Exhibit 13.1
1997 Annual Report
Eagle BancGroup, Inc.
Holding Company for First Federal Savings & Loan Association
Bloomington, Illinois

                               (Front Cover)

Eagle BancGroup, Inc. and subsidiary
<TABLE>
Table of Contents
<S>                                           <C>
Financial Highlights                             1
Management's Discussion and Analysis             2
Independent Auditor's Report                    10
Consolidated Statements of Condition            11
Consolidated Statements of Income               12
Consolidated Statements of
  Changes in Stockholders' Equity               13
Consolidated Statements of Cash Flows           14
Notes to Consolidated Financial Statements      16
Other Corporate Information                     37
</TABLE>

To Our Stockholders:

We are pleased to present to our stockholders this annual report for 1997. The
theme used on the cover was chosen because we believe it captures the spirit
and philosophy of the Company and its employees.  The challenges we face are
best met by a positive and aggressive approach, whereby we seek new
possibilities and create opportunities which will have a positive and lasting
effect on our employees, our customers, the communities we live in and our
stockholders.  We have established a goal to be the premier independent
financial institution in the communities we serve by delivering outstanding
service to our customers, with integrity and a friendly, personalized style.

The past year was a rewarding experience as we made significant progress in
many areas.  We believe the Company is positioned well to achieve the goals we
have set for ourselves.  We continue to work to grow and improve our financial
performance, while enhancing the long-term investment value for our
stockholders.  The continued support we have received from our customers and
our stockholders is greatly appreciated and we look forward to an exciting and
prosperous year in 1998.

Sincerely,

/s/ Gerald A. Bradley                  /s/ Donald L. Fernandes
Gerald A. Bradley                      Donald L. Fernandes
Chairman of the Board                  President and Chief Executive Officer

                             (Inside Front Cover)

Eagle BancGroup, Inc. and Subsidiary
<TABLE>
                             FINANCIAL HIGHLIGHTS
<CAPTION>
The following table sets forth, on a historical basis, selected consolidated
financial data for the Company.  Data prior to 1996 relates to First Federal
only.

                               As of and For the Year Ended December 31,
                             1997      1996      1995      1994      1993
                             (Dollars in thousands except per share data)
<S>                     <C>       <C>       <C>       <C>       <C>
Selected Financial Condition Data
Total assets              $171,137  $172,666  $150,974  $140,932  $137,368
Cash and due from banks      1,628     1,487     1,072     1,092       938
Federal funds sold and
 overnight deposits          3,386     5,573     2,828     1,611     8,882
Investments                 38,943    53,883    53,186    42,680    50,468
Loans, net                 122,409   106,641    88,786    83,589    67,939
Deposits                   131,452   133,995   138,396   122,388   125,156
FHLB advances and other
 borrowings                 18,000    15,300         -     7,936         -
Total equity                20,305    22,141    11,515     9,501    11,320

Selected Operating Data
Interest income            $12,326   $11,094   $ 9,933   $ 8,595   $ 8,913
Interest expense             8,121     7,703     7,376     5,396     5,838
Net interest income before
 provision for loan losses   4,205     3,391     2,557     3,199     3,075
Provision for loan losses      240       183       100       (32)       (3)
Net interest income after
 provision for loan losses   3,965     3,208     2,457     3,231     3,078
Non-interest income            576       418       395       261     1,206
Non-interest expense         3,768     4,373     2,955     2,840     2,584
Income (loss) before income
 taxes                         773      (747)     (103)      652     1,700
Income taxes                   264      (258)      (30)      222       570
Net income (loss)              509      (489)      (73)      430     1,130

Per Share Data
Book value per share        $17.24    $17.00       N/A       N/A       N/A
Basic earnings (loss)
 per share                    0.44     (0.38)      N/A       N/A       N/A
Diluted earnings (loss)
 per share                    0.44     (0.38)      N/A       N/A       N/A
Cash dividends per share         -         -       N/A       N/A       N/A

Selected Financial Ratios and Other Data
Performance Ratios (based on balance sheet averages) <F1>
  Return on assets            0.30%    -0.31%    -0.05%     0.31%     0.81%
  Return on equity            2.46%    -2.85%    -0.68%     4.15%    10.31%
  Interest rate spread
   during period <F2>         1.99%     1.69%     1.83%     2.54%     2.27%
  Net interest margin
   during period <F3>         2.53%     2.20%     1.85%     2.55%     2.38%
  Non-interest expense
   to assets <F4>             2.19%     2.74%     1.98%     2.06%     1.86%
  Non-interest income to
   assets                     0.33%     0.26%     0.26%     0.19%      .87%
  Interest-earning assets to
   interest-bearing
   liabilities                1.11x     1.10x     1.01x     1.00x     1.02x
Asset Quality Ratios
  Non-performing assets to
   total assets <F5>          0.54%     0.79%     0.80%     4.86%     5.56%
  Allowance for loan losses to
   non-performing loans     316.95%   130.92%   176.80%   219.35%   115.09%
  Net charge-offs to
   average gross loans        0.19%     0.17%     0.08%     0.05%     0.00%
Regulatory Capital and Capital Ratios <F6>
  Tangible capital ratio      9.99%     9.66%     7.73%     8.20%     8.22%
  Core capital ratio          9.99%     9.66%     7.73%     8.20%     8.22%
  Risk-based capital ratio   16.30%    18.29%    15.78%    15.80%    17.70%
  Average equity to
   average assets            12.04%    10.76%     7.21%     7.55%     7.89%
  Equity to assets at
   end of period             11.86%    12.82%     7.63%     6.74%     8.24%
<FN>
<F1>
  With the exception of end of period ratios, all ratios are based on
average month-end balances during the respective periods.
<F2>
  Interest rate spread represents the difference between the weighted
average yield on interest-earning assets and the weighted average cost of
interest-bearing liabilities.
<F3>
  Net interest margin represents net interest income as a percentage of
average interest-earning assets.
<F4>
The 1996 ratio reflects the effect of the SAIF special assessment.
<F5>
  Non-performing assets consist of non-performing loans and foreclosed real
estate owned.  The significant decline in this ratio between the 1994 to
1995 periods occurred as a result of the sale by First Federal of a
substantial real estate owned property during the fourth quarter of 1995.
<F6>
  Tangible capital, Core capital and Risk-based capital ratios relate to
First Federal only.
</FN>
</TABLE>
                                 (Page 1)

Eagle BancGroup, Inc. and Subsidiary
MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's discussion and analysis of the results of operations and
financial condition is intended to assist in understanding the financial
condition, changes in financial condition and results of operations of Eagle
BancGroup, Inc.  This discussion should be read in conjunction with the
consolidated financial statements, accompanying notes to consolidated
financial statements and other information contained elsewhere in this report.

Eagle BancGroup, Inc. is a non-diversified unitary savings and loan holding
company engaged in the business of managing its investments and directing,
planning and coordinating the business activities of its wholly-owned
subsidiary, First Federal Savings and Loan, a federally chartered savings
association, and First Federal's wholly-owned subsidiary, FFS Investment
Services, Inc., a service corporation that sells investment products
(collectively, 'the Company').

Financial information for periods before 1996 relates to First Federal Savings
and Loan Association only.

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996

GENERAL.  In 1997, the Company earned net income of $509,000, or $.44 per
share, compared to a net loss of $489,000, or $(.38) per share, in 1996.  The
1996 results include the SAIF capitalization special assessment which, net of
tax, reduced earnings $600,000.  Excluding the net effect of the special
assessment, the Company had net income of $111,000 in 1996.

NET INTEREST INCOME.  Net interest income increased to $4,205,000 in 1997 from
$3,391,000 in 1996.  The 24% increase in net interest income was due to
improvement in the interest rate spread, which increased to 1.99% in 1997 from
1.69% in 1996.  The interest rate spread is the difference between the yield
on average interest earning assets and the cost of average interest bearing
liabilities.  The net interest margin, net interest income divided by average
interest earning assets, also improved to 2.53% in 1997 from 2.20% in 1996.
Interest income increased 11% to $12,326,000 in 1997 from $11,094,000 in 1996
and interest expense increased 5% to $8,121,000 in 1997 from $7,703,000 in
1996.

In 1997, the Company benefited from a full year's effect of the investment of
the $11,186,000 net proceeds received from the initial stock offering
completed in June of 1996.  In addition, strong loan demand in 1997 and
Company efforts to restructure the loan and investment portfolios resulted in
an increase in average loans outstanding to $118,040,000 in 1997 from
$97,380,000 in 1996.  Much of the increase in loans outstanding was in
residential mortgage loans.  During the second half of 1997, the Company began
to increase its emphasis on originations of commercial loans and commercial
real estate mortgage loans.  Total average interest earning assets were
$165,975,000 in 1997 and $154,244,000 in 1996. The increased emphasis on loan
originations resulted in higher yielding loans comprising a greater share of
earning assets in 1997 than 1996.  As a percentage of average interest earning
assets, average loans outstanding equaled 71% in 1997 compared to 63% in 1996.
                                (Page 2)
The yield earned on average interest earning assets increased to 7.43% in 1997
from 7.19% in 1996.  The yield earned on average loans outstanding was 8.02%
in 1997 compared to 7.89% in 1996.  The yield on the other interest earning
assets was 5.95% in 1997 and 6.00% in 1996, and the average balance of these
assets decreased to $47,935,000 in 1997 from $56,864,000 in 1996.

Average interest bearing liabilities increased to $149,417,000 in 1997 from
$140,009,000 in 1996 while the rate paid on average interest bearing
liabilities decreased to 5.44% in 1997 from 5.50% in 1996.  Average borrowed
funds, consisting entirely of Federal Home Loan Bank ('FHLB') advances,
increased to $17,905,000 in 1997 from $4,386,000 in 1996 while average
deposits decreased to $131,512,000 in 1997 from $135,623,000 in 1996.  The
increase in loans outstanding in 1997 was funded in part with FHLB advances.
The rate paid on average borrowed funds decreased to 5.89% in 1997 from 6.20%
in 1996 and the rate paid on average deposits decreased to 5.37% in 1997 from
5.48% in 1996.

At December 31, 1997, loans totaling $295,000 were contractually past due 90
days or more and were classified as non-accrual.  Interest income is
recognized on such loans only upon cash receipt and no interest income is
accrued.  In 1997, cash interest payments of $16,000 were included in interest
income on the non-accrual loans.  Additional interest income of $9,000 would
have been recorded on the loans on an accrual basis.  No other loans were
contractually past due 90 days or more at December 31, 1997.

PROVISION FOR LOAN LOSSES.  The provision for loan losses increased to
$240,000 in 1997 from $183,000 in 1996 due mainly to the increased lending
activity. The amount of the provision is determined through analysis of the
loan portfolio and the allowance for loan losses, including a review of
charge-offs and delinquencies, as well as industry practice and experience.
At December 31, 1997, the allowance for loan loss was $935,000, or .76% of
total loans, compared to $923,000, or .86% of total loans, at December 31,
1996.  The growth in the loan portfolio in 1997 related primarily to
residential mortgage loans, which historically have low loss rates that did
not justify a more significant increase in the allowance for loan losses. Net
charge-offs were $228,000 in 1997, up from $167,000 in 1996.  The net charge-
offs in 1997 related entirely to consumer loans.  The total balances of
consumer loans decreased approximately $3,000,000 in 1997, due largely to less
emphasis on the origination of indirect auto loans in 1997.

NON-INTEREST INCOME.  Non-interest income increased to $576,000 in 1997 from
$418,000 in 1996 due primarily to gains on loans sold, which increased to
$178,000 in 1997 from $68,000 in 1996.  Loans sold increased to $19,314,000 in
1997 from $10,844,000 in 1996.  Net gains on securities sold increased to
$46,000 in 1997 from $15,000 in 1996. In May, 1997, over $8,000,000 of
securities were sold for gains of $58,000.  Later in 1997, $9,000,000 of
                                (Page 3)
securities, mostly underperforming mortgage-related holdings, was sold at a
net loss of $23,000.  Proceeds from the security sales were used primarily to
originate loans.  Service charges on deposit accounts increased to $80,000 in
1997 from $51,000 in 1996 due to an increased number of accounts and a revised
account and fee schedule.  Non-interest income was .33% of average assets in
1997 compared to .26% in 1996.

NON-INTEREST EXPENSE.  Non-interest expense increased to $3,768,000 in 1997,
compared to $3,498,000 in 1996, net of the SAIF special assessment.  Total
non-interest expenses in 1996 were $4,373,000 including the SAIF
recapitalization special assessment of $875,000.  Salaries and employee
benefits increased to $2,150,000 in 1997 from $1,736,000 in 1996 due primarily
to staff additions and normal increases in employee costs as well as expenses
related to benefit plans implemented following the stock conversion.  Data
processing expense increased to $322,000 in 1997 from $249,000 in 1996 due to
one-time expenses related to converting to a new data provider and
deconverting from the previous provider.  Audit and legal fees increased to
$240,000 in 1997 from $120,000 in 1996 due primarily to increased corporate
meeting and reporting requirements following formation of the holding company.
The expense increases were partially offset by a decrease in regular FDIC
premium expense to $67,000 in 1997 from $356,000 in 1996 due to the premium
rate reduction following payment of the recapitalization special assessment in
1996.

As a percentage of average assets, non-interest expense was 2.19% in both 1997
and 1996, net of the recapitalization assessment.

INCOME TAX EXPENSE.  Due to the increase in income before income tax, income
tax expense was $264,000 in 1997 compared to a benefit for income tax of
$258,000 in 1996.  The effective tax rate was 34% in 1997 compared to an
effective benefit rate of 35% in 1996.

COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

GENERAL.  In 1996, the Company had a net loss of $489,000, or $(.38) per
share, compared to a net loss of $73,000 in 1995.  The 1996 results include
the SAIF recapitalization special assessment which reduced earnings $600,000,
net of tax.  Excluding the recapitalization assessment, the Company had net
income of $111,000 in 1996.

NET INTEREST INCOME.  Net interest income increased 33% to $3,391,000 in 1996
from $2,557,000 in 1995.  Interest income increased 12% to $11,094,000 in 1996
from $9,933,000 in 1995 while interest expense increased 4% to $7,703,000 in
1996 from $7,376,000 in 1995.  Interest-earning assets increased in 1996
compared to 1995 resulting in the increase in interest income and in net
interest income.  Average interest-earning assets increased to $154,244,000 in
1996 compared to $138,244,000 in 1995 due to the $11,186,000 net proceeds from
the stock offering completed in June, 1996 and the over $5,000,000 received in
late 1995 from the sale of a large commercial property that was held as real
estate owned.  These funds were used to originate loans or were invested in
government or mortgage-backed securities.  Comparing 1996 to 1995, average
loans increased to $97,380,000 from $87,782,000 and average investments
increased to $52,998,000 in 1997 from $46,444,000 in 1996. The yield on
average interest-earning assets was 7.19% in 1996 and 1995.

Average interest-bearing liabilities increased to $140,009,000 in 1996 from
$137,498,000 in 1995.  Average deposits decreased to $135,623,000 in 1996 from
$136,255,000 in 1995 while average borrowed funds increased to $4,386,000 in
                                (Page 4)
1996 from $1,243,000 in 1995.  The rate paid on average interest-bearing
liabilities increased to 5.50% in 1996 from 5.36% in 1995 due to an increase
in the rate paid on average certificates of deposit to 5.97% in 1996 from
5.82% in 1995.  The increase in the rate paid on average certificates of
deposit was due to the higher rate environment in 1996 and 1995 than previous
years and the full year effect of the 1995 deposit attraction marketing
program that involved matching competitors' rates on certain certificates.
The rate paid on average borrowed funds decreased to 6.20% in 1996 from 6.52%
in 1995.

The interest rate spread decreased to 1.69% in 1996 from 1.83% in 1995 due to
the higher rate paid on average interest-bearing liabilities in 1996 than
1995.  The net interest margin increased in 1996 to 2.20% from 1.85% in 1995
due to the increase in net interest income.

All loans contractually past due 90 days or more at December 31, 1996, which
totaled $705,000, were classified as non-accrual.  Interest income is
recognized only upon cash receipt and no interest income is accrued on such
loans.  In 1996, cash interest payments of $47,000 were included in interest
income related to these loans.   Additional interest income of $40,000 would
have been recorded on these loans on an accrual basis.

PROVISION FOR LOAN LOSS.  In 1996, the provision for loan losses was $183,000
compared to $100,000 in 1995.  The increase was in part the result of an
increase in net charge-offs to $167,000 in 1996 from $66,000 in 1995.
Analysis of the allowance for loan losses, including a review of loan charge-
offs and delinquencies as well as industry practice and experience, and an
increase in the loan portfolio in 1996 from 1995, justified the amount of the
provision.  The increase in the allowance for loan losses relates primarily to
consumer loans.  The average balance of consumer loans increased over
$4,000,000 in 1996 from 1995.  At December 31, 1996, the allowance for loan
losses was $923,000, or .86% of total loans, compared to $907,000, or 1.01% of
total loans, at December 31, 1995.

NON-INTEREST INCOME.  Non-interest income increased to $418,000 in 1996 from
$395,000 in 1995.  In 1996, the Company adopted Statement of Financial
Accounting Standards No. 122, 'Accounting for Mortgage Servicing Rights' which
resulted in recognition of a net servicing rights asset totaling $51,000.
Gains on loans sold increased to $68,000 in 1996 from $51,000 in 1995 due to
increased loan sales.  Net gains on securities sold were $15,000 in 1996
compared to zero in 1995.  Deposit account service fees increased $17,000 to
$51,000 and brokerage commissions increased $19,000 to $44,000 in 1996 from
1995 due to an increased number of accounts.  In 1995, $100,000 was recognized
as income due to a reduction in the valuation allowance for loans held for
sale.  No income was recognized as a result of changes to the valuation
allowance in 1996.  Non-interest income equaled .26% of average assets in both
1996 and 1995.

NON-INTEREST EXPENSE.  Non-interest expense increased to $4,373,000 in 1996
from $2,955,000 in 1995.  Of this increase, $875,000 was due to the SAIF
recapitalization special assessment paid in 1996.  In 1995, net income from
real estate owned operations totaled $184,000 compared to zero in 1996 due to
                                (Page 5)
the sale of the large commercial property on which the net rental income was
generated.  A gain of $50,000 was also realized on the sale of the property in
1995.  Salaries and employee benefits increased $118,000 to $1,736,000 in 1996
from 1995 primarily due to expense related to the Employee Stock Ownership
Plan established following the stock conversion in 1996.

New advertising campaigns accounted for a $78,000 increase in advertising
expense to $121,000 in 1996 from 1995.  The increased number of deposit
accounts resulted in the following expense increases in 1996 from 1995:  data
processing increased $26,000 to $249,000; net ATM fees increased $24,000 to
$30,000 and office supplies increased $19,000 to $59,000.  Regular FDIC
premium expense increased $21,000 to $356,000 in 1996 compared to 1995 due to
higher deposits.  Expenses related to holding company matters of $15,000 were
realized following formation of the Company in 1996.

Net of the SAIF recapitalization special assessment, non-interest expense was
2.19% of average assets in 1996 compared to 1.98% in 1995.

INCOME TAX EXPENSE.  In 1996, a benefit for income taxes of $258,000 was
recorded compared to a benefit of $30,000 recorded in 1995.  The effective tax
benefit rate in 1996 was 35% compared to 29% in 1995.

FINANCIAL CONDITION

Total assets were $171,137,000 at December 31, 1997 a slight decrease from
$172,666,000 at December 31, 1996.  While total assets changed little, the
composition of the portfolio of interest bearing assets did change
considerably.  During 1997, over $25,000,000 in securities were sold with
approximately half of the proceeds used to originate residential mortgage or
commercial loans.

Net loans increased 15% to $122,409,000 at December 31, 1997 from $106,641,000
at December 31, 1996.  Much of the increase was in residential mortgage loans,
which totaled $86,083,000 at December 31, 1997 and $70,600,000 at December 31,
1996.  Origination of residential mortgage loans continues to be the primary
focus of the Company's lending efforts.  Most new residential loan production
is sold in the secondary market. Efforts to originate direct consumer loans,
commercial loans and commercial real estate loans have increased and less
emphasis is being placed on the origination of indirect automobile loans.
Commercial real estate and commercial loans increased to $8,379,000 at
December 31, 1997 from $4,972,000 at December 31, 1996 while consumer loans,
primarily indirect automobile loans, decreased to $29,236,000 at December 31,
1997 from $32,159,000 at December 31, 1996.

Investment securities decreased to $37,633,000 at December 31, 1997 from
$52,928,000 at December 31, 1996.  The decrease was primarily related to
mortgage-backed securities, which totaled $24,596,000 at December 31, 1997 and
$37,445,000 at December 31, 1996.  The securities sold in 1997 provided funds
for loan originations and also generated net realized gains, improving 1997
results and allowing the Company to dispose of some underperforming issues.

Total deposits decreased to $131,452,000 at December 31, 1997 from
$133,995,000 at year-end, 1996.  The Company continued to focus on reducing
the cost of funds in 1997.  Certificates of deposit attracted during aa 1995
marketing program that matured in 1997 were not offered special terms at
renewal which resulted in a decrease in certificate balances from $109,072,000
                                (Page 6)
at December 31, 1996 to $104,735,000 at December 31, 1997.  NOW account
balances increased from $9,230,000 at December 31, 1996 to $11,569,000 at
December 31, 1997 due in part to an enhanced NOW account product line in 1997.

Borrowed funds, all FHLB advances, increased to $18,000,000 at December 31,
1997 from $15,300,000 at December 31, 1996 as the Company continued to fund
loan originations with FHLB advances when necessary in 1997.  The increase in
borrowed funds partially offset the decrease in deposits.

Stockholder's equity decreased to $20,305,000, or 11.9% of total assets, at
December 31, 1997 from $22,141,000, or 12.8% of total assets, at December 31,
1996.  In 1997, the Company repurchased 125,000 shares of stock to be held in
treasury and purchased additional shares to be awarded under the Management
Development and Recognition Plan that was approved by stockholders in 1997.
Offsetting the decrease in equity due to the stock purchases was 1997 net
income and a decrease in the net unrealized loss on investment securities from
year-end 1996 to year-end 1997.  Book value per share increased to $17.24 per
share at December 31, 1997 from $17.00 per share at December 31, 1996.

Savings institutions are required to maintain minimum capital levels measured
by three ratios: Risk-based capital to risk weighted assets of 8%; core
capital to adjusted tangible assets of 3% and tangible core capital to
tangible assets of 1.5%.  At December 31, 1997, the Company's savings
institution subsidiary had ratios of 16.30%, 9.99% and 9.99%, respectively,
compared to December 31, 1996 ratios of 18.29%, 9.66% and 9.66%, respectively.

INTEREST RATE RISK

Interest rate risk is managed through evaluation of the interest rate risk
inherent in certain assets and liabilities and the determination of the
appropriate risk level given the Company's business strategy, operating
environment, capital and liquidity requirements.  Interest rate risk
management guidelines are reviewed and approved by the Board of Directors.
Successful management of interest rate risk can reduce the potential negative
impact of changes in interest rates on the Company's operations.

The restructuring of the earning assets in the portfolio in 1997 and the
receipt of funds from the subscription stock sale in 1996 are recent events
that reduced the level of interest rate risk for the Company.  Specific
strategies used to reduce interest rate risk include (i) diversifying the loan
portfolio by originating short-term commercial and commercial real-estate
loans; (ii) selling at origination all long-term, fixed rate residential
mortgage loans and most adjustable rate residential mortgage loans; (iii)
classifying all investments as held for sale; (iv) holding primarily
adjustable rate or short-term, fixed rate investment securities; (v) utilizing
medium-term, fixed rate FHLB advances as a funding source; and (vi)
emphasizing deposit products that reduce liability interest sensitivity
(demand deposits and long-term, fixed rate certificates).

Interest rate sensitivity is measured quarterly by use of the Office of Thrift
Supervision ('OTS') model that is based in part on data provided by the
Company's thrift subsidiary in various regulatory reports.  The model
generates estimates of the change in net portfolio value ('NPV') over a range
of interest rate scenarios.  NPV is measured as the difference between
incoming and outgoing cash flows from assets, liabilities and off-balance
                                (Page 7)
sheet contracts.  The NPV ratio of each scenario is the NPV in that scenario
divided by the present value of assets in the same scenario.
<TABLE>
     Risk Measures: 200 BP Rate Shock:
   <S>                                           <C>
     Pre-shock NPV Ratio                           10.71%
     Exposure measure: Post-shock NPV Ratio         9.22%
     Sensitivity measure: Change in NPV Ratio       -149 bp
</TABLE>

The OTS measurement of interest rate risk, in the table below, has inherent
shortcomings due to the assumptions utilized in the model.  Actual changes in
market interest rates may result in different yield and cost changes than
assumed in the model.  The model also assumes that holdings of interest
sensitive assets and liabilities would remain constant under each interest
rate change scenario, which may be different than actual circumstances.  As
such, the NPV measurements below provide an indication of interest rate risk
exposure at December 31, 1997 only and are not intended to and should not be
used to forecast the effect of changes in interest rates on the Company's net
interest income.
<TABLE>
                                                     NPV as Percent of
                                                       Present Value
 Change           Net Portfolio Value                    of Assets
   In        Dollar      Dollar      Percent          NPV
  Rate       Amount      Change       Change         Ratio      Change
<S>       <C>         <C>            <C>          <C>         <C>
+400 bp     $11,151     $-7,111        -39%          7.09%      -362 bp
+300 bp      13,193      -5,069        -28%          8.20%      -250 bp
+200 bp      15,149      -3,112        -17%          9.22%      -149 bp
+100 bp      16,898      -1,364        - 7%         10.08%      - 62 bp
   0         18,262           -          -          10.71%         -
-100 bp      19,348       1,087          6%         11.16%        46 bp
-200 bp      19,900       1,638          9%         11.33%        62 bp
-300 bp      20,517       2,255         12%         11.51%        81 bp
-400 bp      21,692       3,430         19%         11.97%       126 bp
</TABLE>
All changes in NPV ratios at December 31, 1997 were within the limits approved
by the Board of Directors.

MARKET RISK

The Company's market risk arises primarily from interest rate risk inherent in
its lending, investing, deposit taking and borrowing activities.  The varying
levels of sensitivity to changes in market interest rates of the Company's
interest-earning assets, primarily loans and mortgage-backed and investment
securities, and interest-bearing liabilities, namely deposits and borrowings,
create market risk.  Evaluation of market risk is an integral component of
interest rate risk management.

The Company's portfolio of trading assets, consisting entirely of loans held
for sale, is an immaterial amount and is not exposed to a significant amount
of market risk.  The Company does not hold or use any derivative instruments
to manage market or interest rate risk.

LIQUIDITY

Primary sources of funds are deposits, FHLB advances and principal and
interest payments on loans and mortgage-backed and other securities.
Scheduled maturities of loans and mortgage-backed and other securities are
predictable sources of funds while deposit flows and prepayments of mortgage
loans and mortgage-backed securities are greatly influenced by general
interest rates, economic conditions and competition.

Funds are invested in residential mortgage, commercial real estate, commercial
and short-term consumer loans and mortgage-backed and other securities.  Loan
originations totaled $72,203,000, $63,005,000 and $34,745,000 in 1997, 1996
and 1995, respectively.  Purchases of mortgage-backed and other securities
totaled $13,218,000, $26,686,000 and $11,890,000 in 1997, 1996 and 1995,
                                (page 8)
respectively.  Net cash provided by operating activities in 1997 was
$1,732,000, while $1,047,000 in net cash was used by investing activities and
$2,731,000 in net cash was used by financing activities.

Adequate liquidity must be maintained to ensure that sufficient funds are
available to support loan growth and deposit withdrawals, satisfy financial
commitments and take advantage of investment opportunities.   Approved loan
commitments totaled $567,000 and unused lines of credit totaled $2,841,000 at
December 31, 1997.  Scheduled maturities of certificates of deposit in 1998
total $53,659,000 and scheduled loan maturities and payments in 1998 total
$23,920,000.  Principal payments will also be received on mortgage-backed
securities in 1998 though the amount cannot be predetermined.  In 1997,
principal payments on mortgage-backed securities amounted to $3,799,000.

Thrifts are required by OTS regulations to maintain a 4% liquidity ratio
measured as the ratio of cash, cash equivalents, short-term investments and
certain long-term investments to deposits and certain short-term borrowed
funds.  The Company's savings institution subsidiary had liquidity ratios of
12.07% and 12.04% at December 31, 1997 and 1996, respectively.

INFLATION

The Consolidated Financial Statements and notes thereto included in this
report have been prepared in accordance with generally accepted accounting
principles and reflect the results of operations and financial position
measured in historical dollars without regard for the changes in the relative
purchasing power of money over time due to inflation.  Inflation impacts the
Company in the increased cost of operations and as an inherent factor in the
general level of interest rates.  Changes in interest rates have a greater
impact on the Company's financial performance than the general level of
interest rates due to the monetary nature of most of the Company's assets and
liabilities.  Effective interest rate management can minimize the effects of
inflation on the Company's monetary assets and liabilities.  Inflation has not
had a significant impact on the costs of operation or the non-monetary assets
of the Company.

RECENT LEGISLATIVE DEVELOPMENTS

FINANCIAL SERVICES MODERNIZATION.  Throughout 1997 and into early 1998,
various congressional committees have debated modernization of the financial
services industry.  At present, no consensus of opinion has been reached as to
what law or laws to enact to modernize the industry.  While it is likely that
Congress will enact financial modernization legislation in the relatively near
future, the nature and scope of the legislation, and resulting effect on the
Company, cannot be predicted.

YEAR 2000

In 1997, the Company initiated efforts to verify that its information systems,
both in-house and third-party provided, will be Year 2000 compliant.  In
addition, the Company converted to a new primary data processing provider in
the third quarter of 1997 that coincided with an ongoing hardware technology
upgrade.  The new provider has a program in place that includes allowing the
Company to test actual data in any manner deemed necessary for Year 2000
compliance.  Other third-party software vendors have been contacted and have
provided details of compliance steps undertaken to date.  Necessary follow-up
to these actions will continue in 1998.  The Company, at this time, does not
anticipate that the costs related to the Year 2000 compliance effort will have
a material impact on its financial condition or results of operations.
                                (Page 9)


Independent Auditor's Report


To the Stockholders and Board of Directors
Eagle BancGroup, Inc.
Bloomington, Illinois


We have audited the accompanying consolidated statements of
condition of Eagle BancGroup, Inc. and subsidiary as of December
31, 1997, and the related consolidated statements of income,
statements of changes in stockholders' equity, and cash flows
for the year then ended.  These financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements based on
our audit.  The consolidated financial statements of Eagle
BancGroup, Inc. and subsidiary, for the years ended December 31,
1996 and 1995, were audited by other auditors whose report dated
January 17, 1997, expressed an unqualified opinion on those
statements.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the
consolidated financial position of Eagle BancGroup, Inc. and
subsidiary as of December 31, 1997, and the results of their
operations and their cash flows for the year then ended, in
conformity with generally accepted accounting principles.

/S/ McGladrey & Pullen, LLP
Peoria, Illinois
February 20, 1998

                                (Page 10)

Eagle BancGroup, Inc. and Subsidiary
<TABLE>
                 Consolidated Statements of Condition
                      December 31, 1997 and 1996

                                                    1997          1996
                                                  (Dollars in thousands)
<S>                                            <C>           <C>
Assets

Cash and due from banks                          $  1,628      $  1,487
Federal funds sold and overnight deposits           3,386         5,573
Investment securities - available for sale         13,037        15,483
Mortgage-backed securities - available for sale    24,596        37,445
Federal Home Loan Bank ("FHLB") stock               1,310           955
Loans, net                                        122,409       106,641
Premises and equipment                              2,834         2,889
Other assets                                        1,937         2,193
  Total assets                                   $171,137      $172,666


Liabilities

Deposits                                         $131,452      $133,995
Federal Home Loan Bank advances                    18,000        15,300
Other liabilities                                   1,380         1,230
  Total liabilities                               150,832       150,525

Stockholders' Equity

Preferred stock, par value $.01 per share,
  100,000 shares authorized, no shares issued           -             -
Common stock, par value $.01 per share,
  5,000,000 shares authorized;
  1,302,705 shares issued                              13            13
Paid-in capital                                    12,323        12,215
Retained earnings - substantially restricted       11,697        11,188
Unrealized loss on investment securities
  available for sale, net                            (110)         (337)
  Total stockholders' equity before treasury stock,
    unearned ESOP shares and Management
    Development and Recognition Plan               23,923         23,079

Treasury stock, at cost, 125,000 shares in 1997    (2,055)             -
Unearned Employee Stock Ownership Plan
  ("ESOP") shares                                    (834)          (938)
Management Development and Recognition
  Plan ("MDRP")                                      (729)             -
  Total stockholders' equity                       20,305         22,141

  Total liabilities and stockholders' equity     $171,137       $172,666
</TABLE>
See Notes to Consolidated Financial Statements.
                                (Page 11)

Eagle BancGroup, Inc. and Subsidiary
<TABLE>
                       Consolidated Statements of Income
                 Years Ended December 31, 1997, 1996 and 1995

                                            1997        1996        1995
                               (Dollars in thousands except per share data)
<S>                                     <C>         <C>         <C>
Interest income:
  Loans and fees on loans                 $ 9,472     $ 7,681     $ 6,899
  Investment securities and
    other interest earning assets           1,044       1,024         759
  Mortgage-backed securities                1,738       2,358       2,230
  Federal funds sold                           72          31          45
    Total interest income                  12,326      11,094       9,933

Interest expense:
  Deposits:
    Passbook                                  579         577         494
    MMDA and NOW                              202         181         189
    Certificates of deposit                 6,285       6,673       6,612
                                            7,066       7,431       7,295
  Borrowings                                1,055         272          81
    Total interest expense                  8,121       7,703       7,376

    Net interest income before
      provision for loan losses             4,205       3,391       2,557
Provision for loan losses                     240         183         100

    Net interest income after
      provision for loan losses             3,965       3,208       2,457

Non-interest income:
  Loan servicing                              138         146          97
  Gains on loans sold, net                    178          68          51
  Gains on securities sold, net                46          15           -
  Other                                       214         189         247
    Total non-interest income                 576         418         395

Noninterest expense:
  Salaries and employee benefits            2,150       1,736       1,618
  Net occupancy                               537         544         552
  Federal deposit insurance premium            67       1,231         335
  Data processing                             322         249         223
  Other                                       692         613         227
    Total noninterest expense               3,768       4,373       2,955

  Income (loss) before income tax
    expense (benefit)                         773        (747)       (103)
Income tax expense (benefit)                  264        (258)        (30)
  Net income (loss)                       $   509     $  (489)    $   (73)

Basic earnings (loss) per share           $  0.44     $ (0.38)        N/A
Diluted earnings (loss) per share         $  0.44     $ (0.38)        N/A
</TABLE>
See Notes to Consolidated Financial Statements.
                                (page 12)

Eagle BancGroup, Inc. and Subsidiary
<TABLE>
            Consolidated Statements of Changes in Stockholders' Equity
                   Years ended December 31, 1997, 1996 and 1995

                                                              Unrealized
                                                               Loss on
                                                              Securities
                              Common     Paid-In   Retained   Available
                               Stock     Capital   Earnings    For Sale
                                          (Dollars in thousands)
<S>                        <C>        <C>        <C>         <C>
Balance, December 31, 1994   $     -    $     -    $11,750     $(2,249)
  Net loss                         -          -        (73)          -
  Change in unrealized loss
    on securities available
    for sale                       -          -          -       2,087
Balance, December 31, 1995         -          -     11,677        (162)

  Sale of capital stock           13     12,215          -           -
  Common stock acquired
    by ESOP                        -          -          -           -
  Release of ESOP shares           -          -          -           -
  Net loss                         -          -       (489)          -
  Change in unrealized loss
    on securities available
    for sale                       -          -          -        (175)
Balance, December 31, 1996        13     12,215     11,188        (337)

  Purchase of 125,000 shares
    for the treasury               -          -          -           -
  Release of ESOP shares           -         96          -           -
  Purchase of 52,106 shares
    for MDRP                       -          -          -           -
  Allocation of MDRP shares        -         12          -           -
  Net income                       -          -        509           -
  Change in unrealized loss
    on securities available
    for sale                       -          -          -         227
Balance, December 31, 1997   $    13    $12,323    $11,697     $  (110)
</TABLE>
<TABLE>
                                                   Management
                                                   Development
                                        Unearned     and
                             Treasury    ESOP      Recognition
                              Stock     Shares       Plan      Total
                                       (Dollars in thousands)
<S>                        <C>        <C>        <C>         <C>
Balance, December 31, 1994   $     -    $     -    $     -     $ 9,501
  Net loss                         -          -          -         (73)
  Change in unrealized loss
    on securities available
    for sale                       -          -          -       2,087
Balance, December 31, 1995         -          -          -      11,515

  Sale of capital stock            -          -          -      12,228
  Common stock acquired
    by ESOP                        -     (1,042)         -      (1,042)
  Release of ESOP shares           -        104          -         104
  Net loss                         -          -          -        (489)
  Change in unrealized loss
    on securities available
    for sale                       -          -          -        (175)
Balance, December 31, 1996         -       (938)         -      22,141

  Purchase of 125,000 shares
    for the treasury          (2,055)         -          -      (2,055)
  Release of ESOP shares           -        104          -         200
  Purchase of 52,106 shares
    for MDRP                       -          -       (840)       (840)
  Allocation of MDRP shares        -          -        111         123
  Net income                       -          -          -         509
  Change in unrealized loss
    on securities available
    for sale                       -          -          -         227

Balance, December 31, 1997   $(2,055)    $ (834)    $ (729)    $20,305
</TABLE>

See Notes to Consolidated Financial Statements.
                                (Page 13)

Eagle BancGroup, Inc. and Subsidiary
<TABLE>
                     Consolidated Statements of Cash Flows
                   Years Ended December 31, 1997, 1996 and 1995

                                                 1997      1996     1995
                                                  (Dollars in thousands)
<S>                                          <C>       <C>      <C>
Cash Flows from Operating Activities
Net income (loss)                              $   509   $  (489) $   (73)
Adjustments to reconcile net income (loss) to
  net cash provided by operating activities:
    Provision for loan losses                      240       183      100
    Provision for depreciation                     284       288      452
    Provision for deferred income taxes           (114)      (39)     103
    Amortization of premiums and accretion of
      discounts on investment securities           (11)       74       29
    Gains on securities sold, net                  (46)      (15)       -
    Gains on loans sold, net                      (178)      (68)     (51)
    Compensation expense related to ESOP shares    200       104        -
    Compensation expense related to MDRP shares    123         -        -
    Proceeds from sale of loans
      originated for sale                       19,314    10,844    7,090
    Loans originated for sale                  (19,009)   (9,209)  (6,988)
    Decrease (increase) in accrued
      interest receivable                           43      (130)     (84)
    (Decrease) increase in accrued
      interest payable                              (5)       94      (19)
    Decrease (increase) in other assets            232       (65)    (195)
    Increase (decrease) in other liabilities       150        79      (19)
    Net cash provided by operating activities    1,732     1,651      345

Cash Flows from Investing Activities
Investment securities
    Purchases                                   (5,610)  (15,019)  (1,998)
    Proceeds from sales                          8,173    10,602    1,035
Mortgage-backed securities
    Purchases                                   (7,608)  (11,667)  (9,892)
    Proceeds from sales                         16,790     9,749        -
    Principal collected                          3,799     5,625    3,457
Purchase of FHLB stock                            (355)     (261)     (44)
Principal collected on loans                    37,167    34,270   22,456
Loans originated, net                          (53,194)  (53,796) (27,757)
Purchases of premises and equipment               (229)      (65)     (91)
Net sales (purchases) of other real estate          20        (8)   5,620
Net cash used in investing activities           (1,047)  (20,570)  (7,214)
</TABLE>
                           (Continued on page 15)

                                 (Page 14)

Eagle BancGroup, Inc. and Subsidiary
<TABLE>
           Consolidated Statements of Cash Flows - Continued
              Years Ended December 31, 1997, 1996 and 1995

                                                 1997      1996     1995
                                                  (Dollars in thousands)
<S>                                          <C>       <C>      <C>
Cash Flows from Financing Activities
Purchase of MDRP shares                        $  (840)  $     -  $     -
Purchase of treasury stock                      (2,055)        -        -
Increase in savings accounts, demand
  deposits and NOW accounts, net                 1,801     1,520      605
Increase (decrease) in certificate
  accounts, net                                 (4,337)   (5,927)  15,397
Proceeds from FHLB advances                     29,750    36,311    3,445
Principal payments on FHLB advances            (27,050)  (21,011) (11,381)
Proceeds from the sale of capital stock              -    11,186        -
Net cash (used in) provided by
  financing activities                          (2,731)   22,079    8,066

(Decrease) increase in cash and
   cash equivalents                             (2,046)    3,160    1,197

Cash and cash equivalents:
Beginning of year                                7,060     3,900    2,703
End of year                                    $ 5,014   $ 7,060  $ 3,900

Supplemental Disclosures of Cash Flow Information

Cash paid during the year for:
  Interest on deposits                         $ 7,074   $ 7,425  $ 7,289
  Interest on borrowed funds                     1,053       184      106
  Income taxes                                     210         -       10
</TABLE>
See Notes to Consolidated Financial Statements.

                                (Page 15)

Eagle BancGroup, Inc. and Subsidiary
              Notes to Consolidated Financial Statements

1. Significant Accounting Policies

Organization
Eagle BancGroup, Inc. ("Eagle") was formed in January, 1996 and purchased
all of the stock of First Federal Savings and Loan Association
("First Federal") with the proceeds of a subscription stock offering
completed in June, 1996.  Simultaneous to the stock offering, First
Federal converted from a federally-chartered mutual savings association
to a federally-chartered capital stock savings association.  Prior to
June, 1996, Eagle had no assets or liabilities.  All financial
information prior to 1996 relates to First Federal only.

Eagle issued 1,302,705 shares of common stock following the subscription
stock offering.  Net proceeds to Eagle were $11,186,000 of which $6,200,000
was paid to First Federal in exchange for all of the common stock of First
Federal.  Expenses related to the offering totaled $799,000 and $1,042,000
was loaned to First Federal to create an Employee Stock Ownership Plan.

The significant accounting and reporting policies for Eagle
BancGroup, Inc. and its subsidiary follow:

Principles of Presentation
The consolidated financial statements include the accounts of Eagle, its
wholly-owned subsidiary, First Federal and First Federal's wholly-owned
subsidiary, FFS Investment Services, Inc. (collectively "the Company").
Eagle is a unitary savings and loan holding company engaged in the business
of managing its investments and directing, planning and coordinating the
business activities of First Federal.  First Federal operates as a
traditional thrift institution in McLean and surrounding counties of
Central Illinois.  FFS Investment Services, Inc. sells investment products,
including annuities.  All material intercompany accounts and transactions have
been eliminated in consolidation.

The consolidated financial statements of the Company have been prepared in
conformity with generally accepted accounting principles and conform to
predominant practice within the banking industry.

Use of Estimates
In preparing the consolidated financial statements, the Company's management
is required to make estimates and assumptions which significantly affect the
amounts reported in the consolidated financial statements and accompanying
notes.  Significant estimates which are particularly susceptible to change
in a short period of time  include the determination of the allowance for
loan losses and valuation of real estate and other properties acquired in
connection with foreclosures or in satisfaction of amounts due from
borrowers on loans.  Actual results could differ significantly from those
estimates.

Cash Equivalents
Cash equivalents include federal funds sold and overnight deposits.
Generally, federal funds are sold for one-day periods.
                                 (Page 16)

Eagle BancGroup, Inc. and Subsidiary
                       Notes to Consolidated Financial Statements

Investment Securities
Securities classified as available-for-sale are those securities that the
Company intends to hold for an indefinite period of time, but not necessarily
to maturity, and marketable equity securities.  Any decision to sell a
security classified as available-for-sale would be based on various factors,
including significant movements in interest rates, changes in the maturity
mix of the Company's assets and liabilities, liquidity needs, regulatory
capital considerations and other similar factors.  Securities available-for-
sale are carried at fair value.  Accrued interest receivable on the related
securities is included in the amortized cost balance to agree with amounts
reported to the Company's regulatory authority.  The difference between fair
value and cost, adjusted for amortization of premium and accretion of
discounts, results in an unrealized gain or loss.  Unrealized gains or losses
are reported as increases or decreases in stockholders' equity, net of the
related deferred tax effect.  Gains or losses on the sale of securities are
determined on the basis of the specific security sold and are included in
earnings.  Premiums and discounts are recognized in interest income using
the interest method over their contractual lives.

Federal Home Loan Bank Stock
Federal Home Loan Bank stock is carried at cost and the amount of stock
First Federal is required to own is determined by regulation.

Loans
First Federal has a mortgage lien on all property on which mortgage,
participation or purchased loans are made.  Loans secured by deposits are
secured by equal or greater deposit account balances.  In general, First
Federal originates residential mortgage loans for sale in the secondary
market.  Other loans are held for long-term investment unless designated
as held for sale at the time of origination.  Loans designated as held for
sale are carried at the lower of cost or market value with changes in the
valuation allowance reflected in income.  All loans are sold without recourse.

Interest income on loans is computed monthly based upon the principal amount
of the loans outstanding.  A valuation allowance is established for
uncollected interest on loans on which any payments are more than ninety days
past due.

Loan origination and commitment fees and certain direct loan origination
costs are deferred and the net amount is amortized as an adjustment to yield
over the contractual life of the related loans.

Allowance for Loan Losses
The allowance for loan losses is established through provisions for loan
losses charged against income.  Loans deemed to be uncollectible are charged
against the allowance for loan losses, and subsequent recoveries, if any, are
credited to the allowance.  The allowance for loan losses related to troubled
loans identified for evaluation in accordance with Statement of Financial
Accounting Standards No. 114 (SFAS 114) is based on estimated discounted cash
flows using the loan's initial effective interest rate or the fair value of
the collateral for certain collateral dependent loans.  Consumer loans and
one-to-four family residential loans are collectively evaluated for impairment
as homogeneous loan groups which are outside the scope of SFAS 114.  Under
SFAS 118, no interest income on loans determined to be impaired is accrued.
Interest income on such loans is recognized only upon cash receipt.  SFAS 114
and SFAS 118 have not had a significant impact on results of operations
in 1997, 1996 or 1995.
                                 (page 17)
Eagle BancGroup, Inc. and Subsidiary
              Notes to Consolidated Financial Statements

The allowance for loan losses is maintained at a level management believes to
be adequate to absorb estimated future losses inherent in the loan portfolio.
Management's determination of the adequacy of the allowance is based on an
evaluation of the portfolio including consideration of past loan experience,
current economic conditions, volume, growth and composition of the loan
portfolio, and other relevant factors.  This evaluation is inherently
subjective as it requires material estimates including the amounts and timing
of future cash flows expected to be received on impaired loans that may be
susceptible to significant change.  While management uses the best information
available to make its evaluation, future adjustments to the allowance may be
necessary if there are significant changes in economic conditions.  In
addition, various regulatory agencies periodically review the allowance for
loan losses.  These agencies may require First Federal to make additions to
the allowance for loan losses based on their judgments of collectibility based
on information available to them at the time of their examination.

Real Estate Owned
Real estate owned includes land acquired for investment and properties arising
from loan foreclosure or deed in lieu of foreclosure.  Real estate owned is
held for sale and is recorded at the date of foreclosure at the fair value of
the properties less estimated costs of disposal.  Property is evaluated
regularly to ensure the recorded amount is supported by its current fair value
and valuation allowances to reduce the carrying amount to fair value less
estimated costs to dispose are recorded as necessary.  Costs of improvements
made to facilitate sale are capitalized; costs of holding the property,
including depreciation, are charged to expense.

Premises and Equipment
Premises and equipment is stated at cost less accumulated depreciation.
Provisions for depreciation of premises and equipment are computed using
straight-line and accelerated methods over the estimated useful lives of the
related assets.

Deferred Income Taxes
Deferred income tax assets and liabilities are computed annually for
differences between the financial statement and tax bases of assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income.  Deferred tax assets are
also recognized for operating loss and tax credit carryforwards.  Valuation
allowances are established when necessary to reduce deferred tax assets to an
amount expected to be realized.  Income tax expense is the tax payable or
refundable for the period plus or minus the change during the period in
deferred tax assets and liabilities.

Earnings Per Share
In 1997, the Financial Accounting Standards Board issued Statement No. 128,
"Earnings per Share" (SFAS 128).  SFAS 128 replaced the calculation of primary
and fully diluted earnings per share with basic and diluted earnings per
share.  Unlike primary earnings per share, basic earnings per share excludes
any dilutive effects of options, warrants and convertible securities.  Diluted
earnings per share is very similar to the previously reported fully diluted
earnings per share.  All earnings per share amounts for all periods have been
presented, and where appropriate, restated to conform to the SFAS 128
requirements.
                                 (Page 18)
Eagle BancGroup, Inc. and Subsidiary
              Notes to Consolidated Financial Statements

Basic earnings per share is computed by dividing net income for the year by
the weighted average number of shares outstanding of 1,146,538 and 1,302,705
for 1997 and 1996, respectively.

Diluted earnings per share is determined by dividing net income for the year
by the weighted average number of shares of common stock and common stock
equivalents outstanding.  Common stock equivalents assume exercise of stock
instruments and use of proceeds to purchase treasury stock at the average
market price for the period.  The weighted average shares of common stock and
common stock equivalents were 1,152,169 and 1,302,705 for 1997
and 1996, respectively.

Earnings per share information for 1995 is not applicable as no shares were
issued or outstanding prior to the subscription stock offering in 1996.

Reclassifications
Certain elements of the 1996 and 1995 consolidated financial statements have
been reclassified to conform with the 1997 presentation.  Such
reclassifications have no effect on previously reported net income.

Recent Accounting Pronouncements
Reporting Comprehensive Income
In June 1997, the Financial Accounting Standards Board issued Statement No.
130, "Reporting Comprehensive Income" (SFAS 130).  This Statement requires an
entity to include a statement of comprehensive income in their full set of
general-purpose financial statements.  Comprehensive income consists of the
net income or loss of the entity, plus or minus the change in equity of the
entity during the period from transactions, other events, and circumstances
resulting from nonowner sources.  SFAS 130 is effective for years beginning
after December 15, 1997, and will require financial statements of earlier
periods that are presented for comparative purposes to be reclassified.

Disclosures about Segments of an Enterprises and Related Information
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" (SFAS 131).  SFAS 131 establishes
standards for the manner in which public business enterprises report certain
information about operating segments of their business in both their annual
and interim financial reports provided to shareholders.  SFAS 131 is effective
for financial statement periods beginning after December 15, 1997.  In the
initial year of application, comparative information for earlier years is to
be restated, unless impracticable.  In addition, the provisions of SFAS 131
need not be applied to interim financial statements issued in the initial year
of application.
                                (Page 19)

Eagle BancGroup, Inc. and Subsidiary
              Notes to Consolidated Financial Statements

2. Investments
<TABLE>
Investment securities and mortgage-backed securities available
for sale are summarized below:

                                             Gross       Gross
                               Amortized  Unrealized  Unrealized    Fair
                                 Cost        Gains      Losses      Value
                                           (Dollars in thousands)
<S>                           <C>        <C>          <C>       <C>
December 31, 1997
Investment securities:
  U.S. Treasury and agencies    $12,642    $   13       $   20    $12,635
  Other securities                  395         7            -        402
   Total investment securities   13,037        20           20     13,037

Mortgage-backed securities:
  Collateralized mortgage
   obligations                   12,467         -          152     12,315
  Other mortgage-backed
   securities                    12,296        32           47     12,281
   Total mortgage-backed
     Securities                  24,763        32          199     24,596

Total                           $37,800    $   52       $  219    $37,633

December 31, 1996
Investment securities:
  U.S. Treasury and agencies    $15,181    $    4       $  149    $15,036
  Other securities                  447         -            -        447
   Total investment securities   15,628         4          149     15,483

Mortgage-backed securities:
  Collateralized mortgage
   obligations                   18,125         6          298     17,833
  Other mortgage-backed
   securities                    19,685        77          150     19,612
   Total mortgage-backed
     Securities                  37,810        83          448     37,445

Total                           $53,438    $   87       $  597    $52,928
</TABLE>

                                 (Page 20)

Eagle BancGroup, Inc. and Subsidiary
              Notes to Consolidated Financial Statements

The amortized cost and fair value of investment and mortgage-backed
securities, other than equity securities, which had an amortized cost of
$102,000 and fair value of $109,000, as of December 31, 1997, by contractual
maturity, are shown below.  Expected maturities may differ from contractual
maturities because mortgage-backed securities may be called or prepaid
without penalty.  Therefore, these securities are not included in the
maturity categories in the following maturity summary.
<TABLE>
                                                  Available for Sale
                                                 Amortized        Fair
                                                    Cost          Value
                                                 (Dollars in thousands)
<S>                                             <C>           <C>
Due within one year                               $ 3,197       $ 3,186
Due after one year through five years               8,553         8,558
Due after five through ten years                    1,148         1,147
Due after ten years                                    37            37
Mortgage-backed securities                         24,763        24,596

Total                                             $37,698       $37,524
</TABLE>
<TABLE>
Realized gains and losses related to sales of investments were
as follows:

                                                Year Ended December 31,
                                               1997      1996      1995
                                                (Dollars in thousands)
<S>                                          <C>       <C>       <C>
Realized gains                                 $102      $ 49      $  -
Realized losses                                 (56)      (34)        -
Net gain                                       $ 46      $ 15      $  -
</TABLE>
Investments with a carrying value of approximately $6,450,000 and $5,150,000
as of December 31, 1997 and 1996, respectively, were pledged to secure public
deposits and for other purposes as required or permitted by law.

                                (Page 21)

Eagle BancGroup, Inc. and Subsidiary
              Notes to Consolidated Financial Statements

3. Loans
<TABLE>
Loans consist of the following :
                                                           December 31,
                                                        1997        1996
                                                     (Dollars in thousands)
<S>                                                <C>         <C>
Residential mortgage loans                           $ 85,326    $ 69,716
Loans held for sale                                       757         884
Commercial real estate loans                            6,791       3,827
Consumer loans                                         29,236      32,159
Commercial installment loans                            1,588       1,145
Accrued interest receivable                               631         523
     Gross loans                                      124,329     108,254
Less:
  Deferred loan fees                                      114          80
  Allowance for loan losses                               935         923
  Undisbursed portion of loan proceeds                    871         610
        Loans, net                                   $122,409    $106,641
</TABLE>
Advances from the Federal Home Loan Bank of Chicago are secured by a floating
lien on First Federal's one-to-four family residential mortgage loans.

The Company's opinion as to the ultimate collectibility of these loans is
subject to estimates regarding the future cash flows from operations and the
value of the property, real and personal, pledged as collateral.  These
estimates are affected by changing economic conditions and the economic
prospects of the borrowers.

The amount of loans serviced by the Company for the benefit of others is not
included in the accompanying consolidated financial statements. Loans serviced
at December 31, 1997 and 1996 totaled approximately $38,370,000 and
$35,278,000, respectively.
<TABLE>
Changes in the allowance for loan losses were as follows:

                                                 Year Ended December 31,
                                                 1997      1996     1995
                                                  (Dollars in thousands)
<S>                                           <C>        <C>     <C>
Balance at beginning of year                    $ 923      $ 907   $ 873
Provision for losses                              240        183     100
Charge-offs                                      (239)      (178)    (68)
Recoveries                                         11         11       2
Balance at end of year                          $ 935      $ 923   $ 907
</TABLE>
                                (Page 22)

Eagle BancGroup, Inc. and Subsidiary
              Notes to Consolidated Financial Statements

Certain directors and officers of the Company were loan customers in the
ordinary course of business during 1997 and 1996.  Such loans were made on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with unrelated
parties.  Balances outstanding at December 31, 1997 and 1996 were $1,004,000
and $797,000, respectively.

4. Premises and Equipment
<TABLE>
Premises and equipment are summarized as follows:

                                                      December 31,
                                                    1997        1996
                                                 (Dollars in thousands)
<S>                                              <C>         <C>
Land                                               $  775      $  775
Buildings                                           2,935       2,906
Furniture and equipment                             2,326       2,127
                                                    6,036       5,808
Less allowance for depreciation                     3,202       2,919
                                                   $2,834      $2,889
</TABLE>
5. Deposits
<TABLE>
Deposits are summarized as follows:

                                                      December 31,
                                                    1997        1996
                                                 (Dollars in thousands)
<S>                                            <C>         <C>
Passbook accounts                                $ 15,130    $ 15,668
NOW accounts                                       11,569       9,230
Certificate accounts                               96,614     101,014
Time deposits over $100,000                         8,121       8,058
                                                  131,434     133,970
Accrued interest payable                               18          25
                                                 $131,452    $133,995
</TABLE>
<TABLE>
As of December 31, 1997, certificates of deposit have scheduled maturity
dates as follows (in thousands):

Year of Maturity                                        Amount
<S>                                                  <C>
    1998                                               $ 53,659
    1999                                                 30,609
    2000                                                 15,658
    2001                                                  2,524
    2002 and thereafter                                   2,285
                                                       $104,735
</TABLE>

                                (Page 23)

Eagle BancGroup, Inc. and Subsidiary
              Notes to Consolidated Financial Statements

6. Federal Home Loan Bank Borrowings

Federal Home Loan Bank of Chicago (FHLB) provides advances with various terms
and conditions.  Open line, variable rate advances are generally held for
short terms.  Fixed amount advances can have fixed or variable rates with
short or long-term maturities and allow prepayments under certain conditions.
At December 31, 1997, all FHLB advances were fixed amounts.
<TABLE>
Future payments at December 31, 1997 for all FHLB advances were as follows
(in thousands):

     Year of Maturity                                 Amount
    <S>                                            <C>
         1998                                        $ 7,000
         1999                                              -
         2000                                              -
         2001                                              -
         2002 and thereafter                          11,000
                                                     $18,000
</TABLE>
<TABLE>
A summary of FHLB advances follows:

                                                 Year Ended December 31,
                                                    1997         1996
                                                  (Dollars in thousands)
<S>                                             <C>          <C>
Balance on December 31                            $18,000      $15,300
Highest month-end balance                          21,050       19,100
Average balance during the year                    17,905        4,342
Average rate                                         5.89%        6.20%
Average rate at year-end                             5.74%        5.73%
</TABLE>

7. Income Taxes

Under provisions of the Internal Revenue Code and similar sections of the
Illinois income tax law for years beginning before January 1, 1996,
qualifying thrifts could claim bad debt deductions based on the greater of
(1) a specified percentage of taxable income, as defined, or (2) actual loss
experience.

The Small Business Job Protection Act became law on August 20, 1996.  One of
the provisions in this law repealed the reserve method of accounting for bad
debts for thrift institutions so that the bad debt deduction described in the
preceding paragraph will no longer be effective for tax years beginning after
December 31, 1995.  The change in the law requires that the tax bad debt
reserves accumulated after September 30, 1988 be recaptured into taxable
income over a six-year period.  The Company has no deferred tax liability
related to this change.

                                (Page 24)

Eagle BancGroup, Inc. and Subsidiary
              Notes to Consolidated Financial Statements

The Company qualified under provisions for the Internal Revenue Code which
permitted it to deduct from taxable income a provision for bad debts which
differs from the provision for such losses charged to income.  Accordingly,
retained earnings at December 31, 1997 includes approximately $3,565,000 for
which no provision for federal income taxes has been made.  If, in the future,
this portion of retained earnings is used for any purpose other than to absorb
loan losses, federal income taxes may be imposed at the then applicable rates.
<TABLE>
The federal income tax expense (benefit) consists of the following:

                                            Year Ended December 31,
                                          1997       1996       1995
                                            (Dollars in thousands)
<S>                                    <C>        <C>        <C>
Current                                  $ 378      $(254)     $(145)
Deferred                                  (114)        (4)       115
                                         $ 264      $(258)     $ (30)
</TABLE>
<TABLE>
A reconciliation of the statutory federal income tax rate to the
effective income tax rate follows:

                                            Year Ended December 31,
                                          1997       1996       1995
<S>                                      <C>        <C>         <C>
Statutory rates                            34%        34%         34%
Recoveries on sales of real estate owned    -          -          (4)
Other                                       -          1          (1)
                                           34%        35%         29%
</TABLE>
<TABLE>
The components of the deferred tax asset (liability) are as follows:

                                                        December 31,
                                                      1997        1996
                                                   (Dollars in thousands)
<S>                                                 <C>         <C>
Deferred tax assets:
Provision for holding losses on investment
 and mortgage-backed securities                       $ 56        $172
Allowance for loan and real estate losses              318         314
Deferred compensation                                  114          71
Other                                                  225         158
  Total deferred tax assets                            713         715

Deferred tax liabilities:
Premises and equipment                                (250)       (280)
Other                                                  (75)        (45)
  Total deferred tax liabilities                      (325)       (325)

  Net deferred tax assets                             $388        $390
</TABLE>
                                (Page 25)

Eagle BancGroup, Inc. and Subsidiary
              Notes to Consolidated Financial Statements

8. Stockholders' Equity

Eagle has authorized the issuance of 100,000 shares of preferred stock with a
par value of $.01 per share.  Preferred stock may be issued by the Board of
Directors from time to time on terms set by the Board without further
authorization from the stockholders.

First Federal is subject to various regulatory capital requirements
administered by the federal banking agencies.  Failure to meet minimum capital
requirements can initiate certain mandatory and possibly additional
discretionary actions by regulators that, if undertaken, could have a direct
material effect on First Federal's financial statements.  Under capital
adequacy guidelines and the regulatory framework for prompt corrective action,
First Federal must meet specific capital guidelines that involve quantitative
measures of assets, liabilities, and certain off-balance-sheet items as
calculated under regulatory accounting practices.  First Federal's capital
amounts and classifications are also subject to qualitative judgments by the
regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy
require First Federal to maintain minimum amounts and ratios (set forth in the
table below) of Tangible and Tier I capital (as defined by the regulations) to
tangible assets (as defined) and Total and Tier I capital (as defined) to
risk-weighted assets (as defined).  Management believes, as of December 31,
1997, that First Federal meets all capital adequacy requirements to which it
is subject.

As of December 31, 1997, the most recent notification from the Office of
Thrift Supervision categorized First Federal as well capitalized under the
regulatory framework for prompt corrective action under FDICIA.  To be
categorized as well capitalized, First Federal must maintain minimum total
risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the
following table.  There are no conditions or events since that notification
that management believes would change First Federal's category.
<TABLE>
                                                              To Be Well
                                                          Capitalized Under
                                         For Capital      Prompt Corrective
                             Actual    Adequacy Purposes  Action Provisions
                         Amount  Ratio    Amount   Ratio    Amount   Ratio
                                       (Dollars in thousands)
<S>                   <C>       <C>    <C>       <C>     <C>       <C>
As of December 31, 1997:
Tangible Capital to
  Tangible Assets       $16,845   9.99%  $ 2,530   1.50%      N/A     N/A
Core Capital to
  Tangible Assets       $16,845   9.99%  $ 5,060   3.00%   $ 8,434   5.00%
Tier I Capital to
  Risk Weighted Assets  $16,845  15.44%    N/A     N/A     $ 6,545   6.00%
Total Capital to
  Risk Weighted Assets  $17,780  16.30%  $ 8,726   8.00%   $10,908  10.00%

As of December 31, 1996:
Tangible Capital to
  Tangible Assets       $16,325  9.66%   $ 2,535   1.50%     N/A     N/A
Core Capital to
  Tangible Assets       $16,325  9.66%   $ 5,070   3.00%   $ 8,450   5.00%
Tier I Capital to
  Risk Weighted Assets  $16,325 17.38%      N/A     N/A    $ 5,635   6.00%
Total Capital to
  Risk Weighted Assets  $17,175 18.29%   $ 7,513   8.00%   $ 9,392  10.00%
</TABLE>
                                (Page 26)

Eagle BancGroup, Inc. and Subsidiary
              Notes to Consolidated Financial Statements

First Federal established a liquidation account at the time of conversion from
a mutual savings association to a capital stock savings association.  The
account balance was equal to the amount of First Federal's net worth on June
29, 1996.  The account will be maintained for the benefit of eligible deposit
account holders who continue to maintain deposit accounts following the
conversion.  In the unlikely event of a complete liquidation, each eligible
deposit account holder will be entitled to receive a liquidation distribution
of any assets remaining after payment of all valid creditor's claims,
including the claims of all depositors to the withdrawal values of their
deposit accounts, but before any liquidation distribution may be made with
respect to Eagle's common stock.  Eligible deposit account holders have a
subaccount in the liquidation account for each deposit account as of March 31,
1996.  The liquidation account balance will gradually decrease as eligible
deposit account holders subaccount balances are reduced or cease to exist.
Dividends cannot be paid from the liquidation account

The Board of Directors may declare dividends to be paid on Eagle's common
stock.  Such payments may depend on dividends paid by First Federal to Eagle.
The amount First Federal can pay in dividends is limited by Office of Thrift
Supervision rules that generally allow for capital distributions in any
calendar year equal to the higher of net income for the calendar year to date
plus an amount that would reduce by one-half the surplus capital ratio at the
beginning of the calendar year or 75% of the net income over the previous four
quarters.  As of January 1, 1998, First Federal's allowable capital
distribution amount was approximately $5,900,000.

9. Employee and Director Benefit Plans

Pension Plan - First Federal has a defined benefit pension plan that was
frozen on March 31, 1996 as a result of the creation of the Employee Stock
Ownership Plan.  Benefits, which were based on years of service and
compensation, ceased to accrue January 1, 1996.  Annual contributions are made
to the plan as required by actuarial calculation and as allowed as a deduction
for federal income tax purposes.  Contributions are intended to provide for
benefits attributed to service through December 31, 1995.  Management intends
to terminate the plan during 1998, subject to the IRS and Department of Labor
approvals.  The following table sets forth the plan's funded status and
amounts recognized in the Company's statement of financial condition at
December 31:
<TABLE>
                                                      December 31,
                                                    1997        1996
                                                 (Dollars in thousands)
<S>                                              <C>         <C>
Actuarial present value of benefit obligations:
Accumulated benefit obligation, including vested
  benefits of approximately $574,000 in 1997 and
  $511,000 in 1996                                  $ 613       $ 546

Projected benefit obligation for service rendered   $ 631       $ 562
Plan assets at fair value                             543         473
Plan assets in excess of (less than) projected
  benefit obligation                                  (88)        (89)
Unrecognized net loss from past experience
  different from that assumed and effects of
  changes in assumptions                               86          64
Prior service cost, subsequent to the curtailment,
  not yet recognized in net periodic pension cost       3           4
Unrecognized net asset at December 31                 (18)        (19)
Prepaid (accrued) pension cost                      $ (17)      $ (40)
</TABLE>
                                (Page 27)

Eagle BancGroup, Inc. and Subsidiary
              Note to Consolidated Financial Statements
<TABLE>
Net pension expense included the following components:

                                                  Year Ended December 31,
                                                 1997      1996      1995
                                                   (Dollars in thousands)
<S>                                            <C>       <C>       <C>
Service costs-benefits earned during the year    $ 19      $ 19      $ 64
Interest cost on projected benefit obligation      44        42        55
Actual return on plan assets                      (44)      (54)      (61)
Net amortization and deferral                      10        26        28
Net periodic pension expense                     $ 29      $ 33      $ 86
</TABLE>
401(k) Plan - First Federal maintains a 401(k) plan that allows eligible
employees to establish a tax-favored savings plan.  Matching contributions
were made by First Federal up to a maximum of $1,000 per employee annually
to all eligible employees on the last day of 1997, 1996 and 1995.  Future
contributions may be made by First Federal at the discretion of the Board of
Directors.  Eligible employees fully vest in their share of employer
contributions after six years of qualified service.  Matching expense for
1997, 1996 and 1995 totaled $26,000, $22,000 and $24,000, respectively.

Employee Stock Ownership Plan ("ESOP") - In conjunction with Eagle's
subscription stock offering, an ESOP was created and 104,216 shares of Eagle's
stock were purchased for future allocation to employees.  The purchase was
funded with a loan from Eagle.  Shares will be allocated to all eligible
employees annually on the last day of the fiscal year based on a pro rata
share of total compensation for the year.  Benefits vest in full upon
completion of six years of qualified service.  Compensation expense for the
ESOP was $200,000 and $104,000 for the years ended December 31, 1997 and 1996,
respectively.
<TABLE>
The following table reflects the shares held by the ESOP:

                                                 December 31,
                                               1997        1996
<S>                                      <C>         <C>
Shares allocated to participants              20,844      10,422
Unallocated shares                            83,372      93,794
  Total                                      104,216     104,216

Fair value of unallocated shares          $1,573,646  $1,406,910
</TABLE>
First Federal will make minimum contributions to the ESOP sufficient to meet
annual principal and interest obligations on the loan from Eagle.
Contributions in excess of this amount may be made at First Federal's
discretion.  Cash dividends received with respect to unallocated shares, if
any, will be applied to principal and interest due on the loan.

                                (Page 28)

Eagle BancGroup, Inc. and Subsidiary
              Notes to Consolidated Financial Statements

Management Development and Recognition Plan - The Management Development and
Recognition Plan ("MDRP") was approved with an effective date of February 11,
1997.  The MDRP purchased, with funds provided by the Company, 52,106 shares
in the open market during February, 1997.  Directors and officers become
vested in the shares of common stock awarded to them under the MDRP at a rate
of 20 percent per year, commencing one year after the grant date, and 20
percent on each anniversary date thereof for the following four years.  As of
December 31, 1997, 44,289 shares have been awarded to officers and directors.
MDRP compensation expense was $123,000 for the year ended December 31, 1997.
First Federal accounts for its MDRP in accordance with Accounting Principle
Board Statement 25 (APB No. 25). Compensation expense is recognized over the
vesting period for shares awarded under the plan.

Stock Option Plans - At a special stockholder's meeting on February 11, 1997,
the 1996 Stock Option Plan ("SOP") was approved.  The Board has reserved an
amount of stock equal to 130,270 shares, or 10 percent of the common stock
sold in the conversion for issuance under the SOP.  The options will be
granted by a Committee, comprised of directors, to key employees and directors
based on their services.  The exercise price of options granted must be at
least equal to the fair market value of the common stock on the date the
option is granted.  The options granted under the plan become exercisable at a
rate of 20 percent per year commencing one year after the grant date and 20
percent on each anniversary date for the following four years.  As of December
31, 1997, 110,729 options had been granted.

The SOP promotes stock ownership by directors and selected officers and
employees of Eagle and First Federal by granting stock options to
participants.  Options granted will vest and become exercisable over a five
year period.  Options granted are not expected to result in any compensation
and employee benefits expense for the Company either at the time of the grant
or at the time of exercise of the option.
<TABLE>
A summary of the status of the Company's stock option plan as of
December 31, 1997 and the changes during the year is as follows:

                                                        1997
                                                            Weighted-
                                                             Average
                                                            Exercise
                                                   Shares     Price
<S>                                             <C>        <C>
Outstanding at beginning of year                        -    $    -
Granted                                           110,729     15.48
Exercised                                               -         -
  Outstanding at end of year                      110,729    $15.48

Exercisable at end of year                              -

Weighted-average fair value per option
  of options granted during the year                $4.57
</TABLE>
                                (Page 29)

Eagle BancGroup, Inc. and Subsidiary
              Notes to Consolidated Financial Statements

Grants under the above plan are accounted for following APB No. 25 and related
interpretations.  Accordingly, no compensation cost has been recognized for
grants under this plan.  Had compensation cost for stock-based compensation
been determined based on the grant date fair values of awards (the method
described in SFAS 123), reported net income and earnings per common share
would have been reduced.  There is no difference for 1997 since no options
were vested as of December 31, 1997.

The Black-Scholes option pricing model was used in estimating the fair value
of traded options which have no vesting restrictions.  In addition, the model
requires the use of subjective assumptions, included expected stock price
volatility.  In management's opinion, such valuation model may not necessarily
provide the best single measure of option value.  The fair value of the stock
options granted has been estimated using the Black-Scholes option pricing
model with the following weighted average assumptions:
<TABLE>
                                                           1997
<S>                                                    <C>
Number of options granted                                110,729
Risk-free interest rate                                     5.69%
Expected life, in years                                       10
Expected volatility                                         16.6%
Expected dividend yield                                     2.00%
Estimated fair value per option                            $4.57
</TABLE>
10. Fair Value of Financial Instruments

Following are disclosures of the estimated fair value of the Company's
financial instruments.  The estimated fair value amounts have been determined
using available market information and appropriate valuation methodologies.
However, considerable judgment is necessarily required to interpret market
data to develop the estimates of fair value.  Accordingly, the estimates
presented are not necessarily indicative of the amounts the Company could
realize in a current market exchange.  The use of different market assumptions
and/or estimation methodologies may have a material effect on the estimated
fair value amounts.

The following methods and assumptions were used by the Company in estimating
its fair value disclosures for financial instruments:

  Cash and short-term investments:  The carrying amounts reported in the
  balance sheet for cash and short-term investments approximate their
  fair values.

  Investment securities, mortgage-backed securities and FHLB stock:  Fair
  values for investment securities and mortgage-backed securities are
  based on quoted market prices, where available.  If quoted market prices
  are not available, fair values are based on quoted market prices of
  comparable instruments.  Fair value of FHLB stock is estimated to equal
  cost.  The carrying amount of accrued interest receivable
  approximates fair value.

                                (Page 30)

Eagle BancGroup, Inc. and Subsidiary
              Notes to Consolidated Financial Statements

  Loans:  For variable rate loans that reprice frequently and with no
  significant change in credit risk, fair values are based on carrying
  values.  The fair values for all other loans are estimated using
  discounted cash flow analyses, using interest rates currently being
  offered for loans with similar terms to borrowers of similar credit
  quality.  The carrying amount of accrued interest receivable
  approximates its fair value.

  Deposits:  The fair value disclosed for demand deposits, including
  interest-bearing and noninterest bearing accounts, passbook savings and
  certain types of money market accounts are, by definition, equal to the
  amount payable on demand at the reporting date (i.e. their carrying
  amounts).  Fair values for fixed-rate certificates of deposit are
  estimated using a discounted cash flow calculation that applies interest
  rates currently offered on certificates to a schedule of aggregated
  expected monthly maturities on time deposits.  The carrying amount of
  accrued interest payable approximates fair value.

  Borrowed funds:  The fair value of the Company's borrowed funds are
  estimated using discounted cash flow analysis based on the Company's
  current incremental borrowing rates for similar types of borrowing
  arrangements.

  Off-balance-sheet instruments:  Fair values of off-balance-sheet
  instruments (loan commitments) are based on quoted rates and fees
  currently charged to enter into similar agreements, taking into account
  the counterparties' credit standing.  The terms of loan commitments
  outstanding at December 31, 1997 are comparable to terms available for
  new commitments at that date.

<TABLE>
The estimated fair values of the Company's financial instruments
are as follows:
<CAPTION>
                                                December 31,
                                          1997                 1996
                                  Carrying     Fair    Carrying     Fair
                                   Amount     Value     Amount     Value
                                           (Dollars in thousands)
<S>                             <C>       <C>        <C>       <C>
Assets:
  Cash on hand and in other
    institutions                  $  1,628  $  1,628   $  1,487  $  1,487
  Federal funds sold and
    overnight deposits               3,386     3,386      5,573     5,573
  Investment securities,
    mortgage-backed securities
    and FHLB stock                  38,943    38,943     53,883    53,883
  Loans, net                       122,409   123,141    106,641   106,487

Liabilities:
  Deposits                        $131,452  $131,744   $133,995  $134,456
  Borrowed funds                    18,000    17,811     15,300    15,297
</TABLE>
                                (Page 31)

Eagle BancGroup, Inc. and Subsidiary
              Notes to Consolidated Financial Statements

11. SAIF Recapitalization

The Economic Growth and Regulation Paperwork Reduction Act of 1996 (the "Act")
was signed into law on September 30, 1996.  The Act included a provision to
bring the Savings Association Insurance Fund ("SAIF") reserve ratio to the
statutory minimum of 1.25% of insured deposits through a one-time special
assessment on SAIF members.  In November, 1996, savings institutions paid an
assessment of $0.657 per $100 of deposits as of March 31, 1995.  First
Federal's special assessment amounted to $875,000.  Net of tax, 1996 earnings
were reduced $600,000.  In 1997, deposit insurance premium rates were lower
than in previous years as only the amount necessary to maintain the statutory
minimum SAIF reserve ratio was paid.

12. Commitments and Contingencies

In the normal course of business, there are outstanding various contingent
liabilities such as claims and legal actions, which are not reflected in the
consolidated financial statements.  In the opinion of management, the ultimate
resolution of these matters is not expected to have a material effect on the
consolidated financial statements.

First Federal is party to financial instruments with off-balance-sheet risk in
the normal course of business to meet the financing needs of its customers.
These financial instruments include commitments to extend credit, standby
letters of credit, and financial guarantees.  Those instruments involve, to
varying degrees, elements of credit and interest rate risk.  The contract or
notional amounts of those instruments reflect the extent of involvement First
Federal has in particular classes of financial instruments.  First Federal's
exposure to credit loss, in the event of nonperformance by the other party to
the financial instruments for commitments to extend credit and standby letters
of credit, is represented by the contractual notional amount of those
instruments.  First Federal uses the same credit policies in making
commitments and conditional obligations as it does for on-balance-sheet
instruments.

First Federal had outstanding commitments to originate new loans totaling
approximately $567,000 and $301,000 at December 31, 1997 and 1996,
respectively.  In addition, First Federal committed to approximately
$2,841,000 and $3,544,000 of lines of credit, which were undrawn at December
31, 1997 and 1996, respectively.  Such commitments are recorded in the
financial statements when they are funded or related fees are incurred or
received.  These commitments are principally at variable interest rates.

The Company and First Federal do not engage in the use of interest rate
swaps, futures, forwards, or option contracts.

                                (Page 32)

Eagle BancGroup, Inc. and Subsidiary
              Notes to Consolidated Financial Statements

13. Quarterly Financial Data (Unaudited)
<TABLE>
Summarized quarterly financial data for 1997 and 1996 follows:

                                  First      Second     Third      Fourth
                                 Quarter    Quarter    Quarter    Quarter
                                    (in thousands except per share data)
<S>                           <C>        <C>        <C>        <C>
1997
Operating summary:
  Interest income               $  2,974   $  3,140   $  3,134   $  3,078
  Interest expense                 1,963      2,040      2,085      2,033
    Net interest income            1,011      1,100      1,049      1,045
  Provision for loan losses           60         60         60         60
    Net interest income after
      provision for loan losses      951      1,040        989        985
  Non-interest income                 99        161        156        160
  Non-interest expense               859        944        988        977
    Income before income tax         191        257        157        168
  Income tax expense                  65         87         53         59
    Net income                  $    126   $    170   $    104   $    109

Per share data:
  Basic earnings per share      $   0.10   $   0.15   $   0.09   $   0.10
  Diluted earnings per share        0.10       0.15       0.09       0.10
  Book value                       16.28      16.69      17.03      17.24

Selected balance sheet averages:
  Assets                        $170,518   $172,839   $173,427   $172,748
  Investment securities           54,066     49,938     46,773     42,107
  Loans                          109,913    117,431    121,948    122,684
  Interest bearing deposits      132,474    131,221    131,660    130,711
  Borrowed funds                  13,897     18,406     21,220     18,015
  Stockholders' equity            21,513     20,584     20,438     20,301
</TABLE>
                                (Page 33)

Eagle BancGroup, Inc. and Subsidiary
              Notes to Consolidated Financial Statements
<TABLE>
                                  First      Second     Third      Fourth
                                 Quarter    Quarter    Quarter    Quarter
                                    (in thousands except per share data)
<S>                           <C>        <C>        <C>        <C>
1996
Operating summary:
  Interest income               $  2,598   $  2,664   $  2,820   $  3,012
  Interest expense                 1,902      1,916      1,881      2,004
    Net interest income              696        748        939      1,008
  Provision for loan losses           15         20        103         45
    Net interest income after
      provision for loan losses      681        728        836        963
  Non-interest income                109         75         69        165
  Non-interest expense               839        827      1,772        935
   (Loss) income before income tax   (49)       (24)      (867)       193
  Income tax (benefit) expense       (15)        (8)      (277)        42
    Net (loss) income           $    (34)  $    (16)  $   (590)  $    151

Per share data:
  Basic earnings per share           N/A   $  (0.01)  $  (0.45)  $   0.12
  Diluted earnings per share         N/A      (0.01)     (0.45)      0.12
  Book value                         N/A      17.15      16.76      17.00

Selected balance sheet averages:
  Assets                        $151,136   $155,718   $160,432   $170,168
  Investment securities           56,153     56,513     56,610     58,168
  Loans                           89,292     93,690    100,375    106,035
  Interest bearing deposits      138,200    138,158    133,834    132,356
  Borrowed funds                       -      1,428      2,224     13,812
  Stockholders' equity            11,434     14,432     21,219     21,448
</TABLE>

The 1996 and first three quarters of 1997 earnings per share amounts have
been restated to comply with Statement of Financial Accounting Standards No.
128, "Earnings per Share."

                                (Page 34)

Eagle BancGroup, Inc. and Subsidiary
              Notes to Consolidated Financial Statements

14. Parent Company Information
<TABLE>
Consolidated financial information for Eagle BancGroup, Inc.
(parent company only) follows:

                                                      December 31,
                                                    1997        1996
                                                 (Dollars in thousands)
<S>                                            <C>          <C>
Condensed statements of condition
Assets:
  Cash on deposit with bank subsidiary           $    89      $ 1,074
  Investment securities available for sale
    at market value, cost, $2,630 1997;
    $4,060 1996                                    2,649        4,048
  Investment in subsidiary                        16,722       15,995
  First Federal ESOP loan                            834        1,085
  Other assets                                        22            -
    Total assets                                 $20,316      $22,202

Liabilities and stockholders' equity:
  Liabilities                                    $    11      $    61
  Stockholders' equity                            20,305       22,141
    Total liabilities and stockholders' equity   $20,316      $22,202
</TABLE>
<TABLE>
                                              Year Ended December 31,
                                            1997       1996       1995
                                               (Dollars in thousands)
<S>                                      <C>        <C>         <C>
Condensed statements of income
Interest income on investments             $ 204      $ 154       $  -
Interest income on ESOP loan                  77         43          -
  Total interest income                      281        197          -

Non-interest income                            5          9          -
Non-interest expense                         146         15          -
  Total non-interest expense                (141)        (6)         -
    Income before income tax expense         140        191          -
Income tax expense                            47         65          -
  Income before equity in undistributed
    net income (loss) of subsidiary           93        126          -
Equity in undistributed net income
  (loss) of subsidiary                       416       (615)         -
  Net income (loss)                        $ 509      $(489)      $  -
</TABLE>
                                (Page 35)

Eagle BancGroup, Inc. and Subsidiary
              Notes to Consolidated Financial Statements
<TABLE>
                                                 Year Ended December 31,
                                               1997       1996       1995
                                                  (Dollars in thousands)
<S>                                        <C>        <C>         <C>
Condensed statements of cash flows
Operating activities:
  Net income (loss)                          $   509    $  (489)     $  -
  Adjustments to reconcile net income
 (loss) to net cash provided by
  operating activities:
    Amortization of investment premiums
      and discounts, net                          (2)         -         -
    Gains on securities sold, net                 (5)         -         -
    Undistributed (earnings) loss of
      Subsidiary                                (416)       615         -
    Release of ESOP shares                        96          -         -
    Allocation of MDRP shares                    123          -         -
    Decrease (increase) in interest receivable    34       (105)        -
   (Decrease) in other assets                    (33)         -         -
   (Decrease) increase in other liabilities       (7)        61         -
      Net cash provided by operating activities  299         82         -

Investing activities:
  Purchases of available for sale securities  (2,133)    (6,030)        -
  Proceeds from sale of available for sale
    securities                                 3,536      2,036         -
  Loan to ESOP for stock purchase                  -     (1,042)        -
  Loan repayment                                 208          -         -
    Net cash provided by (used in)
      investing activities                     1,611     (5,036)        -

Financing activities:
  Purchase MDRP stock                           (840)         -         -
  Purchase of treasury stock                  (2,055)         -         -
  Proceeds from sale of common stock               -     12,228         -
  Purchase of First Federal common stock           -     (6,200)        -
    Net cash (used in) provided by
      financing activities                    (2,895)     6,028         -

(Decrease) increase in cash and
  cash equivalents                              (985)     1,074         -

Cash and cash equivalents:
  Beginning of year                            1,074          -         -
  End of year                                $    89   $  1,074      $ 	-
</TABLE>
                                (Page 36)

Eagle BancGroup, Inc. and Subsidiary
                   Other Corporate Information

Directors -               Senior Officers-         Form 10-K Report
Eagle BancGroup, Inc.     First Federal Savings    Single copies of Eagle
Gerald A. Bradley         Donald L. Fernandes      BancGroup, Inc.'s 1997
Chairman of the Board     Chairman and Chief       Annual Report on Form 10-K,
Owner, Bloomington Tent   Executive Officer        as filed with the
and Awning Company                                 Securities and Exchange
Bloomington, Illinois     David R. Wampler         Commision, are available at
                          President                no charge.  Contact Lori
Robert P. Dole                                     Campbell, Assistant
Retired President,        Gary Richardson          Secretary, Eagle BancGroup,
National Union            Vice President-Lending   Inc., 301 Fairway Drive,
Electric Corporation                               Bloomington, Illinois 61701
Normal, Illinois          Larry C. McClellan       or phone (309) 663-6345
                          Vice President-Operations
Louis F. Ulbrich                                   Common Stock-
Attorney-at-law, Retired  Laurel Beth Donovan      Market Information
Bloomington, Illinois     Vice President-          The Company's common stock
                          Retail Banking Services  trades on the Nasdaq Stock
William J. Hanfland                                Market under the symbol
Assistant Treasurer,      Corporate Headquarters   EGLB.  At December 31, 1997
Illinois Agricultural     Eagle BancGroup, Inc.    there were 1,177,705 shares
Association               301 Fairway Drive        of the Company's common
Bloomington, Illinois     P. O. Box 429            stock issued and
                          Bloomington, IL 61701    outstanding and there were
Steven J. Wannemacher     Telephone (309)663-6345  approximately 350 holders
Executive Vice President  Facsimile (309)663-8763  of record and beneficial
Heritage Enterprises,Inc.                          holders.
Bloomington, Illinois     Corporate Attorneys
                          Schiff Hardin & Waite    The high and low sales
Donald L. Fernandes       7200 Sears Tower         price of the Company's
President and             Chicago, Illinois 60606  common stock for the four
Chief Executive Officer,                           quarters ended March 31,
Eagle BancGroup, Inc.     Independent Auditors     June 30, September 30 and
                          McGladrey & Pullen, LLP  December 31, as provided
David R. Wampler          401 Main Street          by Nasdaq, are as follows:
Vice President            Peoria, Illinois 61602                  High    Low
Eagle BancGroup, Inc.                              Quarter Ended:
Bloomington, Illinois     Transfer Agent and       Mar 31, 1997  16.250 14.500
                          Registrar                Jun 30, 1997  15.875 14.750
Officers-                 Registrar and Transfer   Sep 30, 1997  18.375 15.250
Eagle BancGroup, Inc.       Company                Dec 31, 1997  20.375 18.000
Donald L. Fernandes       10 Commerce Drive
President and             Cranford, NJ 07016       The Company has not paid
Chief Executive Officer   (908) 497-2300           any dividends.  For
                                                   information regarding
David R. Wampler          Annual Meeting           restrictions on dividend
Vice President            The annual meeting of    payments see Note 8 of the
                          Stockholders of Eagle    Notes to Consolidated
Louis F. Ulbrich          BancGroup, Inc. will be  Financial Statements.
Secretary                 held at 10:00am (CDT) on
                          Wednesday, April 15, 1998
                          at the Best Western Eastland
                          Suites Conference Center,
                          Bloomington, Illinois
                               (Page 37)