UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    Form 10-Q

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1999

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to

                           Commission file number [ ]



                         FIRST DECATUR BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)




                  Delaware                  33-80333            37-1085161
         (State or other jurisdiction   (Commission File     (I.R.S. Employer
               of incorporation)             Number)        Identification No.)



                  130 North Water Street, Decatur, IL                62523
-----------------------------------------------------------------------------
                  (Address of principal executive offices)         (Zip Code)



Registrant's telephone number, including area code      217-424-1111


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding  twelve months (or for such shorter period that the Registrant was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past ninety days.

                                   Yes X No


2,764,970  shares of the  Registrant's  common stock,  par value $.01 per share,
were outstanding at September 30, 1999.


<PAGE>



                         FIRST DECATUR BANCSHARES, INC.
          FORM 10-Q FOR THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999
                                      INDEX

                                                                           Page

PART I - FINANCIAL INFORMATION                                               1

    Item 1.   Condensed Consolidated Financial Statements                    1
    Item 2.   Management's Discussion and Analysis of Financial
              Condition and Results of Operations                            7
    Item 3.   Quantitative and Qualitative Disclosures about Market Risk    14


PART II - OTHER INFORMATION                                                 17

    Item 1.   Legal Proceedings                                             17
    Item 2.   Changes in Securities                                         17
    Item 3.   Defaults upon Senior Securities                               17
    Item 4.   Submission of Matters to a Vote of Security Holders           17
    Item 5.   Other Information                                             17
    Item 6.   Exhibits and Reports on Form 8-K                              17


SIGNATURES                                                                  18

EXHIBITS

    Exhibit 11. Computation of Earnings Per Share                           19


<PAGE>

PART 1 - FINANCIAL INFORMATION

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                         FIRST DECATUR BANCSHARES, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                               September 30,        December 31,
                                                                                   1999                1998
                                                                                (Unaudited)
                                                                            -------------------- --------------------
<S>                                                                         <C>                  <C>
Assets
     Cash and due from banks                                                        $    62,962          $    30,114
     Federal funds sold                                                                   1,929               13,255
                                                                            -------------------- --------------------
         Cash and cash equivalents                                                       64,891               43,369

     Securities available for sale                                                      131,476              137,689
     Securities held to maturity                                                         21,860               25,567
     Loans, net                                                                         240,406              214,812
     Premises and equipment                                                               9,628                9,082
     Other assets                                                                        11,611               11,173
                                                                            -------------------- --------------------
               Total assets                                                         $   479,872          $   441,692
                                                                            ==================== ====================

Liabilities
     Deposits
        Noninterest bearing                                                         $    64,158          $    65,894
        Interest bearing                                                                310,829              289,874
                                                                            -------------------- --------------------
          Total Deposits                                                                374,987              355,768

     Short-term borrowings                                                               29,026               10,278
     Federal Home Loan Bank loans                                                        17,865               17,904
     Other liabilities                                                                    3,759                4,374
                                                                            -------------------- --------------------
               Total liabilities                                                        425,637              388,324
                                                                            -------------------- --------------------

Stockholders' Equity
     Preferred stock, no par value.  Authorized 200,000 shares,
       none issued or outstanding
     Common stock, $.01 par value.  Authorized 5,000,000 shares;
       Issued 2,909,397 shares of which 144,427 shares and 140,455
       shares were held as treasury stock                                                    29                   29
     Additional paid-in capital                                                           8,027                7,874
     Paid-in-capital - phantom stock                                                        253                  220
     Retained earnings                                                                   52,241               48,618
     Accumulated other comprehensive income                                             (2,043)                  622
                                                                            -------------------- --------------------
                                                                                         58,507               57,363
     Treasury stock, at cost                                                            (4,272)              (3,994)
                                                                            -------------------- --------------------
               Total stockholders' equity                                                54,235               53,368
                                                                            -------------------- --------------------
                    Total liabilities and stockholders' equity                      $   479,872          $   441,692
                                                                            ==================== ====================
</TABLE>

                                     Page 1
<PAGE>


                         FIRST DECATUR BANCSHARES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                      (in thousands except per share data)

<TABLE>
<CAPTION>
                                                           Three Months Ended                  Nine Months Ended
                                                     September 30      September 30     September 30      September 30
                                                         1999              1998             1999              1998
                                                      (Unaudited)       (Unaudited)      (Unuadited)       (Unaudited)
                                                    ---------------- ----------------- ---------------- -----------------
<S>                                                 <C>              <C>               <C>              <C>
Interest Income
     Interest on loans                                   $    4,932        $    4,475        $  14,075         $  13,008
     Interest on investments                                  2,293             2,261            6,883             6,615
     Interest on federal funds sold                             188               247              437               694
     Other interest income                                       14                12               43                39
                                                    ---------------- ----------------- ---------------- -----------------
          Total interest income                               7,427             6,995           21,438            20,356
                                                    ---------------- ----------------- ---------------- -----------------

Interest Expense
     Interest on deposits                                     3,105             3,007            8,868             8,658
     Interest on borrowings                                     355               346            1,044               845
                                                    ---------------- ----------------- ---------------- -----------------
          Total interest expense                              3,460             3,353            9,912             9,503
                                                    ---------------- ----------------- ---------------- -----------------
Net Interest Income                                           3,967             3,642           11,526            10,853
     Provision for loan losses                                   36                61              138               223
                                                    ---------------- ----------------- ---------------- -----------------
Net Interest Income After Provision for
  Loan Losses                                                 3,931             3,581           11,388            10,630
                                                    ---------------- ----------------- ---------------- -----------------

Other Income
     Fiduciary activities                                       477               425            1,432             1,248
     Loan servicing fees                                         19                20               95                69
     Remittance processing fees                               2,074             1,284            6,149             3,598
     Service charges on deposit accounts                        245               252              710               750
     Security transactions, net                                  11                13               53                37
     Net gains on loan sales                                     44                95              215               301
     Other                                                      353               291            1,026               827
                                                    ---------------- ----------------- ---------------- -----------------
          Total other income                                  3,223             2,380            9,680             6,830
                                                    ---------------- ----------------- ---------------- -----------------

Other Expenses
     Salaries and employee benefits                           2,574             2,112            7,775             6,175
     Net occupancy                                              329               287              887               831
     Equipment expenses                                         628               522            1,810             1,487
     Professional fees                                          131               103              340               289
     Data processing fees                                        64               144              188               234
     Supplies                                                   173                35              414               250
     Service charges from corresponding banks                   326               178              998               533
     Other operating expenses                                   657               630            1,871             1,713
                                                    ---------------- ----------------- ---------------- -----------------
          Total other expenses                                4,882             4,011           14,283            11,512
                                                    ---------------- ----------------- ---------------- -----------------
Income Before Income Tax                                      2,272             1,950            6,785             5,948
     Income tax expense                                         699               605            2,083             1,809
                                                    ---------------- ----------------- ---------------- -----------------
          Net Income                                     $    1,573        $    1,345        $   4,702         $   4,139
                                                    ================ ================= ================ =================

Dividends Per Share                                       $    0.13         $    0.13         $   0.39          $   0.39
Basic Earnings Per Share                                  $    0.57         $    0.47         $   1.70          $   1.44
Average Shares Outstanding                                2,764,970         2,883,162        2,765,333         2,883,107
Diluted Earnings Per Share                                $    0.57         $    0.46         $   1.69          $   1.43
Average Shares Outstanding                                2,782,583         2,898,338        2,782,477         2,896,590

</TABLE>
                                     Page 2

<PAGE>

                         FIRST DECATUR BANCSHARES, INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (in thousands)

<TABLE>
<CAPTION>
                                                         Three Months Ended              Nine Months Ended
                                                         September 30, 1999              September 30, 1999
                                                             (Unaudited)                     (Unaudited)
                                                        -------------------------     --------------------------
<S>                                                      <C>              <C>         <C>                <C>
Net Income                                                                $1,573                         $4,702

Other comprehensive income, net of tax
     Unrealized losses on securities:
        Unrealized holding loss arising during

        the period                                         $(380)                       $(2,630)
          Less:  Reclassification adjustment for
          gains inluded in net income                           7                             35
                                                     -------------                   ------------
Other comprehensive income                                                 (387)                        (2,665)
                                                                   --------------                  -------------
Comprehensive income                                                      $1,186                         $2,037
                                                                   ==============                  =============
</TABLE>

<TABLE>
<CAPTION>
                                                         Three Months Ended              Nine Months Ended
                                                         September 30, 1998              September 30, 1998
                                                            (Unaudited)                      (Unaudited)
                                                        -------------------------     --------------------------
<S>                                                      <C>              <C>         <C>                <C>
Net Income                                                                $1,345                         $4,139

Other comprehensive income, net of tax
     Unrealized losses on securities:
        Unrealized holding loss arising during
        the period                                           $874                           $819
          Less:  Reclassification adjustment for
          gains inluded in net income                           9                             24
                                                     -------------                   ------------
Other comprehensive income                                                   865                            795
                                                                   --------------                  -------------
Comprehensive income                                                      $2,210                         $4,934
                                                                   ==============                  =============
</TABLE>

                                     Page 3
<PAGE>


                         FIRST DECATUR BANCSHARES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                        Nine Months Ended
                                                                                September 30,      September 30,
                                                                                    1999               1998
                                                                                 (Unaudited)        (Unaudited)
                                                                              ------------------ -------------------
<S>                                                                             <C>                 <C>
Cash flows from operating activities:
     Net cash provided by operating activities                                      $     6,602          $    2,847

Cash flows from investing activities:
     Purchases of securities available for sale                                        (48,252)            (66,417)
     Proceeds from maturities of securities available for sale                           31,059              38,289
     Proceeds from sales of securities available for sale                                19,071                 473
     Purchases of securities held to maturity                                                               (1,548)
     Proceeds from maturities of securities held to maturity                              3,661               6,355
     Net change in loans                                                               (25,732)            (12,408)
     Purchases of premises and equipment                                                (1,611)               (315)
                                                                              ------------------ -------------------
          Net cash used by investing activities                                        (21,804)            (35,571)
                                                                              ------------------ -------------------

Cash flows from financing activities:
     Net change in
          Noninterest-bearing, interest-bearing demand and savings deposits              12,039              17,826
          Certificates of deposit                                                         7,180             (2,864)
          Federal funds purchased and securities sold under repurchase                   14,348               3,199
          Federal Home Loan Bank loans                                                     (39)              14,963
          U.S. Treasury demand notes                                                      4,400             (1,932)
     Cash dividends                                                                     (1,079)             (1,125)
     Net cash from (purchase) sale of treasury stock                                      (125)                  87
                                                                              ------------------ -------------------
          Net cash provided by financing activities                                      36,724              30,154
                                                                              ------------------ -------------------

Net change in cash and cash equivalents                                                  21,522             (2,570)
Cash and cash equivalents, beginning of period                                           43,369              40,025
                                                                              ------------------ -------------------
Cash and cash equivalents, end of period                                                 64,891          $   37,455
                                                                              ================== ===================

Supplemental disclosures of cash flow information:
     Cash paid during the period for:
          Interest                                                                  $     9,813          $    9,493
          Income taxes                                                              $     2,013          $    1,621
</TABLE>

                                     Page 4


<PAGE>


                         FIRST DECATUR BANCSHARES, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Basis of Presentation

         First Decatur  Bancshares,  Inc.  ("Bancshares"  or the  "Company"),  a
Delaware corporation was organized on February 28, 1980 and is a registered bank
holding  company  under  the  Bank  Holding  Company  Act of 1956,  as  amended.
Bancshares owns all of the outstanding  capital stock of the First National Bank
of Decatur ("Decatur  Bank"),  FirsTech,  Inc.  ("FirsTech") and the First Trust
Bank of Shelbyville ("Shelby Bank"). The Decatur Bank, FirsTech,  and the Shelby
Bank are referred to as the "Subsidiaries."

         The interim  financial  statements  have been  prepared  by  Bancshares
pursuant to the rules and regulations of the Securities and Exchange  Commission
applicable to quarterly reports on Form 10-Q.  Certain  information and footnote
disclosures  normally  included in financial  statements  prepared in accordance
with generally  accepted  accounting  principles  have been condensed or omitted
pursuant to such rules and  regulations.  These financial  statements  should be
read in  conjunction  with the audited  consolidated  financial  statements  and
related notes and schedules  included in the Company's  Form 10-K for 1998 filed
on March 29, 1999.

         The results for the interim periods are not  necessarily  indicative of
the results of  operations  that may be  expected  for the fiscal  year.  In the
opinion of management,  the information furnished reflects all adjustments which
are of a normal  recurring  nature and are necessary for a fair  presentation of
Bancshares'  financial  position,  results of operations  and cash flows for the
period presented. Such adjustments were of a normal recurring nature.

         The  consolidated   financial   statements   include  the  accounts  of
Bancshares and its  wholly-owned  subsidiaries.  All  significant  inter-company
accounts and transactions have been eliminated.

New Accounting Pronouncements

         During 1998, the Financial  Accounting  Standards Board ("FASB") issued
Statement on Financial  Accounting  Standards  ("SFAS) No. 133,  "Accounting for
Derivative   Instruments  and  Hedging  Activities".   This  statement  requires
companies  to record  derivatives  on the  balance  sheet at their  fair  value.
Statement No. 133 also  acknowledges that the method of recording a gain or loss
depends  upon  the use of the  derivative.  The  new  statement  applies  to all
entities.  If hedge accounting is elected by the entity, the method of assessing
effectiveness  of  the  hedging  derivative  and  the  measurement  approach  of
determining the hedge's  ineffectiveness must be established at the inception of
the hedge.

     Statement No. 133 amends Statement No. 52 and supersedes Statements No. 80,
105, and 119. Statement No. 107 is amended to include the disclosure  provisions
about the concentrations of credit risk from Statement No. 105. Several Emerging
Issues Task Force consensuses are also changed or nullified by the provisions of
Statement No. 133.

     Statement  No. 133 will be effective for all fiscal years  beginning  after
June 15,  1999.  The  Statement  may not be applied  retroactively  to financial
statements  of prior  periods.  The  adoption  of this statement  will  have no
material impact on the Company's financial condition or result of

                                     Page 5
<PAGE>

operations.  In July 1999,  SFAS No. 137 was issued.  This statement  delays the
implementation of SFAS No. 133 until fiscal years beginning after June 15, 2000.

         During 1998, the FASB also issued  Statement No. 134,  "Accounting  for
Mortgage-Backed  Securities  Retained After the Securitization of Mortgage Loans
Held for Sale by a  Mortgage  Banking  Enterprise."  It  establishes  accounting
standards for certain  activities of mortgage banking  enterprises and for other
enterprises  with similar mortgage  operations.  This statement amends Statement
No. 65.

         Statement No. 65, as previously  amended by Statements No. 115 and 125,
required a mortgage banking enterprise to classify a mortgage-backed security as
a trading security  following the  securitization  of the mortgage loan held for
sale.  Statement No. 134 further  amends  Statement No. 65 to require that after
the  securitization  of  mortgage  loans  held for sale,  an entity  engaged  in
mortgage  banking  activities  must  reclassify  the  resulting  mortgage-backed
security or other related  interests based on the entity's ability and intent to
sell  or  hold  those   investments.   The   determination  of  the  appropriate
classification  for  securities  retained after the  securitization  of mortgage
loans by a mortgage  banking  enterprise  now conforms to Statement No. 115. The
only new requirement is that if an entity has a sales  commitment in place,  the
security must be classified into trading.

         Statement No. 134 is effective for the first fiscal  quarter  beginning
after  December 15, 1998. On the date this  statement is initially  applied,  an
entity may reclassify  mortgage-backed securities and other beneficial interests
retained  after the  securitization  of  mortgage  loans  held for sale from the
trading  category,  except  for those  with sales  commitments  in place.  Those
securities and other interests shall be classified based on the entity's present
ability and intent to hold the  investments.  The adoption of this statement had
no  material  impact  on  the  Company's  financial  condition  and  results  of
operations.

         During  1998,  the  Accounting  Standards  Executive  Committee  issued
Statement of Position  98-5,  "Reporting  on the Costs of Start-Up  Activities."
Statement of Position 98-5 will affect all non-governmental entities,  including
not-for-profits reporting start-up costs in their financial statements.

         Some  existing  industry  practices  result in the  capitalization  and
amortization  of  start-up  costs.  This  Statement  of Position  requires  that
start-up costs be expensed when incurred.  The Statement of Position  applies to
start-up  activities and  organizational  costs associated with both development
stage and  established  operating  entities.  According to Statement of Position
98-5,  start-up  activities are "those one-time  activities related to opening a
new facility, introducing a new product or service, conducting business in a new
territory,  conducting  business  with a new class of customer  or  beneficiary,
initiating  a new  process  in an  existing  facility,  or  commencing  some new
operation."  "Start-up activities include activities related to organizing a new
entity, commonly referred to as organizational costs."

         Statement of Position 98-5 is effective  for fiscal years  beginning on
or after  December 15, 1998.  Earlier  application is encouraged in fiscal years
during which annual financial  statements have not yet been issued. The adoption
of this  Statement  did not have a material  impact on the  Company's  financial
condition and results of operations.

                                     Page 6
<PAGE>

Common Shares

         During the fourth quarter of 1998,  Bancshares'  management  approved a
tender offer to repurchase  130,000  shares at $30 per share for a total cost of
$3,900,000.  By December 31, 1998, over 113,000 shares had been repurchased at a
cost of $3,400,000.  At September 30, 1999, Bancshares is holding 144,427 shares
of treasury stock.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         The   following   discussion   represents   management's   analysis  of
Bancshares'  results of operations  for the three and  nine-month  periods ended
September  30,  1999  and  1998 and it's  consolidated  financial  condition  at
September 30, 1999 as compared to December 31, 1998. This  discussion  should be
read in conjunction with Bancshares' unaudited condensed  consolidated financial
statements and notes thereto.

Results of Operations

Summary Of Operations

         Net income in the third quarter of 1999 increased to $1,573,000, up 17%
from $1,345,000 earned in the same quarter of 1998. Basic earnings per share for
the quarterly  period  increased to 57 cents per share, up 21% from 47 cents per
share earned in the third  quarter of 1998.  Diluted  earnings per share for the
quarterly period increased to 57 cents per share, up 24% from 46 cents per share
earned in the third quarter of 1998.

         For  the  nine  months  ended   September  30,  1999,  net  income  was
$4,702,000,  up 14% compared to $4,139,000 for the first three quarters of 1998.
Basic earnings per share for the nine-month period ended September 30, 1999 were
$1.70, up 18% compared to $1.44 in the same period in 1998. Diluted earnings per
share for the  nine-month  period were $1.69,  up 18%  compared to $1.43 for the
same period in 1998.

         Higher  earnings in both periods were  primarily  due to an increase in
net interest  income after the provision for loan losses and other income offset
by an increase in other expenses and income taxes.

Net Interest Income

         Third  quarter  net  interest  income was  $3,967,000,  an  increase of
$325,000  or 9%  compared  with the third  quarter of 1998.  For the nine months
ended September 30, 1999, net interest income increased  $758,000 or 7% compared
to 1998. The increase in net interest  income for both periods was mainly due to
an increase in interest  income on loans and securities  offset by a decrease in
interest income on Federal funds sold as well as an increase in interest expense
on deposits  and  borrowings.  For the nine months  ended  September  30,  1999,
average  loans   increased   $20,207,000   and  average   securities   increased
$12,530,000, while average Federal funds sold decreased $5,073,000. In addition,
average deposits  increased  $26,177,000 for the nine months ended September 30,
1999.

                                     Page 7
<PAGE>

Allowance And Provision For Loan Losses

         The  allowance  for  loan  loss is  maintained  at a  level  management
believes to be adequate to provide for known and potential risks inherent in the
loan portfolios.  On a quarterly basis,  management assesses the adequacy of the
allowance  for loan  losses.  Management's  evaluation  of the  adequacy  of the
allowance  considers  such factors as prior loss  experience,  loan  delinquency
levels and trends,  loan portfolio  growth and reviews of impaired loans and the
value of  underlying  collateral  securing  these  loans.  The  analysis  of the
commercial and industrial loan portfolio includes  assessments based on historic
loan losses and current quality grades of specific credits,  current  delinquent
and non-performing  loans, current economic conditions,  growth in the portfolio
and  the  results  of  recent  internal  loan  reviews,  audits  and  regulatory
examinations.  For the review of the adequacy of the  allowance  for loan losses
for real estate loans,  assessments are based on current economic conditions and
real estate values,  historic loan losses and current quality grades of specific
credits,  recent growth and current  delinquent and  non-performing  loans.  The
adequacy of the  allowance  for loan losses as it pertains to the consumer  loan
portfolio is based on the assessments of current economic  conditions,  historic
loan losses and the mix of loans,  recent growth and the current  delinquent and
non-performing loans.

         Although the risk of non-payment  for any reason exists with respect to
all loans,  certain other more specific risks are  associated  with each type of
loan. The primary risks  associated  with  commercial  and industrial  loans are
quality  of the  borrower's  management  and the  impact of  national  and local
economic factors. Currently the business atmosphere remains stable for the local
economy in the Decatur,  Macon County and Shelby County areas, although there is
deterioration  in the  agricultural  industry.  Even though  direct loans to the
agricultural  related  industry  are not  material,  the entire  market  area is
dependent upon the general  agricultural  economy.  Risks  associated  with real
estate loans include concentrations of loans in a loan type, such as residential
real estate,  decline in real estate values and a sudden rise in interest rates.
Individual  loans  face the risk of a  borrower's  unemployment  as a result  of
deteriorating economic conditions or renewed contract differences between unions
and  management  of  several  large   companies  in  Bancshares'   market  area.
Bancshares'  strategy  with respect to  addressing  and managing  these types of
risks is for Bancshares to follow its loan policies and underwriting criteria.

                  A  provision  for loan losses is charged to income to increase
the allowance to a level deemed to be adequate based on management's evaluation.
When a loan or a part thereof is considered by management to be uncollectible, a
charge is made against the  allowance.  The provision for loan losses during the
third quarter of 1999 was $36,000 compared to $61,000 in 1998. On a year-to-date
basis,  the provision for loan losses was $138,000  compared to $223,000 for the
same period in 1998.

Other Income

         Other income for the three months ended  September 30, 1999,  increased
$843,000 or 35% compared to the same period in 1998.  On a  year-to-date  basis,
other income  increased  $2,850,000 or 42% compared to the nine-month  period in
1998. For both the  three-month  period and nine-month  period,  the increase is
attributed to increases in fiduciary  activities,  remittance processing income,
and other income offset by a reduction in net gains on loan sales.

         Fiduciary  activities increased $52,000 or 12% for the third quarter of
1999 compared to the third quarter of 1999 and increased $184,000 or 15% for the
first nine months of 1999  compared to

                                     Page 8
<PAGE>

1998.  The increase for both periods is mainly  attributed to an increase in the
number of accounts and dollar amount of trusts handled by the trust  departments
of the Decatur Bank and Shelby Bank.

         For the three and nine months  ended  September  30,  1999,  remittance
processing fees generated by FirsTech increased by $790,000 (62%) and $2,551,000
(71%), respectively,  compared to the same periods in 1998. The increase in 1999
is the  result  of  increased  volume  from  existing  clients  as well as price
adjustments on current  contracts.  FirsTech  processed  5,291,000 more payments
during the second quarter of 1999 and 17,705,000  more payments during the first
nine months of 1999 compared to the same periods in 1998.

         Other  Income  increased  $62,000  or 21% for the  three  months  ended
September  30,  1999,  compared to the same period in 1998.  For the nine months
ended  September  30, 1999 other income  increased  $199,000  (24%)  compared to
September  30, 1998.  The increase in both  periods is mainly  attributed  to an
increase in brokerage  commissions  with the  investment  departments of Decatur
Bank and Shelby Bank and an increase in Automated  Teller  Machine  ("ATM") fees
generated by the banks.

         Net gains on loan sales decreased  $51,000 or 54% for the third quarter
of 1999 compared to the third  quarter of 1999 and decreased  $86,000 or 29% for
the first nine months of 1999 compared to 1998. The decrease for both periods is
mainly  attributed to a decrease in the number loans  originated and sold in the
secondary  market.  The Decatur Bank sold $1,739,000 less loans in the secondary
market during the second quarter of 1999 and sold  $2,998,000  less loans in the
secondary  market  during the first  nine  months of 1999  compared  to the same
periods in 1998.

Other Expenses

         Other  expenses  increased  from  $4,011,000 for the three months ended
September 30, 1998, to $4,882,000 for the three months ended September 30, 1999.
This  represents  an  increase  of $871,000  (22%).  For the nine  months  ended
September 30, 1999, other expenses  increased  $2,771,000 or 24% compared to the
same period in 1998.  This increase in both periods was  attributed to increases
in salaries and employee benefits, equipment expenses, supplies, service charges
from correspondent banks, and other expenses.

         Salaries and employee benefits  increased  $462,000 (22%) for the three
months ended  September 30, 1999.  For the first nine months of 1999 compared to
the  first  nine  months  of 1998,  salaries  and  employee  benefits  increased
$1,600,000  or 26%.  This increase is mainly due to an increase in the volume of
checks  processed by FirsTech in the retail  lockbox  business  resulting in the
hiring of additional staff as well as an increased use of temporary services.

         Equipment expenses increased $106,000 or 20% for the three months ended
September 30, 1999,  compared to the same period in 1998 and increased  $323,000
or 22% for the first nine  months of 1999  compared  to 1998.  The  increase  is
mainly  attributed  to an increase in  depreciation  on  equipment as well as an
increase in FirsTech computer maintenance.

         Supplies increased $138,000 (394%) for the three months ended September
30, 1999. For the first nine months of 1999 compared to the first nine months of
1998,  supplies  increased  $164,000 or 66%.  This  increase is mainly due to an
increase in supplies  used by FirsTech  because of the increase in the volume of
checks processed.

                                     Page 9
<PAGE>

         For  the  three  months  ended  September  30,  1999,  service  charges
increased  $148,000 or 83% compared to the same period in 1998.  Service charges
increased  $465,000  or 87% for the first nine  months of 1999  compared  to the
first nine months of 1998.  The  increase in both  periods is  attributed  to an
increased volume of checks processed by FirsTech in the retail lockbox business.

         All  remaining  expenses  increased  $17,000 or 2% for the three months
ended  September  30,  1999,  compared to the same period in 1998 and  increased
$219,000 or 7% for the first nine months of 1999 compared to 1998.  The increase
in both periods is mainly  attributed to an increase in professional fees at the
Company and Decatur Bank, an increase in telephone  expenses at the Decatur Bank
and  FirsTech,  and an  increase  in postage and  overnight  courier  expense at
FirsTech.

Income Taxes

         Income tax expense  increased  $94,000 or 16% for the third  quarter of
1999 compared to the third quarter of 1998. Income taxes increased  $274,000 for
the first nine months of 1999, compared to the first nine months of 1998. Higher
income tax  expense was  principally  due to the  increase in pre-tax  earnings.
Bancshares'  effective  tax rate  (income tax expense  divided by income  before
taxes) was 30.7% and 30.4%, respectively, as of September 30, 1999 and 1998.


Financial Condition

         Bancshares' assets increased $38,180,000 or 8.6% from December 31, 1998
to September  30, 1999.  This  increase was primarily due to an increase in cash
and cash  equivalents  and net loans  offset by a decrease  in  securities.  The
funding of these  deposits  came  primarily  from an increase  in  deposits  and
short-term borrowings.

Cash and Cash Equivalents

         Cash and cash equivalents  increased $21,522,000 from December 31, 1998
to September 30, 1999.  This change  occurred due to an increase in cash and due
from  banks of  $32,848,000  offset  by a  decrease  in  federal  funds  sold of
$11,326,000.  See the  consolidated  statement of cash flows for the nine months
ended  September 30, 1999, in the interim  financial  statements for the details
representing the decrease in cash and cash  equivalents.  Federal funds sold are
of a short-term nature and provide the needed liquidity to fund loan growth.

Securities

         Bancshares'  overall  investment  goal is to  maximize  earnings  while
maintaining  liquidity in securities  having  minimal credit risk. The types and
maturities of securities  purchases are primarily  based on Bancshares'  current
and projected  liquidity and interest rate sensitivity  positions.  The carrying
value of investment securities decreased by $9,920,000 from December 31, 1998 to
September 30,1999.  During the first nine months of 1999,  Bancshares  purchased
$48,252,000  classified as  available-for-sale,  sold  $19,071,000 of securities
classified as available-for-sale, and had $34,720,000 ($31,059,000 classified as
available-for-sale)  mature. The decrease in investments was primarily due to an
increase in loan demand with higher  yields as well as a decrease of  $4,038,000
in the market value of available-for-sale securities.

                                    Page 10
<PAGE>

Loans

         Net loans increased by $25,594,000  from December 31, 1998 to September
30, 1999 due mainly to an increase in commercial loans and consumer loans offset
by a reduction in real estate loans.  Commercial  loans increased by $24,658,000
due to an increase in  commercial  customers  resulting in increased  commercial
loans as well as increased  commercial real estate demand.  Also, consumer loans
increased by $2,136,000 and real estate and other loans decreased by $1,200,000.
The allowance  for loan losses is $3,644,000  (1.5% of total loans) at September
30, 1999.

Deposits

          Total  deposits  increased  $19,219,000  from  December  31,  1998  to
September 30, 1999. This increase is attributed to an increase in savings, money
market and  certificate  of  deposit  accounts  offset by a  decrease  in demand
deposit accounts. Savings accounts increased $10,405,000,  money market accounts
increased $6,214,000,  and certificate of deposit accounts increased $7,180,000,
while  demand  deposit  accounts  decreased  $4,580,000.   These  increases  are
primarily  due to the  addition of new  accounts as well as  increased  balances
maintained by FirsTech customers.

Short-term Borrowings

         Short-term  borrowings increased  $18,748,000 from December 31, 1998 to
September 30, 1999.  This increase is attributed to an increase of $4,400,000 in
U.S.  Treasury  demand  notes  and an  increase  of  $14,348,000  in  repurchase
agreements.  During 1999, the Decatur Bank's U.S. Treasury demand note limit was
raised from  $2,800,000 to $5,000,000  upon request of the Federal Reserve Bank.
The funds are maintained at a favorable rate and were kept in house for a longer
period of time.

Stockholders' Equity

         Total stockholders' equity rose $867,000 or 1.6% from December 31, 1998
to  September  30,  1999.  The  increase is mainly  attributed  to net income of
$4,702,000  less cash dividends of $1,079,000 and a decrease in the market value
of available-for-sale securities (net of tax) of $2,665,000.

     The  capital   ratios  of  Bancshares   are  presently  in  excess  of  the
requirements   necessary  to  meet  the  "well  capitalized"   capital  category
established by bank regulators.  At September 30, 1999, Bancshares' consolidated
Tier 1and total risk-based capital ratios were 21.42% and 22.67%,  respectively.
Bancshares' leverage ratio at September 30, 1999, was 11.67%.

Business Segment Information

         Bancshares  currently  operates in two industry  segments.  The primary
business involves  providing  banking services to central Illinois.  The Decatur
Bank and the Shelby Bank offer a full range of financial services to commercial,
industrial and individual customers. These services include demand, savings, and
time deposit accounts and programs including individual  retirement accounts and
interest and  non-interest  bearing  checking  accounts;  commercial,  consumer,
agricultural,  and real estate lending including  installment loans and personal
lines of credit;  safe

                                    Page 11
<PAGE>

deposit and night  depository  services;  farm  management;  full service  trust
departments;  and  discount  brokerage  services.  The  other  industry  segment
involves retail payment processing.  FirsTech provides the following services to
electric, water and gas utilities, telecommunication companies, cable television
firms and  charitable  organizations:  retail  lockbox  processing  of  payments
delivered by mail to the biller; processing of payments delivered by customer to
pay agents such as grocery  stores,  convenience  stores and check cashers;  and
concentration  of payments  delivered by the Automated  Clearing  House network,
money  management  software  such as Quicken and through  networks  such as Visa
e-Pay and  Mastercard  RPS. The  following is a summary of selected data for the
various business segments:

<TABLE>
<CAPTION>
                                         Banking         Remittance
                                         Services          Services       Company (1)       Eliminations        Total
----------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>         <C>              <C>               <C>                <C>
   September 30, 1999
   Total interest income                  $   21,438  $           78   $              0  $          (78)    $       21,438
   Total non-interest income                   3,497           6,533               102             (452)             9,680
   Total interest expense                      9,990               0                 0              (78)             9,912
   Total non-interest expense                  8,922           5,739                74             (452)            14,283
   Income before income tax                    5,884             872                29                0              6,785
   Income tax expense                          1,776             297                10                0              2,083
   Total assets                              475,075           6,528            54,228          (55,959)           479,872
   Capital expenditures                          477           1,134                 0                0              1,611
   Depreciation and amortization                 765             302                18                0              1,085

   September 30, 1998
   Total interest income                  $   20,356  $           95   $              0  $          (95)    $       20,356
   Total non-interest income                   3,202           4,051               106             (529)             6,830
   Total interest expense                      9,598               0                 0              (95)             9,503
   Total non-interest expense                  8,327           3,638                76             (529)            11,512
   Income before income tax                    5,410             508                30                0              5,948
   Income tax expense                          1,621             178                10                0              1,809
   Total assets                              425,369           5,586            56,233          (59,166)           428,022
   Capital expenditures                          202             113                 0                0                315
   Depreciation and amortization                 750             257                18                0              1,025

(1) Excludes dividend income received from subsidiaries
</TABLE>

Information  related to services or transfers  between business  segments is not
reflected because such items are immaterial.

Recent Merger Developments

         On August 12, 1999, the Company,  BankIllinois  Financial  Corporation,
and Main Street Trust,  Inc.  entered into an Agreement and Plan of Merger.  The
consummation  of the merger is subject to certain  conditions and the occurrence
of certain events,  such as the approval of the Company's

                                    Page 12
<PAGE>

stockholders  and the  receipt of  required  regulatory  approvals.  The parties
currently  anticipate  that the merger  will close  during the first  quarter of
2000.

Year 2000

                  The Year 2000  compliance  issue exists  because many computer
systems and applications  currently use two-digit fields to designate a year. As
the century date change occurs,  data  sensitive  systems may either fail or not
operate properly unless the underlying programs are modified or replaced.

         The  Company's  lending  and  deposit  activities,  like  those of most
financial  institutions,  depend  significantly upon computer systems to process
and  record  transactions.  The  Company  is aware of the  potential  Year  2000
problems  that may affect the  operating  systems that control our  computers as
well as those of our third party software providers who supply the software that
maintain many of our records and those of our  customers.  In 1997,  the Company
began the process of identifying  Year 2000 related problems that may affect the
Company's   systems.  A  task  force  of  Company  officers  and  employees  was
established to address the issues related to those problems. Outside consultants
have and will be utilized when required to complete this project.

         The task force analyzed the Company's  operations and identified  those
functions  that would be affected by the Year 2000 issues and  determined  which
functions were vital to the day-to-day operations of the Company. The Company is
working with vendors that supply or service the  Company's  computer  systems to
identify  and remedy any Year 2000  related  systems.  Inventory  and testing of
computer equipment was conducted during 1998. New equipment has been obtained to
replace  equipment  that was not found to be Year 2000  compliant.  The Board of
Directors is monitoring the progress in addressing Year 2000 issues.

         The Company's  primary lending and savings systems have been maintained
in-house,  however,  they are run on software  provided by a third party vendor.
These  systems  have  been  identified  as  being  critical  to  the  day-to-day
operations of the Company.  The data center of the Company has been working with
the third party vendor that  supplied the software to test for Year 2000 issues.
No material deficiencies were noted as a result of testing.

         The  Company's  direct  expenses  to date  (other  than the  salary  of
employees  involved in the project)  have been less than $15,000 and the Company
does not currently anticipate that its Year 2000 costs will exceed $30,000.

         Although  the  Company  believes  it is taking the  necessary  steps to
address the Year 2000  compliance  issue,  no assurances  can be given that some
problems  will  not  occur  or that we will  not  incur  significant  additional
expenses in future periods. In the event that the Company is ultimately required
to purchase  replacement computer systems,  programs and equipment,  or to incur
substantial expenses to make current systems,  programs, and equipment Year 2000
compliant,  the Company's net income and financial  condition could be adversely
affected.

         Because  the  Company's  loan  portfolio  to  individual  borrowers  is
diversified and its market area does not depend on one employer or industry,  it
does not expect any Year 2000 related  difficulties  that may affect  depositors
and borrowers to significantly affect the Company's net earnings or cash flow.

                                    Page 13
<PAGE>

         The Company has developed a contingency plan to deal with the Year 2000
related issues. This program will provide for dealing with situations that might
occur that are both related to the Company's operation (e.g., computer system or
equipment  liquidity)  and those  beyond  the  Company's  control  (e.g.,  power
failure,  phone/communication  line failure).  The plan includes methods to deal
with these  situations  and  continue  to service  customers  despite  Year 2000
problems  arising.  The contingency  plan was approved by the Company's Board of
Directors during July.

         Certain  statements  contained in this section  "Year 2000"  constitute
"forward looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities  Exchange Act of 1934,  including,
but  not  limited  to  those  statements  that  include  the  words  "believes,"
"expects,"  "anticipates,"  "estimates,"  or similar  expressions.  Such forward
looking  statements  involve known and unknown  risks,  uncertainties  and other
factors that may cause actual results to differ  materially from those expressed
or implied by such forward looking statements. Such factors may include, but are
not limited to, the severity of problems  discovered with the banks' own systems
as Year  2000  testing  continues,  the cost of  remedying  such  problems,  the
severity of Year 2000 problems  encountered by third party service providers and
the  banks'  borrowers,  additional  initiatives  by the  banks'  and  Company's
regulators,  and the costs of Year  2000  professionals  generally  in the event
problems are encountered.


ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Asset/liability   management   involves  the  funding  and   investment
strategies  necessary  to  maintain  an  appropriate  balance  between  interest
sensitive assets and liabilities.  It also involves providing adequate liquidity
while  sustaining  stable  growth in net  interest  income.  Regular  review and
analysis  of  deposit  trends,  cash flows in  various  categories  of loans and
monitoring  of interest  spread  relationships  are vital to this  process.  The
nature  of  the  banking  business  requires  Bancshares  to  maintain  adequate
liquidity to meet changes in  composition  and volume of assets and  liabilities
due to seasonal,  cyclical or other reasons.  Liquidity describes the ability of
Bancshares to meet financial  obligations that arise during the normal course of
business.  Liquidity  is  primarily  needed to meet the  borrowing  and  deposit
withdrawal  requirements  of the  customers  of  Bancshares,  as well as meeting
current and future planned expenditures. This liquidity is typically provided by
the funds  received  through  customer  deposits,  investment  maturities,  loan
repayments,  borrowings and income. Bancshares' management considers the current
liquidity position to be adequate to meet the needs of customers.

         Bancshares  seeks to contain the risks  associated  with  interest rate
fluctuations  by managing  the balance  between  interest  sensitive  assets and
liabilities.  Managing to mitigate interest rate risk is, however,  not an exact
science.  Not only does the interval until repricing of interest rates on assets
and liabilities change from day to day as the assets and liabilities change, but
for some  assets and  liabilities,  contractual  maturity  and  actual  maturity
experienced are not the same. For example,  mortgage-backed  securities may have
contractual  maturities  well in excess of five  years but,  depending  upon the
interest  rate  carried  by the  specific  underlying  mortgages  and  the  then
currently  prevailing  rate of interest,  these  securities  may be prepaid in a
shorter  time  period.   Accordingly,   the   mortgage-backed   securities   and
collateralized  mortgage  obligations  that have average  stated  maturities  in
excess of five years,  are evaluated as part of the  asset/liability  management
process using their expected average lives due to anticipated prepayments on the
underlying  loans. NOW and savings  accounts,  by contract,  may be withdrawn in
their entirety upon

                                    Page 14
<PAGE>

demand.  While these  contracts are  extremely  short,  it has been  Bancshare's
experience  that these  accounts turn over at the rate of five percent per year.
If all of the NOW and savings  accounts were treated as repricing in one year or
less, the cumulative negative gap at one year or less would be $215.3 million or
53.91% of interest earning assets.  Due to their very liquid nature,  the entire
balance of money market accounts is assumed to be repriced within one year.

         Interest rate  sensitivity is an important  factor in the management of
the composition and maturity  configurations  of Bancshare's  earning assets and
funding sources. An Asset/Liability Committee ("ALCO") manages the interest rate
sensitivity  position in order to maintain an  appropriate  balance  between the
maturity  and  repricing  characteristics  of  assets  and  liabilities  that is
consistent with Bancshare's  liquidity  analysis,  growth,  and capital adequacy
goals.  Bancshares sells fixed-rate real estate loans in the secondary  mortgage
market.  Bancshare's  management  believes that by selling  certain loans rather
than retaining them in its portfolio,  it is better able to match the maturities
of  interest  sensitive  assets to  interest  sensitive  liabilities.  It is the
objective of the ALCO to maximize net interest  margins  during  periods of both
volatile and stable  interest  rates,  to attain earnings growth and to maintain
sufficient  liquidity to satisfy depositors'  requirements and meet credit needs
of customers.

         Sources of market risk include  interest  rate risk,  foreign  currency
exchange rate risk,  commodity price risk, and equity price risk.  Bancshares is
only  subject  to  interest  rate  risk.   Bancshares   purchased  no  financial
instruments  for trading  purposes  during the first  three  quarters of 1999 or
during 1998.

         The  following  table  summarizes,   as  of  September  30,  1999,  the
anticipated maturities or repricing of Bancshare's interest sensitive assets and
liabilities,  Bancshare's interest sensitivity gap (interest-earning assets less
interest-bearing  liabilities),  Bancshares cumulative interest rate sensitivity
gap  and  Bancshare's   cumulative  interest  sensitivity  repricing  gap  ratio
(cumulative  interest rate sensitivity gap divided by total assets).  A negative
gap for any period means that more interest-bearing  liabilities will reprice or
mature during that time period than  interest-earning  assets. During periods of
rising  interest  rates,  a  negative  gap  position  would  generally  decrease
earnings,  and during  periods  of  declining  interest  rates,  a negative  gap
position would  generally  increase  earnings.  The converse would be true for a
positive gap position.

                                    Page 15
<PAGE>

<TABLE>
<CAPTION>
                                                                                                After                  Fair
                                      Year 1      Year 2      Year 3     Year 4     Year 5     Year 5      Total      Value
                                   ----------- ------------ ---------- ---------- ----------- ---------- ----------- ----------
<S>                                   <C>          <C>        <C>        <C>         <C>        <C>        <C>        <C>
Loans (1)
   Fixed rate                         $23,425      $13,922    $20,028    $25,320     $48,631    $43,603    $174,929   $174,982
   Average interest rate                8.33%        8.57%      8.74%      8.46%       7.99%      7.37%       8.08%
   Variable rate                       47,655        3,496      4,548      5,104       7,595        723      69,121     69,157
    Average interest rate               8.79%        7.67%      7.70%      7.52%       7.51%      7.51%       8.41%
Securities (2)
   Fixed rate                          10,702       15,963      8,809     21,280      18,313     77,019     152,086    152,132
   Average interest rate                6.10%        5.74%      5.66%      5.66%       5.86%      6.20%       6.01%
   Variable rate                                                                                  1,250       1,250      1,249
    Average interest rate                                                                         6.85%       6.85%
Federal funds sold                      1,929                                                                 1,929      1,929
    Average interest rate               5.18%                                                                 5.18%
                                   ----------- ------------ ---------- ---------- ----------- ---------- ----------- ----------
  Total interest-earning assets        83,711       33,381     33,385     51,704      74,539    122,595     399,315    399,449
                                   ----------- ------------ ---------- ---------- ----------- ---------- ----------- ----------

NOW and savings accounts                5,938        5,938      5,938      5,938       5,938     89,079     118,769    118,769
    Average interest rate               2.62%        2.62%      2.62%      2.62%       2.62%      2.62%       2.62%
Money market accounts                  39,752                                                                39,752     39,752
    Average interest rate               3.75%                                                                 3.75%
Time deposits
   Fixed rate                         111,112       37,595      2,166      1,027          77                151,977    152,981
    Average interest rate               4.94%        5.42%      5.30%      5.96%       4.95%                  5.07%
   Variable rate                          272           60                                                      332        334
    Average interest rate               4.29%        5.00%                                                    4.42%
Federal funds purchased and
securities sold under repurchase
agreements                             23,735                                                                23,735     23,735
    Average interest rate               5.08%                                                                 5.08%
FHLB advances                              55           59         64         69          74     17,544      17,865     18,050
    Average interest rate               6.84%        6.84%      6.84%      6.84%       6.84%      5.49%       5.49%
U.S. Treasury demand notes              5,291                                                                 5,291      5,291
    Average interest rate               5.54%                                                                 5.54%
                                   ----------- ------------ ---------- ---------- ----------- ---------- ----------- ----------
  Total interest-bearing liabilities  186,155       43,652      8,168      7,034       6,089    106,623     357,721    358,912
                                   ----------- ------------ ---------- ---------- ----------- ---------- ----------- ----------
Interest-earning assets less
 interest-bearing liabilities
 ("Gap")                           $(102,444)   $ (10,271)  $  25,217  $  44,670    $ 68,450   $ 15,972     $41,594    $40,537
                                   =========== ============ ========== ========== =========== ========== =========== ==========
Cumulative gap                     $(102,444)   $(112,715)  $(87,498)  $(42,828)    $ 25,622   $ 41,594     $41,594    $40,537
                                   =========== ============ ========== ========== =========== ========== =========== ==========
Cumulative Gap as a percentage
 of total interest earning assets    (25.65%)     (28.23%)   (21.91%)   (10.73%)       6.42%     10.42%      10.42%     10.15%
                                   =========== ============ ========== ========== =========== ========== =========== ==========
</TABLE>

(1) Includes consumer loans net of unearned income, and excludes  nonaccrual and
    impaired loans.

(2) Reflects fair value adjustments for securities available for sale.

         At September 30, 1999, the table above  reflects that  Bancshares had a
negative  liability gap due to the level of interest bearing demand deposits and
savings that are generally  subject to immediate  withdrawal and are repriceable
at any time.  As such,  the effect of an increase in the prime rate of 100 basis
points would  decrease net interest  income by  approximately  $1,024,000 in one
year and $1,113,000 in two years assuming no management intervention.  A fall in
the  interest  rates  would have the  opposite  effect for the same  period.  In
analyzing  interest rate  sensitivity,  Bancshares'  management  considers these
differences and  incorporates  other  assumptions  and factors,  such as balance
sheet growth and prepayments, to better measure interest rate risk.

         While  the  gap  analysis  provides  an  indication  of  interest  rate
sensitivity,  experience  has  shown  that it does not  fully  capture  the true
dynamics of interest rate  changes.  Essentially,  the analysis  presents only a
static measurement of asset and liability volumes based on contractual maturity,
cash  flow  estimates  or  repricing  opportunity.   It  fails  to  reflect  the
differences in the timing

                                    Page 16
<PAGE>

and degree of repricing of assets and  liabilities due to interest rate changes.
In analyzing interest rate sensitivity,  management  considers these differences
and incorporates other assumptions and factors, such as balance sheet growth and
prepayments, to better measure interest rate risk.


PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

         The  Company  and  its  subsidiaries  are  involved  in  various  legal
proceedings,  claims  and  litigation  arising  out of the  ordinary  course  of
business. Management has recently become aware of possible liabilities involving
the  Company's  subsidiary,  FirsTech,  Inc.  FirsTech  is in  the  business  of
providing remittance processing services to commercial customers.  The potential
liabilities involve reconciliation differences. The Company and its professional
advisors are currently  attempting to resolve those differences.  Management has
determined  that the amount of such claims,  if asserted,  will not exceed $1.56
million  net of income  taxes.  At this  time,  no claim has been  made,  nor is
management  aware  of any  threatened  claim.  Based  on  information  currently
available to  management,  the amount of the ultimate  liability,  if any,  with
respect to this matter cannot be determined.  Accordingly,  no provision for any
liability  that  might  result  has  been  made  in the  Company's  consolidated
financial statements.

ITEM 2.    CHANGES IN SECURITIES

         Not Applicable

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

         Not Applicable

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable

ITEM 5.    OTHER INFORMATION

         During  the third  quarter  of 1999,  FirsTech  management  closed  the
remittance processing facility in Hammond,  Indiana. The decision was made for a
variety of reasons,  including new technology,  new communications  methods, and
better control that a more centralized environment provides. The Decatur site is
the central  location for FirsTech.  The move has had no material  impact on the
earnings of FirsTech or the Company.

                                    Page 17
<PAGE>

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  Exhibit
                  Number            Description of Exhibit

                      11            Computation of Per Share Income

                      27            Financial Data Schedule

(b)      Reports

         A Form 8-K was filed on August 17, 1999,  which  reported  under Item 5
that an Agreement  and Plan of Merger by and between the  Company,  BankIllinois
Financial  Corporation,  and Main Street Trust, Inc. had been executed on August
12, 1999.



                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

FIRST DECATUR BANCSHARES, INC.


November 5, 1999             By: /s/ Phillip C. Wise
                                 -------------------------------------------
                                 Phillip C. Wise
                                 President and Chief Executive Officer



November 5, 1999             By: /s/ Craig A. Wells
                                 -------------------------------------------
                                 Craig A. Wells
                                 Chief Financial Officer


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