<PAGE>

                                 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, 1996

                                     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_____


2,902,542 shares of the Registrant's common stock, par value $.01 per share, 
were outstanding at September 30, 1996.

<PAGE>


                        FIRST DECATUR BANCSHARES, INC.

             FORM 10-Q FOR NINE MONTHS ENDED SEPTEMBER 30, 1996

                                   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 . . . . . . . . . . . . .  8

PART II - OTHER INFORMATION  . . . . . . . . . . . . . . . . . . . . . . .  9

  Item 1.    Legal Proceedings . . . . . . . . . . . . . . . . . . . . . .  9
  Item 2.    Changes in Securities . . . . . . . . . . . . . . . . . . . .  9
  Item 3.    Defaults upon Senior Securities . . . . . . . . . . . . . . . 10
  Item 4.    Submission of  Matters to a Vote of Security Holders  . . . . 10
  Item 5.    Other Information . . . . . . . . . . . . . . . . . . . . . . 10
  Item 6.    Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . 10

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

<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,
                                                        1996            1995    
                                                    -------------   ------------
                                                     (Unaudited)
<S>                                                 <C>             <C>
Assets
     Cash and due from banks                          $  28,795      $  37,537
     Federal funds sold                                  12,620          1,035
                                                      ---------      ---------
          Cash and cash equivalents                      41,415         38,572

     Securities available for sale                       90,240         91,184
     Securities held to maturity                         39,303         46,579
     Loans, net                                         199,688        185,775
     Premises and equipment                              10,330         12,572
     Goodwill, net                                          263            283
     Other assets                                         8,385          7,984
                                                      ---------      ---------
               Total assets                           $ 389,624      $ 382,949
                                                      ---------      ---------
                                                      ---------      ---------
Liabilities
     Deposits
        Noninterest bearing                           $  46,834      $  54,071
        Interest bearing                                267,682        268,638
                                                      ---------      ---------
          Total Deposits                                314,516        322,709
     Federal funds purchases and securities sold under
        repurchase agreements                            18,169          8,982
     Other borrowings                                     5,677            825
     Other liabilities                                    3,820          4,553
                                                      ---------      ---------
               Total liabilities                        342,182        337,069

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 2,909,398 shares of which 6,856
        shares and 8,820 shares were held as treasury
        stock                                                29             29
     Surplus                                              7,545          7,545
     Paid-in-capital - phantom stock                        134             91
     Retained earnings                                   40,166         37,974
     Net unrealized gain (loss) on securities available
        for sale                                           (288)           415
                                                      ---------      ---------
                                                         47,586         46,054
     Treasury stock, at cost                               (144)          (174)
                                                      ---------      ---------
               Total stockholders' equity                47,442         45,880
                                                      ---------      ---------
                    Total liabilities and
                       stockholders' equity           $ 389,624      $ 382,949
                                                      ---------      ---------
                                                      ---------      ---------
</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
                                                                      1996         1995          1996            1995
                                                                   (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
                                                                  ------------------------------------------------------
<S>                                                               <C>           <C>           <C>           <C>
Interest Income
     Interest on loans                                              $  4,207      $  3,998      $  12,246     $  11,789
     Interest on investments                                           2,027         1,933          6,124         5,812
     Interest on funds sold                                              126           135            267           433
     Other interest income                                                25            26             86           110
                                                                  ------------------------------------------------------
          Total interest income                                        6,385         6,092         18,723        18,144
                                                                  ------------------------------------------------------
Interest Expense
     Interest on deposits                                              2,836         2,811          8,317         8,125
     Interest on borrowings                                              103            86            312           230
                                                                  ------------------------------------------------------
          Total interest expense                                       2,939         2,897          8,629         8,355
                                                                  ------------------------------------------------------
Net Interest Income                                                    3,446         3,195         10,094         9,789
     Provision for loan losses                                            77            75            229           200
                                                                  ------------------------------------------------------
Net Interest Income After Provision for
   Loan Losses                                                         3,369         3,120          9,865         9,589
                                                                  ------------------------------------------------------
Other Income
     Trust fees                                                          367           353          1,082         1,055
     Loan fee income                                                     157           125            459           432
     Remittance processing fees                                        1,355         2,159          4,605         6,832
     Service charges on deposit accounts                                 287           293            833           755
     Security transactions, net                                           18             1              6             0
     Other                                                               209           227            594           548
                                                                  ------------------------------------------------------
          Total other income                                           2,393         3,158          7,579         9,622
                                                                  ------------------------------------------------------
Other Expenses
     Salaries and employee benefits                                    1,987         2,573          6,320         7,696
     Net occupancy and equipment expenses                                832           756          2,208         2,103
     Other operating expenses                                          1,222         1,377          4,054         4,657
                                                                  ------------------------------------------------------
          Total other expenses                                         4,041         4,706         12,582        14,456
                                                                  ------------------------------------------------------
Income Before Income Tax                                               1,721         1,572          4,862         4,755
     Income tax expense                                                  611           492          1,599         1,538
                                                                  ------------------------------------------------------
          Net Income                                                   1,110         1,080          3,263         3,217
                                                                  ------------------------------------------------------
                                                                  ------------------------------------------------------
Net Income Per Share                                                 $  0.38       $  0.37        $  1.12       $  1.11
Dividends Per Share                                                     0.11          0.11           0.33          0.31
Weighted Average Shares Outstanding                                2,902,542     2,906,098      2,902,098     2,907,261
</TABLE>

                                    Page 2

<PAGE>

                       FIRST DECATUR BANCSHARES, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                              Nine Months Ended
                                                                         September 30,  September 30,
                                                                             1996           1995     
                                                                          (Unaudited)    (Unaudited) 
                                                                         ----------------------------
<S>                                                                      <C>             <C>
Cash flows from operating activities:
     Net cash provided by operating activities                              $  4,283     $  5,200

Cash flows from investing activities:
     Purchases of securities available for sale                              (12,535)     (24,938)
     Proceeds from maturities of securities available for sale                 8,166       15,250
     Proceeds from sales of securities available for sale                      3,991       11,180
     Purchases of securities held to maturity                                 (1,996)      (3,982)
     Proceeds from maturities of securities held to maturity                   9,018        4,177
     Net change in loans                                                     (13,913)       5,117
     Disposals of premises and equipment                                       1,514            0
     Purchases of premises and equipment                                        (601)      (4,321)
                                                                         ----------------------------
          Net cash provided (used) by investing activities                    (6,356)       2,483
                                                                         ----------------------------
Cash flows from financing activities:
     Net change in
          Noninterest-bearing, interest-bearing demand and savings deposits  (14,403)     (19,357)
          Certificates of deposit                                              6,209       20,330
          Federal funds purchased and securities sold under repurchase
               agreements                                                      9,187        4,282
          Other borrowings                                                     4,852         (185)
     Cash dividends                                                             (959)        (915)
     Net cash from (purchase) sale of treasury stock                              30          (13)
                                                                         ----------------------------
          Net cash provided by financing activities                            4,916        4,142
                                                                         ----------------------------

Net increase in cash and cash equivalents                                   $  2,843    $  11,825
Cash and cash equivalents, beginning of period                                38,572       38,605
                                                                         ----------------------------
Cash and cash equivalents, end of period                                    $ 41,415    $  50,430
                                                                         ----------------------------
                                                                         ----------------------------
Supplemental disclosures of cash flow information:
     Cash paid during the period for:
          Interest                                                          $  8,784    $   8,391
          Income taxes                                                      $  1,828    $   1,550
</TABLE>

                                    Page 3

<PAGE>

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


Note 1:  Basis of Presentation

  The interim financial statements have been prepared by First Decatur 
Bancshares, Inc. (the "Company") 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 registration statement filed on Form S-4 
dated February 6, 1996, the Form 10-K for 1995 filed on May 3, 1996, and Form 
8-K for the acquisition of First Shelby Financial Group, Inc. filed on April 
1, 1996.

  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 the Company's 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 the Company 
and its wholly-owned subsidiaries.  All significant intercompany accounts and 
transactions have been eliminated.

Note 2:    Second Quarter Acquisition

  On April 1, 1996, the Company completed the acquisition of First Shelby 
Financial Group, Inc. ("First Shelby"), a bank holding company located in 
Shelbyville, Illinois, and its subsidiary bank, First Trust Bank of 
Shelbyville.  The Company issued 695,853 shares of its common stock in 
exchange for all of the issued and outstanding shares of First Shelby.  Cash 
of $124,200 was paid to one First Shelby dissenting shareholder for 5,481 
shares.  No other cash, except for fractional shares, was paid in the 
transaction.

  This transaction has been accounted for as a pooling of interest and 
accordingly, financial information preceding the date of acquisition has been 
restated to include the financial position and results of operations of First 
Shelby Financial Group, Inc. and its subsidiary First Trust Bank of 
Shelbyville.

  The financial condition and results of operations previously reported 
separately by the Company and First Shelby and the combined amounts presented 
in the accompanying financial statements are summarized below.  All 
significant intercompany amounts and transactions have been eliminated in 
consolidation.

                                    Page 4

<PAGE>


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

<TABLE>
<CAPTION>
                                                   (amounts in thousands)

  Selected balance sheet items               First Decatur       First Shelby
                                           Bancshares, Inc.      Financial
  December 31, 1995                    As originally reported    Group, Inc.   Restated
                                       ------------------------------------------------
<S>                                    <C>                       <C>           <C>
  Cash and Cash Equivalents                    $ 35,371             $ 3,201    $ 38,572
  Investment Securities                        $ 89,310             $48,453    $137,763
  Net Loans                                    $172,610             $13,165    $185,775
  Other Assets                                 $ 18,778             $ 2,061    $ 20,839
                                               --------             -------    --------
  Total Assets                                 $316,069             $66,880    $382,949
                                               --------             -------    --------
  Total Deposits                               $268,163             $54,546    $322,709
  Other Liabilities                            $ 13,012             $ 1,348    $ 14,360
  Stockholders' Equity                         $ 34,894             $10,986    $ 45,880
                                               --------             -------    --------
  Total Liabilities & Equity                   $316,069             $66,880    $382,949
                                               --------             -------    --------

  Selected statement of income items

<CAPTION>
                                         First Decatur           First Shelby
   Three months ended                    Bancshares, Inc.         Financial
   September 30, 1995                   As originally reported   Group, Inc.    Restated
                                        ------------------------------------------------
  Interest Income                         $5,000                    $1,092       $6,092
  Interest Expense                       ($2,359)                  ($  538)     ($2,897)
  Provision for Loan Losses              ($   75)                  ($    0)     ($   75)
  Other Income                            $3,078                    $   80       $3,158
                                         -------                   -------      -------
  Total Income                            $5,644                    $  634       $6,278

  Other Expenses                          $4,367                    $  339       $4,706
  Income Tax Expense                      $  425                    $   67       $  492
                                         -------                   -------      -------
  Net Income                              $  852                    $  228       $1,080
                                         -------                   -------      -------
  Earnings per share                      $ 0.38                                 $ 0.37 
                                         -------                                -------
  Weighted Average Shares
          outstanding                      2,205                                  2,906
                                         -------                                -------
</TABLE>

                                    Page 5

<PAGE>

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


  Selected statement of income items

<TABLE>
<CAPTION>
                                     First Decatur           First Shelby
  Nine months ended                  Bancshares, Inc.         Financial
  September 30, 1995                As originally reported    Group, Inc.   Restated
                                    ------------------------------------------------
<S>                                 <C>                      <C>           <C>
  Interest Income                     $14,956                   $3,188      $18,144
  Interest Expense                   ($ 6,804)                 ($1,551)    ($ 8,355)
  Provision for Loan Losses          ($   200)                 ($    0)    ($   200)
  Other Income                        $ 9,370                   $  252      $ 9,622
                                     --------                  -------     --------
  Total Income                        $17,322                   $1,889      $19,211

  Other Expenses                      $13,331                   $1,125      $14,456
  Income Tax Expense                  $ 1,387                   $  151      $ 1,538
                                     --------                  -------     --------
  Net Income                          $ 2,604                   $  613      $ 3,217
                                     --------                  -------     --------
  Earnings per share                  $  1.18                               $  1.11
                                     --------                              --------
  Weighted Average Shares
          outstanding                   2,206                                 2,907
                                     --------                              --------

  Selected statement of income items

<CAPTION>
                                                   First Shelby
                                                    Financial
  Nine months ended              First Decatur     Group, Inc.
  September 30, 1996             Bancshares, Inc.       (a)       Restated
                                 -----------------------------------------
  <S>                            <C>               <C>            <C>
  Interest Income                    $17,645          $1,078       $18,723
  Interest Expense                  ($ 8,091)        ($  538)     ($ 8,629)
  Provision for Loan Losses         ($   227)        ($    2)     ($   229)
  Other Income                       $ 7,507          $   72       $ 7,579
                                    --------         -------      --------
  Total Income                       $16,834          $  610       $17,444

  Other Expenses                     $12,210          $  372       $12,582
  Income Tax Expense                 $ 1,545          $   54       $ 1,599
                                    --------         -------      --------
  Net Income                         $ 3,079          $  184       $ 3,263
                                    --------         -------      --------
  Earnings per share                                               $  1.12
                                                                  --------
  Weighted Average Shares
          outstanding                                                2,902
                                                                  --------
</TABLE>

                                    Page 6

<PAGE>


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


(a)  Balances reflect only the results of operations from January 1, 1996 up 
     to the effective merger date of April 1, 1996. Results of operations from
     the period April 1, 1996 through September 30, 1996 are included in the 
     First Decatur Bancshares, Inc. balances.

Note 3:  Common Shares

  During the third quarter, the Company's Board of Directors approved a stock 
repurchase program which authorizes the repurchase of common shares to be 
used for the issuance of shares under the Company's employee stock option 
plan.  The shares will be repurchased from time to time in the open market or 
in private transactions.  At September 30, 1996, no shares had been 
repurchased.


                                    Page 7

<PAGE>


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

  The following discussion of the results of operations and financial 
condition should be read in conjunction with the Company's unaudited 
condensed consolidated financial statements and notes thereto.

  OVERVIEW

  The Company is a holding company whose principal activity is the ownership 
and management of its subsidiaries, The First National Bank of Decatur 
("Decatur Bank"), FirsTech, Inc. ("FirsTech"), and First Shelby Financial 
Group, Inc. ("First Shelby").  Decatur Bank operates under a national charter 
and provides full banking services, including trust services.  As a national 
bank, Decatur Bank is subject to regulation by the Office of the Comptroller 
of the Currency and the Federal Deposit Insurance Corporation ("FDIC").  
Decatur Bank generates commercial, mortgage and consumer loans and receives 
deposits from customers located throughout Decatur Bank's principal lending 
area, which is Central Illinois.  FirsTech is a remittance processing company 
that provides various remittance processing services for several large 
utility companies.  First Shelby is a holding company whose principal 
activity is the ownership and management of its subsidiary, The First Trust 
Bank of Shelbyville ("Shelby Bank").  Shelby Bank operates under a state 
charter and provides full banking services, including trust services. As a 
state bank, Shelby Bank is subject to regulation by the FDIC and the Illinois 
Office of Banks and Real Estate.

  RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS)

COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 1996 TO THREE MONTHS ENDED 
SEPTEMBER 30, 1995 AND NINE MONTHS ENDED SEPTEMBER 30, 1996 TO NINE MONTHS 
ENDED SEPTEMBER 30, 1995

  OTHER INCOME.  Other income decreased from $3,158 for the three months 
ended September 30, 1995, to $2,393 for the three months ended September 30, 
1996.  This represents a decrease of $765 (24%).  Other income decreased from 
$9,622 for the nine months ended September 30, 1995, to $7,579 for the nine 
months ended September 30, 1996.  This represents a decrease of $2,043 (21%). 
This decrease is attributed to a reduction in remittance processing income 
generated by FirsTech as the result of the loss of a major contract during 
the period.  In September 1995, the Company received notification from one 
major customer of their intention not to renew a service contract that 
expired January 1, 1996.  Management is continuing to attract new business 
from several other prospective customers.

  OTHER EXPENSES.  Other expenses decreased from $4,706 for the three months 
ended September 30, 1995, to $4,041 for the three months ended September 30, 
1996.  This represents a $665 (14%) decrease.  Other expenses decreased from 
$14,456 for the nine months ended September 30, 1995, to $12,582 for the nine 
months ended September 30, 1996.  The decrease was attributed to decreases in 
salaries and employee benefits and other operating expenses.  Salaries and 
employee benefits were $586 (23%) lower for the three month period ended 
September 30, 1996, and $1,376 (18%) lower for the nine month period ended 
September 30, 1996, mainly due to the reduction of staff at FirsTech as a 
result of the loss of a major contract effective January 1, 1996.  

Other operating expenses were $155 (11%) lower for the three month period 
ended September 30, 1996, and $603 (13%) for the nine month period ended 
September 30, 1996.  The change in other operating expenses is mainly due to 
a reduction in FDIC insurance expense ($452) as a result of the FDIC 
insurance fund being fully funded during 1995;  a net reduction in data 
processing expenses ($158) and stationary/supplies ($52) as a result of 
Decatur Bank and FirsTech purchasing a new in-house computer system and 
imaging equipment during 1995; a reduction in postage expense ($89) as a 
result of the loss of a major contract by FirsTech and increased 
efficiencies; and a reduction in correspondent bank service charges ($195) as 
a result of decreased FirsTech processing.  The Company also had an increase 
in professional fees ($337) primarily for the acquisition of First Shelby 
that were expensed on April 1, 1996, upon the consummation of the 
acquisition.  

                                    Page 8

<PAGE>


  FINANCIAL CONDITION (DOLLARS IN THOUSANDS)

  The Company's assets increased $6,675 or 1.7% from December 31, 1995 to 
September 30, 1996.  This increase was primarily due to increases in Federal 
funds sold and net loans offset by a decrease in cash and due from banks, 
securities held-to-maturity, and premises and equipment.

  CASH AND DUE FROM BANKS.  Cash and due from banks decreased $8,742 from 
December 31, 1995 to September 30, 1996.  See the consolidated statement of 
cash flow for the nine months ended September 30, 1996, in the interim 
financial statements for the details representing this decrease in cash and 
due from banks.

  FEDERAL FUNDS SOLD.  The increase in Federal funds sold of $11,585 from 
December 31, 1995 to September 30, 1996 was attributed to short-term cash 
fluctuations.  The Federal funds sold are of a short-term nature and provide 
the needed liquidity to fund loan growth and security acquisitions.
  
  SECURITIES HELD-TO-MATURITY.  The decrease in securities held-to-maturity 
of $7,276 from December 31, 1995 to September 30, 1996 was attributed to 
maturities of $9,018 offset by purchases of $1,996.

  LOANS, NET.  The increase in loans of $13,913 from December 31, 1995 to 
September 30, 1996 was attributed to increases in Commercial loans ($6,910), 
Installment loans ($3,091), and Mortgage loans ($3,956).

  PREMISES AND EQUIPMENT.  The decrease in premises and equipment of $2,242 
from December 31, 1995 to September 30, 1996  was mainly attributed to the 
$1,514 disposal of assets by FirsTech during the third quarter of 1996.

  DEPOSITS.  Total deposits decreased $8,193 from December 31, 1995 to 
September 30, 1996.  This decrease is attributed to large Certificates of 
Deposit for a local school district not renewed and loss of a major contract 
by FirsTech.

  FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER REPURCHASE AGREEMENTS.  
The  increase in Federal funds purchased and securities sold under repurchase 
agreements of  $9,187 from December 31, 1995 to September 30, 1996, is 
attributed to an increase of $8,872 in repurchase agreements with a large 
utility company.

  OTHER BORROWINGS.  Other borrowings increased $4,852 from December 31, 1995 
to September 30, 1996.  This increase is attributed to the Bank reaching 
their ceiling for Treasury, Tax & Loans and not receiving a call from the 
Federal Reserve Bank to pay the funds and a $2,500 short term borrowing from 
the Federal Home Loan Bank.

PART II - OTHER INFORMATION

  ITEM 1.  LEGAL PROCEEDINGS

  The Company is involved from time to time in routine litigation incidental 
to its business.  However, the Company believes that it is not a party to any 
material pending litigation which, if decided adversely to the Company, would 
have a significant negative impact on the business, income, assets or 
operation of the Company.  The Company is not aware of any other material 
threatened litigation which might involve the Company.

  ITEM 2.  CHANGES IN SECURITIES

      Not Applicable


                                    Page 9

<PAGE>

  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

      Not Applicable

  ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a)  Exhibits

      Exhibit
      Number    Description of Exhibit
      -------   ----------------------
          11    Computation of Per Share Income - Refer to the
                Consolidated Statements of Income in the
                interim financial statements

          27    Financial Data Schedule

    (b)  Reports on Form 8-K

      Not applicable


                                    Page 10

<PAGE>


                               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 13, 1996      By: /s/ John L. Luttrell
                           ---------------------------------------------------
                                John L. Luttrell
                                President and Chief Executive Officer


November 13, 1996      By: /s/ Matthew C. Graves
                           ---------------------------------------------------
                                Matthew C. Graves
                                Vice President and Principal Financial Officer

                                    Page 11