As filed with the Securities and Exchange Commission on September 7, 2006
                                                 Registration No. 333-

--------------------------------------------------------------------------------

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

                                 --------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                 --------------

                             AMCORE FINANCIAL, INC.
             (Exact name of registrant as specified in its charter)

              NEVADA                                  36-3183870
------------------------------------       ----------------------------------
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

                               501 Seventh Street
                            Rockford, Illinois 61104
                                 (815) 968-2241
                    (Address of Principal Executive Offices)

                             AMCORE FINANCIAL, INC.
                       2005 STOCK AWARD AND INCENTIVE PLAN
                              (Full Title of Plan)

                                DONALD H. WILSON
                             AMCORE FINANCIAL, INC.
                               501 Seventh Street
                            Rockford, Illinois 61104
                                 (815) 968-2241
 (Name, Address and Telephone Number, including Area Code, of Agent for Service)

                                  WITH COPY TO:
                                WILLIAM R. KUNKEL
                    Skadden, Arps, Slate, Meagher & Flom LLP
                         333 W. Wacker Drive, Suite 2100
                             Chicago, Illinois 60606
                                 (312) 407-0700



<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
                        Proposed Maximum Proposed Maximum
   Title of Shares           Amount To          Offering Price           Aggregate             Amount of
   To Be Registered      Be Registered (1)       Per Share (2)      Offering Price (2)     Registration Fee
---------------------------------------------------------------------------------------------------------------
<S>                      <C>                        <C>                 <C>                    <C>
  Common Stock, par      2,125,000 shares           $30.25              $64,281,250            $6,878.09
 value $.22 per share
---------------------------------------------------------------------------------------------------------------

</TABLE>


(1)  Together with an indeterminate number of shares of the Registrant's common
     stock that may be necessary to adjust the number of shares reserved for
     issuance pursuant to the Registrant's 2005 Stock Award and Incentive Plan
     as a result of a stock split, stock dividend or similar adjustment of the
     outstanding shares of the Registrant's common stock. In accordance with
     Rule 416 under the Securities Act of 1933 (the "Securities Act"), as
     amended, such indeterminable number of additional shares as may be issuable
     as a result of such adjustments are also registered hereby.

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee, pursuant to Rule 457(c) of the Securities Act, as
     amended, based upon the average of the high and low prices of the
     Registrant's common stock on September 1, 2006, as reported on the NASDAQ.


<PAGE>


                                EXPLANATORY NOTE

         In connection with the Annual Meeting of Shareholders of AMCORE
Financial, Inc. (the "Company") on May 3, 2005, the Company's shareholders
approved the AMCORE Financial, Inc. 2005 Stock Award and Incentive Plan (the
"2005 Plan"). The 2005 Plan was adopted by the Company's Board of Directors on
February 9, 2005, subject to shareholder approval. The 2005 Plan, which replaces
the AMCORE Financial, Inc. 2000 Stock Incentive Plan adopted by the Company in
February 2000, became effective immediately upon shareholder approval (the
"Effective Date") and will continue in effect until all awards under the 2005
Plan have been satisfied by the issuance of shares or the payment of cash. While
the terms of the 2005 Plan provide that no awards will be granted more than ten
years after the Effective Date, the Company only intends to grant awards during
the five-year period beginning with the Effective Date. The Company has made
commitments that it will not grant awards covering more than 550,000 shares in
any one calendar year, not to exceed 2,125,000 shares in the aggregate during
the five-year term of the plan beginning with the Effective Date; and that it
will not reprice any options, unless such repricing was authorized by a majority
vote of the shareholders. The Compensation Committee (the "Committee") of the
Board of Directors of the Company, who administer the 2005 Plan, will abide by
these commitments until such time as the Committee returns to shareholders for
approval of a new plan.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents need
not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents and the
documents incorporated by reference in this registration statement pursuant to
Item 3 of Part II of this registration statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents heretofore filed with the Commission by the
Company pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated herein by reference:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005, including portions of the Company's Definitive Proxy
Statement for the 2005 Annual Meeting of Stockholders and the Notice of the 2005
Annual Meeting of Stockholders incorporated therein by reference.

         (b) The description of the Company's common stock contained in the
registration statements filed pursuant to Section 12 of the Exchange Act,
including any amendment or report filed before or after this prospectus for the
purpose of updating such description.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified, superseded or
replaced for purposes of this registration statement to the extent that a
statement contained in this registration statement, or in any other subsequently
filed document that also is or is deemed to be incorporated by reference herein
modifies, supersedes or replaces such prior statement. Any statement contained
in this registration statement shall be deemed to be modified, superseded or
replaced to the extent that a statement contained in a subsequently filed
document that is or is deemed to be incorporated by reference in this
registration statement modifies or supersedes such prior statement. Any
statement so modified, superseded or replaced shall not be deemed, except as so
modified, superseded or replaced, to constitute a part of this registration
statement.


<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is required, pursuant to its Articles of Incorporation, to
indemnify all persons who may be indemnified under Nevada law to the fullest
extent permitted by such law. Generally, under Nevada law, a corporation may
indemnify officers, directors, employees and agents of a corporation against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by them in connection with any
threatened, pending or completed civil, criminal, administrative or
investigative proceeding (other than derivative actions) if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action, they
had no reasonable cause to believe their conduct was unlawful. With respect to
derivative actions, officers, directors, employees and agents of a corporation
may be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by them in connection with the defense or settlement of such
action if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation, except that no
such indemnification may be made in respect of any claim as to which such person
shall have been adjudged to be liable to the corporation, unless and only to the
extent that the court in which the action was brought determines that such
person is entitled to indemnification despite the adjudication of liability. To
the extent that an officer, director, employee or agent is successful on the
merits or otherwise in defense of any action, suit or proceeding referred to
above, the corporation shall indemnify such officer, director, employee or agent
against expenses (including attorneys' fees) actually and reasonably incurred in
connection therewith.

         The Company's Articles of Incorporation permit the Company to purchase
and maintain insurance or make other financial arrangements to insure its
directors, officers, employees and agents against liabilities, whether or not
the Company is permitted to indemnify against such liabilities.

         As permitted by Nevada law, the Company's Articles of Incorporation
eliminates, to the fullest extent permitted by Nevada law, the personal
liability of directors and officers to the Company for breaches of fiduciary
duty. Under the Company's Articles of Incorporation, directors and officers are
not indemnified for acts or omissions involving intentional misconduct, fraud or
a knowing violation of law or for violations of Section 78.300 of the Nevada
General Corporation Law regarding unlawful payment of dividends.

ITEM 8.  EXHIBITS.

Exhibit Number        Description
--------------        -----------

      5.1             Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

     10.1             AMCORE Financial, Inc. 2005 Stock Award and Incentive Plan
                      (Incorporated by reference to Exhibit 10.1 of the
                      Current Report on Form 8-K filed by the Company on
                      May 9, 2005)

     23.1             Consent of KPMG LLP


<PAGE>

     23.2             Consent of Skadden, Arps, Slate, Meagher & Flom LLP
                      (included in Exhibit 5.1)

     24.1             Power of Attorney (included on signature page)


ITEM 9.  UNDERTAKINGS

        (a) The undersigned registrant hereby undertakes:

                 (1) To file, during any period in which offers or sales are
                     being made, a post-effective amendment to this registration
                     statement:

                  (i)      To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the
                           registration statement (or the most recent
                           post-effective amendment thereof) which,
                           individually or in the aggregate, represent a
                           fundamental change in the information set forth in
                           the registration statement. Notwithstanding the
                           foregoing, any increase or decrease in volume of
                           securities offered (if the total dollar value of
                           securities offered would not exceed that which was
                           registered) and any deviation from the low or high
                           end of the estimated maximum offering range may be
                           reflected in the form of prospectus filed with the
                           Commission pursuant to Rule 424(b) (ss.230.424(b)
                           of this chapter) if, in the aggregate, the changes
                           in volume and price represent no more than a 20
                           percent change in the maximum aggregate offering
                           price set forth in the "Calculation of Registration
                           Fee" table in the effective registration statement.

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed
                           in the registration statement or any material
                           change to such information in the registration
                           statement;

        Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this
        section do not apply if the registration statement is on Form S-8
        (ss.239.16b of this chapter), and the information required to be
        included in a post-effective amendment by those paragraphs is contained
        in reports filed with or furnished to the Commission by the registrant
        pursuant to section 13 or section 15(d) of the Securities Exchange Act
        of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in
        the registration statement.

                 (2) That, for the purpose of determining any liability under
                     the Securities Act of 1933, each such post-effective
                     amendment shall be deemed to be a new registration
                     statement relating to the securities offered therein, and
                     the offering of such securities at that time shall be
                     deemed to be the initial bona fide offering thereof.

                 (3) To remove from registration by means of a post-effective
                     amendment any of the securities being registered which
                     remained unsold at the termination of the offering.

                 (4) That, for the purpose of determining liability under the
                     Securities Act of 1933 to any purchaser:

<PAGE>


                  (A)      Each prospectus filed by the registrant pursuant to
                           Rule 424(b)(3) (ss.230.424(b)(3) of this chapter)
                           shall be deemed to be part of the registration
                           statement as of the date the filed prospectus was
                           deemed part of and included in the registration
                           statement; and

                  (B)      Each prospectus required to be filed pursuant to
                           Rule 424(b)(2), (b)(5), or (b)(7)
                           (ss.230.424(b)(2), (b)(5), or (b)(7) of this
                           chapter) as part of a registration statement in
                           reliance on Rule 430B relating to an offering made
                           pursuant to Rule 415(a)(1)(i), (vii), or (x)
                           (ss.230.415(a)(1)(i), (vii), or (x) of this
                           chapter) for the purpose of providing the
                           information required by section 10(a) of the
                           Securities Act of 1933 shall be deemed to be part
                           of and included in the registration statement as of
                           the earlier of the date such form of prospectus is
                           first used after effectiveness or the date of the
                           first contract of sale of 314 securities in the
                           offering described in the prospectus. As provided
                           in Rule 430B, for liability purposes of the issuer
                           and any person that is at that date an underwriter,
                           such date shall be deemed to be a new effective
                           date of the registration statement relating to the
                           securities in the registration statement to which
                           that prospectus relates, and the offering of such
                           securities at that time shall be deemed to be the
                           initial bona fide offering thereof. Provided,
                           however, that no statement made in a registration
                           statement or prospectus that is part of the
                           registration statement or made in a document
                           incorporated or deemed incorporated by reference
                           into the registration statement or prospectus that
                           is part of the registration statement will, as to a
                           purchaser with a time of contract of sale prior to
                           such effective date, supersede or modify any
                           statement that was made in the registration
                           statement or prospectus that was part of the
                           registration statement or made in any such document
                           immediately prior to such effective date.

                 (5) That, for the purpose of determining liability of the
                     registrant under the Securities Act of 1933 to any
                     purchaser in the initial distribution of the securities:

                     The undersigned registrant undertakes that in a primary
                     offering of securities of the undersigned registrant
                     pursuant to this registration statement, regardless of the
                     underwriting method used to sell the securities to the
                     purchaser, if the securities are offered or sold to such
                     purchaser by means of any of the following communications,
                     the undersigned registrant will be a seller to the
                     purchaser and will be considered to offer or sell such
                     securities to such purchaser:

                  (i)      Any preliminary prospectus or prospectus of the
                           undersigned registrant relating to the offering
                           required to be filed pursuant to Rule 424
                           (ss.230.424 of this chapter);

                  (ii)     Any free writing prospectus relating to the
                           offering prepared by or on behalf of the
                           undersigned registrant or used or referred to by
                           the undersigned registrant;

                  (iii)    The portion of any other free writing prospectus
                           relating to the offering containing material
                           information about the undersigned registrant or its
                           securities provided by or on behalf of the
                           undersigned registrant; and

                  (iv)     Any other communication that is an offer in the
                           offering made by the undersigned registrant to the
                           purchaser.

<PAGE>


        (b) The undersigned registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of the registrant's annual report pursuant to section 13(a)
            or section 15(d) of the Securities Exchange Act of 1934 (and,
            where applicable, each filing of an employee benefit plan's annual
            report pursuant to section 15(d) of the Securities Exchange Act of
            1934) that is incorporated by reference in the registration
            statement shall be deemed to be a new registration statement
            relating to the securities offered therein, and the offering of
            such securities at that time shall be deemed to be the initial
            bona fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the registrant pursuant to the foregoing
            provisions, or otherwise, the registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the Act
            and is, therefore, unenforceable. In the event that a claim for
            indemnification against such liabilities (other than the payment
            by the registrant of expenses incurred or paid by a director,
            officer or controlling person of the registrant in the successful
            defense of any action, suit or proceeding) is asserted by such
            director, officer or controlling person in connection with the
            securities being registered, the registrant will, unless in the
            opinion of its counsel the matter has been settled by controlling
            precedent, submit to a court of appropriate jurisdiction the
            question whether such indemnification by it is against public
            policy as expressed in the Act and will be governed by the final
            adjudication of such issue.


<PAGE>


                                  SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rockford, State of Illinois, on September 7, 2006.

                                       AMCORE FINANCIAL, INC.


                                       By  /s/ Donald H. Wilson
                                           --------------------------------
                                           Donald H. Wilson
                                           Executive Vice President and Chief
                                            Financial Officer


         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on September 7, 2006 by the following
persons on behalf of the Registrant in the capacities indicated.

                 Name                    Title
                 ----                    -----

          /s/ Kenneth E. Edge            Chairman and Chief Executive Officer
          -------------------            (principal executive officer)
            Kenneth E. Edge


         /s/ Donald H. Wilson            Executive Vice President and Chief
         --------------------            Financial Officer
           Donald H. Wilson              (principal financial officer and
                                         principal accounting officer)




<PAGE>


         KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and directors of AMCORE Financial, Inc., a Nevada corporation, whose
signature appears below constitutes and appoints KENNETH R. EDGE and DONALD H.
WILSON, and each of them, his true and lawful attorney-in-fact and agent with
power of substitution and resubstitution, for them and in their name, place and
stead, in any and all capacities, to sign any and all amendments to this
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the SEC, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.

<TABLE>
<CAPTION>


                   Name                     Title                                        Date
                   ----                     -----                                        ----

<S>                                         <C>                                          <C>
           /s/ Kenneth E. Edge              Chairman and Chief Executive Officer         September 7, 2006
           -------------------              (principal executive officer)
              Kenneth E. Edge

           /s/ Donald H. Wilson             Executive Vice President and Chief           September 7, 2006
           --------------------             Financial Officer (principal financial
             Donald H. Wilson               officer and principal accounting officer)


           /s/ Paula A. Bauer               Director                                     September 7, 2006
           ------------------
             Paula A. Bauer

           /s/ Paul Donovan                 Director                                     September 7, 2006
           ----------------
             Paul Donovan

           /s/ John W. Gleeson              Director                                     September 7, 2006
           -------------------
             John W. Gleeson

           /s/ John A Halbrook              Director                                     September 7, 2006
           -------------------
             John A. Halbrook

           /s/ Frederick D. Hay             Director                                     September 7, 2006
           --------------------
             Frederick D. Hay

           /s/ William R. McManaman         Director                                     September 7, 2006
           ------------------------
             William R. McManaman

           /s/ Steven S. Rogers             Director                                     September 7, 2006
           --------------------
             Steven S. Rogers

           /s/ Jack D. Ward                 Director                                     September 7, 2006
           ----------------
             Jack D. Ward

           /s/ Gary L. Watson               Director                                     September 7, 2006
           ------------------
             Gary L. Watson

</TABLE>


<PAGE>


                               INDEX TO EXHIBITS

Exhibit Number        Description
--------------        -----------

     5.1              Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

     10.1             AMCORE Financial, Inc. 2005 Stock Award and Incentive
                      Plan (Incorporated by reference to Exhibit 10.1 of the
                      Current Report on Form 8-K filed by the Company on May
                      9, 2005)

     23.1             Consent of KPMG LLP

     23.2             Consent of Skadden, Arps, Slate, Meagher & Flom LLP
                      (included in Exhibit 5.1)

     24.1             Power of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "filename": "chi561794.txt", "description": "FORM S-8", "secsgml_size_bytes": 28030}]
{"company-data": {"conformed-name": "AMCORE FINANCIAL INC", "cik": "0000714756", "assigned-sic": "6021", "irs-number": "363183870", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-137155", "film-number": "061078494"}, "business-address": {"street1": "501 SEVENTH ST", "street2": "P O BOX 1537", "city": "ROCKFORD", "state": "IL", "zip": "61104", "phone": "8159682241"}, "mail-address": {"street1": "501 SEVENTH ST", "street2": "PO BOX 1537", "city": "ROCKFORD", "state": "IL", "zip": "611100037"}, "former-company": {"former-conformed-name": "AMERICORP FINANCIAL INC", "date-changed": "19851222"}}
As filed with the Securities and Exchange Commission on September 7, 2006
                                                 Registration No. 333-

--------------------------------------------------------------------------------

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

                                 --------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                 --------------

                             AMCORE FINANCIAL, INC.
             (Exact name of registrant as specified in its charter)

              NEVADA                                  36-3183870
------------------------------------       ----------------------------------
 (State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

                               501 Seventh Street
                            Rockford, Illinois 61104
                                 (815) 968-2241
                    (Address of Principal Executive Offices)

                             AMCORE FINANCIAL, INC.
                       2005 STOCK AWARD AND INCENTIVE PLAN
                              (Full Title of Plan)

                                DONALD H. WILSON
                             AMCORE FINANCIAL, INC.
                               501 Seventh Street
                            Rockford, Illinois 61104
                                 (815) 968-2241
 (Name, Address and Telephone Number, including Area Code, of Agent for Service)

                                  WITH COPY TO:
                                WILLIAM R. KUNKEL
                    Skadden, Arps, Slate, Meagher & Flom LLP
                         333 W. Wacker Drive, Suite 2100
                             Chicago, Illinois 60606
                                 (312) 407-0700
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
                        Proposed Maximum Proposed Maximum
   Title of Shares           Amount To          Offering Price           Aggregate             Amount of
   To Be Registered      Be Registered (1)       Per Share (2)      Offering Price (2)     Registration Fee
---------------------------------------------------------------------------------------------------------------
Common Stock, par      2,125,000 shares           $30.25              $64,281,250            $6,878.09
 value $.22 per share
---------------------------------------------------------------------------------------------------------------
(1)  Together with an indeterminate number of shares of the Registrant's common
     stock that may be necessary to adjust the number of shares reserved for
     issuance pursuant to the Registrant's 2005 Stock Award and Incentive Plan
     as a result of a stock split, stock dividend or similar adjustment of the
     outstanding shares of the Registrant's common stock. In accordance with
     Rule 416 under the Securities Act of 1933 (the "Securities Act"), as
     amended, such indeterminable number of additional shares as may be issuable
     as a result of such adjustments are also registered hereby.

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee, pursuant to Rule 457(c) of the Securities Act, as
     amended, based upon the average of the high and low prices of the
     Registrant's common stock on September 1, 2006, as reported on the NASDAQ.
EXPLANATORY NOTE

         In connection with the Annual Meeting of Shareholders of AMCORE
Financial, Inc. (the "Company") on May 3, 2005, the Company's shareholders
approved the AMCORE Financial, Inc. 2005 Stock Award and Incentive Plan (the
"2005 Plan"). The 2005 Plan was adopted by the Company's Board of Directors on
February 9, 2005, subject to shareholder approval. The 2005 Plan, which replaces
the AMCORE Financial, Inc. 2000 Stock Incentive Plan adopted by the Company in
February 2000, became effective immediately upon shareholder approval (the
"Effective Date") and will continue in effect until all awards under the 2005
Plan have been satisfied by the issuance of shares or the payment of cash. While
the terms of the 2005 Plan provide that no awards will be granted more than ten
years after the Effective Date, the Company only intends to grant awards during
the five-year period beginning with the Effective Date. The Company has made
commitments that it will not grant awards covering more than 550,000 shares in
any one calendar year, not to exceed 2,125,000 shares in the aggregate during
the five-year term of the plan beginning with the Effective Date; and that it
will not reprice any options, unless such repricing was authorized by a majority
vote of the shareholders. The Compensation Committee (the "Committee") of the
Board of Directors of the Company, who administer the 2005 Plan, will abide by
these commitments until such time as the Committee returns to shareholders for
approval of a new plan.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information specified in Part I of Form
S-8 will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents need
not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act. These documents and the
documents incorporated by reference in this registration statement pursuant to
Item 3 of Part II of this registration statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents heretofore filed with the Commission by the
Company pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated herein by reference:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005, including portions of the Company's Definitive Proxy
Statement for the 2005 Annual Meeting of Stockholders and the Notice of the 2005
Annual Meeting of Stockholders incorporated therein by reference.

         (b) The description of the Company's common stock contained in the
registration statements filed pursuant to Section 12 of the Exchange Act,
including any amendment or report filed before or after this prospectus for the
purpose of updating such description.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified, superseded or
replaced for purposes of this registration statement to the extent that a
statement contained in this registration statement, or in any other subsequently
filed document that also is or is deemed to be incorporated by reference herein
modifies, supersedes or replaces such prior statement. Any statement contained
in this registration statement shall be deemed to be modified, superseded or
replaced to the extent that a statement contained in a subsequently filed
document that is or is deemed to be incorporated by reference in this
registration statement modifies or supersedes such prior statement. Any
statement so modified, superseded or replaced shall not be deemed, except as so
modified, superseded or replaced, to constitute a part of this registration
statement.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company is required, pursuant to its Articles of Incorporation, to
indemnify all persons who may be indemnified under Nevada law to the fullest
extent permitted by such law. Generally, under Nevada law, a corporation may
indemnify officers, directors, employees and agents of a corporation against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by them in connection with any
threatened, pending or completed civil, criminal, administrative or
investigative proceeding (other than derivative actions) if they acted in good
faith and in a manner they reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action, they
had no reasonable cause to believe their conduct was unlawful. With respect to
derivative actions, officers, directors, employees and agents of a corporation
may be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by them in connection with the defense or settlement of such
action if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation, except that no
such indemnification may be made in respect of any claim as to which such person
shall have been adjudged to be liable to the corporation, unless and only to the
extent that the court in which the action was brought determines that such
person is entitled to indemnification despite the adjudication of liability. To
the extent that an officer, director, employee or agent is successful on the
merits or otherwise in defense of any action, suit or proceeding referred to
above, the corporation shall indemnify such officer, director, employee or agent
against expenses (including attorneys' fees) actually and reasonably incurred in
connection therewith.

         The Company's Articles of Incorporation permit the Company to purchase
and maintain insurance or make other financial arrangements to insure its
directors, officers, employees and agents against liabilities, whether or not
the Company is permitted to indemnify against such liabilities.

         As permitted by Nevada law, the Company's Articles of Incorporation
eliminates, to the fullest extent permitted by Nevada law, the personal
liability of directors and officers to the Company for breaches of fiduciary
duty. Under the Company's Articles of Incorporation, directors and officers are
not indemnified for acts or omissions involving intentional misconduct, fraud or
a knowing violation of law or for violations of Section 78.300 of the Nevada
General Corporation Law regarding unlawful payment of dividends.

ITEM 8.  EXHIBITS.

Exhibit Number        Description
--------------        -----------

      5.1             Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

     10.1             AMCORE Financial, Inc. 2005 Stock Award and Incentive Plan
                      (Incorporated by reference to Exhibit 10.1 of the
                      Current Report on Form 8-K filed by the Company on
                      May 9, 2005)

     23.1             Consent of KPMG LLP
23.2             Consent of Skadden, Arps, Slate, Meagher & Flom LLP
                      (included in Exhibit 5.1)

     24.1             Power of Attorney (included on signature page)

ITEM 9.  UNDERTAKINGS

        (a) The undersigned registrant hereby undertakes:

                 (1) To file, during any period in which offers or sales are
                     being made, a post-effective amendment to this registration
                     statement:

                  (i)      To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the
                           registration statement (or the most recent
                           post-effective amendment thereof) which,
                           individually or in the aggregate, represent a
                           fundamental change in the information set forth in
                           the registration statement. Notwithstanding the
                           foregoing, any increase or decrease in volume of
                           securities offered (if the total dollar value of
                           securities offered would not exceed that which was
                           registered) and any deviation from the low or high
                           end of the estimated maximum offering range may be
                           reflected in the form of prospectus filed with the
                           Commission pursuant to Rule 424(b) (ss.230.424(b)
                           of this chapter) if, in the aggregate, the changes
                           in volume and price represent no more than a 20
                           percent change in the maximum aggregate offering
                           price set forth in the "Calculation of Registration
                           Fee" table in the effective registration statement.

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed
                           in the registration statement or any material
                           change to such information in the registration
                           statement;

        Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this
        section do not apply if the registration statement is on Form S-8
        (ss.239.16b of this chapter), and the information required to be
        included in a post-effective amendment by those paragraphs is contained
        in reports filed with or furnished to the Commission by the registrant
        pursuant to section 13 or section 15(d) of the Securities Exchange Act
        of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in
        the registration statement.

                 (2) That, for the purpose of determining any liability under
                     the Securities Act of 1933, each such post-effective
                     amendment shall be deemed to be a new registration
                     statement relating to the securities offered therein, and
                     the offering of such securities at that time shall be
                     deemed to be the initial bona fide offering thereof.

                 (3) To remove from registration by means of a post-effective
                     amendment any of the securities being registered which
                     remained unsold at the termination of the offering.

                 (4) That, for the purpose of determining liability under the
                     Securities Act of 1933 to any purchaser:
(A)      Each prospectus filed by the registrant pursuant to
                           Rule 424(b)(3) (ss.230.424(b)(3) of this chapter)
                           shall be deemed to be part of the registration
                           statement as of the date the filed prospectus was
                           deemed part of and included in the registration
                           statement; and

                  (B)      Each prospectus required to be filed pursuant to
                           Rule 424(b)(2), (b)(5), or (b)(7)
                           (ss.230.424(b)(2), (b)(5), or (b)(7) of this
                           chapter) as part of a registration statement in
                           reliance on Rule 430B relating to an offering made
                           pursuant to Rule 415(a)(1)(i), (vii), or (x)
                           (ss.230.415(a)(1)(i), (vii), or (x) of this
                           chapter) for the purpose of providing the
                           information required by section 10(a) of the
                           Securities Act of 1933 shall be deemed to be part
                           of and included in the registration statement as of
                           the earlier of the date such form of prospectus is
                           first used after effectiveness or the date of the
                           first contract of sale of 314 securities in the
                           offering described in the prospectus. As provided
                           in Rule 430B, for liability purposes of the issuer
                           and any person that is at that date an underwriter,
                           such date shall be deemed to be a new effective
                           date of the registration statement relating to the
                           securities in the registration statement to which
                           that prospectus relates, and the offering of such
                           securities at that time shall be deemed to be the
                           initial bona fide offering thereof. Provided,
                           however, that no statement made in a registration
                           statement or prospectus that is part of the
                           registration statement or made in a document
                           incorporated or deemed incorporated by reference
                           into the registration statement or prospectus that
                           is part of the registration statement will, as to a
                           purchaser with a time of contract of sale prior to
                           such effective date, supersede or modify any
                           statement that was made in the registration
                           statement or prospectus that was part of the
                           registration statement or made in any such document
                           immediately prior to such effective date.

                 (5) That, for the purpose of determining liability of the
                     registrant under the Securities Act of 1933 to any
                     purchaser in the initial distribution of the securities:

                     The undersigned registrant undertakes that in a primary
                     offering of securities of the undersigned registrant
                     pursuant to this registration statement, regardless of the
                     underwriting method used to sell the securities to the
                     purchaser, if the securities are offered or sold to such
                     purchaser by means of any of the following communications,
                     the undersigned registrant will be a seller to the
                     purchaser and will be considered to offer or sell such
                     securities to such purchaser:

                  (i)      Any preliminary prospectus or prospectus of the
                           undersigned registrant relating to the offering
                           required to be filed pursuant to Rule 424
                           (ss.230.424 of this chapter);

                  (ii)     Any free writing prospectus relating to the
                           offering prepared by or on behalf of the
                           undersigned registrant or used or referred to by
                           the undersigned registrant;

                  (iii)    The portion of any other free writing prospectus
                           relating to the offering containing material
                           information about the undersigned registrant or its
                           securities provided by or on behalf of the
                           undersigned registrant; and

                  (iv)     Any other communication that is an offer in the
                           offering made by the undersigned registrant to the
                           purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of the registrant's annual report pursuant to section 13(a)
            or section 15(d) of the Securities Exchange Act of 1934 (and,
            where applicable, each filing of an employee benefit plan's annual
            report pursuant to section 15(d) of the Securities Exchange Act of
            1934) that is incorporated by reference in the registration
            statement shall be deemed to be a new registration statement
            relating to the securities offered therein, and the offering of
            such securities at that time shall be deemed to be the initial
            bona fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the registrant pursuant to the foregoing
            provisions, or otherwise, the registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the Act
            and is, therefore, unenforceable. In the event that a claim for
            indemnification against such liabilities (other than the payment
            by the registrant of expenses incurred or paid by a director,
            officer or controlling person of the registrant in the successful
            defense of any action, suit or proceeding) is asserted by such
            director, officer or controlling person in connection with the
            securities being registered, the registrant will, unless in the
            opinion of its counsel the matter has been settled by controlling
            precedent, submit to a court of appropriate jurisdiction the
            question whether such indemnification by it is against public
            policy as expressed in the Act and will be governed by the final
            adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rockford, State of Illinois, on September 7, 2006.

                                       AMCORE FINANCIAL, INC.

                                       By  /s/ Donald H. Wilson
                                           --------------------------------
                                           Donald H. Wilson
                                           Executive Vice President and Chief
                                            Financial Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on September 7, 2006 by the following
persons on behalf of the Registrant in the capacities indicated.

                 Name                    Title
                 ----                    -----

          /s/ Kenneth E. Edge            Chairman and Chief Executive Officer
          -------------------            (principal executive officer)
            Kenneth E. Edge

         /s/ Donald H. Wilson            Executive Vice President and Chief
         --------------------            Financial Officer
           Donald H. Wilson              (principal financial officer and
                                         principal accounting officer)
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and directors of AMCORE Financial, Inc., a Nevada corporation, whose
signature appears below constitutes and appoints KENNETH R. EDGE and DONALD H.
WILSON, and each of them, his true and lawful attorney-in-fact and agent with
power of substitution and resubstitution, for them and in their name, place and
stead, in any and all capacities, to sign any and all amendments to this
registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the SEC, granting unto said
attorneys-in-fact and agents, and each of them full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.
Name                     Title                                        Date
                   ----                     -----                                        ----
/s/ Kenneth E. Edge              Chairman and Chief Executive Officer         September 7, 2006
           -------------------              (principal executive officer)
              Kenneth E. Edge

           /s/ Donald H. Wilson             Executive Vice President and Chief           September 7, 2006
           --------------------             Financial Officer (principal financial
             Donald H. Wilson               officer and principal accounting officer)

           /s/ Paula A. Bauer               Director                                     September 7, 2006
           ------------------
             Paula A. Bauer

           /s/ Paul Donovan                 Director                                     September 7, 2006
           ----------------
             Paul Donovan

           /s/ John W. Gleeson              Director                                     September 7, 2006
           -------------------
             John W. Gleeson

           /s/ John A Halbrook              Director                                     September 7, 2006
           -------------------
             John A. Halbrook

           /s/ Frederick D. Hay             Director                                     September 7, 2006
           --------------------
             Frederick D. Hay

           /s/ William R. McManaman         Director                                     September 7, 2006
           ------------------------
             William R. McManaman

           /s/ Steven S. Rogers             Director                                     September 7, 2006
           --------------------
             Steven S. Rogers

           /s/ Jack D. Ward                 Director                                     September 7, 2006
           ----------------
             Jack D. Ward

           /s/ Gary L. Watson               Director                                     September 7, 2006
           ------------------
             Gary L. Watson
INDEX TO EXHIBITS

Exhibit Number        Description
--------------        -----------

     5.1              Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

     10.1             AMCORE Financial, Inc. 2005 Stock Award and Incentive
                      Plan (Incorporated by reference to Exhibit 10.1 of the
                      Current Report on Form 8-K filed by the Company on May
                      9, 2005)

     23.1             Consent of KPMG LLP

     23.2             Consent of Skadden, Arps, Slate, Meagher & Flom LLP
                      (included in Exhibit 5.1)

     24.1             Power of Attorney (included on signature page)