As filed with the Securities and Exchange Commission on July 1, 1996
                                             Registration No.         
======================================================================
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                --------------------------------------
                               FORM S-8
                        Registration Statement
                                 under
                      The Securities Act of 1933
               ----------------------------------------
                         EAGLE BANCGROUP, INC.
        (Exact name of registrant as specified in its charter)

           Delaware                          37-1353957 
(State or other jurisdiction of           (I.R.S. employer 
incorporation or organization)           identification no.)

                           301 Fairway Drive
                      Bloomington, Illinois 61701
     (Address of principal executive offices, including zip code)

                   FIRST FEDERAL SAVINGS 401(k) PLAN
                       (Full title of the plan)

                          Donald L. Fernandes
                               President
                         Eagle BancGroup, Inc.
                           301 Fairway Drive
                      Bloomington, Illinois 61701
                (Name and address of agent for service)

                            (309) 663-6345
     (Telephone number, including area code, of agent for service)

                            With a copy to:

                         Christopher J. Zinski
                         Schiff Hardin & Waite
                           7200 Sears Tower
                        Chicago, Illinois 60606
                            (312) 258-5548

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

                    CALCULATION OF REGISTRATION FEE

<TABLE>
                                                               Proposed maximum   Proposed maximum        Amount of
                                              Amount to be      offering price   aggregate offering      registration
     Title of Securities to be Registered    registered (1)     per share (2)        price (2)             fee (2)
    --------------------------------------   ---------------   ---------------   -----------------    ------------------
   <S>                                            <C>               <C>               <C>                  <C>
   Common Stock, par value $.01 per share         25,000            $10.00            $250,000             $100.00
   Interests in the Plan                           (3)               (3)                (3)                  (3)
</TABLE>

(1)  Based upon the number of shares that would be purchased by the
     trustee of the trust established in connection with the First
     Federal Savings 401(k) Plan during the three- to five-year period
     beginning with the effective date of this Registration Statement.

(2)  Estimated on the basis of $10.00 per share, the book value of the
     securities on June 28, 1996, pursuant to Rule 457(h).

(3)  In addition, pursuant to Rule 416(c) under the Securities Act of
     1933, this Registration Statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the Plan
     described herein for which no separate fee is required.

<PAGE> 2

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents which have been filed by Eagle BancGroup,
Inc. (the "Registrant") are incorporated herein by reference:

     (a)  The prospectus filed with the Securities and Exchange
          Commission (the "Commission") on May 20, 1996 pursuant to
          Rule 424(b) of the Securities Act of 1933 that contains
          audited financial statements for the Registrant's fiscal
          ended December 31, 1995; and

     (b)  The description of the Registrant's Common Stock, par value
          $.01 per share, contained in the Registrant's Registration
          Statement on Form S-1, filed with the Commission on
          March 18, 1996, as amended by Amendment No. 1 on Form S-1,
          filed with the Commission on May 3, 1996 and Amendment No. 2
          on Form S-1, filed with the Commission on May 10, 1996.

     All documents subsequently filed by the Registrant and/or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof
from the date of filing of such documents.

ITEM 4.   Description of Securities.

     Not applicable.

ITEM 5.   Interests of Named Experts and Counsel.

     Not applicable.

ITEM 6.   Indemnification of Directors and Officers. 

     The Registrant is empowered by Section 145 of the Delaware
General Corporation Law, subject to the procedures and limitations
stated therein, to indemnify any person against expenses (including
attorney's fees), judgments, fines and amount paid in settlement
actually and reasonably incurred by him or her in the defense of any
threatened, pending or completed action, suit or proceeding in which
such person is made a party by reason of his or her being or having
been a director, officer, employee or agent of the Registrant, or
serving or having served at the request of the Registrant as a
director, officer, employee or agent of another enterprise.  The
statute provides that this indemnification is not exclusive of other
rights of indemnification to which a person may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.

<PAGE> 3

     The Certificate of Incorporation and Bylaws of the Registrant
provide, subject to certain procedures and limitations stated therein,
that the Registrant shall indemnify any person against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in the
defense of any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of his or
her being or having been a director or officer of the Registrant, or
being or having been a director or officer of the Registrant and
serving or having served at the request of the Registrant as a
director, officer, employee or agent of another enterprise.  The
indemnification is not exclusive of other rights of indemnification to
which a person may be entitled under any statute, bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise.

     The Registrant maintains an insurance policy under which its
officers and directors are insured, within the limits and subject to
the limitations of the policy, against certain losses arising from any
claim or claims made against them in their respective capacities of
directors or officers.  The policy also provides for reimbursement to
the Registrant for any indemnification of officers and directors.

ITEM 7.   Exemption from Registration Claimed.

     Not applicable.

ITEM 8.   Exhibits.

     The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this registration
statement on page 7 hereof.  The Registrant hereby undertakes to
submit the Plan in a timely manner to the Internal Revenue Service for
a determination that the Plan is qualified under Section 401 of the
Internal Revenue Code and to make all changes required by the Internal
Revenue Service in order to so qualify the Plan.

ITEM 9.   Undertakings.

     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;
     provided, however, that 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

<PAGE> 4

     offering range may be reflected in the form of prospectus filed
     with the Commission pursuant to Rule 424(b) 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; and

          (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) do not
apply if the registration statement is on Form S-3, Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 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 remain unsold
at the termination of the offering.

     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.

     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

<PAGE> 5

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

     The Registrant.  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 Bloomington, State of Illinois, on June 11, 1996.

                              EAGLE BANCGROUP, INC.
                                   (Registrant)


                              By:  /s/ Donald L. Fernandes
                                   ------------------------------
                                   Donald L. Fernandes
                                   President and
                                   Chief Executive Officer

<PAGE> 6

                           POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and
appoints Donald L. Fernandes and Gerald A. Bradley, and each of them,
the true and lawful attorneys-in-fact and agents of the undersigned,
with full power of substitution and resubstitution, for and in the
name, place and stead of the undersigned, in any and all capacities,
to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, and hereby grants to such
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them,
or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
        Signature                                           Title                                            Date


  <S>   <C>                                     <C>                                                     <C>
  /s/   Donald L. Fernandes                     President, Chief Executive                              June 11, 1996
  ----------------------------                  Officer and Director 
        Donald L. Fernandes                     (Principal Executive Officer, 
                                                Principal Financial Officer and 
                                                Principal Accounting Officer)


  /s/   Gerald A. Bradley                       Chairman of the Board and                               June 11, 1996
  ----------------------------                  Director
        Gerald A. Bradley


  /s/   Robert P. Dole                          Director                                                June 11, 1996
  ----------------------------
        Robert P. Dole


  /s/   William J. Hanfland                     Director                                                June 11, 1996
  ----------------------------
        William J. Hanfland


  /s/   Louis F. Ulbrich                        Director                                                June 11, 1996
  ----------------------------
        Louis F. Ulbrich


  /s/   Steven J. Wannemacher                   Director                                                June 11, 1996
  ----------------------------
        Steven J. Wannemacher
</TABLE>

<PAGE> 7

     The Plan.  Pursuant to the requirements of the Securities Act of
1933, the Plan has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Bloomington, State of Illinois, on June 11, 1996.


                         FIRST FEDERAL SAVINGS 401(k) PLAN



                         By:  FIRST FEDERAL SAVINGS AND LOAN
                              ASSOCIATION OF BLOOMINGTON



                              By:  /s/  Donald L. Fernandes
                                   ------------------------------
                                   Donald L. Fernandes
                                   President and Chief
                                   Executive Officer

<PAGE> 8

                             EXHIBIT INDEX

Exhibit
Number                   Description                          Page No.

 5             Opinion of Schiff Hardin & Waite.

23.1           Consent of Ernst & Young LLP.

23.2           Consent of Schiff Hardin & Waite
               (contained in their opinion filed as
               Exhibit 5).

24             Powers of Attorney (contained on the
               signature pages hereto).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17043}]
{"company-data": {"conformed-name": "EAGLE BANCGROUP INC", "cik": "0001010856", "assigned-sic": "6035", "irs-number": "371353957", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07355", "film-number": "96589841"}, "business-address": {"street1": "301 FAIRWAY DR", "city": "BLOOMINGTON", "state": "IL", "zip": "61701", "phone": "3096636345"}, "mail-address": {"street1": "301 FAIRWAY DRIVE", "street2": "301 FAIRWAY DRIVE", "city": "BLOOMINGTON", "state": "IL", "zip": "61701"}}
As filed with the Securities and Exchange Commission on July 1, 1996
                                             Registration No.         
======================================================================
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549
                --------------------------------------
                               FORM S-8
                        Registration Statement
                                 under
                      The Securities Act of 1933
               ----------------------------------------
                         EAGLE BANCGROUP, INC.
        (Exact name of registrant as specified in its charter)

           Delaware                          37-1353957 
(State or other jurisdiction of           (I.R.S. employer 
incorporation or organization)           identification no.)

                           301 Fairway Drive
                      Bloomington, Illinois 61701
     (Address of principal executive offices, including zip code)

                   FIRST FEDERAL SAVINGS 401(k) PLAN
                       (Full title of the plan)

                          Donald L. Fernandes
                               President
                         Eagle BancGroup, Inc.
                           301 Fairway Drive
                      Bloomington, Illinois 61701
                (Name and address of agent for service)

                            (309) 663-6345
     (Telephone number, including area code, of agent for service)

                            With a copy to:

                         Christopher J. Zinski
                         Schiff Hardin & Waite
                           7200 Sears Tower
                        Chicago, Illinois 60606
                            (312) 258-5548

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

                    CALCULATION OF REGISTRATION FEE

                                                               Proposed maximum   Proposed maximum        Amount of
                                              Amount to be      offering price   aggregate offering      registration
     Title of Securities to be Registered    registered (1)     per share (2)        price (2)             fee (2)
    --------------------------------------   ---------------   ---------------   -----------------    ------------------
Common Stock, par value $.01 per share         25,000            $10.00            $250,000             $100.00
   Interests in the Plan                           (3)               (3)                (3)                  (3)
(1)  Based upon the number of shares that would be purchased by the
     trustee of the trust established in connection with the First
     Federal Savings 401(k) Plan during the three- to five-year period
     beginning with the effective date of this Registration Statement.

(2)  Estimated on the basis of $10.00 per share, the book value of the
     securities on June 28, 1996, pursuant to Rule 457(h).

(3)  In addition, pursuant to Rule 416(c) under the Securities Act of
     1933, this Registration Statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the Plan
     described herein for which no separate fee is required.
2

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents which have been filed by Eagle BancGroup,
Inc. (the "Registrant") are incorporated herein by reference:

     (a)  The prospectus filed with the Securities and Exchange
          Commission (the "Commission") on May 20, 1996 pursuant to
          Rule 424(b) of the Securities Act of 1933 that contains
          audited financial statements for the Registrant's fiscal
          ended December 31, 1995; and

     (b)  The description of the Registrant's Common Stock, par value
          $.01 per share, contained in the Registrant's Registration
          Statement on Form S-1, filed with the Commission on
          March 18, 1996, as amended by Amendment No. 1 on Form S-1,
          filed with the Commission on May 3, 1996 and Amendment No. 2
          on Form S-1, filed with the Commission on May 10, 1996.

     All documents subsequently filed by the Registrant and/or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof
from the date of filing of such documents.

ITEM 4.   Description of Securities.

     Not applicable.

ITEM 5.   Interests of Named Experts and Counsel.

     Not applicable.

ITEM 6.   Indemnification of Directors and Officers. 

     The Registrant is empowered by Section 145 of the Delaware
General Corporation Law, subject to the procedures and limitations
stated therein, to indemnify any person against expenses (including
attorney's fees), judgments, fines and amount paid in settlement
actually and reasonably incurred by him or her in the defense of any
threatened, pending or completed action, suit or proceeding in which
such person is made a party by reason of his or her being or having
been a director, officer, employee or agent of the Registrant, or
serving or having served at the request of the Registrant as a
director, officer, employee or agent of another enterprise.  The
statute provides that this indemnification is not exclusive of other
rights of indemnification to which a person may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.
3

     The Certificate of Incorporation and Bylaws of the Registrant
provide, subject to certain procedures and limitations stated therein,
that the Registrant shall indemnify any person against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in the
defense of any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of his or
her being or having been a director or officer of the Registrant, or
being or having been a director or officer of the Registrant and
serving or having served at the request of the Registrant as a
director, officer, employee or agent of another enterprise.  The
indemnification is not exclusive of other rights of indemnification to
which a person may be entitled under any statute, bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise.

     The Registrant maintains an insurance policy under which its
officers and directors are insured, within the limits and subject to
the limitations of the policy, against certain losses arising from any
claim or claims made against them in their respective capacities of
directors or officers.  The policy also provides for reimbursement to
the Registrant for any indemnification of officers and directors.

ITEM 7.   Exemption from Registration Claimed.

     Not applicable.

ITEM 8.   Exhibits.

     The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this registration
statement on page 7 hereof.  The Registrant hereby undertakes to
submit the Plan in a timely manner to the Internal Revenue Service for
a determination that the Plan is qualified under Section 401 of the
Internal Revenue Code and to make all changes required by the Internal
Revenue Service in order to so qualify the Plan.

ITEM 9.   Undertakings.

     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;
     provided, however, that 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
4

     offering range may be reflected in the form of prospectus filed
     with the Commission pursuant to Rule 424(b) 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; and

          (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) do not
apply if the registration statement is on Form S-3, Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 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 remain unsold
at the termination of the offering.

     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.

     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
5

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

     The Registrant.  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 Bloomington, State of Illinois, on June 11, 1996.

                              EAGLE BANCGROUP, INC.
                                   (Registrant)

                              By:  /s/ Donald L. Fernandes
                                   ------------------------------
                                   Donald L. Fernandes
                                   President and
                                   Chief Executive Officer
6

                           POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and
appoints Donald L. Fernandes and Gerald A. Bradley, and each of them,
the true and lawful attorneys-in-fact and agents of the undersigned,
with full power of substitution and resubstitution, for and in the
name, place and stead of the undersigned, in any and all capacities,
to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, and hereby grants to such
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them,
or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

        Signature                                           Title                                            Date
/s/   Donald L. Fernandes                     President, Chief Executive                              June 11, 1996
  ----------------------------                  Officer and Director 
        Donald L. Fernandes                     (Principal Executive Officer, 
                                                Principal Financial Officer and 
                                                Principal Accounting Officer)

  /s/   Gerald A. Bradley                       Chairman of the Board and                               June 11, 1996
  ----------------------------                  Director
        Gerald A. Bradley

  /s/   Robert P. Dole                          Director                                                June 11, 1996
  ----------------------------
        Robert P. Dole

  /s/   William J. Hanfland                     Director                                                June 11, 1996
  ----------------------------
        William J. Hanfland

  /s/   Louis F. Ulbrich                        Director                                                June 11, 1996
  ----------------------------
        Louis F. Ulbrich

  /s/   Steven J. Wannemacher                   Director                                                June 11, 1996
  ----------------------------
        Steven J. Wannemacher
7

     The Plan.  Pursuant to the requirements of the Securities Act of
1933, the Plan has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Bloomington, State of Illinois, on June 11, 1996.

                         FIRST FEDERAL SAVINGS 401(k) PLAN

                         By:  FIRST FEDERAL SAVINGS AND LOAN
                              ASSOCIATION OF BLOOMINGTON

                              By:  /s/  Donald L. Fernandes
                                   ------------------------------
                                   Donald L. Fernandes
                                   President and Chief
                                   Executive Officer
8

                             EXHIBIT INDEX

Exhibit
Number                   Description                          Page No.

 5             Opinion of Schiff Hardin & Waite.

23.1           Consent of Ernst & Young LLP.

23.2           Consent of Schiff Hardin & Waite
               (contained in their opinion filed as
               Exhibit 5).

24             Powers of Attorney (contained on the
               signature pages hereto).