As filed with the Securities and Exchange Commission on February 25,
1999
                                   REGISTRATION NO. 333-            

======================================================================

                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
                        ____________________

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

                   CENTRAL ILLINOIS BANCORP, INC.
       (Exact name of registrant as specified in its charter)

           ILLINOIS                              37-1203599
(State or other jurisdiction                  (I.R.S. employer 
    of incorporation or                     identification no.)


                       N27 W24025 Paul Court
                    Pewaukee, Wisconsin   53072
    (Address of principal executive offices, including zip code)

           1998 NON-QUALIFIED EMPLOYEE STOCK OPTION PLAN
           1998 NON-QUALIFIED DIRECTOR STOCK OPTION PLAN
         1998 NON-QUALIFIED DIRECTOR STOCK OPTION PLAN FOR 
        CENTRAL ILLINOIS BANCORP, INC. SUBSIDIARY DIRECTORS
                     (Full title of the plans)

                         DONALD J.  STRAKA
               SENIOR VICE PRESIDENT, SECRETARY AND 
                          GENERAL COUNSEL
                   CENTRAL ILLINOIS BANCORP, INC.
                       N27 W24025 PAUL COURT
                     PEWAUKEE, WISCONSIN 53072
              (Name and address of agent for service)

                           (414) 695-6010
   (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>
<S>                      <C>          <C>              <C>                  <C>
                                          PROPOSED                          
                            AMOUNT        MAXIMUM        PROPOSED MAXIMUM              
 TITLE OF SECURITIES TO     TO BE      OFFERING PRICE   AGGREGATE OFFERING        AMOUNT OF 
      BE REGISTERED       REGISTERED    PER SHARE (1)        PRICE (1)         REGISTRATION FEE
 ----------------------   ----------   --------------   ------------------     ----------------

Common Stock, par value                                                     
$1.00 per share              3,520           (1)           $6,734,836.81          $1,872.28
</TABLE>
<PAGE>

(1)  Estimated pursuant to Rule 457(h) on the basis of the
     price per share at which options to acquire 3,193 shares
     of Common Stock may be exercised and at  the book value
     per share, as of January 31, 1999, for 327 shares of
     Common Stock for which the option exercise price has not
     yet been fixed. 

                            PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

          (a)  The Registrant's Registration Statement on
               Form 10, filed with the Securities and
               Exchange Commission (the "Commission") on
               April 30, 1998, as amended by Amendment No.  1
               thereto, filed with the Commission on June 25,
               1998 ( as amended, the "Form 10");

          (b)  The Registrant's Quarterly Report on Form 10-Q
               for the quarterly periods ended  June 30, 1998
               and September 30, 1998; and 

          (c)  The description of the Registrant's Common
               Stock, par value $1.00 per share, contained in
               the Form 10.

          All documents subsequently filed by the Registrant
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's Amended and Restated Articles of
Incorporation provide that directors of the Registrant shall
not be personally liable for any damages for breach of
fiduciary duty as a director except in circumstances
involving a breach of a director's duty of loyalty to the
Registrant, acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of the
law, or transactions in which the director derives an
improper personal benefit and in certain other circumstances
<PAGE>
when liability is imposed under the Illinois Business
Corporation Act.

          The Registrant's Amended and Restated Bylaws
provide that the Registrant shall indemnify its officers,
directors, employees and agents against claims or actions and
related expenses, including attorneys' fees, judgments and
fines arising as a result of serving at the request of the
Registrant in a similar capacity for another organization, if
the individual acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interest of the Registrant, and as to a criminal action, if
the individual had no reasonable cause to believe his conduct
was unlawful.  This indemnification is available both with
respect to actions by third parties and derivative actions
brought on behalf of the Registrant.  

          The Registrant also maintains insurance coverage
for the benefit of its directors and officers.  This
insurance provides coverage for many types of claims,
including some claims for which indemnification is available
as described above.

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 6 hereof.
          
ITEM 9.   UNDERTAKINGS.

          The 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;

     (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;

<PAGE>
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 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

          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 Village of
Pewaukee, State of Wisconsin, on February 25, 1999.

                                CENTRAL ILLINOIS BANCORP, INC.
                                        (Registrant)


                                By: /s/ J. Michael Straka
                                   ------------------------------
                                        J.  Michael Straka   
                                        President and Chief 
                                          Executive Officer



                       POWER OF ATTORNEY

          Each person whose signature appears below appoints
J.  Michael Straka or Steven T.  Klitzing, or either of them,
as such person's true and lawful attorneys-in-fact to execute
in the name of each such person, and to file, any amendments
to this registration statement that either of such
attorneys-in-fact will deem necessary or desirable to enable
the  to comply with the Securities Act of 1933, as amended,
and any rules, regulations, and requirements of the
Securities and Exchange Commission with respect thereto, in
connection with the registration of the shares of Common
Stock which are the subject of this Registration Statement,
which amendments may make such changes in such registration
statement as either of the above-named attorneys-in-fact
deems appropriate, and to comply with the undertakings of the
Registrant made in connection with this registration
statement; and each of the undersigned hereby ratifies all
that either of said attorneys will 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>
<CAPTION>
SIGNATURE                              TITLE                             DATE
---------                              -----                             ----
<S>                                    <C>                               <C>
                                                                         
                                                                         
  /s/ J. Michael Straka                President and Chief Executive     Feb. 25, 1999
----------------------------------     Officer (Principal Executive      
      J. Michael Straka                Officer) and Director             

                                                                         
  /s/ Steven T. Klitzing               Chief Financial Officer           Feb.  25, 1999
----------------------------------     (Principal Financial Officer)     
      Steven T. Klitzing
<PAGE>
SIGNATURE                              TITLE                             DATE
---------                              -----                             ----
                                                                         
                                                                         
  /s/ Jose Araujo                     Director                          Feb.  25, 1999
----------------------------------
      Jose Araujo


                                                                         
  /s/ Norman Baker                     Director                          Feb.  25, 1999
----------------------------------
      Norman Baker                                                       
                                                                         

                                                                         
  /s/ John T. Bean                     Director                          Feb.  25, 1999
----------------------------------
      John T. Bean 
                                                                         

                                                                         
  /s/ W. Scott Blake                   Director                          Feb.  25, 1999
----------------------------------
      W. Scott Blake                                                     
                                                                         

                                                                         
----------------------------------     Director                          Feb.  25, 1999
      Steven C. Hillard                                                  
                                                                         

                                                                         
  /s/ Dean Katsaros                    Director                          Feb.  25, 1999
----------------------------------
      Dean Katsaros                                                      
                                                                         

                                                                         
  /s/ Jerry D. Maahs                   Director                          Feb.  25, 1999
----------------------------------
      Jerry D. Maahs                                                     
                                                                         

                                                                         
  /s/ Donald M. Trilling               Director and Chairman of the      Feb.  25, 1999
----------------------------------     Board of Directors                
      Donald M. Trilling

                                                                         
  /s/ Howard E. Zimmerman              Director                          Feb.  25, 1999
----------------------------------
      Howard E. Zimmerman                                                
                                                                         
</TABLE>
<PAGE>
                         EXHIBIT INDEX

EXHIBIT
NUMBER                   DESCRIPTION*                           
-------                  -----------                            

4.1            Restated Certificate of Incorporation of the
               Registrant (incorporated herein by reference to
               the Registrant's Form 10, as filed with the
               Commission on April 30, 1998, and amended by
               Amendment No.  1 thereto, as filed with the
               Commission on June 25, 1998). 

4.2            By-Laws of the Registrant, as amended
               (incorporated herein by reference to the
               Registrant's Form 10, as filed with the
               Commission on April 30, 1998, and amended by
               Amendment No.  1 thereto, as filed with the
               Commission on June 25, 1998).

4.3            Form of 1998 Non-Qualified Employee Stock Option
               Agreement

4.4            Form of 1998 Non-Qualified Director Stock Option
               Agreement

4.5            Form of 1998 Non-Qualified Subsidiary Director
               Stock Option Agreement

5              Opinion of Schiff Hardin & Waite.

23.1           Consent of Striegel Knobloch & Company LLC

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).


            

     * Unless otherwise indicated, all documents incorporated
by reference to prior filings have been filed under Commission
File No. 000-24149.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17985}]
{"company-data": {"conformed-name": "CENTRAL ILLINOIS BANCORP INC", "cik": "0000861955", "assigned-sic": "6770", "irs-number": "371203599", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72949", "film-number": "99550216"}, "business-address": {"street1": "N27 W24025 PAUL COURT", "city": "PEWAUKEE", "state": "WI", "zip": "53072", "phone": "4146956010"}, "mail-address": {"street1": "N27 W24025 PAUL COURT", "city": "PEWAUKEE", "state": "WI", "zip": "53072"}}
As filed with the Securities and Exchange Commission on February 25,
1999
                                   REGISTRATION NO. 333-            

======================================================================

                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
                        ____________________

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

                   CENTRAL ILLINOIS BANCORP, INC.
       (Exact name of registrant as specified in its charter)

           ILLINOIS                              37-1203599
(State or other jurisdiction                  (I.R.S. employer 
    of incorporation or                     identification no.)

                       N27 W24025 Paul Court
                    Pewaukee, Wisconsin   53072
    (Address of principal executive offices, including zip code)

           1998 NON-QUALIFIED EMPLOYEE STOCK OPTION PLAN
           1998 NON-QUALIFIED DIRECTOR STOCK OPTION PLAN
         1998 NON-QUALIFIED DIRECTOR STOCK OPTION PLAN FOR 
        CENTRAL ILLINOIS BANCORP, INC. SUBSIDIARY DIRECTORS
                     (Full title of the plans)

                         DONALD J.  STRAKA
               SENIOR VICE PRESIDENT, SECRETARY AND 
                          GENERAL COUNSEL
                   CENTRAL ILLINOIS BANCORP, INC.
                       N27 W24025 PAUL COURT
                     PEWAUKEE, WISCONSIN 53072
              (Name and address of agent for service)

                           (414) 695-6010
   (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                          
                            AMOUNT        MAXIMUM        PROPOSED MAXIMUM              
 TITLE OF SECURITIES TO     TO BE      OFFERING PRICE   AGGREGATE OFFERING        AMOUNT OF 
      BE REGISTERED       REGISTERED    PER SHARE (1)        PRICE (1)         REGISTRATION FEE
 ----------------------   ----------   --------------   ------------------     ----------------

Common Stock, par value                                                     
$1.00 per share              3,520           (1)           $6,734,836.81          $1,872.28
(1)  Estimated pursuant to Rule 457(h) on the basis of the
     price per share at which options to acquire 3,193 shares
     of Common Stock may be exercised and at  the book value
     per share, as of January 31, 1999, for 327 shares of
     Common Stock for which the option exercise price has not
     yet been fixed. 

                            PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

          (a)  The Registrant's Registration Statement on
               Form 10, filed with the Securities and
               Exchange Commission (the "Commission") on
               April 30, 1998, as amended by Amendment No.  1
               thereto, filed with the Commission on June 25,
               1998 ( as amended, the "Form 10");

          (b)  The Registrant's Quarterly Report on Form 10-Q
               for the quarterly periods ended  June 30, 1998
               and September 30, 1998; and 

          (c)  The description of the Registrant's Common
               Stock, par value $1.00 per share, contained in
               the Form 10.

          All documents subsequently filed by the Registrant
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's Amended and Restated Articles of
Incorporation provide that directors of the Registrant shall
not be personally liable for any damages for breach of
fiduciary duty as a director except in circumstances
involving a breach of a director's duty of loyalty to the
Registrant, acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of the
law, or transactions in which the director derives an
improper personal benefit and in certain other circumstances
when liability is imposed under the Illinois Business
Corporation Act.

          The Registrant's Amended and Restated Bylaws
provide that the Registrant shall indemnify its officers,
directors, employees and agents against claims or actions and
related expenses, including attorneys' fees, judgments and
fines arising as a result of serving at the request of the
Registrant in a similar capacity for another organization, if
the individual acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interest of the Registrant, and as to a criminal action, if
the individual had no reasonable cause to believe his conduct
was unlawful.  This indemnification is available both with
respect to actions by third parties and derivative actions
brought on behalf of the Registrant.  

          The Registrant also maintains insurance coverage
for the benefit of its directors and officers.  This
insurance provides coverage for many types of claims,
including some claims for which indemnification is available
as described above.

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 6 hereof.
          
ITEM 9.   UNDERTAKINGS.

          The 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;

     (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 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 Village of
Pewaukee, State of Wisconsin, on February 25, 1999.

                                CENTRAL ILLINOIS BANCORP, INC.
                                        (Registrant)

                                By: /s/ J. Michael Straka
                                   ------------------------------
                                        J.  Michael Straka   
                                        President and Chief 
                                          Executive Officer

                       POWER OF ATTORNEY

          Each person whose signature appears below appoints
J.  Michael Straka or Steven T.  Klitzing, or either of them,
as such person's true and lawful attorneys-in-fact to execute
in the name of each such person, and to file, any amendments
to this registration statement that either of such
attorneys-in-fact will deem necessary or desirable to enable
the  to comply with the Securities Act of 1933, as amended,
and any rules, regulations, and requirements of the
Securities and Exchange Commission with respect thereto, in
connection with the registration of the shares of Common
Stock which are the subject of this Registration Statement,
which amendments may make such changes in such registration
statement as either of the above-named attorneys-in-fact
deems appropriate, and to comply with the undertakings of the
Registrant made in connection with this registration
statement; and each of the undersigned hereby ratifies all
that either of said attorneys will 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/ J. Michael Straka                President and Chief Executive     Feb. 25, 1999
----------------------------------     Officer (Principal Executive      
      J. Michael Straka                Officer) and Director             

                                                                         
  /s/ Steven T. Klitzing               Chief Financial Officer           Feb.  25, 1999
----------------------------------     (Principal Financial Officer)     
      Steven T. Klitzing
SIGNATURE                              TITLE                             DATE
---------                              -----                             ----
                                                                         
                                                                         
  /s/ Jose Araujo                     Director                          Feb.  25, 1999
----------------------------------
      Jose Araujo

                                                                         
  /s/ Norman Baker                     Director                          Feb.  25, 1999
----------------------------------
      Norman Baker                                                       
                                                                         

                                                                         
  /s/ John T. Bean                     Director                          Feb.  25, 1999
----------------------------------
      John T. Bean 
                                                                         

                                                                         
  /s/ W. Scott Blake                   Director                          Feb.  25, 1999
----------------------------------
      W. Scott Blake                                                     
                                                                         

                                                                         
----------------------------------     Director                          Feb.  25, 1999
      Steven C. Hillard                                                  
                                                                         

                                                                         
  /s/ Dean Katsaros                    Director                          Feb.  25, 1999
----------------------------------
      Dean Katsaros                                                      
                                                                         

                                                                         
  /s/ Jerry D. Maahs                   Director                          Feb.  25, 1999
----------------------------------
      Jerry D. Maahs                                                     
                                                                         

                                                                         
  /s/ Donald M. Trilling               Director and Chairman of the      Feb.  25, 1999
----------------------------------     Board of Directors                
      Donald M. Trilling

                                                                         
  /s/ Howard E. Zimmerman              Director                          Feb.  25, 1999
----------------------------------
      Howard E. Zimmerman
EXHIBIT INDEX

EXHIBIT
NUMBER                   DESCRIPTION*                           
-------                  -----------                            

4.1            Restated Certificate of Incorporation of the
               Registrant (incorporated herein by reference to
               the Registrant's Form 10, as filed with the
               Commission on April 30, 1998, and amended by
               Amendment No.  1 thereto, as filed with the
               Commission on June 25, 1998). 

4.2            By-Laws of the Registrant, as amended
               (incorporated herein by reference to the
               Registrant's Form 10, as filed with the
               Commission on April 30, 1998, and amended by
               Amendment No.  1 thereto, as filed with the
               Commission on June 25, 1998).

4.3            Form of 1998 Non-Qualified Employee Stock Option
               Agreement

4.4            Form of 1998 Non-Qualified Director Stock Option
               Agreement

4.5            Form of 1998 Non-Qualified Subsidiary Director
               Stock Option Agreement

5              Opinion of Schiff Hardin & Waite.

23.1           Consent of Striegel Knobloch & Company LLC

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).

            

     * Unless otherwise indicated, all documents incorporated
by reference to prior filings have been filed under Commission
File No. 000-24149.