Registration No. 33-       
                                                                           

                       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               (I.R.S. Employer
         of incorporation or organization)         Identification No.)
                        
                501 Seventh Street
                Rockford, Illinois                       61104
     (Address of principal executive offices)          (Zip Code)


             Investors Management Group, LTD. 1995 Stock Option Plan
                            (Full title of the plan)

             John R. Hecht,                             Copy to:
        Executive Vice President
         AMCORE Financial, Inc.                    Timothy J. Sheehan
           501 Seventh Street                       Foley & Lardner
       Rockford, Illinois  61104               777 East Wisconsin Avenue
             (815) 968-2241                    Milwaukee, Wisconsin 53202
   (Name, address and telephone number,
    including area code, of agent for 
    service)
                           __________________________

                         CALCULATION OF REGISTRATION FEE

                                  Proposed
      Title of                    Maximum     Proposed Maximum
     Securities      Amount       Offering        Aggregate       Amount of
        to be        to be         Price          Offering      Registration
     Registered    Registered    Per Share          Price            Fee

       Common
       Stock,
       $.22 par     149,614
       value(1)     shares      $16.08(2)    $2,405,793.12(2)   $709.71(3)


   (1)      Including Common Stock Purchase Rights which are attached to and
            trade with the Common Stock (the "Rights").
   (2)      Estimated solely for the purpose of calculating the registration
            fee pursuant to Rules 457(c) and (h) under the Securities Act of
            1933, as amended (the "Securities Act") based on an exercise
            price of $16.08 per share of the Registrant's Common Stock, par
            value $.22 per share.
   (3)      The registration fee has been calculated pursuant to Section 6(b)
            of the Securities Act as follows:  .000295 times the Proposed
            Maximum Aggregate Offering Price.

                        _________________________________

   <PAGE>

      The Exhibit Index is on page S-3 of the sequentially numbered pages.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The document or documents containing the information specified
   in Part I are not required to be filed with the Securities and Exchange
   Commission (the "Commission") as part of this Form S-8 Registration
   Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

             The following documents have been previously filed by AMCORE
   Financial, Inc. (the "Company") with the Commission and are incorporated
   herein by reference:

             1.   The Company's Annual Report on Form 10-K for the year ended
   December 31, 1996;

             2.   The Company's Quarterly Reports on Form 10-Q dated
   November 14, 1997, August 14, 1997 and May 15, 1997;

             3.   The Company's Current Reports on Form 8-K dated
   December 18, 1997, October 1, 1997, August 22, 1997, July 31, 1997,
   July 14, 1997, April 30, 1997 and February 6, 1997; and

             4.   The description of the Company's Common Stock (including
   the share purchase rights) contained in the Company's registration
   statements filed pursuant to Section 12 of the Securities Exchange Act of
   1934 (the "Exchange Act") and any amendment or report filed for the
   purpose of updating such description.

             5.   All reports and other documents filed by the Company
   pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
   subsequent to the date hereof will be deemed to be incorporated by
   reference into this Form S-8 and to be a part hereof from the date of
   filing of such reports and other documents.

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

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             Not applicable.

   Item 6.   Indemnification and Personal Liability 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 and Iowa 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 permits 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.

             The Company has entered into indemnification contracts (the
   "Indemnification Agreements") with its directors and officers.  The
   Indemnification Agreements provide for indemnification of directors and
   officers to the fullest extent permitted by law.  These agreements cover
   all expenses, judgments, fines and penalties incurred and amounts paid in
   settlement in connection with investigating, defending, being a witness or
   participating in or preparing to defend, be a witness in or participate in
   any threatened, pending or completed action, suit or proceeding or any
   inquiry or investigation, whether civil, criminal, administrative or
   otherwise, related to the fact that such director or officer was a
   director or officer, employee, agent or fiduciary of the Company or was
   serving as such at the request of the Company.  The Indemnification
   Agreements imposed upon the Company the burden of proving that the
   director or officer is not entitled to indemnification.

   Item 7.   Exemption from Registration Claimed.

             Not Applicable.

   Item 8.   Exhibits.

             The following exhibits have been filed (except where otherwise
   indicated) as part of this Registration Statement:

    Exhibit No.                       Exhibit

       (4.1)      Investors Management Group, Ltd. 1995 Stock Option Plan,
                  as amended.

       (4.2)      Rights Agreement dated February 21, 1996, between AMCORE
                  Financial, Inc. and Firstar Trust Company (incorporated by
                  reference to the Company's Form 8-K as filed with the
                  Commission on February 28, 1996).

       (4.3)      Form of Investors Management Group, LTD. 1995 Stock Option
                  Plan Employee Incentive Stock Option Agreement dated
                  August 1, 1995 between Investors Management Group, LTD.
                  and Kathy Beyer and Jeffrey D. Lorenzen.

       (4.4)      Form of Investors Management Group, LTD. 1995 Stock Option
                  Plan Employee Incentive Stock Option Agreement dated
                  August 1, 1996 between Investors Management Group, LTD.
                  and William J. Reichardt, Jr., James Richards, Paul Kruse
                  and Amy Mitchell.

       (4.5)      Form of Amendment to Employee Incentive Stock Option
                  Agreement between Investors Management Group, LTD. and
                  Kathy Beyer, Jeffrey D. Lorenzen, William J. Reichardt,
                  Jr., James Richards, Paul Kruse and Amy Mitchell.  These
                  agreements will be executed on or about February 17, 1998.

       (5.1)      Opinion of Foley & Lardner regarding the legality of the
                  securities being registered.

       (23.1)     Consent of Foley & Lardner (contained in Exhibit 5.1
                  hereto).

       (23.2)     Consent of McGladrey & Pullen, LLP.

        (24)      Power of Attorney relating to subsequent amendments
                  (included on the signature page to this Registration
                  Statement)

   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 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.

             (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 herein, 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.

             (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 this Registration Statement shall be deemed
   to be a new registration statement relating to the securities offered
   herein, 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

             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 Rockford, and
   State of Illinois, on this 6th day of February, 1998.

                                      AMCORE FINANCIAL, INC.



                                      By:  /s/ John R. Hecht
                                           John R. Hecht, Executive Vice
                                           President and Chief Financial
                                           Officer


   POWER OF ATTORNEY

             KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
   officers and directors of AMCORE Financial, Inc. hereby constitutes and
   appoints Robert J. Meuleman and John R. Hecht, or either of them (with
   full power to each of them to act alone), his true and lawful
   attorney-in-fact and agent, with full power of substitution, for him and
   on his behalf and in his name, place and stead, in any and all capacities,
   to sign, execute and file this Registration Statement under the Securities
   Act of 1933, as amended, and any or all amendments (including, without
   limitation, post-effective amendments and any amendment or amendments or
   additional registration statements filed pursuant to Rule 462 of the
   Securities Act increasing the amount of securities for which registration
   is being sought), with all exhibits and any and all documents required to
   be filed with respect thereto, with the Securities and Exchange Commission
   or any regulatory authority, granting unto 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 in and about
   the premises in order to effectuate the same, as fully to all intents and
   purposes as he himself might or could do if personally present, hereby
   ratifying and confirming that all such attorneys-in-fact and agents, or
   any of them, or their substitute or substitutes, may lawfully do or cause
   to be done.

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities indicated.


         Signature                    Title                      Date


  /s/ Robert J. Meuleman  Director, President and Chief   February 6, 1998
    Robert J. Meuleman    Executive Officer (principal
                          executive officer)

 /s/ John R. Hecht        Executive Vice President and    February 6, 1998
    John R. Hecht         Chief Financial Officer
                          (principal financial officer
                          and principal accounting
                          officer)


 /s/ Milton R. Brown      Director                        February 6, 1998
    Milton R. Brown


 /s/ Lawrence E. Gloyd    Director                        February 6, 1998
    Lawrence E. Gloyd

 /s/ William R. McManaman Director                        February 6, 1998
    William R. McManaman


 /s/ Richard C. Dell      Director                        February 6, 1998
    Richard C. Dell

 /s/ Robert A. Doyle      Director                        February 6, 1998
    Robert A. Doyle


 /s/ David Carlson        Director                        February 6, 1998
    David Carlson


 /s/ Thomas Clinton, Sr.  Director                        February 6, 1998
    Thomas Clinton, Sr.


 /s/ Carl J. Bargene      Director                        February 6, 1998
    Carl J. Dargene


 /s/ Roger Greene         Director                        February 6, 1998
    Roger Greene


 /s/ Dr. Robert A. Henry  Director                        February 6, 1998
    Dr. Robert A. Henry


 /s/ Roger Reno           Director                        February 6, 1998
    Roger Reno


 /s/ Ted Ross             Director                        February 6, 1998
    Ted Ross


 /s/ Roger J. Smuland     Director                        February 6, 1998
    Roger J. Smuland


 /s/ Jack D. Ward         Director                        February 6, 1998
    Jack D. Ward


 /s/ Gary L. Watson       Director                        February 6, 1998
    Gary L. Watson


 /s/ Frederick Hay        Director                        February 6, 1998
    Frederick Hay


 /s/ John Halbrook        Director                        February 6, 1998
    John Halbrook


   <PAGE>

                                  EXHIBIT INDEX

                        INVESTORS MANAGEMENT GROUP, LTD.
                             1995 STOCK OPTION PLAN

    Exhibit No.                       Exhibit

       (4.1)      Investors Management Group, Ltd. 1995 Stock Option Plan,
                  as amended.

       (4.2)      Rights Agreement dated February 21, 1996, between AMCORE
                  Financial, Inc. and Firstar Trust Company (incorporated by
                  reference to the Company's Form 8-K as filed with the
                  Commission on February 28, 1996).

       (4.3)      Form of Investors Management Group, LTD. 1995 Stock Option
                  Plan Employee Incentive Stock Option Agreement dated
                  August 1, 1995 between Investors Management Group, LTD.
                  and Kathy Beyer and Jeffrey D. Lorenzen.

       (4.4)      Form of Investors Management Group, LTD. 1995 Stock Option
                  Plan Employee Incentive Stock Option Agreement dated
                  August 1, 1996 between Investors Management Group, LTD.
                  and William J. Reichardt, Jr., James Richards, Paul Kruse
                  and Amy Mitchell.

       (4.5)      Form of Amendment to Employee Incentive Stock Option
                  Agreement between Investors Management Group, LTD. and
                  Kathy Beyer, Jeffrey D. Lorenzen, William J. Reichardt,
                  Jr., James Richards, Paul Kruse and Amy Mitchell.  These
                  agreements will be executed on or about February 17, 1998.

       (5.1)      Opinion of Foley & Lardner regarding the legality of the
                  securities being registered.

       (23.1)     Consent of Foley & Lardner (contained in Exhibit 5.1
                  hereof).

       (23.2)     Consent of McGladrey & Pullen, LLP.

        (24)      Power of Attorney relating to subsequent amendments
                  (included on the signature page to this Registration
                  Statement)
[{"type": "S-8", "sequence": "1", "description": "AMCORE FINANCIAL, INC.", "secsgml_size_bytes": 21260}]
{"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": "333-45819", "film-number": "98524639"}, "business-address": {"street1": "501 SEVENTH ST", "street2": "P O BOX 1537", "city": "ROCKFORD", "state": "IL", "zip": "61104", "phone": "8159682241"}, "mail-address": {"street1": "PO BOX 1537", "street2": "PO BOX 1537", "city": "ROCKFORD", "state": "IL", "zip": "611100037"}, "former-company": {"former-conformed-name": "AMERICORP FINANCIAL INC", "date-changed": "19851222"}}
Registration No. 33-       
                                                                           

                       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               (I.R.S. Employer
         of incorporation or organization)         Identification No.)
                        
                501 Seventh Street
                Rockford, Illinois                       61104
     (Address of principal executive offices)          (Zip Code)

             Investors Management Group, LTD. 1995 Stock Option Plan
                            (Full title of the plan)

             John R. Hecht,                             Copy to:
        Executive Vice President
         AMCORE Financial, Inc.                    Timothy J. Sheehan
           501 Seventh Street                       Foley & Lardner
       Rockford, Illinois  61104               777 East Wisconsin Avenue
             (815) 968-2241                    Milwaukee, Wisconsin 53202
   (Name, address and telephone number,
    including area code, of agent for 
    service)
                           __________________________

                         CALCULATION OF REGISTRATION FEE

                                  Proposed
      Title of                    Maximum     Proposed Maximum
     Securities      Amount       Offering        Aggregate       Amount of
        to be        to be         Price          Offering      Registration
     Registered    Registered    Per Share          Price            Fee

       Common
       Stock,
       $.22 par     149,614
       value(1)     shares      $16.08(2)    $2,405,793.12(2)   $709.71(3)

   (1)      Including Common Stock Purchase Rights which are attached to and
            trade with the Common Stock (the "Rights").
   (2)      Estimated solely for the purpose of calculating the registration
            fee pursuant to Rules 457(c) and (h) under the Securities Act of
            1933, as amended (the "Securities Act") based on an exercise
            price of $16.08 per share of the Registrant's Common Stock, par
            value $.22 per share.
   (3)      The registration fee has been calculated pursuant to Section 6(b)
            of the Securities Act as follows:  .000295 times the Proposed
            Maximum Aggregate Offering Price.

                        _________________________________
The Exhibit Index is on page S-3 of the sequentially numbered pages.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The document or documents containing the information specified
   in Part I are not required to be filed with the Securities and Exchange
   Commission (the "Commission") as part of this Form S-8 Registration
   Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

             The following documents have been previously filed by AMCORE
   Financial, Inc. (the "Company") with the Commission and are incorporated
   herein by reference:

             1.   The Company's Annual Report on Form 10-K for the year ended
   December 31, 1996;

             2.   The Company's Quarterly Reports on Form 10-Q dated
   November 14, 1997, August 14, 1997 and May 15, 1997;

             3.   The Company's Current Reports on Form 8-K dated
   December 18, 1997, October 1, 1997, August 22, 1997, July 31, 1997,
   July 14, 1997, April 30, 1997 and February 6, 1997; and

             4.   The description of the Company's Common Stock (including
   the share purchase rights) contained in the Company's registration
   statements filed pursuant to Section 12 of the Securities Exchange Act of
   1934 (the "Exchange Act") and any amendment or report filed for the
   purpose of updating such description.

             5.   All reports and other documents filed by the Company
   pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
   subsequent to the date hereof will be deemed to be incorporated by
   reference into this Form S-8 and to be a part hereof from the date of
   filing of such reports and other documents.

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

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             Not applicable.

   Item 6.   Indemnification and Personal Liability 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 and Iowa 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 permits 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.

             The Company has entered into indemnification contracts (the
   "Indemnification Agreements") with its directors and officers.  The
   Indemnification Agreements provide for indemnification of directors and
   officers to the fullest extent permitted by law.  These agreements cover
   all expenses, judgments, fines and penalties incurred and amounts paid in
   settlement in connection with investigating, defending, being a witness or
   participating in or preparing to defend, be a witness in or participate in
   any threatened, pending or completed action, suit or proceeding or any
   inquiry or investigation, whether civil, criminal, administrative or
   otherwise, related to the fact that such director or officer was a
   director or officer, employee, agent or fiduciary of the Company or was
   serving as such at the request of the Company.  The Indemnification
   Agreements imposed upon the Company the burden of proving that the
   director or officer is not entitled to indemnification.

   Item 7.   Exemption from Registration Claimed.

             Not Applicable.

   Item 8.   Exhibits.

             The following exhibits have been filed (except where otherwise
   indicated) as part of this Registration Statement:

    Exhibit No.                       Exhibit

       (4.1)      Investors Management Group, Ltd. 1995 Stock Option Plan,
                  as amended.

       (4.2)      Rights Agreement dated February 21, 1996, between AMCORE
                  Financial, Inc. and Firstar Trust Company (incorporated by
                  reference to the Company's Form 8-K as filed with the
                  Commission on February 28, 1996).

       (4.3)      Form of Investors Management Group, LTD. 1995 Stock Option
                  Plan Employee Incentive Stock Option Agreement dated
                  August 1, 1995 between Investors Management Group, LTD.
                  and Kathy Beyer and Jeffrey D. Lorenzen.

       (4.4)      Form of Investors Management Group, LTD. 1995 Stock Option
                  Plan Employee Incentive Stock Option Agreement dated
                  August 1, 1996 between Investors Management Group, LTD.
                  and William J. Reichardt, Jr., James Richards, Paul Kruse
                  and Amy Mitchell.

       (4.5)      Form of Amendment to Employee Incentive Stock Option
                  Agreement between Investors Management Group, LTD. and
                  Kathy Beyer, Jeffrey D. Lorenzen, William J. Reichardt,
                  Jr., James Richards, Paul Kruse and Amy Mitchell.  These
                  agreements will be executed on or about February 17, 1998.

       (5.1)      Opinion of Foley & Lardner regarding the legality of the
                  securities being registered.

       (23.1)     Consent of Foley & Lardner (contained in Exhibit 5.1
                  hereto).

       (23.2)     Consent of McGladrey & Pullen, LLP.

        (24)      Power of Attorney relating to subsequent amendments
                  (included on the signature page to this Registration
                  Statement)

   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 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.

             (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 herein, 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.

             (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 this Registration Statement shall be deemed
   to be a new registration statement relating to the securities offered
   herein, 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

             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 Rockford, and
   State of Illinois, on this 6th day of February, 1998.

                                      AMCORE FINANCIAL, INC.

                                      By:  /s/ John R. Hecht
                                           John R. Hecht, Executive Vice
                                           President and Chief Financial
                                           Officer

   POWER OF ATTORNEY

             KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
   officers and directors of AMCORE Financial, Inc. hereby constitutes and
   appoints Robert J. Meuleman and John R. Hecht, or either of them (with
   full power to each of them to act alone), his true and lawful
   attorney-in-fact and agent, with full power of substitution, for him and
   on his behalf and in his name, place and stead, in any and all capacities,
   to sign, execute and file this Registration Statement under the Securities
   Act of 1933, as amended, and any or all amendments (including, without
   limitation, post-effective amendments and any amendment or amendments or
   additional registration statements filed pursuant to Rule 462 of the
   Securities Act increasing the amount of securities for which registration
   is being sought), with all exhibits and any and all documents required to
   be filed with respect thereto, with the Securities and Exchange Commission
   or any regulatory authority, granting unto 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 in and about
   the premises in order to effectuate the same, as fully to all intents and
   purposes as he himself might or could do if personally present, hereby
   ratifying and confirming that all such attorneys-in-fact and agents, or
   any of them, or their substitute or substitutes, may lawfully do or cause
   to be done.

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities indicated.

         Signature                    Title                      Date

  /s/ Robert J. Meuleman  Director, President and Chief   February 6, 1998
    Robert J. Meuleman    Executive Officer (principal
                          executive officer)

 /s/ John R. Hecht        Executive Vice President and    February 6, 1998
    John R. Hecht         Chief Financial Officer
                          (principal financial officer
                          and principal accounting
                          officer)

 /s/ Milton R. Brown      Director                        February 6, 1998
    Milton R. Brown

 /s/ Lawrence E. Gloyd    Director                        February 6, 1998
    Lawrence E. Gloyd

 /s/ William R. McManaman Director                        February 6, 1998
    William R. McManaman

 /s/ Richard C. Dell      Director                        February 6, 1998
    Richard C. Dell

 /s/ Robert A. Doyle      Director                        February 6, 1998
    Robert A. Doyle

 /s/ David Carlson        Director                        February 6, 1998
    David Carlson

 /s/ Thomas Clinton, Sr.  Director                        February 6, 1998
    Thomas Clinton, Sr.

 /s/ Carl J. Bargene      Director                        February 6, 1998
    Carl J. Dargene

 /s/ Roger Greene         Director                        February 6, 1998
    Roger Greene

 /s/ Dr. Robert A. Henry  Director                        February 6, 1998
    Dr. Robert A. Henry

 /s/ Roger Reno           Director                        February 6, 1998
    Roger Reno

 /s/ Ted Ross             Director                        February 6, 1998
    Ted Ross

 /s/ Roger J. Smuland     Director                        February 6, 1998
    Roger J. Smuland

 /s/ Jack D. Ward         Director                        February 6, 1998
    Jack D. Ward

 /s/ Gary L. Watson       Director                        February 6, 1998
    Gary L. Watson

 /s/ Frederick Hay        Director                        February 6, 1998
    Frederick Hay

 /s/ John Halbrook        Director                        February 6, 1998
    John Halbrook
EXHIBIT INDEX

                        INVESTORS MANAGEMENT GROUP, LTD.
                             1995 STOCK OPTION PLAN

    Exhibit No.                       Exhibit

       (4.1)      Investors Management Group, Ltd. 1995 Stock Option Plan,
                  as amended.

       (4.2)      Rights Agreement dated February 21, 1996, between AMCORE
                  Financial, Inc. and Firstar Trust Company (incorporated by
                  reference to the Company's Form 8-K as filed with the
                  Commission on February 28, 1996).

       (4.3)      Form of Investors Management Group, LTD. 1995 Stock Option
                  Plan Employee Incentive Stock Option Agreement dated
                  August 1, 1995 between Investors Management Group, LTD.
                  and Kathy Beyer and Jeffrey D. Lorenzen.

       (4.4)      Form of Investors Management Group, LTD. 1995 Stock Option
                  Plan Employee Incentive Stock Option Agreement dated
                  August 1, 1996 between Investors Management Group, LTD.
                  and William J. Reichardt, Jr., James Richards, Paul Kruse
                  and Amy Mitchell.

       (4.5)      Form of Amendment to Employee Incentive Stock Option
                  Agreement between Investors Management Group, LTD. and
                  Kathy Beyer, Jeffrey D. Lorenzen, William J. Reichardt,
                  Jr., James Richards, Paul Kruse and Amy Mitchell.  These
                  agreements will be executed on or about February 17, 1998.

       (5.1)      Opinion of Foley & Lardner regarding the legality of the
                  securities being registered.

       (23.1)     Consent of Foley & Lardner (contained in Exhibit 5.1
                  hereof).

       (23.2)     Consent of McGladrey & Pullen, LLP.

        (24)      Power of Attorney relating to subsequent amendments
                  (included on the signature page to this Registration
                  Statement)