AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 22, 1996

                                                REGISTRATION NO. 33-____________

                     SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           PRINCETON NATIONAL BANCORP, INC.
                (Exact name of registrant as specified in its charter)

                DELAWARE                                    36-3210283
     (State or other jurisdiction of                        (I.R.S. employer
     incorporation or organization)                         identification no.)

                                  606 S. MAIN STREET
                               PRINCETON, ILLINOIS 61356
             (Address of principal executive offices, including zip code)

                         CITIZENS FIRST NATIONAL BANK
                         401(K) & PROFIT SHARING PLAN
                               (Full title of the plan)

                                  D.E. VAN ORDSTRAND
                                       PRESIDENT
                           PRINCETON NATIONAL BANCORP, INC.
                                 606 SOUTH MAIN STREET
                              PRINCETON, ILLINOIS  61356
                        (Name and address of agent for service)

                                    (815) 875-4444
             (Telephone number, including area code, of agent for service)

                                    WITH A COPY TO:

                                 LINDA JEFFRIES WIGHT
                                 SCHIFF HARDIN & WAITE
                                   7200 SEARS TOWER
                                CHICAGO, ILLINOIS 60606
                                    (312) 258-5619

                          *---------------------------------*



                            CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                   Proposed               Proposed
                                                Amount              maximum                maximum
  Title of Securities to be Registered           to be          offering price            aggregate              Amount of
                                              registered           per share           offering price        registration fee
                                                  (1)                 (2)                    (2)                    (2)
<S>                                       <C>                <C>                   <C>                    <C>
Common Stock, par value $5.00 per share    15,000              $18.75                  y$281,250                $100
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 Princeton National Bancorp,
     Inc. 401(k) Plan during the three- to five-year period beginning with the
     effective date of this Registration Statement.

(2)  Estimated solely for purposes of calculating the registration fee in
     accordance with Rule 457(c) and (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>
<PAGE>
                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)   The Registrant's Annual Report on Form 10-K for the fiscal year
           ended December 31, 1995;

     (b)   The Registrant's Quarterly Reports on Form 10-Q for the quarterly
           periods ended March 31, 1996 and June 30, 1996; and

     (c)   The description of the Registrant's Common Stock, par value $5.00
           per share, contained in the Registrant's Registration Statement on
           Form S-1, filed with the Securities and Exchange Commission (the
           "Commission"), effective May 8, 1992.

           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.

           Any statement contained herein or in a document incorporated by
reference 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 such statement is modified or superseded by any other subsequently
filed document which is incorporated or is deemed to be incorporated by
reference herein.  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.

<PAGE>

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           Section 145 of the General Corporation Law of the State of Delaware
("Section 145"), Article VII of the Registrant's Amended and Restated
Certificate of Incorporation, and Article VIII of the Registrant's By-Laws, as
restated, provide for the indemnification of the Registrant's directors and
officers in a variety of circumstances, which may include indemnification for
liabilities under the Securities Act of 1933.  The general effect of these
provisions is to provide that the Registrant shall indemnify its directors and
officers against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by them in the
defense or settlement of any threatened, pending or completed action, suit or
proceeding in which such persons are made a party by reason of being or having
been a director of officer of Registrant, but only if it is determined that
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interest of the Registrant and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful.  Such determination may be made by (i) a majority vote of a
quorum consisting of disinterested directors, (ii) an independent legal counsel
in a written opinion (if no such quorum is available or if a quorum of
disinterested directors so directs), or (iii) the stockholders.  The Registrant
may pay expenses incurred by its directors and officers prior to the final
disposition of such action, suit or proceeding, if the director or officer
undertakes to repay such amount unless it is ultimately determined that they
are entitled to be indemnified by the Registrant.

           The Registrant has insurance which, subject to certain policy
limits, deductible amounts and exclusions, insures directors and officers of
the Registrant for liabilities incurred as a result of acts committed in their
capacity as directors and officers or claims made against them by reason of
their status as directors or officers.

           As permitted pursuant to Section 102(b)(7) of the General
Corporation Law of the State of Delaware, the Amended and Restated Certified of
Incorporation of the Registrant eliminates the personal monetary liability of a
director of the Registrant or its stockholders for breach of fiduciary duty as
a director, except for liability that results from (i) any breach of the
director's duty of loyalty to the Registrant or its stockholders; (ii) acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) Section 174 of the General Corporation Law of
the State of Delaware (which Section pertains to a director's liability for
unlawful payments of dividends or unlawful stock purchases or redemptions); or
(iv) any transaction from which the director derived an improper personal
benefit.


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.

<PAGE>

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;

                (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.

<PAGE>

           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 Princeton, State of
Illinois, on August 21, 1996.

                                      PRINCETON NATIONAL BANCORP, INC.
                                            (Registrant)


                                      By:  /S/ D.E. VAN ORDSTRAND
                                         -------------------------------------
                                          D.E. Van Ordstrand
                                          President and Chief Executive Officer

                           POWER OF ATTORNEY

           Each person whose signature appears below appoints D.E. Van
Ordstrand and Tony J. Sorcic or either of them, as such person's true and
lawful attorneys to execute in the name of each such person, and to file, any
amendments to this registration statement that either of such attorneys may
deem necessary or desirable to enable the Registrant 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
amendments may make such changes in such registration statement as either of
the above-named attorneys 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/ D.E. VAN ORDSTRAND           President, Chief Executive     August 21, 1996
D. E. Van Ordstrand              Officer and Director
                                 (Principal Executive Officer)

/S/ TONY J. SORCIC               Executive Vice President       August 21, 1996
Tony J. Sorcic                   and Director
                                 (Principal Financial Officer)

/S/ DENNIS B. GUTHRIE            Treasurer                      August 21, 1996
Dennis B. Guthrie                (Principal Accounting
                                 Officer)

/S/ THOMAS R. LASIER             Chairman of the Board          August 21, 1996
Thomas R. Lasier                 and Director

/S/ DON S. BROWNING              Director                       August 21, 1996
Don S. Browning


/S/ JOHN ERNAT                   Director                       August 21, 1996
John Ernat


/S/ DONALD E. GRUBB              Director                       August 21, 1996
Donald E. Grubb


/S/ DR. HAROLD C. HUTCHINSON, JR.  Director                     August 21, 1996
Dr. Harold C. Hutchinson, Jr.


/S/ THOMAS M. LONGMAN            Director                       August 21, 1996
Thomas M. Longman


___________________________      Director
Erwin I. Pietsch


/S/ STEPHEN W. SAMET             Director                       August 21, 1996
Stephen W. Samet

</TABLE>

     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 Princeton, State of
Illinois, on August 21, 1996.


                                      CITIZENS FIRST NATIONAL BANK
                                      401(k) & Profit Sharing Plan


                                      By:   /S/ TODD D. FANNING
                                            Todd D. Fanning
                                            Controller
<PAGE>
                             EXHIBIT INDEX

EXHIBIT
NUMBER                     DESCRIPTION


5               Opinion of Schiff Hardin & Waite.

23.1            Consent of KPMG Peat Marwick 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": 17225}]
{"company-data": {"conformed-name": "PRINCETON NATIONAL BANCORP INC", "cik": "0000707855", "assigned-sic": "6021", "irs-number": "363210283", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10641", "film-number": "96619268"}, "business-address": {"street1": "606 S MAIN ST", "city": "PRINCETON", "state": "IL", "zip": "61356", "phone": "8158754444"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 22, 1996

                                                REGISTRATION NO. 33-____________

                     SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           PRINCETON NATIONAL BANCORP, INC.
                (Exact name of registrant as specified in its charter)

                DELAWARE                                    36-3210283
     (State or other jurisdiction of                        (I.R.S. employer
     incorporation or organization)                         identification no.)

                                  606 S. MAIN STREET
                               PRINCETON, ILLINOIS 61356
             (Address of principal executive offices, including zip code)

                         CITIZENS FIRST NATIONAL BANK
                         401(K) & PROFIT SHARING PLAN
                               (Full title of the plan)

                                  D.E. VAN ORDSTRAND
                                       PRESIDENT
                           PRINCETON NATIONAL BANCORP, INC.
                                 606 SOUTH MAIN STREET
                              PRINCETON, ILLINOIS  61356
                        (Name and address of agent for service)

                                    (815) 875-4444
             (Telephone number, including area code, of agent for service)

                                    WITH A COPY TO:

                                 LINDA JEFFRIES WIGHT
                                 SCHIFF HARDIN & WAITE
                                   7200 SEARS TOWER
                                CHICAGO, ILLINOIS 60606
                                    (312) 258-5619

                          *---------------------------------*

                            CALCULATION OF REGISTRATION FEE
Proposed               Proposed
                                                Amount              maximum                maximum
  Title of Securities to be Registered           to be          offering price            aggregate              Amount of
                                              registered           per share           offering price        registration fee
                                                  (1)                 (2)                    (2)                    (2)
Common Stock, par value $5.00 per share    15,000              $18.75                  y$281,250                $100
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 Princeton National Bancorp,
     Inc. 401(k) Plan during the three- to five-year period beginning with the
     effective date of this Registration Statement.

(2)  Estimated solely for purposes of calculating the registration fee in
     accordance with Rule 457(c) and (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.
PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)   The Registrant's Annual Report on Form 10-K for the fiscal year
           ended December 31, 1995;

     (b)   The Registrant's Quarterly Reports on Form 10-Q for the quarterly
           periods ended March 31, 1996 and June 30, 1996; and

     (c)   The description of the Registrant's Common Stock, par value $5.00
           per share, contained in the Registrant's Registration Statement on
           Form S-1, filed with the Securities and Exchange Commission (the
           "Commission"), effective May 8, 1992.

           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.

           Any statement contained herein or in a document incorporated by
reference 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 such statement is modified or superseded by any other subsequently
filed document which is incorporated or is deemed to be incorporated by
reference herein.  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 OF DIRECTORS AND OFFICERS.

           Section 145 of the General Corporation Law of the State of Delaware
("Section 145"), Article VII of the Registrant's Amended and Restated
Certificate of Incorporation, and Article VIII of the Registrant's By-Laws, as
restated, provide for the indemnification of the Registrant's directors and
officers in a variety of circumstances, which may include indemnification for
liabilities under the Securities Act of 1933.  The general effect of these
provisions is to provide that the Registrant shall indemnify its directors and
officers against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by them in the
defense or settlement of any threatened, pending or completed action, suit or
proceeding in which such persons are made a party by reason of being or having
been a director of officer of Registrant, but only if it is determined that
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interest of the Registrant and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful.  Such determination may be made by (i) a majority vote of a
quorum consisting of disinterested directors, (ii) an independent legal counsel
in a written opinion (if no such quorum is available or if a quorum of
disinterested directors so directs), or (iii) the stockholders.  The Registrant
may pay expenses incurred by its directors and officers prior to the final
disposition of such action, suit or proceeding, if the director or officer
undertakes to repay such amount unless it is ultimately determined that they
are entitled to be indemnified by the Registrant.

           The Registrant has insurance which, subject to certain policy
limits, deductible amounts and exclusions, insures directors and officers of
the Registrant for liabilities incurred as a result of acts committed in their
capacity as directors and officers or claims made against them by reason of
their status as directors or officers.

           As permitted pursuant to Section 102(b)(7) of the General
Corporation Law of the State of Delaware, the Amended and Restated Certified of
Incorporation of the Registrant eliminates the personal monetary liability of a
director of the Registrant or its stockholders for breach of fiduciary duty as
a director, except for liability that results from (i) any breach of the
director's duty of loyalty to the Registrant or its stockholders; (ii) acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) Section 174 of the General Corporation Law of
the State of Delaware (which Section pertains to a director's liability for
unlawful payments of dividends or unlawful stock purchases or redemptions); or
(iv) any transaction from which the director derived an improper personal
benefit.

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.
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;

                (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 City of Princeton, State of
Illinois, on August 21, 1996.

                                      PRINCETON NATIONAL BANCORP, INC.
                                            (Registrant)

                                      By:  /S/ D.E. VAN ORDSTRAND
                                         -------------------------------------
                                          D.E. Van Ordstrand
                                          President and Chief Executive Officer

                           POWER OF ATTORNEY

           Each person whose signature appears below appoints D.E. Van
Ordstrand and Tony J. Sorcic or either of them, as such person's true and
lawful attorneys to execute in the name of each such person, and to file, any
amendments to this registration statement that either of such attorneys may
deem necessary or desirable to enable the Registrant 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
amendments may make such changes in such registration statement as either of
the above-named attorneys 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/ D.E. VAN ORDSTRAND           President, Chief Executive     August 21, 1996
D. E. Van Ordstrand              Officer and Director
                                 (Principal Executive Officer)

/S/ TONY J. SORCIC               Executive Vice President       August 21, 1996
Tony J. Sorcic                   and Director
                                 (Principal Financial Officer)

/S/ DENNIS B. GUTHRIE            Treasurer                      August 21, 1996
Dennis B. Guthrie                (Principal Accounting
                                 Officer)

/S/ THOMAS R. LASIER             Chairman of the Board          August 21, 1996
Thomas R. Lasier                 and Director

/S/ DON S. BROWNING              Director                       August 21, 1996
Don S. Browning

/S/ JOHN ERNAT                   Director                       August 21, 1996
John Ernat

/S/ DONALD E. GRUBB              Director                       August 21, 1996
Donald E. Grubb

/S/ DR. HAROLD C. HUTCHINSON, JR.  Director                     August 21, 1996
Dr. Harold C. Hutchinson, Jr.

/S/ THOMAS M. LONGMAN            Director                       August 21, 1996
Thomas M. Longman

___________________________      Director
Erwin I. Pietsch

/S/ STEPHEN W. SAMET             Director                       August 21, 1996
Stephen W. Samet
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 Princeton, State of
Illinois, on August 21, 1996.

                                      CITIZENS FIRST NATIONAL BANK
                                      401(k) & Profit Sharing Plan

                                      By:   /S/ TODD D. FANNING
                                            Todd D. Fanning
                                            Controller
EXHIBIT INDEX

EXHIBIT
NUMBER                     DESCRIPTION

5               Opinion of Schiff Hardin & Waite.

23.1            Consent of KPMG Peat Marwick 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).