As filed with the Securities and Exchange Commission on April 30,
   2002.
                                              Registration No. 333-_____
   ---------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549
                           ----------------------

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

                         CIB MARINE BANCSHARES, INC.
           (Exact name of registrant as specified in its charter)

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

                            N27 W24025 PAUL COURT
                          PEWAUKEE, WISCONSIN 53072
        (Address of principal executive offices, including zip code)

                               (262) 695-6010
                       (Registrant's telephone number)

                         CIB MARINE BANCSHARES, INC.
                    1999 STOCK OPTION AND INCENTIVE PLAN
                          (Full title of the plan)

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

                               (262) 695-6010
        (Telephone number, including area code, of agent for service)

                               WITH A COPY TO:
                            CHRISTOPHER J. ZINSKI
                            SCHIFF HARDIN & WAITE
                              6600 SEARS TOWER
                           CHICAGO, ILLINOIS 60606
                               (312) 258-5500
                           -----------------------





<TABLE>
<CAPTION>

                       CALCULATION OF REGISTRATION FEE

                                                                 PROPOSED          PROPOSED
                                                    AMOUNT        MAXIMUM           MAXIMUM
                                                    TO BE        OFFERING          AGGREGATE           AMOUNT OF
                                                 REGISTERED       PRICE            OFFERING          REGISTRATION
        TITLE OF SECURITIES TO BE REGISTERED       (1) (2)     PER SHARE (1)       PRICE (1)           FEE (1)
        ------------------------------------     ----------    -------------       ---------         ------------
       <S>                                       <C>           <C>               <C>                 <C>
       Common Stock, par value $1.00 per share     59,352           (1)          $1,154,479.43         $106.21


     (1)   Estimated pursuant to Rule 457(h) under the Securities Act of 1933 on the basis of the price per share at
           which options to acquire 36,271 shares of Common Stock may be exercised and at the book value per share
           as of March 31, 2002, for 23,081 shares of Common Stock for which the option exercise price has not yet
           been fixed.

     (2)   Pursuant to Rule 416 of the Securities Act, this Registration Statement shall also cover any additional
           shares of Common Stock which become issuable under the Plan being registered pursuant to this Registration
           Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction
           effected without the receipt of consideration which results in an increase in the number of the Registrant's
           outstanding shares of Common Stock.
  </TABLE>
                              EXPLANATORY NOTE

        This Registration Statement on Form S-8 is being filed for the
   purpose of registering 59,352 additional shares of common stock of CIB
   Marine Bancshares, Inc., formerly Central Illinois Bancorp, Inc. (the
   "Corporation"), par value $1.00 per share ("Common Stock") authorized
   for issuance under the Corporation's 1999 Stock Option and Incentive
   Plan (formerly the Central Illinois Bancorp. Inc. 1999 Stock Option
   and Incentive Plan) (the "Plan").  These additional shares have become
   authorized for issuance as a result of the operation of the
   "evergreen" provision contained in the Plan.  Pursuant to the terms of
   the evergreen provision, the total number of shares of Common Stock
   that may be subject to nonqualified stock options under the Plan at
   any date is equal to the greater of 10% of the outstanding shares of
   Common Stock on such date or 1,762,500 shares of Common Stock.  A
   total of 1,762,500 shares of Common Stock may be subject to incentive
   stock options under the Plan.

        The Corporation previously filed two Registration Statements on
   Form S-8 (File Nos. 333-85173 and 333-72949) (together, the "Previous
   Forms S-8") with the Securities and Exchange Commission covering the
   registration of a total of 11,750 shares of Common Stock authorized
   for issuance under the Plan.  As set forth in the Corporation's
   Current Report on Form 8-K dated June 19, 2000, pursuant to Rule
   416(b) under the Securities Act of 1933 (the "Securities Act"), the
   number of shares of Common Stock of the Corporation registered for
   sale under the Securities Act by the Previous Forms S-8, which
   remained unsold as of July 1, 2000, were deemed to be increased to


                                      2







   reflect a one hundred and fifty for one stock split effected in the
   form of a stock dividend to shareholders of record at the close of
   business on July 1, 2000.  Accordingly, the total number of shares of
   Common Stock registered and available under the Plan is 1,821,852, of
   which 1,762,500 shares were registered on the Previous Forms S-8 and
   59,352 shares are being registered hereunder.

                         INCORPORATION BY REFERENCE

        Pursuant to General Instruction E. to Form S-8, the contents of
   the Previous Forms S-8 (File Nos. 333-85173 and 333-72949) previously
   filed by the Corporation with respect to securities offered pursuant
   to the Plan are hereby incorporated by reference herein, and the
   opinions and consents listed in the Exhibit Index are filed herewith.

   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.

































                                      3







                                 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 April 30, 2002.

                                      CIB MARINE BANCSHARES, INC.
                                      (Registrant)

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


                              POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and
   appoints J. Michael Straka and 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 them 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, Chief             March 28, 2002
    ---------------------------    Executive Officer
        J. Michael Straka          (Principal Executive
                                   Officer) and Director




                                                                4







    /s/ Steven T. Klitzing         Chief Financial Officer      March 28, 2002
    ---------------------------    (Principal Financial and
        Steven T. Klitzing         Accounting Officer)


    /s/ Jose Araujo                Director                     March 28, 2002
    ---------------------------
        Jose Araujo


    /s/ Norman E. Baker            Director                     March 28, 2002
    ---------------------------
        Norman E. Baker


    /s/ John T. Bean               Director                     March 28, 2002
    ---------------------------
        John T. Bean


    ---------------------------    Director
        W. Scott Blake


    ---------------------------    Director
        Steven C. Hillard


    /s/ Dean M. Katsaros           Director                     March 28, 2002
    ---------------------------
        Dean M. Katsaros


    /s/ Jerry D. Maahs             Director                     March 28, 2002
    ---------------------------
        Jerry D. Maahs


    /s/ Donald M. Trilling         Director                     March 28, 2002
    ---------------------------
        Donald M. Trilling


    /s/ Howard E. Zimmerman        Director                     March 28, 2002
    ---------------------------
        Howard E. Zimmerman







                                      5







                                EXHIBIT INDEX

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

   5         Opinion of Schiff Hardin & Waite.

   23.1      Consent of KPMG 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).






































                                      6
[{"type": "S-8", "sequence": "1", "filename": "x430_s8.txt", "secsgml_size_bytes": 11484}]
{"company-data": {"conformed-name": "CIB MARINE BANCSHARES INC", "cik": "0000861955", "assigned-sic": "6022", "irs-number": "371203599", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87268", "film-number": "02627598"}, "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"}, "former-company": {"former-conformed-name": "CENTRAL ILLINOIS BANCORP INC", "date-changed": "19980427"}}
As filed with the Securities and Exchange Commission on April 30,
   2002.
                                              Registration No. 333-_____
   ---------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549
                           ----------------------

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

                         CIB MARINE BANCSHARES, INC.
           (Exact name of registrant as specified in its charter)

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

                            N27 W24025 PAUL COURT
                          PEWAUKEE, WISCONSIN 53072
        (Address of principal executive offices, including zip code)

                               (262) 695-6010
                       (Registrant's telephone number)

                         CIB MARINE BANCSHARES, INC.
                    1999 STOCK OPTION AND INCENTIVE PLAN
                          (Full title of the plan)

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

                               (262) 695-6010
        (Telephone number, including area code, of agent for service)

                               WITH A COPY TO:
                            CHRISTOPHER J. ZINSKI
                            SCHIFF HARDIN & WAITE
                              6600 SEARS TOWER
                           CHICAGO, ILLINOIS 60606
                               (312) 258-5500
                           -----------------------
CALCULATION OF REGISTRATION FEE

                                                                 PROPOSED          PROPOSED
                                                    AMOUNT        MAXIMUM           MAXIMUM
                                                    TO BE        OFFERING          AGGREGATE           AMOUNT OF
                                                 REGISTERED       PRICE            OFFERING          REGISTRATION
        TITLE OF SECURITIES TO BE REGISTERED       (1) (2)     PER SHARE (1)       PRICE (1)           FEE (1)
        ------------------------------------     ----------    -------------       ---------         ------------
Common Stock, par value $1.00 per share     59,352           (1)          $1,154,479.43         $106.21

     (1)   Estimated pursuant to Rule 457(h) under the Securities Act of 1933 on the basis of the price per share at
           which options to acquire 36,271 shares of Common Stock may be exercised and at the book value per share
           as of March 31, 2002, for 23,081 shares of Common Stock for which the option exercise price has not yet
           been fixed.

     (2)   Pursuant to Rule 416 of the Securities Act, this Registration Statement shall also cover any additional
           shares of Common Stock which become issuable under the Plan being registered pursuant to this Registration
           Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction
           effected without the receipt of consideration which results in an increase in the number of the Registrant's
           outstanding shares of Common Stock.
EXPLANATORY NOTE

        This Registration Statement on Form S-8 is being filed for the
   purpose of registering 59,352 additional shares of common stock of CIB
   Marine Bancshares, Inc., formerly Central Illinois Bancorp, Inc. (the
   "Corporation"), par value $1.00 per share ("Common Stock") authorized
   for issuance under the Corporation's 1999 Stock Option and Incentive
   Plan (formerly the Central Illinois Bancorp. Inc. 1999 Stock Option
   and Incentive Plan) (the "Plan").  These additional shares have become
   authorized for issuance as a result of the operation of the
   "evergreen" provision contained in the Plan.  Pursuant to the terms of
   the evergreen provision, the total number of shares of Common Stock
   that may be subject to nonqualified stock options under the Plan at
   any date is equal to the greater of 10% of the outstanding shares of
   Common Stock on such date or 1,762,500 shares of Common Stock.  A
   total of 1,762,500 shares of Common Stock may be subject to incentive
   stock options under the Plan.

        The Corporation previously filed two Registration Statements on
   Form S-8 (File Nos. 333-85173 and 333-72949) (together, the "Previous
   Forms S-8") with the Securities and Exchange Commission covering the
   registration of a total of 11,750 shares of Common Stock authorized
   for issuance under the Plan.  As set forth in the Corporation's
   Current Report on Form 8-K dated June 19, 2000, pursuant to Rule
   416(b) under the Securities Act of 1933 (the "Securities Act"), the
   number of shares of Common Stock of the Corporation registered for
   sale under the Securities Act by the Previous Forms S-8, which
   remained unsold as of July 1, 2000, were deemed to be increased to

                                      2

   reflect a one hundred and fifty for one stock split effected in the
   form of a stock dividend to shareholders of record at the close of
   business on July 1, 2000.  Accordingly, the total number of shares of
   Common Stock registered and available under the Plan is 1,821,852, of
   which 1,762,500 shares were registered on the Previous Forms S-8 and
   59,352 shares are being registered hereunder.

                         INCORPORATION BY REFERENCE

        Pursuant to General Instruction E. to Form S-8, the contents of
   the Previous Forms S-8 (File Nos. 333-85173 and 333-72949) previously
   filed by the Corporation with respect to securities offered pursuant
   to the Plan are hereby incorporated by reference herein, and the
   opinions and consents listed in the Exhibit Index are filed herewith.

   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.

                                      3

                                 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 April 30, 2002.

                                      CIB MARINE BANCSHARES, INC.
                                      (Registrant)

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

                              POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and
   appoints J. Michael Straka and 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 them 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, Chief             March 28, 2002
    ---------------------------    Executive Officer
        J. Michael Straka          (Principal Executive
                                   Officer) and Director

                                                                4

    /s/ Steven T. Klitzing         Chief Financial Officer      March 28, 2002
    ---------------------------    (Principal Financial and
        Steven T. Klitzing         Accounting Officer)

    /s/ Jose Araujo                Director                     March 28, 2002
    ---------------------------
        Jose Araujo

    /s/ Norman E. Baker            Director                     March 28, 2002
    ---------------------------
        Norman E. Baker

    /s/ John T. Bean               Director                     March 28, 2002
    ---------------------------
        John T. Bean

    ---------------------------    Director
        W. Scott Blake

    ---------------------------    Director
        Steven C. Hillard

    /s/ Dean M. Katsaros           Director                     March 28, 2002
    ---------------------------
        Dean M. Katsaros

    /s/ Jerry D. Maahs             Director                     March 28, 2002
    ---------------------------
        Jerry D. Maahs

    /s/ Donald M. Trilling         Director                     March 28, 2002
    ---------------------------
        Donald M. Trilling

    /s/ Howard E. Zimmerman        Director                     March 28, 2002
    ---------------------------
        Howard E. Zimmerman

                                      5

                                EXHIBIT INDEX

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

   5         Opinion of Schiff Hardin & Waite.

   23.1      Consent of KPMG 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).

                                      6