UNITED STATES

                        SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C. 20549

                                     FORM 10-Q


[ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1998

OR

[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-11132

FIRST BANKING CENTER, INC.
              (Exact name of registrant as specified in its charter)

               Wisconsin                         39-1391327
       (State or other jurisdiction of        (I.R.S. Employer
        incorporation or organization)        Identification No.)




400 Milwaukee Ave., Burlington, WI            53105
(Address of principal executive offices)   (Zip Code)



(414) 763-3581
(Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Yes   [ X ]   No  [   ]

     Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.  Common Stock,
$1.00 par value, 1,487,798 shares outstanding.

ITEM I. FINANCIAL INFORMATION

FIRST BANKING CENTER, INC. AND SUBSIDIARIES
  BURLINGTON, WISCONSIN
CONSOLIDATED BALANCE SHEET
   September 30, 1998
           vs
    December 31, 1997
 (Amounts in Thousands)

ASSETS                                                      9/30/98   12/31/97
Cash and due from banks                                       $9,274   $16,286
Federal funds sold                                                 0         0
  Total Cash and Cash Equivalents                              9,274    16,286

Interest bearing deposits in banks                               163       820
Investment securities - Available for Sale                    56,433    74,601
Loans                                                        254,918   224,108
Less:
  Allowance for loan losses                                   (3,368)   (3,132)
  Total Net Loans                                            251,550   220,976
Property and Equipment                                         9,328     7,650
Other Assets                                                   7,711     7,500
TOTAL ASSETS                                                $334,459  $327,833

LIABILITIES
Deposits
  Non-interest bearing demand                                $39,288   $40,090
  Interest bearing transaction                                21,629    25,628
  Money market and Savings                                    91,802    80,865
  Time                                                       109,220   106,316
Total Deposits                                               261,939   252,899
Fed Funds Purchased and Securities sold
  under agreements to repurchase                              21,333    30,286
U S Treasury note account                                         97       540
Long-term borrowings                                          16,061    11,957
Accrued interest and other liabilities                         3,652     3,231
TOTAL LIABILITIES                                           $303,082  $298,913

STOCKHOLDERS' EQUITY
Common Stock, $1.00 par value 3,000,000
  shares authorized 1,487,798 shares issued                   $1,488    $1,485
Surplus                                                        4,295     4,221
Retained Earnings                                             24,876    22,845
Net unrealized gain on available
  for sale securities                                            718       369
  Subtotal                                                    31,377    28,920
Treasury Stock                                                     0         0

TOTAL STOCKHOLDERS' EQUITY                                   $31,377   $28,920

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $334,459  $327,833


FIRST BANKING CENTER, INC. AND SUBSIDIARIES
  BURLINGTON, WISCONSIN
CONSOLIDATED STATEMENT OF INCOME
as of September 30, 1998 and 1997
 (Amounts in Thousands)

                                          Quarter-to-Date      Year-to-Date

                                        9/30/98   9/30/97   9/30/98   9/30/97
INTEREST INCOME
Interest and fees on loans                $5,636    $4,743   $16,164   $13,652
Interest on deposits in banks                  11       19        33       109
Interest on federal funds sold
  and repurchase agreements                    53       92       117       227
Interest on securities:
  U.S. Government and other                   475      656     1,588     2,067
  Tax Exempt Securities                       265      281       915       825
TOTAL INTEREST INCOME                       6,440    5,791    18,817    16,880

INTEREST EXPENSE
Interest on deposits                        2,581    2,431     7,551     7,088
Int on fed funds purch. and securities
  sold under agreements to repurchase         247      256       837       759
Int on U S Treasury Note Account                1        5        14        16
Int on long-term borrowings                   225      147       652       451
TOTAL INTEREST EXPENSE                      3,054    2,839     9,054     8,314

Net interest Income                         3,386    2,952     9,763     8,566
Provision for loan losses                      83       58       248       223
NET INT. INC. AFTER PROVISION
  FOR LOAN LOSSES                           3,303    2,894     9,515     8,343

OTHER OPERATING INCOME
Trust department income                        89       62       266       254
Service charges on deposits                   308      311       866       836
Invest. security gains/(losses)               (2)        2        (3)        2
Other income                                  231      192       707       472
TOTAL OTHER OPERATING INCOME                  626      567     1,836     1,564

OTHER OPERATING EXPENSE
Employee expense                            1,462    1,272     4,454     3,871
Occupancy expense                             179      150       530       481
Equipment expense                             295      251       845       722
Computer services                             132      114       332       341
Other expense                                 589      553     1,813     1,635
TOTAL OTHER OPERATING EXPENSE               2,657    2,340     7,974     7,050

Income before income taxes                  1,271    1,121     3,377     2,857
Income taxes                                  368      325       944       784

NET INCOME                                  $904      $796    $2,433    $2,073

Earnings per share-Basic                   $0.61     $0.54     $1.64     $1.40
Earnings per share-Diluted                 $0.60     $0.53     $1.62     $1.39
FIRST BANKING CENTER, INC. AND SUBSIDIARIES
  BURLINGTON, WISCONSIN
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
as of September 30, 1998 and 1997
 (Amounts in Thousands)

                                          Quarter-to-Date      Year-to-Date

                                        9/30/98   9/30/97   9/30/98   9/30/97

Net Income                                  $904      $796    $2,433    $2,073

Other comprehensive income:
  Unrealized gains (losses) arising
    during the period                        368       185       349       235
  Less reclassified adjustment for (gains)
    losses included in net income              1        (2)        2
  TOTAL OTHER COMPREHENSIVE INCOME           367       187       347       235


COMPREHENSIVE INCOME                      $1,271      $983    $2,780    $2,308



FIRST BANKING CENTER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
  BURLINGTON, WISCONSIN
Y-T-D ending September 30, 1998 and 1997
Increase (decrease) in Cash and Cash Equivalents
 (Amounts in Thousands)

                                                                1998      1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                    $2,433    $2,073
Adjustments to reconcile net income to net
  cash provided by operating activities:
Depreciation                                                     671       648
Provision for loan losses                                        248       223
Provision for deferred taxes                                       0         0
Amortization and accretion of bond
  premiums and discounts - net                                    46        58
Amortization of excess cost over equity in
  underlying net assets of subsidiary                             78        78
Investment securities (gains) losses                               3        (2)
Sale of loans (gains) losses                                     (10)        0
(Increase) decrease in assets:
  Interest receivable                                           (291)     (601)
  Other assets                                                  (184)      240
Increase (decrease) in liabilities:
  Taxes payable                                                 (158)      227
  Interest payable                                               234       (10)
  Other liabilities                                              344       143
TOTAL ADJUSTMENTS                                                981     1,004
NET CASH PROVIDED FROM OPERATING ACTIVITIES                   $3,414    $3,077



CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in interest-bearing deposits            $657    $3,759
Proceeds from sales of available for sale securities           6,265     4,322
Proceeds from maturities of available for sale securities     76,086    43,925
Purchase of available for sale securities                    (63,699)  (47,993)
Proceeds from maturity of held to maturity securities              0         0
Purchase of held to maturity securities                            0         0
Proceeds from the sale of loans                                  547
Net (increase) decrease in loans                             (31,358)  (20,635)
Proceeds from sale of office equipment                             0        52
Purchase of office buildings and equipment                    (2,348)   (1,691)
NET CASH USED IN INVESTING ACTIVITIES                       ($13,850) ($18,261)

FIRST BANKING CENTER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS  (Continued)
  BURLINGTON, WISCONSIN
Y-T-D ending September 30, 1998 and 1997
Increase (decrease) in Cash and Cash Equivalents
 (Amounts in Thousands)

                                                                1998      1997
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits                           $9,040   $12,053
Dividends paid                                                  (402)     (369)
Net increase (decrease) in Long-term Borrowings                4,104      (150)
Net increase (decrease) in U S Treasury Note Account            (443)       (4)
Net increase (decrease) in fed funds purchased and
  securities sold under repurchase agreements                 (8,952)  (13,570)
Proceeds from stock options exercised                             77        18
NET CASH PROVIDED BY FINANCING ACTIVITIES                     $3,424   ($2,022)



Net increase (decrease) in cash and cash equivalents          (7,012)  (17,206)


Cash and cash equivalents at beginning of year                16,286    29,317

Cash and cash equivalents at end of quarter                   $9,274   $12,111



SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid (received) during the year for:

Interest                                                      $8,833    $8,345

Income taxes (received)                                       $1,101      $558


FIRST BANKING CENTER, INC. AND SUBSIDIARIES
  BURLINGTON, WISCONSIN
CONSOLIDATED STATEMENT OF CHANGES
IN COMPONENTS OF STOCKHOLDERS' EQUITY
As of September 30, 1997 and 1998
 (Amounts in Thousands)



                             COMMON               RETAINED AVAILABLE  TREASURY
                             STOCK      SURPLUS   EARNINGS  FOR SALE  STOCK
                                                           SECURITIES

Balances
 December 31, 1996              $1,476    $4,091   $20,703      ($30)       $0

Net income-YTD 1997                                  2,073

Cash dividend paid
$0.25 per share                                       (369)

Exercise of
Stock options                        1        17                             0

Change in unrealized
loss on available
for sale securities                                              235

Balances
As of September 30, 1997         1,477     4,108    22,407       205         0


Balances
 December 31, 1997              $1,485    $4,221   $22,845      $369        $0

Net income-YTD 1998                                  2,433

Cash dividend paid
$0.27 per share                                       (402)

Exercise of
Stock options                        3        74

Change in unrealized
loss on available
for sale securities                                              349

Balances
 September 30, 1998             $1,488    $4,295   $24,876      $718        $0


                     FIRST BANKING CENTER, INC. AND SUBSIDIARIES
                                BURLINGTON, WISCONSIN
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  As of September 30, 1998


ITEM 2.  Basis of Presentation

In the opinion of Management, the accompanying unaudited consolidated financial
statements reflect all adjustments which are necessary to present a fair
statement of the results for the interim periods.

The accounting policies followed by the registrant are set forth in Note A to
the registrant's financial statements in the 1997 First Banking Center, Inc.
(the "Company") annual report which is incorporated by reference herein (see
exhibit A).


ITEM 3.

                     FIRST BANKING CENTER, INC. AND SUBSIDI
                                BURLINGTON, WISCONSIN
                         MANAGEMENTS DISCUSSION AND ANALYSIS
                   OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  As of September 30, 1998

The following is a discussion of the financial condition and results of
operations of the Company for the year-to-date ended September 30, 1998.

Financial condition

Loans

As of September 30, 1998, loans outstanding were $255 million an increase
of $30.8 million or 13.7% from December 31, 1997.  During this nine month
period, Real Estate loans increased by $22 million or 13.03%.  The increase
in real estate loans is represented by an increase of $7.8 million or 15.2% in
Commercial loans, and $10.7 million or 12.3% in Residential Real Estate Loans.
At September 30, 1998, Construction and Land Development Loans were at $27.9
million or 10.94% of total loans, Resdential Real Estate Loans were at $94.3
million or 37% of total loans, and Commercial loans were at $37.8 million or
14.9% of total loans with Commercial Real Estate loans at $59.3 million or
23.3% of total loans.


Allowance for Loan Losses

The allowance for possible loan losses was $3.4 million or 1.33% of gross
loans on September 30, 1998, compared with $3.1 million or 1.40% of gross
loans on December 31, 1997.  Net charge-offs for the nine month period ended
September 30, 1998, were $12 thousand, or .005% of gross loans, compared to
-$11 thousand or -.005% of gross loans for the same period in 1997.  As of
September 30, 1998, loans on non-accrual status totaled $962 thousand or .38%
of gross loans, compared to $2.3 million or 1.05% of gross loans on September
30, 1997, and $824 thousand or .37% of gross loans on December 31, 1997.
The non-accrual loans consisted primarily of real estate loans.  On September
30, 1998, the ratio of non-accrual loans to the allowance for loan losses
was 28.6% compared to 26.3% on December 31, 1997.

The Banks evaluate the adequacy of the allowance for loan losses based
on an analysis of specific problem loans, as well as on an aggregate basis.
Management reviews a calculation of the allowance for loan losses on a
quarterly basis and feels that the allowance for loan losses is adequate.
The allowance for loan losses is maintained at a level considered adequate to
provide for potential future losses.  The level of the allowance is based on
management's periodic and comprehensive evaluation of the loan portfolio,
including past loan loss experience; current and projected economic trends;
the volume, growth and composition of the loan portfolio; and other relevant
factors.  Reports of examinations furnished by State and Federal banking
authorities are also considered by management in this regard.

During this nine month period ended September 30, 1998, $248 thousand was
charged to current earnings and added to the allowance for loan losses.

Investment securities - Available for Sale

The securities available-for-sale portfolio showed a decrease of $18.2
million from December 31, 1997 to September 30, 1998.

Deposits and Borrowed Funds

As of September 30, 1998, total deposits were $261.9 million, which is an
increase of $9 million or 3.5% from December 31, 1997.  Interest Bearing
Transaction Accounts decreased $4 million or 15.6%.  Demand deposits
decreased .8 million or 2% since December 31, 1997.  Time deposits
increased $2.9 million or 2.7% since December 31, 1997.  Insured Money Market
savings increased $10.9 million due to the bank's new Indexed Money Market
account which attracted new money as well as funds from our Time Deposits.
Securities sold under agreements to repurchase decreased $10.7 million
or 35.4%.

Asset/Liability Management

The principal function of asset/liability management is to
manage the balance sheet mix, maturities, repricing characteristics
and pricing components to provide an adequate and stable net
interest margin with an acceptable level of risk over time and
through interest rate cycles.

Interest-sensitive assets and liabilities are those that are
subject to repricing within a specific relevant time horizon.  The
Company measures interest-sensitive assets and liabilities, and
their relationship with each other at terms of immediate, quarterly
intervals up to 1 year, and over 1 year.

Changes in net interest income, other than volume-related,
arise when interest rates on assets reprice in a time frame or
interest rate environment that is different from the repricing
period for liabilities.  Changes in net interest income also arise
from changes in the mix of interest-earning assets and interest-
bearing liabilities.

The Company's strategy with respect to asset/liability
management is to maximize net interest income while limiting our
exposure to a potential downward movement.  Strategy is implemented
by the Bank's management, which takes action based upon its
analysis of the Bank's present positioning, its desired future
positioning, economic forecasts and its goals.

Liquidity

The liquidity position of the Company is managed to insure
that sufficient funds are available to meet customers' needs for
loans and deposit withdrawals.  Liquidity to meet demand is
provided by maintaining marketable investment securities and money
market assets such as Interest Bearing Deposits in Banks and
Federal Funds Sold.  The bank is a  member of the Federal Home
Loan Bank system which provides the company with an additional source
of liquidity.

Securities Sold Under Agreements to Repurchase (Repos) declined by
$10.7 million.  This decline was funded by a net decrease in the Securities
portfolio. Total Loans increased $30.8 million. This increase was funded by
the decrease of investment securities, an increase in Long-term investments,
and an increase in deposits.

Management is unaware of any recommendations by regulatory
authorities, known trends, events or uncertainties that will have
or that are reasonably likely to have a material effect on the
Company's liquidity.


Results of Operations Overview

For the nine month period ended September 30, 1998 the Company reported
earnings of $2.4 million an increase of $360 thousand or 17.4% over the
same period in 1997.

Net Interest Income

Net interest income for the nine months ended September 30, 1998, was
$9.8 million compared to $8.6 million for the same period in 1997.  The
increase in net interest income is the result of a $1.9 million increase
in interest income and only a $740 thousand increase in interest expense.
The increase in interest income is a result of a 17.6% increase in average
loan balances.  The increase in interest expense is due to increased rates
paid and increased average balances of 5.7%.


Provision for Loan Losses

The Bank has established the allowance for loan losses to reduce
the gross level of loans outstanding by an estimate of uncollectible
loans.  As loans are deemed uncollectible, they are charged against
the allowance.  A provision for loan losses is expensed against current
income on a monthly basis.  This provision acts to replenish the
allowance for loan losses to accommodate charge-offs and growth in the
loan portfolio, thereby maintaining the allowance at an adequate level.

During the first nine months of 1998, provisions charged against
1998 income were $248 thousand which was an 11.2% increase as compared to the
same period in 1997.

Non-interest income and expense

Non-interest income for the first nine months of 1998 increased $271 thousand
or 17.3% from the same period in 1997.  This increase is due to $30 thousand
increased income from service charges on deposit, and $234 thousand increase
of other income due primarily to the bank's expanded network of ATMs.

Non-interest expense for the first nine months of 1998 as compared to the
same period during 1997 increased $926 thousand or 13.1%.  Occupancy
expense increased $49 thousand or 10.2% due to the bank's expansion.
Equipment expense increased $123 thousand or 17%, and employee expense
showed an increase of $583 thousand or 15.1%.

Year 2000 Assessment

First Banking Center utilizes and is dependent upon data processing
systems and software to conduct its business.  The data processing
systems and software include those developed and maintained by the
Company's third-party data processing vendor and purchased software
which is run on personal computer networks. Any hardware and software
that recognize the date "00" as the year 1900 rather than the year 2000
could result in errors or system failures.

Early this year, the Company completed an assessment and work plan to
assure that all hardware and software utilized by the Company will
function properly in the Year 2000. The Company and its primary vendors
have been testing their computer systems to determine their ability to
handle the Year 2000 issue. To date, the Company and its primary
vendors have been able to resolve the Year 2000 problems that have been
identified. The Company is in the process of developing contingency
plans for all mission critical functions. These contingency plans are
scheduled to be in place by yearend 1998.

Additionally, phone systems, alarms, elevators, heating and cooling
systems and other computer-controlled mechanical devices on which the
Company relies are in the process of being evaluated.  Those found not
compliant will be modified or replaced with a compliant product.  Costs
associated with the Year 2000 project include internal staff time as
well as consulting, equipment upgrade and software enhancement
expenses.  At the present time, management has not identified any
situations that it anticipates will require material expenditures to
become fully compliant.  The Year 2000 project costs, which management
continuously reviews, could vary significantly based upon the results
of testing and other factors.

Management is also aware of the potential adverse impact failures by
borrowers to adequately address their Year 2000 problems
could have on the Company.  To raise awareness to the Year 2000 risks,
substantially all key customers have been contacted regarding this
issue.  Account officers continually assess progress made by their key
customers and any additional exposure to the Company will be reflected
by increased provisions to the allowance for loan and lease losses.


ITEM 4. - OTHER INFORMATION

   I.      Legal Proceedings

               none

  II.      Changes in Securities

               none

 III.      Defaults Upon Senior Securities

               none

  IV.      Submission of Matters to a Vote of Security Holders

               none

   V.      Other Information

               none

  VI.      Exhibits and Reports on Form 8-K

               none


EXHIBIT A:

           FIRST BANKING CENTER, INC. AND SUBSIDIARIES
                      BURLINGTON, WISCONSIN
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  December 31, 1997, 1996, 1995

Note A.  Summary of Significant Accounting Policies

1.  Consolidation:
The consolidated financial statements of First Banking Center, Inc. include the
accounts of its wholly owned subsidiaries, First Banking Center - Burlington and
First Banking Center - Albany.  First Banking Center - Burlington includes the
accounts of its wholly owned subsidiary, First Banking Center Burlington
Investment Corporation.  The consolidated financial statements have been
prepared in conformity with generally accepted accounting principles and conform
to general practices within the banking industry.  All significant intercompany
accounts and transactions have been eliminated in the consolidated financial
statements.
2.  Nature of banking activities:
The consolidated income of First Banking Center, Inc. is principally from income
of the two bank subsidiaries.  The subsidiary Banks grant agribusiness,
commercial, residential and consumer loans, accepts deposits and provides trust
services to customers primarily in southeastern and south central Wisconsin.
The subsidiary Banks are subject to competition from other financial
institutions and nonfinancial institutions providing financial products.
Additionally the Company and the subsidiary Banks are subject to the regulations
of certain regulatory agencies and undergo periodic examination by those
regulatory agencies.

3.  Basis of financial statement presentation:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period.  Actual results
could differ from those estimates.

4.  Cash and cash equivalents:
For purposes of reporting cash flows, cash and cash equivalents include cash on
hand, amounts due from banks, federal funds sold and investments with an
original maturity of three months or less.  Generally, federal funds are sold
for one-day periods.

The subsidiary Banks maintain amounts due from banks which, at times, may exceed
federally insured limits.  The subsidiary Banks have not experienced any losses
in such accounts.

5.  Available for sale securities:
Securities classified as available for sale are those debt securities that the
subsidiary Banks intend to hold for an indefinite period of time, but not
necessarily to maturity.  Any decision to sell a security classified as
available for sale would be based on various factors, including significant
movements in interest rates, changes in the maturity mix of the subsidiary
Banks' assets and liabilities, liquidity needs, regulatory capital
consideration, and other similar factors.  Securities classified as available
for sale are carried at fair value.  Unrealized gains or losses are reported as
increases or decreases in comprehensive income, net of the related deferred tax
effect.  Realized gains or losses, determined on the basis of the cost of
specific securities sold, are included in earnings.

6.  Loans:
Loans that management has the intent and ability to hold for the foreseeable
future or until maturity or payoff are reported at the amount of unpaid
principal, reduced by the allowance for loan losses.  Interest on loans is
calculated by using the simple interest method on daily balances of the
principal amount outstanding.  The accrual of interest income on impaired loans
is discontinued when, in the opinion of management,  there is reasonable doubt
as to the borrower's ability to meet payment of interest or principal when they
become due.  When interest accrual is discontinued, all unpaid accrued interest
is reversed.  Cash collections on impaired loans are credited to the loan
receivable balance, and no interest income is recognized on those loans until
the principal balance is current.  Accrual of interest is generally resumed when
the customer is current on all principal and interest payments and has been
paying on a timely basis for a period of time.

7.  Allowance for loan loses:
The allowance for loan losses is established through a provision for loan losses
charged to expense. Loans are charged against the allowance for loan losses when
management believes that the collectibility of the principal is unlikely.  The
allowance is an amount that management believes will be adequate to absorb
possible losses on existing loans that may become uncollectible, based on
evaluation of the collectibility of loans and prior loan loss experience.  The
evaluations take into consideration such factors as changes in the nature and
volume of the loan portfolio, overall portfolio quality, review of specific
problem loans, and current economic conditions that may affect the borrower's
ability to pay.  While management uses the best information available to make
its evaluation, future adjustments to the allowance may be necessary if there
are significant changes in economic conditions.  Impaired loans are measured
based on the present value of expected future cash flows discounted at the
loan's effective interest rate or, as a practical expedient, at the loan's
observable market price or the fair value of the collateral if the loan is
collateral dependent. A loan is impaired when it is probable the creditor will
be unable to collect all contractual principal and interest payments due in
accordance with the terms of the loan agreement.

In addition, various regulatory agencies periodically review the allowance for
loan losses.  These agencies may require the banks to make additions to the
allowance for loan losses based on their judgments of collectibility based on
information available to them at the time of their examination.

8.  Office buildings and equipment:
Depreciable assets are stated at cost less accumulated depreciation.  Provisions
for depreciation are computed on straight-line and accelerated methods over the
estimated useful lives of the assets, which range from 15 to 50 years for
buildings and 3 to 15 years for equipment.

9.  Profit-sharing plan:
The Company has established a trusteed contributory 401(k) profit-sharing plan
for qualified employees.  The Company's policy is to fund contributions as
accrued.

10.  Other real estate owned:
Other real estate owned, acquired through partial or total satisfaction of loans
is carried at the lower of cost or fair value less cost to sell.  At the date of
acquisition losses are charged to the allowance for loan losses.  Revenue and
expenses from operations and changes in the valuation allowance are included in
loss on foreclosed real estate.
11.  Income taxes:
The Company files a consolidated federal income tax return and individual
subsidiary state income tax returns.  Accordingly, amounts equal to tax benefits
of those companies having taxable federal losses or credits are reimbursed by
the other companies that incur federal tax liabilities.

Amounts provided for income tax expense are based on income reported for
financial statement purposes and do not necessarily represent amounts currently
payable under tax laws.  Deferred income tax assets and liabilities are computed
annually for differences between the financial statement and tax bases of assets
and liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income.  As changes in tax laws or
rates are enacted, deferred tax assets and liabilities are adjusted through the
provision for income taxes.  The differences relate principally to the reserve
for loan losses, nonaccrual loan income, deferred compensation and pension,
fixed assets and unrealized gains and losses on available for sale securities.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized.

12.  Off-balance-sheet financial instruments:
In the ordinary course of business the subsidiary Banks have entered into off-
balance-sheet financial instruments consisting of commitments to extend credit,
commitments under credit card arrangements, commercial letters of credit and
standby letters of credit. Such financial instruments are recorded in the
financial statements when they are funded or related fees are incurred or
received.

13.  Trust assets and fees:
Property held for customers in fiduciary or agency capacities is not included in
the accompanying balance sheet, since such items are not assets of the Company.
In accordance with established industry practice, income from trust fees is
reported on the cash basis.  Reporting of trust fees on an accrual basis would
have no material effect on reported income.

14.  Earnings per share:
Earnings per share are computed based upon the weighted average number of common
shares outstanding during each year.  In the computation of diluted earnings per
share, all dilutive stock options are assumed to be exercised at the beginning
of each year and the proceeds are used to purchase shares of the Company's
common stock at the average market price during the year.

15.  Fair value of financial instruments:
Financial Accounting Standards Board Statement No. 107, "Disclosures About Fair
Value of Financial Instruments", requires disclosure of fair value information
about financial instruments, whether or not recognized in the balance sheet, for
which it is practicable to estimate that value.  In cases where quoted market
prices are not available, fair values are based on estimates using present value
or other valuation techniques.  Those techniques are significantly affected by
the assumptions used, including the discount rate and estimates of future cash
flows.  In that regard, the derived fair value estimates cannot be substantiated
by comparison to independent markets and, in many cases, could not be realized
in immediate settlement of the instrument.  Statement No. 107 excludes certain
financial instruments from its disclosure requirements.  Accordingly, the
aggregate fair value amounts presented do not represent the underlying value of
the Company.

15.  Fair value of financial instruments: (continued)

The following methods and assumptions were used by the Company in estimating the
fair value of its financial instruments:

      Carrying amounts approximate fair values for the following instruments:

         Cash and cash equivalents
          Federal funds sold
          Interest-bearing deposits in banks
          Short-term borrowing
          Accrued interest receivable
          Accrued interest payable
          Variable rate loans that reprice frequently where no
                    significant change in credit risk has occurred
          Demand deposits
          Variable rate money market accounts
          Variable rate certificate of deposit
          Available for sale securities

      Discounted cash flows:

      Using interest rates currently being offered on instruments with
      similar terms and with similar credit quality:

          All loans except variable rate loans described above
          Fixed rate certificates of deposit
          Notes payable and other borrowing

      Quoted fees currently being charged for similar instruments:

      Taking into account the remaining terms of the agreements and the
      counterparties' credit standing:

  Off-balance-sheet instruments:
  Guarantees
  Letters of credit
  Lending commitments

Since the majority of the Company's off-balance-sheet instruments consists of
nonfee-producing, variable rate commitments, the Company had determined it does
not have a distinguishable fair value.

                     FIRST BANKING CENTER, INC. AND SUBSIDIARIES
                                BURLINGTON, WISCONSIN

                                       SIGNATURES




     Pursuant to the requirement of the Securities Exchange Act of
1943, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.














                         First Banking Center, Inc.





November 13, 1998
Date                     Brantly Chappell
                         President & Chief Executive Officer






November 13, 1998
Date                     James Schuster
                         Chief Financial Officer
[{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 37745}]
{"company-data": {"conformed-name": "FIRST BANKING CENTER INC", "cik": "0000356858", "assigned-sic": "6022", "irs-number": "391391327", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-11132", "film-number": "98748900"}, "business-address": {"street1": "400 MILWAUKEE AVE", "street2": "P O BOX 660", "city": "BURLINGTON", "state": "WI", "zip": "53105", "phone": "4147633581"}, "mail-address": {"street1": "567 BROAD ST", "street2": "PO BOX 970", "city": "LAKE GENEVA", "state": "WI", "zip": "53147"}, "former-company": {"former-conformed-name": "FIRST COMMUNITY BANK GROUP INC", "date-changed": "19850312"}}
UNITED STATES

                        SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C. 20549

                                     FORM 10-Q

[ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1998

OR

[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-11132

FIRST BANKING CENTER, INC.
              (Exact name of registrant as specified in its charter)

               Wisconsin                         39-1391327
       (State or other jurisdiction of        (I.R.S. Employer
        incorporation or organization)        Identification No.)

400 Milwaukee Ave., Burlington, WI            53105
(Address of principal executive offices)   (Zip Code)

(414) 763-3581
(Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Yes   [ X ]   No  [   ]

     Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.  Common Stock,
$1.00 par value, 1,487,798 shares outstanding.

ITEM I. FINANCIAL INFORMATION

FIRST BANKING CENTER, INC. AND SUBSIDIARIES
  BURLINGTON, WISCONSIN
CONSOLIDATED BALANCE SHEET
   September 30, 1998
           vs
    December 31, 1997
 (Amounts in Thousands)

ASSETS                                                      9/30/98   12/31/97
Cash and due from banks                                       $9,274   $16,286
Federal funds sold                                                 0         0
  Total Cash and Cash Equivalents                              9,274    16,286

Interest bearing deposits in banks                               163       820
Investment securities - Available for Sale                    56,433    74,601
Loans                                                        254,918   224,108
Less:
  Allowance for loan losses                                   (3,368)   (3,132)
  Total Net Loans                                            251,550   220,976
Property and Equipment                                         9,328     7,650
Other Assets                                                   7,711     7,500
TOTAL ASSETS                                                $334,459  $327,833

LIABILITIES
Deposits
  Non-interest bearing demand                                $39,288   $40,090
  Interest bearing transaction                                21,629    25,628
  Money market and Savings                                    91,802    80,865
  Time                                                       109,220   106,316
Total Deposits                                               261,939   252,899
Fed Funds Purchased and Securities sold
  under agreements to repurchase                              21,333    30,286
U S Treasury note account                                         97       540
Long-term borrowings                                          16,061    11,957
Accrued interest and other liabilities                         3,652     3,231
TOTAL LIABILITIES                                           $303,082  $298,913

STOCKHOLDERS' EQUITY
Common Stock, $1.00 par value 3,000,000
  shares authorized 1,487,798 shares issued                   $1,488    $1,485
Surplus                                                        4,295     4,221
Retained Earnings                                             24,876    22,845
Net unrealized gain on available
  for sale securities                                            718       369
  Subtotal                                                    31,377    28,920
Treasury Stock                                                     0         0

TOTAL STOCKHOLDERS' EQUITY                                   $31,377   $28,920

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $334,459  $327,833

FIRST BANKING CENTER, INC. AND SUBSIDIARIES
  BURLINGTON, WISCONSIN
CONSOLIDATED STATEMENT OF INCOME
as of September 30, 1998 and 1997
 (Amounts in Thousands)

                                          Quarter-to-Date      Year-to-Date

                                        9/30/98   9/30/97   9/30/98   9/30/97
INTEREST INCOME
Interest and fees on loans                $5,636    $4,743   $16,164   $13,652
Interest on deposits in banks                  11       19        33       109
Interest on federal funds sold
  and repurchase agreements                    53       92       117       227
Interest on securities:
  U.S. Government and other                   475      656     1,588     2,067
  Tax Exempt Securities                       265      281       915       825
TOTAL INTEREST INCOME                       6,440    5,791    18,817    16,880

INTEREST EXPENSE
Interest on deposits                        2,581    2,431     7,551     7,088
Int on fed funds purch. and securities
  sold under agreements to repurchase         247      256       837       759
Int on U S Treasury Note Account                1        5        14        16
Int on long-term borrowings                   225      147       652       451
TOTAL INTEREST EXPENSE                      3,054    2,839     9,054     8,314

Net interest Income                         3,386    2,952     9,763     8,566
Provision for loan losses                      83       58       248       223
NET INT. INC. AFTER PROVISION
  FOR LOAN LOSSES                           3,303    2,894     9,515     8,343

OTHER OPERATING INCOME
Trust department income                        89       62       266       254
Service charges on deposits                   308      311       866       836
Invest. security gains/(losses)               (2)        2        (3)        2
Other income                                  231      192       707       472
TOTAL OTHER OPERATING INCOME                  626      567     1,836     1,564

OTHER OPERATING EXPENSE
Employee expense                            1,462    1,272     4,454     3,871
Occupancy expense                             179      150       530       481
Equipment expense                             295      251       845       722
Computer services                             132      114       332       341
Other expense                                 589      553     1,813     1,635
TOTAL OTHER OPERATING EXPENSE               2,657    2,340     7,974     7,050

Income before income taxes                  1,271    1,121     3,377     2,857
Income taxes                                  368      325       944       784

NET INCOME                                  $904      $796    $2,433    $2,073

Earnings per share-Basic                   $0.61     $0.54     $1.64     $1.40
Earnings per share-Diluted                 $0.60     $0.53     $1.62     $1.39
FIRST BANKING CENTER, INC. AND SUBSIDIARIES
  BURLINGTON, WISCONSIN
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
as of September 30, 1998 and 1997
 (Amounts in Thousands)

                                          Quarter-to-Date      Year-to-Date

                                        9/30/98   9/30/97   9/30/98   9/30/97

Net Income                                  $904      $796    $2,433    $2,073

Other comprehensive income:
  Unrealized gains (losses) arising
    during the period                        368       185       349       235
  Less reclassified adjustment for (gains)
    losses included in net income              1        (2)        2
  TOTAL OTHER COMPREHENSIVE INCOME           367       187       347       235

COMPREHENSIVE INCOME                      $1,271      $983    $2,780    $2,308

FIRST BANKING CENTER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
  BURLINGTON, WISCONSIN
Y-T-D ending September 30, 1998 and 1997
Increase (decrease) in Cash and Cash Equivalents
 (Amounts in Thousands)

                                                                1998      1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                    $2,433    $2,073
Adjustments to reconcile net income to net
  cash provided by operating activities:
Depreciation                                                     671       648
Provision for loan losses                                        248       223
Provision for deferred taxes                                       0         0
Amortization and accretion of bond
  premiums and discounts - net                                    46        58
Amortization of excess cost over equity in
  underlying net assets of subsidiary                             78        78
Investment securities (gains) losses                               3        (2)
Sale of loans (gains) losses                                     (10)        0
(Increase) decrease in assets:
  Interest receivable                                           (291)     (601)
  Other assets                                                  (184)      240
Increase (decrease) in liabilities:
  Taxes payable                                                 (158)      227
  Interest payable                                               234       (10)
  Other liabilities                                              344       143
TOTAL ADJUSTMENTS                                                981     1,004
NET CASH PROVIDED FROM OPERATING ACTIVITIES                   $3,414    $3,077

CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in interest-bearing deposits            $657    $3,759
Proceeds from sales of available for sale securities           6,265     4,322
Proceeds from maturities of available for sale securities     76,086    43,925
Purchase of available for sale securities                    (63,699)  (47,993)
Proceeds from maturity of held to maturity securities              0         0
Purchase of held to maturity securities                            0         0
Proceeds from the sale of loans                                  547
Net (increase) decrease in loans                             (31,358)  (20,635)
Proceeds from sale of office equipment                             0        52
Purchase of office buildings and equipment                    (2,348)   (1,691)
NET CASH USED IN INVESTING ACTIVITIES                       ($13,850) ($18,261)

FIRST BANKING CENTER, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS  (Continued)
  BURLINGTON, WISCONSIN
Y-T-D ending September 30, 1998 and 1997
Increase (decrease) in Cash and Cash Equivalents
 (Amounts in Thousands)

                                                                1998      1997
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits                           $9,040   $12,053
Dividends paid                                                  (402)     (369)
Net increase (decrease) in Long-term Borrowings                4,104      (150)
Net increase (decrease) in U S Treasury Note Account            (443)       (4)
Net increase (decrease) in fed funds purchased and
  securities sold under repurchase agreements                 (8,952)  (13,570)
Proceeds from stock options exercised                             77        18
NET CASH PROVIDED BY FINANCING ACTIVITIES                     $3,424   ($2,022)

Net increase (decrease) in cash and cash equivalents          (7,012)  (17,206)

Cash and cash equivalents at beginning of year                16,286    29,317

Cash and cash equivalents at end of quarter                   $9,274   $12,111

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid (received) during the year for:

Interest                                                      $8,833    $8,345

Income taxes (received)                                       $1,101      $558

FIRST BANKING CENTER, INC. AND SUBSIDIARIES
  BURLINGTON, WISCONSIN
CONSOLIDATED STATEMENT OF CHANGES
IN COMPONENTS OF STOCKHOLDERS' EQUITY
As of September 30, 1997 and 1998
 (Amounts in Thousands)

                             COMMON               RETAINED AVAILABLE  TREASURY
                             STOCK      SURPLUS   EARNINGS  FOR SALE  STOCK
                                                           SECURITIES

Balances
 December 31, 1996              $1,476    $4,091   $20,703      ($30)       $0

Net income-YTD 1997                                  2,073

Cash dividend paid
$0.25 per share                                       (369)

Exercise of
Stock options                        1        17                             0

Change in unrealized
loss on available
for sale securities                                              235

Balances
As of September 30, 1997         1,477     4,108    22,407       205         0

Balances
 December 31, 1997              $1,485    $4,221   $22,845      $369        $0

Net income-YTD 1998                                  2,433

Cash dividend paid
$0.27 per share                                       (402)

Exercise of
Stock options                        3        74

Change in unrealized
loss on available
for sale securities                                              349

Balances
 September 30, 1998             $1,488    $4,295   $24,876      $718        $0

                     FIRST BANKING CENTER, INC. AND SUBSIDIARIES
                                BURLINGTON, WISCONSIN
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  As of September 30, 1998

ITEM 2.  Basis of Presentation

In the opinion of Management, the accompanying unaudited consolidated financial
statements reflect all adjustments which are necessary to present a fair
statement of the results for the interim periods.

The accounting policies followed by the registrant are set forth in Note A to
the registrant's financial statements in the 1997 First Banking Center, Inc.
(the "Company") annual report which is incorporated by reference herein (see
exhibit A).

ITEM 3.

                     FIRST BANKING CENTER, INC. AND SUBSIDI
                                BURLINGTON, WISCONSIN
                         MANAGEMENTS DISCUSSION AND ANALYSIS
                   OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                  As of September 30, 1998

The following is a discussion of the financial condition and results of
operations of the Company for the year-to-date ended September 30, 1998.

Financial condition

Loans

As of September 30, 1998, loans outstanding were $255 million an increase
of $30.8 million or 13.7% from December 31, 1997.  During this nine month
period, Real Estate loans increased by $22 million or 13.03%.  The increase
in real estate loans is represented by an increase of $7.8 million or 15.2% in
Commercial loans, and $10.7 million or 12.3% in Residential Real Estate Loans.
At September 30, 1998, Construction and Land Development Loans were at $27.9
million or 10.94% of total loans, Resdential Real Estate Loans were at $94.3
million or 37% of total loans, and Commercial loans were at $37.8 million or
14.9% of total loans with Commercial Real Estate loans at $59.3 million or
23.3% of total loans.

Allowance for Loan Losses

The allowance for possible loan losses was $3.4 million or 1.33% of gross
loans on September 30, 1998, compared with $3.1 million or 1.40% of gross
loans on December 31, 1997.  Net charge-offs for the nine month period ended
September 30, 1998, were $12 thousand, or .005% of gross loans, compared to
-$11 thousand or -.005% of gross loans for the same period in 1997.  As of
September 30, 1998, loans on non-accrual status totaled $962 thousand or .38%
of gross loans, compared to $2.3 million or 1.05% of gross loans on September
30, 1997, and $824 thousand or .37% of gross loans on December 31, 1997.
The non-accrual loans consisted primarily of real estate loans.  On September
30, 1998, the ratio of non-accrual loans to the allowance for loan losses
was 28.6% compared to 26.3% on December 31, 1997.

The Banks evaluate the adequacy of the allowance for loan losses based
on an analysis of specific problem loans, as well as on an aggregate basis.
Management reviews a calculation of the allowance for loan losses on a
quarterly basis and feels that the allowance for loan losses is adequate.
The allowance for loan losses is maintained at a level considered adequate to
provide for potential future losses.  The level of the allowance is based on
management's periodic and comprehensive evaluation of the loan portfolio,
including past loan loss experience; current and projected economic trends;
the volume, growth and composition of the loan portfolio; and other relevant
factors.  Reports of examinations furnished by State and Federal banking
authorities are also considered by management in this regard.

During this nine month period ended September 30, 1998, $248 thousand was
charged to current earnings and added to the allowance for loan losses.

Investment securities - Available for Sale

The securities available-for-sale portfolio showed a decrease of $18.2
million from December 31, 1997 to September 30, 1998.

Deposits and Borrowed Funds

As of September 30, 1998, total deposits were $261.9 million, which is an
increase of $9 million or 3.5% from December 31, 1997.  Interest Bearing
Transaction Accounts decreased $4 million or 15.6%.  Demand deposits
decreased .8 million or 2% since December 31, 1997.  Time deposits
increased $2.9 million or 2.7% since December 31, 1997.  Insured Money Market
savings increased $10.9 million due to the bank's new Indexed Money Market
account which attracted new money as well as funds from our Time Deposits.
Securities sold under agreements to repurchase decreased $10.7 million
or 35.4%.

Asset/Liability Management

The principal function of asset/liability management is to
manage the balance sheet mix, maturities, repricing characteristics
and pricing components to provide an adequate and stable net
interest margin with an acceptable level of risk over time and
through interest rate cycles.

Interest-sensitive assets and liabilities are those that are
subject to repricing within a specific relevant time horizon.  The
Company measures interest-sensitive assets and liabilities, and
their relationship with each other at terms of immediate, quarterly
intervals up to 1 year, and over 1 year.

Changes in net interest income, other than volume-related,
arise when interest rates on assets reprice in a time frame or
interest rate environment that is different from the repricing
period for liabilities.  Changes in net interest income also arise
from changes in the mix of interest-earning assets and interest-
bearing liabilities.

The Company's strategy with respect to asset/liability
management is to maximize net interest income while limiting our
exposure to a potential downward movement.  Strategy is implemented
by the Bank's management, which takes action based upon its
analysis of the Bank's present positioning, its desired future
positioning, economic forecasts and its goals.

Liquidity

The liquidity position of the Company is managed to insure
that sufficient funds are available to meet customers' needs for
loans and deposit withdrawals.  Liquidity to meet demand is
provided by maintaining marketable investment securities and money
market assets such as Interest Bearing Deposits in Banks and
Federal Funds Sold.  The bank is a  member of the Federal Home
Loan Bank system which provides the company with an additional source
of liquidity.

Securities Sold Under Agreements to Repurchase (Repos) declined by
$10.7 million.  This decline was funded by a net decrease in the Securities
portfolio. Total Loans increased $30.8 million. This increase was funded by
the decrease of investment securities, an increase in Long-term investments,
and an increase in deposits.

Management is unaware of any recommendations by regulatory
authorities, known trends, events or uncertainties that will have
or that are reasonably likely to have a material effect on the
Company's liquidity.

Results of Operations Overview

For the nine month period ended September 30, 1998 the Company reported
earnings of $2.4 million an increase of $360 thousand or 17.4% over the
same period in 1997.

Net Interest Income

Net interest income for the nine months ended September 30, 1998, was
$9.8 million compared to $8.6 million for the same period in 1997.  The
increase in net interest income is the result of a $1.9 million increase
in interest income and only a $740 thousand increase in interest expense.
The increase in interest income is a result of a 17.6% increase in average
loan balances.  The increase in interest expense is due to increased rates
paid and increased average balances of 5.7%.

Provision for Loan Losses

The Bank has established the allowance for loan losses to reduce
the gross level of loans outstanding by an estimate of uncollectible
loans.  As loans are deemed uncollectible, they are charged against
the allowance.  A provision for loan losses is expensed against current
income on a monthly basis.  This provision acts to replenish the
allowance for loan losses to accommodate charge-offs and growth in the
loan portfolio, thereby maintaining the allowance at an adequate level.

During the first nine months of 1998, provisions charged against
1998 income were $248 thousand which was an 11.2% increase as compared to the
same period in 1997.

Non-interest income and expense

Non-interest income for the first nine months of 1998 increased $271 thousand
or 17.3% from the same period in 1997.  This increase is due to $30 thousand
increased income from service charges on deposit, and $234 thousand increase
of other income due primarily to the bank's expanded network of ATMs.

Non-interest expense for the first nine months of 1998 as compared to the
same period during 1997 increased $926 thousand or 13.1%.  Occupancy
expense increased $49 thousand or 10.2% due to the bank's expansion.
Equipment expense increased $123 thousand or 17%, and employee expense
showed an increase of $583 thousand or 15.1%.

Year 2000 Assessment

First Banking Center utilizes and is dependent upon data processing
systems and software to conduct its business.  The data processing
systems and software include those developed and maintained by the
Company's third-party data processing vendor and purchased software
which is run on personal computer networks. Any hardware and software
that recognize the date "00" as the year 1900 rather than the year 2000
could result in errors or system failures.

Early this year, the Company completed an assessment and work plan to
assure that all hardware and software utilized by the Company will
function properly in the Year 2000. The Company and its primary vendors
have been testing their computer systems to determine their ability to
handle the Year 2000 issue. To date, the Company and its primary
vendors have been able to resolve the Year 2000 problems that have been
identified. The Company is in the process of developing contingency
plans for all mission critical functions. These contingency plans are
scheduled to be in place by yearend 1998.

Additionally, phone systems, alarms, elevators, heating and cooling
systems and other computer-controlled mechanical devices on which the
Company relies are in the process of being evaluated.  Those found not
compliant will be modified or replaced with a compliant product.  Costs
associated with the Year 2000 project include internal staff time as
well as consulting, equipment upgrade and software enhancement
expenses.  At the present time, management has not identified any
situations that it anticipates will require material expenditures to
become fully compliant.  The Year 2000 project costs, which management
continuously reviews, could vary significantly based upon the results
of testing and other factors.

Management is also aware of the potential adverse impact failures by
borrowers to adequately address their Year 2000 problems
could have on the Company.  To raise awareness to the Year 2000 risks,
substantially all key customers have been contacted regarding this
issue.  Account officers continually assess progress made by their key
customers and any additional exposure to the Company will be reflected
by increased provisions to the allowance for loan and lease losses.

ITEM 4. - OTHER INFORMATION

   I.      Legal Proceedings

               none

  II.      Changes in Securities

               none

 III.      Defaults Upon Senior Securities

               none

  IV.      Submission of Matters to a Vote of Security Holders

               none

   V.      Other Information

               none

  VI.      Exhibits and Reports on Form 8-K

               none

EXHIBIT A:

           FIRST BANKING CENTER, INC. AND SUBSIDIARIES
                      BURLINGTON, WISCONSIN
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  December 31, 1997, 1996, 1995

Note A.  Summary of Significant Accounting Policies

1.  Consolidation:
The consolidated financial statements of First Banking Center, Inc. include the
accounts of its wholly owned subsidiaries, First Banking Center - Burlington and
First Banking Center - Albany.  First Banking Center - Burlington includes the
accounts of its wholly owned subsidiary, First Banking Center Burlington
Investment Corporation.  The consolidated financial statements have been
prepared in conformity with generally accepted accounting principles and conform
to general practices within the banking industry.  All significant intercompany
accounts and transactions have been eliminated in the consolidated financial
statements.
2.  Nature of banking activities:
The consolidated income of First Banking Center, Inc. is principally from income
of the two bank subsidiaries.  The subsidiary Banks grant agribusiness,
commercial, residential and consumer loans, accepts deposits and provides trust
services to customers primarily in southeastern and south central Wisconsin.
The subsidiary Banks are subject to competition from other financial
institutions and nonfinancial institutions providing financial products.
Additionally the Company and the subsidiary Banks are subject to the regulations
of certain regulatory agencies and undergo periodic examination by those
regulatory agencies.

3.  Basis of financial statement presentation:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period.  Actual results
could differ from those estimates.

4.  Cash and cash equivalents:
For purposes of reporting cash flows, cash and cash equivalents include cash on
hand, amounts due from banks, federal funds sold and investments with an
original maturity of three months or less.  Generally, federal funds are sold
for one-day periods.

The subsidiary Banks maintain amounts due from banks which, at times, may exceed
federally insured limits.  The subsidiary Banks have not experienced any losses
in such accounts.

5.  Available for sale securities:
Securities classified as available for sale are those debt securities that the
subsidiary Banks intend to hold for an indefinite period of time, but not
necessarily to maturity.  Any decision to sell a security classified as
available for sale would be based on various factors, including significant
movements in interest rates, changes in the maturity mix of the subsidiary
Banks' assets and liabilities, liquidity needs, regulatory capital
consideration, and other similar factors.  Securities classified as available
for sale are carried at fair value.  Unrealized gains or losses are reported as
increases or decreases in comprehensive income, net of the related deferred tax
effect.  Realized gains or losses, determined on the basis of the cost of
specific securities sold, are included in earnings.

6.  Loans:
Loans that management has the intent and ability to hold for the foreseeable
future or until maturity or payoff are reported at the amount of unpaid
principal, reduced by the allowance for loan losses.  Interest on loans is
calculated by using the simple interest method on daily balances of the
principal amount outstanding.  The accrual of interest income on impaired loans
is discontinued when, in the opinion of management,  there is reasonable doubt
as to the borrower's ability to meet payment of interest or principal when they
become due.  When interest accrual is discontinued, all unpaid accrued interest
is reversed.  Cash collections on impaired loans are credited to the loan
receivable balance, and no interest income is recognized on those loans until
the principal balance is current.  Accrual of interest is generally resumed when
the customer is current on all principal and interest payments and has been
paying on a timely basis for a period of time.

7.  Allowance for loan loses:
The allowance for loan losses is established through a provision for loan losses
charged to expense. Loans are charged against the allowance for loan losses when
management believes that the collectibility of the principal is unlikely.  The
allowance is an amount that management believes will be adequate to absorb
possible losses on existing loans that may become uncollectible, based on
evaluation of the collectibility of loans and prior loan loss experience.  The
evaluations take into consideration such factors as changes in the nature and
volume of the loan portfolio, overall portfolio quality, review of specific
problem loans, and current economic conditions that may affect the borrower's
ability to pay.  While management uses the best information available to make
its evaluation, future adjustments to the allowance may be necessary if there
are significant changes in economic conditions.  Impaired loans are measured
based on the present value of expected future cash flows discounted at the
loan's effective interest rate or, as a practical expedient, at the loan's
observable market price or the fair value of the collateral if the loan is
collateral dependent. A loan is impaired when it is probable the creditor will
be unable to collect all contractual principal and interest payments due in
accordance with the terms of the loan agreement.

In addition, various regulatory agencies periodically review the allowance for
loan losses.  These agencies may require the banks to make additions to the
allowance for loan losses based on their judgments of collectibility based on
information available to them at the time of their examination.

8.  Office buildings and equipment:
Depreciable assets are stated at cost less accumulated depreciation.  Provisions
for depreciation are computed on straight-line and accelerated methods over the
estimated useful lives of the assets, which range from 15 to 50 years for
buildings and 3 to 15 years for equipment.

9.  Profit-sharing plan:
The Company has established a trusteed contributory 401(k) profit-sharing plan
for qualified employees.  The Company's policy is to fund contributions as
accrued.

10.  Other real estate owned:
Other real estate owned, acquired through partial or total satisfaction of loans
is carried at the lower of cost or fair value less cost to sell.  At the date of
acquisition losses are charged to the allowance for loan losses.  Revenue and
expenses from operations and changes in the valuation allowance are included in
loss on foreclosed real estate.
11.  Income taxes:
The Company files a consolidated federal income tax return and individual
subsidiary state income tax returns.  Accordingly, amounts equal to tax benefits
of those companies having taxable federal losses or credits are reimbursed by
the other companies that incur federal tax liabilities.

Amounts provided for income tax expense are based on income reported for
financial statement purposes and do not necessarily represent amounts currently
payable under tax laws.  Deferred income tax assets and liabilities are computed
annually for differences between the financial statement and tax bases of assets
and liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income.  As changes in tax laws or
rates are enacted, deferred tax assets and liabilities are adjusted through the
provision for income taxes.  The differences relate principally to the reserve
for loan losses, nonaccrual loan income, deferred compensation and pension,
fixed assets and unrealized gains and losses on available for sale securities.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized.

12.  Off-balance-sheet financial instruments:
In the ordinary course of business the subsidiary Banks have entered into off-
balance-sheet financial instruments consisting of commitments to extend credit,
commitments under credit card arrangements, commercial letters of credit and
standby letters of credit. Such financial instruments are recorded in the
financial statements when they are funded or related fees are incurred or
received.

13.  Trust assets and fees:
Property held for customers in fiduciary or agency capacities is not included in
the accompanying balance sheet, since such items are not assets of the Company.
In accordance with established industry practice, income from trust fees is
reported on the cash basis.  Reporting of trust fees on an accrual basis would
have no material effect on reported income.

14.  Earnings per share:
Earnings per share are computed based upon the weighted average number of common
shares outstanding during each year.  In the computation of diluted earnings per
share, all dilutive stock options are assumed to be exercised at the beginning
of each year and the proceeds are used to purchase shares of the Company's
common stock at the average market price during the year.

15.  Fair value of financial instruments:
Financial Accounting Standards Board Statement No. 107, "Disclosures About Fair
Value of Financial Instruments", requires disclosure of fair value information
about financial instruments, whether or not recognized in the balance sheet, for
which it is practicable to estimate that value.  In cases where quoted market
prices are not available, fair values are based on estimates using present value
or other valuation techniques.  Those techniques are significantly affected by
the assumptions used, including the discount rate and estimates of future cash
flows.  In that regard, the derived fair value estimates cannot be substantiated
by comparison to independent markets and, in many cases, could not be realized
in immediate settlement of the instrument.  Statement No. 107 excludes certain
financial instruments from its disclosure requirements.  Accordingly, the
aggregate fair value amounts presented do not represent the underlying value of
the Company.

15.  Fair value of financial instruments: (continued)

The following methods and assumptions were used by the Company in estimating the
fair value of its financial instruments:

      Carrying amounts approximate fair values for the following instruments:

         Cash and cash equivalents
          Federal funds sold
          Interest-bearing deposits in banks
          Short-term borrowing
          Accrued interest receivable
          Accrued interest payable
          Variable rate loans that reprice frequently where no
                    significant change in credit risk has occurred
          Demand deposits
          Variable rate money market accounts
          Variable rate certificate of deposit
          Available for sale securities

      Discounted cash flows:

      Using interest rates currently being offered on instruments with
      similar terms and with similar credit quality:

          All loans except variable rate loans described above
          Fixed rate certificates of deposit
          Notes payable and other borrowing

      Quoted fees currently being charged for similar instruments:

      Taking into account the remaining terms of the agreements and the
      counterparties' credit standing:

  Off-balance-sheet instruments:
  Guarantees
  Letters of credit
  Lending commitments

Since the majority of the Company's off-balance-sheet instruments consists of
nonfee-producing, variable rate commitments, the Company had determined it does
not have a distinguishable fair value.

                     FIRST BANKING CENTER, INC. AND SUBSIDIARIES
                                BURLINGTON, WISCONSIN

                                       SIGNATURES

     Pursuant to the requirement of the Securities Exchange Act of
1943, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                         First Banking Center, Inc.

November 13, 1998
Date                     Brantly Chappell
                         President & Chief Executive Officer

November 13, 1998
Date                     James Schuster
                         Chief Financial Officer