UNITED STATES

                        SECURITIES AND EXCAHGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q


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

For the quarterly period ended March 31, 1999

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, 1,489,156 shares outstanding.


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
                                             FIRST BANKING CENTER, INC. AND SUBSIDIARIES
                                                        BURLINGTON, WISCONSIN
                                                     CONSOLIDATED BALANCE SHEET
                                                           March 31, 1999
                                                                 vs
                                                          December 31, 1998
                                                       (Amounts in Thousands)

<CAPTION>    
                                                                                               3/31/99             12/31/98
<S>                                                                                                   <C>                 <C> 
ASSETS:
  Cash and due from banks                                                                             $11,603              $18,013
  Federal funds sold                                                                                    2,820                6,885
  Interest bearing deposits in banks                                                                       38                   66
  Available for sale securities - stated at fair value                                                 67,199               65,263
  Loans, less allowance for loan losses of $3,468,000 and
    $3,421,000 in 1999 and 1998 respectively                                                          262,434              261,379
  Office buildings and equipment, net                                                                   9,669                9,602
  Accrued interest receivable and other assets                                                          8,417                7,923
                                                                                              -------------------------------------

      TOTAL ASSETS                                                                                   $362,180             $369,131
                                                                                              =====================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Deposits:
    Demand                                                                                            $41,059              $50,056
    Savings and NOW accounts                                                                          125,942              126,898
    Time                                                                                              109,403              105,845
                                                                                              -------------------------------------
      Total Deposits                                                                                  276,404              282,799

  Securities sold under repurchase agreements                                                          27,958               28,750
  U S Treasury note account                                                                               100                  100
  Other borrowings                                                                                     21,203               22,143
  Accrued interest and other liabilities                                                                3,826                3,444
                                                                                              -------------------------------------

      TOTAL LIABILITIES                                                                              $329,491             $337,236
                                                                                              -------------------------------------

STOCKHOLDERS' EQUITY:
  Common Stock,  $1.00 par value  3,000,000  shares  authorized;  1,489,156  and
    1,488,631 shares issued and outstanding as
    of March 31, 1999 and December 31, 1998 resceptively                                               $1,489               $1,489
  Surplus                                                                                               4,323                4,312
  Retained Earnings                                                                                    26,381               25,431
                                                                                              -------------------------------------
                                                                                                       32,193               31,232
  Accumulated other comprehensive income                                                                  496                  663
                                                                                              -------------------------------------

      TOTAL STOCKHOLDERS' EQUITY                                                                      $32,689              $31,895
                                                                                              -------------------------------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                     $362,180             $369,131
                                                                                              =====================================
</TABLE>
<TABLE>
                                             FIRST BANKING CENTER, INC. AND SUBSIDIARIES
                                                        BURLINGTON, WISCONSIN
                                                  CONSOLIDATED STATEMENT OF INCOME
                                                    as of March 31, 1999 and 1998
                                                       (Amounts in Thousands)
<CAPTION>
                                                                          Quarter-to-Date                      Year-to-Date

                                                                     3/31/99         3/31/98         3/31/99           3/31/98
<S>                                                                  <C>             <C>             <C>               <C>    
INTEREST INCOME:
  Interest and fees on loans                                         $5,715          $5,092          $5,715            $5,092
  Interest on securities:
    Taxable                                                             659             649             659               649
    Tax-exempt                                                          296             311             296               311
  Interest on federal funds sold                                         41              41              41                41
  Interest on deposits in banks                                           1              12               1                12
                                                              ---------------------------------------------------------------------
      TOTAL INTEREST INCOME                                           6,712           6,105           6,712             6,105
                                                              ---------------------------------------------------------------------
INTEREST EXPENSE:
  Interest on deposits                                                2,435           2,475           2,435             2,475
  Int on fed funds purch. and securities
    sold under agreements to repurchase                                 338             321             338               321
  Int on U S Treasury Note Account                                        1               6               1                 6
  Int on other borrowings                                               292             197             292               197
                                                              ---------------------------------------------------------------------
      TOTAL INTEREST EXPENSE                                          3,066           2,999           3,066              2,999
                                                              ---------------------------------------------------------------------
      NET INTEREST INCOME                                             3,646           3,106           3,646              3,106
  Provision for loan losses                                              83              83              83                 83
                                                              ---------------------------------------------------------------------
      NET INT. INC. AFTER PROVISION
        FOR LOAN LOSSES                                               3,563           3,023           3,563              3,023
                                                              ---------------------------------------------------------------------
Noninterest income:
  Trust department income                                                90              89              90                 89
  Service charges on deposits                                           275             261             275                261
  Invest. security gains/(losses)                                         0               0               0                  0
  Other income                                                          241             239             241                239
                                                              ---------------------------------------------------------------------
      TOTAL NONINTEREST INCOME                                          606             589             606                589
                                                              ---------------------------------------------------------------------
Noninterest expense:
  Salary and employee benefits                                        1,563           1,385           1,563              1,385
  Occupancy expense                                                     223             187             223                187
  Equipment expense                                                     281             267             281                267
  Computer services                                                     128             112             128                112
  Other expense                                                         609             606             609                606
                                                              ---------------------------------------------------------------------
      TOTAL NONINTEREST EXPENSE                                       2,804           2,557           2,804              2,557
                                                              ---------------------------------------------------------------------
      INCOME BEFORE INCOME TAXES                                      1,365           1,055           1,365              1,055
  Income taxes                                                          415             294             415                294
                                                              ---------------------------------------------------------------------
      NET INCOME                                                       $950            $761            $950               $761
                                                              =====================================================================
      Earnings per share:
        Basic                                                         $0.64           $0.51           $0.64              $0.51
        Diluted                                                       $0.61           $0.51           $0.61              $0.51
      Weighted average shares outstanding                         1,488,904       1,484,786       1,488,904          1,484,786
</TABLE>
<TABLE>
                                             FIRST BANKING CENTER, INC. AND SUBSIDIARIES
                                                        BURLINGTON, WISCONSIN
                                                  CONSOLIDATED STATEMENT OF CHANGES
                                                IN COMPONENTS OF STOCKHOLDERS' EQUITY
                                                        As of March 31, 1999
                                                       (Amounts in Thousands)
<CAPTION>
                                                                                               Accumulated
                                                                                                other
                                          Common                   Retained        Treasury    comprehensive
                                          Stock     Surplus        Earnings        Stock       income(loss)           Total
                                    -------------------------------------------------------------------------------------------
<S>                                       <C>       <C>            <C>             <C>         <C>                    <C>
Balance, December 31, 1997                $1,485     $4,221         $22,846              $0             $368          $28,920
                                                                                                                  -------------
  Comprehensive income:
    Net income - 1998                          -          -             761               -                -              761
    Change in net unrealized gain(loss)
      on securities available for sale,
      net of reclassification adjustment
      and tax effects                          -          -               -               -               21               21
                                                                                                                  -------------

        Total comprehensive income                                                                                        782
                                                                                                                  -------------

  Cash dividend paid-$.00 per share            -          -               -               -                -                0
  Issuance of 100 new shares of stock
    for the exercise of stock options          -          2               -               -                -                2
                                    -------------------------------------------------------------------------------------------

Balance March 31, 1998                    $1,485     $4,223         $23,607              $0             $389          $29,704
                                    ===========================================================================================

Balance, December 31, 1998                $1,489     $4,312         $25,431              $0             $663          $31,895
  Comprehensive income:
    Net income - 1999                          -          -             950               -                -              950
    Change in net unrealized gain(loss)
      on securities available for sale,
      net of reclassification adjustment
      and tax effects                          -          -               -               -             (167)            (167)
                                                                                                                  -------------

        Total comprehensive income                                                                                        783
                                                                                                                  -------------

  Cash dividend paid-$.00 per share            -          -               -               -                 -                -
  Issuance of 525 new shares of stock
    for the exercise of stock options          -         11               -               -                 -               11
                                    --------------------------------------------------------------------------------------------

Balance March 31, 1999                    $1,489     $4,323         $26,381              $0              $496           $32,689
                                    ============================================================================================

</TABLE>
<TABLE>
                                             FIRST BANKING CENTER, INC. AND SUBSIDIARIES
                                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                        BURLINGTON, WISCONSIN
                                                Y-T-D ending March 31, 1999 and 1998
                                          Increase (decrease) in Cash and Cash Equivalents
                                                       (Amounts in Thousands)

<CAPTION>
                                                                                                     1999                 1998
<S>                                                                                                <C>                <C>  
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                                                       $950                 $761
                                                                                               ------------------------------------
Adjustments  to  reconcile   net  income  to  net  cash  provided  by  operating
  activities:
    Depreciation                                                                                      221                  220
    Provision for loan losses                                                                          83                   83
    Gain on sale of loans                                                                               0                    0
    Loss on disposal of office building and equipment                                                   0                    0
    Gain on sale of other real estate owned                                                             0                    0
    Provision for deferred taxes                                                                       14                    0
    Amortization and accretion of bond
      premiums and discounts - net                                                                    (27)                  16
    Amortization of excess cost over equity in
      underlying net assets of subsidiary                                                              26                   26
    Investment securities (gains) losses                                                                0                    0
    (Increase) decrease in assets:
      Interest receivable                                                                            (167)                 (64)
      Other assets                                                                                   (280)                 (87)
    Increase (decrease) in liabilities:
      Taxes payable                                                                                   465                  235
      Interest payable                                                                               (100)                  27
      Other liabilities                                                                                17                  (74)
                                                                                                -----------------------------------
        TOTAL ADJUSTMENTS                                                                             252                  382
        NET CASH PROVIDED FROM OPERATING ACTIVITIES                                                $1,202               $1,143
                                                                                                -----------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Net (increase) decrease in interest-bearing deposits                                              $28                  $69
    Net (increase) decrease in federal funds sold                                                   4,065               (2,888)
    Proceeds from sales of available for sale securities                                            2,500                    0
    Proceeds from maturities of available for sale securities                                      44,851               55,886
    Purchase of available for sale securities                                                     (49,514)             (45,838)
    Net (increase) decrease in loans                                                               (1,138)              (9,901)
    Purchase of office buildings and equipment                                                       (288)                (440)
    Proceeds from sale of officebuilding and equipment                                                  0                    0
    Proceeds from sale of other real estate owned                                                       0                    0
                                                                                                -----------------------------------
        NET CASH USED IN INVESTING ACTIVITIES                                                        $504              ($3,112)
                                                                                                -----------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net increase (decrease) in deposits                                                           ($6,395)               ($606)
    Dividends paid                                                                                      0                    0
    Net increase (decrease) in other borrowings                                                      (940)               3,573
    Net increase (decrease) in U S Treasury Note Account                                                0                    0
    Net increase (decrease) in securities sold under
      repurchase agreements                                                                           (792)              (6,739)
    Proceeds from stock options exercised                                                               11                    2
                                                                                                 ----------------------------------
        NET CASH PROVIDED BY FINANCING ACTIVITIES                                                   ($8,116)             ($3,770)
                                                                                                 ----------------------------------

    Net increase (decrease) in cash                                                                  (6,410)              (5,739)

Cash at beginning of year                                                                            18,013               16,286
                                                                                                 ----------------------------------

Cash at end of quarter                                                                              $11,603              $13,435
                                                                                                 ==================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid (received) during the year for:
    Interest                                                                                         $3,166               $2,981
                                                                                                 ==================================

    Income taxes                                                                                       ($95)                 $75
                                                                                                 ==================================

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
  FINANCING ACTIVITIES:
    Securities held for investment reclassified to
      available for sale securities                                                                      $0                   $0
                                                                                                 ==================================
    Net change in unrealized gain(loss) on available
      for sale securities                                                                             ($167)                 $21
                                                                                                 ==================================
</TABLE>


<PAGE>



                   FIRST BANKING CENTER, INC AND SUBSIDIARIES
                              BURLINGTON, WISCONSIN
                    NOTE TO CONSOLIDATE FINANCIAL STATEMENTS
                              As of March 31, 1999


Note 1.  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 1998 First Banking Center,  Inc.
(the "Company")  annual report which is  incorporated  by reference  herein (see
exhibit A).


<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

                   FIRST BANKING CENTER, INC AND SUBSIDIARIES
                              BURLINGTON, WISCONSIN
                       MANAGEMENTS DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                              As of March 31, 1999


The following discussion provides additional analysis of the financial condition
and results of  operations of the Company for the  year-to-date  ended March 31,
1999.  This  discussion  focuses on the  significant  factors that  affected the
Company's  earnings so far in 1999,  with  comparisons  to 1998. As of March 31,
1999,  First Banking  Center (the "Bank") was the only direct  subsidiary of the
Company and its operations  contributed  nearly all of the revenue for the year.
The Company provides various support functions for the Bank and receives payment
from the Bank for these services.  These  inter-company  payments are eliminated
for the purpose of these  consolidated  financial  statements.  The Bank has two
wholly owned  subsidiaries,  FBC  Financial  Services,  Corp.,  a brokerage  and
financial  services  subsidiary,   and  FBC  Burlington,   Inc.,  an  investment
subsidiary located in Nevada.

Overview

As of March 31, 1999,  total Company assets were $362.1 million  decreasing 1.9%
from $369.1 million as of December 31, 1998. Total income for first quarter 1999
was $950 thousand or $.64 per share, increasing 19.9% from $761 thousand or $.51
per share in the first quarter of 1998. The  significant  items resulting in the
above-mentioned results are discussed below.

Balance sheet analysis

Loans

As of March 31, 1999,  loans  outstanding were $265.9 million for an increase of
$1.1  million or .4% from  December 31, 1998.  During this  three-month  period,
Residential Real Estate loans decreased $4.4 million, and Commercial Real Estate
loans increased $700 thousand or 4.6% and 1.0% respectively.  At March 31, 1999,
Construction and Land Development  loans were at $29.2 million or 10.9% of total
loans,  Residential  Real Estate  loans were at $91.7  million or 34.5% of total
loans,  Commercial  loans  were at $43.4  million or 16.3% of total  loans,  and
Commercial Real Estate loans were at $68.4 million or 25.7% of total loans.

Allowance for Loan Losses

The  allowance for possible loan losses was $3.5 million or 1.30% of gross loans
on March  31,  1999,  compared  with  $3.4  million  or 1.29% of gross  loans on
December 31, 1998. Net charge-offs for the three-month  period were $40 thousand
or .015% of gross loans,  compared to net  recoveries of $4 thousand or .002% of
gross loans for 1998. As of March 31, 1999, loans on non-accrual  status totaled
$1.4  million or .52% of gross loans  compared to $1.5  million or .57% of gross
loans on December 31, 1998. The non-accrual  loans  consisted  primarily of $1.2
million of  residential  real estate  loans and $103  thousand  of  agricultural
loans.  On March 31, 1999, the ratio of  non-accrual  loans to the allowance for
loan losses was 40.0% compared to 43.8% on December 31, 1998.

The Bank  evaluates  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
loss is  maintained  at a level  management  considers  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.  Management also
considers  reports  of  examinations  furnished  by State  and  Federal  banking
authorities in this regard.

During the three month period ended March 31, 1999, $83 thousand was charged to
current earnings and added to the allowance for loan losses.

Investments securities - Available for Sale

The securities  available-for-sale portfolio increased $1.9 million or 2.8% from
December 31, 1998 to March 31, 1999.  The majority of the increase came from the
purchase of U.S. Government Agency securities.

Deposits and Borrowed Funds

As of March 31, 1999, total deposits were $276.4 million, which is a decrease of
$6.3 million or 2.3% from December 31, 1998.  Money Market and Savings  Deposits
increased $5.1 million or 5.0% to $102.9 million. Demand Deposits decreased $8.7
million or 21.1% to $41.3 million. Securities sold under agreement to repurchase
and Certificates of Deposits  increased $2.6 million or 2.2%.  Federal Home Loan
Borrowings decreased $940 thousand or 4.56% since December 31, 1998.

Capital resources

During the first quarter of 1999, the Company's  stockholders'  equity increased
$798 thousand or 2.4%.  Net income of $950 thousand was the primary  reasons for
the increase in equity.

In December 1990,  the Federal  Reserve  Board's  risk-based  guidelines  became
effective.  Under these  guidelines  capital is measured  against the  Company's
subsidiary  bank's  risk-weighted  assets.  The Company's tier 1 capital (common
stockholders'  equity less goodwill) to risk-weighted  assets was 11.2% at March
31, l999,  well above the 4% minimum  required.  Total capital to  risk-adjusted
assets was 12.4%, also well above the 8% minimum requirement. The leverage ratio
was at 8.5%  compared to the 4% minimum  requirement.  According to FDIC capital
guidelines, the Company is considered to be "well capitalized."

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  Bank  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 Bank's  strategy with respect to  asset/liability  management is to maximize
net  interest  income  while  limiting  its  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.  It is the  Bank's  desire to
maintain a cumulative GAP of positive or negative 15% of rate  sensitive  assets
at the one-year time frame.  The current  percentage  is 0.0% which  compares to
negative 1% as of December 31, 1998.

Liquidity

The liquidity position of the Company is managed to ensure 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,  Federal  Funds  Sold,  as  well  as,  maintaining  a full  line  of
competitively priced deposit and short-term borrowing products. The Bank is also
a member of the Federal Home Loan Bank system,  which  provides the Company with
an additional source of liquidity. The Bank is authorized to borrow up to 60% of
the book value of its 1-4 family  real  estate  mortgages  secured by a security
agreement  pledging the Bank's 1-4 family real estate  mortgages with a carrying
value of $91.7  million.  During the  three-month  period of March 31, 1999, the
Company's loan to deposit ratio increased from 92% to 95%. This increase was due
to an increase in loans of $1.1  million or .4% while  deposits  decreased  $6.3
million or 2.3%.  The  additional  funding  for the  increase in loans came from
a decrease in cash.

While liquidity within the banking industry  continues to tighten  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, capital resources, or operations.

Results of operations

Net Interest Income

Net interest income is the difference  between interest income and fees on loans
and interest expense,  and is the largest  contributing factor to net income for
the  Company.  All  discussions  of rate are on a  tax-equivalent  basis,  which
accounts for income earned on  securities  that are not fully subject to federal
taxes. Net interest income for the three-month  period ended March 31, 1999, was
$3.6 million, increasing 14.8% over the 1998 level of $3.1 million. Net interest
income as a percentage  of average  earning  assets was 4.47% for first  quarter
1999, versus 4.19% for first quarter 1998.

Total  interest  income  increased  $607  thousand  as  average  earning  assets
increased from $308.8 million to $339.1 million or 9.82%. The yields on interest
earning asset decreased from 8.11% to 8.09%.

The increase in interest  income for the period  ended March 31,  1999,  was due
primarily  to an increase in interest  and fees on loans.  Interest  and fees on
loans  increased to $5.7 million or 10.9% from $5.1. The increase in loan income
was the  result  of a  $17.9  million  or  6.8%  increase  in  average  balances
outstanding and an increase in fees collected on loans.  Fees collected on loans
were  $388  thousand,   increasing  44.4%  over  1998  fees  of  $216  thousand.
Residential  real  estate  loans sold on the  secondary  market were the primary
reason for the increase in fees.

Total  interest  expense  increased  $67  thousand.  This increase was due to an
increase in average  interest  bearing deposits of $14.8 million or 6.72% and an
increase in average Federal Home Loan  Borrowings of $4.9 million or 30.2%.  The
cost of all interest bearing liabilities decreased from 4.69% to 4.30%.

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 period  ended March 31,  1999,  $83  thousand  was charged to current
earnings and added to the allowance for loan losses.

Non-interest income

Non-interest  income  increased $17 thousand or 2.8% from 1998. This increase is
due  primarily to increased  income from  service  charges on deposit  accounts,
which increased $14 thousand or 5.9%.

Non-interest expense

Non-interest  expense increased from $2.6 million to $2.8 million an increase of
$247 thousand or 8.8%.  Salaries and benefits  increased $178 thousand or 11.4%,
equipment  expense increased $14 thousand or 5%, and occupancy expense increased
$36 thousand or 16.1%.

Year 2000 Assessment

The Company 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.

The Board of  Directors  oversees  the  Company's  Year 2000  efforts and senior
management reports to the Board on at least a quarterly basis the Company's Year
2000 progress.  Early in 1998, 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 vendors have  identified and renovated of installed
compliant  software.  Test of  compliant  software  is underway  with  estimated
completion of 95% with and estimated completion date of June 30, 1999.

The Company is in the process of  finalizing  contingency  plans for all mission
critical  functions.  These contingency plans will be in place by June 30, 1999.
However,  we will  continue to revise  these plans as vendors  certify Year 2000
compliance throughout 1999.

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 and tested.  Those found not  compliant  will be
modified or replaced with a compliant product. It is estimated this phase is 95%
complete and the estimated completion date is June 30, 1999.

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 estimates equipment and software costs required to make
its current  operation year 2000 compliant to be $57,500.  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 increased  provisions to the allowance
for loan and lease losses will reflect any additional exposure to the Company.

Part II-OTHER INFORMATION
Item 1.  Legal Proceedings

              None

Item 2.  Changes in Securities

             None

Item 3.  Defaults upon Senior Securities

             None

Item 4.  Submission of Matters to a Vote of Security Holders

            None

Item 5.  Other Information

             None

Item 6.  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, 1998, 1997, 1996

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  subsidiary,  First Banking  Center.  First Banking
Center  includes the accounts of its wholly  owned  subsidiary,  FBC-Burlington,
Inc. and FBC Financial Services Corp. 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 the
income of its wholly owned subsidiary.  The subsidiary Bank grants agribusiness,
commercial,  residential and consumer loans, accepts deposits and provides trust
services to customers primarily in southeastern and south central Wisconsin. The
subsidiary Bank is subject to competition from other financial  institutions and
nonfinancial institutions providing financial products. Additionally the Company
and the subsidiary  Bank 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 are defined as
those amounts included in the balance sheet caption "cash and due from banks."

The subsidiary Bank maintains amounts due from banks which, at times, may exceed
federally insured limits.  The subsidiary Bank has 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  Bank  intends  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 Bank's 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. Mortgage loans held for sale:
Mortgage  loans  originated  and intended for sale in the  secondary  market are
carried at the lower of cost or  estimated  market value in the  aggregate.  Net
unrealized  losses are  recognized  through a valuation  allowance by charges to
income. All sales are made without recourse. 

8. 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 for loan losses is adequate to cover probable  credit losses  relating
to specifically  identified loans, as well as probable credit losses inherent in
the balance of the loan portfolio. In accordance with FASB Statements 5 and 114,
the  allowance is provided for losses that have been  incurred as of the balance
sheet  date.  The  allowance  is  based  on past  events  and  current  economic
conditions,  and does not include  the  effects of  expected  losses on specific
loans or groups of loans that are related to future  events or expected  changes
in economic conditions.  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 bank 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.  

9.  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.

10. 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.

11.      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.

12. 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.  

13.  Off-balance-sheet financial instruments:
In the  ordinary  course  of  business  the  subsidiary  Bank has  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.

14.      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.

15. 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.

16.      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.

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 due from  banks  
                Federal funds sold  
                Interest-bearing deposits in banks 
                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 certificates 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 
                Other borrowings

         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  consist of
nonfee-producing,  variable rate commitments, the Company had determined it does
not have a distinguishable fair value.



<PAGE>



                   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.





May 10, 1999
                     --------------------------------------
Date                 Brantly Chappell
                     President & Chief Executive Officer






May 10, 1999
                     --------------------------------------
Date                 James Schuster
                     Chief Financial Officer
[{"type": "10-Q", "sequence": "1", "description": "10-Q FOR THE PERIOD ENDED MARCH 31, 1999", "secsgml_size_bytes": 55714}]
{"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": "99624384"}, "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 EXCAHGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

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

For the quarterly period ended March 31, 1999

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, 1,489,156 shares outstanding.

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

                                             FIRST BANKING CENTER, INC. AND SUBSIDIARIES
                                                        BURLINGTON, WISCONSIN
                                                     CONSOLIDATED BALANCE SHEET
                                                           March 31, 1999
                                                                 vs
                                                          December 31, 1998
                                                       (Amounts in Thousands)
3/31/99             12/31/98
ASSETS:
  Cash and due from banks                                                                             $11,603              $18,013
  Federal funds sold                                                                                    2,820                6,885
  Interest bearing deposits in banks                                                                       38                   66
  Available for sale securities - stated at fair value                                                 67,199               65,263
  Loans, less allowance for loan losses of $3,468,000 and
    $3,421,000 in 1999 and 1998 respectively                                                          262,434              261,379
  Office buildings and equipment, net                                                                   9,669                9,602
  Accrued interest receivable and other assets                                                          8,417                7,923
                                                                                              -------------------------------------

      TOTAL ASSETS                                                                                   $362,180             $369,131
                                                                                              =====================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Deposits:
    Demand                                                                                            $41,059              $50,056
    Savings and NOW accounts                                                                          125,942              126,898
    Time                                                                                              109,403              105,845
                                                                                              -------------------------------------
      Total Deposits                                                                                  276,404              282,799

  Securities sold under repurchase agreements                                                          27,958               28,750
  U S Treasury note account                                                                               100                  100
  Other borrowings                                                                                     21,203               22,143
  Accrued interest and other liabilities                                                                3,826                3,444
                                                                                              -------------------------------------

      TOTAL LIABILITIES                                                                              $329,491             $337,236
                                                                                              -------------------------------------

STOCKHOLDERS' EQUITY:
  Common Stock,  $1.00 par value  3,000,000  shares  authorized;  1,489,156  and
    1,488,631 shares issued and outstanding as
    of March 31, 1999 and December 31, 1998 resceptively                                               $1,489               $1,489
  Surplus                                                                                               4,323                4,312
  Retained Earnings                                                                                    26,381               25,431
                                                                                              -------------------------------------
                                                                                                       32,193               31,232
  Accumulated other comprehensive income                                                                  496                  663
                                                                                              -------------------------------------

      TOTAL STOCKHOLDERS' EQUITY                                                                      $32,689              $31,895
                                                                                              -------------------------------------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                     $362,180             $369,131
                                                                                              =====================================
FIRST BANKING CENTER, INC. AND SUBSIDIARIES
                                                        BURLINGTON, WISCONSIN
                                                  CONSOLIDATED STATEMENT OF INCOME
                                                    as of March 31, 1999 and 1998
                                                       (Amounts in Thousands)
Quarter-to-Date                      Year-to-Date

                                                                     3/31/99         3/31/98         3/31/99           3/31/98
INTEREST INCOME:
  Interest and fees on loans                                         $5,715          $5,092          $5,715            $5,092
  Interest on securities:
    Taxable                                                             659             649             659               649
    Tax-exempt                                                          296             311             296               311
  Interest on federal funds sold                                         41              41              41                41
  Interest on deposits in banks                                           1              12               1                12
                                                              ---------------------------------------------------------------------
      TOTAL INTEREST INCOME                                           6,712           6,105           6,712             6,105
                                                              ---------------------------------------------------------------------
INTEREST EXPENSE:
  Interest on deposits                                                2,435           2,475           2,435             2,475
  Int on fed funds purch. and securities
    sold under agreements to repurchase                                 338             321             338               321
  Int on U S Treasury Note Account                                        1               6               1                 6
  Int on other borrowings                                               292             197             292               197
                                                              ---------------------------------------------------------------------
      TOTAL INTEREST EXPENSE                                          3,066           2,999           3,066              2,999
                                                              ---------------------------------------------------------------------
      NET INTEREST INCOME                                             3,646           3,106           3,646              3,106
  Provision for loan losses                                              83              83              83                 83
                                                              ---------------------------------------------------------------------
      NET INT. INC. AFTER PROVISION
        FOR LOAN LOSSES                                               3,563           3,023           3,563              3,023
                                                              ---------------------------------------------------------------------
Noninterest income:
  Trust department income                                                90              89              90                 89
  Service charges on deposits                                           275             261             275                261
  Invest. security gains/(losses)                                         0               0               0                  0
  Other income                                                          241             239             241                239
                                                              ---------------------------------------------------------------------
      TOTAL NONINTEREST INCOME                                          606             589             606                589
                                                              ---------------------------------------------------------------------
Noninterest expense:
  Salary and employee benefits                                        1,563           1,385           1,563              1,385
  Occupancy expense                                                     223             187             223                187
  Equipment expense                                                     281             267             281                267
  Computer services                                                     128             112             128                112
  Other expense                                                         609             606             609                606
                                                              ---------------------------------------------------------------------
      TOTAL NONINTEREST EXPENSE                                       2,804           2,557           2,804              2,557
                                                              ---------------------------------------------------------------------
      INCOME BEFORE INCOME TAXES                                      1,365           1,055           1,365              1,055
  Income taxes                                                          415             294             415                294
                                                              ---------------------------------------------------------------------
      NET INCOME                                                       $950            $761            $950               $761
                                                              =====================================================================
      Earnings per share:
        Basic                                                         $0.64           $0.51           $0.64              $0.51
        Diluted                                                       $0.61           $0.51           $0.61              $0.51
      Weighted average shares outstanding                         1,488,904       1,484,786       1,488,904          1,484,786
FIRST BANKING CENTER, INC. AND SUBSIDIARIES
                                                        BURLINGTON, WISCONSIN
                                                  CONSOLIDATED STATEMENT OF CHANGES
                                                IN COMPONENTS OF STOCKHOLDERS' EQUITY
                                                        As of March 31, 1999
                                                       (Amounts in Thousands)
Accumulated
                                                                                                other
                                          Common                   Retained        Treasury    comprehensive
                                          Stock     Surplus        Earnings        Stock       income(loss)           Total
                                    -------------------------------------------------------------------------------------------
Balance, December 31, 1997                $1,485     $4,221         $22,846              $0             $368          $28,920
                                                                                                                  -------------
  Comprehensive income:
    Net income - 1998                          -          -             761               -                -              761
    Change in net unrealized gain(loss)
      on securities available for sale,
      net of reclassification adjustment
      and tax effects                          -          -               -               -               21               21
                                                                                                                  -------------

        Total comprehensive income                                                                                        782
                                                                                                                  -------------

  Cash dividend paid-$.00 per share            -          -               -               -                -                0
  Issuance of 100 new shares of stock
    for the exercise of stock options          -          2               -               -                -                2
                                    -------------------------------------------------------------------------------------------

Balance March 31, 1998                    $1,485     $4,223         $23,607              $0             $389          $29,704
                                    ===========================================================================================

Balance, December 31, 1998                $1,489     $4,312         $25,431              $0             $663          $31,895
  Comprehensive income:
    Net income - 1999                          -          -             950               -                -              950
    Change in net unrealized gain(loss)
      on securities available for sale,
      net of reclassification adjustment
      and tax effects                          -          -               -               -             (167)            (167)
                                                                                                                  -------------

        Total comprehensive income                                                                                        783
                                                                                                                  -------------

  Cash dividend paid-$.00 per share            -          -               -               -                 -                -
  Issuance of 525 new shares of stock
    for the exercise of stock options          -         11               -               -                 -               11
                                    --------------------------------------------------------------------------------------------

Balance March 31, 1999                    $1,489     $4,323         $26,381              $0              $496           $32,689
                                    ============================================================================================
FIRST BANKING CENTER, INC. AND SUBSIDIARIES
                                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                        BURLINGTON, WISCONSIN
                                                Y-T-D ending March 31, 1999 and 1998
                                          Increase (decrease) in Cash and Cash Equivalents
                                                       (Amounts in Thousands)
1999                 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                                                       $950                 $761
                                                                                               ------------------------------------
Adjustments  to  reconcile   net  income  to  net  cash  provided  by  operating
  activities:
    Depreciation                                                                                      221                  220
    Provision for loan losses                                                                          83                   83
    Gain on sale of loans                                                                               0                    0
    Loss on disposal of office building and equipment                                                   0                    0
    Gain on sale of other real estate owned                                                             0                    0
    Provision for deferred taxes                                                                       14                    0
    Amortization and accretion of bond
      premiums and discounts - net                                                                    (27)                  16
    Amortization of excess cost over equity in
      underlying net assets of subsidiary                                                              26                   26
    Investment securities (gains) losses                                                                0                    0
    (Increase) decrease in assets:
      Interest receivable                                                                            (167)                 (64)
      Other assets                                                                                   (280)                 (87)
    Increase (decrease) in liabilities:
      Taxes payable                                                                                   465                  235
      Interest payable                                                                               (100)                  27
      Other liabilities                                                                                17                  (74)
                                                                                                -----------------------------------
        TOTAL ADJUSTMENTS                                                                             252                  382
        NET CASH PROVIDED FROM OPERATING ACTIVITIES                                                $1,202               $1,143
                                                                                                -----------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Net (increase) decrease in interest-bearing deposits                                              $28                  $69
    Net (increase) decrease in federal funds sold                                                   4,065               (2,888)
    Proceeds from sales of available for sale securities                                            2,500                    0
    Proceeds from maturities of available for sale securities                                      44,851               55,886
    Purchase of available for sale securities                                                     (49,514)             (45,838)
    Net (increase) decrease in loans                                                               (1,138)              (9,901)
    Purchase of office buildings and equipment                                                       (288)                (440)
    Proceeds from sale of officebuilding and equipment                                                  0                    0
    Proceeds from sale of other real estate owned                                                       0                    0
                                                                                                -----------------------------------
        NET CASH USED IN INVESTING ACTIVITIES                                                        $504              ($3,112)
                                                                                                -----------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Net increase (decrease) in deposits                                                           ($6,395)               ($606)
    Dividends paid                                                                                      0                    0
    Net increase (decrease) in other borrowings                                                      (940)               3,573
    Net increase (decrease) in U S Treasury Note Account                                                0                    0
    Net increase (decrease) in securities sold under
      repurchase agreements                                                                           (792)              (6,739)
    Proceeds from stock options exercised                                                               11                    2
                                                                                                 ----------------------------------
        NET CASH PROVIDED BY FINANCING ACTIVITIES                                                   ($8,116)             ($3,770)
                                                                                                 ----------------------------------

    Net increase (decrease) in cash                                                                  (6,410)              (5,739)

Cash at beginning of year                                                                            18,013               16,286
                                                                                                 ----------------------------------

Cash at end of quarter                                                                              $11,603              $13,435
                                                                                                 ==================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid (received) during the year for:
    Interest                                                                                         $3,166               $2,981
                                                                                                 ==================================

    Income taxes                                                                                       ($95)                 $75
                                                                                                 ==================================

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
  FINANCING ACTIVITIES:
    Securities held for investment reclassified to
      available for sale securities                                                                      $0                   $0
                                                                                                 ==================================
    Net change in unrealized gain(loss) on available
      for sale securities                                                                             ($167)                 $21
                                                                                                 ==================================
FIRST BANKING CENTER, INC AND SUBSIDIARIES
                              BURLINGTON, WISCONSIN
                    NOTE TO CONSOLIDATE FINANCIAL STATEMENTS
                              As of March 31, 1999

Note 1.  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 1998 First Banking Center,  Inc.
(the "Company")  annual report which is  incorporated  by reference  herein (see
exhibit A).
Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

                   FIRST BANKING CENTER, INC AND SUBSIDIARIES
                              BURLINGTON, WISCONSIN
                       MANAGEMENTS DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                              As of March 31, 1999

The following discussion provides additional analysis of the financial condition
and results of  operations of the Company for the  year-to-date  ended March 31,
1999.  This  discussion  focuses on the  significant  factors that  affected the
Company's  earnings so far in 1999,  with  comparisons  to 1998. As of March 31,
1999,  First Banking  Center (the "Bank") was the only direct  subsidiary of the
Company and its operations  contributed  nearly all of the revenue for the year.
The Company provides various support functions for the Bank and receives payment
from the Bank for these services.  These  inter-company  payments are eliminated
for the purpose of these  consolidated  financial  statements.  The Bank has two
wholly owned  subsidiaries,  FBC  Financial  Services,  Corp.,  a brokerage  and
financial  services  subsidiary,   and  FBC  Burlington,   Inc.,  an  investment
subsidiary located in Nevada.

Overview

As of March 31, 1999,  total Company assets were $362.1 million  decreasing 1.9%
from $369.1 million as of December 31, 1998. Total income for first quarter 1999
was $950 thousand or $.64 per share, increasing 19.9% from $761 thousand or $.51
per share in the first quarter of 1998. The  significant  items resulting in the
above-mentioned results are discussed below.

Balance sheet analysis

Loans

As of March 31, 1999,  loans  outstanding were $265.9 million for an increase of
$1.1  million or .4% from  December 31, 1998.  During this  three-month  period,
Residential Real Estate loans decreased $4.4 million, and Commercial Real Estate
loans increased $700 thousand or 4.6% and 1.0% respectively.  At March 31, 1999,
Construction and Land Development  loans were at $29.2 million or 10.9% of total
loans,  Residential  Real Estate  loans were at $91.7  million or 34.5% of total
loans,  Commercial  loans  were at $43.4  million or 16.3% of total  loans,  and
Commercial Real Estate loans were at $68.4 million or 25.7% of total loans.

Allowance for Loan Losses

The  allowance for possible loan losses was $3.5 million or 1.30% of gross loans
on March  31,  1999,  compared  with  $3.4  million  or 1.29% of gross  loans on
December 31, 1998. Net charge-offs for the three-month  period were $40 thousand
or .015% of gross loans,  compared to net  recoveries of $4 thousand or .002% of
gross loans for 1998. As of March 31, 1999, loans on non-accrual  status totaled
$1.4  million or .52% of gross loans  compared to $1.5  million or .57% of gross
loans on December 31, 1998. The non-accrual  loans  consisted  primarily of $1.2
million of  residential  real estate  loans and $103  thousand  of  agricultural
loans.  On March 31, 1999, the ratio of  non-accrual  loans to the allowance for
loan losses was 40.0% compared to 43.8% on December 31, 1998.

The Bank  evaluates  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
loss is  maintained  at a level  management  considers  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.  Management also
considers  reports  of  examinations  furnished  by State  and  Federal  banking
authorities in this regard.

During the three month period ended March 31, 1999, $83 thousand was charged to
current earnings and added to the allowance for loan losses.

Investments securities - Available for Sale

The securities  available-for-sale portfolio increased $1.9 million or 2.8% from
December 31, 1998 to March 31, 1999.  The majority of the increase came from the
purchase of U.S. Government Agency securities.

Deposits and Borrowed Funds

As of March 31, 1999, total deposits were $276.4 million, which is a decrease of
$6.3 million or 2.3% from December 31, 1998.  Money Market and Savings  Deposits
increased $5.1 million or 5.0% to $102.9 million. Demand Deposits decreased $8.7
million or 21.1% to $41.3 million. Securities sold under agreement to repurchase
and Certificates of Deposits  increased $2.6 million or 2.2%.  Federal Home Loan
Borrowings decreased $940 thousand or 4.56% since December 31, 1998.

Capital resources

During the first quarter of 1999, the Company's  stockholders'  equity increased
$798 thousand or 2.4%.  Net income of $950 thousand was the primary  reasons for
the increase in equity.

In December 1990,  the Federal  Reserve  Board's  risk-based  guidelines  became
effective.  Under these  guidelines  capital is measured  against the  Company's
subsidiary  bank's  risk-weighted  assets.  The Company's tier 1 capital (common
stockholders'  equity less goodwill) to risk-weighted  assets was 11.2% at March
31, l999,  well above the 4% minimum  required.  Total capital to  risk-adjusted
assets was 12.4%, also well above the 8% minimum requirement. The leverage ratio
was at 8.5%  compared to the 4% minimum  requirement.  According to FDIC capital
guidelines, the Company is considered to be "well capitalized."

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  Bank  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 Bank's  strategy with respect to  asset/liability  management is to maximize
net  interest  income  while  limiting  its  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.  It is the  Bank's  desire to
maintain a cumulative GAP of positive or negative 15% of rate  sensitive  assets
at the one-year time frame.  The current  percentage  is 0.0% which  compares to
negative 1% as of December 31, 1998.

Liquidity

The liquidity position of the Company is managed to ensure 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,  Federal  Funds  Sold,  as  well  as,  maintaining  a full  line  of
competitively priced deposit and short-term borrowing products. The Bank is also
a member of the Federal Home Loan Bank system,  which  provides the Company with
an additional source of liquidity. The Bank is authorized to borrow up to 60% of
the book value of its 1-4 family  real  estate  mortgages  secured by a security
agreement  pledging the Bank's 1-4 family real estate  mortgages with a carrying
value of $91.7  million.  During the  three-month  period of March 31, 1999, the
Company's loan to deposit ratio increased from 92% to 95%. This increase was due
to an increase in loans of $1.1  million or .4% while  deposits  decreased  $6.3
million or 2.3%.  The  additional  funding  for the  increase in loans came from
a decrease in cash.

While liquidity within the banking industry  continues to tighten  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, capital resources, or operations.

Results of operations

Net Interest Income

Net interest income is the difference  between interest income and fees on loans
and interest expense,  and is the largest  contributing factor to net income for
the  Company.  All  discussions  of rate are on a  tax-equivalent  basis,  which
accounts for income earned on  securities  that are not fully subject to federal
taxes. Net interest income for the three-month  period ended March 31, 1999, was
$3.6 million, increasing 14.8% over the 1998 level of $3.1 million. Net interest
income as a percentage  of average  earning  assets was 4.47% for first  quarter
1999, versus 4.19% for first quarter 1998.

Total  interest  income  increased  $607  thousand  as  average  earning  assets
increased from $308.8 million to $339.1 million or 9.82%. The yields on interest
earning asset decreased from 8.11% to 8.09%.

The increase in interest  income for the period  ended March 31,  1999,  was due
primarily  to an increase in interest  and fees on loans.  Interest  and fees on
loans  increased to $5.7 million or 10.9% from $5.1. The increase in loan income
was the  result  of a  $17.9  million  or  6.8%  increase  in  average  balances
outstanding and an increase in fees collected on loans.  Fees collected on loans
were  $388  thousand,   increasing  44.4%  over  1998  fees  of  $216  thousand.
Residential  real  estate  loans sold on the  secondary  market were the primary
reason for the increase in fees.

Total  interest  expense  increased  $67  thousand.  This increase was due to an
increase in average  interest  bearing deposits of $14.8 million or 6.72% and an
increase in average Federal Home Loan  Borrowings of $4.9 million or 30.2%.  The
cost of all interest bearing liabilities decreased from 4.69% to 4.30%.

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 period  ended March 31,  1999,  $83  thousand  was charged to current
earnings and added to the allowance for loan losses.

Non-interest income

Non-interest  income  increased $17 thousand or 2.8% from 1998. This increase is
due  primarily to increased  income from  service  charges on deposit  accounts,
which increased $14 thousand or 5.9%.

Non-interest expense

Non-interest  expense increased from $2.6 million to $2.8 million an increase of
$247 thousand or 8.8%.  Salaries and benefits  increased $178 thousand or 11.4%,
equipment  expense increased $14 thousand or 5%, and occupancy expense increased
$36 thousand or 16.1%.

Year 2000 Assessment

The Company 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.

The Board of  Directors  oversees  the  Company's  Year 2000  efforts and senior
management reports to the Board on at least a quarterly basis the Company's Year
2000 progress.  Early in 1998, 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 vendors have  identified and renovated of installed
compliant  software.  Test of  compliant  software  is underway  with  estimated
completion of 95% with and estimated completion date of June 30, 1999.

The Company is in the process of  finalizing  contingency  plans for all mission
critical  functions.  These contingency plans will be in place by June 30, 1999.
However,  we will  continue to revise  these plans as vendors  certify Year 2000
compliance throughout 1999.

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 and tested.  Those found not  compliant  will be
modified or replaced with a compliant product. It is estimated this phase is 95%
complete and the estimated completion date is June 30, 1999.

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 estimates equipment and software costs required to make
its current  operation year 2000 compliant to be $57,500.  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 increased  provisions to the allowance
for loan and lease losses will reflect any additional exposure to the Company.

Part II-OTHER INFORMATION
Item 1.  Legal Proceedings

              None

Item 2.  Changes in Securities

             None

Item 3.  Defaults upon Senior Securities

             None

Item 4.  Submission of Matters to a Vote of Security Holders

            None

Item 5.  Other Information

             None

Item 6.  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, 1998, 1997, 1996

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  subsidiary,  First Banking  Center.  First Banking
Center  includes the accounts of its wholly  owned  subsidiary,  FBC-Burlington,
Inc. and FBC Financial Services Corp. 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 the
income of its wholly owned subsidiary.  The subsidiary Bank grants agribusiness,
commercial,  residential and consumer loans, accepts deposits and provides trust
services to customers primarily in southeastern and south central Wisconsin. The
subsidiary Bank is subject to competition from other financial  institutions and
nonfinancial institutions providing financial products. Additionally the Company
and the subsidiary  Bank 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 are defined as
those amounts included in the balance sheet caption "cash and due from banks."

The subsidiary Bank maintains amounts due from banks which, at times, may exceed
federally insured limits.  The subsidiary Bank has 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  Bank  intends  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 Bank's 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. Mortgage loans held for sale:
Mortgage  loans  originated  and intended for sale in the  secondary  market are
carried at the lower of cost or  estimated  market value in the  aggregate.  Net
unrealized  losses are  recognized  through a valuation  allowance by charges to
income. All sales are made without recourse. 

8. 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 for loan losses is adequate to cover probable  credit losses  relating
to specifically  identified loans, as well as probable credit losses inherent in
the balance of the loan portfolio. In accordance with FASB Statements 5 and 114,
the  allowance is provided for losses that have been  incurred as of the balance
sheet  date.  The  allowance  is  based  on past  events  and  current  economic
conditions,  and does not include  the  effects of  expected  losses on specific
loans or groups of loans that are related to future  events or expected  changes
in economic conditions.  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 bank 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.  

9.  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.

10. 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.

11.      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.

12. 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.  

13.  Off-balance-sheet financial instruments:
In the  ordinary  course  of  business  the  subsidiary  Bank has  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.

14.      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.

15. 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.

16.      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.

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 due from  banks  
                Federal funds sold  
                Interest-bearing deposits in banks 
                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 certificates 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 
                Other borrowings

         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  consist 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.

May 10, 1999
                     --------------------------------------
Date                 Brantly Chappell
                     President & Chief Executive Officer

May 10, 1999
                     --------------------------------------
Date                 James Schuster
                     Chief Financial Officer