As filed with the Securities and Exchange Commission on October 25, 1999
                                                    Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                        FIRST OAK BROOK BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                     36-3220778
        (State of incorporation) (I.R.S. Employer Identification Number)

                1400 SIXTEENTH STREET, OAK BROOK, ILLINOIS 60523
                    (Address of principal executive offices,
                               including zip code)

                        FIRST OAK BROOK BANCSHARES, INC.
                              DIRECTORS STOCK PLAN
                            (Full title of the Plan)

                             RICHARD M. RIESER, JR.
                                    PRESIDENT
                        FIRST OAK BROOK BANCSHARES, INC.
                              1400 SIXTEENTH STREET
                            OAK BROOK, ILLINOIS 60523
                                 (630) 571-1050
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                   Copies to:

  WILLIAM E. NAVOLIO, ESQ.                          THOMAS P. DESMOND, ESQ.
      GENERAL COUNSEL                         VEDDER, PRICE, KAUFMAN & KAMMHOLZ
FIRST OAK BROOK BANCSHARES, INC.            222 NORTH LASALLE STREET, SUITE 2600
   1400 SIXTEENTH STREET                          CHICAGO, ILLINOIS 60601-1003
 OAK BROOK, ILLINOIS 60523                               (312) 609-7647
     (630) 571-1050

                         CALCULATION OF REGISTRATION FEE

<TABLE>
===================================================================================================================================
<S>                                     <C>                 <C>                      <C>                      <C>
                                                             PROPOSED MAXIMUM        PROPOSED MAXIMUM
        TITLE OF SECURITIES             AMOUNT TO BE             OFFERING                AGGREGATE               AMOUNT OF
          TO BE REGISTERED              REGISTERED(1)       PRICE PER SHARE(2)       OFFERING PRICE(2)      REGISTRATION FEE(2)
--------------------------------------------------------- ----------------------- ----------------------- -----------------------
Common Stock $2 par value,               25,000 shs               $18.25                 $456,250                 $126.84
   including related preferred share
   purchase rights..................
========================================================= ======================= ======================= =======================

(1)  Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for
     issuance pursuant to the Plan as a result of any future stock split, stock dividend or similar adjustment of the outstanding
     Common Stock or Class A Common Stock of the Company.
(2)  Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) based upon the average of the
     high and low sales prices for the Common Stock reported on the Nasdaq National Market System as of October 19, 1999.
====================================================================================================================================
</TABLE>

<PAGE>

                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS


     This Registration Statement relates to the registration of 25,000
shares of Common Stock, $2 par value per share, including related preferred
share purchase rights, of First Oak Brook Bancshares, Inc. (the "Registrant")
reserved for issuance and delivery under the First Oak Brook Bancshares, Inc.
Directors Stock Plan (the "Plan"). The documents containing the information
required by this section will be given to directors participating in the Plan
and are not required to be filed with the Commission as a part of the
Registration Statement or as an Exhibit.

                                        1

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents of the Registrant filed or to be filed with the
Commission are incorporated herein by reference:

     (a)  Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998.

     (b)  All other reports filed by Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since December 31, 1998.

     (c)  The description of the Common Stock, $2 par value, and the Class A
Common Stock, $2 par value, and related preferred share purchase rights, of the
Registrant contained in the Registrant's Registration Statement on Amendment No.
1 to Form 8-A filed with the Commission on or about May 6, 1999 pursuant to
Section 12 of the Securities Exchange Act of 1934, and the description of the
preferred share purchase rights of the Registrant's Registration Statement on
Form 8-A filed with the Commission on or about May 21, 1999, pursuant to Section
12 of the Securities Exchange Act of 1934, and all amendments and reports filed
by the Registrant for the purpose of updating such descriptions.

     In addition, each document or report subsequently filed by the Registrant
with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement, but prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement. Each document or report incorporated into this
Registration Statement by reference shall be deemed to be a part of this
Registration Statement from the date of the filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement or by any subsequently filed amendment to this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the shares of Common Stock and Class A Common Stock
registered hereby is being passed upon for the Registrant by William E. Navolio,
Vice President, General Counsel and Secretary of the Registrant. Mr. Navolio is
the beneficial owner of less than 1% of the outstanding shares of Common Stock
and Class A Common Stock, including shares which may be purchased pursuant to
options granted under the Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law, as amended, grants
the Registrant broad powers to indemnify any person in connection with legal
proceedings brought against him by reason of his present or past status as an
officer or director of the Registrant, provided that the person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Registrant, and with respect to any criminal action or
proceeding, had no reasonable cause to believe this conduct was unlawful. This
statute also gives the Registrant broad power to indemnify any such person
against expenses in connection with any action by or in the right of the
Registrant provided the person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Registrant except
that no indemnification may be made if such person is adjudged to be liable to
the Registrant unless and only to the extent the court in which such action was
brought determines upon application that, despite such adjudication, but in view
of all the circumstances of the case, the person is fairly and reasonably
entitled

                                        2

<PAGE>

to such indemnity as the court deems proper. In addition, to the extent that any
such person is successful in the defense of any such legal proceeding, the
Registrant is required by statute to indemnify him against expenses, including
attorneys' fees, that are actually and reasonably incurred by him in connection
therewith.

     The effect of the foregoing provisions of the General Corporation Law
of the State of Delaware and the Registrant's Amended and Restated By-laws would
be to permit such indemnification by the Registrant for liabilities arising
under the Securities Act of 1933.

ITEM 7.  EXCEPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     See Exhibit Index.

ITEM 9.  UNDERTAKINGS.

     (a)  RULE 415 OFFERING.

     The undersigned Registrant hereby undertakes:

          (1)  To file during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

          (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.

     (b)  FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.

          The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (h)  FILING OF REGISTRATION STATEMENT ON FORM S-8.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        3

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Village of Oak Brook, State of Illinois on the 22nd day
of October, 1999.

                                      FIRST OAK BROOK BANCSHARES, INC.


                                      By:  /s/ RICHARD M. RIESER, JR.
                                           --------------------------
                                           Richard M. Rieser, Jr., President


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard M. Rieser, Jr., William E.
Navolio and Rosemarie Bouman, and each of them, as true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his/her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<S>                                          <C>                                          <C>
SIGNATURE                                                   TITLE                                DATE
---------                                                   -----                                ----

 /s/ EUGENE P. HEYTOW                        Chairman of the Board, Chief Executive        October 22, 1999
-----------------------------                        Officer and Director
Eugene P. Heytow

 /s/ RICHARD M. RIESER, JR.                          President and Director                October 22, 1999
-----------------------------
Richard M. Rieser, Jr.

 /s/ FRANK M. PARIS                              Vice Chairman of the Board and            October 22, 1999
-----------------------------                              Director
Frank M. Paris

 /s/ MIRIAM LUTWAK FITZGERALD                              Director                        October 22, 1999
-----------------------------
Miriam Lutwak Fitzgerald

 /s/ GEOFFREY R. STONE                                     Director                        October 22, 1999
-----------------------------
Geoffrey R. Stone

 /s/ ROBERT M. WROBEL                                      Director                        October 22, 1999
-----------------------------
Robert M. Wrobel

 /s/ MICHAEL L. STEIN                                      Director                        October 22, 1999
-----------------------------
Michael L. Stein

                                        4

<PAGE>

SIGNATURE                                                   TITLE                                DATE
---------                                                   -----                                ----

 /s/ STUART I. GREENBAUM                                   Director                       October 22, 1999
-----------------------------
Stuart I. Greenbaum

 /s/ ROSEMARIE BOUMAN                         Vice President and Chief Financial          October 22, 1999
-----------------------------                  Officer (Principal Financial and
Rosemarie Bouman                                     Accounting Officer)

</TABLE>
                                        5
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT
NUMBER              DESCRIPTION OF EXHIBIT
------              ----------------------
 4.1                First Oak Brook Bancshares, Inc. Directors Stock Plan
 5                  Opinion of William E. Navolio, Esq.
23.1                Consent of William E. Navolio, Esq. (included in Exhibit 5)
23.2                Consent of KPMG LLP
23.3                Consent of Ernst & Young LLP
24                  Power of Attorney (included on the signature pages of this
                    Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17075}]
{"company-data": {"conformed-name": "FIRST OAK BROOK BANCSHARES INC", "cik": "0000717837", "assigned-sic": "6022", "irs-number": "363220778", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89647", "film-number": "99733242"}, "business-address": {"street1": "1400 16TH ST", "city": "OAK BROOK", "state": "IL", "zip": "60523", "phone": "6305711050"}, "mail-address": {"street1": "1400 16TH ST", "city": "OAK BROOK", "state": "IL", "zip": "60523"}, "former-company": {"former-conformed-name": "FIRST OAK BANCSHARES", "date-changed": "19970407"}}
As filed with the Securities and Exchange Commission on October 25, 1999
                                                    Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                        FIRST OAK BROOK BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                     36-3220778
        (State of incorporation) (I.R.S. Employer Identification Number)

                1400 SIXTEENTH STREET, OAK BROOK, ILLINOIS 60523
                    (Address of principal executive offices,
                               including zip code)

                        FIRST OAK BROOK BANCSHARES, INC.
                              DIRECTORS STOCK PLAN
                            (Full title of the Plan)

                             RICHARD M. RIESER, JR.
                                    PRESIDENT
                        FIRST OAK BROOK BANCSHARES, INC.
                              1400 SIXTEENTH STREET
                            OAK BROOK, ILLINOIS 60523
                                 (630) 571-1050
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                   Copies to:

  WILLIAM E. NAVOLIO, ESQ.                          THOMAS P. DESMOND, ESQ.
      GENERAL COUNSEL                         VEDDER, PRICE, KAUFMAN & KAMMHOLZ
FIRST OAK BROOK BANCSHARES, INC.            222 NORTH LASALLE STREET, SUITE 2600
   1400 SIXTEENTH STREET                          CHICAGO, ILLINOIS 60601-1003
 OAK BROOK, ILLINOIS 60523                               (312) 609-7647
     (630) 571-1050

                         CALCULATION OF REGISTRATION FEE

===================================================================================================================================
PROPOSED MAXIMUM        PROPOSED MAXIMUM
        TITLE OF SECURITIES             AMOUNT TO BE             OFFERING                AGGREGATE               AMOUNT OF
          TO BE REGISTERED              REGISTERED(1)       PRICE PER SHARE(2)       OFFERING PRICE(2)      REGISTRATION FEE(2)
--------------------------------------------------------- ----------------------- ----------------------- -----------------------
Common Stock $2 par value,               25,000 shs               $18.25                 $456,250                 $126.84
   including related preferred share
   purchase rights..................
========================================================= ======================= ======================= =======================

(1)  Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for
     issuance pursuant to the Plan as a result of any future stock split, stock dividend or similar adjustment of the outstanding
     Common Stock or Class A Common Stock of the Company.
(2)  Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) based upon the average of the
     high and low sales prices for the Common Stock reported on the Nasdaq National Market System as of October 19, 1999.
====================================================================================================================================
PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS

     This Registration Statement relates to the registration of 25,000
shares of Common Stock, $2 par value per share, including related preferred
share purchase rights, of First Oak Brook Bancshares, Inc. (the "Registrant")
reserved for issuance and delivery under the First Oak Brook Bancshares, Inc.
Directors Stock Plan (the "Plan"). The documents containing the information
required by this section will be given to directors participating in the Plan
and are not required to be filed with the Commission as a part of the
Registration Statement or as an Exhibit.

                                        1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents of the Registrant filed or to be filed with the
Commission are incorporated herein by reference:

     (a)  Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998.

     (b)  All other reports filed by Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since December 31, 1998.

     (c)  The description of the Common Stock, $2 par value, and the Class A
Common Stock, $2 par value, and related preferred share purchase rights, of the
Registrant contained in the Registrant's Registration Statement on Amendment No.
1 to Form 8-A filed with the Commission on or about May 6, 1999 pursuant to
Section 12 of the Securities Exchange Act of 1934, and the description of the
preferred share purchase rights of the Registrant's Registration Statement on
Form 8-A filed with the Commission on or about May 21, 1999, pursuant to Section
12 of the Securities Exchange Act of 1934, and all amendments and reports filed
by the Registrant for the purpose of updating such descriptions.

     In addition, each document or report subsequently filed by the Registrant
with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c),
14, and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement, but prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement. Each document or report incorporated into this
Registration Statement by reference shall be deemed to be a part of this
Registration Statement from the date of the filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement or by any subsequently filed amendment to this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the shares of Common Stock and Class A Common Stock
registered hereby is being passed upon for the Registrant by William E. Navolio,
Vice President, General Counsel and Secretary of the Registrant. Mr. Navolio is
the beneficial owner of less than 1% of the outstanding shares of Common Stock
and Class A Common Stock, including shares which may be purchased pursuant to
options granted under the Plan.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law, as amended, grants
the Registrant broad powers to indemnify any person in connection with legal
proceedings brought against him by reason of his present or past status as an
officer or director of the Registrant, provided that the person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Registrant, and with respect to any criminal action or
proceeding, had no reasonable cause to believe this conduct was unlawful. This
statute also gives the Registrant broad power to indemnify any such person
against expenses in connection with any action by or in the right of the
Registrant provided the person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Registrant except
that no indemnification may be made if such person is adjudged to be liable to
the Registrant unless and only to the extent the court in which such action was
brought determines upon application that, despite such adjudication, but in view
of all the circumstances of the case, the person is fairly and reasonably
entitled

                                        2
to such indemnity as the court deems proper. In addition, to the extent that any
such person is successful in the defense of any such legal proceeding, the
Registrant is required by statute to indemnify him against expenses, including
attorneys' fees, that are actually and reasonably incurred by him in connection
therewith.

     The effect of the foregoing provisions of the General Corporation Law
of the State of Delaware and the Registrant's Amended and Restated By-laws would
be to permit such indemnification by the Registrant for liabilities arising
under the Securities Act of 1933.

ITEM 7.  EXCEPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     See Exhibit Index.

ITEM 9.  UNDERTAKINGS.

     (a)  RULE 415 OFFERING.

     The undersigned Registrant hereby undertakes:

          (1)  To file during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

          (2)  That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.

     (b)  FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.

          The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (h)  FILING OF REGISTRATION STATEMENT ON FORM S-8.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Village of Oak Brook, State of Illinois on the 22nd day
of October, 1999.

                                      FIRST OAK BROOK BANCSHARES, INC.

                                      By:  /s/ RICHARD M. RIESER, JR.
                                           --------------------------
                                           Richard M. Rieser, Jr., President

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard M. Rieser, Jr., William E.
Navolio and Rosemarie Bouman, and each of them, as true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his/her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent or his substitute may lawfully do or cause to be
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                                                   TITLE                                DATE
---------                                                   -----                                ----

 /s/ EUGENE P. HEYTOW                        Chairman of the Board, Chief Executive        October 22, 1999
-----------------------------                        Officer and Director
Eugene P. Heytow

 /s/ RICHARD M. RIESER, JR.                          President and Director                October 22, 1999
-----------------------------
Richard M. Rieser, Jr.

 /s/ FRANK M. PARIS                              Vice Chairman of the Board and            October 22, 1999
-----------------------------                              Director
Frank M. Paris

 /s/ MIRIAM LUTWAK FITZGERALD                              Director                        October 22, 1999
-----------------------------
Miriam Lutwak Fitzgerald

 /s/ GEOFFREY R. STONE                                     Director                        October 22, 1999
-----------------------------
Geoffrey R. Stone

 /s/ ROBERT M. WROBEL                                      Director                        October 22, 1999
-----------------------------
Robert M. Wrobel

 /s/ MICHAEL L. STEIN                                      Director                        October 22, 1999
-----------------------------
Michael L. Stein

                                        4
SIGNATURE                                                   TITLE                                DATE
---------                                                   -----                                ----

 /s/ STUART I. GREENBAUM                                   Director                       October 22, 1999
-----------------------------
Stuart I. Greenbaum

 /s/ ROSEMARIE BOUMAN                         Vice President and Chief Financial          October 22, 1999
-----------------------------                  Officer (Principal Financial and
Rosemarie Bouman                                     Accounting Officer)
5
EXHIBIT INDEX

EXHIBIT
NUMBER              DESCRIPTION OF EXHIBIT
------              ----------------------
 4.1                First Oak Brook Bancshares, Inc. Directors Stock Plan
 5                  Opinion of William E. Navolio, Esq.
23.1                Consent of William E. Navolio, Esq. (included in Exhibit 5)
23.2                Consent of KPMG LLP
23.3                Consent of Ernst & Young LLP
24                  Power of Attorney (included on the signature pages of this
                    Registration Statement)