AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 1996
                                                        REGISTRATION NO. 33-


                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549




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




                    FIRST ENTERPRISE FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)




        ILLINOIS                                                36-3688499
  (State or other jurisdiction of                            (IRS Employer
  incorporation or organization)                       Identification No.)

                        500 DAVIS STREET, SUITE 1005
                          EVANSTON, ILLINOIS 60201
                  (Address, of principal executive offices)


                1992 STOCK OPTION PLAN AS AMENDED AND RESTATED

                        1995 DIRECTOR STOCK OPTION PLAN

                       1995 EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plans)

                             MR. MICHAEL P. HARRINGTON
                   CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                        FIRST ENTERPRISE FINANCIAL GROUP, INC.
                             500 DAVIS STREET, SUITE 1005
                               EVANSTON, ILLINOIS 60201
                                    (847) 866-8665
               (Name, address, including ZIP Code, and telephone number,
                        including area code, of agent for service)


                                      Copies to:

                                  HAL M. BROWN, ESQ.
                                    RUDNICK & WOLFE
                               203 NORTH LASALLE STREET
                                      SUITE 1800
                               CHICAGO, ILLINOIS  60601
                                    (312) 368-4000
                              (312) 236-7516 (TELECOPIER)




                          CALCULATION OF REGISTRATION FEE
================================================================================
Title of each class    Amount to be    Proposed         Proposed       Amount of
of securities to be    registered      maximum          maximum        regis-
registered                             offering price   aggregate      tration
                                       per share*       offering       fee
                                                        fee*
- --------------------------------------------------------------------------------
Common Stock, par
value $.01 per share   2,262,080       $5.7741          $13,061,500    $4504
================================================================================
 * Pursuant to Rule 457(c) and (h), the registration fee has been calculated
   on the basis of the actual price per share ($1.13 and $1.36) at which the
   outstanding options may be exercised, and $7.125 per share with respect to
   the remaining shares, the average of the high and low sale prices of the
   common stock on July 24, 1996, as reported on the Nasdaq Stock Market's
   National Market.

<PAGE>




 PROSPECTUS



                            2,262,080 SHARES


                             FIRST ENTERPRISE
                           FINANCIAL GROUP, INC.



                                COMMON STOCK

     First Enterprise Financial Group, Inc. (the "Company") is a specialty
 finance company engaged primarily in purchasing and servicing installment
 contracts originated by dealers for financing the sale of automobiles.
 The Company purchases installment contracts which provide financing for
 non-prime consumers.


     The shares of common stock, par value $.01 per share ("Common Stock"),
 offered hereby are being sold by the Selling Shareholders (as hereinafter
 defined).  The Company will not receive any proceeds from the sale of the
 Common Stock. The Company's Common Stock is traded on the Nasdaq Stock
 Market's National Market (the "Nasdaq National Market") under the symbol
 "FENT".




    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
        THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
         SECURITIES COMMISSION, NOR HAS THE SECURITIES AND
           EXCHANGE COMMISSION OR ANY STATE SECURITIES
          COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
            OF THIS PROSPECTUS.  ANY REPRESENTATION TO
                THE CONTRARY IS A CRIMINAL OFFENSE.







                           JULY 26, 1996
<PAGE>
     NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
 ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
 IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS
 AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
 RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE
 UNDERWRITERS.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
 SOLICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF
 COMMON STOCK OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER
 TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SHARES OF COMMON STOCK
 BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
 AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
 NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
 SUCH OFFER OR SOLICITATION.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
 ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
 IMPLICATION THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
 SUBSEQUENT TO THE DATE HEREOF.

                       AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the
 Securities Exchange Act of 1934 and in accordance therewith files reports,
 proxy statements and other information with the Commission.  Such reports
 and other information can be inspected and copied at the public reference
 facilities maintained by the Commission at Judiciary Plaza, Room 1024, 450
 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
 Offices of the Commission:  New York Regional Office, 75 Park Place, 14th
 Floor, New York, New York 10007; Chicago Regional Office, 500 W. Madison
 Street, Suite 1400, Chicago, Illinois 60661.  Copies of such material can
 be obtained from the Public Reference Section of the Commission at
 Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C.
 20549, at prescribed rates.

     The Commission maintains a Web site that contains reports, proxy and
 information statements and other information about the Company.  The
 address of the Web site maintained by the Commission is
 "http://www.sec.gov".

     The Company has filed with the Securities and Exchange Commission
 ("Commission") a Registration Statement on Form S-8 (of which this
 Prospectus is a part) under the Securities Act with respect to the
 securities offered hereby.  This Prospectus does not contain all the
 information set forth in the Registration Statement, certain portions of
 which have been omitted as permitted by the rules and regulations of the
 Commission.  Statements contained in this Prospectus as to the content of
 any contract or other document are not necessarily complete, and in each
 instance reference is made to the copy of such contract or other document
 filed as an exhibit to the Registration Statement, each such statement
 being qualified in all respects by such reference and the exhibits and
 schedules hereto.  For further information regarding the Company and the
 Common Stock offered hereby, reference is hereby made to the Registration
 Statement and to such exhibits and schedules, which can be inspected
 without charge at the principal office of the Commission at Judiciary
 Plaza, 450 Fifth Street, N.W., Washington, D.C., 20549, and copies may be
 obtained therefrom upon payment of the fees prescribed by the SEC.

     The Company will provide without charge to each person to whom this
 Prospectus is delivered, on written or oral request of such person, a copy
 (without exhibits) of any and all documents incorporated herein by
 reference.  Requests for such copies should be directed to the Secretary
 at 500 Davis Street, Suite 1005, Evanston, Illinois 60201, Telephone (847)
 866-8665.
<PAGE>
                       SELLING SHAREHOLDERS

     All of the shares of Common Stock subject to this Prospectus have been
 purchased by certain employees under the Company's 1992 Stock Option Plan.
 The following table sets forth the names of the employees of the Company
 eligible to resell Common Stock of the Company issued to them and the
 maximum number of shares that may be resold by each employee pursuant to
 this prospectus.

 EMPLOYEE            MAXIMUM SHARES
                       TO BE SOLD


 William Andrew           12,888

 Cecil L. Bice            20,620

 Gloria A. Bowers         20,620

 David P. Erfert           5,155

 Jan W. Erfert            20,620

 John A. Gaffney          20,620

 Jim Graves                5,155

 Robert J. Harker         90,216

 Arthur Hill               5,155

 John B. Parker           20,620

 Thomas G. Parker        412,416

 Tommy Powell             61,862

 Leroy Smith               5,155

 Kenneth L. Stucky       309,312

 Ted Wallace               5,155








                       PLAN OF DISTRIBUTION

     The shares may be sold from time to time by the Selling Shareholders,
 or by pledgees, donees, transferees or other successors in interest.  Such
 sales may be made on one or more exchanges or in the over-the-counter
 market or otherwise at prices and at terms then prevailing or at prices
 related to the then current market price, or in negotiated transactions.
 The shares may be sold by one or more of the following:  (a) a block trade
 in which the broker or dealer so engaged will attempt to sell the shares
 as agent but may position and resell a portion of the block as principal
 to facilitate the transaction; (b) purchases by a broker or dealer as
 principal and resale by such broker or dealer for its account pursuant to
 this prospectus; (c) an exchange distribution in accordance with the rules
 of such exchange; and (d) ordinary brokerage transactions and transactions
 in which the broker solicits purchasers.  In effecting sales, brokers or
 dealers engaged by the selling shareholders may arrange for other brokers
 or dealers to participate.  Brokers or dealers will receive commissions or
 discounts from selling shareholders in amounts to be negotiated
 immediately prior to the sale.  Such brokers or dealers and any other
 participating brokers or dealers may be deemed to be "underwriters" within
 the meaning of the Securities Act of 1933, as amended, in connection with
 such sales.


          INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents have been filed with the Commission pursuant
 to the Securities Act of 1933 and the Exchange Act of 1934 and are
 incorporated by reference and made a part of this Prospectus:

     The Company's prospectus filed with the Commission pursuant to Rule
 424(b) of the Securities Act of 1933 on July 22, 1996.

     Item 1 of the Company's registration statement on Form 8-A registering
 its Common Stock under Section 12(g) of the Securities Exchange Act of
 1934.

     All documents filed by the Company with the Commission pursuant to
 Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
 this Prospectus and prior to the termination of this offering shall be
 deemed to be incorporated by reference into this Prospectus and to be a
 part hereof from the date of filing of such documents.  Any statement
 contained in a document incorporated or deemed to be incorporated by
 reference herein or contained in this Prospectus shall be deemed to be
 supplemented, modified or superseded for purposes of this Prospectus to
 the extent that a statement contained herein or in any other subsequently
 filed document which also is or is deemed to be incorporated by reference
 herein supplements, modifies or supersedes such statement.  Any such
 statement so modified or superseded shall not be deemed to constitute a
 part of this Prospectus.


                           LEGAL MATTERS

     The validity of the shares offered hereby is being passed upon for the
 Company by Rudnick & Wolfe, Chicago, Illinois.
<PAGE>
                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


 ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     Item 1 of the Company's registration statement on Form 8-A registering
 its Common Stock under Section 12(g) of the Securities Exchange Act of
 1934 and the Company's prospectus filed with the Commission pursuant to
 Rule 424(b)  promulgated pursuant to the Securities Act of 1933 on July
 22, 1996 are incorporated herein by reference.  In addition, all reports
 and proxy statements filed by the Company pursuant to Sections 13(a),
 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
 the date hereof and prior to the filing of a post-effective amendment
 which indicates that all securities offered hereby have been sold or which
 deregisters all securities then remaining unsold, shall be deemed to be
 incorporated herein by reference and to be a part hereof from the date of
 filing of such documents.

 ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

 ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     An opinion with respect to the legality of shares of common stock
 subject to stock options is being given by Rudnick & Wolfe, 203 North
 LaSalle Street, Chicago, Illinois, 60601, counsel for the Company.

 ITEM 6.  LIMITATION OF LIABILITY AND INDEMNIFICATION.

     Section 8.75 of the Illinois Business Corporation Act authorizes
 indemnification of directors, officers, employees and agents of the
 Company; allows the advancement of costs of defending against litigation;
 and permits companies incorporated in Illinois to purchase insurance on
 behalf of directors, officers, employees and agents against liabilities
 whether or not in the circumstances such companies would have the power to
 indemnify against such liabilities under the provisions of the statute.

     The Company's Articles and its Bylaws provide for indemnification of
 its officers and directors to the full extent by the Illinois Business
 Corporation Act. The Articles of the Company eliminate, to the fullest
 extent permitted by Illinois law, liability of a director to the Company
 or its stockholders for monetary damages for breach of such director's
 fiduciary duty of care as a director, except for liability where a
 director (a) breaches his or her duty of loyalty to the Company or its
 stockholders, (b) fails to act in good faith or engages in intentional
 misconduct or a knowing violation of law, (c) authorizes payment of an
 illegal dividend or stock purchase or (d) derives an improper personal
 benefit.  While liability for monetary damages has been eliminated,
 equitable remedies, such as injunctive relief or rescission, remain
 available. In addition, the Bylaws provide that the Company shall, to the
 fullest extent authorized by the  Illinois Business Corporation Act, as
 amended from time to time, indemnify all directors and officers and all
 other persons serving at the request of the Company as a director,
 officers, employee or agent of another corporation or of a partnership,
 trust or other enterprise.

     The Company has also entered into indemnification agreements in the
 form described below with each person who is currently a member of its
 board of directors and will enter into such agreements with persons who in
 the future become directors of the Company.  Such indemnification
 agreements provide for indemnification against any and all expenses
 incurred in connection with, as well as any and all judgments, fines and
 amounts paid in settlement resulting from, any threatened, pending or
 completed action, suit or proceeding, whether civil, criminal,
 administrative or investigative (collectively an "Action"), by reason of
 the fact that such director is or was a director, officer, employee or
 agent of the Company, or is or was serving at the request of the Company
 as a director, officer, employee or agent of another corporation,
 partnership, joint venture, trust or other enterprise.  The
 indemnification agreements provide that if any payment, advance or
 indemnification of the director requires that he or she acted in good
 faith, in a manner he or she reasonably believed to be for or not opposed
 to the best interest of the Company or without reasonable cause to believe
 his or her conduct was unlawful, then it shall be presumed that he or she
 so acted unless proven otherwise by clear and convincing evidence.  The
 indemnification agreements also provide for the advancement of all
 expenses, including reasonable attorneys' fees, arising from the
 investigation of any claim, preparation for the defense or defense of
 settlement of an Action.  The indemnification agreements authorize the
 Company to participate in the defense of any Action and to assume the
 defense thereof, with counsel who shall be reasonably satisfactory to the
 director, provided that the director shall be entitled to separate counsel
 of his or her choosing if he or she reasonably believes that (i) there
 exists conflicting interest between himself or herself and the Company or
 other party (the defense of whom the Company shall have assumed) or
 (ii) there is any substantial likelihood that the Company will be
 financially or legally unable to satisfy its obligations under the
 indemnification agreements.  The indemnification agreements provide that a
 director's rights under such contract are not exclusive of any other
 indemnification rights he or she may have under any provision of law, the
 Articles or Bylaws of the Company, the vote of the Company's stockholders
 or disinterested directors, other agreements or otherwise.  (Insofar as
 indemnification by the Company for liabilities arising under the
 Securities Act may be permitted to directors, officers and controlling
 persons of the Company pursuant to the foregoing provisions, the Company
 has been advised that such indemnification is considered by the Commission
 to be against public policy and, therefore, unenforceable.)

 ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Exemption from the registration provisions of the Securities Act of
 1933 for all shares of Common Stock registered for resale by the Selling
 Shareholders (as defined in the prospectus) hereby was claimed under 4(2)
 of the Securities Act and the rules and regulations promulgated thereunder
 on the basis that such transactions did not involve any public offering,
 the purchasers were sophisticated with access to the kind of information
 registration would provide and that purchasers acquired such securities
 without a view toward the distribution thereof. In addition, exemption
 from the registration provisions of the Securities Act was also claimed
 under Section 3(b) of the Securities Act and rules and regulations
 promulgated thereunder on the basis that such securities were sold
 pursuant to a written compensatory benefit plan or pursuant to a written
 contract relating to compensation and not for capital raising purposes
 under Rule 701 of the Securities Act.

 ITEM 8.  EXHIBITS.

     4    Specimen Common Stock Certificate [Incorporated by reference to
          Exhibit 4 to Registration Statement, SEC File No. 33-80127]

     5.1  Opinion of Rudnick & Wolfe

     10.2 Amended and Restated 1992 Stock Option Plan [Incorporated by
          reference to Exhibit 10.2 to Registration Statement, SEC File No.
          33-80127]

     10.3 1995 Nonqualified Director Stock Option Plan, [Incorporated by
          reference to Exhibit 10.3 to Registration Statement, SEC File No.
          33-80127]

     10.4 1995 Employee Stock Purchase Plan [Incorporated by reference to
          Exhibit 10.4 to Registration Statement, SEC File No. 33-80127]

     23.2 Consent of Rudnick & Wolfe (contained in Exhibit 5.1 hereof)

     23.3 Consent of Grant Thornton LLP

     24   Power of Attorney by the directors and certain officers of the
          Company

 ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to this registration
          statement:

               (i)  To include any prospectus required by
          section 10(a)(3) of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events
          arising after the effective date of the registration
          statement (or the most recent post-effective amendment
          thereof) which, individually or in the aggregate, represent
          a fundamental change in the information set forth in the
          registration statement;

               (iii)  To include any material information with respect
          to the plan of distribution not previously disclosed in the
          registration statement or any material change to such
          information in the registration statement;

          provided, however, that paragraphs  (a)(1)(i) and (a)(1)(ii)
          shall not apply if the information required to be included
          in a post-effective amendment by those paragraphs is
          contained in periodic reports filed by the registrant
          pursuant to section 13 or section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by reference in
          the registration statement.

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

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

     (b)  The undersigned registrant hereby undertakes that, for purposes
          of determining any liability under the Securities Act of 1933,
          each filing of the registrant's annual report pursuant to
          Section 13(a) or section 15(d) of the Securities Exchange Act of
          1934 (and, where applicable, each filing of an employee benefit
          plan's annual report pursuant to section 15(d) of the Securities
          Exchange Act of 1934) that is incorporated by reference in the
          registration statement shall be deemed to be a new registration
          statement relating to the securities offered therein, and the
          offering of such securities at that time shall be deemed to be
          the initial BONA FIDE offering thereof.

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

     Pursuant to the requirements of the Securities Act, the registrant
 certifies that it has reasonable grounds to believe that it meets all of
 the requirements for filing on Form S-8 and has duly caused this
 registration statement to be signed on its behalf by the undersigned,
 thereunto duly authorized, in the City of Evanston, State of Illinois, on
 July 26, 1996.


                          FIRST ENTERPRISE FINANCIAL GROUP, INC.


                          By: /s/ PAUL A STINNEFORD

                              Paul A. Stinneford
                              VICE PRESIDENT,  SECRETARY AND GENERAL COUNSEL

     Pursuant to the requirements of the Securities Act of 1933, this
 registration statement has been signed by the following persons in the
 capacities and on the date indicated.

 NAME                     TITLE                                 DATE

 Michael P. Harrington*   Chairman of the Board and President   July 26, 1996
                          (chief executive officer)
 Robert J. Harker*        Director, Vice President and          July 26, 1996
                          Controller (chief accounting officer)
 Paul A. Stinneford*      Director, Vice President, Secretary   July 26, 1996
                          and General Counsel
 Jan W. Erfert*           Vice President and Treasurer (chief   July 26, 1996
                          financial officer)

 *By:  /s/ PAUL A. STINNEFORD                                   July 26, 1996
       Paul A. Stinneford
       ATTORNEY-IN-FACT






                           EXHIBIT INDEX


  EXHIBIT

   4                 Specimen Common Stock Certificate [Incorporated by
                     reference to Exhibit 4  to Registration Statement,
                     SEC File No. 33-80127]

   5.1               Opinion of Rudnick & Wolfe

  10.2               1992 Stock Option Plan [Incorporated by reference
                     to Exhibit 10.2 to Registration Statement, SEC File
                     No. 33-80127]

  10.3               1995 Nonqualified Director Stock Option Plan
                     [Incorporated by reference to Exhibit 10.4 to
                     Registration Statement, SEC File No. 33-80127]

  10.4               1995 Employee Stock Purchase Plan [Incorporated by
                     reference to Exhibit 10.4 to Registration
                     Statement, SEC File No. 33-80127]

  23.1              Consent of Grant Thornton LLP

  23.3               Consent of Rudnick & Wolfe (contained in Exhibit 5.1
                     hereof)

  24                 Power of Attorney by the directors and certain
                     officer of the Company
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 1996
                                                        REGISTRATION NO. 33-

                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

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

                    FIRST ENTERPRISE FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

        ILLINOIS                                                36-3688499
  (State or other jurisdiction of                            (IRS Employer
  incorporation or organization)                       Identification No.)

                        500 DAVIS STREET, SUITE 1005
                          EVANSTON, ILLINOIS 60201
                  (Address, of principal executive offices)

                1992 STOCK OPTION PLAN AS AMENDED AND RESTATED

                        1995 DIRECTOR STOCK OPTION PLAN

                       1995 EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plans)

                             MR. MICHAEL P. HARRINGTON
                   CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                        FIRST ENTERPRISE FINANCIAL GROUP, INC.
                             500 DAVIS STREET, SUITE 1005
                               EVANSTON, ILLINOIS 60201
                                    (847) 866-8665
               (Name, address, including ZIP Code, and telephone number,
                        including area code, of agent for service)

                                      Copies to:

                                  HAL M. BROWN, ESQ.
                                    RUDNICK & WOLFE
                               203 NORTH LASALLE STREET
                                      SUITE 1800
                               CHICAGO, ILLINOIS  60601
                                    (312) 368-4000
                              (312) 236-7516 (TELECOPIER)

                          CALCULATION OF REGISTRATION FEE
================================================================================
Title of each class    Amount to be    Proposed         Proposed       Amount of
of securities to be    registered      maximum          maximum        regis-
registered                             offering price   aggregate      tration
                                       per share*       offering       fee
                                                        fee*
- --------------------------------------------------------------------------------
Common Stock, par
value $.01 per share   2,262,080       $5.7741          $13,061,500    $4504
================================================================================
 * Pursuant to Rule 457(c) and (h), the registration fee has been calculated
   on the basis of the actual price per share ($1.13 and $1.36) at which the
   outstanding options may be exercised, and $7.125 per share with respect to
   the remaining shares, the average of the high and low sale prices of the
   common stock on July 24, 1996, as reported on the Nasdaq Stock Market's
   National Market.
PROSPECTUS

                            2,262,080 SHARES

                             FIRST ENTERPRISE
                           FINANCIAL GROUP, INC.

                                COMMON STOCK

     First Enterprise Financial Group, Inc. (the "Company") is a specialty
 finance company engaged primarily in purchasing and servicing installment
 contracts originated by dealers for financing the sale of automobiles.
 The Company purchases installment contracts which provide financing for
 non-prime consumers.

     The shares of common stock, par value $.01 per share ("Common Stock"),
 offered hereby are being sold by the Selling Shareholders (as hereinafter
 defined).  The Company will not receive any proceeds from the sale of the
 Common Stock. The Company's Common Stock is traded on the Nasdaq Stock
 Market's National Market (the "Nasdaq National Market") under the symbol
 "FENT".

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
        THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
         SECURITIES COMMISSION, NOR HAS THE SECURITIES AND
           EXCHANGE COMMISSION OR ANY STATE SECURITIES
          COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
            OF THIS PROSPECTUS.  ANY REPRESENTATION TO
                THE CONTRARY IS A CRIMINAL OFFENSE.

                           JULY 26, 1996
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE
 ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
 IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS
 AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
 RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE
 UNDERWRITERS.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
 SOLICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF
 COMMON STOCK OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER
 TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SHARES OF COMMON STOCK
 BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
 AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
 NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
 SUCH OFFER OR SOLICITATION.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
 ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
 IMPLICATION THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
 SUBSEQUENT TO THE DATE HEREOF.

                       AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the
 Securities Exchange Act of 1934 and in accordance therewith files reports,
 proxy statements and other information with the Commission.  Such reports
 and other information can be inspected and copied at the public reference
 facilities maintained by the Commission at Judiciary Plaza, Room 1024, 450
 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
 Offices of the Commission:  New York Regional Office, 75 Park Place, 14th
 Floor, New York, New York 10007; Chicago Regional Office, 500 W. Madison
 Street, Suite 1400, Chicago, Illinois 60661.  Copies of such material can
 be obtained from the Public Reference Section of the Commission at
 Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C.
 20549, at prescribed rates.

     The Commission maintains a Web site that contains reports, proxy and
 information statements and other information about the Company.  The
 address of the Web site maintained by the Commission is
 "http://www.sec.gov".

     The Company has filed with the Securities and Exchange Commission
 ("Commission") a Registration Statement on Form S-8 (of which this
 Prospectus is a part) under the Securities Act with respect to the
 securities offered hereby.  This Prospectus does not contain all the
 information set forth in the Registration Statement, certain portions of
 which have been omitted as permitted by the rules and regulations of the
 Commission.  Statements contained in this Prospectus as to the content of
 any contract or other document are not necessarily complete, and in each
 instance reference is made to the copy of such contract or other document
 filed as an exhibit to the Registration Statement, each such statement
 being qualified in all respects by such reference and the exhibits and
 schedules hereto.  For further information regarding the Company and the
 Common Stock offered hereby, reference is hereby made to the Registration
 Statement and to such exhibits and schedules, which can be inspected
 without charge at the principal office of the Commission at Judiciary
 Plaza, 450 Fifth Street, N.W., Washington, D.C., 20549, and copies may be
 obtained therefrom upon payment of the fees prescribed by the SEC.

     The Company will provide without charge to each person to whom this
 Prospectus is delivered, on written or oral request of such person, a copy
 (without exhibits) of any and all documents incorporated herein by
 reference.  Requests for such copies should be directed to the Secretary
 at 500 Davis Street, Suite 1005, Evanston, Illinois 60201, Telephone (847)
 866-8665.
SELLING SHAREHOLDERS

     All of the shares of Common Stock subject to this Prospectus have been
 purchased by certain employees under the Company's 1992 Stock Option Plan.
 The following table sets forth the names of the employees of the Company
 eligible to resell Common Stock of the Company issued to them and the
 maximum number of shares that may be resold by each employee pursuant to
 this prospectus.

 EMPLOYEE            MAXIMUM SHARES
                       TO BE SOLD

 William Andrew           12,888

 Cecil L. Bice            20,620

 Gloria A. Bowers         20,620

 David P. Erfert           5,155

 Jan W. Erfert            20,620

 John A. Gaffney          20,620

 Jim Graves                5,155

 Robert J. Harker         90,216

 Arthur Hill               5,155

 John B. Parker           20,620

 Thomas G. Parker        412,416

 Tommy Powell             61,862

 Leroy Smith               5,155

 Kenneth L. Stucky       309,312

 Ted Wallace               5,155

                       PLAN OF DISTRIBUTION

     The shares may be sold from time to time by the Selling Shareholders,
 or by pledgees, donees, transferees or other successors in interest.  Such
 sales may be made on one or more exchanges or in the over-the-counter
 market or otherwise at prices and at terms then prevailing or at prices
 related to the then current market price, or in negotiated transactions.
 The shares may be sold by one or more of the following:  (a) a block trade
 in which the broker or dealer so engaged will attempt to sell the shares
 as agent but may position and resell a portion of the block as principal
 to facilitate the transaction; (b) purchases by a broker or dealer as
 principal and resale by such broker or dealer for its account pursuant to
 this prospectus; (c) an exchange distribution in accordance with the rules
 of such exchange; and (d) ordinary brokerage transactions and transactions
 in which the broker solicits purchasers.  In effecting sales, brokers or
 dealers engaged by the selling shareholders may arrange for other brokers
 or dealers to participate.  Brokers or dealers will receive commissions or
 discounts from selling shareholders in amounts to be negotiated
 immediately prior to the sale.  Such brokers or dealers and any other
 participating brokers or dealers may be deemed to be "underwriters" within
 the meaning of the Securities Act of 1933, as amended, in connection with
 such sales.

          INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents have been filed with the Commission pursuant
 to the Securities Act of 1933 and the Exchange Act of 1934 and are
 incorporated by reference and made a part of this Prospectus:

     The Company's prospectus filed with the Commission pursuant to Rule
 424(b) of the Securities Act of 1933 on July 22, 1996.

     Item 1 of the Company's registration statement on Form 8-A registering
 its Common Stock under Section 12(g) of the Securities Exchange Act of
 1934.

     All documents filed by the Company with the Commission pursuant to
 Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
 this Prospectus and prior to the termination of this offering shall be
 deemed to be incorporated by reference into this Prospectus and to be a
 part hereof from the date of filing of such documents.  Any statement
 contained in a document incorporated or deemed to be incorporated by
 reference herein or contained in this Prospectus shall be deemed to be
 supplemented, modified or superseded for purposes of this Prospectus to
 the extent that a statement contained herein or in any other subsequently
 filed document which also is or is deemed to be incorporated by reference
 herein supplements, modifies or supersedes such statement.  Any such
 statement so modified or superseded shall not be deemed to constitute a
 part of this Prospectus.

                           LEGAL MATTERS

     The validity of the shares offered hereby is being passed upon for the
 Company by Rudnick & Wolfe, Chicago, Illinois.
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     Item 1 of the Company's registration statement on Form 8-A registering
 its Common Stock under Section 12(g) of the Securities Exchange Act of
 1934 and the Company's prospectus filed with the Commission pursuant to
 Rule 424(b)  promulgated pursuant to the Securities Act of 1933 on July
 22, 1996 are incorporated herein by reference.  In addition, all reports
 and proxy statements filed by the Company pursuant to Sections 13(a),
 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
 the date hereof and prior to the filing of a post-effective amendment
 which indicates that all securities offered hereby have been sold or which
 deregisters all securities then remaining unsold, shall be deemed to be
 incorporated herein by reference and to be a part hereof from the date of
 filing of such documents.

 ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

 ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     An opinion with respect to the legality of shares of common stock
 subject to stock options is being given by Rudnick & Wolfe, 203 North
 LaSalle Street, Chicago, Illinois, 60601, counsel for the Company.

 ITEM 6.  LIMITATION OF LIABILITY AND INDEMNIFICATION.

     Section 8.75 of the Illinois Business Corporation Act authorizes
 indemnification of directors, officers, employees and agents of the
 Company; allows the advancement of costs of defending against litigation;
 and permits companies incorporated in Illinois to purchase insurance on
 behalf of directors, officers, employees and agents against liabilities
 whether or not in the circumstances such companies would have the power to
 indemnify against such liabilities under the provisions of the statute.

     The Company's Articles and its Bylaws provide for indemnification of
 its officers and directors to the full extent by the Illinois Business
 Corporation Act. The Articles of the Company eliminate, to the fullest
 extent permitted by Illinois law, liability of a director to the Company
 or its stockholders for monetary damages for breach of such director's
 fiduciary duty of care as a director, except for liability where a
 director (a) breaches his or her duty of loyalty to the Company or its
 stockholders, (b) fails to act in good faith or engages in intentional
 misconduct or a knowing violation of law, (c) authorizes payment of an
 illegal dividend or stock purchase or (d) derives an improper personal
 benefit.  While liability for monetary damages has been eliminated,
 equitable remedies, such as injunctive relief or rescission, remain
 available. In addition, the Bylaws provide that the Company shall, to the
 fullest extent authorized by the  Illinois Business Corporation Act, as
 amended from time to time, indemnify all directors and officers and all
 other persons serving at the request of the Company as a director,
 officers, employee or agent of another corporation or of a partnership,
 trust or other enterprise.

     The Company has also entered into indemnification agreements in the
 form described below with each person who is currently a member of its
 board of directors and will enter into such agreements with persons who in
 the future become directors of the Company.  Such indemnification
 agreements provide for indemnification against any and all expenses
 incurred in connection with, as well as any and all judgments, fines and
 amounts paid in settlement resulting from, any threatened, pending or
 completed action, suit or proceeding, whether civil, criminal,
 administrative or investigative (collectively an "Action"), by reason of
 the fact that such director is or was a director, officer, employee or
 agent of the Company, or is or was serving at the request of the Company
 as a director, officer, employee or agent of another corporation,
 partnership, joint venture, trust or other enterprise.  The
 indemnification agreements provide that if any payment, advance or
 indemnification of the director requires that he or she acted in good
 faith, in a manner he or she reasonably believed to be for or not opposed
 to the best interest of the Company or without reasonable cause to believe
 his or her conduct was unlawful, then it shall be presumed that he or she
 so acted unless proven otherwise by clear and convincing evidence.  The
 indemnification agreements also provide for the advancement of all
 expenses, including reasonable attorneys' fees, arising from the
 investigation of any claim, preparation for the defense or defense of
 settlement of an Action.  The indemnification agreements authorize the
 Company to participate in the defense of any Action and to assume the
 defense thereof, with counsel who shall be reasonably satisfactory to the
 director, provided that the director shall be entitled to separate counsel
 of his or her choosing if he or she reasonably believes that (i) there
 exists conflicting interest between himself or herself and the Company or
 other party (the defense of whom the Company shall have assumed) or
 (ii) there is any substantial likelihood that the Company will be
 financially or legally unable to satisfy its obligations under the
 indemnification agreements.  The indemnification agreements provide that a
 director's rights under such contract are not exclusive of any other
 indemnification rights he or she may have under any provision of law, the
 Articles or Bylaws of the Company, the vote of the Company's stockholders
 or disinterested directors, other agreements or otherwise.  (Insofar as
 indemnification by the Company for liabilities arising under the
 Securities Act may be permitted to directors, officers and controlling
 persons of the Company pursuant to the foregoing provisions, the Company
 has been advised that such indemnification is considered by the Commission
 to be against public policy and, therefore, unenforceable.)

 ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Exemption from the registration provisions of the Securities Act of
 1933 for all shares of Common Stock registered for resale by the Selling
 Shareholders (as defined in the prospectus) hereby was claimed under 4(2)
 of the Securities Act and the rules and regulations promulgated thereunder
 on the basis that such transactions did not involve any public offering,
 the purchasers were sophisticated with access to the kind of information
 registration would provide and that purchasers acquired such securities
 without a view toward the distribution thereof. In addition, exemption
 from the registration provisions of the Securities Act was also claimed
 under Section 3(b) of the Securities Act and rules and regulations
 promulgated thereunder on the basis that such securities were sold
 pursuant to a written compensatory benefit plan or pursuant to a written
 contract relating to compensation and not for capital raising purposes
 under Rule 701 of the Securities Act.

 ITEM 8.  EXHIBITS.

     4    Specimen Common Stock Certificate [Incorporated by reference to
          Exhibit 4 to Registration Statement, SEC File No. 33-80127]

     5.1  Opinion of Rudnick & Wolfe

     10.2 Amended and Restated 1992 Stock Option Plan [Incorporated by
          reference to Exhibit 10.2 to Registration Statement, SEC File No.
          33-80127]

     10.3 1995 Nonqualified Director Stock Option Plan, [Incorporated by
          reference to Exhibit 10.3 to Registration Statement, SEC File No.
          33-80127]

     10.4 1995 Employee Stock Purchase Plan [Incorporated by reference to
          Exhibit 10.4 to Registration Statement, SEC File No. 33-80127]

     23.2 Consent of Rudnick & Wolfe (contained in Exhibit 5.1 hereof)

     23.3 Consent of Grant Thornton LLP

     24   Power of Attorney by the directors and certain officers of the
          Company

 ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to this registration
          statement:

               (i)  To include any prospectus required by
          section 10(a)(3) of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events
          arising after the effective date of the registration
          statement (or the most recent post-effective amendment
          thereof) which, individually or in the aggregate, represent
          a fundamental change in the information set forth in the
          registration statement;

               (iii)  To include any material information with respect
          to the plan of distribution not previously disclosed in the
          registration statement or any material change to such
          information in the registration statement;

          provided, however, that paragraphs  (a)(1)(i) and (a)(1)(ii)
          shall not apply if the information required to be included
          in a post-effective amendment by those paragraphs is
          contained in periodic reports filed by the registrant
          pursuant to section 13 or section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by reference in
          the registration statement.

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

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

     (b)  The undersigned registrant hereby undertakes that, for purposes
          of determining any liability under the Securities Act of 1933,
          each filing of the registrant's annual report pursuant to
          Section 13(a) or section 15(d) of the Securities Exchange Act of
          1934 (and, where applicable, each filing of an employee benefit
          plan's annual report pursuant to section 15(d) of the Securities
          Exchange Act of 1934) that is incorporated by reference in the
          registration statement shall be deemed to be a new registration
          statement relating to the securities offered therein, and the
          offering of such securities at that time shall be deemed to be
          the initial BONA FIDE offering thereof.

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

     Pursuant to the requirements of the Securities Act, the registrant
 certifies that it has reasonable grounds to believe that it meets all of
 the requirements for filing on Form S-8 and has duly caused this
 registration statement to be signed on its behalf by the undersigned,
 thereunto duly authorized, in the City of Evanston, State of Illinois, on
 July 26, 1996.

                          FIRST ENTERPRISE FINANCIAL GROUP, INC.

                          By: /s/ PAUL A STINNEFORD

                              Paul A. Stinneford
                              VICE PRESIDENT,  SECRETARY AND GENERAL COUNSEL

     Pursuant to the requirements of the Securities Act of 1933, this
 registration statement has been signed by the following persons in the
 capacities and on the date indicated.

 NAME                     TITLE                                 DATE

 Michael P. Harrington*   Chairman of the Board and President   July 26, 1996
                          (chief executive officer)
 Robert J. Harker*        Director, Vice President and          July 26, 1996
                          Controller (chief accounting officer)
 Paul A. Stinneford*      Director, Vice President, Secretary   July 26, 1996
                          and General Counsel
 Jan W. Erfert*           Vice President and Treasurer (chief   July 26, 1996
                          financial officer)

 *By:  /s/ PAUL A. STINNEFORD                                   July 26, 1996
       Paul A. Stinneford
       ATTORNEY-IN-FACT

                           EXHIBIT INDEX

  EXHIBIT

   4                 Specimen Common Stock Certificate [Incorporated by
                     reference to Exhibit 4  to Registration Statement,
                     SEC File No. 33-80127]

   5.1               Opinion of Rudnick & Wolfe

  10.2               1992 Stock Option Plan [Incorporated by reference
                     to Exhibit 10.2 to Registration Statement, SEC File
                     No. 33-80127]

  10.3               1995 Nonqualified Director Stock Option Plan
                     [Incorporated by reference to Exhibit 10.4 to
                     Registration Statement, SEC File No. 33-80127]

  10.4               1995 Employee Stock Purchase Plan [Incorporated by
                     reference to Exhibit 10.4 to Registration
                     Statement, SEC File No. 33-80127]

  23.1              Consent of Grant Thornton LLP

  23.3               Consent of Rudnick & Wolfe (contained in Exhibit 5.1
                     hereof)

  24                 Power of Attorney by the directors and certain
                     officer of the Company