SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                         ________________________

                                FORM S - 8

                          Registration Statement
                     Under the Securities Act of 1933
                         ________________________

                        Firstbank of Illinois Co.
            (Exact name of issuer as specified in its charter)


        Delaware                                      37-6141253
(State or other jurisdiction of         (IRS Employer Identification Number)
 incorporation or organization)


205 South Fifth Street
Springfield, Illinois                                  62701
(Address of Principal Executive Office)              (Zip Code)

          Firstbank of Illinois Co. Directors Stock Option Plan
                           (Full title of Plan)

                 Chris R. Zettek, Executive Vice President
                        and Chief Financial Officer
           205 South Fifth Street, Springfield, Illinois  62701
                  (Name and address of agent for service)

                              (217) 753-7543
       (Telephone number, including area code, of agent for service)

                                     
                     Calculation of Registration Fee

Title of         Amount to      Proposed         Proposed       Amount of
securities           be          maximum         maximum       registrati
to be            registered  offering price     aggregate        on fee
registered                      per sahre     offering price
Common Stock,                                                       
$1 par value      100,000        $37.00*      $3,700,000.00     $1,121.21
                   shares

* Computed on the bases of the price which stock of the same class was
  sold on May 9, 1997, pursuant to Rule 457 (h) of the Securities Act of
  1933, as amended, solely for the purpose of calculating the amount of
  the registration fee.



                               Page 1 of  9
                             
                             
                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

      The  following  documents,  which  are  on  file  with  the
Securities  and  Exchange  Commission, are  incorporated  in  the
Section 10(a) prospectus under the Securities Act by reference:

          (a)  Firstbank of Illinois Co.'s ("Firstbank"
          or  the  "Company") latest Annual  Report  on
          Form  10-K  for the year ended  December  31,
          1996.

          (b)    All   reports  filed  by  the  Company
          pursuant to Section 13 (a) or 15 (d)  of  the
          Securities  Exchange Act of  1934  ("Exchange
          Act") since December 31, 1996.

          (c)  The Company's definitive proxy statement
          filed  pursuant to Section 14 of the Exchange
          Act in connection with the annual meeting  of
          shareholders held April 28, 1997.

          (d)   The  description of Firstbank's  common
          stock  set  forth as Item 1 in the  Company's
          Registration of Certain Classes of Securities
          on Form 8-A, dated March 8, 1977.


Item 4.   DESCRIPTION OF SECURITIES.

     Not Applicable.


Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Legal Opinion - the validity of the shares of common  stock
to  be  offered hereunder has been passed upon for  Firstbank  by
Brown, Hay & Stephens, Springfield, Illinois.


Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section  145  of the Delaware General Corporation  Law  and
Article   TENTH  of  Registrant's  Certificate  of  Incorporation
provide that directors and officers of the Registrant are  to  be
indemnified   against  expenses  (including   amounts   paid   in
settlement) incurred in connection with any actions in which they
are  parties  in such capacities unless they are adjudged  to  be
negligent  or  guilty of misconduct in the performance  of  their
duties.

                                  Page 2


Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.


Item 8.   EXHIBITS.

      The  Exhibit  Index immediately preceding the  exhibits  is
incorporated herein by reference.


Item 9.   UNDERTAKINGS.

     Firstbank 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  this  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, 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 Plan.

          (4)   That,  for purposes of determining  any
          liability  under  the  Securities  Act,  each
          filing   of   the  Company's  annual   report
          pursuant to Section 13(a) or Section 15(d) of
          the  Exchange  Act  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.

          (5)     Insofar   as   indemnification    for
          liabilities arising under the Securities  Act
          may  be permitted to directors, officers  and
          controlling  persons of the Company  pursuant
          to  the  foregoing provisions, or  otherwise,
          the  Company  has been advised  that  in  the
          opinion   of  the  Securities  and   Exchange
          Commission, such 
          
                                  Page 3
          
          indemnification  is  against
          public  policy as expressed in the Securities
          Act  and is, therefore unenforceable.  In the
          event  that  the  claim  for  indemnification
          against  such  liabilities  (other  than  the
          payment  by the Company of expenses  incurred
          or paid by a director, officer or controlling
          person  of  the  Company  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   Company
          will,  unless in the opinion of  its  counsel
          the  matter  has been settled by  controlling
          precedent,  submit a report  to  a  court  of
          appropriate jurisdiction the question whether
          such  indemnification by it is against public
          policy  as  expressed in the Securities  Act,
          and   will   be   governed   by   the   final
          adjudication of such issue.


                                  Page 4

                           SIGNATURES


      Pursuant  to  the requirements of the Securities  Act,  the
Registrant  has  duly caused this Registration  Statement  to  be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized, in the City of Springfield, State of Illinois, on May
12, 1997.


                                        FIRSTBANK OF ILLINOIS CO.

                                        By:/s/ Mark H. Ferguson
                                           Mark H. Ferguson
                                           Chairman, President and
                                           Chief Executive Officer


                        POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes
and  appoints Mark H. Ferguson and Chris R. Zettek  and  each  of
them,  the  true and lawful attorneys-in-fact and agents  of  the
undersigned,  with full power of substitution and resubstitution,
for  and in the name, place, and stead of the undersigned, 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,  and  hereby  grants to  such  attorneys-in-fact  and
agents,  and  each of them, full power and authority  to  do  and
perform  each and every act and thing requisite and necessary  to
be done, as fully for all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming  all
that  said attorneys-in-fact and agents, or any of them, or their
or  his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

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


          Signature and Capacity                  Date

          /s/  Mark  H.  Ferguson               May 12, 1997
          Mark H. Ferguson,
           Chairman, Chief Executive
           Officer, and Director

          /s/ Leo. J. Dondanville, Jr.          May 12, 1997
          Leo J. Dondanville, Jr.
           Director

                                  Page 5


          /s/ William R. Enlow                  May 12, 1997
          William R. Enlow
           Director

          /s/  William  T.  Grant,  Jr.         May 12, 1997
          William T. Grant, Jr.
           Director

          /s/  William  B.  Hopper              May 12, 1997
          William B. Hopper
           Director

          /s/  Robert  W.  Jackson              May 12, 1997
          Robert W. Jackson
           Director

          /s/  William  R.  Schnirring          May 12, 1997
          William R. Schnirring
           Director

          /s/  Robert  L.  Sweney               May 12, 1997
          Robert L. Sweney
           Director

          /s/  P.  Richard  Ware                May 12, 1997
          P. Richard Ware
           Director

          /s/  Richard  E.  Zemenick            May 12, 1997
          Richard E. Zemenick
           Director

          /s/  Chris  R.  Zettek                May 12, 1997
          Chris R. Zettek
           Executive Vice President and
           Chief Financial Officer

          /s/  Daniel  R.  Davis                May 12, 1997
          Daniel R. Davis
           Vice President and Controller
           (Principal Accounting Officer)
                    

                                  Page 6

                    
                    FIRSTBANK OF ILLINOIS CO.
                            FORM S-8
                         EXHIBIT INDEX


EXHIBIT                                                           PAGE
NUMBER                      EXHIBIT                              NUMBER

5                    Opinion of Brown, Hay & Stephens               8

24(a)                Consent of Brown Hay & Stephens contained 
                     in their opinion filed as Exhibit 5            8

24(b)                Consent of independent auditors,
                     KPMG Peat Marwick LLP                          f9




                                  Page 7




                                   May 7, 1997




Firstbank of Illinois Co.
930 First National Bank Building
Springfield, IL  62701

Gentlemen:

      We  have acted as counsel to Firstbank of Illinois  Co.,  a
Delaware corporation, (the "Company") in connection with  100,000
shares  of the Common Stock of the Company proposed to be offered
to   non-employee  directors  of  the  Company  pursuant  to  the
Company's  Directors  Stock  Option  Plan  ("Plan").    In   that
capacity,  we have examined the corporate records of the  Company
and  such  other documents as we deemed relevant for the purposes
of the opinion expressed herein.

      Based upon the foregoing, it is our opinion that the Common
Stock, when issued in accordance with the terms and conditions of
the Plan, will be legally issued, fully paid, and non-assessable.

      We  consent to the filing of this opinion as an exhibit  to
the  Registration Statement on Form S-8 under the Securities  Act
of 1933.

                                              Very truly yours,

                                              /s/ Brown, Hay & Stephens
                                
                                
                                
                                
                                
                                
                                
                                  Page 8
                                
                                                                      
                  Independent Auditors' Consent




The Board of Directors
Firstbank of Illinois Co.
Springfield, Illinois:

We  consent  to  incorporation by reference in  the  registration
statement on Form S-8 of Firstbank of Illinois Co. of our  report
dated  January  16,  1997, relating to the  consolidated  balance
sheets  of  Firstbank  of  Illinois Co. and  subsidiaries  as  of
December   31,   1996  and  1995  and  the  related  consolidated
statements  of income, shareholders' equity, and cash  flows  for
each  of  the  years in th three-year period ended  December  31,
1996, which report appears in the 1996 annual report on Form 10-K
of Firstbank of Illinois Co.


                                         /s/ KPMG Peat Marwick LLP


St. Louis, Missouri
May 12, 1997



                                  Page 9
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SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                         ________________________

                                FORM S - 8

                          Registration Statement
                     Under the Securities Act of 1933
                         ________________________

                        Firstbank of Illinois Co.
            (Exact name of issuer as specified in its charter)

        Delaware                                      37-6141253
(State or other jurisdiction of         (IRS Employer Identification Number)
 incorporation or organization)

205 South Fifth Street
Springfield, Illinois                                  62701
(Address of Principal Executive Office)              (Zip Code)

          Firstbank of Illinois Co. Directors Stock Option Plan
                           (Full title of Plan)

                 Chris R. Zettek, Executive Vice President
                        and Chief Financial Officer
           205 South Fifth Street, Springfield, Illinois  62701
                  (Name and address of agent for service)

                              (217) 753-7543
       (Telephone number, including area code, of agent for service)

                                     
                     Calculation of Registration Fee

Title of         Amount to      Proposed         Proposed       Amount of
securities           be          maximum         maximum       registrati
to be            registered  offering price     aggregate        on fee
registered                      per sahre     offering price
Common Stock,                                                       
$1 par value      100,000        $37.00*      $3,700,000.00     $1,121.21
                   shares

* Computed on the bases of the price which stock of the same class was
  sold on May 9, 1997, pursuant to Rule 457 (h) of the Securities Act of
  1933, as amended, solely for the purpose of calculating the amount of
  the registration fee.

                               Page 1 of  9
                             
                             
                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

      The  following  documents,  which  are  on  file  with  the
Securities  and  Exchange  Commission, are  incorporated  in  the
Section 10(a) prospectus under the Securities Act by reference:

          (a)  Firstbank of Illinois Co.'s ("Firstbank"
          or  the  "Company") latest Annual  Report  on
          Form  10-K  for the year ended  December  31,
          1996.

          (b)    All   reports  filed  by  the  Company
          pursuant to Section 13 (a) or 15 (d)  of  the
          Securities  Exchange Act of  1934  ("Exchange
          Act") since December 31, 1996.

          (c)  The Company's definitive proxy statement
          filed  pursuant to Section 14 of the Exchange
          Act in connection with the annual meeting  of
          shareholders held April 28, 1997.

          (d)   The  description of Firstbank's  common
          stock  set  forth as Item 1 in the  Company's
          Registration of Certain Classes of Securities
          on Form 8-A, dated March 8, 1977.

Item 4.   DESCRIPTION OF SECURITIES.

     Not Applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Legal Opinion - the validity of the shares of common  stock
to  be  offered hereunder has been passed upon for  Firstbank  by
Brown, Hay & Stephens, Springfield, Illinois.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section  145  of the Delaware General Corporation  Law  and
Article   TENTH  of  Registrant's  Certificate  of  Incorporation
provide that directors and officers of the Registrant are  to  be
indemnified   against  expenses  (including   amounts   paid   in
settlement) incurred in connection with any actions in which they
are  parties  in such capacities unless they are adjudged  to  be
negligent  or  guilty of misconduct in the performance  of  their
duties.

                                  Page 2

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

Item 8.   EXHIBITS.

      The  Exhibit  Index immediately preceding the  exhibits  is
incorporated herein by reference.

Item 9.   UNDERTAKINGS.

     Firstbank 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  this  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, 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 Plan.

          (4)   That,  for purposes of determining  any
          liability  under  the  Securities  Act,  each
          filing   of   the  Company's  annual   report
          pursuant to Section 13(a) or Section 15(d) of
          the  Exchange  Act  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.

          (5)     Insofar   as   indemnification    for
          liabilities arising under the Securities  Act
          may  be permitted to directors, officers  and
          controlling  persons of the Company  pursuant
          to  the  foregoing provisions, or  otherwise,
          the  Company  has been advised  that  in  the
          opinion   of  the  Securities  and   Exchange
          Commission, such 
          
                                  Page 3
          
          indemnification  is  against
          public  policy as expressed in the Securities
          Act  and is, therefore unenforceable.  In the
          event  that  the  claim  for  indemnification
          against  such  liabilities  (other  than  the
          payment  by the Company of expenses  incurred
          or paid by a director, officer or controlling
          person  of  the  Company  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   Company
          will,  unless in the opinion of  its  counsel
          the  matter  has been settled by  controlling
          precedent,  submit a report  to  a  court  of
          appropriate jurisdiction the question whether
          such  indemnification by it is against public
          policy  as  expressed in the Securities  Act,
          and   will   be   governed   by   the   final
          adjudication of such issue.

                                  Page 4

                           SIGNATURES

      Pursuant  to  the requirements of the Securities  Act,  the
Registrant  has  duly caused this Registration  Statement  to  be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized, in the City of Springfield, State of Illinois, on May
12, 1997.

                                        FIRSTBANK OF ILLINOIS CO.

                                        By:/s/ Mark H. Ferguson
                                           Mark H. Ferguson
                                           Chairman, President and
                                           Chief Executive Officer

                        POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes
and  appoints Mark H. Ferguson and Chris R. Zettek  and  each  of
them,  the  true and lawful attorneys-in-fact and agents  of  the
undersigned,  with full power of substitution and resubstitution,
for  and in the name, place, and stead of the undersigned, 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,  and  hereby  grants to  such  attorneys-in-fact  and
agents,  and  each of them, full power and authority  to  do  and
perform  each and every act and thing requisite and necessary  to
be done, as fully for all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming  all
that  said attorneys-in-fact and agents, or any of them, or their
or  his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

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

          Signature and Capacity                  Date

          /s/  Mark  H.  Ferguson               May 12, 1997
          Mark H. Ferguson,
           Chairman, Chief Executive
           Officer, and Director

          /s/ Leo. J. Dondanville, Jr.          May 12, 1997
          Leo J. Dondanville, Jr.
           Director

                                  Page 5

          /s/ William R. Enlow                  May 12, 1997
          William R. Enlow
           Director

          /s/  William  T.  Grant,  Jr.         May 12, 1997
          William T. Grant, Jr.
           Director

          /s/  William  B.  Hopper              May 12, 1997
          William B. Hopper
           Director

          /s/  Robert  W.  Jackson              May 12, 1997
          Robert W. Jackson
           Director

          /s/  William  R.  Schnirring          May 12, 1997
          William R. Schnirring
           Director

          /s/  Robert  L.  Sweney               May 12, 1997
          Robert L. Sweney
           Director

          /s/  P.  Richard  Ware                May 12, 1997
          P. Richard Ware
           Director

          /s/  Richard  E.  Zemenick            May 12, 1997
          Richard E. Zemenick
           Director

          /s/  Chris  R.  Zettek                May 12, 1997
          Chris R. Zettek
           Executive Vice President and
           Chief Financial Officer

          /s/  Daniel  R.  Davis                May 12, 1997
          Daniel R. Davis
           Vice President and Controller
           (Principal Accounting Officer)
                    

                                  Page 6

                    
                    FIRSTBANK OF ILLINOIS CO.
                            FORM S-8
                         EXHIBIT INDEX

EXHIBIT                                                           PAGE
NUMBER                      EXHIBIT                              NUMBER

5                    Opinion of Brown, Hay & Stephens               8

24(a)                Consent of Brown Hay & Stephens contained 
                     in their opinion filed as Exhibit 5            8

24(b)                Consent of independent auditors,
                     KPMG Peat Marwick LLP                          f9

                                  Page 7

                                   May 7, 1997

Firstbank of Illinois Co.
930 First National Bank Building
Springfield, IL  62701

Gentlemen:

      We  have acted as counsel to Firstbank of Illinois  Co.,  a
Delaware corporation, (the "Company") in connection with  100,000
shares  of the Common Stock of the Company proposed to be offered
to   non-employee  directors  of  the  Company  pursuant  to  the
Company's  Directors  Stock  Option  Plan  ("Plan").    In   that
capacity,  we have examined the corporate records of the  Company
and  such  other documents as we deemed relevant for the purposes
of the opinion expressed herein.

      Based upon the foregoing, it is our opinion that the Common
Stock, when issued in accordance with the terms and conditions of
the Plan, will be legally issued, fully paid, and non-assessable.

      We  consent to the filing of this opinion as an exhibit  to
the  Registration Statement on Form S-8 under the Securities  Act
of 1933.

                                              Very truly yours,

                                              /s/ Brown, Hay & Stephens
                                
                                
                                
                                
                                
                                
                                
                                  Page 8
                                
                                                                      
                  Independent Auditors' Consent

The Board of Directors
Firstbank of Illinois Co.
Springfield, Illinois:

We  consent  to  incorporation by reference in  the  registration
statement on Form S-8 of Firstbank of Illinois Co. of our  report
dated  January  16,  1997, relating to the  consolidated  balance
sheets  of  Firstbank  of  Illinois Co. and  subsidiaries  as  of
December   31,   1996  and  1995  and  the  related  consolidated
statements  of income, shareholders' equity, and cash  flows  for
each  of  the  years in th three-year period ended  December  31,
1996, which report appears in the 1996 annual report on Form 10-K
of Firstbank of Illinois Co.

                                         /s/ KPMG Peat Marwick LLP

St. Louis, Missouri
May 12, 1997

                                  Page 9