UNITED STATES

                        SECURITIES AND EXCHANGE COMMISION

                              WASHINGTON, DC 20549

                                    FORM 10-Q

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended March 31, 2001

                         Commission File Number: 0-30031

                             MAIN STREET TRUST, INC
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


             Illinois                                     37-1338484
---------------------------------                -------------------------------
  (State or other jurisdiction                   (I.R.S. Employer Identification
of incorporation or organization)                            Number)


                 100 West University, Champaign, Illinois 61820
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (217) 351-6500
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


Indicate by "X" whether the registrant (1) has filed all reports  required to be
filed by Section 13 or 15(d) of the  Securities  Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports),  and (2) has been subject to such filing requirements for
the past 90 days. YES [ X ] NO [  ]

Indicate the number of shares  outstanding of the registrant's  common stock, as
of May 8, 2001

  Main Street Trust, Inc. Common Stock                           10,449,206


                                Table of Contents

                                                                            PAGE

PART I. FINANCIAL INFORMATION

         Item 1. Financial Statements (Unaudited)

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

         Item 3. Quantitative and Qualitative Disclosures
                   About Market Risk

PART II. OTHER INFORMATION

         Item 1. Legal Proceedings

         Item 2. Changes in Securities

         Item 3. Defaults Upon Senior Securities

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

         Item 5. Other Information

         Item 6. Exhibits and Reports on Form 8-K


SIGNATURES


PART I.  FINANCIAL INFORMATION

Item 1.     Financial Statements

                     MAIN STREET TRUST, INC AND SUBSIDIARIES
                           Consolidated Balance Sheets
                      March 31, 2001 and December 31, 2000
                  (Unaudited, in thousands, except share data)

                                                                           March 31,    December 31,
                                                                              2001         2000
                                                                          --------------------------
                                                                                  
ASSETS
Cash and due from banks ...............................................   $    59,765    $    58,967
Federal funds sold and interest earning deposits ......................        56,864         25,172
Investments in debt and equity securities:
  Available-for-sale, at fair value ...................................       198,841        213,686
  Held-to-maturity, at cost (fair value of $75,153 and
         $84,849 at March 31, 2001 and December 31, 2000, respectively)        74,370         84,972
  Non-marketable equity securities ....................................         4,845          4,529
Mortgage loans held for sale ..........................................         4,157          2,090
Loans, net of allowance for loan losses of $9,023 and
         $8,879 at March 31, 2001 and December 31, 2000,
         respectively .................................................       656,660        659,849
Premises and equipment ................................................        20,679         20,874
Accrued interest receivable ...........................................         9,432         10,629
Other assets ..........................................................        10,347         10,313
                                                                          --------------------------
         Total assets .................................................   $ 1,095,960    $ 1,091,081
                                                                          ==========================

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Deposits:
     Demand, non-interest bearing .....................................   $   125,896    $   108,981
     Demand, interest bearing .........................................       255,547        233,838
     Savings ..........................................................        99,096        139,802
     Time, $100 and over ..............................................       102,426        100,030
     Other time .......................................................       261,493        257,281
                                                                          --------------------------
         Total deposits ...............................................       844,458        839,932
  Federal funds purchased, repurchase agreements
              and notes payable .......................................        67,006         69,658
  Federal Home Loan Bank advances and
              other borrowings ........................................        40,940         40,978
  Accrued interest payable ............................................         4,127          4,584
  Other liabilities ...................................................        10,774         10,527
                                                                          --------------------------
         Total liabilities ............................................       967,305        965,679
                                                                          --------------------------

Shareholders' equity:
   Preferred stock, no par value;  2,000,000 shares authorized ........          --             --
   Common stock, $0.01 par value; 15,000,000 shares authorized;
     10,582,484 shares issued at March 31, 2001 and
     and December 31, 2000, respectively ..............................           106            106
   Paid in capital ....................................................        44,324         44,306
   Retained earnings ..................................................        85,031         82,512
   Accumulated other comprehensive income .............................         1,711            600
                                                                          --------------------------
                                                                              131,172        127,524
   Less: treasury stock, at cost, 133,278 and 112,178 shares
     at March 31, 2001 and December 31, 2000, respectively ............        (2,517)        (2,122)
                                                                          --------------------------
         Total shareholders' equity ...................................       128,655        125,402
                                                                          --------------------------
         Total liabilities and shareholders' equity ...................   $ 1,095,960    $ 1,091,081
                                                                          ==========================

See accompanying notes to unaudited consolidated financial statements.


                    MAIN STREET TRUST, INC. AND SUBSIDIARIES
                        Consolidated Statements of Income
               For the Three Months Ended March 31, 2001 and 2000
                  (Unaudited, in thousands, except share data)

                                                                         2001          2000
                                                                      -------------------------
                                                                              
Interest income:
   Loans and fees on loans ........................................   $    14,236   $    12,891
   Investments in debt and equity securities
      Taxable .....................................................         3,682         3,942
      Tax-exempt ..................................................           543           474
   Federal funds sold and interest earning deposits ...............           660           597
                                                                      -------------------------
         Total interest income ....................................        19,121        17,904

Interest expense:
   Demand, savings, and other time deposits .......................         6,756         5,861
   Time deposits $100 and over ....................................         1,430         1,215
   Federal funds purchased, repurchase agreements and notes payable           779         1,005
   Federal Home Loan Bank advances and other borrowings ...........           614           459
                                                                      -------------------------
         Total interest expense ...................................         9,579         8,540
                                                                      -------------------------

         Net interest income ......................................         9,542         9,364
Provision for loan losses .........................................           235           136
                                                                      -------------------------
         Net interest income after provision for loan losses ......         9,307         9,228

Non-interest income:
   Remittance processing ..........................................         1,660         1,875
   Trust and brokerage fees .......................................         1,277         1,411
   Service charges on deposit accounts ............................           484           487
   Gain on sales of mortgage loans, net ...........................           155            34
   Securities transactions, net ...................................            77             2
   Other ..........................................................           434           480
                                                                      -------------------------
         Total non-interest income ................................         4,087         4,289

Non-interest expense:
   Salaries and employee benefits .................................         4,516         5,130
   Merger related professional fees ...............................             0         2,452
   Occupancy ......................................................           614           561
   Equipment ......................................................           761           743
   Data processing ................................................           464           385
   Office supplies ................................................           389           292
   Service charges from correspondent banks .......................           123           299
   Other ..........................................................         1,199         1,236
                                                                      -------------------------
         Total non-interest expense ...............................         8,066        11,098

         Income before income taxes ...............................         5,328         2,419
Income taxes ......................................................         1,660         1,425
                                                                      -------------------------
         Net income ...............................................   $     3,668   $       994
                                                                      =========================

Per share data:
   Basic earnings per share .......................................   $      0.35   $      0.09
   Weighted average shares of common stock outstanding ............    10,465,031    10,580,506

   Diluted earnings per share .....................................   $      0.34   $      0.09
   Weighted average shares of common stock and dilutive potential
    common shares outstanding .....................................    10,654,506    10,804,204

See accompanying notes to unaudited consolidated financial statements.


                    MAIN STREET TRUST, INC. AND SUBSIDIARIES
                 Consolidated Statements of Comprehensive Income
               For the Three Months Ended March 31, 2001 and 2000
                            (Unaudited, in thousands)


                                                               2001       2000
                                                             -------------------

Net income ...............................................   $ 3,668    $   994
Other comprehensive income (loss), before tax:
  Unrealized gains (losses) on securities:
    Unrealized holding gains (losses) arising during
      period, net of tax of $599 and ($62), for March 31,
      2001 and 2000, respectively ........................     1,162       (119)
    Less:  reclassification adjustment for gains (losses)
      included in net income, net of tax of ($26) and
      ($1), for March 31, 2001 and 2000, respectively ....       (51)        (1)
                                                              ------------------
    Other comprehensive income (loss), net of tax ........     1,111       (120)
                                                              ------------------
    Comprehensive income .................................    $ 4,779    $   874
                                                              ==================

See accompanying notes to unaudited consolidated financial statements.


                    MAIN STREET TRUST, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
               For the Three Months Ending March 31, 2001 and 2000
                            (Unaudited, in thousands)

                                                                                     2001         2000
                                                                                   ----------------------
                                                                                          
Cash flows from operating activities:
   Net income ..................................................................   $   3,668    $     994
   Adjustments to reconcile net income to net cash
     provided by operating activities:
      Depreciation and amortization ............................................         713          700
      (Accretion) amortization of bond discounts and premiums, net .............        (344)          92
      Provision for loan losses ................................................         235          136
      Securities transactions, net .............................................         (77)          (2)
      Gain on sales of mortgage loans, net .....................................        (155)         (34)
      Federal Home Loan Bank stock dividend ....................................         (66)          --
      Other, net ...............................................................         295        1,206
      Proceeds from sales of mortgage loans originated for sale ................      15,818        3,902
      Mortgage loans originated for sale .......................................     (17,730)      (3,239)
                                                                                   ----------------------
        Net cash provided by operating activities ..............................       2,357        3,755
                                                                                   ----------------------

Cash flows from investing activities:
      Net decrease in loans ....................................................       2,954        2,410
      Proceeds from maturities and calls of investments in debt securities:
        Held-to-maturity .......................................................      15,338        1,260
        Available-for-sale .....................................................      29,825        3,160
      Proceeds from sales of investments:
        Held-to-maturity .......................................................         647           --
        Available-for-sale .....................................................      38,542           --
      Purchases of investments in debt and equity securities:
        Held-to-maturity .......................................................      (6,932)        (524)
        Available-for-sale .....................................................     (51,877)     (17,196)
        Non-marketable .........................................................        (250)          --
      Principal paydowns from mortgage-backed securities:
        Held-to-maturity .......................................................       1,536          834
        Available-for-sale .....................................................         467          746
      Purchases of premises and equipment ......................................        (511)        (105)
                                                                                   ----------------------
        Net cash provided by (used in) investing activities ....................      29,739       (9,415)
                                                                                   ----------------------

Cash flows from financing activities:
      Net increase in deposits .................................................       4,526          916
      Net decrease in federal funds purchased,
        repurchase agreements and notes payable ................................      (2,652)      (5,291)
      Net decrease in Federal Home Loan Bank advances
        and other borrowings ...................................................         (38)         (39)
      Cash dividends paid ......................................................      (1,047)        (359)
      MSTI stock transactions, net .............................................        (395)          28
                                                                                   ----------------------
        Net cash provided by (used in) financing activities ....................         394       (4,745)
                                                                                   ----------------------
        Net increase (decrease) in cash and cash equivalents ...................      32,490      (10,405)
Cash and cash equivalents at beginning of year .................................      84,139       87,350
                                                                                   ----------------------
Cash and cash equivalents at end of period .....................................   $ 116,629    $  76,945
                                                                                   ======================

Supplemental  disclosures  of cash flow  information:
  Cash paid during the year for:
    Interest ...................................................................   $  10,035    $   8,112
    Income taxes ...............................................................       1,533          939
  Real estate acquired through or in lieu of foreclosure .......................          --           85
  Dividends declared not paid ..................................................       1,149           --


See accompanying notes to unaudited consolidated financial statements.


                    MAIN STREET TRUST, INC. AND SUBSIDIARIES

              Notes to Unaudited Consolidated Financial Statements

Note 1. Basis of Presentation

The accompanying  unaudited  consolidated  financial  statements for Main Street
Trust,  Inc. have been prepared in accordance with the instructions to Form 10-Q
and therefore do not include all  information  and footnotes  necessary for fair
presentation  of financial  position,  results of operations,  and cash flows in
conformity  with  generally  accepted  accounting  principles.  These  financial
statements should be read in conjunction with the audited consolidated financial
statements and related notes as of and for the year ended December 31, 2000, and
schedules  included in Main Street  Trust,  Inc's.  Form 10-K filed on March 30,
2001.

In the opinion of  management,  the  consolidated  financial  statements of Main
Street Trust,  Inc. (the "Company") and its  subsidiaries,  as of March 31, 2001
and for the  three-month  periods  ended  March 31,  2001 and 2000,  include all
adjustments  necessary for a fair  presentation of the results of those periods.
All such adjustments are of a normal recurring nature.

Results of operations  for the  three-month  period ended March 31, 2001 are not
necessarily  indicative  of the results which may be expected for the year ended
December 31, 2001.

For  purposes  of the  consolidated  statements  of cash  flows,  cash  and cash
equivalents  include cash and due from banks and federal funds sold and interest
earning deposits. Generally, federal funds are sold for one-day periods.

Certain  amounts  in  the  2000  consolidated  financial  statements  have  been
reclassified to conform with the 2001 presentation.  Such reclassifications have
no effect on previously reported net income.

Note 2. Business Combination

On August  12,  1999,  BankIllinois  Financial  Corporation  and  First  Decatur
Bancshares, Inc. entered into an Agreement and Plan of Merger which provided for
a "merger of equals"  between the two  companies,  structured as a merger of the
two  companies  into the Company.  The merger,  which was completed on March 23,
2000,  has been accounted for as a pooling of interests  and,  accordingly,  all
prior financial  statements  have been restated to include both companies.  As a
result of the merger, former shareholders of BankIllinois  Financial Corporation
and First Decatur  Bancshares,  Inc. received  5,828,260 and 4,752,649 shares of
Company common stock, respectively.

The  Company   operates  19  banking  centers  and  is  the  parent  company  of
BankIllinois,  First  National Bank of Decatur,  First Trust Bank of Shelbyville
and FirsTech, Inc., a retail payment processing company.

Note 3. New Accounting Rules and Regulations

In  September  2000,   Statement  on  Financial  Accounting  Standards  No.  140
"Accounting for Transfers and Servicing of Financial Assets and  Extinguishments
of  Liabilities"  was  issued  to  replace  Statement  on  Financial  Accounting
Standards  No. 125,  which was issued in June 1996.  Statement No. 125 addressed
issues related to transfers of financial assets in which the transferor has some
continuing  involvement  with the  transferred  assets  or with the  transferee.
Statement  No. 140  resolves  implementation  issues  which arose as a result of
Statement No. 125, but carries  forward most of Statement No. 125's  provisions.
Statement No. 140 is effective for transfers  occurring after March 31, 2001 and
for  disclosures  relating to  securitization  transactions  and  collateral for
fiscal  years ending after  December 15, 2000.  Management  does not believe the
adoption of Statement  No. 140 will have a  significant  impact on its financial
statements.


Note 4. Income per Share

Net income per common share has been computed as follows:

                                                             Three Months
                                                            Ended March 31,
                                                        ------------------------
                                                           2001         2000
                                                        ------------------------

Net Income .......................................      $3,668,000   $   994,000
                                                        ========================
Shares:
  Weighted average common shares outstanding .....      10,465,031    10,580,506
  Dilutive effect of outstanding options, as
    deteremined  by the application of the
    treasury stock method ........................         172,990       207,452
  Dilutive effect of outstanding SARs, as
    determined by the application of the treasury
    stock method .................................          16,485        16,246
                                                        ------------------------
  Weighted average common shares outstanding,
    as adjusted ..................................      10,654,506    10,804,204

Basic earnings per share .........................      $     0.35   $      0.09
                                                        ========================

Diluted earnings per share .......................      $     0.34   $      0.09
                                                        ========================



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


                               Financial Condition

Assets and Liabilities

Total assets  remained  stable with assets of  $1,095,960,000  at March 31, 2001
compared to  $1,091,081,000  at December  31, 2000.  Increases in cash,  federal
funds sold and interest  bearing  deposits,  non-marketable  equity  securities,
mortgage loans held for sale, and other assets were offset somewhat by decreases
in   investments   in  debt  and  equity   securities   available-for-sale   and
held-to-maturity, loans, premises and equipment and accrued interest receivable.

Federal  funds sold and interest  earning  deposits  increased  $31,692,000,  or
125.9%, to $56,864,000 at March 31, 2001 compared to $25,172,000 at December 31,
2000. The reason for this increase was due to several  factors,  including lower
than  expected  loan  volume,  a  decrease  in  investment  in debt  and  equity
securities,  and higher deposit growth than anticipated during the first quarter
of 2001.

Mortgage loans held for sale increased  $2,067,000,  or 98.9%,  to $4,157,000 at
March 31, 2001 compared to  $2,090,000  at December 31, 2000.  This increase was
mainly due to greater demand in the mortgage loan area at March 31, 2001 than at
December 31, 2000 caused by lower interest rates.

Total investments in debt and equity securities decreased $25,131,000,  or 8.3%,
to $278,056,000 at March 31, 2001 compared to $303,187,000 at December 31, 2000,
in   anticipation   of   loan   funding   needs.   Investments   in   securities
available-for-sale decreased $14,845,000, or 6.9%, at March 31, 2001 compared to
December 31, 2000.  Investments in debt and equity  securities  held-to-maturity
decreased  $10,602,000,  or 12.5%,  at March 31, 2001  compared to December  31,
2000.  Somewhat  offsetting  these  decreases was an increase in  non-marketable
equity securities of $316,000, or 7.0%, during this time period.

Loans,  net of allowance  for loan losses,  decreased  $3,189,000,  or 0.5%,  to
$656,660,000  at  March  31,  2001  from  $659,849,000  at  December  31,  2000.
Commercial,  financial and agricultural loans decreased $15,690,000, or 7.1%, at
March 31, 2001 compared to December 31, 2000.  Somewhat offsetting this decrease
was an increase  in real  estate  loans of  $11,253,000,  or 3.5%,  at March 31,
compared to December 31, 2000.  Also,  installment  and consumer loans increased
$1,392,000, or 1.1%, during the same period.

Accrued interest  receivable  decreased  $1,197,000,  or 11.3%, to $9,432,000 at
March 31, 2001 compared to $10,629,000 at December 31, 2000.  This was primarily
due to the  decreases  in  investments  in debt and equity  securities,  and the
decrease in total net loans.

Total liabilities  increased  $1,626,000,  or 0.2%, to $967,305,000 at March 31,
2001 from  $965,679,000  at December 31, 2000.  Increases in total  deposits and
other liabilities were partially offset by decreases in federal funds purchased,
repurchase  agreements and notes payable,  accrued  interest payable and Federal
Home Loan Bank advances and other borrowings.

Total deposits increased $4,526,000,  or 0.5%, to $844,458,000 at March 31, 2001
from  $839,932,000  at December 31, 2000.  The increase in deposits  included an
increase  in  interest  bearing  demand  deposits of  $21,709,000,  or 9.3%,  an
increase in non-interest  bearing demand deposits of $16,915,000,  or 15.5%, and
an increase of $6,608,000, or 1.8%, in total time deposits.  Somewhat offsetting
these increases was a decrease of $40,706,000, or 29.1%, in savings deposits.

Federal funds  purchased,  repurchase  agreements  and notes  payable  decreased
$2,652,000, or 3.8%, to $67,006,000 at March 31, 2001 compared to $69,658,000 at
December  31, 2000.  Included in this change were  decreases  of  $3,996,000  in
repurchase  agreements and $631,000 in notes payable.  Somewhat offsetting these
decreases was an increase in federal funds purchased of $1,975,000.

Accrued interest payable  decreased  $457,000,  or 10.0%, to $4,127,000 at March
31, 2001 from  $4,584,000 at December 31, 2000. This was reflective of the lower
interest rate environment.


Investment Securities

The carrying value of  investments in debt and equity  securities was as follows
for March 31, 2001 and December 31, 2000:

                          Carrying Value of Securities
                                 (in thousands)

                                                        March 31,   December 31,
                                                           2001        2000
                                                        ------------------------
Available-for-sale:
     U.S. Treasury ...............................       $ 19,029     $ 23,812
     Federal agencies ............................        137,291      156,322
     Mortgage-backed securities ..................         21,693       11,513
     State and municipal .........................         14,139       15,349
     Corporate and other obligations .............            788          294
     Marketable equity securities ................          5,901        6,396
                                                         -----------------------
            Total available-for-sale .............       $198,841     $213,686
                                                         =======================
Held-to-maturity:
     Federal agencies ............................       $ 14,249     $ 29,428
     Mortgage-backed securities ..................         24,092       22,642
     State and municipal .........................         36,029       32,902
                                                         -----------------------
            Total held-to-maturity ...............       $ 74,370     $ 84,972
                                                         =======================
Non-marketable equity securities .................       $  4,845     $  4,529
                                                         -----------------------
            Total securities .....................       $278,056     $303,187
                                                         =======================

The  following  table  shows  the  maturities  and  weighted-average  yields  of
investment securities at March 31, 2001.  Mortgage-backed  securities are placed
in maturity  categories  based on expected  payments.  All other  securities are
shown at their contractual maturity.

            Maturities and Weighted Average Yields of Debt Securities
                             (dollars in thousands)


                                                                              March 31, 2001
                                              ---------------------------------------------------------------------------------
                                                   1 year          1 to 5          5 to 10          Over 10
                                                  or less           years           years            years           Total
                                               Amount   Rate    Amount   Rate   Amount   Rate     Amount  Rate   Amount    Rate
                                              ----------------------------------------------------------------------------------
                                                                                             
Securities available-for-sale
        U.S. Treasury .....................   $14,517   5.94%   $ 4,512  5.99%  $    --     --   $    --    --  $ 19,029   5.95%
        Federal agencies ..................    24,612   5.83%    93,404  6.01%   16,790   6.17%    2,485  5.90%  137,291   5.99%
        Mortgage-backed securities ........     2,367   6.09%    15,907  6.63%    1,705   6.59%    1,714  6.68%   21,693   6.57%
        State and municipal ...............       232   4.36%     2,675  4.93%    8,958   4.90%    2,274  5.07%   14,139   4.93%
        Other securities ..................       295   7.85%       493  5.90%       --     --        --    --       788   6.63%
        Marketable equity securities1 .....        --     --         --    --        --     --        --    --     5,901     --
                                              ---------------------------------------------------------------------------------
               Total ......................   $42,023          $116,991         $27,453          $ 6,473        $198,841
                                              ---------------------------------------------------------------------------------
Average Yield .............................             5.89%            6.07%            5.78%           5.82%            5.98%
                                              =================================================================================

Securities held-to-maturity
        Federal agencies ..................   $    --     --    $12,249  5.77%  $ 2,000   6.40%  $    --    --  $ 14,249   5.86%
        Mortgage-backed securities ........     6,632    5.78%   11,323  5.78%      864   6.39%    5,273  6.39%   24,092   5.94%
        State and municipal ...............     2,676    4.81%   22,064  4.31%   11,128   4.56%      161  4.89%   36,029   4.43%
                                              ---------------------------------------------------------------------------------
               Total ......................   $ 9,308           $45,636         $13,992          $ 5,434        $ 74,370
                                              =================================================================================
Average Yield .............................              5.50%            5.07%           4.94%           6.34%            5.19%
                                              =================================================================================
Non-marketable equity securities1 .........        --                --              --               --        $  4,845     --
                                              ==================================================================================

1    Due to the nature of these  securities,  they do not have a stated maturity
     date or rate.




Loans

The following  tables present the amounts and percentages of loans for March 31,
2001 and December 31, 2000 according to the categories of commercial,  financial
and agricultural; real estate; and installment and consumer loans.

                           Amount of Loans Outstanding
                             (dollars in thousands)

                                           March 31, 2001     December 31, 2000
                                         -------------------  ------------------
                                          Amount  Percentage  Amount  Percentage
                                         ---------------------------------------
Commercial, financial and agricultural   $203,851   30.62%   $219,541   32.83%
Real estate ..........................    330,665   49.67%    319,412   47.76%
Installment and consumer1 ............    131,167   19.71%    129,775   19.41%
                                         -------------------------------------
     Total loans .....................   $665,683  100.00%   $668,728  100.00%
                                         =====================================
1  Net of unearned discount

The  balance of loans  outstanding  as of March 31, 2001 by maturity is shown in
the following table:

                          Maturity of Loans Outstanding
                             (dollars in thousands)

                                 March 31, 2001

                                          1 year   1 to 5     Over 5
                                         or less    years     years      Total
                                         ---------------------------------------

Commercial, financial and agricultural   $ 97,042  $ 79,738  $ 27,071   $203,851
Real estate ..........................     47,956   129,994   152,715    330,665
Installment and consumer1 ............     40,259    84,603     6,305    131,167
                                         ---------------------------------------
Total ................................   $185,257  $294,335  $186,091   $665,683
                                         =======================================

Percentage of total loans outstanding      27.83%    44.22%    27.95%    100.00%
                                         =======================================

1  Net of unearned discount

Capital

Total shareholders'  equity increased $3,253,000 from December 31, 2000 to March
31, 2001. The change is summarized as follows:

                                                                  (in thousands)
                                                                  --------------
Shareholders' equity, December 31, 2000 ....................        $ 125,402
Net income .................................................            3,668
Treasury stock transactions, net ...........................             (395)
Stock appreciation rights ..................................               18
Cash dividends declared ....................................           (1,149)
Other comprehensive income .................................            1,111
                                                                    ---------
Shareholders' equity, March 31, 2001 .......................        $ 128,655
                                                                    =========

On March 20, 2001,  the board of  directors of the Company  declared a quarterly
cash dividend of $0.11 per share of the Company's  common stock. The dividend of
$1,149,000 was paid on April 20, 2001 to holders of record on April 9, 2001.


The Company and its subsidiary banks are subject to various  regulatory  capital
requirements  administered  by the  federal  banking  agencies.  Failure to meet
minimum  capital  requirements  can  initiate  certain  mandatory  and  possibly
additional discretionary actions by regulators that, if undertaken, could have a
direct  material  effect on the Company's and its  subsidiary  banks'  financial
statements.  Under capital adequacy guidelines and the regulatory  framework for
prompt  corrective  action,  banks must meet  specific  guidelines  that involve
quantitative  measures of assets,  liabilities,  and  certain  off-balance-sheet
items as calculated under regulatory accounting practices. The Company's and its
subsidiary  banks'  capital  amounts  and  classification  are also  subject  to
qualitative judgements by the regulators about components,  risk weightings, and
other factors.

Quantitative  measures  established  by  regulation to ensure  capital  adequacy
require the Company and its  subsidiary  banks to maintain  minimum  amounts and
ratios (set forth in the table below) of total and Tier I capital (as defined in
the regulations) to risk-weighted assets (as defined), and of Tier I capital (as
defined) to average assets (as defined).  Management  believes,  as of March 31,
2001,  that the Company and its subsidiary  banks exceeded all capital  adequacy
requirements to which they are subject.

As of March 31, 2001,  the most recent  notifications  from  primary  regulatory
agencies  categorized  all the Company's  subsidiary  banks as well  capitalized
under the regulatory  framework for prompt corrective  action. To be categorized
as well capitalized,  banks must maintain minimum total capital to risk-weighted
assets,  Tier I capital to risk-weighted  assets,  and Tier I capital to average
assets ratios as set forth in the table. There are no conditions or events since
that  notification  that  management  believes have changed any of the Company's
subsidiary banks' categories.

The Company's and the Banks' actual capital  amounts and ratios are presented in
the following table (in thousands):

                                                                          To Be Well
                                                          For Capital  Capitalized Under
                                                           Adequacy    Prompt Corrective
                                              Actual       Purposes:   Action Provisions:
                                         -----------------------------------------------
                                         Amount   Ratio  Amount  Ratio   Amount   Ratio
                                         -----------------------------------------------
                                                                
As of March 31, 2001:
     Total capital
       (to risk-weighted assets)
       Consolidated ..................  $136,719  18.5%  $59,014  8.0%      N/A
       BankIllinois ..................  $ 64,779  16.0%  $32,431  8.0%  $40,539   10.0%
       First National Bank of Decatur   $ 46,409  17.1%  $21,700  8.0%  $27,125   10.0%
       First Trust Bank of Shelbyville  $ 12,462  25.5%  $ 3,905  8.0%  $ 4,881   10.0%
     Tier I capital
       (to risk-weighted assets)
       Consolidated ..................  $127,670  17.3%  $29,507  4.0%      N/A
       BankIllinois ..................  $ 59,644  14.7%  $16,215  4.0%  $24,323    6.0%
       First National Bank of Decatur   $ 42,844  15.8%  $10,850  4.0%  $16,275    6.0%
       First Trust Bank of Shelbyville  $ 12,110  24.8%  $ 1,952  4.0%  $ 2,929    6.0%
     Tier I capital
       (to average assets)
       Consolidated ..................  $127,670  11.7%  $43,813  4.0%     N/A
       BankIllinois ..................  $ 59,644  10.4%  $22,925  4.0%  $28,656    5.0%
       First National Bank of Decatur   $ 42,844   9.8%  $17,560  4.0%  $21,950    5.0%
       First Trust Bank of Shelbyville  $ 12,110  16.4%  $ 2,954  4.0%  $ 3,692    5.0%


Interest Rate Sensitivity

The  concept of interest  rate  sensitivity  attempts  to gauge  exposure of the
Company's net interest income to adverse changes in market driven interest rates
by  measuring  the amount of  interest-sensitive  assets and  interest-sensitive
liabilities  maturing or subject to  repricing  within a specified  time period.
Liquidity  represents the ability of the Company to meet the day-to-day  demands
of deposit customers balanced by its investments of these deposits.  The Company
must also be prepared to fulfill  the needs of credit  customers  for loans with
various  types of  maturities  and other  financing  arrangements.  The  Company
monitors its interest rate  sensitivity and liquidity  through the use of static
gap reports which measure the difference between assets and liabilities maturing
or   repricing   within   specified   time   periods   as  well   as   financial
forecasting/budgeting/reporting software packages.


The following table presents the Company's  interest rate sensitivity at various
intervals at March 31, 2001:

                                                                 (dollars in thousands)
                                         -------------------------------------------------------------------------
                                           1-30         31-90       91-180      181-365        Over
                                           Days          Days        Days         Days        1 year      Total
                                         -------------------------------------------------------------------------
                                                                                      
Interest earning assets:
Federal funds sold and interest
  earning deposits ...................   $  56,864    $      --    $      --    $      --    $      --  $   56,864
Debt and equity securities * .........       5,522       12,112       12,996       32,518      214,908     278,056
Loans ** .............................     167,276       24,486       40,246       77,434      360,398     669,840
                                         -------------------------------------------------------------------------
    Total earning assets .............   $ 229,662    $  36,598    $  53,242    $ 109,952    $ 575,306  $1,004,760
                                         -------------------------------------------------------------------------
Interest bearing liabilities:
Savings and interest bearing
  demand deposits*** .................   $  24,003    $   1,374    $   2,062    $   4,127    $ 156,846   $ 188,412
Money market savings deposits ........     145,021           --           --           --           --     145,021
Time deposits ........................      30,759       59,029       67,132      107,069       99,930     363,919
Federal funds purchased,
  repurchase agreements,
  and notes payable ..................      62,321          114        4,350          121          100      67,006
FHLB advances and
  other borrowings ...................          --           15        1,000        5,192       34,733      40,940
                                         -------------------------------------------------------------------------
    Total interest bearing liabilities   $ 262,104    $  60,532    $  74,544    $ 116,509    $ 291,609   $ 805,298
                                         -------------------------------------------------------------------------

Net asset (liability) funding gap ....   $ (32,442)     (23,934)     (21,302)      (6,557)     283,697     199,462
                                         -------------------------------------------------------------------------

Repricing gap ........................        0.88         0.60         0.71         0.94         1.97        1.25
Cumulative repricing gap .............        0.88         0.83         0.80         0.84         1.25        1.25
                                         =========================================================================

*    Debt  and  equity   securities   include   securities   available-for-sale,
     securities held to maturity, and non-marketable equity securities
**   Loans are gross and include mortgage loans held-for-sale.
***  The total of savings and interest-bearing  demand deposits does not include
     $21,210,000 of  non-transactional  accounts which are savings accounts that
     are non-interest bearing.


Included  in the  1-30 day  category  of  savings  and  interest-bearing  demand
deposits are non-core deposits plus a percentage,  based upon  industry-accepted
assumptions and Company analysis, of the core deposits.  "Core deposits" are the
lowest average balance of the prior twelve months for each product type included
in this category.  "Non-core  deposits" are the  difference  between the current
balance and core  deposits.  The time frames  include a  percentage,  based upon
industry-accepted  assumptions and Company  analysis,  of the core deposits,  as
follows:

                                    1-30 Days  31-90 Days   91-180 Days   181-365 Days   Over 1 Year
                                    ----------------------------------------------------------------
                                                                          
Savings and interest-bearing
  demand deposits ..............      0.45%       0.85%        1.25%          2.45%         95.00%


At March 31,  2001,  the  Company was  liability-sensitive  due to the levels of
savings and interest  bearing demand  deposits,  short-term  time deposits,  and
short-term  borrowings.  As such,  the effect of a decrease in the interest rate
for all interest  earning assets and interest  bearing  liabilities of 100 basis
points would increase  annualized net interest income by approximately  $324,000
in the 1-30 days  category  and $564,000 in the 1-90 days  category  assuming no
management  intervention.  An increase in interest rates would have the opposite
effect for the same time periods.


In addition to managing  interest rate sensitivity and liquidity through the use
of gap reports, the Company has provided for emergency liquidity situations with
informal  agreements with correspondent banks which permit the Company to borrow
federal  funds on an  unsecured  basis.  Additionally,  the  Company  can borrow
approximately $26,444,000 from the Federal Home Bank on a secured basis.

The Company uses financial  forecasting/budgeting/reporting software packages to
perform  interest  rate  sensitivity  analysis for all product  categories.  The
Company's  primary  focus of its  analysis  is on the  effect of  interest  rate
increases and decreases on net interest  income.  Management  believes that this
analysis  reflects the  potential  effects on current  earnings of interest rate
changes.  Call criteria and prepayment  assumptions are taken into consideration
for investments in debt and equity  securities.  All of the Company's  financial
instruments  are  analyzed by a software  database  which  includes  each of the
different product categories which are tied to key rates such as prime, Treasury
Bills,  or the federal funds rate.  The  relationships  of each of the different
products  to the key  rate  that the  product  is tied to is  proportional.  The
software  reprices the products based on current  offering  rates.  The software
performs interest rate sensitivity analysis by performing rate shocks of plus or
minus 200 basis points in basis point increments.

The following table shows  projected  results at March 31, 2001 and December 31,
2000 of the impact on net interest  income from an immediate  change in interest
rates. The results are shown as a percentage  change in net interest income over
the next twelve months.

                                       +200        +100        -100        -200
                                       -----------------------------------------
  March 31, 2001 ..................    3.7%        1.8%       (1.8%)      (3.7%)
  December 31, 2000 ...............    0.2%        0.1%       (0.1%)      (0.2%)

The  Company  continues  to remain  liability  sensitive,  causing  a  projected
decrease in net interest income from a decrease in interest rates, and having an
opposite affect from an increase in interest rates.

The foregoing computations are based on numerous assumptions, including relative
levels of market  interest  rates,  prepayments  and deposit  mix.  The computed
estimates  should not be relied upon as a projection of actual results.  Despite
the  limitations  on  preciseness  inherent  in these  computations,  management
believes that the information provided is reasonably indicative of the effect of
changes in interest  rate levels on the net  earning  capacity of the  Company's
current  mix of  interest  earning  assets  and  interest  bearing  liabilities.
Management  continues to use the results of these  computations,  along with the
results of its computer model projections, in order to maximize current earnings
while  positioning  the Company to minimize  the effect of a prolonged  shift in
interest rates that would adversely affect future results of operations.

At the present time, the most  significant  market risk affecting the Company is
interest rate risk.  Other market risks such as foreign  currency  exchange risk
and commodity price risk do not occur in the normal business of the Company. The
Company also is not currently using trading activities or derivative instruments
to control interest rate risk.

Liquidity and Cash Flows

The Company was able to meet  liquidity  needs  during the first three months of
2001.  A review of the  consolidated  statements  of cash flows  included in the
accompanying  financial  statements  shows  that  the  Company's  cash  and cash
equivalents increased $32,490,000 from December 31, 2000 to March 31, 2001. This
increase  came from  increases  in net cash  provided by  operating  activities,
investing activities and financing activities.


There were differences in sources and uses of cash during the first three months
of 2001  compared to the first three  months of 2000.  Less cash was provided by
operating  activities  due to less  net  proceeds  from  transactions  involving
mortgage loans originated for sale in the first three months of 2001 compared to
the same period of 2000 and less cash  provided by other  operating  activities.
Somewhat  offsetting  this was an increase in net income.  Cash was  provided by
investing activities during the first three months of 2001 compared to cash used
during  the same  period  of 2000  primarily  due to  changes  in the  Company's
investment  portfolio.  During the first three  months of 2001,  the  investment
portfolio  decreased  $25,131,000  compared to an increase of $11,448,000 during
the same period of 2000.  Cash was provided by financing  activities  during the
first three months of 2001  compared to cash used during the same period of 2000
primarily  due to a larger  growth in  deposits  providing  more cash,  somewhat
offset by a smaller decrease in federal funds purchased,  repurchase  agreements
and notes payable using less cash during the first three months of 2001 compared
to the first three months of 2000.

Provision and Allowance for Loan Losses

The  provision for loan losses is based on  management's  evaluation of the loan
portfolio in light of national  and local  economic  conditions,  changes in the
composition and volume of the loan portfolio,  changes in the volume of past due
and nonaccrual loans, and other relevant factors. The allowance for loan losses,
which is reported as a deduction from loans, is available for loan  charge-offs.
The allowance is increased by the provision charged to expense and is reduced by
loan charge-offs net of loan  recoveries.  The balance of the allowance for loan
losses was  $9,023,000  at March 31, 2001 compared to $8,879,000 at December 31,
2000, as net charge-offs were $91,000 and provisions totaled $235,000 during the
first three months of 2001.  The  allowance  for loan losses as a percentage  of
gross  loans,  including  loans  held-for-sale,  was  1.35% at March  31,  2001,
compared  to  1.32%  at  December  31,  2000 as  gross  loans,  including  loans
held-for-sale,  remained fairly stable,  decreasing  slightly to $669,840,000 at
March 31, 2001 from $670,818,000 at December 31, 2000.

The allowance for loan losses as a percentage of  non-performing  loans was 539%
at March 31, 2001.  Non-performing  loans,  while  increasing from $1,448,000 at
December 31, 2000,  remained at an acceptable level of $1,674,000.  The $226,000
increase in  non-performing  loans during the first three months resulted from a
$441,000  increase in loans over 90 days past due, which was partially offset by
a $215,000  decrease in  non-accruals.  The allowance for loan losses  increased
from  $8,879,000  at  December  31,  2000,  to  $9,023,000  at March 31, 2001 as
provisions  of  $235,000  for the  quarter  exceeded  net loans  charged  off of
$91,000.  Although  unforeseen  market  conditions  could result in  significant
adjustments  in the future,  management  believes that problem  assets have been
effectively  identified  and that the  allowance  for loan losses is adequate to
absorb  possible  losses  in the  portfolio  which are  reasonably  anticipated.
However,  there can be no assurance  that the  allowance for loan losses will be
adequate to cover all losses.

Along with other  financial  institutions,  management  shares a concern for the
continued softening of the economy in 2001. Should the economic climate continue
to  deteriorate,   borrowers  may  experience  difficulty,   and  the  level  of
non-performing  loans,  charge-offs,  and  delinquencies  could rise and require
further increases in the provision.


The following table summarizes  changes in the allowance for loan losses by loan
categories  for each period and additions to the allowance for loan losses which
have been charged to operations.

                            Allowance for Loan Losses
                             (dollars in thousands)

                                                               March 31,
                                                         ---------------------
                                                           2001         2000
                                                         ---------------------
Allowance for loan losses at
     beginning of year .............................     $ 8,879       $ 8,682
                                                         ---------------------
Charge-offs during period:
     Commercial, financial and agricultural ........     $   (15)      $    (9)
     Real estate ...................................          --           (14)
     Installment and consumer ......................        (213)         (139)
                                                         ---------------------
          Total ....................................     $  (228)      $  (162)
                                                         ---------------------
Recoveries of loans previously charged off:

     Commercial, financial and agricultural ........     $    44       $   335
     Real estate ...................................          63             1
     Installment and consumer ......................          30            57
                                                         ---------------------
          Total ....................................     $   137       $   393
                                                         ---------------------
               Net (charge-offs) recoveries ........     $   (91)      $   231
Provision for loan losses ..........................         235           136
                                                         ---------------------
Allowance for loan losses at end of period .........     $ 9,023       $ 9,049
                                                         =====================
Ratio of net (charge-offs) recoveries to
     average net loans .............................       (0.01%)        0.04%
                                                         =====================

The  following  table  shows the  allocation  of the  allowance  for loan losses
allocated to each category.

                                                         March 31,  December 31,
                                                            2001        2000
                                                         -----------------------
Allocated:
     Commercial, financial and agricultural ..........     $3,389       $3,426
     Residential real estate .........................        883          855
     Installment and consumer ........................      1,823        1,649
                                                           -------------------
          Total allocated allowance ..................     $6,095       $5,930
Unallocated allowances ...............................      2,928        2,949
                                                           -------------------
Total ................................................     $9,023       $8,879
                                                           ===================

The  following  table  presents the aggregate  amount of loans  considered to be
nonperforming  for the periods  indicated.  Nonperforming  loans  include  loans
accounted for on a nonaccrual basis,  accruing loans  contractually  past due 90
days or more as to interest or  principal  payments and loans which are troubled
debt  restructurings as defined in Statement of Financial  Accounting  Standards
No. 15, "Accounting by Debtors and Creditors for Troubled Debt Restructurings."

                   Nonperforming Loans (dollars in thousands)


                                                         March 31,  December 31,
                                                           2001         2000
                                                         -----------------------
Nonaccrual loans 1 .................................      $  387      $  602
                                                          ==================
Loans past due 90 days or more .....................      $1,287      $  846
                                                          ==================
Renegotiated loans .................................      $   84      $   88
                                                          ==================

1    Includes  $182,000 at March 31, 2001 and  $505,000 at December  31, 2000 of
     real estate and consumer loans which management does not consider  impaired
     as defined by the  Statement of  Financial  Accounting  Standards  No. 114,
     "Accounting by Creditors for Impairment of a Loan" (SFAS 114).


                              Results of Operations

Results of Operations For the Three Months Ended March 31, 2001

The merger of equals to create the Company,  which  occurred near the end of the
first quarter of 2000,  resulted in significant  merger related costs which were
expensed during the first three months of 2000. These expenses had a significant
effect on the  reported  net  income of the  combined  entity  during  the first
quarter of 2000. Net income for the first three months of 2001 was $3,668,000, a
$2,674,000, or 269.0%, increase from $994,000 for the same period in 2000. Basic
earnings per share increased $0.26, or 288.9%,  to $0.35 in the first quarter of
2001  from  $0.09 in the  first  quarter  of 2000.  Diluted  earnings  per share
increased  $0.25,  or 277.8%,  to $0.34 in the first  three  months of 2001 from
$0.09 during the same period in 2000.

Operating  earnings for the three months ended March 31, 2001,  were  $3,883,000
compared to $3,859,000  for the same period in 2000, an increase of $24,000,  or
0.6%.  Basic  operating  earnings per share  increased to $0.37, or 2.8%, in the
first quarter of 2001 from $0.36 in the first quarter of 2000.  Diluted earnings
per share on operating  earnings remained  unchanged at $0.36 in the first three
months of 2001  compared  to the same  period in 2000.  The  difference  between
operating and net earnings was due to merger and restructuring related expenses,
net of tax, of $215,000  during the first quarter of 2001 compared to $2,865,000
during the first  quarter of 2000.  The 2001  merger and  restructuring  related
expenses  consisted  of $50,000  of data  processing  expense  and  $276,000  of
termination of employment contracts, offset by $111,000 of tax benefit. The 2000
merger  and   restructuring   related   expenses   consisted  of  $2,452,000  of
professional  fees,  $713,000 of early  retirement and termination of employment
contracts, offset by $300,000 of tax benefit.


The following  schedule "Consolidated  Average Balance Sheet and Interest Rates"
provides details of average balances,  interest income or interest expense,  and
the average rates for the Company's major asset and liability categories.

              Consolidated Average Balance Sheet and Interest Rates
                             (dollars in thousands)

                                                                 Three Months Ended March 31,
                                             -------------------------------------------------------------------
                                                            2001                               2000
                                             ------------------------------   ----------------------------------
                                              Average                           Average
                                              Balance      Interest   Rate      Balance      Interest      Rate
                                             -------------------------------------------------------------------
                                                                                         
Assets
Taxable investment securities1 ...........   $  247,313  $    3,682   5.96%   $  265,364   $    3,942      5.94%
Tax-exempt investment securities1 (TE) ...       48,111         823   6.84%       42,285          718      6.79%
Federal funds sold and interest earning
      deposits2 ..........................       46,174         660   5.72%       35,385          597      6.75%
Loans3,4 (TE) ............................      657,788      14,247   8.66%      598,691       12,902      8.62%
                                             -------------------------------------------------------------------
      Total interest earning assets
          and interest income (TE) .......   $  999,386  $   19,412   7.77%   $  941,725   $   18,159      7.71%
                                             -------------------------------------------------------------------

Cash and due from banks ..................   $   55,702                       $   55,906
Premises and equipment ...................       20,842                           22,184
Other assets .............................       19,388                           21,931
                                             --------------------------------------------------------------------
      Total assets .......................   $1,095,318                       $1,041,746
                                             ====================================================================
Liabilities and Shareholders' Equity
Interest bearing demand deposits .........   $  263,364  $    2,359   3.58%   $  229,789   $    2,053      3.57%
Savings ..................................       76,851         493   2.57%       91,264          478      2.10%
Time deposits ............................      361,949       5,334   5.89%      339,155        4,545      5.36%
Federal funds purchased, repurchase
      agreements and notes payable .......       70,621         779   4.41%       79,085        1,005      5.08%
FHLB advances and other borrowings .......       39,073         614   6.29%       32,043          459      5.73%
                                             -------------------------------------------------------------------
      Total interest bearing
          liabilities and interest expense   $  811,858  $    9,579   4.72%   $  771,336   $    8,540      4.43%
                                             -------------------------------------------------------------------
Noninterest bearing demand deposits5 .....   $  102,601                       $   83,784
Noninterest bearing savings deposits5 ....       37,819                           56,961
Other liabilities ........................       15,959                           12,873
                                             -------------------------------------------------------------------
      Total liabilities ..................   $  968,237                       $  924,954
Shareholders' equity .....................      127,081                          116,792
                                             -------------------------------------------------------------------
      Total liabilities and
          shareholders' equity ...........   $1,095,318                       $1,041,746
                                             ===================================================================
Interest spread (average rate earned
      minus average rate paid) (TE) ......                            3.05%                                3.28%
                                             ===================================================================
Net interest income (TE) .................               $    9,833                        $    9,619
                                             ====================================================================
Net yield on interest
      earning assets (TE) ................                            3.94%                                 4.09%
                                             ====================================================================


Notes to Consolidated Average Balance Sheet and Interest Rate Tables:
1    Investments in debt securities are included at carrying value.
2    Federal  funds sold and interest  earning  deposits  include  approximately
     $35,000 and $44,000 in 2001 and 2000, respectively, of interest income from
     third party processing of cashier checks.
3    Loans are net of allowance for loan losses and include  mortgage loans held
     for sale. Nonaccrual loans are included in the total.
4    Loan  fees  of  approximately  $175,000  and  $235,000  in 2001  and  2000,
     respectively, are included in total loan income.
5    Due to current  regulatory  issues,  the  Company is allowed to  reclassify
     certain  demand  deposits  to  savings  deposits.  Accounts  identified  as
     transactional remained in the demand categories,  while accounts identified
     as  non-transactional  were reclassified into the savings  categories.  The
     classification  was based upon whether the account  balance was fluctuating
     or  whether  it  exhibited  stable  balance  portions,  which  were  called
     non-transactional.  Banks are  required  to hold  balances  at the  Federal
     Reserve Bank based upon  transactional  account  balances.  By  identifying
     these  accounts  as  non-transactional,  the Company was able to reduce the
     balances  required to be held at the Federal Reserve Bank in a non-interest
     bearing reserve account.




Net interest income, the most significant  component of the Company's  earnings,
is the difference  between interest received or accrued on the Company's earning
assets -  primarily  loans and  investments  - and  interest  paid or accrued on
deposits  and  borrowings.  In order to  compare  the  interest  generated  from
different  types of earning assets,  the interest  income on certain  tax-exempt
investment  securities  and loans is increased for analysis  purposes to reflect
the income tax savings  provided by these tax-exempt  assets.  The adjustment to
interest  income for tax-exempt  investment  securities and loans was calculated
based on the federal  income tax  statutory  rate of 34%.  The  following  table
presents, on a tax equivalent (TE) basis, an analysis of changes in net interest
income  resulting from changes in average volumes of earning assets and interest
bearing  liabilities  and average rates earned and paid.  The change in interest
due to the combined  rate/volume  variance has been allocated to rate and volume
changes in proportion to the absolute dollar amounts of change in each.

                   Analysis of Volume and Rate Changes
                             (in thousands)
                    Three Months Ended March 31, 2001

                                                         Increase
                                                        (Decrease)
                                                           From
                                                         Previous    Due to      Due to
                                                           Year      Volume       Rate
                                                        -------------------------------
                                                                       
Interest Income
       Taxable investment securities ..................   $  (260)   $  (320)   $    60
       Tax-exempt investment securities (TE) ..........       105        100          5
       Federal funds sold and interest earning deposits        63        528       (465)
       Loans (TE) .....................................     1,345      1,280         65
                                                          ------------------------------
             Total interest income (TE) ...............   $ 1,253    $ 1,588    ($  335)
                                                          -----------------------------
Interest Expense
       Interest bearing demand and savings deposits1 ..   $   321    $   156    $   165
       Time deposits ..................................       789        318        471
       Federal funds purchased,
             repurchase agreements and notes payable ..      (226)      (101)      (125)
       FHLB advances and other borrowings .............       155        107         48
                                                          -----------------------------
       Total interest expense .........................   $ 1,039    $   480    $   559
                                                          -----------------------------

Net Interest Income (TE) ..............................   $   214    $ 1,108    ($  894)
                                                          =============================

Notes:

1    Due to deposit  reclassifications  described below, interest bearing demand
     and savings deposits are included in the same line for comparability.



Net interest income on a tax equivalent  basis was $214,000,  or 2.2% higher for
the first three months of 2001 compared to 2000. Total  tax-equivalent  interest
income was  $1,253,000,  or 6.9% higher in 2001  compared to 2000,  and interest
expense  increased  $1,039,000,  or 12.2%.  The increase in interest  income was
mainly due to an increase in average  earning  assets.  The increase in interest
expense was due to a combination of higher average balances and higher rates.

The increase in total interest  income was mainly due to an increase in interest
income from loans as well as federal  funds sold and interest  bearing  deposits
and tax-exempt  investment  securities,  offset somewhat by a decrease in income
from taxable investment  securities.  The increase in interest income from loans
was primarily due to an increase in average loans  outstanding  during the first
three months of 2001 compared to the first three months of 2000. The increase in
interest from federal funds sold and interest earning deposits was mainly due to
an increase in average balances during the first quarter of 2001 compared to the
first quarter of 2000,  offset somewhat by a decrease in rates.  The increase in
interest from tax-exempt  investments was primarily caused by an increase in the
average  balance  during the first  three  months of 2001  compared  to the same
period in 2000. The decrease in taxable  investment  interest  income was mainly
due to a decrease in average  balances in the first  quarter of 2001 compared to
the  first  quarter  of 2000.  The  decrease  in the  total  average  investment
portfolio was primarily caused by shifting assets to fund loan growth.


The increase in total interest  expense was due to increases in interest on time
deposits,  interest bearing demand and savings  deposits,  and FHLB advances and
other  borrowings,  offset somewhat by a decrease in interest expense on federal
funds purchased,  repurchase  agreements and notes payable.  Interest expense on
time deposits  increased  during the first quarter of 2001 compared to the first
quarter of 2000 due to both higher rates and higher average  balances.  Interest
expense on interest bearing demand and savings  deposits  increased in the first
quarter of 2001  compared to the first  quarter of 2000 due to both higher rates
and higher average balances. Also contributing to the increase in total interest
expense was an increase in interest on FHLB advances and other  borrowings which
was due to both an increase in the average  balance and rates on these accounts.
Somewhat  offsetting  the increase in total  interest  expense was a decrease in
interest on federal funds purchased, securities sold under repurchase agreements
and notes payable, which was due to both lower rates and lower average balances.

The  provision  for loan losses  recorded  was  $235,000  during the first three
months of 2001. This was $99,000,  or 72.8%,  higher than the $136,000  recorded
during the first three  months of 2000.  The  provision  during both periods was
based on  management's  analysis  of the loan  portfolio,  as  discussed  in the
provision and allowance for loan losses section above.

Total non-interest  income decreased  $202,000,  or 4.7%, during the first three
months of 2001  compared  to the first  three  months of 2000.  Included in this
decrease  was a  decrease  of  $215,000,  or 11.5%,  in income  from  remittance
processing.  This decrease was primarily due to a shift from lockbox payments to
mechanized  payments  which have lower  revenue  streams as well as lower costs.
Income from trust and brokerage fees  decreased  $134,000,  or 9.5%,  during the
first quarter of 2001  compared to the first  quarter of 2000.  This was due, in
part, to a decrease in total assets under management,  and associated income, as
a result of stock market  fluctuations  during the first quarter of 2001.  Other
income  decreased  $46,000,  or 9.6%,  during  the  first  three  months of 2001
compared to the same period in 2000.  Somewhat  offsetting these decreases was a
$75,000, or 3,750.0%, increase in income from securities transactions during the
first three months of 2001  compared to the same period in 2000.  Gains on sales
of mortgage loans held-for-sale  increased $121,000, or 355.9%, during the first
three  months  of 2001  compared  to the  same  period  in 2000.  This  increase
reflected  a  $11,916,000,   or  305.4%,   increase  in  funded  mortgage  loans
held-for-sale  during the first quarter of 2001 compared to the first quarter of
2000.  This  increase was  reflective of lower  interest  rates during the first
three months of 2001.

Total  non-interest  expense decreased  $3,032,000,  or 27.3%,  during the first
three  months of 2001  compared  to the same period in 2000.  Of this  decrease,
$2,452,000 was due to merger related  professional  fees.  Salaries and employee
benefits decreased $614,000, or 12.0%, during the first quarter of 2001 compared
to the first  quarter  of 2000.  Salaries  and  employee  benefits  in the first
quarter of 2001  included  $276,000 of expenses  related to the  termination  of
employment  contracts  compared to $713,000 in expenses in the first  quarter of
2000 related to early  retirement and  termination of employment  contracts as a
result  of the  merger.  Service  charges  from  correspondent  banks  decreased
$176,000,  or 58.9%,  in the first  three  months of 2001  compared  to the same
period  in  2000.   This  was  mainly  due  to  a  trend  toward  fewer  lockbox
transactions,  resulting in decreased service charges from correspondent  banks.
Also contributing to the overall decrease in non-interest expense was a decrease
of $37,000,  or 3.0%, in other expense during the first quarter of 2001 compared
to the  first  quarter  of 2000.  Somewhat  offsetting  these  decreases  was an
increase of $18,000, or 2.4%, in equipment expense during the first three months
of 2001 compared to the same period in 2000. Data processing  expense  increased
$79,000, or 20.5%, in the first quarter of 2001 compared to the first quarter of
2000.  Included  in data  processing  expense in the first  quarter of 2001 were
expenses related to computer system conversion and early contract termination as
the  Company's  subsidiaries  continued to move toward the same data  processing
system.  Occupancy  expense increased  $53,000,  or 9.4%, during the first three
months of 2001 compared to the same period in 2000.  Office  supplies  increased
$97,000, or 33.2%, in the first quarter of 2001 compared to the first quarter of
2000.  Included in office supplies expense were additional  printing and mailing
expense  to  announce  the  aforementioned   computer  system  conversion,   and
additional supplies purchased as a result of the conversion.

Income tax expense increased  $235,000,  or 16.5%, during the first three months
of 2001  compared  to the first three  months of 2000.  The  effective  tax rate
decreased to 31.2% during the first  quarter of 2001 from 58.9% during the first
quarter  of 2000.  This  difference  was due to  $2,292,000  of  merger  related
professional  fees for which no tax  benefit  had been  recognized  in the first
quarter of 2000.


Business Segment Information

The Company currently  operates in two industry  segments.  The primary business
involves  providing  banking services to central Illinois.  BankIllinois,  First
National Bank of Decatur and First Trust Bank of Shelbyville  offer a full range
of  financial  services to business and  individual  customers.  These  services
include demand,  savings, time and individual  retirement accounts;  commercial,
consumer   (including   automobile   loans  and   personal   lines  of  credit),
agricultural,  and real  estate  lending;  safe  deposit  and  night  depository
services;  farm management;  full service trust departments;  discount brokerage
services and purchases of  installment  obligations  from  retailers,  primarily
without recourse. The other industry segment involves retail payment processing.
FirsTech provides the following  services to electric,  water and gas utilities,
telecommunication    companies,    cable   television   firms   and   charitable
organizations:  retail lockbox  processing of payments  delivered by mail to the
biller;  processing  of  payments  delivered  by  customer to pay agents such as
grocery stores,  convenience stores and currency exchanges; and concentration of
payments  delivered by the Automated  Clearing House network,  money  management
software such as Quicken and through  networks such as Visa e-Pay and Mastercard
RPS.  The  following  is a summary of  selected  data for the  various  business
segments:

                                  Banking     Remittance
                                  Services     Services     Company     Eliminations     Total
-------------------------------------------------------------------------------------------------
                                                                        
March 31, 2001
 Total interest income .......   $   19,123   $       37   $       27    $      (66)   $   19,121
 Total interest expense ......        9,645           --           --           (66)        9,579
 Provision for loan losses ...          235           --           --            --           235
 Total non-interest income ...        2,446        1,777        4,011        (4,147)        4,087
 Total non-interest expense ..        6,427        1,332          513          (206)        8,066
 Income before income tax ....        5,262          482        3,525        (3,941)        5,328
 Income tax expense ..........        1,638          165         (143)           --         1,660
 Net Income ..................        3,624          317        3,668        (3,941)        3,668
 Total assets ................    1,085,406        6,454      133,917      (129,817)    1,095,960
 Depreciation and amortization          584          123            6            --           713

March 31, 2000
 Total interest income .......   $   17,897   $       30   $       67    $      (90)   $   17,904
 Total interest expense ......        8,630           --           --           (90)        8,540
 Provision for loan losses ...          136           --           --            --           136
 Total non-interest income ...        2,455        2,094           35          (295)        4,289
 Total non-interest expense ..        6,418        1,689        3,286          (295)       11,098
 Income before income tax ....        5,168          435       (3,184)           --         2,419
 Income tax expense ..........        1,587          149         (311)           --         1,425
 Net Income ..................        3,581          286       (2,873)           --           994
 Total assets ................    1,021,046        6,299      120,747      (115,960)    1,032,132
 Depreciation and amortization          563          131            6            --           700


Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This report contains certain  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange  Act  of  1934,  as  amended.   The  Company  intends  such
forward-looking  statements  to  be  covered  by  the  safe  harbor  provisions.
Forward-looking statements,  which are based on certain assumptions and describe
future  plans,  strategies  and  expectations  of  the  Company,  are  generally
identifiable by use of the words "believe,"  "expect,"  "intend,"  "anticipate,"
"estimate,"  "project" or similar expressions.  The Company's ability to predict
results  or the  actual  effect  of future  plans or  strategies  is  inherently
uncertain.  Factors which could have a material adverse affect on the operations
and future  prospects of the Company and its subsidiaries  include,  but are not
limited  to,  changes  in:  interest   rates,   general   economic   conditions,
legislative/regulatory  changes,  monetary  and  fiscal  policies  of  the  U.S.
Government,  including  policies of the U.S.  Treasury  and the Federal  Reserve
Board, the quality or composition of the loan or investment  portfolios,  demand
for loan products, deposit flows, competition,  demand for financial services in
the Company's market area, our  implementation of new technologies,  our ability
to develop and maintain secure and reliable electronic  systems,  and accounting
principles,  policies and guidelines.  These risks and  uncertainties  should be
considered in evaluating  forward-looking  statements and undue reliance  should
not be placed on such statements. Further information concerning the Company and
its business;  including  additional  factors that could  materially  affect the
Company's  financial  results,  is included in the  Company's  filings  with the
Securities and Exchange Commission.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

See the "Interest Rate Sensitivity" section above.


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

There are no  material  pending  legal  proceedings  to which the Company or its
subsidiaries  is a party other than ordinary  routine  litigation  incidental to
their respective businesses.

Item 2.  Changes in Securities

None

Item 3.  Defaults Upon Senior Securities

None

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

None

Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K

         a.  Exhibits

             None

         b.  Reports

             None



                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

MAIN STREET TRUST, INC.



Date: May 14, 2001



By: /s/ David B. White
    ----------------------------------------
    David B. White, Executive Vice President
      and Chief Financial Officer

By: /s/ Van A. Dukeman
    ----------------------------------------
    Van A. Dukeman, President
      and Chief Executive Officer