June 23, 2005

Mail Stop 4561

By U.S. Mail and facsimile to (815) 434-0307

Joachim Brown
President and Chief Executive Officer
First Ottawa Bancshares, Inc.
701 LaSalle Street
Ottawa, IL 61350

	Re:	First Ottawa Bancshares, Inc.
		Form 10-K for the year ended December 31, 2004
		File No. 0-30495

Dear Mr. Brown:

	We have reviewed the above referenced filing, limiting our
review to those issues addressed in our comments.  Where
indicated,
we think you should amend your filing in response to these
comments.
If you disagree, we will consider your explanation as to why our
comments are not applicable or a revision is unnecessary.  Please
be
as detailed as necessary in your explanation.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Annual Report to Shareholders - Exhibit 13

Financial Statements

Report of Independent Registered Public Accounting Firm, page 17

1. Please revise to include an audit report from your independent
accountants that properly evidences the signature of the firm that
issued it.  Refer to Item 302 of Regulation S-T.

2. Please revise to include the report of independent accountants
issued on your 2002 financial statements.  Refer to Rule 2-05 of
Regulation S-X.

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please furnish a cover letter with your
amendment
that keys your response to our comments.  Please file your cover
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Isa Farhat at (202) 551-3485 or me at (202)
551-3851 if you have questions regarding comments on the financial
statements and related matters.


      Sincerely,


						Paul Cline
						Senior Accountant


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Joachim Brown
First Ottawa Bancshares, Inc.
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