Exhibit 25.1

                     Report of Independent Accountants


The Stockholders and Board of Directors
Old Second Bancorp Inc.

We have audited the accompanying consolidated balance sheets of Old Second
Bancorp, Inc. and Subsidiaries as of December 31, 1997 and 1996, and the 
related consolidated statements of income, changes in stockholders' equity,
and cash flows for the three years in the period ended December 31, 1997.
These financial statements are the responsibility of the Company's 
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standard require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all materail respects, the consolidated financial position of Old
Second Bancorp, Inc. and Subsidiaries as of December 31, 1997, and the
consolidated results of operations and their cash flows for each of the
three years in the period ended December 31, 1997, in conformity with
generally accepted accounting principles.

                                        /s/ Ernst & Young LLP

January 16, 1998

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