UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549


                                    FORM 10-Q


  X       QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934.

          For the quarterly period ended June 30, 1996

                              OR

_____     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
          OF THE SECURITIES EXCHANGE ACT OF 1934.

          For the transition period from _______ to _______

          Commission file number 2-89283


                           IOWA FIRST BANCSHARES CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


        STATE  OF  IOWA                                          42-1211285  
- -------------------------------                             -------------------
(State  or  other  jurisdiction                             (IRS  Employer  of
incorporation or organization)                              Identification No.)

                             300 East Second Street
                              Muscatine, Iowa 52761
                    ----------------------------------------
                    (Address of principal executive offices)


                                  319-263-4221
                        -------------------------------
                        (Registrant's telephone number)



Indicate by check mark 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

At June 30, 1996 there were  566,241  shares of the  registrant's  common  stock
outstanding.





                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES

                               INDEX TO FORM 10-Q







                                                                        

PART 1   Financial Information

         Item 1.   Financial Statements

                   Consolidated Condensed Balance Sheets,
                   June 30, 1996 and December 31, 1995 

                   Consolidated Condensed Statements of
                   Operations, Six Months Ended
                   June 30, 1996 and 1995                 

                   Consolidated Condensed Statements of
                   Cash Flows, Six months Ended
                   June 30, 1996 and 1995       

                   Notes to Consolidated Condensed
                   Financial Statements                


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

PART II  Other Information


         Item 6.   Exhibits and Reports on Form 8-K      


Signatures                                                       




                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (In Thousands)
                                   (Unaudited)



                                                                  June 30,    December 31,
                                                                     1996        1995
                                                                  ---------   ------------
                                                                        
               ASSETS

Cash and due from banks .......................................   $  11,660    $  10,963

Investment securities available for sale (cost  June 30, ......      70,431       60,728
  1996, $70,876; December 31, 1995, $60,364)

Federal funds sold and securities
   purchased under resale agreements ..........................      11,660       24,700

Loans, net of allowance for possible loan June 30, 1996, 
   $2,716; December 31, 1995, $2,309 ..........................     172,059      169,342

Bank premises and equipment, net ..............................       4,243        4,342

Other assets ..................................................       2,969        2,755
                                                                  ---------    ---------

   TOTAL ASSETS ...............................................   $ 273,022    $ 272,830
                                                                  =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
            LIABILITIES

Noninterest bearing deposits ..................................   $  34,206    $  35,076
Interest bearing deposits .....................................     201,644      200,877
                                                                  ---------    ---------
   TOTAL DEPOSITS .............................................   $ 235,850    $ 235,953
Securities sold under agreements to
   repurchase .................................................       5,129        6,814
Federal Home Loan Bank advances ...............................       3,887        3,398
Treasury tax and loan open note ...............................       2,500        1,525
Other liabilities .............................................       2,254        2,107
                                                                  ---------    ---------

   TOTAL LIABILITIES ..........................................   $ 249,620    $ 249,797
                                                                  ---------    ---------

STOCKHOLDERS' EQUITY

Common Stock ..................................................   $     200    $     200
Surplus .......................................................       3,870        3,800
Retained earnings .............................................      20,561       19,326
                                                                  ---------    ---------
                                                                  $  24,631    $  23,326
Unrealized gains (losses) on securities available for sale, net        (278)         229
Less net cost of common shares acquired for the treasury ......         951          522
                                                                  ---------    ---------
   TOTAL STOCKHOLDERS' EQUITY .................................   $  23,402    $  23,033
                                                                  ---------    ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ....................   $ 273,022    $ 272,830
                                                                  =========    =========


See notes to Consolidated Condensed Financial Statements.



                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

                      (In Thousands, Except Per Share Data)
                                   (Unaudited)



                                                  Three Months Ended   Six Months Ended
                                                       June 30,             June 30,
                                                  ------------------   -----------------
                                                    1996      1995      1996      1995
                                                   -------   -------   -------   -------
                                                                     
INTEREST INCOME:
   Interest and fees on loans ..................   $ 3,879   $ 3,622   $ 7,569   $ 7,084
   Interest on investment securities ...........       970       919     1,889     1,901
   Interest on federal funds sold and securities
     purchased under resale agreements .........       284       175       577       191
                                                   -------   -------   -------   -------

   Total interest income .......................   $ 5,133   $ 4,716   $10,035   $ 9,176
                                                   -------   -------   -------   -------

INTEREST EXPENSE:
   Interest on deposits ........................   $ 2,304   $ 2,206   $ 4,578   $ 4,185
   Interest on repurchase agreements and
     other borrowings ..........................       140        53       295       112
                                                   -------   -------   -------   -------

   Total interest expense ......................   $ 2,444   $ 2,259   $ 4,873   $ 4,297
                                                   -------   -------   -------   -------

   Net interest income .........................   $ 2,689   $ 2,457   $ 5,162   $ 4,879

Provision for possible loan losses .............        25        15        40        30
                                                   -------   -------   -------   -------

   Net interest income after provision for
     possible loan losses ......................   $ 2,664   $ 2,442   $ 5,122   $ 4,849

Investment securities gains (losses) ...........         0         4         0         6
Other income ...................................       483       360       870       730
Other expense ..................................     1,662     1,744     3,333     3,491
                                                   -------   -------   -------   -------

   Income before income taxes ..................   $ 1,485   $ 1,062   $ 2,659   $ 2,094
Applicable income taxes ........................       510       317       892       646
                                                   -------   -------   -------   -------

Net income .....................................   $   975   $   745   $ 1,767   $ 1,448
                                                   =======   =======   =======   =======

Per share data:
  Net earnings per common share ................   $  1.63   $  1.26   $  2.97   $  2.45
                                                   =======   =======   =======   =======

Dividends declared per common share ............   $  0.48   $  0.39   $  0.93   $  0.76
                                                   =======   =======   =======   =======



See notes to Consolidated Condensed Financial Statements.



                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                 For The Six Months Ended June 30, 1996 and 1995
                                 (In Thousands)



                                                                      1996        1995
                                                                    --------    --------
                                                                          
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ......................................................   $  1,767    $  1,448
Adjustments to  reconcile  net  income  to  net  cash  provided 
   by  operating activities:
   Proceeds from  FHLMC .........................................      3,565         391
   Loans underwritten for FHLMC .................................     (3,562)       (390)
   Gains on loans sold to FHLMC .................................         (3)         (1)
   Provision for loan losses ....................................         40          30
   Investment securities (gains) losses, net ....................          0          (6)
   Depreciation .................................................        190         220
   Deferred income taxes ........................................       (537)          0
   Amortization of premiums and accretion of discounts
     on loans and investment securities, net ....................        121         113
   (Increase) decrease in other assets ..........................        100         229
   Increase (decrease) in other liabilities .....................       (166)       (116)
                                                                    --------    --------
Net cash provided by operating activities .......................   $  1,515    $  1,918
                                                                    --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES
   Net (increase) decrease in federal funds sold ................   $ 13,040    $ (5,723)
   Proceeds from maturities of investment securities ............     10,064       9,728
   Proceeds from sales of investment securities .................          0       2,472
   Purchases of investment securities ...........................    (19,888)     (4,809)
   Net (increase) in loans ......................................     (2,757)     (4,976)
   Purchases of bank premises and equipment .....................        (91)       (154)
                                                                    --------    --------
   Net cash (used in) investing activities ......................   $    368    $ (3,462)
                                                                    --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES
   Net (decrease) in noninterest bearing deposits ...............   $   (870)   $ (2,091)
   Net increase in interest bearing deposits ....................        767       1,471
   Net increase (decrease) in securities sold under
     agreements to repurchase ...................................     (1,685)      2,211
   Net increase in other borrowings .............................      1,464       1,450
   Cash dividends paid ..........................................       (503)       (614)
   Reissuance of treasury stock .................................         37           0
   Purchases of common stock for the treasury ...................       (396)       (227)
                                                                    --------    --------
   Net cash provided by financing activities ....................   $ (1,186)   $  2,200
                                                                    --------    --------

   Net increase in cash and due from banks ......................   $    697    $    656

Cash and due from banks:
   Beginning ....................................................     10,963      11,720
                                                                    --------    --------

   Ending .......................................................   $ 11,660    $ 12,376
                                                                    ========    ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

   Cash payments for:
     Interest ...................................................   $  4,845    $  4,982

     Income taxes ...............................................   $    635    $    455



See notes to Consolidated Condensed Financial Statements.



                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS




Note 1.  Nature of Business and Significant Accounting Policies

         Nature of  business:  

            Iowa First Bancshares Corp. is a bank holding company providing bank
            and bank related services through its subsidiaries.

         Significant accounting policies:

            Principles of consolidation:

               The accompanying  consolidated  financial  statements include the
               accounts of the Company and its wholly-owned subsidiaries,  First
               National Bank of Muscatine (Muscatine) and First National Bank in
               Fairfield   (Fairfield),   collectively  referred  to  herein  as
               (Banks). All material intercompany accounts and transactions have
               been eliminated in consolidation. The unaudited interim financial
               statements  presented  reflect all adjustments  which are, in the
               opinion  of  management,  necessary  to a fair  statement  of the
               results for the interim  periods.  All such  adjustments are of a
               normal recurring nature.

            Presentation of cash flows:

               For  purposes of  reporting  cash flows,  cash and due from banks
               include cash on-hand and amounts due from banks.  Cash flows from
               demand  deposits,  NOW accounts,  savings  accounts,  and federal
               funds sold are reported net, since their original  maturities are
               less than  three  months.  Cash flows are also  reported  net for
               securities sold under agreements to repurchase, Federal Home Loan
               Bank  advances,  TT&L open note,  certificates  of deposits,  and
               loans.

            Investment securities:

               Investment  securities held to maturity are those debt securities
               that the Banks have the ability and intent to hold until maturity
               regardless of changes in market  conditions,  liquidity  needs or
               changes in  general  economic  conditions.  Such  securities  are
               carried  at  cost  adjusted  for  amortization  of  premiums  and
               accretion  of  discounts.  If the  ability  or  intent to hold to
               maturity is not present for certain  specified  securities,  such
               securities are considered  available for sale as the Banks intend
               to hold them for an indefinite period of time but not necessarily
               to  maturity.  Any  decision  to sell a  security  classified  as
               available for sale would be based on various  factors,  including
               significant  movements in interest rates, changes in the maturity
               mix  of the  Banks'  assets  and  liabilities,  liquidity  needs,
               regulatory  capital  considerations,  and other similar  factors.
               Securities   available  for  sale  are  carried  at  fair  value.
               Unrealized gains or losses are reported as increases or decreases
               in stockholders'  equity, net of the related deferred tax effect.
               There are no securities held for trading purposes. Realized gains
               or  losses,  determined  on the  basis  of the  cost of  specific
               securities sold, are included in earnings.

               Pursuant to a FASB Special Report "A Guide to  Implementation  of
               Statement 115 on Accounting  for Certain  Investments in Debt and
               Equity  Securities"  the  Company  transferred  at fair value all
               investment securities from held to maturity to available for sale
               prior to December 31, 1995.



            Loans and direct lease financing:

               Loans are  stated at the amount of unpaid  principal,  reduced by
               unearned  discount  and an allowance  for loan losses.  The Banks
               record  impaired  loans at the present  value of expected  future
               cash flows discounted at the loan's  effective  interest rate, or
               as an  expedient,  at the loan's  observable  market price or the
               fair value of the collateral if the loan is collateral dependent.
               A loan is  impaired  when it is  probable  the  creditor  will be
               unable to collect all contractual principal and interest payments
               due in accordance with the terms of the loan agreement.

               The  allowance  for  loan  losses  is  maintained  at  the  level
               considered  adequate  by  management  of the Banks to provide for
               losses  that can be  reasonably  anticipated.  The  allowance  is
               increased by provisions  charged to operating expense and reduced
               by net charge-offs.  In determining the adequacy of the allowance
               balance,  the Banks make  continuous  credit  reviews of the loan
               portfolio and related  off-balance  sheet  commitments,  consider
               current  economic  conditions,  historical loan loss  experience,
               review of specific problem loans and other factors.

               Unearned interest on discounted loans is amortized to income over
               the life of the loans using the  interest  method.  For all other
               loans,  interest is accrued  daily on the  outstanding  balances.
               Accrual of interest  is  discontinued  on a loan when  management
               believes, after considering collection efforts and other factors,
               that the borrower's  financial  condition is such that collection
               of  interest  is  doubtful.   Generally   this  occurs  when  the
               collection of interest or principal has become 90 days past due.

               Direct loan and lease  origination  fees and costs are  generally
               being  deferred and the net amount  amortized as an adjustment of
               the related loan's or lease's yield. The Banks generally amortize
               these amounts over the  contractual  life.  Commitment fees based
               upon a percentage of  customers'  unused lines of credit and fees
               related to standby letters of credit are not significant.

            Bank premises and equipment:

               Bank premises and  equipment are stated at cost less  accumulated
               depreciation.   Depreciation   is  computed   primarily   by  the
               straight-line method based on estimated useful lives.

            Other assets:

               Other real  estate  (ORE),  which is  included  in other  assets,
               represents properties acquired through foreclosure,  in-substance
               foreclosure or other proceedings. ORE is recorded at the lower of
               the amount of the loan or fair  market  value of the  properties.
               Any  write-down  to fair market  value at the time of transfer to
               ORE is charged to the  allowance  for loan  losses.  Property  is
               evaluated  regularly  to  ensure  that  the  recorded  amount  is
               supported by the current fair market value.

            Income taxes:

               The Company files its tax return on a consolidated basis with its
               subsidiary  banks.  The entities follow the direct  reimbursement
               method of accounting for income taxes under which income taxes or
               credits which result from the subsidiary  banks' inclusion in the
               consolidated  tax return are paid to or received  from the parent
               company.

               Deferred  taxes  are  provided  on  a  liability  method  whereby
               deferred  tax  assets are  recognized  for  deductible  temporary
               differences and operating loss and tax credit  carryforwards  and
               deferred   liabilities  are  recognized  for  taxable   temporary
               differences.  Temporary  differences are the differences  between
               the  reported  amounts  of assets and  liabilities  and their tax
               bases.  Deferred tax assets are reduced by a valuation  allowance
               when,  in the opinion of  management,  it is more likely than not
               that  some  portion  or all of the  deferred  assets  will not be
               realized.  Deferred tax assets and  liabilities  are adjusted for
               the  effects  of  changes  in tax laws  and  rates on the date of
               enactment.

               Deferred  income  taxes have not been  provided  on the equity in
               undistributed net income of the subsidiaries as the entities file
               a consolidated income tax return.



            Trust assets:

               Trust  assets  (other  than cash  deposits)  held by the Banks in
               fiduciary or agency capacities for its customers are not included
               in the accompanying  consolidated balance sheets since such items
               are not assets of the Banks.

            Fair value of financial instruments:

               FAS No. 107,  Disclosures  about Fair Market  Value of  Financial
               Instruments,  requires disclosure of fair value information about
               financial  instruments,  whether or not recognized in the balance
               sheet,  for  which it is  practicable  to  estimate  that  value.
               Interim  condensed  financial  statements  are  not  required  to
               include the disclosures outlined by FAS 107 and, accordingly, are
               not included herein.


Note 2.  Capital Stock and Earnings Per Share

         Common shares and preferred stock authorized total 2,000,000 shares and
         500,000 shares, respectively. Primary earnings per share are arrived at
         by  dividing  net income by the  weighted  average  number of shares of
         common  stock  and  common  stock   equivalents   outstanding  for  the
         respective  period.  The  weighted  average  number of shares of common
         stock and common stock  equivalents  outstanding for the second quarter
         and  year-to-date  through  June 30,  1996  was  596,345  and  595,900,
         respectively.  Fully  diluted  earnings  per share are not shown as the
         dilutive  effect  of  common  stock  equivalents  was less  than  three
         percent.




                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Discussion and Analysis of Financial Condition

The  Company's  total assets at June 30, 1996,  were  $273,022,000.  Muscatine's
total assets were  $188,522,000  which reflects a $221,000  (0.1%) increase from
December 31, 1995,  total assets.  Fairfield's  total assets were $82,440,000 at
June 30,  1996,  which is a decrease of $25,000  when  compared to December  31,
1995, total assets. Total consolidated assets increased only $192,000 during the
first six months of 1996.

Net  loans  totaled  $172,059,000  at June 30,  1996.  Net  loans  at  Muscatine
increased by $3,476,000 (3.0%) during the first six months.  Net loans decreased
at Fairfield by $759,000  (1.4%) during the first six months.  Consolidated  net
loans  increased  by  $2,717,000  (1.6%)  year-to-date  with  nearly  all of the
increase occurring during the second quarter.

Total available for sale securities  increased $9.7 million during the first six
months of 1996  while  federal  funds  sold  decreased  $13  million.  The Banks
continue to emphasize  purchase of securities  with maturities of five years and
less as such purchases offer  reasonable  yields with very little credit risk as
well as limited  interest  rate risk.  Additionally,  selected  securities  with
longer  maturities  have been  purchased in order to enhance  overall  portfolio
yield without significantly  increasing risk. At June 30, 1996, less than 10% of
investment  securities mature in more than five years and less than 2% mature in
more than ten years. No securities have been sold during the year.

Total  deposits at June 30,  1996,  were  $235,850,000.  Deposits  at  Muscatine
increased  .8% from the prior year end.  Fairfield's  total  deposits  decreased
approximately  1.8% during the same period.  This represents a combined  deposit
decrease  of  $103,000  for the  Company  during  the first six  months of 1996.
Additionally,  securities  sold under  agreements to repurchase  decreased  $1.7
million to total $5.1  million.  Intermediate  term  advances  borrowed from the
Federal Home Loan Bank totaled $3.9 million at quarter end.

Results of Operations

Consolidated net income was $975,000, or $1.63 per share, for the second quarter
of 1996,  a $230,000 or 30.9%  increase  from the same  period  last year.  This
improvement  included $150,000 of nonrecurring income primarily from recovery of
interest on two loans which had been on nonaccrual of interest  status for quite
some time.  These loans were paid off and our  position  in certain  leases were
sold  during  the  second  quarter  resulting  in  the  aforementioned  $150,000
additional  income.  Without these unusual  increases to net income,  the second
quarter 1996 earnings were $825,000  compared to $745,000 for the same period in
1995, an increase of $80,000 or 10.7%.

Net income for the six months  ended June 30,  1996 was  $1,767,000  compared to
$1,448,000 in 1995 for a 22% increase. Without the nonrecurring income discussed
above this increase was 11.7%.

The Company has been able to expand the net interest margin,  as compared to the
prior year by actively managing asset quality, growth of the loan portfolio, and
rates paid on assets and liabilities. Management has expressed concern, however,
as to the ability to continue increasing the net interest margin each quarter if
short-term interest rates climb.



Provisions  for loan losses were $40,000 for the six months ended June 30, 1996,
which is  $10,000  greater  than the same  period in 1995.  Net loan  recoveries
totaled $367,000  compared to net recoveries of $53,000 for the first six months
of 1995.

Nonaccrual loans were reduced during the past twelve months totaling $758,000 at
June 30, 1996, over $450,000 less than at June 30, 1995. Other real estate owned
totaled $107,000,  and loans past due 90 days or more and still accruing totaled
$152,000. The reserve for loan losses of $2,716,000 represents 1.6% of net loans
and 267% of total nonaccrual loans,  other real estate owned, and loans past due
90 days or more and still accruing.

The  efficiency  ratio,  defined  as  noninterest  expense  as a percent  of net
interest income plus noninterest  income,  was 55.3% for the first six months of
1996 compared to 60% for all of 1995.

Interest Rate Sensitivity

The Company  manages its balance  sheet to minimize the impact of interest  rate
movements on its earnings.  The term "rate sensitive" refers to those assets and
liabilities  which are  "sensitive" to  fluctuations  in rates and yields.  When
interest  rates move,  earnings may be affected in many ways.  Interest rates on
assets and liabilities  may change at different  times or by different  amounts.
Maintaining a proper  balance  between rate  sensitive  earning  assets and rate
sensitive   liabilities  is  the  principal  function  of  asset  and  liability
management of a banking organization.

The  following  table shows the interest  rate  sensitivity  position at several
repricing intervals (dollar amounts in thousands):



                      Repricing Maturities at June 30, 1996

                                                 Less Than     3-12          1-5     More Than  Noninterest
                                                 3 Months     Months        Years     5 Years     Bearing      Total
                                                 --------    --------     --------   ---------  -----------  ---------
                                                                                           
Assets:
  Loans .....................................    $ 60,263    $ 31,958     $ 67,148    $ 14,648    $    758   $ 174,775
  Investment securities .....................       8,689      12,226       42,071       7,435          10      70,431
  Other earning assets ......................      11,660           0            0           0           0      11,660
  Nonearning assets .........................           0           0            0           0      16,156      16,156
                                                 --------    --------     --------    --------    --------   ---------
     Total assets ...........................    $ 80,612    $ 44,184     $109,219    $ 22,083    $ 16,924   $ 273,022
                                                 ========    ========     ========    ========    ========   =========
Liabilities and Equity:
  Deposits ..................................    $ 54,414    $ 88,240     $ 58,990    $      0    $ 34,206    $235,850    
  Other purchased funds .....................       6,129       1,500        2,450       1,437           0      11,516
  Other liabilities .........................           0           0            0           0       2,254       2,254    
  Equity ....................................           0           0            0           0      23,402      23,402
                                                 --------    --------     --------    --------    --------    -------- 
      Total liabilities and equity ..........    $ 60,543    $ 89,740     $ 61,440    $  1,437    $ 59,862    $273,022
                                                 ========    ========    =========    ========    ========    ========

Repricing gap ...............................    $ 20,069    $(45,556)    $ 47,780    $ 20,646    $(42,938)   $      0

Cumulative repricing gap ....................    $ 20,069    $(25,488)    $ 22,292    $ 42,938    $      0    $      0


The data in this table  incorporates the contractual  characteristics as well as
an estimate of the actual repricing  characteristics of the Company's assets and
liabilities.  Based on the  estimate,  twenty  percent  of the  savings  and NOW
accounts are reflected in the less than three months category,  30% in the three
month to one year  category,  with the remaining 50% in the 1-5 year time frame.
Money  market  accounts  are  estimated  as 25% in the less  than  three  months
category and 75% in the three months to one year time frame.



A positive  repricing gap for a given period exists when total  interest-earning
assets exceed total interest-bearing  liabilities and a negative gap exists when
total  interest-bearing  liabilities are in excess of  interest-earning  assets.
Generally a positive  repricing gap will result in increased net interest income
in a rising rate environment and decreased net interest income in a falling rate
environment.  A negative  repricing gap tends to produce  increased net interest
income in a falling rate  environment  and  decreased  net interest  income in a
rising rate environment.  At June 30, 1996, rate sensitive  liabilities exceeded
rate  sensitive  assets within a one year  maturity  range by $25.5 million and,
thus,  the Company is  positioned  to benefit  from a decline in interest  rates
within the next year.

The Company's  repricing gap position is useful for measuring  general  relative
risk  levels.  However,  even with  perfectly  matched  repricing  of assets and
liabilities,  interest rate risk cannot be avoided entirely.  Interest rate risk
remains in the form of prepayment risk of assets and liabilities, timing lags in
adjusting  certain assets and  liabilities  that have varying  sensitivities  to
market interest rates, and basis risk. Basis risk refers to the possibility that
the repricing  behavior of variable-rate  assets could differ from the repricing
characteristics  of  liabilities  which  reprice in the same time  period.  Even
though  these  assets are  match-funded,  the spread  between  asset  yields and
funding costs could change.

Because the  repricing  gap position  does not capture  these risks,  Management
utilizes simulation modeling to measure and manage the rate sensitivity exposure
of earnings.  The Company's simulation model provides a projection of the effect
on net interest  income of various  interest  rate  scenarios  and balance sheet
strategies.

Liquidity

For  banks,  liquidity  represents  ability  to meet both loan  commitments  and
deposit withdrawals.  Factors which influence the need for liquidity are varied,
but include general economic  conditions,  asset/liability mix, bank reputation,
future  FDIC  funding  needs,  changes  in  regulatory  environment,  and credit
standing.  Assets which provide liquidity consist principally of loans, cash and
due from  banks,  investment  securities,  and  short-term  investments  such as
federal funds.  Maturities of securities  held for investment  purposes and loan
payments   provide  a  constant   flow  of  funds   available  for  cash  needs.
Additionally,  liquidity can be gained by the sale of loans or securities  prior
to maturity if such assets had previously been designated as available for sale.
Interest  rates,  relative to the rate paid by the security or loan sold,  along
with the maturity of the  security or loan,  are the major  determinates  of the
price which can be realized upon sale.

The subsidiary banks do not have brokered deposits.

Securities  available for sale with a cost totaling  $70,876,000  at quarter-end
included net  unrealized  losses of $445,000.  These  securities  may be sold in
whole or in part to increase liquid assets, reposition the investment portfolio,
or for other purposes as defined by Management.

Capital

Stockholders'  equity  increased  $369,000  during the six months ended June 30,
1996.

Federal regulatory agencies have adopted various capital standards for financial
institutions,  including risk-based capital standards. The primary objectives of
the risk-based  capital  framework are to provide a more  consistent  system for
comparing capital  positions of financial  institutions and to take into account
the  different   inherent  risks  among  financial   institutions'   assets  and
off-balance-sheet items.



Risk-based  capital  standards have been  supplemented  with  requirements for a
minimum Tier 1 capital to assets ratio (leverage ratio). In addition, regulatory
agencies consider the published capital levels as minimum levels and may require
a Financial Institution to maintain capital at higher levels.

A  comparison  of the  Company's  capital as of June 30,  1996 with the  minimum
requirements is presented below.
                                                                       Minimum
                                                        Actual      Requirements
                                                        ------      ------------

Tier 1 risk-based capital .....................         13.71%          4.00%
Total risk-based capital ......................         15.29%          8.00%
Tier 1 leverage ratio .........................          8.67%          3.00%

Impact of Inflation and Changing Prices

The financial statements and related data presented herein have been prepared in
accordance  with generally  accepted  accounting  principles,  which require the
measurement of financial  position and operating  results in terms of historical
dollars without  considering  changes in the relative  purchasing power of money
over time due to inflation.  Unlike most industrial companies,  virtually all of
the assets and liabilities of a financial institution are monetary in nature.

As a result,  interest  rates  have a more  significant  impact  on a  financial
institution's  performance  than the  effects  of general  levels of  inflation.
Interest  rates do not  necessarily  move in the same  direction  or in the same
magnitude  as the price of goods and  services.  In the  current  interest  rate
environment,  liquidity and the maturity  structure of the Company's  assets and
liabilities are critical to the maintenance of acceptable performance levels.

Trends, Events or Uncertainties

Officers  and  Directors of the Company and its  subsidiaries  have had, and may
have in the future,  banking  transactions in the ordinary course of business of
the Company's subsidiaries.  All such transactions are on substantially the same
terms, including interest rates on loans and collateral,  as those prevailing at
the time for comparable  transactions  with others,  involve no more than normal
risk of collectibility, and present no other unfavorable features.

At its meeting on June 15, 1989, the Company's  Board of Directors  authorized a
stock  repurchase  program,  to  repurchase  up to 10 percent  of the  Company's
shares.  Through June 30, 1996,  slightly over 5.5% of the common stock had been
purchased  under  the  program,  net of sales to the  Company's  Employee  Stock
Ownership  Plan and shares issued  pursuant to the Company's  stock option plan.
The Company expects to continue repurchase of its common stock from time to time
under the repurchase program.

During  June the Board of  Directors  authorized  a  three-for-one  stock  split
effected as a stock dividend payable to common stockholders on record as of July
2, 1996, with such shares to be issued on July 26, 1996.

In the normal  course of  business,  the Banks are  involved  in  various  legal
proceedings.  In the current opinion of management, any liability resulting from
such  proceedings  would not have a material  effect on the Company's  financial
statements.

The Company has incurred legal and engineering fees, and performed various tests
on a bank-owned vacant lot to determine if the lot contains environmental damage
or a potential for environmental  damage liability.  As a result of the testing,
the Company has  submitted a Site  Clean-Up  Report with the Iowa  Department of
Natural Resources  (IADNR).  The Company intends to work with the IADNR, as well
as its own  engineers and  attorneys,  to determine the nature and scope of this
environmental concern, to ascertain the need for a monitoring and/or remediation
program and to consider the costs and allocations of responsibility with respect
to any  expenses  incurred  under  such a program.  In the event  that  on-going
monitoring or remediation is required,  reimbursement  by predecessor  owners or
insurers is likely.  No conclusions have been reached at this time about a final
plan of  monitoring  and/or  remediation,  if any,  however  costs  that  may be
associated  with such a plan will also most  likely be  covered  by  predecessor
owners or insurers. Besides those previously discussed,  management is not aware
of any trends,  events,  or uncertainties  that will have or that are reasonably
likely to have material effect on the Company's liquidity,  capital resources or
operations.



                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES
                                OTHER INFORMATION




ITEM 6.  Exhibits and reports on Form 8-K.


         Reports on Form 8-K.      No Form 8-K has been  filed for
                                   the quarter ended June 30, 1996.




                  IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES
                                   SIGNATURES




Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                             IOWA FIRST BANCSHARES CORP.

                                 (Registrant)


Aug 13, 1996                 /s/ George A. Shepley
- ----------------             -------------------------------
Date                         George A. Shepley, Chairman of
                             the Board, President & Chief
                             Executive Officer





Aug 13, 1996                 /s/ Kim K. Bartling
- ----------------             -------------------------------
Date                         Kim K. Bartling, Senior Vice
                             President, Chief Financial
                             Officer & Treasurer