As filed with the Securities and Exchange Commission on April 30,
2002.
Registration No. 333-_____
---------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
----------------------

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------

CIB MARINE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)

WISCONSIN 37-1203599
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

N27 W24025 PAUL COURT
PEWAUKEE, WISCONSIN 53072
(Address of principal executive offices, including zip code)

(262) 695-6010
(Registrant's telephone number)

CIB MARINE BANCSHARES, INC.
1999 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)

DONALD J. STRAKA
SENIOR VICE PRESIDENT, SECRETARY AND
GENERAL COUNSEL
CIB MARINE BANCSHARES, INC.
N27 W24025 PAUL COURT
PEWAUKEE, WISCONSIN 53072
(Name and address of agent for service)

(262) 695-6010
(Telephone number, including area code, of agent for service)

WITH A COPY TO:
CHRISTOPHER J. ZINSKI
SCHIFF HARDIN & WAITE
6600 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 258-5500
-----------------------

CALCULATION OF REGISTRATION FEE

PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TO BE OFFERING AGGREGATE AMOUNT OF
REGISTERED PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED (1) (2) PER SHARE (1) PRICE (1) FEE (1)
------------------------------------ ---------- ------------- --------- ------------

Common Stock, par value $1.00 per share 59,352 (1) $1,154,479.43 $106.21

(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933 on the basis of the price per share at
which options to acquire 36,271 shares of Common Stock may be exercised and at the book value per share
as of March 31, 2002, for 23,081 shares of Common Stock for which the option exercise price has not yet
been fixed.

(2) Pursuant to Rule 416 of the Securities Act, this Registration Statement shall also cover any additional
shares of Common Stock which become issuable under the Plan being registered pursuant to this Registration
Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction
effected without the receipt of consideration which results in an increase in the number of the Registrant's
outstanding shares of Common Stock.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the
purpose of registering 59,352 additional shares of common stock of CIB
Marine Bancshares, Inc., formerly Central Illinois Bancorp, Inc. (the
"Corporation"), par value $1.00 per share ("Common Stock") authorized
for issuance under the Corporation's 1999 Stock Option and Incentive
Plan (formerly the Central Illinois Bancorp. Inc. 1999 Stock Option
and Incentive Plan) (the "Plan"). These additional shares have become
authorized for issuance as a result of the operation of the
"evergreen" provision contained in the Plan. Pursuant to the terms of
the evergreen provision, the total number of shares of Common Stock
that may be subject to nonqualified stock options under the Plan at
any date is equal to the greater of 10% of the outstanding shares of
Common Stock on such date or 1,762,500 shares of Common Stock. A
total of 1,762,500 shares of Common Stock may be subject to incentive
stock options under the Plan.

The Corporation previously filed two Registration Statements on
Form S-8 (File Nos. 333-85173 and 333-72949) (together, the "Previous
Forms S-8") with the Securities and Exchange Commission covering the
registration of a total of 11,750 shares of Common Stock authorized
for issuance under the Plan. As set forth in the Corporation's
Current Report on Form 8-K dated June 19, 2000, pursuant to Rule
416(b) under the Securities Act of 1933 (the "Securities Act"), the
number of shares of Common Stock of the Corporation registered for
sale under the Securities Act by the Previous Forms S-8, which
remained unsold as of July 1, 2000, were deemed to be increased to

reflect a one hundred and fifty for one stock split effected in the
form of a stock dividend to shareholders of record at the close of
business on July 1, 2000. Accordingly, the total number of shares of
Common Stock registered and available under the Plan is 1,821,852, of
which 1,762,500 shares were registered on the Previous Forms S-8 and
59,352 shares are being registered hereunder.

INCORPORATION BY REFERENCE

Pursuant to General Instruction E. to Form S-8, the contents of
the Previous Forms S-8 (File Nos. 333-85173 and 333-72949) previously
filed by the Corporation with respect to securities offered pursuant
to the Plan are hereby incorporated by reference herein, and the
opinions and consents listed in the Exhibit Index are filed herewith.

ITEM 8. EXHIBITS.

The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this Registration
Statement.

SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
Village of Pewaukee, State of Wisconsin, on April 30, 2002.

CIB MARINE BANCSHARES, INC.
(Registrant)

By: /s/ J. Michael Straka
-----------------------------
J. Michael Straka
President and Chief Executive
Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and
appoints J. Michael Straka and Steven T. Klitzing, or either of them,
as such person's true and lawful attorneys-in-fact to execute in the
name of each such person, and to file, any amendments to this
Registration Statement that either of such attorneys-in-fact will deem
necessary or desirable to enable them to comply with the Securities
Act of 1933, as amended, and any rules, regulations, and requirements
of the Securities and Exchange Commission with respect thereto, in
connection with the registration of the shares of Common Stock which
are the subject of this Registration Statement, which amendments may
make such changes in such Registration Statement as either of the
above-named attorneys-in-fact deems appropriate, and to comply with
the undertakings of the Registrant made in connection with this
Registration Statement; and each of the undersigned hereby ratifies
all that either of said attorneys will do or cause to be done by
virtue hereof.

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

SIGNATURE TITLE DATE
--------- ----- ----

/s/ J. Michael Straka President, Chief March 28, 2002
--------------------------- Executive Officer
J. Michael Straka (Principal Executive
Officer) and Director

/s/ Steven T. Klitzing Chief Financial Officer March 28, 2002
--------------------------- (Principal Financial and
Steven T. Klitzing Accounting Officer)

/s/ Jose Araujo Director March 28, 2002
---------------------------
Jose Araujo

/s/ Norman E. Baker Director March 28, 2002
---------------------------
Norman E. Baker

/s/ John T. Bean Director March 28, 2002
---------------------------
John T. Bean

--------------------------- Director
W. Scott Blake

--------------------------- Director
Steven C. Hillard

/s/ Dean M. Katsaros Director March 28, 2002
---------------------------
Dean M. Katsaros

/s/ Jerry D. Maahs Director March 28, 2002
---------------------------
Jerry D. Maahs

/s/ Donald M. Trilling Director March 28, 2002
---------------------------
Donald M. Trilling

/s/ Howard E. Zimmerman Director March 28, 2002
---------------------------
Howard E. Zimmerman

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
------- -----------

5 Opinion of Schiff Hardin & Waite.

23.1 Consent of KPMG LLP.

23.2 Consent of Schiff Hardin & Waite (contained in their opinion
filed as Exhibit 5).

24 Powers of Attorney (contained on the signature pages
hereto).