EXHIBIT 5

                                           August 10, 1999

   Securities and Exchange Commission
   450 Fifth Street, N.W.
   Washington, D. C. 20549-1004

        Re:  CENTRAL ILLINOIS BANCORP, INC. - REGISTRATION
             STATEMENT ON FORM S-8

   Ladies and Gentlemen:

        We have acted as counsel to Central Illinois Bancorp, Inc., an
   Illinois corporation (the "Corporation"), in connection with the
   Corporation's filing of a Registration Statement on Form S-8 (the
   "Registration Statement") relating to the offer and sale by the
   Corporation of 11,750 shares of its common stock, $1.00 par value (the
   "Common Stock"), as more fully described in the Registration
   Statement, through the Central Illinois Bancorp, Inc. 1999 Stock
   Option and Incentive  Plan (the "1999 Plan").  In this connection, we
   have examined such documents and have made such factual and legal
   investigations as we have deemed necessary or appropriate for purposes
   of this opinion.

        Based upon the foregoing, we are of the opinion that  the Common
   Stock has been duly authorized and, when issued upon payment therefor,
   as contemplated in the Registration Statement and the 1999 Plan, will
   be legally issued, fully paid and nonassessable.

        We hereby consent to the filing of this opinion as an exhibit to
   the Registration Statement.

                            Very truly yours,

                            SCHIFF HARDIN & WAITE



                            By: /s/ Christopher J. Zinski
                                ------------------------------
                                    Christopher J. Zinski