BRENTON BANKS, INC.

CAPITAL SQUARE, 400 LOCUST, DES MOINES, IOWA 50309

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD

MAY 7, 1997

This proxy statement is being mailed to the shareholders of Brenton
Banks, Inc. on March 25, 1997. The proxy statement is furnished in
connection with the solicitation by the Board of Directors of Brenton Banks,
Inc. of proxies for use at the Annual Meeting of Stockholders of Brenton
Banks, Inc. to be held on May 7, 1997, and any adjournments thereof (the
"Proxy Statement").

The close of business on March 10, 1997, has been fixed as the record
date for determination of the stockholders of Brenton Banks, Inc., who are
entitled to notice of and to vote at the Annual Meeting. As of the record
date, there were 8,036,541 outstanding shares of Common Stock of Brenton
Banks, Inc. Each of these shares is entitled to one vote at the Annual
Meeting. Only stockholders of record on the books of Brenton Banks, Inc. as
of the record date will be entitled to vote at the Annual Meeting or any
adjournments thereof.

Any stockholder giving a proxy is empowered to revoke it at any time
before it is exercised. A proxy may be revoked by filing a written
revocation or a duly-executed proxy bearing a later date with the Secretary
of Brenton Banks, Inc. (the "Parent Company"). Any stockholder may still
attend the meeting and vote in person, regardless of whether the stockholder
has previously given a proxy, but presence at the meeting will not revoke the
stockholder's proxy unless the stockholder votes in person.

PRINCIPAL HOLDERS OF VOTING SECURITIES

The following table sets forth, as of March 10, 1997, information as to
(a) the only persons who were known by the Parent Company to own beneficially
more than 5 percent of the outstanding Common Stock (the only voting
securities) of the Parent Company, and (b) the number of shares of such
Common Stock beneficially owned by all executive officers and directors as a
group:
1

Of such beneficial ownership,
amounts to which the
Beneficial Ownership beneficial owner has:
__________________________________ ________________________________
Sole Voting Shared Voting
Name and Address of Shares Beneficially Percent and Investment and Investment
Beneficial Owner Owned (1)(2)(3) of Class Power Power
___________________ _______________ ________ _____ _____

William H. Brenton 1,566,992 (4) 19.26% 525,027 1,041,965
Capital Square
400 Locust
Des Moines, IA 50309

C. Robert Brenton 1,512,185 (4) 18.59% 419,904 1,092,281
Capital Square
400 Locust
Des Moines, IA 50309

Junius C. Brenton 1,629,885 20.04% 478,668 1,151,217
Capital Square
400 Locust
Des Moines, IA 50309

Jane Eddy 506,119 6.22% 174,966 331,153
2908 Forest Drive
Des Moines, IA 50312

Carolyn O'Brien 567,431 6.98% 180,783 386,648
301 Tonawanda Drive
Des Moines, IA 50312

All executive officers and directors 2,838,128 (4)(5) 34.89% 1,568,971 (4)(5) 1,269,157 (5)
as a group (19 persons including
William H. Brenton, C. Robert
Brenton and Junius C. Brenton)
<FN>
(1) For purposes of this proxy statement, beneficial ownership is deemed to include stock owned (a) personally by the
individual or as custodian for minor children; (b) by the spouse or children of the individual having the same home as
the individual or being supported by the individual; (c) by any trust in which the individual has or shares voting power
or investment power over the securities; and (d) by any foundation or corporation in which the individual has or shares
voting power or investment power over the securities.
(2) The number of shares which are beneficially owned by each of the individuals listed above and which are also listed
as beneficially owned by another person(s) listed in the above table are as follows: William H. Brenton - 1,020,177
shares; C. Robert Brenton - 1,020,177 shares; Junius C. Brenton - 1,020,177 shares; Jane Eddy - 314,710 shares; and
Carolyn O'Brien - 314,710 shares.
(3) The registrant knows of no shares with respect to which any listed individual or group has the right to acquire
beneficial ownership, except as noted in Footnote (4) below.
(4) Amount includes vested options for the purchase of the Parent Company's Common Stock pursuant to the 1987 Non-
Qualified Stock Option Plan in the following amounts: William H. Brenton - 6,600 shares, C. Robert Brenton - 23,100
shares and eight members of the executive officers and directors group (including William H. Brenton and C. Robert
Brenton) - 92,820 shares.
(5) Adjusted to eliminate multiple counting of shares beneficially owned by two or more persons. With respect to
shares beneficially owned by individual directors who are nominees, see "Election of Directors" (page 3).

I. ELECTION OF DIRECTORS

The Parent Company's Bylaws provide that the number of persons serving
on the Board of Directors shall not be less than five and not more than
eleven. The normal terms for persons elected as directors is until the next
Annual Meeting of Stockholders and until their successors are duly elected
and qualified.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED BELOW.

Proxies in the accompanying form will be voted FOR the election of these
individuals, unless authority to vote is withheld on the proxy. If any
nominee or nominees shall become unavailable for election, it is intended
that the proxies will be voted for the election of the substitute nominees as
the Board of Directors may propose. Any stockholder has the option to
withhold authority to vote for all nominees for directors, or to withhold
authority to vote for individual nominees for directors. The effect on the
election of directors of casting votes against nominees or of withholding
authority to vote for nominees is that the stockholder is considered present
at the meeting and considered for meeting quorum requirements, but the vote
is not a vote in favor of the nominee for purposes of determining whether the
nominee has received the favorable vote of a majority of shares present at
the meeting needed for election. Information about the nominees as of March
10, 1997, is set forth below:

NOMINEES

Has Served Shares Beneficially
Position with the Parent Company as a Director Owned as of Percent
Name Age and/or Principal Occupation Since March 10, 1997 of Class
____ ___ ___________________________ _____ ______________ ________

C. Robert Brenton 66 Chairman of the Board
Brenton Banks, Inc. 1960 1,512,185 (1)(2) 18.59%

William H. Brenton 72 Director
Brenton Banks, Inc. 1957 1,566,992 (1)(2) 19.26%

Junius C. Brenton 62 Director
Brenton Banks, Inc. 1969 1,629,885 (1) 20.04%

Robert L. DeMeulenaere 57 President
Brenton Banks, Inc. 1994 29,893 (2)(3) less than
1%

R. Dean Duben 70 Director
Brenton Banks, Inc. 1960 18,789 (4) less than
1%
Hubert G. Ferguson 68 Financial Services Consultant
New Brighton, Minnesota 1994 1,100 (5) less than
1%

Gary M. Christensen 53 President and Chief Executive
Officer, Pella Corporation 1995 -- --

<FN>

(1) See "Principal Holders of Voting Securities" (page 2). William H. Brenton, C. Robert Brenton and Junius C. Brenton
are control persons of Brenton Banks, Inc. by virtue of their stock ownership.
(2) Amount includes vested options for the purchase of the Parent Company's Common Stock pursuant to the 1987 Non-
Qualified Stock Option Plan in the following amounts: C. Robert Brenton - 23,100 shares, William H. Brenton - 6,600
shares, and Robert L. DeMeulenaere - 20,900 shares.
(3) Mr. DeMeulenaere has sole voting and investment power over 27,635 shares, and shared power over 2,258 shares.
(4) Mr. Duben has sole voting and investment power over 11,317 shares, and shared power over 7,472 shares.
(5) Mr. Ferguson has sole voting and investment power over all 1,100 shares.

In addition to the positions listed above, the nominees were employed in
the following capacities during the past five years. William H. Brenton
served as Chairman of Executive Committee and Vice Chairman of the Board of
the Parent Company through December 1994. Junius C. Brenton served as
President of the Parent Company from May 1990 to January 1994. Robert L.
DeMeulenaere served as Senior Vice President of the Parent Company and CEO of
Brenton Bank and Trust Company of Cedar Rapids from August 1990 through
January 1994. R. Dean Duben served as Senior Vice President of the Parent
Company and President of Brenton First National Bank, Davenport through
December 1991 and Vice Chairman of Brenton First National Bank, Davenport
through September 1995. Hubert G. Ferguson served as Senior Vice President
of Dain Bosworth, Minneapolis, Minnesota, through December 1992. Gary M.
Christensen served as Senior Vice President of Marketing and Sales for Pella
Corporation from November 1990 through December 1993 and President and Chief
Operating Officer for Pella Corporation through January 1996.

None of the nominees, current directors or executive officers of the
Parent Company are related except William H. Brenton, C. Robert Brenton and
Junius C. Brenton, who are brothers.

All loans made by the Parent Company's affiliated banks to directors,
nominees, executive officers and associates of such persons were made in the
ordinary course of business, on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with unaffiliated persons, and did not involve more than the
normal risk of collectibility or present other unfavorable features.

None of the above nominees hold a directorship in any other company with
a class of securities registered pursuant to Section 12 or subject to Section
15(d) of the Securities Exchange Act or registered as an investment company
under the Investment Company Act of 1940 except C. Robert Brenton, who is a
director of Pioneer Hi-Bred International, Inc.

The Audit Committee was comprised of R. Dean Duben, Arlen D. Schrum and
Hubert G. Ferguson, with John C. Eddy and William H. Brenton as consulting
members. R. Dean Duben, Hubert G. Ferguson and William H. Brenton are also
members of the Board of Directors of Brenton Banks, Inc. Arlene D. Schrum is
a member of the regular Board of Directors of Brenton Bank and John C. Eddy
is a member of the advisory Board of Directors of the Des Moines market. The
Audit Committee oversees the functions of the internal audit department;
examines the services performed for Brenton Banks, Inc. and its subsidiaries
(the "Company") by the Company's independent auditors; approves or
disapproves their services and considers the effect of their services on the
independence of the auditors; and performs such other functions as the Board
of Directors shall from time to time assign to it. During 1996, the Audit
Committee met twice.

The Compensation Committee, which sets and/or confirms the salaries of
executive officers consisted of Gary M. Christensen, William H. Brenton, and
Junius C. Brenton for 1996. During 1996, the Compensation Committee met four
times. See the Compensation Committee Report on page 9.

Although the Board of Directors has no standing Nominating Committee,
the Board met once during January 1997, for the purpose of naming nominees
for the Board of Directors and has selected R. Dean Duben to report to the
stockholders at the Annual Meeting on the nominees recommended by the Board
of Directors. The Board will consider nominations for the Board of Directors
submitted by stockholders to the Secretary of the Parent Company at least one
hundred and twenty days prior to the Annual Meeting of Stockholders. In
accordance with the Parent Company's Bylaws, no nominations for the Board of
Directors will be considered or voted on at the Annual Meeting of
Stockholders unless submitted in writing to the Secretary of the Parent
Company at least five days prior to the Annual Meeting.

During 1996, the Board of Directors held twelve meetings, including six
regular meetings, four dividend declaration meetings and two special
meetings. During 1996, each of the incumbent directors who are nominees for
the Board of Directors attended at least 75 percent of the aggregate of the
total number of meetings of the Board of Directors and the total number of
meetings held by all committees of the Board on which the nominee served,
except Hubert G. Ferguson, who attended less than 75 percent of both Board of
Director meetings and committee meetings.
4

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16 of the Securities and Exchange Act of 1934 requires the
officers, directors and shareholders holding more than ten percent of the
Company's common stock to file reports reflecting their ownership of stock
and any changes in ownership with the Securities and Exchange Commission.
Copies of the reports filed with the Securities and Exchange Commission are
delivered to the Company. Based upon the Company's review of the forms and
upon representations from the individuals that no year-end filings are
necessary, except as noted below, the Company believes that all filing
requirements under Section 16 were made by all of the Company's officers,
directors and shareholders holding more than ten percent of the Company's
common stock. During 1996, Marc J. Meyer timely reported all transactions
but inadvertently did not report his ownership of 63 shares of stock on his
initial Form 3 filing. Ronald D. Larson inadvertently did not report a gift
of 220 shares during 1996. These omissions have been corrected by the filing
of Form 5's reporting the omissions. Brenton Banks, Inc. undertakes to make
the filings on behalf of its executive officers and directors and has
procedures to assure that filing requirements are met.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In connection with the Company's stock repurchase plan, the Company
purchased from the Juliette Brenton Moen Trust 47,000 shares of the Company's
common stock for a purchase price of $1,128,000. The repurchase of the stock
was made on July 29, 1996, (42,000 shares) and August 1, 1996, (5,000 shares)
at the average of the bid and ask price of the stock as quoted by an
independent market maker. The Juliette Brenton Moen Trust is a trust which
is controlled by William H. Brenton, C. Robert Brenton and Junius C. Brenton,
who serve as Trustees of the Trust. William H. Brenton, C. Robert Brenton
and Junius C. Brenton are all Directors of the Company and C. Robert Brenton
is the Chief Executive Officer of the Company. None of the Trustees of the
Trust are beneficiaries of the Trust or will benefit monetarily from the sale
of the stock by the Trust. The terms of the transaction were approved by the
Company's Audit Committee and unanimously approved by the Board of Directors
(excluding William H. Brenton, C. Robert Brenton and Junius C. Brenton).

EXECUTIVE COMPENSATION

The following sets forth information on the annual and long-term
compensation paid or accrued by the Company for services rendered in 1996,
1995 and 1994 of those persons who are the Chairman of the Board, President,
and the three most highly compensated officers of the Company.
5

Summary Compensation Table

Long Term
Annual Compensation Compensation
__________________________________________ ____________
Other Annual Restricted All Other
Name and Current Principal Compensation Stock Options/ Compensation
Position Year Salary ($) Bonus ($) ($) Award(s)($) SARS (#) $
________ ____ __________ _________ ____________ __________ ________ ____________

C. Robert Brenton 1996 189,800 45,903 -- -- 22,000 129,218(6)
Chairman of the Board 1995 172,388 -- 19,181(1) -- 137,147(7)
1994 172,388 -- -- -- 138,165(8)

Robert L. DeMeulenaere 1996 189,800 45,903 -- -- 77,000 10,062(9)
President 1995 150,000 -- -- 65,196(5) 9,948(9)
1994 150,000 -- 15,330(2) 67,544(5) 11,250(9)

Larry A. Mindrup 1996 165,800 41,066 -- -- 49,500 37,343(10)
Chief Banking Officer 1995 156,250 40,000 20,963(3) 47,071(5) 10,799(9)
Brenton Bank* 1994 124,299 40,000 26,428(3) 31,726(5) 11,250(9)

Phillip L. Risley 1996 156,100 37,753 -- -- 49,500 10,859(9)
Chief Administrative
Officer 1995 146,300 -- 16,305(4) 52,979(5) 11,150(9)
Brenton Bank* 1994 146,300 -- -- 54,383(5) 11,250(9)

Norman D. Schuneman 1996 137,600 33,811 -- -- 27,500 9,553(9)
Chief Credit Officer 1995 129,308 -- -- 47,852(5) 9,002(9)
Brenton Bank* 1994 126,313 -- -- 46,278(5) 10,791(9)

* A Subsidiary of the Parent Company

<FN>
(1) Includes payments of $10,181 and $4,800 for excess insurance coverage and automobile allowance.
(2) Includes a payment of $9,375 made to Mr. DeMeulenaere in connection with his relocation from Cedar Rapids, Iowa, to
Des Moines, Iowa.
(3) Includes a payment of $11,935 made to Mr. Mindrup in connection with his relocation from Ames, Iowa, to Des Moines,
Iowa in 1995, and a payment of $18,319 in connection with his relocation from Grinnell, Iowa, to Ames, Iowa in 1994.
(4) Includes payments of $7,178 and $7,555 to or on behalf of Mr. Risley for automobile allowance and club memberships.
(5) The restricted stock awards are a part of the Company's Long-Term Incentive Stock Compensation Plan. Under the
terms of the restricted stock grant, an individual receiving a grant must be continuously employed by the Company for
three fiscal years beginning in the year of the grant for the restricted stock to vest, unless vested prior to this date
due to death, disability, retirement or change in control of the Company. No dividends are paid on the restricted
stock. The market value per share of the restricted stock on the date of grant was $16.48 for the 1995 grant, $16.21
for the 1994 grant, after restatement for stock dividends. Robert L. DeMeulenaere was granted 3,956 and 4,166
restricted shares for the years 1995 and 1994, respectively. The market value of Mr. DeMeulenaere's restricted stock
holdings was $224,411 based on the closing price as of December 31, 1996. Larry A. Mindrup was granted 2,856 and 1,956
restricted shares for the years 1995 and 1994, respectively. The market value of Mr. Mindrup's restricted holdings was
$132,955 based on the closing price at December 31, 1996. Phillip L. Risley was granted 3,215 and 3,354 restricted
shares for the years 1995 and 1994, respectively. The market value of Mr. Risley's restricted holdings was $181,501
based on the closing price at December 31, 1996. Norman D. Schuneman was granted 2,842 and 2,854 restricted shares for
the years 1995 and 1994, respectively. The market value of Mr. Schuneman's restricted stock holdings was $157,380 based
on the closing price of December 31, 1996.
(6) Includes life insurance premium payments made on behalf of Mr. Brenton in the amount of $114,000, which will be
repaid to the Company upon the termination of such insurance policies. The Company expensed $29,211 in connection with
the payment of the premiums. This amount also includes contributions of $9,988 toward qualified retirement plans and
$5,230 of director fees paid by affiliated banks.
(7) Includes life insurance premium payments made on behalf of Mr. Brenton in the amount of $114,000, which will be
repaid to the Company upon the termination of such insurance policies. The Company expensed $29,211 in connection with
the payment of the premiums. This amount also includes contributions of $9,957 toward qualified retirement plans and
$13,190 of directors fees paid by affiliated banks.
(8) Includes life insurance premium payments made on behalf of Mr. Brenton in the amount of $114,000, which will be
repaid to the Company upon the termination of such insurance policies. The Company expensed $24,342 in connection with
the payment of the premiums. This amount also includes contributions of $11,250 toward qualified retirement plans and
$12,915 of directors fees paid by affiliated banks.
(9) Constitutes the entire amount contributed to qualified retirement plans, on behalf of the named individual.
(10) Includes $10,844 contributed toward qualified retirement plans and $26,499 discretionary payment to adjust the
total compensation among the Company's senior executive officers.

Option Exercises and Fiscal Year-End Values - The following table sets
forth information regarding the number of options exercised by the named
executive officers and the year-end values of options held by such
individuals pursuant to the Company's non-qualified stock option plan.

Aggregated Option/SAR Exercises in Last Fiscal Year
and December 31, 1996, Option/SAR Values

Number of Securities Value of Unexercised
Underlying Unexercised In the Money
Shares Options/SARs at Options/SARs at
Acquired on Value December 31, 1996 December 31, 1995
Name Exercise # Realized $ (Exercisable)/(Unexercisable)** (Exercisable)/(Unexercisable)**
____ __________ __________ ______________________________ ______________________________

C. Robert Brenton
Chairman of the Board -- -- 23,100/22,000 $545,500/$120,400

Robert L. DeMeulenaere
President 2,200 $39,407 20,900/77,000 $493,500/$421,300

Larry A. Mindrup
Chief Banking Officer
Brenton Bank* 2,500 $59,338 3,000/49,500 $70,800/$270,800

Phillip L. Risley
Chief Administrative
Officer
Brenton Bank* -- -- -0-/49,500 -0-/$270,800

Norman D. Schuneman
Chief Credit Officer
Brenton Bank* -- -- 16,500/27,500 $389,600/$150,500

* A Subsidiary of the Parent Company
** The unexercisable stock options become vested only upon achievement of an aggressive net income performance
vesting schedule or with continued employment through March, 2006.

Option/SAR Grants in Last Fiscal Year - The following table sets forth
information regarding the number of Option/SAR grants granted to the named
executive officers pursuant to the Company's 1996 Stock Option Plan that was
adopted in 1996. The Company does not offer any other long-term incentive
plans which would be included in this table.

Option/SAR Grants in Last Fiscal Year
Individual Grants Grant Date Value
_________________ ________________

Percent of total
Options/SARs Exercise
granted to of Grant Date
Options/SARs employees in base price Expiration Present Value
Name Granted (#) fiscal year ($/SH) Date $6.60(2)
____ ___________ ___________ ______ ____ ________

C. Robert Brenton
Chairman of the Board 22,000 4.67% $22.159 October 12, 2006 $145,200

Robert L. DeMeulenaere
President 77,000 16.36 $22.159 October 12, 2006 $508,200

Larry A. Mindrup
Chief Banking Officer
Brenton Bank* 49,500 10.51 $22.159 October 12, 2006 $326,700

Phillip L. Risley
Chief Administrative
Officer
Brenton Bank* 49,500 10.51 $22.159 October 12, 2006 $326,700

Norman D. Schuneman
Chief Credit Officer
Brenton Bank* 27,500 5.84 $22.159 October 12, 2006 $181,500

* A Subsidiary of the Parent Company

<FN>
(1) The options granted to the Executive Officers were options authorized pursuant to the 1996 Stock Option Plan. The
options will vest nine years and six months following their grant provided that the employee remains employed with the
Company since the date of grant. The options can also vest pursuant to performance vesting requirements tied to
cumulative net income for the periods 1996 through 1998, 1999 and 2000, which are set forth in the option agreements.
Plans provide for prorated vesting upon normal retirement after age 65, upon death or disability of the optionee or in
the event the Company is sold, merged or consolidated with another Company. If the optionee retires prior to age 65
without Committee approval or leaves the Company, the options that were exercisable will expire if not exercised within
ninety days. Subject to the discretion of the Committee, the option price may be paid in cash, shares already owned,
surrender of options or in such other manner as the Committee may establish.
(2) The value of the options is based upon the Company's use of a variation of the Black-Scholes option pricing model.
The per share fair value of stock options granted during 1996 was $6.60 based on the date of grant using the model with
the following weighted average assumptions: expected dividend yield of 2.15 percent, risk-free interest rate of 6.85
percent, expected life of 7.5 years and expected volatility of stock price of 18 percent. No adjustments have been made
for non-transferability or risk of forfeiture.

Shareholder Return Performance Presentation - Set forth on the following
page is a line graph comparing the yearly percentage change in the cumulative
total shareholder return on the Company's common stock against the cumulative
total return of the NASDAQ stock market index for U.S. companies, and SNL
Securities' Midwestern Bank Index for the five-year period ended December 31,
1996. Total return values for the Company, NASDAQ and SNL Securities'
Midwestern Bank Index were calculated based on cumulative total return values
assuming reinvestment of dividends. The graph represents a $100 investment
on December 31, 1991, and presents the current value, considering dividend
reinvestment and current market prices. The shareholder return shown on the
graph is not necessarily indicative of future performance of the Company.
8

Brenton Banks Inc., Stock Price Performance

1991 1992 1993 1994 1995 1996

Brenton Bank Inc. 100 128 132 141 168 246
SNL Securities' Index for the NASDAQ
Stock Market (U.S. Companies)* 100 116 134 131 185 227
SNL Securities' Midwestern Bank Index* 100 129 135 130 193 262

Compensation Committee Report - The Compensation Committee report has
been prepared by the following individuals who comprise the Compensation
Committee: Gary M. Christensen, Chairperson; Junius C. Brenton and William
H. Brenton.

The role of the Compensation Committee is to provide leadership by
effectively and appropriately using compensation to tie the financial
interests of the Company's executive officers to those of the shareholder.
The goal is to achieve the Company's vision and goals and thereby maximize
the return to shareholders.

The general responsibilities of the Compensation Committee are the
oversight of executive compensation for the Chief Executive Officer and
other senior officers of the Company who report to the Chief Executive
Officer; communicate with the full Board of Directors; and communicate with
shareholders of the Company.

The specific duties of the Compensation Committee include the
following:

1. Establish a total compensation philosophy and policy which fairly
rewards the executives for performance benefiting shareholders and which
effectively attracts and retains the executive resources necessary to
successfully lead and manage the Company.
9

2. Determine the details of the Chief Executive Officer's total
compensation.
3. Review and approve the Chief Executive Officer's salary and bonus
recommendations for the other Senior Officers who report to the Chief
Executive Officer.
4. Approve and administer cash incentive compensation plans and deferred
compensation plans for the executives, including any modifications to such
plans, and annually establish the performance objectives for the incentive
plans.
5. Approve and administer all the stock incentive plans.
6. Prepare the committee's annual report to shareholders in the proxy
statement.
7. Oversee the Company's retirement and benefit programs involving
significant cost; periodically review executive supplementary benefits and
perquisites.
8. Such other duties as delegated by the Board of Directors.

The total compensation of the company's executive officers, including
C. Robert Brenton and Robert L. DeMeulenaere, is comprised of three
distinct components; base salary, annual incentive bonus and long-term
stock compensation. In addition to each of the foregoing, the executive
officers of the Company are allowed to participate in the Company's
Executive Savings Plan, Profit Sharing/401(k) Plan, Employee Stock Purchase
Plan and other employee benefit programs generally available to all Company
employees.

During 1996, the Compensation Committee engaged a recognized
consulting firm to review compensation programs of the Company. This
engagement included a review of base pay, incentive bonus and stock
compensation plans for the executive officers and senior officers of the
Company. The engagement also included a general review of the compensation
philosophy and compensation programs employed by the Company. The general
philosophy that resulted from the consulting work was to focus on the
following three items: competitive total compensation; a philosophy of pay
for performance; and on tying the financial interests of the executives to
those of the shareholders. As a result, compensation emphasis will shift
toward the variable components of incentive bonus and stock compensation.

Base Salaries - The Committee's policy is to set the base salary of
each of the Company's executive officers at levels that are comparable to
those paid by similar sized banks and bank holding companies located in the
midwestern region and throughout the United States, as documented by
independent survey companies. The Compensation Committee believes that the
base salary of C. Robert Brenton and Robert L. DeMeulenaere are set at
levels below average base salaries of Chief Executive Officers of other
comparable bank holding companies. The base salaries of the Company's
executive officers, including C. Robert Brenton and Robert L. DeMeulenaere,
are not directly related to the Company's stock performance. Except for
some unusual situations, there were no increases in base pay in 1995. In
1996, base pay was adjusted as a result of the consulting study to reflect
a salary closer to current market levels. There will be no increases in
base pay for executive officers in 1997.

Bonuses - The bonus plans utilized by the Company are designed to
promote the interest of the Company by tying the Company's financial goals
to each executive officer's bonus plan. For 1996, to create a unified
team, all executive officers of the Company had between 50 percent and 100
percent of their bonus plan tied to the consolidated net income goals of
the Company. The remaining portion of the bonus plan and the bonus plans
for other officers of the Company were tied to other financial goals or
personal objectives for which the officer had influence or control. A
bonus performance matrix was established for each bonus area. All
executive officers were eligible to earn a bonus of up to 30 percent of
base pay. All bonus plans were subject to achieving a threshold net income
level of $14,000,000.

For 1996, C. Robert Brenton and Robert L. DeMeulenaere were eligible
to receive a bonus of up to 30 percent of their base pay. The bonus plan
was tied 100 percent to the achievement of consolidated net income. This
plan was subject to an earnings threshold whereby no bonus would be paid if
consolidated net income was below $14,000,000. Based on the bonus
performance matrix both C. Robert Brenton and Robert L. DeMeulenaere earned
80.62 percent of their bonus potential.

Long-term Stock Compensation Plan - Long-term Incentive Stock
Compensation Plan - The purpose of the Company's Long-term Incentive Stock
Compensation Plan is to increase the stock held by the Company's executive
officers and key employees and to provide long-term incentives to
participants in the Plan. The long-term incentives are designed to closely
ally the interest of executive officers to the interests of the
shareholders of the Company. Stock was
10

granted under the Plan to achieve value equal to a specific multiple of the
individual's base salary, with 35 percent designated as restricted stock
and 65 percent as performance stock. Executive officers granted restricted
and performance stock by the Board of Directors must remain employed by the
Company through the third calendar year following the grant, in order to
receive the stock without the restrictions. Performance criteria described
below must be met to earn performance stock. In the event of death,
disability or retirement after the age of 65 by the executive officer or a
change in control of the Company, up to 100 percent of the restricted or
performance stock granted to the executive officer will be transferred to
the participant without restrictions.

During 1996, there were no grants of options under this plan and no
further grants are anticipated. Based on financial results for 1996, the
executive officers as a group had 26,278 shares of restricted stock and no
shares of performance stock vest under this plan, including no shares for
C. Robert Brenton and 4,166 shares for Robert L. DeMeulenaere. These
shares were issued by February 15, 1997.

As of December 31, 1996, there remains outstanding under the 1995
grant a total of 28,133 shares of restricted stock and 52,243 shares of
performance stock to the executive officers as a group. The restricted
shares will vest upon completion of continued employment through December
31, 1997. The performance shares will vest based upon a performance
vesting schedule tied to the financial performance for the three-year
performance period ended December 31, 1997. Under this performance vesting
schedule, the performance stock grants awarded to the executive officers
will be transferable to the participants at the beginning of 1998, if the
Company's average annual increase in earnings per common and common
equivalent share reaches tiered levels for the three-year performance
period. The threshold, target and maximum average annual earnings per
share growth under the terms of the Plan are 7.50 percent, 10.00 to 11.99
percent, and greater than 16.00 percent, respectively; for example, none of
the performance shares will be earned if the average annual earnings per
share growth over the performance period is less than 7.50 percent, 100
percent will earned if the annual average earnings per share growth is
10.00 percent to 11.99 percent, and 150 percent will be earned if the
average annual earnings per share growth is 16.00 percent or more. The
maximum amount available to a participant granted performance stock is 150
percent of the performance stock granted. Amounts in excess of 100 percent
of the stock awarded are to be paid in cash to the participant. Assuming
the target performance levels are reached, the value of the performance
stock grants (based upon the value on the date of grant) will be 37.5
percent of the executive officer's anticipated average annual base salary
over the three year performance period.

When granting both the restricted and performance stock awards under
the Plan, the Board of Directors considered the position of the executive
officer, the executive officer's past and anticipated future contribution
to the Company's profitability and the executive officer's alliance with
the interests of shareholders. The Board of Directors did not award any
restricted or performance stock to C. Robert Brenton because Mr. Brenton's
interests already closely ally the interests of shareholders due to his
substantial stock holdings in the Company.

Long-Term Stock Compensation Plan - 1996 Stock Option Plan - In 1996,
the Company adopted the 1996 Stock Option Plan. The purpose of the Plan is
to support the creation of shareholder value. The Plan aligns the
interests of key employees with those of the shareholders of the Company
and encourages key employees of the Company to acquire equity interests in
the Company. The Plan is intended to attract, motivate and retain key
employees and to tie a significant portion of their compensation to the
long term success of the Company. The Plan authorizes the granting of
options on up to 550,000 shares of the Parent Company's $5 par value common
stock. The options are intended to be non-qualified options under the
Internal Revenue Code.

The Board of Directors granted 468,600 options on September 12, 1996
and 2,200 options on November 14, 1996. The options are exercisable at the
market price on the date of grant: $22.16 in September 1996 and $23.63 in
November 1996. See the table "Option/SAR Grants in Last Fiscal Year" for
information concerning named executive officers. The Compensation
Committee and the Board of Directors considered both the total number of
shares to include in the Plan as well as how shares should be allocated
among employee groups. To meet the overall goals of the Company's
compensation philosophy and the stock option plan, approximately 80 percent
of the shares will be allocated to the executive officer group and
approximately 20 percent will be allocated to other officers and key
personnel. When making specific grants the Compensation Committee
considers the position of the executive officer, the executive officer's
past and anticipated future contribution to the Company's profitability and
the executive officer's alliance with the interest of shareholders.
11

To date a total of 392,700 option shares have been granted to the
executive officers as a group, with 22,000 granted to C. Robert Brenton and
77,000 granted to Robert L. DeMeulenaere. The smaller amount granted to C.
Robert Brenton is in recognition of the fact that his interests are already
closely allied with the interests of shareholders due to his substantial
stock holdings. The amounts granted to C. Robert Brenton and Robert L.
DeMeulenaere are in recognition of their past and future expected
contribution and impact on the financial results of the Company.

Under the provisions of the Stock Option Agreements granted to date,
the options will vest and may be exercised upon the earlier of nine years
and six months from the date of grant or upon the Company's achievement of
aggressive accumulative net income goals specified in the agreement. The
accumulative net income goals specified in the option agreement include
performance periods beginning January 1, 1996, and continuing through
December 31, 1998, 1999 and 2000. To the extent the Company's cumulative
net income meets or exceeds the thresholds set forth in the Performance
Vesting Schedule below, the options will become vested proportionately to
the extent that the amount of cumulative net income exceeds the minimum up
to the maximum level applicable to the performance period.

Performance Vesting Schedule

% Total Vested Cumulative Net Income (in thousands) Starting 1/1/96 Through
12/31/98 12/31/99 12/31/00

100% -- -- $93,900
75% -- -- $89,486
67% -- $70,900 $88,073
50% -- $67,737 $85,071
33% $50,000 $64,574 --
25% $45,940 -- --
0% -- -- --

The Plan also provides for prorated vesting upon normal retirement
after age 65, upon death or disability of the optionee, or in the event the
Company is sold, merged, or consolidated with another company. If the
optionee retires prior to age 65 without approval or leaves the Company,
the options that were exercisable by the optionee will expire if not
exercised within 90 days.

Long-Term Stock Compensation Plan - 1987 Non-Qualified Stock Option
Plan - The Company also maintains a 1987 Non-Qualified Stock Option Plan
which permits the Board of Directors to grant options to officers of the
Company (Brenton Banks, Inc. and its subsidiaries) through May 6, 1997.
There were no grants of options under this plan in 1996 and no further
grants are anticipated. The total aggregate amount of stock that can be
issued pursuant to the exercise of the options is 330,000 shares of the
Parent Company's $5 par value common stock. The options are intended to be
non-qualified options under the Internal Revenue Code.

The Board of Directors has adopted Administrative Rules ("Rules") for
the 1987 Non-Qualified Stock Option Plan. The Rules set the term of the
options at 10 years and 30 days after the date of grant and provide for a
ratable five (5) year vesting scheduled for the options. The Rules also
provide for full vesting upon normal retirement after age 60, upon the
death or disability of the optionee, or in the event the Company is sold,
merged, or consolidated with another company. If the optionee retires
prior to age 60 without the Board of Directors' approval or is terminated
by the Company, the options that were then exercisable by the optionee will
expire if not exercised within 90 days.

The Board of Directors granted 9,240 options on July 21, 1994; 16,500
options on June 28, 1990; 23,100 options on April 19, 1990; 16,500 options
on September 14, 1988; and 275,550 options on July 13, 1987. The options
are exercisable at the market price on the date of grant: $17.86 in July
1994, $8.60 in June 1990, $7.99 in April 1990; $5.83 in September 1988; and
$4.02 in July 1987. As of December 31, 1996, 206,870 options have been
exercised and 24,750 have been forfeited. The weighted average per share
exercise price of the 109,270 options currently outstanding is $4.98. All
of the outstanding options were vested and exercisable at the end of 1996.
At December 31, 1996, there were 13,860 shares still available for grant.
12

Split Dollar Insurance - The Company has instituted a life insurance
program for the benefit of C. Robert Brenton to encourage his continued
participation in the Company following his retirement and to aid him with
his estate planning goals. The life insurance program provides up to
$3,500,000 of life insurance coverage to C. Robert Brenton and his spouse.
Pursuant to the terms of the program, the insurance policies are held in a
trust created for the benefit of the named executive officer and the
officer's spouse. The Company is obligated to pay $114,000 of the premiums
for a period of seven (7) years. Upon the termination of the policies, the
Company is repaid the premiums together with interest in excess of $300,000
on the premiums at the rate of 5.2 percent per annum. The amount of the
premiums paid for 1996 was $114,000. The Company expensed $29,211 in
connection with the payments made pursuant to the life insurance program.
The benefits payable pursuant to the life insurance program are not related
to the performance of the Company.

RESPECTFULLY SUBMITTED,

GARY M. CHRISTENSEN, WILLIAM H. BRENTON, AND JUNIUS C. BRENTON

Director Compensation - During 1996, directors William H. Brenton, R.
Dean Duben, Hubert G. Ferguson and Gary M. Christensen received directors'
fees for their service on the Board of Directors and directors C. Robert
Brenton, Junius C. Brenton and Robert L. DeMeulenaere did not receive
directors' fees for their service on the Board of Directors. For 1996, the
directors fees were $2,500 for regular Board of Directors' meetings, $750
for special Board of Directors' meetings and $500 for audit committee
meetings. One-half of the fees earned by a director for regular meetings
are credited toward the Director's Incentive Plan described below. During
1996, R. Dean Duben, Hubert G. Ferguson and Gary M. Christensen earned
$8,500, $6,000 and $9,000, respectively for their service as directors of
the Company. Hubert G. Ferguson earned $750 for consulting services.
Junius C. Brenton earned $1,500 for services as a director of certain of
the Company's affiliated banks. William H. Brenton earned $10,500 for
services as director of the Company and $1,050 for services as a director
of certain of the Company's affiliated banks.

William H. Brenton and Junius C. Brenton participate in the Company's
split dollar life insurance program. The plan is designed to encourage
their continued participation in the Company following their retirement and
to aid them with their estate planning goals. The life insurance program
provides up to $3,500,000 and $2,000,000 of life insurance coverage to
William H. Brenton and Junius C. Brenton and their spouses, respectively.
Pursuant to the terms of the program, the insurance policies are held in a
trust created for the benefit of the named Director and their spouse. The
Company is obligated to pay $114,000 of the premiums for a period of seven
(7) years for William H. Brenton and $48,314 of the premiums for a period
of six (6) years for Junius C. Brenton. Upon the termination of the
policies, the Company is repaid the premiums together with interest in
excess of $300,000 and $150,000 for William H. Brenton and Junius C.
Brenton, respectively, on the premiums at the rate of 5.2 percent per
annum. The amount of the premiums paid for 1996 was $114,000 for William
H. Brenton and $48,314 for Junius C. Brenton. The Company expensed $29,211
in connection with the payments made on behalf of William H. Brenton.

In the third quarter of 1995, the Company adopted the Directors'
Incentive Plan to attract, retain and compensate directors of the Company.
The Plan is a non-qualified phantom stock deferred compensation plan and
is administered by the Board of Directors. Pursuant to the plan's
provisions, one-half of the directors' fees payable to directors for
regular Board of Directors meetings are credited toward the Plan.
Participants are awarded common stock share credits to a special ledger
account maintained by the Company. Within six months following the
participant no longer being a director of the Company, the Company will pay
to the participant the value of the share credits, which are equated to the
fair market value of the Company's common stock (assuming the reinvestment
of dividends). During 1996, the values of the credits awarded to William
H. Brenton, Mr. Duben, Mr. Ferguson and Mr. Christensen were $7,577,
$7,641, $5,340 and $7,711, respectively.

Agreements with Executive Officers - The Company entered into
agreements with Robert L. DeMeulenaere, Larry A. Mindrup and Norman D.
Schuneman which provide these officers certain benefits upon a change in
control of the Company. A change in control occurs when there is a
transfer of substantially all of the Company's assets, when the
stockholders of the Company immediately preceding an event or transaction
control less than a majority of the voting
13

power of the Company immediately following the event or transaction, or
when the Brenton family and their affiliates together, are no longer the
largest shareholder of the Company. Pursuant to the terms of these
contracts, Mr. DeMeulenaere, Mr. Mindrup and Mr. Schuneman may receive up
to $500,000, $350,000, and $375,000, respectively, if there is a change in
control of the Company and they are terminated or there is a substantial
reduction in their duties within three years following the change in
control. In the event of a change in control where their employment is not
terminated, their base salary for the three years following the change in
control shall not be less than the amount immediately prior to the change
in control. The maximum benefit payable to these individuals is limited to
the lessor of the amount deductible under the Internal Revenue Code Section
280G or the amounts set forth above. The benefits payable to
Mr. DeMeulenaere, Mr. Mindrup and Mr. Schuneman are subject to certain
phase-out adjustments beginning one year following the change in control.
The agreements for Mr. Mindrup and Mr. Schuneman expire on December 31,
1997.

II. APPROVAL OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors has selected KPMG Peat Marwick LLP as
independent auditors for the Company for the year 1997. Such selection is
being submitted to the stockholders for approval. KPMG Peat Marwick LLP
has served for many years as the independent auditors for the Company,
including 1996, and was approved by the stockholders at the last Annual
Meeting of the Stockholders. Representatives of KPMG Peat Marwick LLP are
expected to be present at the meeting, will be given an opportunity to make
a statement, if they so desire, and are expected to be available to respond
to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF KPMG PEAT MARWICK
LLP AS INDEPENDENT AUDITORS FOR THE COMPANY.

III. OTHER MATTERS

The Board of Directors does not know of any matters to be presented at
the Annual Meeting other than the approval of minutes and those mentioned
above. However, if any other matters properly come before the meeting or
any adjournments thereof, it is the intention of the persons named in the
enclosed proxy to vote the shares represented by them in accordance with
their best judgment pursuant to the discretionary authority granted in the
proxy.

SUBMISSION OF SHAREHOLDER PROPOSALS

In accordance with the Parent Company's Bylaws, any stockholder
proposal for action at the Annual Meeting, including nominations for the
Board of Directors, must be submitted in writing to the Secretary of the
Parent Company at least five days prior to the date of the Annual Meeting
to be considered and voted upon at the meeting.

INCLUSION OF SHAREHOLDER PROPOSALS IN PROXY STATEMENT

Any stockholder may present a proposal for inclusion in the Parent
Company's proxy statement for the next Annual Meeting of the Stockholders
to be held on May 6, 1998, provided that at the time the proposal is
submitted the proponent is a record or beneficial owner of at least 1
percent or $1,000 in market value of shares entitled to be voted at the
meeting on a proposal and has held the shares for at least one year, and
provided that the proponent shall continue to own the shares through the
date of the meeting, May 6, 1998. The proponent shall notify Brenton
Banks, Inc. in writing of his or her intention to appear personally at the
meeting to present his or her proposal for action. Any proposal must be
received by Brenton Banks, Inc. no later than January 6, 1998, in order to
be included in the proxy statement of Brenton Banks, Inc. for the May 6,
1998, meeting.
14

S.E.C. FORM 10-K AVAILABLE.

COPIES OF THE COMPANY'S 1996 ANNUAL REPORT ON FORM 10-K REQUIRED TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL
STATEMENTS AND SCHEDULES, WILL BE AVAILABLE TO STOCKHOLDERS WITHOUT CHARGE
BY WRITTEN REQUEST ADDRESSED TO STEVEN T. SCHULER, SECRETARY, BRENTON
BANKS, INC., P.O. BOX 961, DES MOINES, IOWA 50304-0961.

The cost of soliciting proxies will be borne by Brenton Banks, Inc.
In addition to the solicitation of proxies by use of the mails, some of the
officers, directors and regular employees of Brenton Banks, Inc. or its
subsidiaries, none of whom will receive additional compensation therefor,
may solicit proxies by telephone, personal interview or other means.
Brenton Banks, Inc. will, upon request, reimburse nominees, custodians and
fiduciaries for expenses in forwarding proxy material to their principals.

Only stockholders of record at the close of business on March 10,
1997, will be entitled to notice of and to vote at the meeting.
Stockholders are urged to sign and date the enclosed proxy, which is
solicited on behalf of the Board of Directors, and return it as promptly as
possible. Proxies will be voted for or against the proposals presented at
the meeting, in accordance with the stockholder's specifications marked
thereon. If no specification is made, proxies will be voted on matters
presented at the meeting in accordance with the recommendations of the
Board of Directors set forth above in this Proxy Statement. The proxy does
not affect the right to vote in person at the meeting, and may be revoked
by appropriate notice to the Secretary of the Parent Company at any time
prior to the voting.

By order of the Board of Directors,

Steven T. Schuler
Secretary
15

PROXY BRENTON BANKS, INC. PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING TO BE HELD ON MAY 7, 1997, DES MOINES, IOWA.

The undersigned hereby appoints William H. Brenton, C. Robert Brenton and
Junius C. Brenton, and each of them, with full powers of substitution,
attorney and proxy to represent the undersigned at the Annual Meeting of
Stockholders of Brenton Banks, Inc., to be held at the Convention Center,
Des Moines, Iowa, at 5:00 p.m., on May 7, 1997, and at any adjournments
thereof, and to vote the shares of Brenton Banks, Inc. standing in the name
of the undersigned with all powers which the undersigned would possess if
he, she or they were personally present.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEE LISTED ON THE
REVERSE SIDE IN PROPOSAL 1, AND FOR THE APPROVAL OF KPMG PEAT MARWICK LLP
AS INDEPENDENT AUDITORS IN PROPOSAL 2.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE OR IF
AUTHORITY TO VOTE FOR NOMINEES IS NOT WITHHELD, THIS PROXY WILL BE VOTED
FOR THE NOMINEES LISTED ON THE REVERSE SIDE IN PROPOSAL 1, AND FOR PROPOSAL
2.

PLEASE MARK, AND SIGN ON REVERSE SIDE, DATE AND RETURN IN THE ENCLOSED
ENVELOPE.

Will you attend this meeting in person? [ ] Yes [ ] No If yes, there will
be _____ person(s) attending.

(Continued and to be signed on the reverse side.)

BRENTON BANKS, INC.
Please mark vote in oval in the following manner using dark ink only. [ ]

1. Election of Directors -
Nominees: William H. Brenton, C. Robert Brenton, Junius C. Brenton, Robert
L. DeMeulenaere, R. Dean Duben, Hubert G. Ferguson, and Gary M.
Christensen.

[ ] For [ ] Withhold [ ] For All Except _________________
Nominee Exception

2. Proposal to approve KPMG Peat Marwick LLP, Des Moines, Iowa, as
independent auditors for the Company for 1997.

[ ] For [ ] Against [ ] Abstain

3. Upon the approval of minutes and such other matters as may properly
come before the meeting, in such a manner as he or they determine to be in
the best interest of the Company. The Board of Directors is not presently
aware of any other matters to be presented for action at the meeting.

Dated _______________________, 1996

(Signatures)___________________________________

_______________________________________________
Joint owners must both sign exactly as shown hereon. Please sign and
return each proxy card you receive. If you are an administrator or other
fiduciary, please give your full title. Corporations should sign the full
corporation name by an authorized officer. A partnership should sign in
the partnership name by one of the partners.