UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington D.C.  20549

                                   FORM 8-K

                                CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                               OCTOBER 1, 1997

                            AMCORE FINANCIAL, INC.
            (Exact name of Registrant as specified in its charter)



                        Commission File Number 0-13393


NEVADA                                                              36-3183870
- ------                                                              ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                          Identification Number)



                501 Seventh Street, Rockford, Illinois  61104
                                (815) 968-2241






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ITEM 5.  OTHER EVENTS

     On October 1, 1997, AMCORE Financial, Inc. (AMCORE) and Investors
Management Group of Des Moines, Iowa (IMG) announced the signing of a
definitive agreement for AMCORE to acquire IMG, an asset management firm with
assets under management of approximately $1.7 billion.  The transaction will
form a new organization known as Investors Management Group, headquartered in
Des Moines, Iowa, and owned by AMCORE Investment Group, N.A.  AMCORE will
issue 321,643 shares of common stock for all of the outstanding shares of IMG
common stock.  The transaction will be accounted for as a purchase and is
expected to be completed in fourth quarter 1997.

     The transaction is subject to normal regulatory approvals and other
customary closing conditions.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)   Exhibits

               99.1      Press Release dated October 1, 1997









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                                  SIGNATURE


     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 hereunder duly authorized.



                                      AMCORE FINANCIAL, INC.



                                      By:     /s/     John R. Hecht
                                              -------------------------------
                                      Name:           John R. Hecht
                                      Title:          Senior Vice President &
                                                      Chief Financial Officer



Date:   October 7, 1997










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