SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549

                        ______________


                           FORM 8-A


             REGISTRATION OF CERTAIN CLASSES OF SECURITIES
               PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                    SECURITIES EXCHANGE ACT OF 1934



                  FIRST ENTERPRISE FINANCIAL GROUP, INC.
            (Exact Name of Registrant as Specified in Its Charter)


              ILLINOIS                        36-3688499
      (State of Incorporation         (IRS Employer Identification No.)
         or Organization)


    500 DAVIS STREET, SUITE 1005                         60201
         EVANSTON, ILLINOIS                           (zip code)
 (Address of principal executive
 offices)



 SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


         TITLE OF EACH CLASS                Name of Each Exchange on Which
         TO BE SO REGISTERED                EACH CLASS IS TO BE REGISTERED


 SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF
 THE ACT:

       Common Stock, par value $.01 per share

 Item 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
 REGISTERED

        The description of the common stock to be
        registered hereunder set forth under the caption
        "Description of Capital Stock" in the preliminary
        prospectus constituting a part of Amendment No. 3
        to the Registrant's Registration Statement
        (Registration No. 33-80217) filed with the
        Commission on June 21, 1996, is hereby incorporated
        herein by reference.

 Item 2.  EXHIBITS

        The securities described herein are to be
        registered on The Nasdaq National Market, on which
        no other securities of the Registrant are
        registered.  Accordingly, the following exhibits
        required in accordance with Part II to the
        Instructions as to exhibits on Form 8-A have been
        duly filed with the Nasdaq National Market, but are
        neither filed with, nor incorporated by reference
        in, copies of this form to be filed with the
        Securities and Exchange Commission.

            NUMBER      DESCRIPTION

          1         Copy of Amendment No. 3 to the Registrant's
                    Registration Statement on Form S-1 (No. 33-80217).

          4.1       Articles of Incorporation of First Enterprise Financial
                    Group, Inc.

          4.2       By-Laws of First Enterprise Financial Group, Inc.

          5         Specimen of Common Stock Certificate of First
                    Enterprise Financial Group, Inc.


                            SIGNATURES


     Pursuant to the requirements of Section 12 of the Securities Exchange
 Act of 1934, the Registrant has duly caused this registration statement to
 be signed on its behalf by the undersigned, thereunto duly authorized.


                   FIRST ENTERPRISE FINANCIAL GROUP, INC. (Registrant)


                   By:      /s/ Michael P. Harrington
                            Michael P. Harrington
                            CHAIRMAN OF THE BOARD AND PRESIDENT


 Date: July 11, 1996

                           EXHIBIT INDEX


          EXHIBIT NO.                        DESCRIPTION

              *1                   Copy of Amendment No. 3 to the
                                   Registrant's Registration
                                   Statement on Form S-1 (No. 33-
                                   80217).

             *4.1                  Articles of Incorporation of
                                   First Enterprise Financial
                                   Group, Inc.

             *4.2                  Bylaws of First Enterprise
                                   Financial Group, Inc.

              *5                   Specimen Common Stock
                                   Certificate of First
                                   Enterprise Financial Group,
                                   Inc.







 *   These  exhibits  are neither filed with, nor incorporated by reference
     in, the copies of  the  registration  statement  to  be filed with the
     Securities  and  Exchange  Commission  in  reliance  upon Part  II  to
     Instructions as to exhibits to Form 8-A.