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                              EXHIBIT 8.1


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                [Letterhead of Lewis, Rice & Fingersh]



                          December 20, 1996



First Banks, Inc.
11901 Olive Boulevard
St. Louis, MO 63141

           RE:  FIRST PREFERRED CAPITAL TRUST

Ladies and Gentlemen:

     We have acted as tax counsel to First Banks, Inc., a Missouri
corporation (the "Company"), and to First Preferred Capital Trust,
a statutory business trust created under the laws of Delaware (the
"Trust"), in connection with the proposed issuance of (i) Preferred
Securities (the "Preferred Securities") of the Trust pursuant to
the terms of the Amended and Restated Trust Agreement between the
Company and State Street Bank and Trust Company, as trustee (the
"Trust Agreement"), to be offered in an underwritten public
offering, (ii) Subordinated Debentures (the "Debentures") of the
Company pursuant to the terms of an indenture from the Company to
State Street Bank and Trust Company, as trustee (the "Indenture"),
to be sold by the Company to the Trust, and (iii) the Preferred
Securities Guarantee Agreement of the Company with respect to the
Preferred Securities (the "Guarantee") between the Company and
State Street Bank and Trust Company, as trustee.  The Preferred
Securities and the Debentures are to be issued as contemplated by
the registration statement on Form S-2 (the "Registration
Statement") to be filed by the Company and the Trust to register
the issuance of the Preferred Securities, the Debentures and the
Guarantee under the Securities Act of 1933, as amended (the "Act").

     We have examined originals or copies, certified or otherwise
identified to our satisfaction, of documents, corporate records and
other instruments as we have deemed necessary or appropriate for
purposes of this opinion including (i) the Registration Statement,
(ii) the Form of Indenture attached as an exhibit to the
Registration Statement, (iii) the Form of the Debentures attached
as an exhibit to the Registration Statement (iv) the Form of Trust
Agreement attached as an exhibit to the Registration Statement,
(v) the Form of Guarantee attached as an exhibit to the
Registration Statement, and (vi) the Form of Preferred Security
Certificate attached as an exhibit to the Registration Statement
(collectively the "Documents").  In such examination, we have
assumed the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies, the
authenticity of the originals of such latter documents, the
genuineness of all signatures and the correctness of all
representations made therein.  We have further assumed that there
are no agreements or understandings contemplated therein other than
those contained in the Documents.

     Based upon the foregoing, and assuming (i) the final Documents
will be substantially identical to the forms attached as exhibits to
the Registration Statement, and (ii) full compliance with all the
terms of the final Documents we are of the opinion that the
statements contained in the preliminary prospectus constituting
part of the Registration Statement under the caption "Certain
Federal Income Tax Consequences," insofar as such statements
constitute matters of law or legal conclusions, as qualified
therein, constitute an accurate description, in general terms, of
the indicated United States federal income tax consequences to such
holders.


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     The opinion expressed above is based on existing provisions of
the Internal Revenue Code of 1986, as amended (the "Code"),
existing Treasury regulations, published interpretations of the
Code and such Treasury regulations by the Internal Revenue Service,
and existing court decisions, any of which could be changed at any
time.  Any such changes may or may not be retroactively applied.
We note that there is no authority directly on point dealing with
securities such as the Preferred Securities or of transactions of
the type described herein.  Further, you should be aware that
opinions of counsel are not binding on the Internal Revenue Service
or the courts.  We express no opinion as to any matters not
specifically covered by the foregoing opinions or as to the effect
on the matters covered by this opinion of the laws of any other
jurisdiction.  Additionally, we undertake no obligation to update
this opinion in the event there is either a change in the legal
authorities, in the facts (including the taking of any action by
any party to any of the transactions described in the Documents
relating to such transactions) or in the Documents on which this
opinion is based, or an inaccuracy in any of the representations or
warranties upon which we have relied in rendering this opinion.

     This letter is not being delivered for the benefit of, nor may
it be relied upon by, the holders of the Debentures, the Guarantee
or the Preferred Securities or any other party to which it is not
specifically addressed or on which reliance is not expressly
permitted hereby.

     We hereby consent to the filing of this opinion as Exhibit to
the Registration Statement and to reference to our firm under the
caption "Certain Federal Income Tax Consequences" and "Validity of
Securities" in the preliminary prospectus constituting a part of
the Registration Statement.

                                 Very truly yours,

                                 Lewis, Rice & Fingersh, L.C
                                 /s/ Lewis, Rice & Fingersh, L.C.