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

                         April 30, 2008 (April 25, 2008)
                Date of Report (Date of earliest event reported)


                                FIRST BANKS, INC.
             (Exact name of registrant as specified in its charter)


          MISSOURI                     0-20632                  43-1175538
(State or other jurisdiction    Commission File Number)      (I.R.S. Employer
      of incorporation)                                     Identification No.)


                 135 NORTH MERAMEC, CLAYTON, MISSOURI     63105
               (Address of principal executive offices) (Zip code)


                                 (314) 854-4600
              (Registrant's telephone number, including area code)


                                 Not Applicable
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

( ) Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

( ) Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

( ) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

( ) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))









                                FIRST BANKS, INC.

                                TABLE OF CONTENTS

                                                                           Page
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ITEM 5.02  DEPARTURE OF DIRECTORS OR CERTAIN  OFFICERS;  ELECTION  OF
           DIRECTORS;   APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
           ARRANGEMENTS OF CERTAIN OFFICERS...............................   1

SIGNATURE  ...............................................................   2










ITEM 5.02  DEPARTURE OF DIRECTORS OR CERTAIN  OFFICERS; ELECTION  OF  DIRECTORS;
           APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
           OFFICERS.


(e)        The  Board  of  Directors  of First Banks, Inc. ("First Banks" or the
           "Company")  adopted  an  amended and restated First Banks, Inc.  Non-
           Qualified  Deferred  Compensation  Plan  (the  "Plan") at the regular
           meeting of First  Banks' Board  of Directors  held on April 25, 2008.
           The  amendments  to the Plan were  necessary in order to comply  with
           the  enactment  of  Internal  Revenue Code Section  409A,  as part of
           the   American  Jobs  Creation  Act  of  2004  and  the   regulations
           thereunder.  The eligibility provisions of the Plan were also amended
           to further  limit  participation  in the Plan,  including   increased
           officer   title  and  base   salary   and/or   recurring   commission
           requirements.






                                    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 hereunto duly authorized.


                                                FIRST BANKS, INC.



Date:  April 30, 2008                           By: /s/ Terrance M. McCarthy
                                                    ----------------------------
                                                        Terrance M. McCarthy
                                                        President and
                                                        Chief Executive Officer