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

                                     FORM 15
                                     -------

CERTIFICATION  AND NOTICE OF TERMINATION OF REGISTRATION  UNDER SECTION 12(G) OF
THE SECURITIES  EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

                         Commission File Number  0-20632

                                First Banks, Inc.
                                -----------------
             (Exact name of registrant as specified in its charter)

               135 North Meramec, Clayton, MO 63105 (314) 854-4600
- -------------------------------------------------------------------------------
(Address,  including zip code,  and telephone  number,  including  area code, of
registrant's principal executive offices)

                     ClassC 9.0% Increasing Rate, Redeemable
                    Cumulative Preferred Stock (Title of each
                    class of securities covered by this Form)

                                      None
                                      ----
        (Titles  of all other  classes  of  securities  for which a duty to file
reports under section 13(a) or 15(d) remains)

         Please  place an X in the box(es) to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

         Rule 12g-4(a)(1)(i)        |X|           Rule 12h-3(b)(1)(i)       |X|
         Rule 12g-4(a)(1)(ii)       |_|           Rule 12h-3(b)(1)(ii)      |_|
         Rule 12g-4(a)(2)(i)        |_|           Rule 12h-3(b)(2)(i)       |_|
         Rule 12g-4(a)(2)(ii)       |_|           Rule 12h-3(b)(2)(ii)      |_|
                                                  Rule 15d-6                |_|

 Approximate number of holders of record as of the certification or notice date:
                                       0
                                       -

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
First  Banks,  Inc.  has caused  this  certification/notice  to be signed on its
behalf by the undersigned duly authorized person.



Date: March 23, 1998                        By: /s/ Allen H. Blake
      --------------                            -----------------------
                                                Allen H. Blake
                                                Executive Vice President

Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.






EXPLANATORY NOTE

         Effective  December 1, 1997,  First  Banks,  Inc.  (the  "Corporation")
redeemed  all of the  outstanding  shares of its Class C 9.0%  Increasing  Rate,
Redeemable   Cumulative  Preferred  Stock  (the  "Class  C  Preferred")  at  the
redemption  price of $25.00 per share.  The  certificates  called for redemption
were those  registered on the books of the  Corporation at the close of business
on October 22, 1997,  and Chase Mellon  Shareholder  Services,  L.L.C.  acted as
Redemption  Agent. The Class C Preferred was also delisted from the NASDAQ Stock
Exchange effective December 1, 1997.