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



                                November 22, 2004
                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 (see General Instruction A.2. below):

[ ]  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
                                                                            ----

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT......................   1

ITEM 2.03  CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
           UNDER AN OFF-BALANCE-SHEET ARRANGEMENT OF A REGISTRANT..........   1

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





ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

     On November 22, 2004,  First Banks,  Inc.  ("First Banks" or the "Company")
entered into a Placement Agreement with FTN Financial Capital Markets and Keefe,
Bruyette & Woods,  Inc.  regarding the issuance of variable rate trust preferred
securities by First Bank Statutory Trust III, a newly formed Delaware  statutory
trust  affiliate of the Company  ("FBST  III").  On November 23, 2004,  FBST III
issued 40,000 shares of variable rate trust  preferred  securities at $1,000 per
share in a private  placement,  and issued 1,238 shares of common  securities to
First Banks at $1,000 per share.  First Banks owns all of the common  securities
of FBST  III.  The  gross  proceeds  of the  offering  were  used by FBST III to
purchase  $41.2  million of variable  rate  subordinated  debentures  from First
Banks,  maturing on December 15, 2034.  The  maturity  date of the  subordinated
debentures may be shortened, at the option of First Banks, to a date not earlier
than  December  15,  2009,  if  certain  conditions  are met.  The  subordinated
debentures  are the sole asset of FBST III. In  connection  with the issuance of
the FBST III  preferred  securities,  First Banks made  certain  guarantees  and
commitments  that,  in  the  aggregate,  constitute  a  full  and  unconditional
guarantee  by First  Banks of the  obligations  of FBST III  under  the FBST III
preferred securities.  Proceeds from the issuance of the subordinated debentures
to FBST III, net of offering expenses, were $41.2 million. The distribution rate
on the FBST III  securities is equivalent to the  three-month  London  Interbank
Offering  Rate plus 218.0  basis  points,  and is payable  quarterly  in arrears
beginning March 15, 2005.

     In a similar transaction, on September 20, 2004, First Bank Statutory Trust
II, a newly formed  Delaware  statutory  trust  affiliate of the Company  ("FBST
II"), issued 20,000 shares of variable rate trust preferred securities at $1,000
per share in a private placement,  and issued 619 shares of common securities to
First Banks at $1,000 per share.  First Banks owns all of the common  securities
of FBST II. The gross  proceeds of the offering were used by FBST II to purchase
$20.6  million of  variable  rate  subordinated  debentures  from  First  Banks,
maturing on September 20, 2034. The maturity date of the subordinated debentures
may be  shortened,  at the option of First  Banks,  to a date not  earlier  than
September 20, 2009, if certain  conditions are met. The subordinated  debentures
are the sole asset of FBST II. In  connection  with the  issuance of the FBST II
preferred securities,  First Banks made certain guarantees and commitments that,
in the aggregate,  constitute a full and unconditional  guarantee by First Banks
of the obligations of FBST II under the FBST II preferred  securities.  Proceeds
from the  issuance of the  subordinated  debentures  to FBST II, net of offering
expenses, were $20.6 million. The distribution rate on the FBST II securities is
equivalent to the three-month  London  Interbank  Offering Rate plus 205.0 basis
points and is payable quarterly in arrears beginning December 20, 2004.

     First  Banks  intends  to  use  the  proceeds  from  the  issuance  of  the
subordinated   debentures  to  the  affiliated  statutory  trusts  to  fund  its
previously  announced  acquisition  of Hillside  Investors,  Ltd. and its wholly
owned banking subsidiary,  CIB Bank, headquartered in Hillside,  Illinois, which
is scheduled to close on November 30, 2004.

ITEM  2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
           OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

     See Item 1.01.






                                    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:  November 29, 2004              By: /s/ Allen H. Blake
                                         ---------------------------------------
                                              Allen H. Blake
                                              President, Chief Executive Officer
                                              and Chief Financial Officer