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BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG LLP
 33 WEST WACKER DRIVE, SUITE 2700

CHICAGO, ILLINOIS 60606

Karyn L. Doerfler

(312) 629-5194

Voice Mail Ext. 4594

karyn.doerfler@bfkpn.com

Telephone (312) 984-3100

Facsimile (312) 984-3220

September 27, 2004

VIA FACSIMILE AND OVERNIGHT COURIER

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Mail Stop 4-8

Washington, D.C. 20549-0408

Attention: Abby Adams, Special Counsel

RE:First Banking Center, Inc.

Schedule 13E-3

Preliminary Proxy Statement on Schedule 14A

Filed August 20, 2004

Ladies
and Gentlemen:

        First
Banking Center, Inc. has today filed Amendment No. 1 to the Schedule 13E-3 and an amended Preliminary Proxy Statement on Schedule 14A. This
amendment sets forth the responses to the comments of the Staff contained in a letter, dated September 17, 2004, relating to the above-referenced filings.

        Two
copies of the amended filings, and two copies that are marked to show changes from Schedule 13E-3 filed on August 20, 2004, are enclosed for your
convenience.

        Set
forth below are the comments of the Staff contained in the Staff's letter and immediately below each comment is the response with respect thereto. The page numbers in our responses
refer to the page numbers in the marked copies of the filing.

Schedule 13E-3 filed August 20, 2004

General

1.Item 1014(a) of the Regulation M-A requires that each filing person make a fairness determination with respect to the
unaffiliated security holders. Revise the disclosure throughout the document to clarify that the fairness determination(s) have been made with respect to unaffiliated
security holders alone, rather than with respect to "all of [your] shareholders, including unaffiliated shareholders," as stated in the letter to shareholders, or with respect
to "First Banking Center and its shareholders," as stated on page 7.

1.The
Preliminary Proxy Statement has been revised in accordance with your comment. See the letter to shareholders and pages 3, 4,
5, 6, 10, 21, 24, 25, 26, 27, 28 and 46.

2.We note that the company will have approximately 160 shareholders after the transaction, including unaffiliated security holders. Because the transaction will
have different effects on different groups of unaffiliated security holders, you must revise the document to provide the filing person's substantive and procedural fairness determination with respect
to each group of security holders. See Q&A No. 19 of Exchange Act Release No. 17719 (April 13, 1981).

2.We
note that Q&A No. 19 of Exchange Act Release No. 17719 indicates that "The disclosure should include consideration of the fairness of the Rule 13e-3
transaction to all unaffiliated

security
holders. For example, if the transaction is a reverse stock split, the disclosure should specifically address the fairness of the transaction to security holders who would retain their
interest in the company as well as to those who would not." The company believes that the filing complies with the requirements of Item 1014 of Regulation M-A, as clarified by
Exchange Act Release No. 17719. For example, the Preliminary Proxy Statement distinguishes between "continuing" and "non-continuing" shareholders (see the second paragraph on
page 1), and the factors weighing in favor of or against the procedural and substantive fairness of the transaction are separately disclosed as to continuing and non-continuing
shareholders. See pages 24 through 28. In response to your comment, the Preliminary Proxy Statement has been revised to clarify that the fairness
determination has been made with respect to each group. See page 24. In addition, the Preliminary Proxy Statement has been revised to clarify
that the continuing and non-continuing shareholders are the only two groups that will receive differing treatment in the split transaction.  See page 24; also
see pages 18 and 24, which expressly states that officers and directors
will be treated identically to other shareholders, and page 47, which has been revised to state that the voting trust will also be treated identically to other shareholders.

3.Advise us and revise the disclosure to explain why you have structured the transaction to take effect at the record holder level, as discussed on
pages 37-39. Also provide further information regarding the employee voting trust and why the board felt the creation of the voting trust was appropriate. Tell us what consideration
the board gave to the fact that it appears that this structure may not eliminate as many shareholders as anticipated, despite the high split ratio. It is unclear whether this structure will provide
all of the benefits contemplated by the board. Please advise.

3.The
company elected to structure the transaction to take effect at the record shareholder level because it determined that this method would provide the company with the best
understanding, at the effective time, of exactly how many shareholders would be cashed out and what the exact cost of the transaction to the company would be, because the company's transfer agent will
be able to provide First Banking Center with a complete and final list of all record shareholders at the effective time. Conversely, if the company attempted to effect the transaction at the
beneficial holder level, it would face some uncertainty, in that the brokers and nominees holding shares in record name would not be required to exchange the shares they hold on behalf of beneficial
owners of fewer than 2,000 shares. In addition, as disclosed in the Preliminary Proxy Statement, the board felt that this would provide shareholders some flexibility to adjust their holdings, which
enhances the fairness of the transaction to all unaffiliated shareholders. See page 20 (as well as the new disclosure on pages 39 and 46).
Although the company recognized that this structure creates some uncertainty prior to the effective time, in that shareholders may adjust their
holdings, resulting in a greater or smaller number of continuing shareholders than originally anticipated, the company determined that the 2,000-for-1 exchange ratio allowed a
sufficient cushion in this respect. In addition, the consolidation of holdings resulting from the transfer by some shareholders of stock into record name would also help to reduce the number of record
shareholders. Therefore, even if a fewer number of shareholders are cashed out than anticipated, the board determined that this structure will provide all of the anticipated transaction benefits. The
Preliminary Proxy Statement has been revised in accordance with this comment. See pages 4, 20 and 39.

With
respect to the voting trust, as disclosed on page 47 of the Preliminary Proxy Statement, the company wanted to retain the incentive effect of the employee stock options, and therefore
determined that it was in the company's and its employees' best interests not to cash out these holdings. Because the voting trust would provide additional business and ancillary benefits, such as
safety of share certificates and greater ease of administration of employee

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accounts,
the board felt the creation of the voting trust was appropriate. The Preliminary Proxy Statement has been revised in accordance with this comment.  See page 47.

4.Provide us further explanation of the structure of the employee voting trust discussed on page 40. For example, how will each employee evidence his or
her ownership of shares in the trust?

4.The
Preliminary Proxy Statement has been revised in accordance with your comment. See page 47.

5.Revise to provide further information regarding why the company is engaging in this transaction and why it is doing so at this time. See Item 1013(c) of
Regulation M-A.

5.The
Preliminary Proxy Statement has been revised in accordance with your comment. See pages 21 through 23.

Summary
Term Sheet

6.Revise the summary term sheet to disclose the board's fairness determination.

6.The
Preliminary Proxy Statement has been revised in accordance with your comment. See pages 3 and 4.

7.We note from page 5 that you intend to use dividends paid to you from your subsidiary bank to finance a portion of the reverse split. It appears that he
subsidiary bank may be an affiliate engaged in this transaction, and, if so, you should revise the document to name the subsidiary and included as a filing person on the
Schedule 13E-3 and provide the associated disclosure in the documents to be disseminated to security holders.

7.The
company does not consider its bank subsidiary to be engaged in the Rule 13e-3 transaction, because its sole role, if any, will be to help fund a portion of the
purchase price. Bank holding companies frequently use the excess income of their banking subsidiaries to fund working capital needs or business transactions, as this represents a beneficial use of
these excess funds. Under Wisconsin law, a Wisconsin bank may pay dividends out of undivided profits. Approval from the Division of Banking of the Wisconsin Department of Financial Institutions may be
required for the dividend, but only if (i) the dividend from the subsidiary bank will exceed its year-to-date income and (ii) dividends declared and paid in
either of the two preceding years exceeded net income for either of those years respectively. In addition, a subsidiary bank may not pay any dividend if after the payment it would be undercapitalized.
None of those limitations or prohibitions would apply to a dividend from First Banking Center's bank subsidiary used to fund a portion of the transaction. Because First Banking Center has excess funds
available at its bank subsidiary that it can use to fund the transaction without incurring the time and expense of regulatory approvals, the company feels that it would be beneficial to do so, thereby
avoiding interest and transaction charges that would arise from drawing additional amounts down on its line of credit (amounts outstanding under which would bear interest as disclosed on
page 48 of the Preliminary Proxy Statement), from increasing the amount of its trust preferred offering (which bears a transaction fee tied to the principal amount of the offering, in addition
to interest costs) or from obtaining another third party loan (which would involve transaction costs, including legal expenses, as well as interest expense). However, the company is not dependent on
the bank's provision of funds to complete the transaction, as any of these alternate sources of funds could be drawn upon if necessary. As the bank dividend represents only a
cost-effective use of available funds, rather than a necessary component of the transaction, the company does not consider the bank's role to be a significant or material part of the
Schedule 13e-3 transaction, and therefore is of the opinion that the bank is not engaged in the transaction.

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8.Revise the summary term sheet to highlight the disclosure regarding the treatment of record and beneficial holders discussed on pages 37-39.
Be certain to highlight the treatment of shareholders who hold their shares in street name through a brokerage firm. Also, it appears that it will be impossible for shareholders to rely on the number
of shares held by the brokerage firm to determine whether or not they will be cashed out in the transaction, as any other "street name" holder at the firm could adjust his or her holdings at the last
possible moment. You should highlight this fact as well.

8.The
Preliminary Proxy Statement has been revised in accordance with your comment. See pages 4 and 5.

Introduction
and Overview of Split Transaction

9.Revise to present the information required by Items 7, 8 and 9 of Schedule 13E-3 in full in a Special Factors section that appears at the
beginning of the documents. See Rule 13e-3(e)(1)(ii).

9.The
Preliminary Proxy Statement has been revised in accordance with your comment. See pages 13 through 53, as well as the
disclosure in these Items of the Schedule 13E-3.

First
Banking Center's Position as to the Fairness of the Split Transaction, page 20

10.Generally, the factors outlined in Instruction 2 to Item 1014 are considered relevant in assessing the fairness of the consideration to be received in a going
private transaction. To the extent any of the listed factors was not deemed relevant in the context of this transaction, or was given little weight, this in itself may be an important part of the
decision-making process that should be explained for shareholders. To the extent you have not done so, please revise the fairness discussion to address each factor in Instruction 2 or explain why the
board felt that the factors not addressed were not material. See Q&A No. 20 in Exchange Act Release No. 17719 (April 13, 1981). For example, we note the disclosure regarding
trading volume; however, it does not appear that the board considered current or historical market prices. Also clarify the board's consideration of going concern value. Note that if the board relied
on the analysis of another, such as the financial advisor, it must expressly adopt the conclusion and analyses of the party that performed the Item 1014(b) analysis in order to fulfill its disclosure
obligation.

10.The
Preliminary Proxy Statement has been revised in accordance with your comment. See pages 28 and 29.

11.We note the discussion of the benefits and detriments of the transaction on page 21. To the extent you have not done so, revise to disclose the benefits
and detriments of the transaction for each group of unaffiliated security holders, we well as the company and its affiliates. See Instruction 1 to Item 1013 of
Regulation M-A.

11.The
company believes that the filing complies with the requirements of Item 1013 of Regulation M-A. As discussed in our response to Comment 2, the factors weighing
in favor of and against the fairness of the transaction as to the unaffiliated shareholders have been separately disclosed as to unaffiliated shareholders that are continuing shareholders and
unaffiliated shareholders that are non-continuing shareholders. See pages 24 through 28. In addition, the "Effects of the Split
Transaction on First Banking Center; Plans or Proposals after the Split Transaction" section of the Preliminary Proxy Statement beginning on page 40 discloses the positive and negative effects
of the split transaction on the company, and the "Effects of the Split Transaction on Shareholders of First Banking Center" beginning on page 43 separately discloses, for each of the continuing
shareholders and the non-continuing shareholders, the positive and negative effects of the split transaction on these groups of unaffiliated shares. The effects disclosed on each of the
company, the continuing shareholders and the non-continuing shareholders, include all of the benefits and detriments that the company has considered.

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Valuation
of Financial Advisor; Fairness Opinion, page 24

12.We note from page 26 that management prepared financial forecasts and projections that were provided to the financial advisor. Revise the document to
disclose these forecasts and projections.

12.The
Preliminary Proxy Statement has been revised in accordance with your comment. See page 31.

13.Revise to summarize the July 19, 2004 valuation report reflecting the financial advisor's analysis that the fair value of the company's common stock ranged
from $57 to $63 per share. File the report as an exhibit to the Schedule 13E-3 as required by Item 1016(c) of Regulation M-A.

13.The
"Valuation of Financial Advisor; Fairness Opinion" section of the Preliminary Proxy Statement appearing on pages 29 through 38 summarized the valuation report reflecting
the financial advisor's analysis that the fair value of the company's common stock ranged from $57 to $63 per share (note that this report, which valued the stock as of July 19, 2004, is
actually dated July 26, 2004; no report d