Formations of, Acquisitions by, and Mergers of Bank Holding Companies

The companies listed in this notice have applied to the Board for approval, pursuant to the Bank Holding Company Act of 1956 (12 U.S.C. 1841 et seq.) (BHC Act), Regulation Y (12 CFR Part 225), and all other applicable statutes and regulations to become a bank holding company and/or to acquire the assets or the ownership of, control of, or the power to vote shares of a bank or bank holding company and all of the banks and nonbanking companies owned by the bank holding company, including the companies listed below.

The applications listed below, as well as other related filings required by the Board, are available for immediate inspection at the Federal Reserve Bank indicated. The application also will be available for inspection at the offices of the Board of Governors. Interested persons may express their views in writing on the standards enumerated in the BHC Act (12 U.S.C. 1842(c)). If the proposal also involves the acquisition of a nonbanking company, the review also includes whether the acquisition of the nonbanking company complies with the standards in section 4 of the BHC Act (12 U.S.C. 1843). Unless otherwise noted, nonbanking activities will be conducted throughout the United States. Additional information on all bank holding companies may be obtained from the National Information Center website at www.ffiec.gov/nic/.

Unless otherwise noted, comments regarding each of these applications must be received at the Reserve Bank indicated or the offices of the Board of Governors not later than May 30, 2000.

A. Federal Reserve Bank of St. Louis (Randall C. Sumner, Vice President), 411 Locust Street, St. Louis, Missouri 63166-2034:

1. First Banks, Inc., St. Louis, Missouri; to acquire 100 percent of the voting shares of Bank of Ventura, Ventura, California.

B. Federal Reserve Bank of Kansas City (D. Michael Manies, Assistant Vice President), 925 Grand Avenue, Kansas City, Missouri 64198-0001:

1. Citizens Financial Corporation, Cortez, Colorado; to become a bank holding company by acquiring 100 percent of the voting shares of The Citizens State Bank of Cortez, Cortez, Colorado.

2. Cortez Investment Co., Cortez, Colorado; to acquire 50 percent of the voting shares of Citizens Financial Corporation, Cortez, Colorado, which will acquire The Citizens State Bank of Cortez, Cortez, Colorado.

3. Vail Banks, Inc., Vail, Colorado; to merge with Estes Bank Corporation, Estes Park, Colorado; and thereby acquire United Valley Bank, Estes Park, Colorado.

C. Federal Reserve Bank of San Francisco (Maria Villanueva, Consumer Regulation Group), 101 Market Street, San Francisco, California 94105-1579:

1. Amplicon, Inc., Santa Ana, California; to acquire 100 percent of the voting shares of Hutton National Bank, Santa Ana, California (in organization).

In connection with this application, Applicant also has applied to continue to engage directly in the activities of personal property leasing or acting as agent, broker or advisor in leasing personal property, pursuant to § 225.28(b)(3)of Regulation Y.