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

~~October~~December 3019, 2014

Date of Report (Date of earliest event reported)

FIRST BANKS, INC.

(Exact name of registrant as specified in its charter)



MISSOURI	001-31610	43-1175538
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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:



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



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



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



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

Item 54.0201 ~~Departure~~Changes ofin ~~Directors~~Registrant's orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Accountant.

~~At the regular meeting of the First Banks, Inc.~~ (~~the “Company”~~a) ~~Board of Directors (the “Board”) held on October 30, 2014, Mr~~. ~~Terrance M. McCarthy announced his plan to retire from his positions as Director, President and Chief Executive Officer of the Company, effective February 13, 2015.~~

~~Upon~~On ~~acceptance~~December of19, ~~Mr.~~2014, ~~McCarthy’s~~the ~~resignation,~~Audit Committee of the Board ~~elected~~of ~~Mr.~~Directors ~~Timothy~~(the J."Audit ~~Lathe~~Committee") asof ~~Director~~First Banks, ~~President~~Inc. ~~and~~(the ~~Chief~~"Company") ~~Executive~~approved ~~Officer~~the engagement of Crowe Horwath LLP ("Crowe Horwath") as the Company,'s ~~effective~~independent ~~February~~registered ~~13,~~public ~~2015.~~accounting ~~Mr.~~firm ~~Lathe,~~for ~~58,~~the ~~joined~~fiscal ~~the~~year ~~Company~~ending inDecember ~~April~~31, ~~2013~~2015 asand ~~Executive~~the ~~Vice~~dismissal ~~President~~ and ~~Chief~~replacement ~~Banking~~of ~~Officer~~KPMG ~~and~~LLP ~~has~~("KPMG") ~~served~~ as ~~President~~the ~~and~~Company's ~~Chief~~independent ~~Executive~~registered ~~Officer~~public ~~and~~accounting ~~Director~~firm upon the completion of their audit of the Company’'s ~~principal~~consolidated ~~subsidiary,~~financial ~~First~~statements ~~Bank.~~as ~~Prior~~of toand ~~joining~~for the ~~Company,~~year ~~Mr.~~ending ~~Lathe~~December ~~held~~31, ~~positions~~2014, ~~since~~and ~~2009~~the inissuance ~~executive~~of ~~management~~their ofreport ~~KeyCorp,~~thereon. aThe ~~financial~~decision ~~services~~to ~~company~~change ~~located~~auditors inwas ~~Cleveland,~~the ~~Ohio,~~result ~~serving~~of asa ~~Executive~~competitive ~~Vice~~process. ~~President~~KPMG –was ~~National~~notified ~~Sales~~of ~~Executive~~the ~~and~~Audit ~~Executive~~Committee's ~~Vice~~decision ~~President~~regarding –its ~~Wealth~~dismissal ~~Management~~and ~~Business~~replacement ~~Line~~on ~~Head~~December 22, 2014.

~~Following~~During ~~his~~the ~~retirement,~~Company's ~~Mr.~~two ~~McCarthy~~fiscal ~~will~~years ~~serve~~ended asDecember ~~Senior~~31, ~~Advisor~~2013 toand 2012 and the ~~Chief~~interim ~~Executive~~period ~~Officer~~from toJanuary ~~assist~~1, ~~with~~2014 through the ~~transition~~date of ~~leadership~~this ~~through~~filing, ~~July~~there 1,were ~~2015.~~no Indisagreements (as that ~~role,~~term ~~Mr.~~is ~~McCarthy~~defined ~~will~~in ~~continue~~Item to304(a)(1)(iv) ~~receive~~of ~~his~~Regulation ~~salary~~S-K and ~~benefits~~the ~~previously~~related ~~disclosed~~instructions into Item 11304 of ~~Part~~Regulation ~~III~~S-K) with KPMG on any matter of ~~the~~accounting ~~Company’~~principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to KPMG's ~~Annual~~satisfaction, ~~Report~~would have caused KPMG to make reference thereto in its reports on ~~Form~~the ~~10-K~~consolidated financial statements for such periods. During the Company's fiscal ~~year~~years ended December 31, 2013 and 2012 and the interim period from January 1, 2014 through the date of this filing, there were no reportable events (as defined in Item 304 (a)(1)(v) of Regulation S-K).

~~Item~~The ~~7.01~~reports ~~Regulation~~of FDKPMG ~~Disclosure~~on the Company's consolidated financial statements for the two fiscal years ended December 31, 2013 and 2012 did not contain an adverse opinion or a disclaimer of opinion nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

OnThe ~~November~~Company 3,has ~~2014,~~provided KPMG with a copy of the ~~Company~~above ~~issued~~statements and requested that KPMG furnish it with a ~~press~~letter ~~release~~addressed ~~reporting~~to ~~Mr.~~the ~~McCarthy’s~~United ~~planned~~States ~~retirement~~Securities and ~~Mr.~~Exchange ~~Lathe’s~~Commission ~~election~~stating aswhether ~~Director,~~it ~~President~~agrees with the above statements and, ~~Chief~~if ~~Executive~~not, ~~Officer~~stating the respects in which it does not agree. ~~The~~A ~~press~~copy ~~release~~of KPMG's letter, dated December 29, 2014, is attached hereto as Exhibit 16 to this Current Report on Form 8-K and is incorporated herein by reference ~~as Exhibit 99~~.

(b).

Crowe Horwath's engagement as the Company's independent registered public accounting firm will commence effective April 1, 2015. As of the date of this filing, Crowe Horwath has completed its standard client evaluation procedures and has accepted the engagement. During the Company's two fiscal years ended December 31, 2013 and 2012 and the interim period from January 1, 2014 through the date of this filing, neither the Company nor anyone on its behalf consulted with Crowe Horwath with respect to either (a) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Crowe Horwath concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (b) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).



Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Description
99	Press Release issued on November 3, 2014 – filed herewith.
16	Letter, dated December 29, 2014, from KPMG LLP to the United States Securities and Exchange Commission.

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~~December 329, 2014	By:	/s/	Terrance M. McCarthy
				Terrance M. McCarthy
				President and Chief Executive Officer

Exhibit Index

Exhibit
Number	Description
99	Press Release issued on November 3, 2014.
16	Letter, dated December 29, 2014, from KPMG LLP to the United States Securities and Exchange Commission.

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