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

               Date of Report (Date of earliest event reported):
                              September 11, 2001

                       FIRST NATIONAL OF NEBRASKA, INC.
                       --------------------------------
            (Exact name of registrant as specified in its charter)

        Nebraska                     03502                       47-0523079
------------------------     ------------------------     ----------------------
(State of Incorporation)     (Commission File Number)          (IRS Employer
                                                          Identification Number)


               One First National Center
                    Omaha, Nebraska                             68102
         ----------------------------------------            ----------
         (Address of principal executive offices)            (Zip Code)


                                (402) 341-0500
                   ----------------------------------------
             (Registrant's telephone number, including area code)


                                Not applicable
              ---------------------------------------------------
         (Former name or former address, if changed since last report)


Item 5. Other Events.

     Attached hereto as Exhibit 99 is a press release issued by First National
of Nebraska, Inc. ("FNNI") on September 11, 2001 providing information
concerning FNNI's joint announcement with Castle Bancgroup, Inc. ("CTBG") that
they had signed a definitive Agreement and Plan of Merger providing for the
acquisition of CTBG by FNNI. Upon the effectiveness of the proposed merger
transaction, CTBG stockholders will have the right to receive cash in the amount
of $18.00 for each outstanding share, indicating total consideration of
approximately $81.7 million. The completion of the proposed merger transaction
is subject to, among other things, the obtaining of regulatory approvals and the
approval of stockholders of CTBG, and is expected to be completed during the
first quarter of 2002. Additional information concerning the foregoing can be
found in FNNI's press release, which is attached hereto as Exhibit 99.

Item 7. Financial Statements and Exhibits

     (c)  Exhibits

     Exhibit 99 Press release issued September 11, 2001


                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                 FIRST NATIONAL OF NEBRASKA, INC.


                                 By /s/ Dennis A. O'Neal
                                    ------------------------------------------
                                    Dennis A. O'Neal, Executive Vice President


                                 September 12, 2001