<PAGE>   1
As filed with the Securities and
Exchange Commission on June 29, 2001                  Registration No.333-

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             -----------------------


                           TOWER FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

            INDIANA                                              35-2051170
(State or other jurisdiction                                  (I.R.S. Employer
of incorporation or organization)                            Identification No.)

       116 EAST BERRY STREET                                       46802
       FORT WAYNE, INDIANA                                       (Zip Code)
(Address of Principal Executive Offices)


                           TOWER FINANCIAL CORPORATION
                      2001 STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the plan)


                              KEVIN J. HIMMELHAVER
         EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
                           TOWER FINANCIAL CORPORATION
                              116 EAST BERRY STREET
                            FORT WAYNE, INDIANA 46802
                     (Name and address of agent for service)

                                 (219) 427-7000
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                                JENNIFER L. KREMP
                                 BAKER & DANIELS
                         600 EAST 96TH STREET, SUITE 600
                           INDIANAPOLIS, INDIANA 46240
                                 (317) 569-9600

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
                                               PROPOSED MAXIMUM         PROPOSED MAXIMUM
   TITLE OF SECURITIES      AMOUNT TO BE      OFFERING PRICE PER       AGGREGATE OFFERING         AMOUNT OF
    TO BE REGISTERED       REGISTERED (1)          SHARE (2)               PRICE (2)          REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
<S>                        <C>                <C>                      <C>                    <C>
Common Stock,                  125,000             $9.15 (3)             $1,143,750 (3)           $286 (3)
without par value.....
=================================================================================================================
</TABLE>

(1)  Pursuant to Rule 416(c) under the Securities Act of 1933 (the "Securities
     Act"), this Registration Statement also registers additional shares of
     Common Stock as may be offered or issued to prevent dilution resulting from
     stock splits, stock dividends and similar transactions.

(2)  It is impracticable to state the maximum offering price. Shares offered
     pursuant to stock options granted under the 2001 Stock Option and Incentive
     Plan are to be offered at not less than the fair market value of one share
     of common stock, without par value, of Tower Financial Corporation ("Common
     Stock") on the date the options are granted.

(3)  Estimated solely for purposes of calculating the registration fee and
     computed in accordance with Rule 457(c) and (h) under the Securities Act
     using the average of the bid and asked prices of the Common Stock as
     reported by the OTC Bulletin Board on June 25, 2001, which was $9.15 per
     share.


<PAGE>   2
                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The Section 10(a) prospectus for the Tower Financial Corporation 2001 Stock
Option and Incentive Plan is not required to be filed with the Securities and
Exchange Commission (the "Commission") as part of this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Company's Annual Report on Form 10-KSB for the year ended December 31,
2000, and the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"), including any amendments or reports
filed for the purpose of updating such description, are incorporated herein by
reference. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year for which audited financial
statements are contained in the annual report described above are incorporated
herein by reference. All documents filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act after the date hereof and prior
to the termination of the offering of the securities offered hereby shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents with the Commission. The Company will promptly
provide without charge to each person to whom a prospectus is delivered a copy
of any or all information that has been incorporated herein by reference (not
including exhibits to the information that is incorporated by reference unless
such exhibits are specifically incorporated by reference into such information),
upon the written or oral request of such person directed to the Secretary of the
Company at its principal offices, 116 East Berry Street, Fort Wayne, Indiana
46802 (219) 427-7000.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The Indiana Business Corporation Law (the "IBCL") provides that a
corporation, unless limited by its Articles of Incorporation, is required to
indemnify its directors and officers against reasonable expenses incurred in the
successful defense of any proceeding to which the director or officer was a
party because of serving as a director or officer of the corporation.


                                       2
<PAGE>   3


     The Company's Restated Articles of Incorporation provide that, to the
extent not inconsistent with applicable law, the Company shall indemnify each of
its directors, officers, employees and agents against all liability and
reasonable expense that may be incurred by him or her, in connection with or
resulting from any claim in which he or she may become involved by reason of the
fact he or she is or was a director, officer, employee or agent of the Company
or by reason of any action taken or not taken by him or her in any such
capacity, if such person is wholly successful with respect to the claim or, if
not wholly successful, then if such person is determined to have acted in good
faith, in what he or she reasonably believed to be in the best interests of the
Company (or at least not opposed to its best interests) and, in addition, with
respect to any criminal claim, is determined to have had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to believe that
his or her conduct was unlawful.

     The Federal Deposit Insurance Corporation's regulations impose limitations
on indemnification payments which could restrict, in certain circumstances,
payment by the Company or its subsidiaries to their respective directors or
officers otherwise permitted or required under the IBCL or the Company's
Restated Articles of Incorporation.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8. EXHIBITS.

     The list of Exhibits is incorporated herein by reference to the Index to
Exhibits.

ITEM 9. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)    To include any prospectus required by section 10(a)(3) of the
                 Securities Act of 1933;

          (ii)   To reflect in the prospectus any facts or events arising after
                 the effective date of the registration statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in the aggregate, represent a fundamental change in the
                 information set forth in the registration statement;

          (iii)  To include any material information with respect to the plan of
                 distribution not previously disclosed in the registration
                 statement or any material change to such information in the
                 registration statement;




                                       3
<PAGE>   4

          Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
          the information required to be included in a post-effective amendment
          by those paragraphs is contained in periodic reports filed by the
          registrant pursuant to section 13 or section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by reference in the
          registration statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at the time shall
          be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                       4
<PAGE>   5


                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Wayne, State of Indiana, on June 26, 2001.


                                                  TOWER FINANCIAL CORPORATION


                                                  By: /s/ Donald F. Schenkel
                                                     ---------------------------
                                                     Donald F. Schenkel
                                                     Chairman of the Board,
                                                     President and Chief
                                                     Executive Officer


                                POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities and on the respective dates indicated opposite their
names. Each person whose signature appears below hereby authorizes each of
Donald F. Schenkel and Kevin J. Himmelhaver, each with full power of
substitution, to execute in the name and on behalf of such person any
post-effective amendment to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith, making such
changes in this Registration Statement as the Company deems appropriate, and
appoints each of Donald F. Schenkel and Kevin J. Himmelhaver, each with full
power of substitution, attorney-in-fact to sign any amendment and any
post-effective amendment to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith.


            Signature                           Title                  Date
            ---------                           -----                  ----

/s/ Donald F. Schenkel
--------------------------------   Chairman of the Board,          June 26, 2001
Donald F. Schenkel                 President, Chief Executive
                                   Officer and Director
                                   (Principal Executive Officer)

/s/ Kevin J. Himmelhaver
--------------------------------   Executive Vice President,       June 26, 2001
Kevin J. Himmelhaver               Chief Financial Officer and
                                   Secretary (Principal Financial
                                   and Accounting Officer)


--------------------------------   Director
Keith E. Busse



                                       5
<PAGE>   6
<TABLE>
<CAPTION>
            Signature                         Title                 Date
            ---------                         -----                 ----
<S>                                        <C>                  <C>
/s/ Kathryn D. Callen                       Director             June 26, 2001
--------------------------------
Kathryn D. Callen


                                            Director
--------------------------------
Peter T. Eshelman


/s/ Michael S. Gouloff                      Director             June 26, 2001
--------------------------------
Michael S. Gouloff


/s/ Craig S. Hartman                        Director             June 26, 2001
--------------------------------
Craig S. Hartman


                                            Director
--------------------------------
Jerome F. Henry, Jr.


/s/ R.V. Prasad Mantravadi M.D.             Director             June 26, 2001
--------------------------------
R.V. Prasad Mantravadi, M.D.


                                            Director
--------------------------------
Michael J. Mirro, M.D.


/s/ Debra A. Niezer                         Director             June 26, 2001
--------------------------------
Debra A. Niezer


                                            Director
--------------------------------
William G. Niezer


/s/ Maurice D. O'Daniel                     Director             June 26, 2001
--------------------------------
Maurice D. O'Daniel

/s/ Leonard I. Rifkin
--------------------------------            Director             June 26, 2001
Leonard I. Rifkin

</TABLE>



                                       6
<PAGE>   7


<TABLE>
<CAPTION>
             Signature                      Title                   Date
             ---------                      -----                   ----
<S>                                       <C>                  <C>

/s/ Joseph D. Ruffolo                     Director             June 26, 2001
--------------------------------
Joseph D. Ruffolo


/s/ Larry L. Smith                        Director             June 26, 2001
--------------------------------
Larry L. Smith


                                          Director
--------------------------------
John V. Tippmann, Sr.


                                          Director
--------------------------------
J. Richard Tomkinson


/s/ Irene A. Walters                      Director           June 26, 2001
--------------------------------
Irene A. Walters
</TABLE>



                                       7
<PAGE>   8

                                INDEX TO EXHIBITS


Exhibit No.                     Description of Exhibit
-----------                     ----------------------

     4.1       Restated Articles of Incorporation of the Company. (The copy of
               this Exhibit filed as Exhibit 3.1 to the Company's Registration
               Statement on Form SB-2 (Registration No. 333-67235) is
               incorporated herein by reference.)

     4.2       By-Laws of the Company. (The copy of this Exhibit filed as
               Exhibit 3.2 to the Company's Registration Statement on Form SB-2
               (Registration No. 333-67235) is incorporated herein by
               reference.)

     4.3       Tower Financial Corporation 2001 Stock Option and Incentive Plan.

     5         Opinion of Baker & Daniels regarding legality of the securities
               being registered.

     23.1      Consent of Crowe, Chizek and Company LLP.

     23.2      Consent of PricewaterhouseCoopers LLP.

     23.3      Consent of Baker & Daniels (included in the Baker & Daniels
               Opinion filed as Exhibit 5).

     24        Powers of Attorney (included on the Signature Page of the
               Registration Statement).



                                       8
[{"type": "S-8", "sequence": "1", "filename": "c63508s-8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18833}]
{"company-data": {"conformed-name": "TOWER FINANCIAL CORP", "cik": "0001072847", "assigned-sic": "6022", "irs-number": "352051170", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64194", "film-number": "1672241"}, "business-address": {"street1": "116 E BERRY ST", "street2": "STE 910", "city": "FORT WAYNE", "state": "IN", "zip": "46802", "phone": "2194204554"}, "mail-address": {"street1": "116 E BERRY ST", "street2": "STE 910", "city": "FORT WAYNE", "state": "IN", "zip": "46802"}}
1
As filed with the Securities and
Exchange Commission on June 29, 2001                  Registration No.333-

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             -----------------------

                           TOWER FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

            INDIANA                                              35-2051170
(State or other jurisdiction                                  (I.R.S. Employer
of incorporation or organization)                            Identification No.)

       116 EAST BERRY STREET                                       46802
       FORT WAYNE, INDIANA                                       (Zip Code)
(Address of Principal Executive Offices)

                           TOWER FINANCIAL CORPORATION
                      2001 STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the plan)

                              KEVIN J. HIMMELHAVER
         EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
                           TOWER FINANCIAL CORPORATION
                              116 EAST BERRY STREET
                            FORT WAYNE, INDIANA 46802
                     (Name and address of agent for service)

                                 (219) 427-7000
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                                JENNIFER L. KREMP
                                 BAKER & DANIELS
                         600 EAST 96TH STREET, SUITE 600
                           INDIANAPOLIS, INDIANA 46240
                                 (317) 569-9600

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================
                                               PROPOSED MAXIMUM         PROPOSED MAXIMUM
   TITLE OF SECURITIES      AMOUNT TO BE      OFFERING PRICE PER       AGGREGATE OFFERING         AMOUNT OF
    TO BE REGISTERED       REGISTERED (1)          SHARE (2)               PRICE (2)          REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
Common Stock,                  125,000             $9.15 (3)             $1,143,750 (3)           $286 (3)
without par value.....
=================================================================================================================
(1)  Pursuant to Rule 416(c) under the Securities Act of 1933 (the "Securities
     Act"), this Registration Statement also registers additional shares of
     Common Stock as may be offered or issued to prevent dilution resulting from
     stock splits, stock dividends and similar transactions.

(2)  It is impracticable to state the maximum offering price. Shares offered
     pursuant to stock options granted under the 2001 Stock Option and Incentive
     Plan are to be offered at not less than the fair market value of one share
     of common stock, without par value, of Tower Financial Corporation ("Common
     Stock") on the date the options are granted.

(3)  Estimated solely for purposes of calculating the registration fee and
     computed in accordance with Rule 457(c) and (h) under the Securities Act
     using the average of the bid and asked prices of the Common Stock as
     reported by the OTC Bulletin Board on June 25, 2001, which was $9.15 per
     share.
2
                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The Section 10(a) prospectus for the Tower Financial Corporation 2001 Stock
Option and Incentive Plan is not required to be filed with the Securities and
Exchange Commission (the "Commission") as part of this Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Company's Annual Report on Form 10-KSB for the year ended December 31,
2000, and the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"), including any amendments or reports
filed for the purpose of updating such description, are incorporated herein by
reference. All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year for which audited financial
statements are contained in the annual report described above are incorporated
herein by reference. All documents filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act after the date hereof and prior
to the termination of the offering of the securities offered hereby shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents with the Commission. The Company will promptly
provide without charge to each person to whom a prospectus is delivered a copy
of any or all information that has been incorporated herein by reference (not
including exhibits to the information that is incorporated by reference unless
such exhibits are specifically incorporated by reference into such information),
upon the written or oral request of such person directed to the Secretary of the
Company at its principal offices, 116 East Berry Street, Fort Wayne, Indiana
46802 (219) 427-7000.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The Indiana Business Corporation Law (the "IBCL") provides that a
corporation, unless limited by its Articles of Incorporation, is required to
indemnify its directors and officers against reasonable expenses incurred in the
successful defense of any proceeding to which the director or officer was a
party because of serving as a director or officer of the corporation.

                                       2
3

     The Company's Restated Articles of Incorporation provide that, to the
extent not inconsistent with applicable law, the Company shall indemnify each of
its directors, officers, employees and agents against all liability and
reasonable expense that may be incurred by him or her, in connection with or
resulting from any claim in which he or she may become involved by reason of the
fact he or she is or was a director, officer, employee or agent of the Company
or by reason of any action taken or not taken by him or her in any such
capacity, if such person is wholly successful with respect to the claim or, if
not wholly successful, then if such person is determined to have acted in good
faith, in what he or she reasonably believed to be in the best interests of the
Company (or at least not opposed to its best interests) and, in addition, with
respect to any criminal claim, is determined to have had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to believe that
his or her conduct was unlawful.

     The Federal Deposit Insurance Corporation's regulations impose limitations
on indemnification payments which could restrict, in certain circumstances,
payment by the Company or its subsidiaries to their respective directors or
officers otherwise permitted or required under the IBCL or the Company's
Restated Articles of Incorporation.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8. EXHIBITS.

     The list of Exhibits is incorporated herein by reference to the Index to
Exhibits.

ITEM 9. UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)    To include any prospectus required by section 10(a)(3) of the
                 Securities Act of 1933;

          (ii)   To reflect in the prospectus any facts or events arising after
                 the effective date of the registration statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in the aggregate, represent a fundamental change in the
                 information set forth in the registration statement;

          (iii)  To include any material information with respect to the plan of
                 distribution not previously disclosed in the registration
                 statement or any material change to such information in the
                 registration statement;

                                       3
4

          Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
          the information required to be included in a post-effective amendment
          by those paragraphs is contained in periodic reports filed by the
          registrant pursuant to section 13 or section 15(d) of the Securities
          Exchange Act of 1934 that are incorporated by reference in the
          registration statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at the time shall
          be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       4
5

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Wayne, State of Indiana, on June 26, 2001.

                                                  TOWER FINANCIAL CORPORATION

                                                  By: /s/ Donald F. Schenkel
                                                     ---------------------------
                                                     Donald F. Schenkel
                                                     Chairman of the Board,
                                                     President and Chief
                                                     Executive Officer

                                POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
respective capacities and on the respective dates indicated opposite their
names. Each person whose signature appears below hereby authorizes each of
Donald F. Schenkel and Kevin J. Himmelhaver, each with full power of
substitution, to execute in the name and on behalf of such person any
post-effective amendment to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith, making such
changes in this Registration Statement as the Company deems appropriate, and
appoints each of Donald F. Schenkel and Kevin J. Himmelhaver, each with full
power of substitution, attorney-in-fact to sign any amendment and any
post-effective amendment to this Registration Statement and to file the same,
with exhibits thereto, and other documents in connection therewith.

            Signature                           Title                  Date
            ---------                           -----                  ----

/s/ Donald F. Schenkel
--------------------------------   Chairman of the Board,          June 26, 2001
Donald F. Schenkel                 President, Chief Executive
                                   Officer and Director
                                   (Principal Executive Officer)

/s/ Kevin J. Himmelhaver
--------------------------------   Executive Vice President,       June 26, 2001
Kevin J. Himmelhaver               Chief Financial Officer and
                                   Secretary (Principal Financial
                                   and Accounting Officer)

--------------------------------   Director
Keith E. Busse

                                       5
6
Signature                         Title                 Date
            ---------                         -----                 ----
/s/ Kathryn D. Callen                       Director             June 26, 2001
--------------------------------
Kathryn D. Callen

                                            Director
--------------------------------
Peter T. Eshelman

/s/ Michael S. Gouloff                      Director             June 26, 2001
--------------------------------
Michael S. Gouloff

/s/ Craig S. Hartman                        Director             June 26, 2001
--------------------------------
Craig S. Hartman

                                            Director
--------------------------------
Jerome F. Henry, Jr.

/s/ R.V. Prasad Mantravadi M.D.             Director             June 26, 2001
--------------------------------
R.V. Prasad Mantravadi, M.D.

                                            Director
--------------------------------
Michael J. Mirro, M.D.

/s/ Debra A. Niezer                         Director             June 26, 2001
--------------------------------
Debra A. Niezer

                                            Director
--------------------------------
William G. Niezer

/s/ Maurice D. O'Daniel                     Director             June 26, 2001
--------------------------------
Maurice D. O'Daniel

/s/ Leonard I. Rifkin
--------------------------------            Director             June 26, 2001
Leonard I. Rifkin
6
7
Signature                      Title                   Date
             ---------                      -----                   ----
/s/ Joseph D. Ruffolo                     Director             June 26, 2001
--------------------------------
Joseph D. Ruffolo

/s/ Larry L. Smith                        Director             June 26, 2001
--------------------------------
Larry L. Smith

                                          Director
--------------------------------
John V. Tippmann, Sr.

                                          Director
--------------------------------
J. Richard Tomkinson

/s/ Irene A. Walters                      Director           June 26, 2001
--------------------------------
Irene A. Walters
7
8

                                INDEX TO EXHIBITS

Exhibit No.                     Description of Exhibit
-----------                     ----------------------

     4.1       Restated Articles of Incorporation of the Company. (The copy of
               this Exhibit filed as Exhibit 3.1 to the Company's Registration
               Statement on Form SB-2 (Registration No. 333-67235) is
               incorporated herein by reference.)

     4.2       By-Laws of the Company. (The copy of this Exhibit filed as
               Exhibit 3.2 to the Company's Registration Statement on Form SB-2
               (Registration No. 333-67235) is incorporated herein by
               reference.)

     4.3       Tower Financial Corporation 2001 Stock Option and Incentive Plan.

     5         Opinion of Baker & Daniels regarding legality of the securities
               being registered.

     23.1      Consent of Crowe, Chizek and Company LLP.

     23.2      Consent of PricewaterhouseCoopers LLP.

     23.3      Consent of Baker & Daniels (included in the Baker & Daniels
               Opinion filed as Exhibit 5).

     24        Powers of Attorney (included on the Signature Page of the
               Registration Statement).

                                       8