<PAGE>   1

As filed with the Securities and Exchange Commission on November 18, 1996
                                                    Registration No. 333-_______

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

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM S-8
                           REGISTRATION STATEMENT
                                    Under
                         The Securities Act of 1933

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

                             UNIONBANCORP, INC.

             (Exact name of Registrant as specified in its charter)

         DELAWARE                                          36-3145350
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

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

                           122 WEST MADISON STREET
                           OTTAWA, ILLINOIS 61350
                  (Address of principal executive offices)

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

                  UNIONBANCORP, INC. 1993 STOCK OPTION PLAN
                            (Full title of the plan)

                             ------------------
                                R. SCOTT GRIGSBY
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               UNIONBANCORP, INC.
                            122 WEST MADISON STREET
                             OTTAWA, ILLINOIS 61350
                    (Name and address of agent for service)

                                 (815) 434-3900
         (Telephone number, including area code, of agent for service)

                                With copies to:

                             RICHARD A. SIRUS, ESQ.
                    BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
                       333 WEST WACKER DRIVE, SUITE 2700
                            CHICAGO, ILLINOIS  60606
                                 (312) 984-3100


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
                                                     Proposed Maximum    Proposed Maximum
        Title of Securities          Amount to be     Offering Price        Aggregate           Amount of
         to be Registered          Registered(1)(2)    per Share(2)     Offering Price(2)  Registration Fee(2)
---------------------------------------------------------------------------------------------------------------
   <S>                                 <C>                <C>               <C>                  <C>
   Common Stock, $1.00 Par Value       600,000            $12.75            $7,650,000           $2,319
===============================================================================================================
</TABLE>

(1)      Pursuant to Rule 416(a) under the Securities Act, this Registration
         Statement also registers such indeterminate number of additional
         shares as may be issuable under the Plan in connection with share
         splits, share dividends or similar transactions.

(2)      Estimated pursuant to Rule 457(h) under the Act solely for the purpose
         of calculating the registration fee and based, in accordance with Rule
         457(c), upon the average of the high and low prices of the shares of
         the Registrant's Common Stock as reported on the Nasdaq Stock Market
         on November 12, 1996.


================================================================================
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the UnionBancorp, Inc. 1993 Stock
Option Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act").

         Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.





                                      I-1
<PAGE>   3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

            The following documents previously or concurrently filed by
UnionBancorp, Inc. (the "Company") with the Commission are hereby incorporated
by reference into this Registration Statement:

            (a)     The prospectus (File No. 333-9891) filed with the
                    Commission pursuant to Rule 424(b) on October 4, 1996.

            (b)     All other reports filed pursuant to Section 13(a) or 15(d)
                    of the Exchange Act since the filing of the prospectus
                    referred to in (a) above.

            (c)     The description of the Company's Common Stock, par value
                    $1.00 per share, contained in Item 1 of the Company's
                    Registration Statement on Form 8-A (File No. 0-28846),
                    originally filed with the Commission on September 4, 1996,
                    and all amendments or reports filed for the purpose of
                    updating such description.

            All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents.  Any statement contained in the documents incorporated, or
deemed to be incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein modifies or supersedes such statement.  Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement and the Prospectus.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not Applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            In accordance with the General Corporation Law of the State of
Delaware (being Chapter 1 of Title 8 of the Delaware Code), Article XIII of the
Company's Certificate of Incorporation, and Article VII of the Company's
bylaws, provide as follows:

                                  ARTICLE XIII

            No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty by such directors as a director; provided, however, that this Article XIII
shall not eliminate or limit the liability of a director to the extent provided
by applicable law (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the General Corporation Law of the State of Delaware, or
(iv) for any transaction from which the director derived an improper personal
benefit.  No amendment to or repeal of this Article XIII shall apply to or have
any effect on the liability





                                      II-1
<PAGE>   4
or alleged liability of any director of the corporation for or with respect to
any acts or omissions of such director occurring prior to such amendment or
repeal.

                                  ARTICLE VII

            SECTION 7.1     INDEMNIFICATION.

                    7.1.1  ACTIONS, SUITS OR PROCEEDINGS OTHER THAN BY OR IN
            THE RIGHT OF THE CORPORATION.  The corporation shall indemnify any
            person who was or is a party or is threatened to be made a party to
            any threatened, pending or completed action, suit or proceeding,
            whether civil, criminal, administrative or investigative (other
            than an action by or in the right of the corporation) by reason of
            the fact that he or she is or was a director,  officer, employee or
            agent of the corporation, or is or was serving at the request of
            the corporation as a director, officer, employee or agent of
            another corporation, partnership, joint venture, trust or other
            enterprise, or by reason of any action alleged to have been taken
            or omitted in such capacity, against expenses (including attorneys'
            fees), judgments, fines and amounts paid in settlement actually and
            reasonably incurred by him or her or on his or her behalf in
            connection with such action, suit or proceeding and any appeal
            therefrom, if he or she acted in good faith and in a manner he or
            she reasonably believed to be in, or not opposed to, the best
            interests of the corporation, and, with respect to any criminal
            action or proceeding, had no reasonable cause to believe his or her
            conduct was unlawful.  The termination of any action, suit or
            proceeding by judgment, order, settlement, conviction, or upon a
            plea of nolo contendere or its equivalent, shall not, of itself,
            create a presumption that the person did not act in good faith and
            in a manner which he or she reasonably believed to be in, or not
            opposed to, the best interests of the corporation and, with respect
            to any criminal action or proceeding, had reasonable cause to
            believe that his or her conduct was unlawful.

                    7.1.2  ACTIONS OR SUITS BY OR IN THE RIGHT OF THE
            CORPORATION.  The corporation shall indemnify any person who was or
            is a party or is threatened to be made a party to any threatened,
            pending or completed action or suit by or in the right of the
            corporation to procure a judgment in its favor by reason of the
            fact that he or she is or was a director, officer, employee or
            agent of the corporation or is or was serving or has agreed to
            serve at the request of the corporation as a director, officer,
            employee or agent of another corporation, partnership, joint
            venture, trust or other enterprise, or by reason of any action
            alleged to have been taken or omitted in such capacity, against
            expenses (including attorneys' fees) actually and reasonably
            incurred by him or her or on his or her behalf in connection with
            the defense or settlement of such action or suit and any appeal
            therefrom, if he or she acted in good faith and in a manner he or
            she reasonably believed to be in, or not opposed to, the best
            interests of the corporation, except that no indemnification shall
            be made in respect of any claim, issue or matter as to which such
            person shall have been adjudged to be liable to the corporation
            unless and only to the extent that the Court of Chancery of
            Delaware or the court in which such action or suit was brought
            shall determine upon application that, despite the adjudication of
            such liability but in view of all the circumstances of the case,
            such person is fairly and reasonably entitled to indemnity for such
            costs, charges and expenses which the Court of Chancery or such
            other court shall deem proper.

                    7.1.3  INDEMNIFICATION FOR COSTS, CHARGES AND EXPENSES OF
            SUCCESSFUL PARTY.  Notwithstanding the other provisions of this
            Section 7.1, to the extent that a director, officer, employee or
            agent has been successful, on the merits or otherwise, including,
            without limitation, to the extent permitted by applicable law, the
            dismissal of an action without prejudice, in defense of any action,
            suit or proceeding referred to in Sections 7.1.1 and 7.1.2, or in
            defense of any claim, issue or matter therein, he or she shall be
            indemnified against all costs, charges and expenses (including
            attorneys' fees) actually and reasonably incurred by him or her or
            on his or her behalf in connection therewith.

                    7.1.4  DETERMINATION OF RIGHT TO INDEMNIFICATION.  Any
            indemnification under Sections 7.1.1 and 7.1.2, (unless ordered by
            a court) shall be paid by the corporation, if a determination is
            made (a) by the board of directors by a majority vote of the
            directors who were not parties to such action, suit or proceeding,
            or (b) if such majority of disinterested directors so directs, by
            independent legal counsel





                                      II-2
<PAGE>   5
            in a written opinion, or (c) by the stockholders, that
            indemnification of the director or officer is proper in the
            circumstances because he or she has met the applicable standard of
            conduct set forth in Sections 7.1.1 and 7.1.2.

                    7.1.5  ADVANCE OF COSTS, CHARGES AND EXPENSES.  Expenses
            (including attorneys' fees) incurred by a person referred to in
            Sections 7.1.1 and 7.1.2 in defending a civil, criminal,
            administrative or investigative action, suit or proceeding shall be
            paid by the corporation in advance of the final disposition of such
            action, suit or proceeding; provided, however, that the payment of
            such costs, charges and expenses incurred by a director or officer
            in his or her capacity as a director or officer (and not in any
            other capacity in which service was or is rendered by such person
            while a director or officer) in advance of the final disposition of
            such action, suit or proceeding shall be made only upon receipt of
            an undertaking by or on behalf of the director or officer to repay
            all amounts so advanced in the event that it shall ultimately be
            determined that such director or officer is not entitled to be
            indemnified by the corporation as authorized in this Article VII.
            Such costs, charges and expenses incurred by other employees and
            agents may be so paid upon such terms and conditions, if any,  as
            the majority of the directors deems appropriate.  The majority of
            the directors may, in the manner set forth above, and upon approval
            of such director or officer of the corporation, authorize the
            corporation's counsel to represent such person, in any action, suit
            or proceeding, whether or not the corporation is a party to such
            action, suit or proceeding.

                    7.1.6  PROCEDURE FOR INDEMNIFICATION.  Any indemnification
            under Sections 7.1.1, 7.1.2 and 7.1.3, or advance of costs, charges
            and expenses under Section 7.1.5, shall be made promptly, and in
            any event within 60 days, upon the written request of the director,
            officer, employee or agent.  The right to indemnification or
            advances as granted by this Article VII shall be enforceable by the
            director, officer, employee or agent in any court of competent
            jurisdiction, if the corporation denies such request, in whole or
            in part, or if no disposition thereof is made within 60 days.  Such
            person's costs and expenses incurred in connection with
            successfully establishing his or her right to indemnification, in
            whole or in part, in any such action shall also be indemnified by
            the corporation.  It shall be a defense to any such action (other
            than an action brought to enforce a claim for the advance of costs,
            charges and expenses under Section 7.1.5, where the required
            undertaking, if any, has been received by the corporation) that the
            claimant has not met the standard of conduct set forth in Sections
            7.1.1 and 7.1.2, but the burden of proving such defense shall be on
            the corporation.  Neither the failure of the corporation (including
            its board of directors, its independent legal counsel and its
            stockholders) to have made a determination prior to the
            commencement of such action that indemnification of the claimant is
            proper in the circumstances because he or she has met the
            applicable standard of conduct set forth in Sections 7.1.1 and
            7.1.2, nor the fact that there has been an actual determination by
            the corporation (including its board of directors, its independent
            legal counsel and its stockholders) that the claimant has not met
            such applicable standard of conduct, shall be a defense to the
            action or create a presumption that the claimant has not met the
            applicable standard of conduct.

                    7.1.7  SETTLEMENT.  The corporation shall not be obligated
            to reimburse the costs of any settlement to which it has not
            agreed.  If in any action, suit or proceeding, including any
            appeal, within the scope of Sections 7.1.1 and 7.1.2, the person to
            be indemnified shall have unreasonably failed to enter into a
            settlement thereof offered or assented to by the opposing party or
            parties in such action, suit or proceeding, then, notwithstanding
            any other provision hereof, the indemnification obligation of the
            corporation to such person in connection with such action, suit or
            proceeding shall not exceed the total of the amount at which
            settlement could have been made and the expenses incurred by such
            person prior to the time such settlement could reasonably have been
            effected.

            SECTION 7.2     SUBSEQUENT AMENDMENT.  No amendment, termination or
repeal of this Article VII or of relevant provisions of the Delaware General
Corporation Law or any other applicable law shall affect or diminish in any way
the rights of any director or officer of the corporation to indemnification
under the provisions hereof with respect to any action, suit or proceeding
arising out of, or relating to, any actions, transactions or facts occurring
prior to the final adoption of such amendment, termination or repeal.





                                      II-3
<PAGE>   6
            SECTION 7.3     OTHER RIGHTS; CONTINUATION OF RIGHT TO
INDEMNIFICATION.  The indemnification provided by this Article VII shall not be
deemed exclusive of any other rights to which a director, officer, employee or
agent seeking indemnification may be entitled under any law (common or
statutory), agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action
in any other capacity while holding office or while employed by or acting as
agent for the corporation, and shall continue as to a person who has ceased to
be a director, officer, employee or agent, and shall inure to the benefit of
the estate, heirs, executors and administrators of such person.  Nothing
contained in this Article VII shall be deemed to prohibit, and the corporation
is specifically authorized to enter into, agreements with officers and
directors providing indemnification rights and procedures different from those
set forth herein.  All rights to indemnification under this Article VII shall
be deemed to be a contract between the corporation and each director or officer
of the corporation who serves or served in such capacity at any time while this
Article VII is in effect.  The corporation shall not consent to any
acquisition, merger, consolidation or other similar transaction unless the
successor corporation assumes by operation of law or by agreement the
obligations set forth in this Article VII.

            SECTION 7.4     INSURANCE.  The corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against such
liability under this Article VII.

            SECTION 7.5     CERTAIN DEFINITIONS.  For purposes of this Article
                            VII:

                    (i)     references to "the corporation" shall include, in
            addition to the resulting corporation, any constituent corporation
            (including any constituent of a constituent) absorbed in a
            consolidation or merger which, if its separate existence had
            continued, would have had the power and authority to indemnify its
            directors, officers, employees or agents, so that any person who is
            or was a director, officer, employee or agent of such constituent
            corporation, or is or was serving at the request of such
            constituent corporation as a director, officer, employee or agent
            of another corporation, partnership, joint venture, trust or other
            enterprises, shall stand in the same position under this Article
            VII with respect to the resulting or surviving corporation as he or
            she would have with respect to such constituent corporation if its
            separate existence had continued;

                    (ii)    references to "other enterprises" shall include
            employee benefit plans;

                    (iii)   references to "fines" shall include any excise
            taxes assessed on a person with respect to an employee benefit
            plan;

                    (iv)    references to "serving at the request of the
            corporation" shall include any service as a director, officer,
            employee or agent of the corporation which imposes duties on, or
            involves services by, such director, officer, employee or agent
            with respect to an employee benefit plan, its participants or
            beneficiaries; and

                    (v)     a person who acted in good faith and in a manner he
            or she reasonably believed to be in the interest of the
            participants and beneficiaries of an employee benefit plan shall be
            deemed to have acted in a manner "not opposed to the best interests
            of the corporation," as referred to in this Article VII.

            SECTION 7.6     SAVINGS CLAUSE.  If this Article VII or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the corporation shall nevertheless indemnify each director
or officer of the corporation as to any costs, charges, expenses (including
attorney's fees), judgments, fines and amounts paid in settlement with respect
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the corporation, to
the full extent permitted by any





                                      II-4
<PAGE>   7
applicable portion of this Article VII that shall not have been invalidated and
to the full extant permitted by applicable law.

            SECTION 7.7     SUBSEQUENT LEGISLATION.  If the Delaware General
Corporation Law is amended after the date hereof to further expand the
indemnification permitted to directors and officers of the corporation, then
the corporation shall indemnify such person to the fullest extent permitted by
the Delaware General Corporation Law, as so amended.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not Applicable.

ITEM 8.     EXHIBITS.

            See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by
reference.

ITEM 9.     UNDERTAKINGS.

            (a)     The undersigned Registrant hereby undertakes:

                    (1)     To file, during any period in which offers or sales
            are being made, a post-effective amendment to the Registration
            Statement to include: (i) any prospectus required by Section
            10(a)(3) of the Securities Act; (ii) to reflect in the prospectus
            any facts or events arising after the effective date of the
            Registration Statement which, individually or in the aggregate,
            represent a fundamental change in the information set forth in the
            Registration Statement; and (iii) 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, provided however, that provisions
            (i) and (ii) of this undertaking are inapplicable if the
            information to be filed thereunder is contained in periodic reports
            filed by the Company pursuant to Sections 13 or 15(d) of the
            Exchange Act and incorporated by reference into the Registration
            Statement.

                    (2)     That, for the purpose of determining any liability
            under the Securities Act, 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
            that 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.

            (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act 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.

            (c)     Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provision, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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
of expenses incurred or paid by a director, officer or controlling person 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





                                      II-5
<PAGE>   8
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 Securities Act and will be governed by the final
adjudication of such issue.





                                      II-6
<PAGE>   9
                                   SIGNATURES

            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 Ottawa, State of Illinois, on November 12,
1996.

                                   UNIONBANCORP, INC.
                                   
                                   
                                   By:     /s/ R. Scott Grigsby               
                                           ------------------------------------
                                           R. Scott Grigsby
                                           Chairman of the Board, President and
                                           Chief Executive Officer
                                   
                                   
                                   By:     /s/ Charles J. Grako                
                                           ------------------------------------
                                           Charles J. Grako
                                           Executive Vice President and Chief
                                           Financial and Accounting Officer


                               POWER OF ATTORNEY

            Know all men by these presents, that each person whose signature
appears below constitutes and appoints R.  Scott Grigsby and Charles J. Grako,
and each of them, his true and lawful attorney-in-fact and agent, each with
full power of substitution and re-substitution, for him and in his name, place
and stead, in any and all capacities to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by each of the following persons in the
capacities indicated on November 12, 1996.


            SIGNATURE
            ---------
                                TITLE
                                -----
/s/ R. Scott Grigsby                
-------------------------
R. Scott Grigsby                  Chairman of the Board, President and Chief 
                                  Executive Officer

/s/ Richard J. Berry                
-------------------------
Richard J. Berry                  Director

/s/ Walter E. Breipohl              
-------------------------
Walter E. Breipohl                Director

/s/ L. Paul Broadus                 
-------------------------
L. Paul Broadus                   Director





                                      S-1
<PAGE>   10

/s/ John Michael Daw                
----------------------------
John Michael Daw                  Director

                                    
----------------------------
Robert J. Doty                    Director

/s/ Jimmie D. Lansford              
----------------------------
Jimmie D. Lansford                Director

/s/ Lawrence J. McGrogan            
----------------------------
Lawrence J. McGrogan              Director

                                    
----------------------------
C. Robert Myers                   Director

/s/ I. J. Reinhardt, Jr.            
----------------------------
I. J. Reinhardt, Jr.              Director

/s/ H. Dean Reynolds                
----------------------------
H. Dean Reynolds                  Director

                                    
----------------------------
Scott C. Sullivan                 Director

                                    
----------------------------
John A. Trainor                   Director

/s/ Charles J. Grako                
----------------------------
Charles J. Grako                  Executive Vice President and Chief Financial
                                  and Accounting Officer





                                      S-2
<PAGE>   11
                               UNIONBANCORP, INC.

                                 EXHIBIT INDEX
                                       TO
                       FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
                                                    Incorporated
  Exhibit        Description                         Herein by                     Filed         Sequential
    No.                                             Reference To                  Herewith       Page No.
---------------------------------------------------------------------------------------------------------------
    <S>      <C>                         <C>                                  <C>
    4.1      Certificate of              Exhibit 3.1 to the Registration
             Incorporation of            Statement on Form S-1 filed with
             UnionBancorp,  Inc.         the Commission by UnionBancorp,
                                         Inc. on August 9, 1996, as amended
                                         (SEC File No. 333-9891)

    4.2      Bylaws of UnionBancorp,     Exhibit 3.2 to the Registration
             Inc.                        Statement on Form S-1 filed with
                                         the Commission by UnionBancorp,
                                         Inc. on August 9, 1996, as amended
                                         (SEC File No. 333-9891)

    4.3      Specimen Stock              Exhibit 4.1 to the Registration
             Certificate of              Statement on Form S-1 filed with
             UnionBancorp, Inc.          the Commission by UnionBancorp,
                                         Inc. on August 9,  1999, as
                                         amended (SEC File No. 333-9891)

    5.1      Opinion of Barack,                                                      X
             Ferrazzano, Kirschbaum &
             Perlman

    23.1     Consent of McGladrey &                                            to be filed by
             Pullen, LLP                                                         amendment

    23.2     Consent of Barack,                                               Included in
             Ferrazzano, Kirschbaum &                                         Exhibit 5.1
             Perlman

    24.1     Power of Attorney                                                Included on
                                                                              Signature Page
                                                                              to this
                                                                              Registration
                                                                              Statement

    99.1     UnionBancorp, Inc. 1993                                                 X
             Stock Option Plan, as
             amended
</TABLE>


================================================================================
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1

As filed with the Securities and Exchange Commission on November 18, 1996
                                                    Registration No. 333-_______

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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM S-8
                           REGISTRATION STATEMENT
                                    Under
                         The Securities Act of 1933

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

                             UNIONBANCORP, INC.

             (Exact name of Registrant as specified in its charter)

         DELAWARE                                          36-3145350
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

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

                           122 WEST MADISON STREET
                           OTTAWA, ILLINOIS 61350
                  (Address of principal executive offices)

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

                  UNIONBANCORP, INC. 1993 STOCK OPTION PLAN
                            (Full title of the plan)

                             ------------------
                                R. SCOTT GRIGSBY
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               UNIONBANCORP, INC.
                            122 WEST MADISON STREET
                             OTTAWA, ILLINOIS 61350
                    (Name and address of agent for service)

                                 (815) 434-3900
         (Telephone number, including area code, of agent for service)

                                With copies to:

                             RICHARD A. SIRUS, ESQ.
                    BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
                       333 WEST WACKER DRIVE, SUITE 2700
                            CHICAGO, ILLINOIS  60606
                                 (312) 984-3100

                        CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                     Proposed Maximum    Proposed Maximum
        Title of Securities          Amount to be     Offering Price        Aggregate           Amount of
         to be Registered          Registered(1)(2)    per Share(2)     Offering Price(2)  Registration Fee(2)
---------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 Par Value       600,000            $12.75            $7,650,000           $2,319
===============================================================================================================
(1)      Pursuant to Rule 416(a) under the Securities Act, this Registration
         Statement also registers such indeterminate number of additional
         shares as may be issuable under the Plan in connection with share
         splits, share dividends or similar transactions.

(2)      Estimated pursuant to Rule 457(h) under the Act solely for the purpose
         of calculating the registration fee and based, in accordance with Rule
         457(c), upon the average of the high and low prices of the shares of
         the Registrant's Common Stock as reported on the Nasdaq Stock Market
         on November 12, 1996.

================================================================================
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the UnionBancorp, Inc. 1993 Stock
Option Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act").

         Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

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                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

            The following documents previously or concurrently filed by
UnionBancorp, Inc. (the "Company") with the Commission are hereby incorporated
by reference into this Registration Statement:

            (a)     The prospectus (File No. 333-9891) filed with the
                    Commission pursuant to Rule 424(b) on October 4, 1996.

            (b)     All other reports filed pursuant to Section 13(a) or 15(d)
                    of the Exchange Act since the filing of the prospectus
                    referred to in (a) above.

            (c)     The description of the Company's Common Stock, par value
                    $1.00 per share, contained in Item 1 of the Company's
                    Registration Statement on Form 8-A (File No. 0-28846),
                    originally filed with the Commission on September 4, 1996,
                    and all amendments or reports filed for the purpose of
                    updating such description.

            All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents.  Any statement contained in the documents incorporated, or
deemed to be incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein modifies or supersedes such statement.  Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement and the Prospectus.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not Applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            In accordance with the General Corporation Law of the State of
Delaware (being Chapter 1 of Title 8 of the Delaware Code), Article XIII of the
Company's Certificate of Incorporation, and Article VII of the Company's
bylaws, provide as follows:

                                  ARTICLE XIII

            No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty by such directors as a director; provided, however, that this Article XIII
shall not eliminate or limit the liability of a director to the extent provided
by applicable law (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the General Corporation Law of the State of Delaware, or
(iv) for any transaction from which the director derived an improper personal
benefit.  No amendment to or repeal of this Article XIII shall apply to or have
any effect on the liability

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or alleged liability of any director of the corporation for or with respect to
any acts or omissions of such director occurring prior to such amendment or
repeal.

                                  ARTICLE VII

            SECTION 7.1     INDEMNIFICATION.

                    7.1.1  ACTIONS, SUITS OR PROCEEDINGS OTHER THAN BY OR IN
            THE RIGHT OF THE CORPORATION.  The corporation shall indemnify any
            person who was or is a party or is threatened to be made a party to
            any threatened, pending or completed action, suit or proceeding,
            whether civil, criminal, administrative or investigative (other
            than an action by or in the right of the corporation) by reason of
            the fact that he or she is or was a director,  officer, employee or
            agent of the corporation, or is or was serving at the request of
            the corporation as a director, officer, employee or agent of
            another corporation, partnership, joint venture, trust or other
            enterprise, or by reason of any action alleged to have been taken
            or omitted in such capacity, against expenses (including attorneys'
            fees), judgments, fines and amounts paid in settlement actually and
            reasonably incurred by him or her or on his or her behalf in
            connection with such action, suit or proceeding and any appeal
            therefrom, if he or she acted in good faith and in a manner he or
            she reasonably believed to be in, or not opposed to, the best
            interests of the corporation, and, with respect to any criminal
            action or proceeding, had no reasonable cause to believe his or her
            conduct was unlawful.  The termination of any action, suit or
            proceeding by judgment, order, settlement, conviction, or upon a
            plea of nolo contendere or its equivalent, shall not, of itself,
            create a presumption that the person did not act in good faith and
            in a manner which he or she reasonably believed to be in, or not
            opposed to, the best interests of the corporation and, with respect
            to any criminal action or proceeding, had reasonable cause to
            believe that his or her conduct was unlawful.

                    7.1.2  ACTIONS OR SUITS BY OR IN THE RIGHT OF THE
            CORPORATION.  The corporation shall indemnify any person who was or
            is a party or is threatened to be made a party to any threatened,
            pending or completed action or suit by or in the right of the
            corporation to procure a judgment in its favor by reason of the
            fact that he or she is or was a director, officer, employee or
            agent of the corporation or is or was serving or has agreed to
            serve at the request of the corporation as a director, officer,
            employee or agent of another corporation, partnership, joint
            venture, trust or other enterprise, or by reason of any action
            alleged to have been taken or omitted in such capacity, against
            expenses (including attorneys' fees) actually and reasonably
            incurred by him or her or on his or her behalf in connection with
            the defense or settlement of such action or suit and any appeal
            therefrom, if he or she acted in good faith and in a manner he or
            she reasonably believed to be in, or not opposed to, the best
            interests of the corporation, except that no indemnification shall
            be made in respect of any claim, issue or matter as to which such
            person shall have been adjudged to be liable to the corporation
            unless and only to the extent that the Court of Chancery of
            Delaware or the court in which such action or suit was brought
            shall determine upon application that, despite the adjudication of
            such liability but in view of all the circumstances of the case,
            such person is fairly and reasonably entitled to indemnity for such
            costs, charges and expenses which the Court of Chancery or such
            other court shall deem proper.

                    7.1.3  INDEMNIFICATION FOR COSTS, CHARGES AND EXPENSES OF
            SUCCESSFUL PARTY.  Notwithstanding the other provisions of this
            Section 7.1, to the extent that a director, officer, employee or
            agent has been successful, on the merits or otherwise, including,
            without limitation, to the extent permitted by applicable law, the
            dismissal of an action without prejudice, in defense of any action,
            suit or proceeding referred to in Sections 7.1.1 and 7.1.2, or in
            defense of any claim, issue or matter therein, he or she shall be
            indemnified against all costs, charges and expenses (including
            attorneys' fees) actually and reasonably incurred by him or her or
            on his or her behalf in connection therewith.

                    7.1.4  DETERMINATION OF RIGHT TO INDEMNIFICATION.  Any
            indemnification under Sections 7.1.1 and 7.1.2, (unless ordered by
            a court) shall be paid by the corporation, if a determination is
            made (a) by the board of directors by a majority vote of the
            directors who were not parties to such action, suit or proceeding,
            or (b) if such majority of disinterested directors so directs, by
            independent legal counsel

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            in a written opinion, or (c) by the stockholders, that
            indemnification of the director or officer is proper in the
            circumstances because he or she has met the applicable standard of
            conduct set forth in Sections 7.1.1 and 7.1.2.

                    7.1.5  ADVANCE OF COSTS, CHARGES AND EXPENSES.  Expenses
            (including attorneys' fees) incurred by a person referred to in
            Sections 7.1.1 and 7.1.2 in defending a civil, criminal,
            administrative or investigative action, suit or proceeding shall be
            paid by the corporation in advance of the final disposition of such
            action, suit or proceeding; provided, however, that the payment of
            such costs, charges and expenses incurred by a director or officer
            in his or her capacity as a director or officer (and not in any
            other capacity in which service was or is rendered by such person
            while a director or officer) in advance of the final disposition of
            such action, suit or proceeding shall be made only upon receipt of
            an undertaking by or on behalf of the director or officer to repay
            all amounts so advanced in the event that it shall ultimately be
            determined that such director or officer is not entitled to be
            indemnified by the corporation as authorized in this Article VII.
            Such costs, charges and expenses incurred by other employees and
            agents may be so paid upon such terms and conditions, if any,  as
            the majority of the directors deems appropriate.  The majority of
            the directors may, in the manner set forth above, and upon approval
            of such director or officer of the corporation, authorize the
            corporation's counsel to represent such person, in any action, suit
            or proceeding, whether or not the corporation is a party to such
            action, suit or proceeding.

                    7.1.6  PROCEDURE FOR INDEMNIFICATION.  Any indemnification
            under Sections 7.1.1, 7.1.2 and 7.1.3, or advance of costs, charges
            and expenses under Section 7.1.5, shall be made promptly, and in
            any event within 60 days, upon the written request of the director,
            officer, employee or agent.  The right to indemnification or
            advances as granted by this Article VII shall be enforceable by the
            director, officer, employee or agent in any court of competent
            jurisdiction, if the corporation denies such request, in whole or
            in part, or if no disposition thereof is made within 60 days.  Such
            person's costs and expenses incurred in connection with
            successfully establishing his or her right to indemnification, in
            whole or in part, in any such action shall also be indemnified by
            the corporation.  It shall be a defense to any such action (other
            than an action brought to enforce a claim for the advance of costs,
            charges and expenses under Section 7.1.5, where the required
            undertaking, if any, has been received by the corporation) that the
            claimant has not met the standard of conduct set forth in Sections
            7.1.1 and 7.1.2, but the burden of proving such defense shall be on
            the corporation.  Neither the failure of the corporation (including
            its board of directors, its independent legal counsel and its
            stockholders) to have made a determination prior to the
            commencement of such action that indemnification of the claimant is
            proper in the circumstances because he or she has met the
            applicable standard of conduct set forth in Sections 7.1.1 and
            7.1.2, nor the fact that there has been an actual determination by
            the corporation (including its board of directors, its independent
            legal counsel and its stockholders) that the claimant has not met
            such applicable standard of conduct, shall be a defense to the
            action or create a presumption that the claimant has not met the
            applicable standard of conduct.

                    7.1.7  SETTLEMENT.  The corporation shall not be obligated
            to reimburse the costs of any settlement to which it has not
            agreed.  If in any action, suit or proceeding, including any
            appeal, within the scope of Sections 7.1.1 and 7.1.2, the person to
            be indemnified shall have unreasonably failed to enter into a
            settlement thereof offered or assented to by the opposing party or
            parties in such action, suit or proceeding, then, notwithstanding
            any other provision hereof, the indemnification obligation of the
            corporation to such person in connection with such action, suit or
            proceeding shall not exceed the total of the amount at which
            settlement could have been made and the expenses incurred by such
            person prior to the time such settlement could reasonably have been
            effected.

            SECTION 7.2     SUBSEQUENT AMENDMENT.  No amendment, termination or
repeal of this Article VII or of relevant provisions of the Delaware General
Corporation Law or any other applicable law shall affect or diminish in any way
the rights of any director or officer of the corporation to indemnification
under the provisions hereof with respect to any action, suit or proceeding
arising out of, or relating to, any actions, transactions or facts occurring
prior to the final adoption of such amendment, termination or repeal.

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            SECTION 7.3     OTHER RIGHTS; CONTINUATION OF RIGHT TO
INDEMNIFICATION.  The indemnification provided by this Article VII shall not be
deemed exclusive of any other rights to which a director, officer, employee or
agent seeking indemnification may be entitled under any law (common or
statutory), agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action
in any other capacity while holding office or while employed by or acting as
agent for the corporation, and shall continue as to a person who has ceased to
be a director, officer, employee or agent, and shall inure to the benefit of
the estate, heirs, executors and administrators of such person.  Nothing
contained in this Article VII shall be deemed to prohibit, and the corporation
is specifically authorized to enter into, agreements with officers and
directors providing indemnification rights and procedures different from those
set forth herein.  All rights to indemnification under this Article VII shall
be deemed to be a contract between the corporation and each director or officer
of the corporation who serves or served in such capacity at any time while this
Article VII is in effect.  The corporation shall not consent to any
acquisition, merger, consolidation or other similar transaction unless the
successor corporation assumes by operation of law or by agreement the
obligations set forth in this Article VII.

            SECTION 7.4     INSURANCE.  The corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him or her and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against such
liability under this Article VII.

            SECTION 7.5     CERTAIN DEFINITIONS.  For purposes of this Article
                            VII:

                    (i)     references to "the corporation" shall include, in
            addition to the resulting corporation, any constituent corporation
            (including any constituent of a constituent) absorbed in a
            consolidation or merger which, if its separate existence had
            continued, would have had the power and authority to indemnify its
            directors, officers, employees or agents, so that any person who is
            or was a director, officer, employee or agent of such constituent
            corporation, or is or was serving at the request of such
            constituent corporation as a director, officer, employee or agent
            of another corporation, partnership, joint venture, trust or other
            enterprises, shall stand in the same position under this Article
            VII with respect to the resulting or surviving corporation as he or
            she would have with respect to such constituent corporation if its
            separate existence had continued;

                    (ii)    references to "other enterprises" shall include
            employee benefit plans;

                    (iii)   references to "fines" shall include any excise
            taxes assessed on a person with respect to an employee benefit
            plan;

                    (iv)    references to "serving at the request of the
            corporation" shall include any service as a director, officer,
            employee or agent of the corporation which imposes duties on, or
            involves services by, such director, officer, employee or agent
            with respect to an employee benefit plan, its participants or
            beneficiaries; and

                    (v)     a person who acted in good faith and in a manner he
            or she reasonably believed to be in the interest of the
            participants and beneficiaries of an employee benefit plan shall be
            deemed to have acted in a manner "not opposed to the best interests
            of the corporation," as referred to in this Article VII.

            SECTION 7.6     SAVINGS CLAUSE.  If this Article VII or any portion
hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the corporation shall nevertheless indemnify each director
or officer of the corporation as to any costs, charges, expenses (including
attorney's fees), judgments, fines and amounts paid in settlement with respect
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the corporation, to
the full extent permitted by any

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applicable portion of this Article VII that shall not have been invalidated and
to the full extant permitted by applicable law.

            SECTION 7.7     SUBSEQUENT LEGISLATION.  If the Delaware General
Corporation Law is amended after the date hereof to further expand the
indemnification permitted to directors and officers of the corporation, then
the corporation shall indemnify such person to the fullest extent permitted by
the Delaware General Corporation Law, as so amended.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not Applicable.

ITEM 8.     EXHIBITS.

            See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by
reference.

ITEM 9.     UNDERTAKINGS.

            (a)     The undersigned Registrant hereby undertakes:

                    (1)     To file, during any period in which offers or sales
            are being made, a post-effective amendment to the Registration
            Statement to include: (i) any prospectus required by Section
            10(a)(3) of the Securities Act; (ii) to reflect in the prospectus
            any facts or events arising after the effective date of the
            Registration Statement which, individually or in the aggregate,
            represent a fundamental change in the information set forth in the
            Registration Statement; and (iii) 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, provided however, that provisions
            (i) and (ii) of this undertaking are inapplicable if the
            information to be filed thereunder is contained in periodic reports
            filed by the Company pursuant to Sections 13 or 15(d) of the
            Exchange Act and incorporated by reference into the Registration
            Statement.

                    (2)     That, for the purpose of determining any liability
            under the Securities Act, 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
            that 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.

            (b)     The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act 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.

            (c)     Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provision, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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
of expenses incurred or paid by a director, officer or controlling person 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

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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 Securities Act and will be governed by the final
adjudication of such issue.

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                                   SIGNATURES

            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 Ottawa, State of Illinois, on November 12,
1996.

                                   UNIONBANCORP, INC.
                                   
                                   
                                   By:     /s/ R. Scott Grigsby               
                                           ------------------------------------
                                           R. Scott Grigsby
                                           Chairman of the Board, President and
                                           Chief Executive Officer
                                   
                                   
                                   By:     /s/ Charles J. Grako                
                                           ------------------------------------
                                           Charles J. Grako
                                           Executive Vice President and Chief
                                           Financial and Accounting Officer

                               POWER OF ATTORNEY

            Know all men by these presents, that each person whose signature
appears below constitutes and appoints R.  Scott Grigsby and Charles J. Grako,
and each of them, his true and lawful attorney-in-fact and agent, each with
full power of substitution and re-substitution, for him and in his name, place
and stead, in any and all capacities to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by each of the following persons in the
capacities indicated on November 12, 1996.

            SIGNATURE
            ---------
                                TITLE
                                -----
/s/ R. Scott Grigsby                
-------------------------
R. Scott Grigsby                  Chairman of the Board, President and Chief 
                                  Executive Officer

/s/ Richard J. Berry                
-------------------------
Richard J. Berry                  Director

/s/ Walter E. Breipohl              
-------------------------
Walter E. Breipohl                Director

/s/ L. Paul Broadus                 
-------------------------
L. Paul Broadus                   Director

                                      S-1
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/s/ John Michael Daw                
----------------------------
John Michael Daw                  Director

                                    
----------------------------
Robert J. Doty                    Director

/s/ Jimmie D. Lansford              
----------------------------
Jimmie D. Lansford                Director

/s/ Lawrence J. McGrogan            
----------------------------
Lawrence J. McGrogan              Director

                                    
----------------------------
C. Robert Myers                   Director

/s/ I. J. Reinhardt, Jr.            
----------------------------
I. J. Reinhardt, Jr.              Director

/s/ H. Dean Reynolds                
----------------------------
H. Dean Reynolds                  Director

                                    
----------------------------
Scott C. Sullivan                 Director

                                    
----------------------------
John A. Trainor                   Director

/s/ Charles J. Grako                
----------------------------
Charles J. Grako                  Executive Vice President and Chief Financial
                                  and Accounting Officer

                                      S-2
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                               UNIONBANCORP, INC.

                                 EXHIBIT INDEX
                                       TO
                       FORM S-8 REGISTRATION STATEMENT
Incorporated
  Exhibit        Description                         Herein by                     Filed         Sequential
    No.                                             Reference To                  Herewith       Page No.
---------------------------------------------------------------------------------------------------------------
4.1      Certificate of              Exhibit 3.1 to the Registration
             Incorporation of            Statement on Form S-1 filed with
             UnionBancorp,  Inc.         the Commission by UnionBancorp,
                                         Inc. on August 9, 1996, as amended
                                         (SEC File No. 333-9891)

    4.2      Bylaws of UnionBancorp,     Exhibit 3.2 to the Registration
             Inc.                        Statement on Form S-1 filed with
                                         the Commission by UnionBancorp,
                                         Inc. on August 9, 1996, as amended
                                         (SEC File No. 333-9891)

    4.3      Specimen Stock              Exhibit 4.1 to the Registration
             Certificate of              Statement on Form S-1 filed with
             UnionBancorp, Inc.          the Commission by UnionBancorp,
                                         Inc. on August 9,  1999, as
                                         amended (SEC File No. 333-9891)

    5.1      Opinion of Barack,                                                      X
             Ferrazzano, Kirschbaum &
             Perlman

    23.1     Consent of McGladrey &                                            to be filed by
             Pullen, LLP                                                         amendment

    23.2     Consent of Barack,                                               Included in
             Ferrazzano, Kirschbaum &                                         Exhibit 5.1
             Perlman

    24.1     Power of Attorney                                                Included on
                                                                              Signature Page
                                                                              to this
                                                                              Registration
                                                                              Statement

    99.1     UnionBancorp, Inc. 1993                                                 X
             Stock Option Plan, as
             amended
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