<PAGE>   1
                                                  Registration No. 33-__________



                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                            CAPITAL DIRECTIONS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

       MICHIGAN                              38-2781737
(State of Incorporation)           (IRS Employer Identification No.)

                           322 SOUTH JEFFERSON STREET
                             MASON, MICHIGAN  48854
                    (Address of Principal Executive Offices)

                            CAPITAL DIRECTIONS, INC.
                          INCENTIVE STOCK OPTION PLAN
                            (Full Title of the Plan)

<TABLE>
<S>                                                        <C>

                    TIMOTHY P. GAYLORD                                  Copy to:
          PRESIDENT AND CHIEF EXECUTIVE OFFICER                   David E. Riggs, Esq.
                 CAPITAL DIRECTIONS, INC.                   Howard & Howard Attorneys, P.C.
                322 SOUTH JEFFERSON STREET                             Suite 400
                  MASON, MICHIGAN  48854                        107 West Michigan Avenue
                      (517) 676-0500                           Kalamazoo, Michigan  49007
(Name, Address and Telephone Number of Agent for Service)  

</TABLE>





                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
                                                    Proposed                 Proposed                               
     Title of                                        Maximum                 Maximum               Amount of
 Securities to be           Amount to be           Offering Price           Aggregate             Registration
   Registered                Registered             per Share              Offering Price             Fee
--------------------------------------------------------------------------------------------------------------------
 <S>                         <C>                 <C>                       <C>                    <C>
 Common Stock,               20,000
 $5 par value                shares(1)              $43.75(2)                $875,000               $265.15(2)
                                                                                                                  
--------------------------------------------------------------------------------------------------------------------
</TABLE>

1
 Plus (in accordance with Rule 416) an indeterminate number of additional
shares as may be issuable in the event of an adjustment as a result of an
increase in the number of issued shares of Common Stock of the Registrant
resulting from a subdivision of such shares, the payment of stock dividends or
certain other capital adjustments as provided in the above-referenced Incentive
Stock Option Plan.

2
 Estimated in accordance with Rules 457(h) and (c) solely for the purpose of
calculating the amount of the registration fee, based on the $43.75 average of 
the closing bid and asked prices reported for the Registrant's Common Stock on 
July 28, 1997.

<PAGE>   2

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant (File No. 33-20417) pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated in this Registration Statement by reference:

         (1)     the Registrant's Annual Report on Form 10-K for the year ended
                 December 31, 1996;

         (2)      the Registrant's Quarterly Report on Form 10-Q for the
                  quarter ended March 31, 1997; and

         (3)     the information contained in the Registrant's definitive Proxy
Statement dated April 28, 1994 relating to its 1993 Annual Meeting of
shareholders under the heading "Federal Income Tax Consequences" within the
section titled "(2) Approval of Capital Directions, Inc.  Incentive Stock
Option Plan".

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         The class of securities being offered is common stock, $5 par value.
Holders of the Registrant's common stock are entitled to receive dividends if
and when declared by the Board of Directors out of any funds legally available
therefor.  Holders of the Registrant's common stock are entitled to receive pro
rata upon liquidation, dissolution or winding up all of the assets of the
Registrant remaining after provision for the payment of creditors.  Holders of
the Registrant's common stock are vested with exclusive voting rights, each
share being entitled to one vote.  Holders of the Registrant's common stock
have no cumulative voting rights in electing directors and no preemptive rights
to subscribe for any additional shares of capital stock which the Registrant
may issue.  The Registrant's common stock is neither convertible nor
redeemable.  All outstanding shares of the Registrant's common stock are fully
paid and nonassessable and have no tandem shareholder rights.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.





                                      -2-
<PAGE>   3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sections 551 and 561 through 571 of the Michigan Business Corporation
Act (the "Act") and Article VI of the Registrant's Restated Articles of
Incorporation, as amended ("Articles") relate to liability of the Registrant's
directors for corporation actions and indemnification of the Registrant's
directors and officers, among others, in a variety of circumstances against
liabilities arising in connection with the performance of their duties.  The
Registrant's Articles generally permit indemnification to the same extent
provided by the Act.

         The Act provides for indemnification of directors and officers acting
in good faith and in a manner they reasonably believe to be in or not opposed
to the best interest of the Registrant (and, if a criminal proceeding, who have
no reasonable cause to believe their conduct to be unlawful) against (i)
expenses (including attorney's fees) and amounts paid in settlement actually
and reasonably incurred in connection with any threatened, pending, or
completed action, suit or proceeding (other than an action by, or in the right
of the Registrant) arising out of a position with the Registrant (or with some
other entity at the Registrant's request) and (ii) expenses (including
attorney's fees) and amounts paid in settlement actually and reasonably
incurred in connection with threatened, pending, or completed actions or suits
by or in the right of the Registrant, unless the director or officer is found
liable to the Registrant and an appropriate court does not determine that he or
she is nevertheless fairly and reasonably entitled to indemnity.  The Act
requires indemnification for expenses to the extent that a director or officer
is successful in defending against any such action, suit or proceeding, and
otherwise requires in general that the indemnification provided for in (i) and
(ii) above be made only on a determination by a majority vote of a quorum of
the Board of Directors who were not parties to or threatened to be made parties
to the action, suit, or proceeding, by a majority vote of a committee of not
less than two disinterested directors, by independent legal counsel, by all
independent directors not parties to or threatened to be made parties to the
action, suit or proceeding, or by the shareholders, that the applicable
standards of conduct were met.  In certain circumstances, the Act further
permits advances to cover such expenses before a final determination that
indemnification is permissible, upon receipt of an undertaking, which need not
be secured, by or on behalf of the directors or officers to repay such amounts
unless it shall ultimately be determined that they are entitled to
indemnification.

         Indemnification under the Act is not exclusive of other rights to
indemnification to which a person may be entitled under the Articles, the
Bylaws or a contractual agreement.

         The Act permits the Registrant to purchase insurance on behalf of its
directors and officers against liabilities arising out of their positions with
the Registrant, whether or not such liabilities would be within the foregoing
indemnification provisions.  Pursuant to this authority, the Registrant
maintains such insurance on behalf of its directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.





                                      -3-
<PAGE>   4


ITEM 8.  EXHIBITS

         The following Exhibits are filed or incorporated by reference as part
of this Registration Statement:

3.       (a)     Restated Articles of Incorporation of Capital Directions, Inc.

         (b)     Amendment to Restated Articles of Incorporation of Capital
                 Directions, Inc.

         (c)     By-Laws of Capital Directions, Inc.

5.       Opinion and Consent of Howard & Howard Attorneys, P.C.

15.      Not applicable.

23.      (a)     Consent of Crowe, Chizek and Company, LLP.

         (b)     Consent of Howard & Howard Attorneys, P.C. (incorporated by
                 reference to Exhibit 5 to this Registration Statement).

24.      Not applicable.

99.      Capital Directions, Inc. Incentive Stock Option Plan (incorporated by
         reference to Appendix A of the Registrant's definitive proxy statement
         dated March 18, 1994, File No. 33-20417)

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 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





                                      -4-
<PAGE>   5

                                  or any material change to such information in
                                  the Registration Statement;

                 provided, however, that paragraphs (a)(1)(i) and (a)(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 Exchange Act that are incorporated
                 by reference in this 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 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
                 of 1933 (the "Securities Act"), each filing of the
                 Registrant's annual report pursuant to Section 13(a) or 15(d)
                 of the Exchange Act (and, where applicable, each filing of an
                 employee benefit plan's annual report pursuant to Section
                 15(d) of the Exchange Act) that is incorporated by reference
                 in this 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.

         (h)     Insofar as indemnification for liabilities arising under the
                 Securities Act may be permitted to directors, directors and
                 controlling persons of the Registrant pursuant to the
                 foregoing provisions, 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 in the successful defense of any action, suit or
                 proceeding) is asserted by 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 Securities Act and will be governed by the final
                 adjudication of such issue.





                                      -5-
<PAGE>   6

                                   SIGNATURE

         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 Mason, State of Michigan, on June 18, 1997.


                                     CAPITAL DIRECTIONS, INC.
                                 
                                 
                                     By: /s/ Timothy P. Gaylord
                                        ---------------------------------------
                                        Timothy P. Gaylord
                                        President and Chief Executive Officer
                                 
                               POWER OF ATTORNEY

         The undersigned officers and directors of Capital Directions, Inc., a
Michigan corporation, do hereby constitute and appoint Douglas W.  Dancer,
Gerald W. Ambrose, and Timothy P. Gaylord, and each of them, the lawful
attorneys and agents or attorney and agent, with power and authority to do any
and all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement.  Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the names
of the undersigned officers and directors in the capacities indicated below to
this Registration Statement, to any and all amendments, both pre- effective and
post-effective, and supplements to this Registration Statement and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereto, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents or
any of them shall do or cause to be done by virtue hereof.  This Power of
Attorney may be signed in several counterparts.

         IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the 18th day of June, 1997.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 18th day of June, 1997.



/s/ Timothy P. Gaylord
---------------------------        Director, President and Chief Executive 
Timothy P. Gaylord                 Officer (Principal Executive Officer)   






                                      -6-
<PAGE>   7


/s/ Robert G. Kennedy                                    
---------------------------          Treasurer (Principal Financial 
Robert G. Kennedy                    and Accounting Officer)
                           
                           
/s/ Douglas W. Dancer                                               
---------------------------          Director        
Douglas W. Dancer          
                           
                           
/s/ George A. Sullivan                                              
---------------------------          Director        
George A. Sullivan         
                           
                           
/s/ Marvin B. Oesterle                                              
---------------------------          Director        
Marvin B. Oesterle         
                           
                           
/s/ Paula Johnson                                                   
---------------------------          Director        
Paula Johnson              
                           
                           
/s/ Terry Shultis                                                   
---------------------------          Director        
Terry Shultis              
                           
                           
/s/ Gerald W. Ambrose                                              
---------------------------          Director        
Gerald W. Ambrose          





                                      -7-
<PAGE>   8

                                 EXHIBIT INDEX


NUMBER

3(a)     Restated Articles of Incorporation

3(b)     Amendment to Restated Articles of Incorporation

3(c)     By-Laws

5        Opinion of Howard & Howard Attorneys, P.C., including Consent

23(a)    Consent of Crowe, Chizek and Company, LLP





                                      -8-
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{"company-data": {"conformed-name": "CAPITAL DIRECTIONS INC", "cik": "0000830157", "assigned-sic": "6022", "irs-number": "382781737", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32407", "film-number": "97647991"}, "business-address": {"street1": "322 S JEFFERSON ST", "city": "MASON", "state": "MI", "zip": "48854", "phone": "5176760500"}, "mail-address": {"street2": "P O BOX 130", "city": "MASON", "state": "MI", "zip": "48854-0130"}}
1
                                                  Registration No. 33-__________

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                            CAPITAL DIRECTIONS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

       MICHIGAN                              38-2781737
(State of Incorporation)           (IRS Employer Identification No.)

                           322 SOUTH JEFFERSON STREET
                             MASON, MICHIGAN  48854
                    (Address of Principal Executive Offices)

                            CAPITAL DIRECTIONS, INC.
                          INCENTIVE STOCK OPTION PLAN
                            (Full Title of the Plan)
TIMOTHY P. GAYLORD                                  Copy to:
          PRESIDENT AND CHIEF EXECUTIVE OFFICER                   David E. Riggs, Esq.
                 CAPITAL DIRECTIONS, INC.                   Howard & Howard Attorneys, P.C.
                322 SOUTH JEFFERSON STREET                             Suite 400
                  MASON, MICHIGAN  48854                        107 West Michigan Avenue
                      (517) 676-0500                           Kalamazoo, Michigan  49007
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                    Proposed                 Proposed                               
     Title of                                        Maximum                 Maximum               Amount of
 Securities to be           Amount to be           Offering Price           Aggregate             Registration
   Registered                Registered             per Share              Offering Price             Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock,               20,000
 $5 par value                shares(1)              $43.75(2)                $875,000               $265.15(2)
                                                                                                                  
--------------------------------------------------------------------------------------------------------------------
1
 Plus (in accordance with Rule 416) an indeterminate number of additional
shares as may be issuable in the event of an adjustment as a result of an
increase in the number of issued shares of Common Stock of the Registrant
resulting from a subdivision of such shares, the payment of stock dividends or
certain other capital adjustments as provided in the above-referenced Incentive
Stock Option Plan.

2
 Estimated in accordance with Rules 457(h) and (c) solely for the purpose of
calculating the amount of the registration fee, based on the $43.75 average of 
the closing bid and asked prices reported for the Registrant's Common Stock on 
July 28, 1997.
2

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant (File No. 33-20417) pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated in this Registration Statement by reference:

         (1)     the Registrant's Annual Report on Form 10-K for the year ended
                 December 31, 1996;

         (2)      the Registrant's Quarterly Report on Form 10-Q for the
                  quarter ended March 31, 1997; and

         (3)     the information contained in the Registrant's definitive Proxy
Statement dated April 28, 1994 relating to its 1993 Annual Meeting of
shareholders under the heading "Federal Income Tax Consequences" within the
section titled "(2) Approval of Capital Directions, Inc.  Incentive Stock
Option Plan".

         All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         The class of securities being offered is common stock, $5 par value.
Holders of the Registrant's common stock are entitled to receive dividends if
and when declared by the Board of Directors out of any funds legally available
therefor.  Holders of the Registrant's common stock are entitled to receive pro
rata upon liquidation, dissolution or winding up all of the assets of the
Registrant remaining after provision for the payment of creditors.  Holders of
the Registrant's common stock are vested with exclusive voting rights, each
share being entitled to one vote.  Holders of the Registrant's common stock
have no cumulative voting rights in electing directors and no preemptive rights
to subscribe for any additional shares of capital stock which the Registrant
may issue.  The Registrant's common stock is neither convertible nor
redeemable.  All outstanding shares of the Registrant's common stock are fully
paid and nonassessable and have no tandem shareholder rights.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

                                      -2-
3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sections 551 and 561 through 571 of the Michigan Business Corporation
Act (the "Act") and Article VI of the Registrant's Restated Articles of
Incorporation, as amended ("Articles") relate to liability of the Registrant's
directors for corporation actions and indemnification of the Registrant's
directors and officers, among others, in a variety of circumstances against
liabilities arising in connection with the performance of their duties.  The
Registrant's Articles generally permit indemnification to the same extent
provided by the Act.

         The Act provides for indemnification of directors and officers acting
in good faith and in a manner they reasonably believe to be in or not opposed
to the best interest of the Registrant (and, if a criminal proceeding, who have
no reasonable cause to believe their conduct to be unlawful) against (i)
expenses (including attorney's fees) and amounts paid in settlement actually
and reasonably incurred in connection with any threatened, pending, or
completed action, suit or proceeding (other than an action by, or in the right
of the Registrant) arising out of a position with the Registrant (or with some
other entity at the Registrant's request) and (ii) expenses (including
attorney's fees) and amounts paid in settlement actually and reasonably
incurred in connection with threatened, pending, or completed actions or suits
by or in the right of the Registrant, unless the director or officer is found
liable to the Registrant and an appropriate court does not determine that he or
she is nevertheless fairly and reasonably entitled to indemnity.  The Act
requires indemnification for expenses to the extent that a director or officer
is successful in defending against any such action, suit or proceeding, and
otherwise requires in general that the indemnification provided for in (i) and
(ii) above be made only on a determination by a majority vote of a quorum of
the Board of Directors who were not parties to or threatened to be made parties
to the action, suit, or proceeding, by a majority vote of a committee of not
less than two disinterested directors, by independent legal counsel, by all
independent directors not parties to or threatened to be made parties to the
action, suit or proceeding, or by the shareholders, that the applicable
standards of conduct were met.  In certain circumstances, the Act further
permits advances to cover such expenses before a final determination that
indemnification is permissible, upon receipt of an undertaking, which need not
be secured, by or on behalf of the directors or officers to repay such amounts
unless it shall ultimately be determined that they are entitled to
indemnification.

         Indemnification under the Act is not exclusive of other rights to
indemnification to which a person may be entitled under the Articles, the
Bylaws or a contractual agreement.

         The Act permits the Registrant to purchase insurance on behalf of its
directors and officers against liabilities arising out of their positions with
the Registrant, whether or not such liabilities would be within the foregoing
indemnification provisions.  Pursuant to this authority, the Registrant
maintains such insurance on behalf of its directors and officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

                                      -3-
4

ITEM 8.  EXHIBITS

         The following Exhibits are filed or incorporated by reference as part
of this Registration Statement:

3.       (a)     Restated Articles of Incorporation of Capital Directions, Inc.

         (b)     Amendment to Restated Articles of Incorporation of Capital
                 Directions, Inc.

         (c)     By-Laws of Capital Directions, Inc.

5.       Opinion and Consent of Howard & Howard Attorneys, P.C.

15.      Not applicable.

23.      (a)     Consent of Crowe, Chizek and Company, LLP.

         (b)     Consent of Howard & Howard Attorneys, P.C. (incorporated by
                 reference to Exhibit 5 to this Registration Statement).

24.      Not applicable.

99.      Capital Directions, Inc. Incentive Stock Option Plan (incorporated by
         reference to Appendix A of the Registrant's definitive proxy statement
         dated March 18, 1994, File No. 33-20417)

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 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

                                      -4-
5

                                  or any material change to such information in
                                  the Registration Statement;

                 provided, however, that paragraphs (a)(1)(i) and (a)(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 Exchange Act that are incorporated
                 by reference in this 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 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
                 of 1933 (the "Securities Act"), each filing of the
                 Registrant's annual report pursuant to Section 13(a) or 15(d)
                 of the Exchange Act (and, where applicable, each filing of an
                 employee benefit plan's annual report pursuant to Section
                 15(d) of the Exchange Act) that is incorporated by reference
                 in this 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.

         (h)     Insofar as indemnification for liabilities arising under the
                 Securities Act may be permitted to directors, directors and
                 controlling persons of the Registrant pursuant to the
                 foregoing provisions, 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 in the successful defense of any action, suit or
                 proceeding) is asserted by 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 Securities Act and will be governed by the final
                 adjudication of such issue.

                                      -5-
6

                                   SIGNATURE

         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 Mason, State of Michigan, on June 18, 1997.

                                     CAPITAL DIRECTIONS, INC.
                                 
                                 
                                     By: /s/ Timothy P. Gaylord
                                        ---------------------------------------
                                        Timothy P. Gaylord
                                        President and Chief Executive Officer
                                 
                               POWER OF ATTORNEY

         The undersigned officers and directors of Capital Directions, Inc., a
Michigan corporation, do hereby constitute and appoint Douglas W.  Dancer,
Gerald W. Ambrose, and Timothy P. Gaylord, and each of them, the lawful
attorneys and agents or attorney and agent, with power and authority to do any
and all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement.  Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the names
of the undersigned officers and directors in the capacities indicated below to
this Registration Statement, to any and all amendments, both pre- effective and
post-effective, and supplements to this Registration Statement and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereto, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents or
any of them shall do or cause to be done by virtue hereof.  This Power of
Attorney may be signed in several counterparts.

         IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the 18th day of June, 1997.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 18th day of June, 1997.

/s/ Timothy P. Gaylord
---------------------------        Director, President and Chief Executive 
Timothy P. Gaylord                 Officer (Principal Executive Officer)   

                                      -6-
7

/s/ Robert G. Kennedy                                    
---------------------------          Treasurer (Principal Financial 
Robert G. Kennedy                    and Accounting Officer)
                           
                           
/s/ Douglas W. Dancer                                               
---------------------------          Director        
Douglas W. Dancer          
                           
                           
/s/ George A. Sullivan                                              
---------------------------          Director        
George A. Sullivan         
                           
                           
/s/ Marvin B. Oesterle                                              
---------------------------          Director        
Marvin B. Oesterle         
                           
                           
/s/ Paula Johnson                                                   
---------------------------          Director        
Paula Johnson              
                           
                           
/s/ Terry Shultis                                                   
---------------------------          Director        
Terry Shultis              
                           
                           
/s/ Gerald W. Ambrose                                              
---------------------------          Director        
Gerald W. Ambrose          

                                      -7-
8

                                 EXHIBIT INDEX

NUMBER

3(a)     Restated Articles of Incorporation

3(b)     Amendment to Restated Articles of Incorporation

3(c)     By-Laws

5        Opinion of Howard & Howard Attorneys, P.C., including Consent

23(a)    Consent of Crowe, Chizek and Company, LLP

                                      -8-