<PAGE>   1

                                                      Registration No. 333-_____

     As filed with the Securities and Exchange Commission on March 25, 1996
________________________________________________________________________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            F&M BANCORPORATION, INC.
             (Exact name of registrant as specified in its charter)


             WISCONSIN                                     39-1365327
  State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                       Identification No.)
                                                               
          One Bank Avenue
       Kaukauna, Wisconsin                                   54130
(Address of Principal Executive Offices)                  (ZIP Code)


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

                           F&M BANCORPORATION, INC.
                     EMPLOYEES' RETIREMENT AND SAVINGS PLAN
                            (Full title of the plan)

                                                             Copy to:
          DANIEL E. VOET                               KENNETH V. HALLETT
      Chief Financial Officer                            Quarles & Brady
          and Treasurer                               411 East Wisconsin Avenue
      F&M BANCORPORATION, INC.                       Milwaukee, Wisconsin 53202
          One Bank Avenue
     Kaukauna, Wisconsin 54130

                    (Name and address of agent for service)

                                 (414) 766-1717
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

========================================================================================================
                                                                        PROPOSED
                                                      PROPOSED          MAXIMUM
 TITLE OF SECURITIES                                  MAXIMUM          AGGREGATE          AMOUNT OF
        TO BE                  AMOUNT TO BE        OFFERING PRICE       OFFERING        REGISTRATION
    REGISTERED                 REGISTERED(1)         PER SHARE          PRICE(2)             FEE
    ----------                 -------------         ---------          --------        ------------
<S>                           <C>                   <C>              <C>                <C>

     Common Stock,
par value $1.00 per share            (2)                (2)            $7,000,000         $2,413.80
========================================================================================================
</TABLE>

(1)      In addition, pursuant to Rule 416(c) of the Securities Act of 1933,
         this registration statement also covers an undetermined amount of
         interest to be offered or sold pursuant to the employee benefit plan
         described here.
(2)      Pursuant to Rule 457(o), a maximum dollar value of the registrant's
         common stock is registered, without regarding to the precise number of
         shares.





<PAGE>   2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by F & M Bancorporation, Inc. (the
"Registrant") (Commission File No. 0-14553) with the Securities and Exchange
Commission (the "Commission") pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "1934 Act") are incorporated herein by reference:

         (a)           The Registrant's Annual Report on Form 10-K for the
                       fiscal year ended December 31, 1995 containing
                       audited financial statements for that year;

         (b)           The Registrant's Report on Form 8-K dated February 5,
                       1996;

         (c)           The Plan's Annual Report for the year ended December
                       31, 1994 on Form 11-K; and

         (d)           The description of the Registrant's Common Stock in
                       Item 11 of the Registrant's Registration Statement on
                       Form 10, as amended September 16, 1993.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 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 to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.  See Item 3(e) above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.


                                      -1-





<PAGE>   3


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant is incorporated under the Wisconsin Business
Corporation Law ("WBCL").  Under Section 180.0851(1) of the WBCL, the
Registrant is required to indemnify a director or officer, to the extent such
person is successful on the merits or otherwise in the defense of a proceeding,
for all reasonable expenses incurred in the proceeding if such person was a
party because he or she was a director or officer of the Registrant.  In all
other cases, the Registrant is required by Section 180.0851(2) of the WBCL to
indemnify a director or officer against liability incurred in a proceeding to
which such person was a party because he or she was an officer or director of
the Registrant, unless it is determined that he or she breached or failed to
perform a duty owed to the Registrant and the breach or failure to perform
constitutes:  (i) a willful failure to deal fairly with the Registrant or its
shareholders in connection with a matter in which the director or officer has a
material conflict of interest; (ii) a violation of criminal law, unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe his or her conduct was unlawful; (iii)
a transaction from which the director or officer derived an improper personal
profit; or (iv) willful misconduct.  Section 180.0858(1) of the WBCL provides
that, subject to certain limitations, the mandatory indemnification provisions
do not preclude any additional right to indemnification or allowance of
expenses that a director or officer may have under the Registrant's articles of
incorporation, bylaws, a written agreement or a resolution of the Board of
Directors or shareholders.

         Section 180.0859 of the WBCL provides that it is the public policy
of the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL for any liability incurred in connection with
a proceeding involving a federal or state statute, rule or regulation
regulating the offer, sale or purchase of securities.

         Section 180.0828 of the WBCL provides that, with certain
exceptions, a director is not liable to a corporation, its shareholders, or any
person asserting rights on behalf of the corporation or its shareholders, for
damages, settlements, fees, fines, penalties or other monetary liabilities
arising from a breach of, or failure to perform, any duty resulting solely from
his or her status as a director, unless the person asserting liability proves
that the breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(2) referred to above.

         Under Section 180.0833 of the WBCL, directors of the Registrant
against whom claims are asserted with respect to the declaration of an improper
dividend or other distribution to shareholders to which they assented are
entitled to contribution from other directors who assented to such distribution
and from shareholders who knowingly accepted the improper distribution, as
provided therein.

         Article X of the Registrant's Bylaws contains provisions that
generally parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL.  The Registrant has also
executed an indemnity agreement with each of its directors and certain of its
officers which provides certain indemnity rights to such individuals.

         Directors and officers of the Registrant are covered by directors'
and officers' liability insurance under which they are insured (subject to
certain exceptions and limitations specified in the policy) against expenses
and liabilities arising out of proceedings to which they are parties by reason
of being or having been directors or officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.
         

                                      -2-





<PAGE>   4


ITEM 8.    EXHIBITS.

           See Exhibit Index following Signatures 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 this Registration Statement:

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

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

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

                 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 1934 Act that are
incorporated by reference in the Registration Statement.

           (2)   That, for the purpose of determining any liability under the
                 Securities Act of 1933, each such post-effective amendment
                 shall be deemed to be a new registration statement relating to
                 the securities offered therein, and the offering of such
                 securities at 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, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the 1934 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.

           (h)   Reference is made to the indemnification provisions referred
to in Item 6 hereof.

           Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses


                                      -3-





<PAGE>   5



incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                      -4-





<PAGE>   6

                                   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 Kaukauna, State of Wisconsin, on March 25,
1996.

                                      F & M BANCORPORATION, INC.
                                      (Registrant)


                                      By:  /s/ Gail E. Janssen
                                         -------------------------------------
                                         Gail E. Janssen, Chairman of the Board,
                                           President and Chief Executive Officer

                               __________________

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gail E. Janssen and Daniel E.  Voet, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and 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, and any other regulatory
authority, granting unto said attorneys-in-fact and agents, and each of them,
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 attorneys-in-fact and agents or any of them, or their
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 the following persons in the
capacities and on the date indicated.*

SIGNATURE                                          TITLE

/s/ Gail E. Janssen                                                            

----------------------------------    Chairman of the Board, President         
Gail E. Janssen                       and Chief Executive Officer and Director 


/s/ Daniel E. Voet                                
----------------------------------    Chief Financial Officer   
Daniel E. Voet                        and Treasurer (also, Principal
                                      Accounting Officer)

/s/ Otto L. Cox                                   
----------------------------------    Director          
Otto L. Cox


                                      S-1





<PAGE>   7



/s/ Paul J. Hernke         
-------------------------  Director            
Paul J. Hernke           
                         
/s/ John W. Johnson       
-------------------------  Director             
John W. Johnson          
                         
/s/ Douglas A. Martin      
-------------------------  Director            
Douglas A. Martin        
                         
/s/ Duane G. Peppler       
-------------------------  Director         
Duane G. Peppler         
                         
                          
-------------------------  Director            
Robert C. Safford        
                         
                           
-------------------------  Director          
Glenn L. Schilling       
                         
                           
-------------------------  Director         
Joseph F. Walsh          


*Each of these signatures is affixed as of March 25, 1996.




                                      S-2





<PAGE>   8

         The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the trustees have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Kaukauna,
State of Wisconsin, on March 25, 1995.

                                       F&M BANCORPORATION, INC.
                                       SAVINGS PLAN


                                       /s/ Bartholomew Salazar                 
                                       -------------------------------------
                                       Bartholomew Salazar
                                       Administrative Committee Member


                                       /s/ Constance M. Verbruggen             
                                       -------------------------------------
                                       Constance M. Verbruggen
                                       Administrative Committee Member


                                       /s/ Daniel E. Voet                    
                                       -------------------------------------
                                       Daniel E. Voet
                                       Administrative Committee Member




                                      S-3





<PAGE>   9

                           F & M BANCORPORATION, INC.
                               (THE "REGISTRANT")
                         (COMMISSION FILE NO. 0-14553)

                                 EXHIBIT INDEX
                                       TO
                        FORM S-8 REGISTRATION STATEMENT




<TABLE>
<CAPTION>
EXHIBIT                                                INCORPORATED HEREIN                 FILED         SEQUENTIAL
NUMBER           DESCRIPTION                           BY REFERENCE TO                    HEREWITH        PAGE NO.
<S>              <C>                                   <C>
3.1              Restated Articles of Incorporation    Exhibit No. 3.1 to Registrant's
                 of the Registrant, as amended         Record on 10-Q for the quarter
                 through May 14, 1992.                 ended March 31, 1992.

3.2              Bylaws of the Registrant, as          Exhibit No. 3.2 to Registrant's
                 amended through February 4, 1994.     1993 Annual Report on Form 10-K

5.1              Opinion of Quarles & Brady re
                 legality of securities being
                 registered.                                                                 X

5.2              Internal Revenue Service
                 Determination Letter
                                                                                             X

23.1             Consent of Wipfli Ullrich Bertelson                                         X

23.3             Consent of Quarles & Brady                                               Part of
                                                                                        Exhibit 5.1

24               Powers of Attorney                                                    Signature Page
                                                                                          to this
                                                                                        Registration
                                                                                         Statement
</TABLE>
                                      EI-1
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21721}]
{"company-data": {"conformed-name": "F&M BANCORPORATION INC", "cik": "0000793049", "assigned-sic": "6022", "irs-number": "391365327", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01937", "film-number": "96538041"}, "business-address": {"street1": "4TH STREET PLAZA", "city": "KAUKAUNA", "state": "WI", "zip": "54130", "phone": "4147663562"}, "mail-address": {"street1": "ONE BANK AVENUE", "street2": "PO BOX 410", "city": "KAUKAUNA", "state": "WI", "zip": "54130-0410"}}
1

                                                      Registration No. 333-_____

     As filed with the Securities and Exchange Commission on March 25, 1996
________________________________________________________________________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                            F&M BANCORPORATION, INC.
             (Exact name of registrant as specified in its charter)

             WISCONSIN                                     39-1365327
  State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                       Identification No.)
                                                               
          One Bank Avenue
       Kaukauna, Wisconsin                                   54130
(Address of Principal Executive Offices)                  (ZIP Code)

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

                           F&M BANCORPORATION, INC.
                     EMPLOYEES' RETIREMENT AND SAVINGS PLAN
                            (Full title of the plan)

                                                             Copy to:
          DANIEL E. VOET                               KENNETH V. HALLETT
      Chief Financial Officer                            Quarles & Brady
          and Treasurer                               411 East Wisconsin Avenue
      F&M BANCORPORATION, INC.                       Milwaukee, Wisconsin 53202
          One Bank Avenue
     Kaukauna, Wisconsin 54130

                    (Name and address of agent for service)

                                 (414) 766-1717
         (Telephone number, including area code, of agent for service)

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

                        CALCULATION OF REGISTRATION FEE
========================================================================================================
                                                                        PROPOSED
                                                      PROPOSED          MAXIMUM
 TITLE OF SECURITIES                                  MAXIMUM          AGGREGATE          AMOUNT OF
        TO BE                  AMOUNT TO BE        OFFERING PRICE       OFFERING        REGISTRATION
    REGISTERED                 REGISTERED(1)         PER SHARE          PRICE(2)             FEE
    ----------                 -------------         ---------          --------        ------------
Common Stock,
par value $1.00 per share            (2)                (2)            $7,000,000         $2,413.80
========================================================================================================
(1)      In addition, pursuant to Rule 416(c) of the Securities Act of 1933,
         this registration statement also covers an undetermined amount of
         interest to be offered or sold pursuant to the employee benefit plan
         described here.
(2)      Pursuant to Rule 457(o), a maximum dollar value of the registrant's
         common stock is registered, without regarding to the precise number of
         shares.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information specified in Part I of Form S-8 (Items 1 and 2) will be
sent or given to Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by F & M Bancorporation, Inc. (the
"Registrant") (Commission File No. 0-14553) with the Securities and Exchange
Commission (the "Commission") pursuant to Section 13 of the Securities Exchange
Act of 1934 (the "1934 Act") are incorporated herein by reference:

         (a)           The Registrant's Annual Report on Form 10-K for the
                       fiscal year ended December 31, 1995 containing
                       audited financial statements for that year;

         (b)           The Registrant's Report on Form 8-K dated February 5,
                       1996;

         (c)           The Plan's Annual Report for the year ended December
                       31, 1994 on Form 11-K; and

         (d)           The description of the Registrant's Common Stock in
                       Item 11 of the Registrant's Registration Statement on
                       Form 10, as amended September 16, 1993.

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 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 to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.  See Item 3(e) above.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                      -1-
3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant is incorporated under the Wisconsin Business
Corporation Law ("WBCL").  Under Section 180.0851(1) of the WBCL, the
Registrant is required to indemnify a director or officer, to the extent such
person is successful on the merits or otherwise in the defense of a proceeding,
for all reasonable expenses incurred in the proceeding if such person was a
party because he or she was a director or officer of the Registrant.  In all
other cases, the Registrant is required by Section 180.0851(2) of the WBCL to
indemnify a director or officer against liability incurred in a proceeding to
which such person was a party because he or she was an officer or director of
the Registrant, unless it is determined that he or she breached or failed to
perform a duty owed to the Registrant and the breach or failure to perform
constitutes:  (i) a willful failure to deal fairly with the Registrant or its
shareholders in connection with a matter in which the director or officer has a
material conflict of interest; (ii) a violation of criminal law, unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe his or her conduct was unlawful; (iii)
a transaction from which the director or officer derived an improper personal
profit; or (iv) willful misconduct.  Section 180.0858(1) of the WBCL provides
that, subject to certain limitations, the mandatory indemnification provisions
do not preclude any additional right to indemnification or allowance of
expenses that a director or officer may have under the Registrant's articles of
incorporation, bylaws, a written agreement or a resolution of the Board of
Directors or shareholders.

         Section 180.0859 of the WBCL provides that it is the public policy
of the State of Wisconsin to require or permit indemnification, allowance of
expenses and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL for any liability incurred in connection with
a proceeding involving a federal or state statute, rule or regulation
regulating the offer, sale or purchase of securities.

         Section 180.0828 of the WBCL provides that, with certain
exceptions, a director is not liable to a corporation, its shareholders, or any
person asserting rights on behalf of the corporation or its shareholders, for
damages, settlements, fees, fines, penalties or other monetary liabilities
arising from a breach of, or failure to perform, any duty resulting solely from
his or her status as a director, unless the person asserting liability proves
that the breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(2) referred to above.

         Under Section 180.0833 of the WBCL, directors of the Registrant
against whom claims are asserted with respect to the declaration of an improper
dividend or other distribution to shareholders to which they assented are
entitled to contribution from other directors who assented to such distribution
and from shareholders who knowingly accepted the improper distribution, as
provided therein.

         Article X of the Registrant's Bylaws contains provisions that
generally parallel the indemnification provisions of the WBCL and cover certain
procedural matters not dealt with in the WBCL.  The Registrant has also
executed an indemnity agreement with each of its directors and certain of its
officers which provides certain indemnity rights to such individuals.

         Directors and officers of the Registrant are covered by directors'
and officers' liability insurance under which they are insured (subject to
certain exceptions and limitations specified in the policy) against expenses
and liabilities arising out of proceedings to which they are parties by reason
of being or having been directors or officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.
         

                                      -2-
4

ITEM 8.    EXHIBITS.

           See Exhibit Index following Signatures 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 this Registration Statement:

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

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

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

                 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 1934 Act that are
incorporated by reference in the Registration Statement.

           (2)   That, for the purpose of determining any liability under the
                 Securities Act of 1933, each such post-effective amendment
                 shall be deemed to be a new registration statement relating to
                 the securities offered therein, and the offering of such
                 securities at 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, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the 1934 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.

           (h)   Reference is made to the indemnification provisions referred
to in Item 6 hereof.

           Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses

                                      -3-
5

incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                      -4-
6

                                   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 Kaukauna, State of Wisconsin, on March 25,
1996.

                                      F & M BANCORPORATION, INC.
                                      (Registrant)

                                      By:  /s/ Gail E. Janssen
                                         -------------------------------------
                                         Gail E. Janssen, Chairman of the Board,
                                           President and Chief Executive Officer

                               __________________

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gail E. Janssen and Daniel E.  Voet, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and 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, and any other regulatory
authority, granting unto said attorneys-in-fact and agents, and each of them,
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 attorneys-in-fact and agents or any of them, or their
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 the following persons in the
capacities and on the date indicated.*

SIGNATURE                                          TITLE

/s/ Gail E. Janssen                                                            

----------------------------------    Chairman of the Board, President         
Gail E. Janssen                       and Chief Executive Officer and Director 

/s/ Daniel E. Voet                                
----------------------------------    Chief Financial Officer   
Daniel E. Voet                        and Treasurer (also, Principal
                                      Accounting Officer)

/s/ Otto L. Cox                                   
----------------------------------    Director          
Otto L. Cox

                                      S-1
7

/s/ Paul J. Hernke         
-------------------------  Director            
Paul J. Hernke           
                         
/s/ John W. Johnson       
-------------------------  Director             
John W. Johnson          
                         
/s/ Douglas A. Martin      
-------------------------  Director            
Douglas A. Martin        
                         
/s/ Duane G. Peppler       
-------------------------  Director         
Duane G. Peppler         
                         
                          
-------------------------  Director            
Robert C. Safford        
                         
                           
-------------------------  Director          
Glenn L. Schilling       
                         
                           
-------------------------  Director         
Joseph F. Walsh          

*Each of these signatures is affixed as of March 25, 1996.

                                      S-2
8

         The Plan.  Pursuant to the requirements of the Securities Act of 1933,
the trustees have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Kaukauna,
State of Wisconsin, on March 25, 1995.

                                       F&M BANCORPORATION, INC.
                                       SAVINGS PLAN

                                       /s/ Bartholomew Salazar                 
                                       -------------------------------------
                                       Bartholomew Salazar
                                       Administrative Committee Member

                                       /s/ Constance M. Verbruggen             
                                       -------------------------------------
                                       Constance M. Verbruggen
                                       Administrative Committee Member

                                       /s/ Daniel E. Voet                    
                                       -------------------------------------
                                       Daniel E. Voet
                                       Administrative Committee Member

                                      S-3
9

                           F & M BANCORPORATION, INC.
                               (THE "REGISTRANT")
                         (COMMISSION FILE NO. 0-14553)

                                 EXHIBIT INDEX
                                       TO
                        FORM S-8 REGISTRATION STATEMENT
EXHIBIT                                                INCORPORATED HEREIN                 FILED         SEQUENTIAL
NUMBER           DESCRIPTION                           BY REFERENCE TO                    HEREWITH        PAGE NO.
3.1              Restated Articles of Incorporation    Exhibit No. 3.1 to Registrant's
                 of the Registrant, as amended         Record on 10-Q for the quarter
                 through May 14, 1992.                 ended March 31, 1992.

3.2              Bylaws of the Registrant, as          Exhibit No. 3.2 to Registrant's
                 amended through February 4, 1994.     1993 Annual Report on Form 10-K

5.1              Opinion of Quarles & Brady re
                 legality of securities being
                 registered.                                                                 X

5.2              Internal Revenue Service
                 Determination Letter
                                                                                             X

23.1             Consent of Wipfli Ullrich Bertelson                                         X

23.3             Consent of Quarles & Brady                                               Part of
                                                                                        Exhibit 5.1

24               Powers of Attorney                                                    Signature Page
                                                                                          to this
                                                                                        Registration
                                                                                         Statement
EI-1