-As filed with the Securities and
Exchange Commission on April 1, 1999            Registration  No. 333-_________
________________________________________________________________________________
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
                         ______________________

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


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

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

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


                          TOWER FINANCIAL CORPORATION
                     1998 STOCK OPTION AND INCENTIVE PLAN
                           (Full title of the plan)


                                  DONALD F. SCHENKEL
             CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              TOWER FINANCIAL CORPORATION
                                 116 EAST BERRY STREET
                              FORT WAYNE, INDIANA  46802
                              (Name and address of agent for service)

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

                                        COPY TO:
                                  JOHN P. HATTER, JR.
                                    BAKER & DANIELS
                         300 NORTH MERIDIAN STREET, SUITE 2700
                              INDIANAPOLIS, INDIANA 46204
                                    (317) 237-0300

                            CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 TITLE OF SECURITIES   AMOUNT TO BE    PROPOSED MAXIMUM    PROPOSED MAXIMUM     AMOUNT OF
    TO REGISTERED     REGISTERED (1)  OFFERING PRICE PER  AGGREGATE OFFERING  REGISTRATION FEE
                                           SHARE (2)           PRICE (2)
<S>                  <C>              <C>              <C>                    <C>                    
Common Stock,        310,000          $9.25 (3)        $2,867,500 (3)         $797.17 (3)
without par value
</TABLE>

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

(2) It is impracticable  to  state  the maximum offering price.  Shares offered
    pursuant to stock options granted under the 1998 Stock Option and Incentive
    Plan are to be offered at not less  than the fair market value of one share
    of common stock, without par value, of Tower Financial Corporation ("Common
    Stock") on the date the options are granted.

(3) Estimated  solely  for purposes of calculating  the  registration  fee  and
    computed in accordance  with  Rule  457(c) and (h) under the Securities Act
    using  the average of the bid and asked  prices  of  the  Common  Stock  as
    reported  by  the OTC Bulletin Board on March 30, 1999, which was $9.25 per
    share.
<PAGE>
                                    PART I

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

      The Section 10(a)  prospectus  for  the  Tower Financial Corporation 1998
Stock Option and Incentive Plan is not required to be filed with the Securities
and Exchange Commission as part of this Registration Statement.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The Company's Annual Report on Form 10-K for  the year ended December 31,
1998,  and  the  description  of the Company's Common Stock  contained  in  the
Company's Registration Statement  on  Form 8-A filed pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"),  including any amendments or reports
filed for the purpose of updating such description,  are incorporated herein by
reference.  All other reports filed pursuant to Section  13(a)  or 15(d) of the
Exchange  Act  since  the  end  of  the fiscal year for which audited financial
statements are contained in the annual  report described above are incorporated
herein by reference.  All documents filed  by  the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act after  the date hereof and prior
to the termination of the offering of the securities offered  hereby  shall  be
deemed  to be incorporated by reference herein and to be a part hereof from the
date of filing  of  such  documents  with  the  Commission.   The  Company will
promptly  provide  without  charge  to  each  person  to  whom a prospectus  is
delivered,  a copy of any or all information that has been incorporated  herein
by reference (not including exhibits to the information that is incorporated by
reference unless  such exhibits are specifically incorporated by reference into
such information),  upon the written or oral request of such person directed to
the Secretary of the  Company  at its principal offices, 116 East Berry Street,
Fort Wayne, Indiana  46802  (219) 427-7000.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

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

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8.  EXHIBITS.

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

ITEM 9.  UNDERTAKINGS.

      The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

      THE REGISTRANT.  Pursuant to the requirements of the Securities  Act, the
Registrant  certifies  that  it has reasonable grounds to believe that it meets
all of the requirements for filing  on  Form  S-8  and  has  duly  caused  this
registration statement to be signed on its behalf by the undersigned, thereunto
duly  authorized,  in  the  City  of Fort Wayne, State of Indiana, on March 31,
1999.

                                      TOWER FINANCIAL CORPORATION


                                      By:  /S/ DONALD F. SCHENKEL
                                            Donald F. Schenkel
                                             Chairman  of  the Board, President
                                             and Chief Executive Officer


                               POWER OF ATTORNEY

      Pursuant  to  the  requirements of the Securities Act, this  Registration
Statement  has  been signed  by  the  following  persons  in  their  respective
capacities and on  the  respective  dates indicated opposite their names.  Each
person  whose signature appears below  hereby  authorizes  each  of  Donald  F.
Schenkel  and  Kevin  J.  Himmelhaver, each with full power of substitution, to
execute in the name and on  behalf  of such person any post-effective amendment
to this Registration Statement and to file the same, with exhibits thereto, and
other  documents  in  connection  therewith,   making   such  changes  in  this
Registration Statement as the registrant deems appropriate,  and  appoints each
of  Donald  F.  Schenkel  and  Kevin  J.  Himmelhaver, each with full power  of
substitution, attorney-in-fact to sign any  amendment  and  any  post-effective
amendment  to  this Registration Statement and to file the same, with  exhibits
thereto, and other documents in connection therewith.
<TABLE>
<CAPTION>
               SIGNATURE                                  TITLE                                  DATE
<S>                       <C>                                       <C>
/S/ DONALD F. SCHENKEL    Chairman of the Board, President, Chief   March 31, 1999
Donald F. Schenkel        Executive Officer and Director (Principal
                          Executive Officer)
/S/ KEVIN J. HIMMELHAVER  Chief Financial Officer (Principal        March 31, 1999
Kevin J. Himmelhaver      Financial and Accounting Officer)
/S/ KEITH E. BUSSE        Director                                  March 31, 1999
Keith E. Busse
/S/ PETER T. ESHELMAN     Director                                  March 31, 1999
Peter T. Eshelman
/S/ MICHAEL S. GOULOFF    Director                                  March 31, 1999
Michael S. Gouloff
/S/ CRAIG S. HARTMAN      Director                                  March 31, 1999
Craig S. Hartman
/S/ MICHAEL MIRRO, M.D.   Director                                  March 31, 1999
Michael Mirro, M.D.
/S/ DEBRA A. NIEZER       Director                                  March 31, 1999
Debra A. Niezer
/S/ WILLIAM G. NIEZER     Director                                  March 31, 1999
William G. Niezer         Director                                  
Maurice D. O'Daniel       Director
Leonard Rifkin
/S/ JOSEPH D. RUFFOLO     Director                                  March 31, 1999
Joseph D. Ruffolo
/S/ LARRY L. SMITH        Director                                  March 31, 1999
Larry L. Smith
/S/ J. RICHARD TOMKINSON  Director                                  March 31, 1999
J. Richard Tomkinson
/S/ IRENE A. WALTERS     Director                                   March 31, 1999
Irene A. Walters
</TABLE>
<PAGE>
                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
       
Exhibit
No.               DESCRIPTION OF EXHIBIT
<S>               <C>
4.1               Restated Articles of Incorporation of the Registrant.  (The copy of this Exhibit
                  filed as Exhibit 3.1 to the Company's Registration Statement on Form SB-2
                  (Registration No. 333-67235) is incorporated herein by reference.)
4.2               By-Laws of the Registrant. (The copy of this Exhibit filed as Exhibit 3.2 to the
                  Company's Registration Statement on Form SB-2 (Registration No. 333-67235) is
                  incorporated herein by reference.)
4.3               Tower Financial Corporation 1998 Stock Option and Incentive Plan.  (The copy of
                  this Exhibit filed as Exhibit 10.3 to the Company's Registration Statement on
                  Form SB-2 (Registration No. 333-67235) is incorporated herein by reference.)
5                 Opinion of Baker & Daniels regarding legality of the securities being registered.
23.1              Consent of PricewaterhouseCoopers LLP.
23.2              Consent of Baker & Daniels (included in the Baker & Daniels Opinion filed as
                  Exhibit 5).
24                Powers of Attorney (included on the Signature Page of the Registration
                  Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16946}]
{"company-data": {"conformed-name": "TOWER FINANCIAL CORP", "cik": "0001072847", "assigned-sic": "6022", "irs-number": "352051170", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75533", "film-number": "99586343"}, "business-address": {"street1": "116 E BERRY ST", "street2": "STE 910", "city": "FORT WAYNE", "state": "IN", "zip": "46802", "phone": "2194204554"}, "mail-address": {"street1": "116 E BERRY ST", "street2": "STE 910", "city": "FORT WAYNE", "state": "IN", "zip": "46802"}}
-As filed with the Securities and
Exchange Commission on April 1, 1999            Registration  No. 333-_________
________________________________________________________________________________
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
                         ______________________

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

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

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

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

                          TOWER FINANCIAL CORPORATION
                     1998 STOCK OPTION AND INCENTIVE PLAN
                           (Full title of the plan)

                                  DONALD F. SCHENKEL
             CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              TOWER FINANCIAL CORPORATION
                                 116 EAST BERRY STREET
                              FORT WAYNE, INDIANA  46802
                              (Name and address of agent for service)

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

                                        COPY TO:
                                  JOHN P. HATTER, JR.
                                    BAKER & DANIELS
                         300 NORTH MERIDIAN STREET, SUITE 2700
                              INDIANAPOLIS, INDIANA 46204
                                    (317) 237-0300

                            CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES   AMOUNT TO BE    PROPOSED MAXIMUM    PROPOSED MAXIMUM     AMOUNT OF
    TO REGISTERED     REGISTERED (1)  OFFERING PRICE PER  AGGREGATE OFFERING  REGISTRATION FEE
                                           SHARE (2)           PRICE (2)
Common Stock,        310,000          $9.25 (3)        $2,867,500 (3)         $797.17 (3)
without par value
(1) Pursuant to Rule 416(c) under  the  Securities Act of 1933 (the "Securities
    Act"),  this Registration Statement also  registers  additional  shares  of
    Common Stock as may be offered or issued to prevent dilution resulting from
    stock splits, stock dividends and similar transactions.

(2) It is impracticable  to  state  the maximum offering price.  Shares offered
    pursuant to stock options granted under the 1998 Stock Option and Incentive
    Plan are to be offered at not less  than the fair market value of one share
    of common stock, without par value, of Tower Financial Corporation ("Common
    Stock") on the date the options are granted.

(3) Estimated  solely  for purposes of calculating  the  registration  fee  and
    computed in accordance  with  Rule  457(c) and (h) under the Securities Act
    using  the average of the bid and asked  prices  of  the  Common  Stock  as
    reported  by  the OTC Bulletin Board on March 30, 1999, which was $9.25 per
    share.
PART I

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

      The Section 10(a)  prospectus  for  the  Tower Financial Corporation 1998
Stock Option and Incentive Plan is not required to be filed with the Securities
and Exchange Commission as part of this Registration Statement.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The Company's Annual Report on Form 10-K for  the year ended December 31,
1998,  and  the  description  of the Company's Common Stock  contained  in  the
Company's Registration Statement  on  Form 8-A filed pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"),  including any amendments or reports
filed for the purpose of updating such description,  are incorporated herein by
reference.  All other reports filed pursuant to Section  13(a)  or 15(d) of the
Exchange  Act  since  the  end  of  the fiscal year for which audited financial
statements are contained in the annual  report described above are incorporated
herein by reference.  All documents filed  by  the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act after  the date hereof and prior
to the termination of the offering of the securities offered  hereby  shall  be
deemed  to be incorporated by reference herein and to be a part hereof from the
date of filing  of  such  documents  with  the  Commission.   The  Company will
promptly  provide  without  charge  to  each  person  to  whom a prospectus  is
delivered,  a copy of any or all information that has been incorporated  herein
by reference (not including exhibits to the information that is incorporated by
reference unless  such exhibits are specifically incorporated by reference into
such information),  upon the written or oral request of such person directed to
the Secretary of the  Company  at its principal offices, 116 East Berry Street,
Fort Wayne, Indiana  46802  (219) 427-7000.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

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

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

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not Applicable.

ITEM 8.  EXHIBITS.

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

ITEM 9.  UNDERTAKINGS.

      The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

      THE REGISTRANT.  Pursuant to the requirements of the Securities  Act, the
Registrant  certifies  that  it has reasonable grounds to believe that it meets
all of the requirements for filing  on  Form  S-8  and  has  duly  caused  this
registration statement to be signed on its behalf by the undersigned, thereunto
duly  authorized,  in  the  City  of Fort Wayne, State of Indiana, on March 31,
1999.

                                      TOWER FINANCIAL CORPORATION

                                      By:  /S/ DONALD F. SCHENKEL
                                            Donald F. Schenkel
                                             Chairman  of  the Board, President
                                             and Chief Executive Officer

                               POWER OF ATTORNEY

      Pursuant  to  the  requirements of the Securities Act, this  Registration
Statement  has  been signed  by  the  following  persons  in  their  respective
capacities and on  the  respective  dates indicated opposite their names.  Each
person  whose signature appears below  hereby  authorizes  each  of  Donald  F.
Schenkel  and  Kevin  J.  Himmelhaver, each with full power of substitution, to
execute in the name and on  behalf  of such person any post-effective amendment
to this Registration Statement and to file the same, with exhibits thereto, and
other  documents  in  connection  therewith,   making   such  changes  in  this
Registration Statement as the registrant deems appropriate,  and  appoints each
of  Donald  F.  Schenkel  and  Kevin  J.  Himmelhaver, each with full power  of
substitution, attorney-in-fact to sign any  amendment  and  any  post-effective
amendment  to  this Registration Statement and to file the same, with  exhibits
thereto, and other documents in connection therewith.
SIGNATURE                                  TITLE                                  DATE
/S/ DONALD F. SCHENKEL    Chairman of the Board, President, Chief   March 31, 1999
Donald F. Schenkel        Executive Officer and Director (Principal
                          Executive Officer)
/S/ KEVIN J. HIMMELHAVER  Chief Financial Officer (Principal        March 31, 1999
Kevin J. Himmelhaver      Financial and Accounting Officer)
/S/ KEITH E. BUSSE        Director                                  March 31, 1999
Keith E. Busse
/S/ PETER T. ESHELMAN     Director                                  March 31, 1999
Peter T. Eshelman
/S/ MICHAEL S. GOULOFF    Director                                  March 31, 1999
Michael S. Gouloff
/S/ CRAIG S. HARTMAN      Director                                  March 31, 1999
Craig S. Hartman
/S/ MICHAEL MIRRO, M.D.   Director                                  March 31, 1999
Michael Mirro, M.D.
/S/ DEBRA A. NIEZER       Director                                  March 31, 1999
Debra A. Niezer
/S/ WILLIAM G. NIEZER     Director                                  March 31, 1999
William G. Niezer         Director                                  
Maurice D. O'Daniel       Director
Leonard Rifkin
/S/ JOSEPH D. RUFFOLO     Director                                  March 31, 1999
Joseph D. Ruffolo
/S/ LARRY L. SMITH        Director                                  March 31, 1999
Larry L. Smith
/S/ J. RICHARD TOMKINSON  Director                                  March 31, 1999
J. Richard Tomkinson
/S/ IRENE A. WALTERS     Director                                   March 31, 1999
Irene A. Walters
INDEX TO EXHIBITS
Exhibit
No.               DESCRIPTION OF EXHIBIT
4.1               Restated Articles of Incorporation of the Registrant.  (The copy of this Exhibit
                  filed as Exhibit 3.1 to the Company's Registration Statement on Form SB-2
                  (Registration No. 333-67235) is incorporated herein by reference.)
4.2               By-Laws of the Registrant. (The copy of this Exhibit filed as Exhibit 3.2 to the
                  Company's Registration Statement on Form SB-2 (Registration No. 333-67235) is
                  incorporated herein by reference.)
4.3               Tower Financial Corporation 1998 Stock Option and Incentive Plan.  (The copy of
                  this Exhibit filed as Exhibit 10.3 to the Company's Registration Statement on
                  Form SB-2 (Registration No. 333-67235) is incorporated herein by reference.)
5                 Opinion of Baker & Daniels regarding legality of the securities being registered.
23.1              Consent of PricewaterhouseCoopers LLP.
23.2              Consent of Baker & Daniels (included in the Baker & Daniels Opinion filed as
                  Exhibit 5).
24                Powers of Attorney (included on the Signature Page of the Registration
                  Statement).