As filed with the Securities and Exchange Commission on May 5, 1995
                                                Registration No.33-______
   ======================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                   --------------------------------------
                                  FORM S-8
                           Registration Statement
                                    Under
                         The Securities Act of 1933
                  ----------------------------------------
                      PREMIER FINANCIAL SERVICES, INC.
           (Exact name of registrant as specified in its charter)

              Delaware                               36-2852290 
   (State or other jurisdiction of                (I.R.S. employer 
   incorporation or organization)                identification no.)

                       27 West Main Street, Suite 101
                          Freeport, Illinois 61032
        (Address of principal executive offices, including zip code)

                      PREMIER FINANCIAL SERVICES, INC.
                    1995 NON-QUALIFIED STOCK OPTION PLAN
                          (Full title of the plan)

                               David L. Murray
                          Executive Vice President
                      Premier Financial Services, Inc.
                       27 West Main Street, Suite 101
                          Freeport, Illinois 61032
                   (Name and address of agent for service)

                               (815) 233-3671
        (Telephone number, including area code, of agent for service)

                               With a copy to:

                             Shirley M. Lukitsch
                            Schiff Hardin & Waite
                              7200 Sears Tower
                           Chicago, Illinois 60606
                               (312) 258-5602
                     -----------------------------------
                      CALCULATION  OF REGISTRATION  FEE
<TABLE>
<CAPTION>
                                                                Proposed maximum    Proposed maximum        Amount of
                                               Amount to be      offering price    aggregate offering      registration
       Title of Securities to be Registered     registered       per share <F1>          price <F1>            fee <F1>
       ------------------------------------    ------------     ----------------   ------------------    ---------------
       <S>                                     <C>             <C>                 <C>                   <C>
       Common Stock,
       par value $5.00 per share                  200,000            $7.875            $1,575,000            $543.11

<FN>
     <F1>     Estimated on  the basis of $7.875  per share, the average of  the high and low  sales prices as quoted  on The
              Nasdaq Stock Market's National Market on April 28, 1995, pursuant to Rule 457(h) and 457(c).
</TABLE>
<PAGE>


                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


   ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

             The following  documents which  have been  filed by  Premier
   Financial Services, Inc. (the "Registrant") are incorporated herein by
   reference:

        (a)  The Registrant's Annual  Report on Form 10-K  for the fiscal
             year ended December 31, 1994;

        (b)  The  Registrant's  Quarterly  Report on  Form  10-Q  for the
             quarterly period ended March 31, 1995; and

        (c)  The description of the Registrant's  Common Stock, par value
             $5.00 per share, contained in  the Registrant's Registration
             Statement on  Form S-14,  as filed  with the Securities  and
             Exchange Commission (the "Commission"), effective March  26,
             1976. 

             All documents subsequently filed  by the Registrant pursuant
   to Sections 13(a),  13(c), 14 and 15(d) of the Securities Exchange Act
   of  1934, prior  to the  filing  of a  post-effective amendment  which
   indicates that all  securities offered hereby have been  sold or which
   deregisters  all  securities then  remaining  unsold, shall  be deemed
   incorporated by reference herein and to be a part hereof from the date
   of filing of such documents.

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

   ITEM 4.   DESCRIPTION OF SECURITIES.

             Not applicable.

   ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

             Not applicable.









                                      2
<PAGE>


   ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS. 

             Under the General  Corporation Law of the  State of Delaware
   (the  "Delaware  Law"),  directors  and  officers  as  well  as  other
   employees  and  individuals   may  be  indemnified  against   expenses
   (including  attorneys'  fees), judgments,  fines  and amounts  paid in
   settlement in connection with specified actions, suits or proceedings,
   whether civil,  criminal, administrative or investigative  (other than
   an  action  by or  in  the  right  of the  corporation--a  "derivative
   action") if  they acted in good faith and  in a manner they reasonably
   believed to be in or not opposed to the best interests of the company,
   and,  with  respect to  any  criminal  action  or proceeding,  had  no
   reasonable cause  to believe  their conduct was  unlawful.   A similar
   standard  of care  is applicable  in the  case of  derivative actions,
   except  that  indemnification  only  extends  to  expenses  (including
   attorney's fees) incurred in connection with the defense or settlement
   of such an action, and the Delaware Law requires court approval before
   there   can   be  any   indemnification   where  the   person  seeking
   indemnification has been found liable to the company.

             Article Eighth of the Restated Certificate  of Incorporation
   of  the Registrant provides  that the Registrant  shall indemnify each
   person who is or was  a director or officer  of the Registrant to  the
   full extent permitted by the Delaware Law.

             Article  VI  of  the Restated  By-laws  of  the Registration
   ("Article VI") provides  that to the extent permitted  by the Delaware
   Law, the  Registrant shall indemnify any person who  was or is a party
   or is threatened  to be  made a  party to any  threatened, pending  or
   completed  action,  suit  or  proceeding,  whether  civil,   criminal,
   administrative or  investigative (other  than an action  by or  in the
   right of  the Registrant) by reason of the fact that such person is or
   was a director  or officer of the  Registrant or is or  was serving at
   the  request of  the Registrant  as a  director, officer,  employee or
   agent of  another corporation,  partnership, joint  venture, trust  or
   other  enterprise,  against  expenses  (including  attorneys'   fees),
   judgments,  fines  and   amounts  paid  in  settlement   actually  and
   reasonably incurred  by him  in connection with  such action,  suit or
   proceeding if  he acted in  good faith and  in a manner  he reasonably
   believed  to  be  in or  not  opposed  to the  best  interests  of the
   Registrant, and, with  respect to any  criminal action or  proceeding,
   had no  reasonable cause  to believe  his conduct  was unlawful.   The
   termination  of any  action, suit  or proceeding  by judgment,  order,
   settlement,  conviction, or  upon a  plea  of nolo  contendere or  its
   equivalent, shall not, of itself, create a presumption that the person
   did not act in good faith and in a manner which he reasonably believed
   to be  in or not opposed to the best  interests of the Registrant, and
   with respect  to any  criminal action   or proceeding,  had reasonable
   cause to believe that his conduct was unlawful.

             Article VI  provides that  to the  extent  permitted by  the
   Delaware Law,  the Registrant shall indemnify any person who was or is
   a party or is threatened to be made a party to any threatened, pending
   or completed action or  suit by or in  the right of the  Registrant to
   procure a judgment  in its favor by reason  of the fact that  he is or

                                      3
<PAGE>


   was a director  or officer of the  Registrant or is or was  serving at
   the  request of  the Registrant  as a  director, officer,  employee or
   agent of  another corporation,  partnership, joint  venture, trust  or
   other enterprise against expenses (including attorneys' fees) actually
   and  reasonably incurred  by him  in  connection with  the defense  or
   settlement of  such action or suit if he acted  in good faith and in a
   manner he  reasonably believed  to be in  or not  opposed to  the best
   interests of the Registrant  and except that no  indemnification shall
   be  made in respect  of any claim,  issue or  matter as to  which such
   person shall have been adjudged to  be liable to the Registrant unless
   and  only to the  extent that  the Court of  Chancery or  the court in
   which such action or suit was brought shall determine upon application
   that, despite  the adjudication of  liability but in  view of all  the
   circumstances  of the  case,  such  person  is fairly  and  reasonably
   entitled to indemnity for such expenses which the Court of Chancery or
   such other court shall deem proper.

             Article VI provides that any indemnification set forth above
   (unless ordered by a court) shall be made by the Registrant  only upon
   a  determination  in the  specific  case that  indemnification  of the
   director or officer is proper in  the circumstances because he has met
   the applicable standard of conduct.  Such determination shall be  made
   (1)  by  the  Board  of Directors  by  a  majority  vote  of a  quorum
   consisting of directors who  were not parties to such  action, suit or
   proceeding, or  (2) if  such quorum  is not  obtainable,  or, even  if
   obtainable  and  a quorum  of disinterested  directors so  directs, by
   independent legal counsel (compensated by the Registrant) in a written
   opinion, or (3) by the stockholders.

             Article VI provides that to  the extent a director, officer,
   employee or agent of  the Registrant has been successful on the merits
   or otherwise in defense of any  action, suit or proceeding referred to
   above, or in defense of any  claim, issue or matter therein, he  shall
   be indemnified against expenses  (including attorneys' fees)  actually
   and reasonably incurred by him in connection therewith.

             Article  VI provides  that  expenses incurred  in  defending
   against  a civil,  criminal, administrative  or investigative  action,
   suit or  proceeding,  or  the  threat thereof,  may  be  paid  by  the
   Registrant in advance of the final disposition of such action, suit or
   proceeding  as  authorized  by  the  Board  of  Directors,  whether  a
   disinterested quorum exists or not,  upon receipt of an undertaking by
   or on behalf  of the director or  officer to repay  such amount if  it
   shall  ultimately  be  determined  that  he  is  not  entitled  to  be
   indemnified by the Registrant.  The indemnification and advancement of
   expenses shall not be deemed exclusive of any other rights to  which a
   person  seeking  indemnification  or advancement  of  expenses  may be
   entitled under any  agreement, vote  of stockholders or  disinterested
   directors, or  otherwise, both as  to action in his  official capacity
   and as to action  in another capacity while holding such  office.  The
   indemnification and  advancement of  expenses provided  by Article  VI
   shall continue  as  to a  person  who has  ceased  to be  a  director,
   officer,  employee or  agent and  shall inure  to the  benefit  of the
   heirs, executors  and  administrators  of  such a  person.    Finally,
   Article  VI provides  that the  Registrant  may purchase  and maintain

                                      4
<PAGE>


   insurance on  behalf of any person who is  or was a director, officer,
   employee or  agent of  the Registrant,  or is  or was  serving at  the
   request of the Registrant as a director, officer, employee or agent of
   another  corporation,  partnership,  joint  venture,  trust  or  other
   enterprise against any liability asserted against him and incurred  by
   him in  any  such capacity,  or arising  out of  his  status as  such,
   whether or not the  Registrant would have  the power to indemnify  him
   against such  liability under the provisions  of Article VI  or of the
   Delaware Law.

             The Registrant  has  insurance  which,  subject  to  certain
   policy limits, deductible  amounts and  exclusions, insures  directors
   and officers of the Registrant for liabilities incurred as a result of
   acts committed in  their capacity as directors and  officers or claims
   made against them by reason of their status as directors or officers.

   ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable.

   ITEM 8.   EXHIBITS.

             The  exhibits filed  herewith  or incorporated  by reference
   herein are  set  forth in  the Exhibit  Index filed  as  part of  this
   registration statement on page 8 hereof.

   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  (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 15(d) of  the Securities


                                      5
<PAGE>


   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  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.

             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.














                                      6
<PAGE>






                                 SIGNATURES
                                 ----------

             THE  REGISTRANT.    Pursuant  to  the  requirements  of  the
   Securities  Act  of  1933,  the  Registrant  certifies   that  it  has
   reasonable grounds  to believe that  it meets all of  the requirements
   for filing on Form S-8 and has duly caused this registration statement
   to  be  signed  on  its  behalf by  the  undersigned,  thereunto  duly
   authorized, in the  City of Freeport, State of  Illinois, on this 27th
   day of April, 1995.


                                      PREMIER FINANCIAL SERVICES, INC.
                                           (Registrant)


                                      By:  /s/ Richard L. Geach
                                           -----------------------------
                                           Richard L. Geach
                                           President and  Chief Executive
                                           Officer



                              POWER OF ATTORNEY
                              -----------------

             Each  person whose signature  appears below appoints Richard
   L. Geach and David L. Murray or either of them, as  such person's true
   and lawful attorneys to  execute in the name of each  such person, and
   to file, any amendments to  this registration statement that either of
   such  attorneys  may  deem  necessary  or  desirable   to  enable  the
   Registrant to comply with  the Securities Act of 1933, as amended, and
   any  rules,  regulations,  and  requirements  of  the  Securities  and
   Exchange  Commission  with  respect thereto,  in  connection  with the
   registration of the  shares of Common  Stock that are subject  to this
   registration statement, which amendments may make such changes in such
   registration  statement as either  of the above-named  attorneys deems
   appropriate, and  to comply  with the  undertakings of the  Registrant
   made in connection  with this registration statement; and  each of the
   undersigned hereby ratifies all that  either of said attorneys will do
   or cause to be done by virtue hereof.









                                      7
<PAGE>




             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 dates indicated.

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

     /s/ Richard L. Geach                               President, Chief Executive                 April 27, 1995
     -------------------------------------------        Officer and Director
     Richard L. Geach                                   (Principal Executive Officer)


     /s/ David L. Murray                                Executive Vice President,                  April 27, 1995
     -------------------------------------------        Chief Financial Officer
     David L. Murray                                    and Director
                                                        (Principal Financial and
                                                        Accounting Officer)


     /s/ Donald E. Bitz                                 Director                                   April 27, 1995
     -------------------------------------------
     Donald E. Bitz


     /s/ R. Gerald Fox                                  Director                                   April 27, 1995
     -------------------------------------------
     R. Gerald Fox


     /s/ Charles M. Luecke                              Director                                   April 27, 1995
     -------------------------------------------
     Charles M. Luecke


     /s/ Edward G. Maris                                Director                                   April 27, 1995
     -------------------------------------------
     Edward G. Maris


     /s/ H. Barry Musgrove                              Director                                   April 27, 1995
     -------------------------------------------
     H. Barry Musgrove


     /s/ Joseph C. Piland                               Director                                   April 27, 1995
     -------------------------------------------
     Joseph C. Piland
</TABLE>




                                      8
<PAGE>




                                EXHIBIT INDEX

   Exhibit                                                Sequentially
   Number              Description                        Numbered Page
   --------            -----------                        --------------

   4.1            Premier Financial Services, Inc.
                  1995 Non-Qualified Stock Option Plan         10

   5              Opinion of Schiff Hardin & Waite.            20

   23.1           Consent of KPMG Peat Marwick LLP.            21

   23.2           Consent of Schiff Hardin & Waite
                  (contained in their opinion filed
                  as Exhibit 5).

   24             Powers of Attorney (contained on
                  the signature pages hereto).



























             


                                    9
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23753}]
{"company-data": {"conformed-name": "PREMIER FINANCIAL SERVICES INC", "cik": "0000036340", "assigned-sic": "6022", "irs-number": "362852290", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59137", "film-number": "95535016"}, "business-address": {"street1": "27 WEST MAIN ST STE 101", "city": "FREEPORT", "state": "IL", "zip": "61032", "phone": "8152333671"}, "former-company": {"former-conformed-name": "FIRST FREEPORT CORP", "date-changed": "19840710"}}
As filed with the Securities and Exchange Commission on May 5, 1995
                                                Registration No.33-______
   ======================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                   --------------------------------------
                                  FORM S-8
                           Registration Statement
                                    Under
                         The Securities Act of 1933
                  ----------------------------------------
                      PREMIER FINANCIAL SERVICES, INC.
           (Exact name of registrant as specified in its charter)

              Delaware                               36-2852290 
   (State or other jurisdiction of                (I.R.S. employer 
   incorporation or organization)                identification no.)

                       27 West Main Street, Suite 101
                          Freeport, Illinois 61032
        (Address of principal executive offices, including zip code)

                      PREMIER FINANCIAL SERVICES, INC.
                    1995 NON-QUALIFIED STOCK OPTION PLAN
                          (Full title of the plan)

                               David L. Murray
                          Executive Vice President
                      Premier Financial Services, Inc.
                       27 West Main Street, Suite 101
                          Freeport, Illinois 61032
                   (Name and address of agent for service)

                               (815) 233-3671
        (Telephone number, including area code, of agent for service)

                               With a copy to:

                             Shirley M. Lukitsch
                            Schiff Hardin & Waite
                              7200 Sears Tower
                           Chicago, Illinois 60606
                               (312) 258-5602
                     -----------------------------------
                      CALCULATION  OF REGISTRATION  FEE
Proposed maximum    Proposed maximum        Amount of
                                               Amount to be      offering price    aggregate offering      registration
       Title of Securities to be Registered     registered       per share
price
fee
------------------------------------    ------------     ----------------   ------------------    ---------------
Common Stock,
       par value $5.00 per share                  200,000            $7.875            $1,575,000            $543.11
Estimated on  the basis of $7.875  per share, the average of  the high and low  sales prices as quoted  on The
              Nasdaq Stock Market's National Market on April 28, 1995, pursuant to Rule 457(h) and 457(c).
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

             The following  documents which  have been  filed by  Premier
   Financial Services, Inc. (the "Registrant") are incorporated herein by
   reference:

        (a)  The Registrant's Annual  Report on Form 10-K  for the fiscal
             year ended December 31, 1994;

        (b)  The  Registrant's  Quarterly  Report on  Form  10-Q  for the
             quarterly period ended March 31, 1995; and

        (c)  The description of the Registrant's  Common Stock, par value
             $5.00 per share, contained in  the Registrant's Registration
             Statement on  Form S-14,  as filed  with the Securities  and
             Exchange Commission (the "Commission"), effective March  26,
             1976. 

             All documents subsequently filed  by the Registrant pursuant
   to Sections 13(a),  13(c), 14 and 15(d) of the Securities Exchange Act
   of  1934, prior  to the  filing  of a  post-effective amendment  which
   indicates that all  securities offered hereby have been  sold or which
   deregisters  all  securities then  remaining  unsold, shall  be deemed
   incorporated by reference herein and to be a part hereof from the date
   of filing of such documents.

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

   ITEM 4.   DESCRIPTION OF SECURITIES.

             Not applicable.

   ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

             Not applicable.

                                      2
ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS. 

             Under the General  Corporation Law of the  State of Delaware
   (the  "Delaware  Law"),  directors  and  officers  as  well  as  other
   employees  and  individuals   may  be  indemnified  against   expenses
   (including  attorneys'  fees), judgments,  fines  and amounts  paid in
   settlement in connection with specified actions, suits or proceedings,
   whether civil,  criminal, administrative or investigative  (other than
   an  action  by or  in  the  right  of the  corporation--a  "derivative
   action") if  they acted in good faith and  in a manner they reasonably
   believed to be in or not opposed to the best interests of the company,
   and,  with  respect to  any  criminal  action  or proceeding,  had  no
   reasonable cause  to believe  their conduct was  unlawful.   A similar
   standard  of care  is applicable  in the  case of  derivative actions,
   except  that  indemnification  only  extends  to  expenses  (including
   attorney's fees) incurred in connection with the defense or settlement
   of such an action, and the Delaware Law requires court approval before
   there   can   be  any   indemnification   where  the   person  seeking
   indemnification has been found liable to the company.

             Article Eighth of the Restated Certificate  of Incorporation
   of  the Registrant provides  that the Registrant  shall indemnify each
   person who is or was  a director or officer  of the Registrant to  the
   full extent permitted by the Delaware Law.

             Article  VI  of  the Restated  By-laws  of  the Registration
   ("Article VI") provides  that to the extent permitted  by the Delaware
   Law, the  Registrant shall indemnify any person who  was or is a party
   or is threatened  to be  made a  party to any  threatened, pending  or
   completed  action,  suit  or  proceeding,  whether  civil,   criminal,
   administrative or  investigative (other  than an action  by or  in the
   right of  the Registrant) by reason of the fact that such person is or
   was a director  or officer of the  Registrant or is or  was serving at
   the  request of  the Registrant  as a  director, officer,  employee or
   agent of  another corporation,  partnership, joint  venture, trust  or
   other  enterprise,  against  expenses  (including  attorneys'   fees),
   judgments,  fines  and   amounts  paid  in  settlement   actually  and
   reasonably incurred  by him  in connection with  such action,  suit or
   proceeding if  he acted in  good faith and  in a manner  he reasonably
   believed  to  be  in or  not  opposed  to the  best  interests  of the
   Registrant, and, with  respect to any  criminal action or  proceeding,
   had no  reasonable cause  to believe  his conduct  was unlawful.   The
   termination  of any  action, suit  or proceeding  by judgment,  order,
   settlement,  conviction, or  upon a  plea  of nolo  contendere or  its
   equivalent, shall not, of itself, create a presumption that the person
   did not act in good faith and in a manner which he reasonably believed
   to be  in or not opposed to the best  interests of the Registrant, and
   with respect  to any  criminal action   or proceeding,  had reasonable
   cause to believe that his conduct was unlawful.

             Article VI  provides that  to the  extent  permitted by  the
   Delaware Law,  the Registrant shall indemnify any person who was or is
   a party or is threatened to be made a party to any threatened, pending
   or completed action or  suit by or in  the right of the  Registrant to
   procure a judgment  in its favor by reason  of the fact that  he is or

                                      3
was a director  or officer of the  Registrant or is or was  serving at
   the  request of  the Registrant  as a  director, officer,  employee or
   agent of  another corporation,  partnership, joint  venture, trust  or
   other enterprise against expenses (including attorneys' fees) actually
   and  reasonably incurred  by him  in  connection with  the defense  or
   settlement of  such action or suit if he acted  in good faith and in a
   manner he  reasonably believed  to be in  or not  opposed to  the best
   interests of the Registrant  and except that no  indemnification shall
   be  made in respect  of any claim,  issue or  matter as to  which such
   person shall have been adjudged to  be liable to the Registrant unless
   and  only to the  extent that  the Court of  Chancery or  the court in
   which such action or suit was brought shall determine upon application
   that, despite  the adjudication of  liability but in  view of all  the
   circumstances  of the  case,  such  person  is fairly  and  reasonably
   entitled to indemnity for such expenses which the Court of Chancery or
   such other court shall deem proper.

             Article VI provides that any indemnification set forth above
   (unless ordered by a court) shall be made by the Registrant  only upon
   a  determination  in the  specific  case that  indemnification  of the
   director or officer is proper in  the circumstances because he has met
   the applicable standard of conduct.  Such determination shall be  made
   (1)  by  the  Board  of Directors  by  a  majority  vote  of a  quorum
   consisting of directors who  were not parties to such  action, suit or
   proceeding, or  (2) if  such quorum  is not  obtainable,  or, even  if
   obtainable  and  a quorum  of disinterested  directors so  directs, by
   independent legal counsel (compensated by the Registrant) in a written
   opinion, or (3) by the stockholders.

             Article VI provides that to  the extent a director, officer,
   employee or agent of  the Registrant has been successful on the merits
   or otherwise in defense of any  action, suit or proceeding referred to
   above, or in defense of any  claim, issue or matter therein, he  shall
   be indemnified against expenses  (including attorneys' fees)  actually
   and reasonably incurred by him in connection therewith.

             Article  VI provides  that  expenses incurred  in  defending
   against  a civil,  criminal, administrative  or investigative  action,
   suit or  proceeding,  or  the  threat thereof,  may  be  paid  by  the
   Registrant in advance of the final disposition of such action, suit or
   proceeding  as  authorized  by  the  Board  of  Directors,  whether  a
   disinterested quorum exists or not,  upon receipt of an undertaking by
   or on behalf  of the director or  officer to repay  such amount if  it
   shall  ultimately  be  determined  that  he  is  not  entitled  to  be
   indemnified by the Registrant.  The indemnification and advancement of
   expenses shall not be deemed exclusive of any other rights to  which a
   person  seeking  indemnification  or advancement  of  expenses  may be
   entitled under any  agreement, vote  of stockholders or  disinterested
   directors, or  otherwise, both as  to action in his  official capacity
   and as to action  in another capacity while holding such  office.  The
   indemnification and  advancement of  expenses provided  by Article  VI
   shall continue  as  to a  person  who has  ceased  to be  a  director,
   officer,  employee or  agent and  shall inure  to the  benefit  of the
   heirs, executors  and  administrators  of  such a  person.    Finally,
   Article  VI provides  that the  Registrant  may purchase  and maintain

                                      4
insurance on  behalf of any person who is  or was a director, officer,
   employee or  agent of  the Registrant,  or is  or was  serving at  the
   request of the Registrant as a director, officer, employee or agent of
   another  corporation,  partnership,  joint  venture,  trust  or  other
   enterprise against any liability asserted against him and incurred  by
   him in  any  such capacity,  or arising  out of  his  status as  such,
   whether or not the  Registrant would have  the power to indemnify  him
   against such  liability under the provisions  of Article VI  or of the
   Delaware Law.

             The Registrant  has  insurance  which,  subject  to  certain
   policy limits, deductible  amounts and  exclusions, insures  directors
   and officers of the Registrant for liabilities incurred as a result of
   acts committed in  their capacity as directors and  officers or claims
   made against them by reason of their status as directors or officers.

   ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

             Not applicable.

   ITEM 8.   EXHIBITS.

             The  exhibits filed  herewith  or incorporated  by reference
   herein are  set  forth in  the Exhibit  Index filed  as  part of  this
   registration statement on page 8 hereof.

   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  (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 15(d) of  the Securities

                                      5
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  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.

             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.

                                      6
SIGNATURES
                                 ----------

             THE  REGISTRANT.    Pursuant  to  the  requirements  of  the
   Securities  Act  of  1933,  the  Registrant  certifies   that  it  has
   reasonable grounds  to believe that  it meets all of  the requirements
   for filing on Form S-8 and has duly caused this registration statement
   to  be  signed  on  its  behalf by  the  undersigned,  thereunto  duly
   authorized, in the  City of Freeport, State of  Illinois, on this 27th
   day of April, 1995.

                                      PREMIER FINANCIAL SERVICES, INC.
                                           (Registrant)

                                      By:  /s/ Richard L. Geach
                                           -----------------------------
                                           Richard L. Geach
                                           President and  Chief Executive
                                           Officer

                              POWER OF ATTORNEY
                              -----------------

             Each  person whose signature  appears below appoints Richard
   L. Geach and David L. Murray or either of them, as  such person's true
   and lawful attorneys to  execute in the name of each  such person, and
   to file, any amendments to  this registration statement that either of
   such  attorneys  may  deem  necessary  or  desirable   to  enable  the
   Registrant to comply with  the Securities Act of 1933, as amended, and
   any  rules,  regulations,  and  requirements  of  the  Securities  and
   Exchange  Commission  with  respect thereto,  in  connection  with the
   registration of the  shares of Common  Stock that are subject  to this
   registration statement, which amendments may make such changes in such
   registration  statement as either  of the above-named  attorneys deems
   appropriate, and  to comply  with the  undertakings of the  Registrant
   made in connection  with this registration statement; and  each of the
   undersigned hereby ratifies all that  either of said attorneys will do
   or cause to be done by virtue hereof.

                                      7
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 dates indicated.
Signature                                          Title                             Date
        ---------                                          -----                             ----
/s/ Richard L. Geach                               President, Chief Executive                 April 27, 1995
     -------------------------------------------        Officer and Director
     Richard L. Geach                                   (Principal Executive Officer)

     /s/ David L. Murray                                Executive Vice President,                  April 27, 1995
     -------------------------------------------        Chief Financial Officer
     David L. Murray                                    and Director
                                                        (Principal Financial and
                                                        Accounting Officer)

     /s/ Donald E. Bitz                                 Director                                   April 27, 1995
     -------------------------------------------
     Donald E. Bitz

     /s/ R. Gerald Fox                                  Director                                   April 27, 1995
     -------------------------------------------
     R. Gerald Fox

     /s/ Charles M. Luecke                              Director                                   April 27, 1995
     -------------------------------------------
     Charles M. Luecke

     /s/ Edward G. Maris                                Director                                   April 27, 1995
     -------------------------------------------
     Edward G. Maris

     /s/ H. Barry Musgrove                              Director                                   April 27, 1995
     -------------------------------------------
     H. Barry Musgrove

     /s/ Joseph C. Piland                               Director                                   April 27, 1995
     -------------------------------------------
     Joseph C. Piland
8
EXHIBIT INDEX

   Exhibit                                                Sequentially
   Number              Description                        Numbered Page
   --------            -----------                        --------------

   4.1            Premier Financial Services, Inc.
                  1995 Non-Qualified Stock Option Plan         10

   5              Opinion of Schiff Hardin & Waite.            20

   23.1           Consent of KPMG Peat Marwick LLP.            21

   23.2           Consent of Schiff Hardin & Waite
                  (contained in their opinion filed
                  as Exhibit 5).

   24             Powers of Attorney (contained on
                  the signature pages hereto).

             

                                    9