As filed with the Securities and Exchange Commission on October 5, 1994
                                                  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.
             SENIOR LEADERSHIP AND DIRECTORS DEFERRED COMPENSATION 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

                  -------------------------------------------------
<TABLE>
<CAPTION>
                                  CALCULATION OF REGISTRATION FEE
                                                             Proposed  maximum        Proposed maximum
                                           Amount to be       offering price per      aggregate offering           Amount of
 Title of Securities to be Registered     registered (1)          share (2)                price (2)         registration fee (2)
- --------------------------------------     -------------     --------------------    --------------------     -------------------
<S>                                        <C>                <C>                     <C>                     <C>
Common Stock, par value $5.00 per share        200,000               $7.875                $1,575,000                $543.11
Interests in the Plan                            (3)                  (3)                      (3)                     (3)<PAGE>

</TABLE>



   (1)  Based upon the number of shares that would be purchased by the
        trustee of the trust established in connection with the Premier
        Financial Services, Inc. Senior Leadership and Directors Deferred
        Compensation Plan during the five-year period beginning with the
        effective date of this Registration Statement, if the estimated
        aggregate employee and employer contributions during such period
        were invested in such Common Stock at $7.875 per share, the
        average of the high and low sales prices reported on the National
        Association of Securities Dealers Automated Quotations System-
        National Market System ("NASDAQ-NMS") on October 3, 1994.  No
        maximum number of shares are issuable under the Plan.

   (2)  Estimated on the basis of $7.875 per share, the average of the
        high and low sales prices as quoted on NASDAQ-NMS on October 3,
        1994, pursuant to Rule 457(h) and 457(c).

   (3)  In addition, pursuant to Rule 416(c) under the Securities Act of
        1933, this Registration Statement also covers an indeterminate

        amount of interests to be offered or sold pursuant to the Plan
        described herein for which no separate fee is required.
































                                        - 2 -<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, 1993;

        (b)  The Registrant's Quarterly Reports on Form 10-Q for the
             quarterly periods ended March 31, 1994 and June 30, 1994;
             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, filed with the Securities and
             Exchange Commission (the "Commission"), effective March 26,
             1976. 

             All documents subsequently filed by the Registrant and/or
   the Plan 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.




                                        - 3 -<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.


                                        - 4 -<PAGE>





             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
   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 a
   civil, criminal, administrative or investigative action, suit or

   proceeding, or 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


                                        - 5 -<PAGE>





   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, 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 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-


                                        - 6 -<PAGE>





             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 registration statement is on Form S-3, Form S-8, and 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 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


                                        - 7 -<PAGE>





   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 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 September
   22, 1994.

                            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 (and the Common Stock
   Purchase Rights attached thereto) and interests in the Plan 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.


                                        - 8 -<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        September 22, 1994
     -----------------------------     Officer and Director (Principal
     Richard L. Geach                  Executive Officer)

     /s/David L. Murray                Executive Vice President, Chief   September 22, 1994
     -----------------------------     Financial Officer and Director
     David L. Murray                   (Principal Financial and
                                       Accounting Officer)

     /s/ Donald E. Bitz                Director                          September 22, 1994
     -----------------------------
     Donald E. Bitz


     /s/ R. Gerald Fox                 Director                          September 22, 1994
     -----------------------------
     R. Gerald Fox

     /s/ Charles M. Luecke             Director                          September 22, 1994
     -----------------------------
     Charles M. Luecke

     /s/ Edward G. Maris               Director                          September 22, 1994
     -----------------------------
     Edward G. Maris

     /s/ H. Barry Musgrove             Director                          September 22, 1994
     -----------------------------
     H. Barry Musgrove

     /s/ Joseph C. Piland              Director                          September 21, 1994
     -----------------------------
     Joseph C. Piland

</TABLE>












                                        - 9 -<PAGE>





        THE PLAN.  Pursuant to the requirements of the Securities Act of
   1933, the Plan administrator 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
   September 22, 1994.


                                 PREMIER FINANCIAL SERVICES, INC.
                                 SENIOR LEADERSHIP AND DIRECTORS'
                                 DEFERRED COMPENSATION PLAN



                                 BY: PREMIER FINANCIAL SERVICES, INC., 
                                       Plan Administrator





                                 By:  /s/ David L. Murray
                                      ----------------------------------
                                      David L. Murray
                                      Executive Vice President 





























                                       - 10 -<PAGE>





                                EXHIBIT INDEX

     Exhibit                                               Sequentially
      Number                  Description                 Numbered Page
     -------    ---------------------------------------   -------------
       4.1     Premier Financial Services, Inc. Senior          12
               Leadership and Directors Deferred
               Compensation Plan

       5       Opinion of Schiff Hardin & Waite.                27

      23.1     Consent of KPMG Peat Marwick LLP                 28

      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).

































                                       - 11 -<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24998}]
{"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": "033-55793", "film-number": "94551768"}, "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 October 5, 1994
                                                  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.
             SENIOR LEADERSHIP AND DIRECTORS DEFERRED COMPENSATION 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 to be       offering price per      aggregate offering           Amount of
 Title of Securities to be Registered     registered (1)          share (2)                price (2)         registration fee (2)
- --------------------------------------     -------------     --------------------    --------------------     -------------------
Common Stock, par value $5.00 per share        200,000               $7.875                $1,575,000                $543.11
Interests in the Plan                            (3)                  (3)                      (3)                     (3)
(1)  Based upon the number of shares that would be purchased by the
        trustee of the trust established in connection with the Premier
        Financial Services, Inc. Senior Leadership and Directors Deferred
        Compensation Plan during the five-year period beginning with the
        effective date of this Registration Statement, if the estimated
        aggregate employee and employer contributions during such period
        were invested in such Common Stock at $7.875 per share, the
        average of the high and low sales prices reported on the National
        Association of Securities Dealers Automated Quotations System-
        National Market System ("NASDAQ-NMS") on October 3, 1994.  No
        maximum number of shares are issuable under the Plan.

   (2)  Estimated on the basis of $7.875 per share, the average of the
        high and low sales prices as quoted on NASDAQ-NMS on October 3,
        1994, pursuant to Rule 457(h) and 457(c).

   (3)  In addition, pursuant to Rule 416(c) under the Securities Act of
        1933, this Registration Statement also covers an indeterminate

        amount of interests to be offered or sold pursuant to the Plan
        described herein for which no separate fee is required.

                                        - 2 -
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, 1993;

        (b)  The Registrant's Quarterly Reports on Form 10-Q for the
             quarterly periods ended March 31, 1994 and June 30, 1994;
             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, filed with the Securities and
             Exchange Commission (the "Commission"), effective March 26,
             1976. 

             All documents subsequently filed by the Registrant and/or
   the Plan 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.

                                        - 3 -
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.

                                        - 4 -
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
   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 a
   civil, criminal, administrative or investigative action, suit or

   proceeding, or 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

                                        - 5 -
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, 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 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-

                                        - 6 -
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 registration statement is on Form S-3, Form S-8, and 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 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

                                        - 7 -
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 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 September
   22, 1994.

                            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 (and the Common Stock
   Purchase Rights attached thereto) and interests in the Plan 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.

                                        - 8 -
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        September 22, 1994
     -----------------------------     Officer and Director (Principal
     Richard L. Geach                  Executive Officer)

     /s/David L. Murray                Executive Vice President, Chief   September 22, 1994
     -----------------------------     Financial Officer and Director
     David L. Murray                   (Principal Financial and
                                       Accounting Officer)

     /s/ Donald E. Bitz                Director                          September 22, 1994
     -----------------------------
     Donald E. Bitz

     /s/ R. Gerald Fox                 Director                          September 22, 1994
     -----------------------------
     R. Gerald Fox

     /s/ Charles M. Luecke             Director                          September 22, 1994
     -----------------------------
     Charles M. Luecke

     /s/ Edward G. Maris               Director                          September 22, 1994
     -----------------------------
     Edward G. Maris

     /s/ H. Barry Musgrove             Director                          September 22, 1994
     -----------------------------
     H. Barry Musgrove

     /s/ Joseph C. Piland              Director                          September 21, 1994
     -----------------------------
     Joseph C. Piland
- 9 -
THE PLAN.  Pursuant to the requirements of the Securities Act of
   1933, the Plan administrator 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
   September 22, 1994.

                                 PREMIER FINANCIAL SERVICES, INC.
                                 SENIOR LEADERSHIP AND DIRECTORS'
                                 DEFERRED COMPENSATION PLAN

                                 BY: PREMIER FINANCIAL SERVICES, INC., 
                                       Plan Administrator

                                 By:  /s/ David L. Murray
                                      ----------------------------------
                                      David L. Murray
                                      Executive Vice President 

                                       - 10 -
EXHIBIT INDEX

     Exhibit                                               Sequentially
      Number                  Description                 Numbered Page
     -------    ---------------------------------------   -------------
       4.1     Premier Financial Services, Inc. Senior          12
               Leadership and Directors Deferred
               Compensation Plan

       5       Opinion of Schiff Hardin & Waite.                27

      23.1     Consent of KPMG Peat Marwick LLP                 28

      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).

                                       - 11 -