As filed with the Securities and Exchange Commission on September 9, 1996

                                                           Registration No. 333-
  ==============================================================================

                        SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                              --------------------------

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

                            GRAND PREMIER FINANCIAL, INC.
                (Exact name of registrant as specified in its charter)

                 DELAWARE                                    36-4077455
      (State or other jurisdiction of                        (I.R.S. employer
      incorporation or organization)                         identification no.)

                                     486 West Liberty Street
                                  Wauconda, Illinois 60084-2489
                  (Address of principal executive offices, including zip code)

           GRAND PREMIER FINANCIAL, INC. 1996 NON-QUALIFIED STOCK OPTION PLAN
          PREMIER FINANCIAL SERVICES, INC. 1995 NON-QUALIFIED STOCK OPTION PLAN
                                     (Full title of the plans)

                                        DAVID L. MURRAY
                                 SENIOR EXECUTIVE VICE PRESIDENT
                                  GRAND PREMIER FINANCIAL, INC.
                                     486 WEST LIBERTY STREET
                                  WAUCONDA, ILLINOIS 60084-2489
                             (Name and address of agent for service)

                                         (847) 487-1818
                  (Telephone number, including area code, of agent for service)

                                         WITH A COPY TO:

             GARY L. MOWDER                            THOMAS F. KARABA
         SCHIFF HARDIN & WAITE                  CROWLEY BARRETT & KARABA, LTD.
            7200 SEARS TOWER                   20 SOUTH CLARK STREET, SUITE 23
         CHICAGO, ILLINOIS 60606                   CHICAGO, ILLINOIS 60606
            (312) 258-5514                              (312) 726-2468

                             *---------------------------------*
                               CALCULATION OF REGISTRATION FEE
     <TABLE>
     <CAPTION>
                                                                   Proposed          Proposed
                                                    Amount         maximum           maximum
     Title of Securities to be Registered           to be       offering price      aggregate         Amount of
                                                  registered      per share       offering price   registration fee
                                                                    (1)               (1)               (1)
     <S>                                        <C>                 <C>          <C>               <C>
     Common Stock, par value $0.01 per share,      475,000          $11.69          $5,552,750      $1,914.74
     including associated Preferred Stock        

     Purchase Rights                             


     (1)    Estimated on the basis of $11.69 per share, the average of the high
            and low sales prices as quoted on The Nasdaq Stock Market's National
            Market on September 5, 1996, 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 Grand Premier
     Financial, Inc. (the "Registrant") are incorporated herein by reference:

          (a)  The final prospectus filed pursuant to Rule 424(b)(3) and
               included in the Registration Statement on Form S-4 of the
               Registrant, File No. 333-03327, effective July 12, 1996;

          (b)  The Registrant's Quarterly Report on Form 10-Q for the
               quarterly period ended June 30, 1996;

          (c)  The Registrant's Current Report on Form 8-K, dated August 22,
               1996; and

          (d)  The description of the Registrant's Common Stock, $0.01 per
               share (the "Common Stock") and the Preferred Stock Purchase
               Rights contained in the final prospectus filed pursuant to Rule
               424(b)(3) and included in the Registrant's Registration
               Statement on Form S-4, File No. 333-03327, effective July 12,
               1996.

               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.

     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


     <PAGE>

     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 a
     Derivative Action, 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 12 of the Amended and 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 or serves as a director or officer of another enterprise at
     the request of the Registrant, in accordance with, and to the fullest
     extent authorized, by the Delaware Law.

               Article 6 of the Restated By-laws of the Registrant ("Article
     6") provides that to the extent to which it is empowered under the
     Delaware Law or any other applicable 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 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 or officer
     of another corporation, partnership, joint venture, trust or other
     enterprise, against all expenses (including attorneys' fees), judgments,
     fines and amounts paid in settlement actually and reasonably incurred by
     such person in connection with such action, suit or proceeding.

               Article 6 further provides that expenses incurred by an officer
     or director in defending a civil or criminal action, suit or proceeding
     shall be paid by the Registrant in advance of the final disposition of
     such action, suit or proceeding, upon receipt of an undertaking by or on
     behalf of the director or officer to repay such amount if it shall be
     ultimately determined that he is not entitled to be indemnified under the
     Delaware Law.  The indemnification and advancement of expenses provided
     by Article 6  shall continue as to a person who has ceased to be a
     director or officer and shall inure to the benefit of the heirs,
     executors and administrators of such a person.

               The Registrant has arranged for directors and officers'
     liability 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.


     <PAGE>

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

     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 registration statement is on Form S-3 or 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

     <PAGE>

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

     <PAGE>
                                   SIGNATURES

               THE REGISTRANT.  Pursuant to the requirements of the Securities
     Act 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 Wauconda,
     State of Illinois, on this 6th day of September, 1996.

                                        GRAND PREMIER FINANCIAL, INC.
                                             (Registrant)


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

                                 POWER OF ATTORNEY

               Each person whose signature appears below appoints Richard L.
     Geach and Robert W. Hinman, 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 (including the associated Preferred Stock Purchase
     Rights) 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.

               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         Chief Executive               August 29, 1996
     ----------------------       Officer and Director
     Richard L. Geach             (Principal Executive Officer)


     /s/ David L. Murray          Senior Executive Vice        August 29, 1996
     ----------------------       President and Chief Financial
     David L. Murray              Officer and Director
                                  (Principal Financial and
                                  Accounting Officer)


     /s/ Jean M. Barry            Director                    August 29, 1996
     ----------------------
     Jean M. Barry


     <PAGE>

     /s/ Donald E. Bitz           Director                    August 29, 1996
     ----------------------
     Donald E. Bitz

     /s/ Harry J. Bystricky       Director                    August 29, 1996
     ----------------------
     Harry J. Bystricky

     /s/ Frank J. Callero         Director                    August 29, 1996
     ----------------------
     Frank J. Callero

     /s/ Alan J. Emerick          Director                    August 29, 1996
     ----------------------
     Alan J. Emerick

     /s/ Brenton J. Emerick       Director                     August 29, 1996
     ----------------------
     Brenton J. Emerick

     /s/ James Esposito           Director                     August 29, 1996
     ----------------------
     James Esposito

     /s/ R. Gerald Fox            Director                     August 29, 1996
     ----------------------
     R. Gerald Fox

     /s/ Robert W. Hinman         Director                     August 29, 1996
     ----------------------
     Robert W. Hinman

     /s/ Edward G. Maris          Director                     August 29, 1996
     ----------------------
     Edward G. Maris

     /s/ Howard A. McKee          Director                     August 29, 1996
     ----------------------
     Howard A. McKee

     /s/ H. Barry Musgrove        Director                     August 29, 1996
     ----------------------
     H. Barry Musgrove

     /s/ Joseph C. Piland         Director                     August 29, 1996
     ----------------------
     Joseph C. Piland

     /s/ Stephen J. Schostok      Director                     August 29, 1996
     ----------------------
     Stephen J. Schostok


     <PAGE>

                                  EXHIBIT INDEX

     EXHIBIT                                                 SEQUENTIALLY
     NUMBER                   DESCRIPTION                    NUMBERED PAGE


     4.1             Grand Premier Financial, Inc. 1996 Non-Qualified
                      Stock Option Plan

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

     5               Opinion of Schiff Hardin & Waite

     23.1            Consent of KPMG Peat Marwick LLP.

     23.2            Consent of Hutton Nelson & McDonald LLP

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

     24              Powers of Attorney (contained on the signature pages
                     hereto)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19720}]
{"company-data": {"conformed-name": "GRAND PREMIER FINANCIAL INC", "cik": "0001013044", "assigned-sic": "6021", "irs-number": "364077455", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11663", "film-number": "96627750"}, "business-address": {"street1": "486 WEST LIBERTY STREET", "city": "WAUCONDA", "state": "IL", "zip": "60084-2989", "phone": "8474871818"}, "mail-address": {"street1": "486 WEST LIBERTY STREET", "city": "WAUCONDA", "state": "IL", "zip": "60084-2989"}}
As filed with the Securities and Exchange Commission on September 9, 1996

                                                           Registration No. 333-
  ==============================================================================

                        SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                              --------------------------

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

                            GRAND PREMIER FINANCIAL, INC.
                (Exact name of registrant as specified in its charter)

                 DELAWARE                                    36-4077455
      (State or other jurisdiction of                        (I.R.S. employer
      incorporation or organization)                         identification no.)

                                     486 West Liberty Street
                                  Wauconda, Illinois 60084-2489
                  (Address of principal executive offices, including zip code)

           GRAND PREMIER FINANCIAL, INC. 1996 NON-QUALIFIED STOCK OPTION PLAN
          PREMIER FINANCIAL SERVICES, INC. 1995 NON-QUALIFIED STOCK OPTION PLAN
                                     (Full title of the plans)

                                        DAVID L. MURRAY
                                 SENIOR EXECUTIVE VICE PRESIDENT
                                  GRAND PREMIER FINANCIAL, INC.
                                     486 WEST LIBERTY STREET
                                  WAUCONDA, ILLINOIS 60084-2489
                             (Name and address of agent for service)

                                         (847) 487-1818
                  (Telephone number, including area code, of agent for service)

                                         WITH A COPY TO:

             GARY L. MOWDER                            THOMAS F. KARABA
         SCHIFF HARDIN & WAITE                  CROWLEY BARRETT & KARABA, LTD.
            7200 SEARS TOWER                   20 SOUTH CLARK STREET, SUITE 23
         CHICAGO, ILLINOIS 60606                   CHICAGO, ILLINOIS 60606
            (312) 258-5514                              (312) 726-2468

                             *---------------------------------*
                               CALCULATION OF REGISTRATION FEE
Proposed          Proposed
                                                    Amount         maximum           maximum
     Title of Securities to be Registered           to be       offering price      aggregate         Amount of
                                                  registered      per share       offering price   registration fee
                                                                    (1)               (1)               (1)
Common Stock, par value $0.01 per share,      475,000          $11.69          $5,552,750      $1,914.74
     including associated Preferred Stock        

     Purchase Rights                             

     (1)    Estimated on the basis of $11.69 per share, the average of the high
            and low sales prices as quoted on The Nasdaq Stock Market's National
            Market on September 5, 1996, 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 Grand Premier
     Financial, Inc. (the "Registrant") are incorporated herein by reference:

          (a)  The final prospectus filed pursuant to Rule 424(b)(3) and
               included in the Registration Statement on Form S-4 of the
               Registrant, File No. 333-03327, effective July 12, 1996;

          (b)  The Registrant's Quarterly Report on Form 10-Q for the
               quarterly period ended June 30, 1996;

          (c)  The Registrant's Current Report on Form 8-K, dated August 22,
               1996; and

          (d)  The description of the Registrant's Common Stock, $0.01 per
               share (the "Common Stock") and the Preferred Stock Purchase
               Rights contained in the final prospectus filed pursuant to Rule
               424(b)(3) and included in the Registrant's Registration
               Statement on Form S-4, File No. 333-03327, effective July 12,
               1996.

               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.

     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 a
     Derivative Action, 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 12 of the Amended and 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 or serves as a director or officer of another enterprise at
     the request of the Registrant, in accordance with, and to the fullest
     extent authorized, by the Delaware Law.

               Article 6 of the Restated By-laws of the Registrant ("Article
     6") provides that to the extent to which it is empowered under the
     Delaware Law or any other applicable 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 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 or officer
     of another corporation, partnership, joint venture, trust or other
     enterprise, against all expenses (including attorneys' fees), judgments,
     fines and amounts paid in settlement actually and reasonably incurred by
     such person in connection with such action, suit or proceeding.

               Article 6 further provides that expenses incurred by an officer
     or director in defending a civil or criminal action, suit or proceeding
     shall be paid by the Registrant in advance of the final disposition of
     such action, suit or proceeding, upon receipt of an undertaking by or on
     behalf of the director or officer to repay such amount if it shall be
     ultimately determined that he is not entitled to be indemnified under the
     Delaware Law.  The indemnification and advancement of expenses provided
     by Article 6  shall continue as to a person who has ceased to be a
     director or officer and shall inure to the benefit of the heirs,
     executors and administrators of such a person.

               The Registrant has arranged for directors and officers'
     liability 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.

     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 registration statement is on Form S-3 or 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
     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 Wauconda,
     State of Illinois, on this 6th day of September, 1996.

                                        GRAND PREMIER FINANCIAL, INC.
                                             (Registrant)

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

                                 POWER OF ATTORNEY

               Each person whose signature appears below appoints Richard L.
     Geach and Robert W. Hinman, 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 (including the associated Preferred Stock Purchase
     Rights) 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.

               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         Chief Executive               August 29, 1996
     ----------------------       Officer and Director
     Richard L. Geach             (Principal Executive Officer)

     /s/ David L. Murray          Senior Executive Vice        August 29, 1996
     ----------------------       President and Chief Financial
     David L. Murray              Officer and Director
                                  (Principal Financial and
                                  Accounting Officer)

     /s/ Jean M. Barry            Director                    August 29, 1996
     ----------------------
     Jean M. Barry
/s/ Donald E. Bitz           Director                    August 29, 1996
     ----------------------
     Donald E. Bitz

     /s/ Harry J. Bystricky       Director                    August 29, 1996
     ----------------------
     Harry J. Bystricky

     /s/ Frank J. Callero         Director                    August 29, 1996
     ----------------------
     Frank J. Callero

     /s/ Alan J. Emerick          Director                    August 29, 1996
     ----------------------
     Alan J. Emerick

     /s/ Brenton J. Emerick       Director                     August 29, 1996
     ----------------------
     Brenton J. Emerick

     /s/ James Esposito           Director                     August 29, 1996
     ----------------------
     James Esposito

     /s/ R. Gerald Fox            Director                     August 29, 1996
     ----------------------
     R. Gerald Fox

     /s/ Robert W. Hinman         Director                     August 29, 1996
     ----------------------
     Robert W. Hinman

     /s/ Edward G. Maris          Director                     August 29, 1996
     ----------------------
     Edward G. Maris

     /s/ Howard A. McKee          Director                     August 29, 1996
     ----------------------
     Howard A. McKee

     /s/ H. Barry Musgrove        Director                     August 29, 1996
     ----------------------
     H. Barry Musgrove

     /s/ Joseph C. Piland         Director                     August 29, 1996
     ----------------------
     Joseph C. Piland

     /s/ Stephen J. Schostok      Director                     August 29, 1996
     ----------------------
     Stephen J. Schostok
EXHIBIT INDEX

     EXHIBIT                                                 SEQUENTIALLY
     NUMBER                   DESCRIPTION                    NUMBERED PAGE

     4.1             Grand Premier Financial, Inc. 1996 Non-Qualified
                      Stock Option Plan

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

     5               Opinion of Schiff Hardin & Waite

     23.1            Consent of KPMG Peat Marwick LLP.

     23.2            Consent of Hutton Nelson & McDonald LLP

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

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