SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549



                            FORM 8-K

                         CURRENT REPORT

                Pursuant to Section 13 or 15(d)
            of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):  September 19,
1996




                        Horizon Bancorp, Inc.
      -----------------------------------------------------
      (Exact name of registrant as specified in its charter)



  Texas                     0-25096               74-2412835
- ----------                -----------            ------------
(State or other           (Commission           (IRS Employer
jurisdiction of            File Number)        Identification No.)
incorporation)


             5800 North MoPac, Austin, Texas  78731
       --------------------------------------------------
            (Address of principal executive offices)


Registrant's telephone number, including area code:  (512)371-0700


                          Not Applicable
  -------------------------------------------------------------
  (Former name or former address, if changed since last report)



<PAGE>
Item 5.     Other Events.

      The registrant issued the following press release on
September 19, 1996:

          AUSTIN, Texas, Sept. 19, 1996 -- Horizon Bancorp,
     Inc. and its subsidiary, Horizon Bank & Trust, SSB, have
     signed a letter of intent to be acquired by Compass
     Bancshares, Inc.  The transaction will mark Compass'
     initial entry into the Austin market.

          The transaction will add $144 million in assets and
     eight locations to Compass' Texas franchise.  In addition
     to the bank's main location at 5800 North MoPac, Compass
     will add Horizon's locations at 505 Barton Springs Road,
     1509 West 38th Street, 1250 Capital of Texas Highway,
     13497 Anderson Mill Road, 2514 West Parmer Lane, 8610
     North MoPac and 201A West Taylor Avenue in Round Rock.

          "Entering Austin has been a priority of Compass'
     Texas strategy," said Charles E. McMahen, chairman and
     chief executive officer of Compass Banks of Texas, Inc. 
     "Uniting with Horizon will give Compass a presence in all
     of its targeted Texas markets and will create a solid
     position for us among the high growth I-35 corridor."

          "The merger with Compass will greatly benefit
     Horizon's customers as they will be able to be better
     served in the future," said Douglas B. Kadison, chairman,
     president and chief executive officer of Horizon Bank &
     Trust, SSB.  "Compass is a proven leader in building a
     strong, customer-oriented presence in Texas banking and
     is a perfect fit with our organization.  In addition,
     Compass brings to our customers and to Austin a
     wide-range of technologically-advanced and convenient
     products."

          "We have been looking to enter Austin for some time
     and are very fortunate to find a partner like Horizon
     that mirrors our commitment to relationship banking along
     with a mutual emphasis on banking small businesses, real
     estate and individuals," McMahen added.  "Compass'
     philosophy is one of relationship banking.  We have built
     our presence in Texas based on that principle by
     acquiring community banks and retaining the employees of
     those banks that have made the bank a success."

          McMahen also announced that Kadison, Charles
     Nichols, executive vice president, and Paul Antrim,
     executive vice president and chief financial officer,
     will remain as active parts of Compass' management team.

<PAGE>
          Terms of the transaction call for Compass to
     exchange shares of its common stock for all of the
     outstanding common stock of Horizon Bancorp, Inc.  The
     transaction is subject to execution of a definitive
     agreement and shareholder and regulatory approval and is
     expected to be completed during the first half of 1997.

          Upon completion of the acquisition, Compass will
     increase to 100 banking offices and more than $4.8
     billion in assets statewide, including the pending
     acquisitions of Texas American Bank in San Antonio and
     ProBank in Houston and offices under construction.

          Compass Bancshares, Inc. is a $10.8 billion banking
     holding company with 203 offices in Alabama, Florida and
     Texas.  Compass reported record earnings of $67.4 million
     for the first six months of 1996 and has a capital base
     of $701 million.  Shares of the company's common stock
     are traded through the NASDAQ national market system
     under the symbol CBSS.

                           SIGNATURES

      Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                              HORIZON BANCORP, INC.
                              Registrant




                              By:  /s/ Douglas B. Kadison
                              Douglas B. Kadison
                              President and Chief Executive
                              Officer



                              By: /s/ Paul A. Antrim
                              Paul A. Antrim
                              Executive Vice President and
                              Chief Financial Officer

Dated:  September 19, 1996
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SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549

                            FORM 8-K

                         CURRENT REPORT

                Pursuant to Section 13 or 15(d)
            of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 19,
1996

                        Horizon Bancorp, Inc.
      -----------------------------------------------------
      (Exact name of registrant as specified in its charter)

  Texas                     0-25096               74-2412835
- ----------                -----------            ------------
(State or other           (Commission           (IRS Employer
jurisdiction of            File Number)        Identification No.)
incorporation)

             5800 North MoPac, Austin, Texas  78731
       --------------------------------------------------
            (Address of principal executive offices)

Registrant's telephone number, including area code:  (512)371-0700

                          Not Applicable
  -------------------------------------------------------------
  (Former name or former address, if changed since last report)
Item 5.     Other Events.

      The registrant issued the following press release on
September 19, 1996:

          AUSTIN, Texas, Sept. 19, 1996 -- Horizon Bancorp,
     Inc. and its subsidiary, Horizon Bank & Trust, SSB, have
     signed a letter of intent to be acquired by Compass
     Bancshares, Inc.  The transaction will mark Compass'
     initial entry into the Austin market.

          The transaction will add $144 million in assets and
     eight locations to Compass' Texas franchise.  In addition
     to the bank's main location at 5800 North MoPac, Compass
     will add Horizon's locations at 505 Barton Springs Road,
     1509 West 38th Street, 1250 Capital of Texas Highway,
     13497 Anderson Mill Road, 2514 West Parmer Lane, 8610
     North MoPac and 201A West Taylor Avenue in Round Rock.

          "Entering Austin has been a priority of Compass'
     Texas strategy," said Charles E. McMahen, chairman and
     chief executive officer of Compass Banks of Texas, Inc. 
     "Uniting with Horizon will give Compass a presence in all
     of its targeted Texas markets and will create a solid
     position for us among the high growth I-35 corridor."

          "The merger with Compass will greatly benefit
     Horizon's customers as they will be able to be better
     served in the future," said Douglas B. Kadison, chairman,
     president and chief executive officer of Horizon Bank &
     Trust, SSB.  "Compass is a proven leader in building a
     strong, customer-oriented presence in Texas banking and
     is a perfect fit with our organization.  In addition,
     Compass brings to our customers and to Austin a
     wide-range of technologically-advanced and convenient
     products."

          "We have been looking to enter Austin for some time
     and are very fortunate to find a partner like Horizon
     that mirrors our commitment to relationship banking along
     with a mutual emphasis on banking small businesses, real
     estate and individuals," McMahen added.  "Compass'
     philosophy is one of relationship banking.  We have built
     our presence in Texas based on that principle by
     acquiring community banks and retaining the employees of
     those banks that have made the bank a success."

          McMahen also announced that Kadison, Charles
     Nichols, executive vice president, and Paul Antrim,
     executive vice president and chief financial officer,
     will remain as active parts of Compass' management team.
Terms of the transaction call for Compass to
     exchange shares of its common stock for all of the
     outstanding common stock of Horizon Bancorp, Inc.  The
     transaction is subject to execution of a definitive
     agreement and shareholder and regulatory approval and is
     expected to be completed during the first half of 1997.

          Upon completion of the acquisition, Compass will
     increase to 100 banking offices and more than $4.8
     billion in assets statewide, including the pending
     acquisitions of Texas American Bank in San Antonio and
     ProBank in Houston and offices under construction.

          Compass Bancshares, Inc. is a $10.8 billion banking
     holding company with 203 offices in Alabama, Florida and
     Texas.  Compass reported record earnings of $67.4 million
     for the first six months of 1996 and has a capital base
     of $701 million.  Shares of the company's common stock
     are traded through the NASDAQ national market system
     under the symbol CBSS.

                           SIGNATURES

      Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                              HORIZON BANCORP, INC.
                              Registrant

                              By:  /s/ Douglas B. Kadison
                              Douglas B. Kadison
                              President and Chief Executive
                              Officer

                              By: /s/ Paul A. Antrim
                              Paul A. Antrim
                              Executive Vice President and
                              Chief Financial Officer

Dated:  September 19, 1996