content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
  
           Date of Report (Date of earliest event reported) July 14, 1998
  
                           TRANSFINANCIAL HOLDINGS, INC.
               (Exact name of registrant as specified in its charter)
  
  
                Delaware                               0-12321
         (State or jurisdiction                (Commission File Number)
        other of incorporation)
  
               46-0278762
   (IRS Employer Identification No.)
  
  8245 Nieman Rd., Suite 100,  Lenexa, Kansas           66214
  
  (Address of principal executive offices)            (Zip Code)
  
  Registrant's telephone number, including area code (913) 859-0055
  
  
                               N/A
  (Former name or former address, if changed since last report)
  
  
  
  Item 5.   Other Events
  
  
  Declaration of Rights Dividend
  
       On July 14, 1998, the Board of Directors of TransFinancial Holdings, Inc.
  (the "Company") declared a dividend distribution of one Right for each
  outstanding share of Common Stock, $.01 par value per share, of the Company
  ("Common Stock").  The dividend is payable on July 27, 1998 to stockholders of
  record at the close of business on that date.  Each Right entitles the
  registered holder to purchase from the Company at any time following the
  Distribution Date (as defined below) a unit consisting of one one-hundredth of a
  share (a "Unit") of Series A Preferred Stock, $.01 par value per share (the
  "Preferred Stock"), at a purchase price of $50 per Unit (the "Purchase Price"),
  subject to adjustment as described below.  The description and terms of the
  Rights are set forth in a Rights Agreement dated July 14, 1998, (the "Rights
  Agreement") between the Company and UMB Bank, N.A., as Rights Agent.
  
       Rights will also be issued with respect to shares of Common Stock issued or
  transferred by the Company after July 27, 1998 and prior to the Distribution
  Date, and, under certain circumstances, Rights will be issued with respect to
  shares of Common Stock issued or transferred by the Company after the
  Distribution Date.
  
  
  Rights Initially Attached to and Trade with Common Stock
  
       Until the earlier of the Distribution Date or the date the Rights are
  redeemed or expire, (a) the Rights will be evidenced by Common Stock
  certificates and no separate Rights Certificates will be distributed, (b) the
  Rights will be transferable only in connection with the transfer of the
  underlying shares of Common Stock, (c) the surrender for transfer of any Common
  Stock certificate (with or without a copy of this Summary of Rights attached
  thereto) will also constitute the transfer of the Rights associated with the
  shares of Common Stock represented by such certificate and (d) new Common Stock
  certificates issued after July 27, 1998 will contain a notation incorporating
  the Rights Agreement by reference.  Stockholders will not be required to take
  any action in connection with the initial distribution of Rights on July 27,
  1998.
  
  
  When Rights Separate from Common Stock and Become Exercisable
  
       The Rights will separate from the Common Stock and become exercisable on
  the Distribution Date, which will occur upon the earlier of (i) the date of a
  public announcement or a public disclosure of facts by the Company or any Person
  (as defined in the Rights Agreement) that such Person has become an "Acquiring
  Person" (as defined below) and (ii) 10 business days (or such later date as the
  Board shall determine prior to such time as there is an Acquiring Person)
  following the commencement of, or announcement of an intention to make, a tender
  or exchange offer, the consummation of which would result in a Person becoming
  an Acquiring Person, with certain exceptions specified in the Rights Agreement.
  As soon as practicable after the Distribution Date, Rights Certificates will be
  mailed to holders of record of the Common Stock as of the close of business on
  the Distribution Date, and thereafter the separate Rights Certificates alone
  will represent the Rights. The Rights are not exercisable until the Distribution
  Date.
  
       Under the Rights Agreement, an Acquiring Person is a Person who, together
  with all affiliates and associates of such Person, and without the prior written
  approval of the Company, is the Beneficial Owner (as defined in the Rights
  Agreement) of 15% or more of the outstanding shares of Common Stock of the
  Company, subject to a number of exceptions set forth in the Rights Agreement.
  The Rights Agreement exempts certain persons from the definition of "Acquiring
  Person,"  including the Company, any subsidiary of the Company, any employee
  benefit plan of the Company or any subsidiary, and certain persons or entities
  organized, appointed or established for pursuant to the terms of any such plan.
  The Rights Agreement contains an exception for members of the Crouse family,
  provided that such members do not become the beneficial owners of additional
  shares of Common Stock.  Under the Rights Agreement, a Person shall not be an
  Acquiring Person if such Person acquires beneficial ownership of 15% or more of
  the outstanding shares of Common Stock pursuant to Qualifying Offer, which is a
  cash tender offer for all of the outstanding shares of Common Stock which meets
  certain conditions specified in the Rights Agreement.  The Rights Agreement
  contains exceptions for Persons who inadvertently become Acquiring Persons or
  who become Beneficial Owners of 15% or more of the outstanding Common Stock as a
  result of repurchases of stock by the Company, if certain conditions are
  satisfied.
  
       Under the Rights Agreement, none of Thomas J. Salvatore, TJS Partners,
  L.P., TJS Management, L.P. and TJS Corporation shall be an Acquiring Person
  solely as a result of the execution and delivery of a Stock Purchase Agreement
  (the "Stock Agreement") dated June 30, 1998 by and among TJS Partners, L.P. and
  certain members of the Crouse family.  The Stock Agreement provides for the
  purchase by TJS Partners, L.P. of certain shares of Common Stock held by certain
  members of the Crouse family.  There is no exception in the Rights Agreement for
  the actual purchase of shares by TJS Partners, L.P. from the Crouse family
  members pursuant to the Stock Agreement, for any amendment or modification of
  the Stock Agreement entered into by any one or more of such Persons or for any
  other agreement entered into by any one or more of such Persons..
  
  
  Adjustment of Rights upon Occurrence of a Triggering Event
  
       In the event that a Person becomes an Acquiring Person, each holder of a
  Right (except the Acquiring Person and certain other persons as described below)
  will no longer have the right to purchase Units of Preferred Stock, but instead
  will thereafter have the right to receive, upon exercise of the Right, shares of
  Common Stock (or, in certain circumstances, cash, property or other securities
  of the Company) having a Current Market Value (as defined in the Rights
  Agreement) equal to two times the then current exercise price of the Right.  For
  example, at a Purchase Price of $50 per Right, each Right not owned by an
  Acquiring Person (except as provided below) would entitle its holder to purchase
  $100 worth of Common Stock (or other consideration, as noted above) for $50.
  Assuming that the Common Stock has a per share value of $10 at such time, the
  holder of each valid Right would be entitled to purchase ten shares of Common
  Stock for $50.  Once a Person becomes an Acquiring Person, all Rights that are,
  or under certain circumstances were, beneficially owned by such Acquiring Person
  (or certain related parties) will be null and void.
  
       In the event that, at any time after a Person becomes an Acquiring Person,
  (i) the Company is acquired in a merger or other business combination
  transaction in which the Company is not the surviving corporation (other than a
  merger which follows a Qualifying Offer and satisfies certain other
  requirements), or (ii) 50% or more of the Company's assets or earning power is
  sold or transferred, each holder of a Right (except Rights which previously have
  been voided as set forth above) shall thereafter have the right to receive, upon
  exercise, common stock of the acquiring company having a value equal to two
  times the then current Purchase Price of the Right.
  
       The events set forth in this paragraph and in the preceding paragraph which
  allow Rights to be exercised are referred to as "Triggering Events."
  
  
  Exchange of Rights
  
       At any time after any Person becomes an Acquiring Person, the Board of
  Directors of the Company may, at its option, exchange the Rights (except Rights
  which previously have been voided as set forth above), in whole or in part, at
  an exchange ratio of one share of Common Stock for each Right, subject to
  adjustment for any stock split, stock dividend or similar transaction occurring
  after July 14, 1998.  The Board of Directors may not cause the exchange unless
  at the time such exchange is approved a majority of the members of the Board of
  Directors are Continuing Directors (as defined below) and the exchange is
  approved by a majority of such Continuing Directors.
  
  
  Redemption of Rights
  
       At any time prior to any Person becoming an Acquiring Person, the Company
  may order that all Rights be redeemed at a price of $.01 per Right (payable in
  cash, Common Stock or other consideration deemed appropriate by the Board of
  Directors), subject to adjustment for any stock split, stock dividend or similar
  transaction occurring after July 14, 1998 (the "Redemption Price").  Immediately
  upon the effectiveness of the action of the Board of Directors ordering
  redemption of the Rights, the right to exercise the Rights will terminate and
  the holders of the Rights will only be entitled to receive the Redemption Price
  for each Right so held.
  
  
  Amendment of Rights
  
       For so long as the Rights are redeemable and Continuing Directors
  constitute a majority of the Board of Directors, the Company may amend the
  Rights in any manner.  After the Rights are no longer redeemable and at any time
  at which Continuing Directors do not constitute a majority of the Board of
  Directors, neither the Redemption Price nor the Final Expiration Date may be
  changed, and the Agreement may not otherwise be amended or supplemented in any
  manner which would change the terms of the Rights so as to affect them adversely
  and/or adversely affect the interests of the holders of the Rights.
  
  Approval by Continuing Directors
  
       For a period of one-hundred eighty (180) days from and after July 14, 1998
  and for a period of one-hundred eighty (180) days from and after the time at
  which any Person becomes an Acquiring Person, the Board of Directors may not
  take or approve any action or exercise any rights or powers under the Rights
  Agreement, including without limitation causing the Company to redeem Rights,
  unless at the time such action is approved or taken or such rights or powers are
  exercised by the Board of Directors a majority of the members of the Board of
  Directors are Continuing Directors and the action or exercise is approved by a
  majority of such Continuing Directors. "Continuing Director" is defined as any
  member of the Board of Directors of the Company who (a) is a member of the Board
  of Directors at the close of business on July 14, 1998 or (b) subsequently
  becomes a member of the Board of Directors, if such Person's nomination for
  election or election to the Board of Directors is recommended or approved by a
  majority of the then Continuing Directors provided, however, that no person or
  entity who has on July 14, 1998, or had at any time within a period of ninety
  (90) days immediately preceding July 14, 1998, any agreement, arrangement or
  understanding with any member of the Salvatore Group (as defined in the
  Agreement) to remain on the Board of Directors or to serve on the Board of
  Directors, shall be a Continuing Director for purposes of the Agreement.
  
  
  Terms of Preferred Stock
  
       Each Unit of Preferred Stock (consisting of one one-hundredth of a share of
  Preferred Stock) that is issuable upon exercise of the Rights after the
  Distribution Date and prior to the occurrence of a Triggering Event is intended
  to have approximately the same economic rights and voting power as a share of
  Common Stock, and the value of a Unit of Preferred Stock should approximate the
  value of one share of Common Stock.  Each share of Preferred Stock will be
  entitled to dividend payments equal to 100 times the aggregate per share amount
  of all dividends (other than a dividend payable in Common Stock) declared per
  share of Common Stock.  In the event of liquidation, the holders of shares of
  Preferred Stock will be entitled to the greater of (a) a minimum preferential
  liquidation payment of $100 per share, plus accrued dividends, or (b) 100 times
  the aggregate amount to be distributed per share of Common Stock.  Each share of
  Preferred Stock will have 100 votes, voting together with, and on the same
  matters as, the Common Stock.  In the event of any merger, consolidation or
  other transaction in which shares of Common Stock are exchanged for or changed
  into other stock, securities, cash and/or other property, each share of
  Preferred Stock will be entitled to receive 100 times the amount received per
  share of Common Stock.  These rights are protected by customary anti-dilution
  provisions. Shares of Preferred Stock are not redeemable.  Pursuant to the
  Rights Agreement, the Company reserves the right to require, prior to the
  occurrence of a Triggering Event, that upon any exercise of Rights a number of
  Rights be exercised so that only whole shares of Preferred Stock will be issued.
  
  
  Adjustment of Rights and Securities Upon Certain Events
  
       The Purchase Price payable, and the number of Units of Preferred Stock or
  other securities or property issuable, upon exercise of the Rights are subject
  to adjustment from time to time to prevent dilution (i) in the event of a stock
  dividend on, or a subdivision, combination or reclassification of, the Preferred
  Stock, or (ii) upon the distribution to holders of the Preferred Stock of
  certain rights, options, warrants, evidences of indebtedness or assets
  (excluding regular quarterly cash dividends).  No adjustment in the Purchase
  Price will be required until cumulative adjustments amount to at least 1% of the
  Purchase Price.  The Company is not required to issue fractional Units; in lieu
  thereof, the Company may pay cash for such fractional Units based on the market
  price of the Preferred Stock on the last trading date prior to the date of
  exercise.
  
       The number of outstanding Rights attached to each share of Common Stock and
  the number of Units of Preferred Stock purchasable upon exercise of a Right are
  also subject to adjustment in the event of a stock split of the Common Stock or
  a stock dividend on the Common Stock payable in shares of Common Stock or a
  subdivision or combination of the shares of Common Stock, occurring prior to the
  Distribution Date.
  
  Rights Holder Not a Stockholder
  
       Until a Right is exercised, the holder thereof, as such, will have no
  rights as a stockholder of the Company, including, without limitations, the
  right to vote or to receive dividends.  The holders of Rights will be able to
  vote and receive dividends on the Common Stock that they hold.
  Tax Consequences
  
       While the current distribution of the Rights will not be taxable to
  stockholders or to the Company, stockholders might, depending upon the
  circumstances, realize taxable income in the event that the Rights become
  severable from the Common Stock and will likely realize taxable income in the
  event such Rights become exercisable for common stock of the acquiring company
  as set forth above or are exchanged as provided above.
  
  
  Expiration of Rights
  
       The Rights will expire at the close of business on July 14, 2008, unless
  the Company redeems or exchanges the Rights prior to such date, in each case as
  described above.
  
  
  Number of Rights to be Outstanding
  
       As of July 14, 1998, there were 13,000,000 shares of Common Stock
  authorized and approximately 6,031,657 shares issued and outstanding.
  Additional shares have been reserved for issuance pursuant to employee benefit
  plans.  Each share of Common Stock outstanding at the close of business July 27,
  1998 will receive one Right.  Rights will also be issued with respect to shares
  of Common Stock issued or transferred by the Company after July 27, 1998 and
  prior to the Distribution Date, and, under certain circumstances, Rights will be
  issued with respect to shares of Common Stock issued or transferred by the
  Company after the Distribution Date.
  
  
  Rights Agreement
  
       This summary description of the Rights does not purport to be complete and
  is qualified in its entirety by reference to the Rights Agreement and the
  exhibits thereto, filed herewith as Exhibit 1, which is incorporated herein by
  reference.
  
  
  
  
  
  
  Item 7.   Financial Statements and Exhibits.
  
  
       1.   Rights Agreement dated as of July 14, 1998, between TransFinancial
  Holdings, Inc. and UMB Bank, N.A., as Rights Agent, which includes as Exhibit A,
  the Certificate of Designations Preferences and Rights of Series A Preferred
  Stock, as Exhibit B, the Form of Rights Certificate, and as Exhibit C, the
  Summary of Rights to Purchase Preferred Stock.
  
       2.   Press Release of TransFinancial Holdings, Inc. dated July 15, 1998
                                     SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned, thereto duly authorized.
  
                                TRANSFINANCIAL HOLDINGS, INC.
  
  
  Date:  July 15, 1998       By:
                                Timothy P. O'Neil
                                President
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text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
  
           Date of Report (Date of earliest event reported) July 14, 1998
  
                           TRANSFINANCIAL HOLDINGS, INC.
               (Exact name of registrant as specified in its charter)
  
                Delaware                               0-12321
         (State or jurisdiction                (Commission File Number)
        other of incorporation)
  
               46-0278762
   (IRS Employer Identification No.)
  
  8245 Nieman Rd., Suite 100,  Lenexa, Kansas           66214
  
  (Address of principal executive offices)            (Zip Code)
  
  Registrant's telephone number, including area code (913) 859-0055
  
                               N/A
  (Former name or former address, if changed since last report)
  
  Item 5.   Other Events
  
  Declaration of Rights Dividend
  
       On July 14, 1998, the Board of Directors of TransFinancial Holdings, Inc.
  (the "Company") declared a dividend distribution of one Right for each
  outstanding share of Common Stock, $.01 par value per share, of the Company
  ("Common Stock").  The dividend is payable on July 27, 1998 to stockholders of
  record at the close of business on that date.  Each Right entitles the
  registered holder to purchase from the Company at any time following the
  Distribution Date (as defined below) a unit consisting of one one-hundredth of a
  share (a "Unit") of Series A Preferred Stock, $.01 par value per share (the
  "Preferred Stock"), at a purchase price of $50 per Unit (the "Purchase Price"),
  subject to adjustment as described below.  The description and terms of the
  Rights are set forth in a Rights Agreement dated July 14, 1998, (the "Rights
  Agreement") between the Company and UMB Bank, N.A., as Rights Agent.
  
       Rights will also be issued with respect to shares of Common Stock issued or
  transferred by the Company after July 27, 1998 and prior to the Distribution
  Date, and, under certain circumstances, Rights will be issued with respect to
  shares of Common Stock issued or transferred by the Company after the
  Distribution Date.
  
  Rights Initially Attached to and Trade with Common Stock
  
       Until the earlier of the Distribution Date or the date the Rights are
  redeemed or expire, (a) the Rights will be evidenced by Common Stock
  certificates and no separate Rights Certificates will be distributed, (b) the
  Rights will be transferable only in connection with the transfer of the
  underlying shares of Common Stock, (c) the surrender for transfer of any Common
  Stock certificate (with or without a copy of this Summary of Rights attached
  thereto) will also constitute the transfer of the Rights associated with the
  shares of Common Stock represented by such certificate and (d) new Common Stock
  certificates issued after July 27, 1998 will contain a notation incorporating
  the Rights Agreement by reference.  Stockholders will not be required to take
  any action in connection with the initial distribution of Rights on July 27,
  1998.
  
  When Rights Separate from Common Stock and Become Exercisable
  
       The Rights will separate from the Common Stock and become exercisable on
  the Distribution Date, which will occur upon the earlier of (i) the date of a
  public announcement or a public disclosure of facts by the Company or any Person
  (as defined in the Rights Agreement) that such Person has become an "Acquiring
  Person" (as defined below) and (ii) 10 business days (or such later date as the
  Board shall determine prior to such time as there is an Acquiring Person)
  following the commencement of, or announcement of an intention to make, a tender
  or exchange offer, the consummation of which would result in a Person becoming
  an Acquiring Person, with certain exceptions specified in the Rights Agreement.
  As soon as practicable after the Distribution Date, Rights Certificates will be
  mailed to holders of record of the Common Stock as of the close of business on
  the Distribution Date, and thereafter the separate Rights Certificates alone
  will represent the Rights. The Rights are not exercisable until the Distribution
  Date.
  
       Under the Rights Agreement, an Acquiring Person is a Person who, together
  with all affiliates and associates of such Person, and without the prior written
  approval of the Company, is the Beneficial Owner (as defined in the Rights
  Agreement) of 15% or more of the outstanding shares of Common Stock of the
  Company, subject to a number of exceptions set forth in the Rights Agreement.
  The Rights Agreement exempts certain persons from the definition of "Acquiring
  Person,"  including the Company, any subsidiary of the Company, any employee
  benefit plan of the Company or any subsidiary, and certain persons or entities
  organized, appointed or established for pursuant to the terms of any such plan.
  The Rights Agreement contains an exception for members of the Crouse family,
  provided that such members do not become the beneficial owners of additional
  shares of Common Stock.  Under the Rights Agreement, a Person shall not be an
  Acquiring Person if such Person acquires beneficial ownership of 15% or more of
  the outstanding shares of Common Stock pursuant to Qualifying Offer, which is a
  cash tender offer for all of the outstanding shares of Common Stock which meets
  certain conditions specified in the Rights Agreement.  The Rights Agreement
  contains exceptions for Persons who inadvertently become Acquiring Persons or
  who become Beneficial Owners of 15% or more of the outstanding Common Stock as a
  result of repurchases of stock by the Company, if certain conditions are
  satisfied.
  
       Under the Rights Agreement, none of Thomas J. Salvatore, TJS Partners,
  L.P., TJS Management, L.P. and TJS Corporation shall be an Acquiring Person
  solely as a result of the execution and delivery of a Stock Purchase Agreement
  (the "Stock Agreement") dated June 30, 1998 by and among TJS Partners, L.P. and
  certain members of the Crouse family.  The Stock Agreement provides for the
  purchase by TJS Partners, L.P. of certain shares of Common Stock held by certain
  members of the Crouse family.  There is no exception in the Rights Agreement for
  the actual purchase of shares by TJS Partners, L.P. from the Crouse family
  members pursuant to the Stock Agreement, for any amendment or modification of
  the Stock Agreement entered into by any one or more of such Persons or for any
  other agreement entered into by any one or more of such Persons..
  
  Adjustment of Rights upon Occurrence of a Triggering Event
  
       In the event that a Person becomes an Acquiring Person, each holder of a
  Right (except the Acquiring Person and certain other persons as described below)
  will no longer have the right to purchase Units of Preferred Stock, but instead
  will thereafter have the right to receive, upon exercise of the Right, shares of
  Common Stock (or, in certain circumstances, cash, property or other securities
  of the Company) having a Current Market Value (as defined in the Rights
  Agreement) equal to two times the then current exercise price of the Right.  For
  example, at a Purchase Price of $50 per Right, each Right not owned by an
  Acquiring Person (except as provided below) would entitle its holder to purchase
  $100 worth of Common Stock (or other consideration, as noted above) for $50.
  Assuming that the Common Stock has a per share value of $10 at such time, the
  holder of each valid Right would be entitled to purchase ten shares of Common
  Stock for $50.  Once a Person becomes an Acquiring Person, all Rights that are,
  or under certain circumstances were, beneficially owned by such Acquiring Person
  (or certain related parties) will be null and void.
  
       In the event that, at any time after a Person becomes an Acquiring Person,
  (i) the Company is acquired in a merger or other business combination
  transaction in which the Company is not the surviving corporation (other than a
  merger which follows a Qualifying Offer and satisfies certain other
  requirements), or (ii) 50% or more of the Company's assets or earning power is
  sold or transferred, each holder of a Right (except Rights which previously have
  been voided as set forth above) shall thereafter have the right to receive, upon
  exercise, common stock of the acquiring company having a value equal to two
  times the then current Purchase Price of the Right.
  
       The events set forth in this paragraph and in the preceding paragraph which
  allow Rights to be exercised are referred to as "Triggering Events."
  
  Exchange of Rights
  
       At any time after any Person becomes an Acquiring Person, the Board of
  Directors of the Company may, at its option, exchange the Rights (except Rights
  which previously have been voided as set forth above), in whole or in part, at
  an exchange ratio of one share of Common Stock for each Right, subject to
  adjustment for any stock split, stock dividend or similar transaction occurring
  after July 14, 1998.  The Board of Directors may not cause the exchange unless
  at the time such exchange is approved a majority of the members of the Board of
  Directors are Continuing Directors (as defined below) and the exchange is
  approved by a majority of such Continuing Directors.
  
  Redemption of Rights
  
       At any time prior to any Person becoming an Acquiring Person, the Company
  may order that all Rights be redeemed at a price of $.01 per Right (payable in
  cash, Common Stock or other consideration deemed appropriate by the Board of
  Directors), subject to adjustment for any stock split, stock dividend or similar
  transaction occurring after July 14, 1998 (the "Redemption Price").  Immediately
  upon the effectiveness of the action of the Board of Directors ordering
  redemption of the Rights, the right to exercise the Rights will terminate and
  the holders of the Rights will only be entitled to receive the Redemption Price
  for each Right so held.
  
  Amendment of Rights
  
       For so long as the Rights are redeemable and Continuing Directors
  constitute a majority of the Board of Directors, the Company may amend the
  Rights in any manner.  After the Rights are no longer redeemable and at any time
  at which Continuing Directors do not constitute a majority of the Board of
  Directors, neither the Redemption Price nor the Final Expiration Date may be
  changed, and the Agreement may not otherwise be amended or supplemented in any
  manner which would change the terms of the Rights so as to affect them adversely
  and/or adversely affect the interests of the holders of the Rights.
  
  Approval by Continuing Directors
  
       For a period of one-hundred eighty (180) days from and after July 14, 1998
  and for a period of one-hundred eighty (180) days from and after the time at
  which any Person becomes an Acquiring Person, the Board of Directors may not
  take or approve any action or exercise any rights or powers under the Rights
  Agreement, including without limitation causing the Company to redeem Rights,
  unless at the time such action is approved or taken or such rights or powers are
  exercised by the Board of Directors a majority of the members of the Board of
  Directors are Continuing Directors and the action or exercise is approved by a
  majority of such Continuing Directors. "Continuing Director" is defined as any
  member of the Board of Directors of the Company who (a) is a member of the Board
  of Directors at the close of business on July 14, 1998 or (b) subsequently
  becomes a member of the Board of Directors, if such Person's nomination for
  election or election to the Board of Directors is recommended or approved by a
  majority of the then Continuing Directors provided, however, that no person or
  entity who has on July 14, 1998, or had at any time within a period of ninety
  (90) days immediately preceding July 14, 1998, any agreement, arrangement or
  understanding with any member of the Salvatore Group (as defined in the
  Agreement) to remain on the Board of Directors or to serve on the Board of
  Directors, shall be a Continuing Director for purposes of the Agreement.
  
  Terms of Preferred Stock
  
       Each Unit of Preferred Stock (consisting of one one-hundredth of a share of
  Preferred Stock) that is issuable upon exercise of the Rights after the
  Distribution Date and prior to the occurrence of a Triggering Event is intended
  to have approximately the same economic rights and voting power as a share of
  Common Stock, and the value of a Unit of Preferred Stock should approximate the
  value of one share of Common Stock.  Each share of Preferred Stock will be
  entitled to dividend payments equal to 100 times the aggregate per share amount
  of all dividends (other than a dividend payable in Common Stock) declared per
  share of Common Stock.  In the event of liquidation, the holders of shares of
  Preferred Stock will be entitled to the greater of (a) a minimum preferential
  liquidation payment of $100 per share, plus accrued dividends, or (b) 100 times
  the aggregate amount to be distributed per share of Common Stock.  Each share of
  Preferred Stock will have 100 votes, voting together with, and on the same
  matters as, the Common Stock.  In the event of any merger, consolidation or
  other transaction in which shares of Common Stock are exchanged for or changed
  into other stock, securities, cash and/or other property, each share of
  Preferred Stock will be entitled to receive 100 times the amount received per
  share of Common Stock.  These rights are protected by customary anti-dilution
  provisions. Shares of Preferred Stock are not redeemable.  Pursuant to the
  Rights Agreement, the Company reserves the right to require, prior to the
  occurrence of a Triggering Event, that upon any exercise of Rights a number of
  Rights be exercised so that only whole shares of Preferred Stock will be issued.
  
  Adjustment of Rights and Securities Upon Certain Events
  
       The Purchase Price payable, and the number of Units of Preferred Stock or
  other securities or property issuable, upon exercise of the Rights are subject
  to adjustment from time to time to prevent dilution (i) in the event of a stock
  dividend on, or a subdivision, combination or reclassification of, the Preferred
  Stock, or (ii) upon the distribution to holders of the Preferred Stock of
  certain rights, options, warrants, evidences of indebtedness or assets
  (excluding regular quarterly cash dividends).  No adjustment in the Purchase
  Price will be required until cumulative adjustments amount to at least 1% of the
  Purchase Price.  The Company is not required to issue fractional Units; in lieu
  thereof, the Company may pay cash for such fractional Units based on the market
  price of the Preferred Stock on the last trading date prior to the date of
  exercise.
  
       The number of outstanding Rights attached to each share of Common Stock and
  the number of Units of Preferred Stock purchasable upon exercise of a Right are
  also subject to adjustment in the event of a stock split of the Common Stock or
  a stock dividend on the Common Stock payable in shares of Common Stock or a
  subdivision or combination of the shares of Common Stock, occurring prior to the
  Distribution Date.
  
  Rights Holder Not a Stockholder
  
       Until a Right is exercised, the holder thereof, as such, will have no
  rights as a stockholder of the Company, including, without limitations, the
  right to vote or to receive dividends.  The holders of Rights will be able to
  vote and receive dividends on the Common Stock that they hold.
  Tax Consequences
  
       While the current distribution of the Rights will not be taxable to
  stockholders or to the Company, stockholders might, depending upon the
  circumstances, realize taxable income in the event that the Rights become
  severable from the Common Stock and will likely realize taxable income in the
  event such Rights become exercisable for common stock of the acquiring company
  as set forth above or are exchanged as provided above.
  
  Expiration of Rights
  
       The Rights will expire at the close of business on July 14, 2008, unless
  the Company redeems or exchanges the Rights prior to such date, in each case as
  described above.
  
  Number of Rights to be Outstanding
  
       As of July 14, 1998, there were 13,000,000 shares of Common Stock
  authorized and approximately 6,031,657 shares issued and outstanding.
  Additional shares have been reserved for issuance pursuant to employee benefit
  plans.  Each share of Common Stock outstanding at the close of business July 27,
  1998 will receive one Right.  Rights will also be issued with respect to shares
  of Common Stock issued or transferred by the Company after July 27, 1998 and
  prior to the Distribution Date, and, under certain circumstances, Rights will be
  issued with respect to shares of Common Stock issued or transferred by the
  Company after the Distribution Date.
  
  Rights Agreement
  
       This summary description of the Rights does not purport to be complete and
  is qualified in its entirety by reference to the Rights Agreement and the
  exhibits thereto, filed herewith as Exhibit 1, which is incorporated herein by
  reference.
  
  Item 7.   Financial Statements and Exhibits.
  
       1.   Rights Agreement dated as of July 14, 1998, between TransFinancial
  Holdings, Inc. and UMB Bank, N.A., as Rights Agent, which includes as Exhibit A,
  the Certificate of Designations Preferences and Rights of Series A Preferred
  Stock, as Exhibit B, the Form of Rights Certificate, and as Exhibit C, the
  Summary of Rights to Purchase Preferred Stock.
  
       2.   Press Release of TransFinancial Holdings, Inc. dated July 15, 1998
                                     SIGNATURE
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned, thereto duly authorized.
  
                                TRANSFINANCIAL HOLDINGS, INC.
  
  Date:  July 15, 1998       By:
                                Timothy P. O'Neil
                                President