content: UNITED STATES
                         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) March 4, 1999
  
  
                           TRANSFINANCIAL HOLDINGS, INC.
               (Exact name of registrant as specified in its charter)
  
  
  
              State of Other Jurisdiction or Incorporation - Delaware
  
                          Commission File Number - 0-12321
  
                   IRS Employer Identification Number 46-0278762
  
  
  
                             8245 Nieman Rd., Suite 100
           Lenexa, Kansas 66214
  
                      (Address of Principal Executive Offices)
         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
  
  Amendment of Rights Plan
  
  
       On March 4, 1999, the Board of Directors of TransFinancial Holdings, Inc.
  (the "Company") amended and restated the rights agreement dated July 14, 1998.
  The amendments removed from the Company's rights plan provisions that required
  the approval of Continuing Directors for certain actions by the Board of
  Directors and removed references to the Crouse Family and TJS Partners, L.P.
  
  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 was 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 were amended by and are set forth in a First Amended and Restated Rights
  Agreement dated March 4, 1999, (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 pursuant to the terms of any such plan.
  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.
  
  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 after
  any person (except an exempt person) and that person's affiliates and associates
  acquires at least 50% of then outstanding shares of Common Stock.
  
  
  
  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, the Company may amend the Rights
  in any manner.  After the Rights are no longer redeemable, 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.
  
  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 limitation, 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 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 March 4, 1999, there were 13,000,000 shares of Common Stock
  authorized and approximately 3,932,372 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 received 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.    First Amended and Restated Rights Agreement dated as of March 4,
  1999, 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.
  
  
  
  
  
  
                                     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: March 5, 1999               By:  /s/Timothy P. O'Neil
  
                                            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 the
                          Securities Exchange Act of 1934
  
           Date of Report (Date of earliest event reported) March 4, 1999
  
                           TRANSFINANCIAL HOLDINGS, INC.
               (Exact name of registrant as specified in its charter)
  
              State of Other Jurisdiction or Incorporation - Delaware
  
                          Commission File Number - 0-12321
  
                   IRS Employer Identification Number 46-0278762
  
                             8245 Nieman Rd., Suite 100
           Lenexa, Kansas 66214
  
                      (Address of Principal Executive Offices)
         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
  
  Amendment of Rights Plan
  
       On March 4, 1999, the Board of Directors of TransFinancial Holdings, Inc.
  (the "Company") amended and restated the rights agreement dated July 14, 1998.
  The amendments removed from the Company's rights plan provisions that required
  the approval of Continuing Directors for certain actions by the Board of
  Directors and removed references to the Crouse Family and TJS Partners, L.P.
  
  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 was 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 were amended by and are set forth in a First Amended and Restated Rights
  Agreement dated March 4, 1999, (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 pursuant to the terms of any such plan.
  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.
  
  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 after
  any person (except an exempt person) and that person's affiliates and associates
  acquires at least 50% of then outstanding shares of Common Stock.
  
  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, the Company may amend the Rights
  in any manner.  After the Rights are no longer redeemable, 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.
  
  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 limitation, 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 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 March 4, 1999, there were 13,000,000 shares of Common Stock
  authorized and approximately 3,932,372 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 received 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.    First Amended and Restated Rights Agreement dated as of March 4,
  1999, 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.
  
                                     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: March 5, 1999               By:  /s/Timothy P. O'Neil
  
                                            Timothy P. O'Neil
                                            President