<PAGE> 1
     As Filed With the Securities and Exchange Commission on April 1, 1996
                                                 Registration No. 33-__________

===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549

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

                               --------------
                              MAGNA GROUP, INC.
         (Exact name of issuer as specified in its charter)

               DELAWARE                                     37-0996453
   (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                       Identification No.)
                               One Magna Place
                      1401 South Brentwood Boulevard
                      St. Louis, Missouri 63144-1401
                (Address of Principal Executive Offices)

                              MAGNA GROUP, INC.
                     1996 LONG TERM PERFORMANCE PLAN
                         (Full title of the plan)

                              ---------------
                              G. THOMAS ANDES
                    Chairman and Chief Executive Officer
                              Magna Group, Inc.
                      1401 South Brentwood Boulevard
                      St. Louis, Missouri 63144-1401
                 (Name and address of agent for service)
                        Telephone:  (314) 963-2500

                         ------------------------
                                 Copy to:
                       Gerard K. Sandweg, Jr., Esq.
                              Thompson Coburn
                           One Mercantile Center
                        St. Louis, Missouri  63101
                        Telephone:  (314) 231-7676

                        --------------------------

<TABLE>
                                                  CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
     Title of each class of               Amount to be             Proposed             Proposed maximum             Amount of
  securities to be registered              registered          maximum offering        aggregate offering         registration fee
                                                              price per unit <F2>          price <F2>
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                     <C>                    <C>                        <C>
Common Stock, $2.00 par value <F1>          1,000,000               $22.375                $22,375,000                $7,715.60
                                              shares
====================================================================================================================================
<FN>
  <F1> Includes one attached Preferred Share Purchase Right per share.
  <F2> Estimated solely for the purposes of computing the Registration Fee
       pursuant to the provisions of Rule 457(c), and based upon the average of
       the high and low sales prices of Magna Group, Inc. Common Stock, $2.00
       par value, as reported by The Nasdaq Stock Market, Inc. on March 25,
       1996.
</TABLE>

                         -------------------------

    This Registration Statement shall become effective in accordance with the
provisions of Rule 462 promulgated under the Securities Act of 1933.



<PAGE> 2
        The undersigned registrant hereby files this Registration
Statement on Form S-8 (the "Registration Statement") to register
shares of Magna Group, Inc. ("Magna") Common Stock, $2.00 par
value, and attached Preferred Share Purchase Rights of Magna, for
issuance to optionees under the Magna Group, Inc. 1996 Long Term
Performance Plan (the "Plan").

Item 3. Incorporation of Documents by Reference.
        ---------------------------------------

        The following documents filed by Magna with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by
reference:

        (a)    Magna's Annual Report on Form 10-K for the fiscal
               year ended December 31, 1995;

        (b)    Magna's Current Report on Form 8-K dated
               January 24, 1996;

        (c)    The description of Magna Common Stock set forth in
               Magna's Registration Statement on Form S-1 (File No.
               2-96545) filed on March 20, 1985, including any amendment or
               report filed for the purpose of updating such description; and

        (d)    The description of Magna's Preferred Stock Purchase Rights set
               forth in Item 1 of Magna's Registration Statement on Form 8-A,
               filed November 11, 1988 (File No. 0-8234), including any
               amendment or report filed for the purpose of updating such
               description.

        All documents filed by Magna pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold, and
all amendments or supplements filed with respect to the documents listed in
(a), (b) or (c) above, shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of filing of
such document.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

        Copies of all documents incorporated by reference into this
Registration Statement, other than exhibits to such documents (unless the
exhibits are specifically incorporated by reference into such documents), will
be provided without charge to each person to whom a Prospectus with respect to
the Plan is delivered, upon oral or written request by such person to Gary D.
Hemmer, Executive Vice President, Administration, Magna Group, Inc., One Magna
Place, 1401 South Brentwood Boulevard, St. Louis, Missouri 63144-1401,
telephone: (314) 963-2500.

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

        Thompson Coburn, legal counsel to Magna, has rendered a legal opinion
with respect to the validity of the securities being registered hereby and
certain other legal matters.  As of February 29, 1996, certain lawyers of the
firm beneficially owned an aggregate of 44,681 shares of Magna Common Stock.

                                    - 2 -
<PAGE> 3
Item 6. Indemnification of Directors and Officers.
        -----------------------------------------

        Section 102(b)(7) of the Delaware General Corporation Law
("DGCL") permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockowners for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockowners, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for payments of
unlawful dividends or unlawful stock repurchases or redemptions or
(iv) for any transaction from which the director derived an
improper personal benefit.  Magna's Certificate of Incorporation,
as amended, contains such a provision.

        Section 145 of the DGCL provides that a corporation may
indemnify directors and officers as well as other employees and
individuals 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 corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe their conduct was unlawful.  A similar standard
is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys'
fees) incurred in connection with defense or settlement of such
action, and the statute requires court approval before there can
be any indemnification where the person seeking indemnification
has been found liable to the corporation.  The statute provides
that it is not exclusive of other indemnification that may be
granted by a corporation's charter, bylaws, disinterested director
vote, shareowner vote, agreement or otherwise.

        Article 12 of Magna's Certificate of Incorporation, as
amended, provides for the elimination of personal liability of
directors of Magna to Magna and its stockholders for monetary
damages arising from certain breaches of directors' duty of care.
In addition, Article 12 provides for the indemnification of
persons who are or were directors, officers, employees and agents
of Magna or who are or were serving at the request of Magna in a
similar capacity with another enterprise or entity to the fullest
extent authorized by the DGCL.  Article 12 also authorizes Magna
to purchase insurance for itself and indemnify persons against any
expense, liability or loss whether or not Magna would have the
power to indemnify such expense, liability or loss under the DGCL.
Magna maintains a liability insurance policy which indemnifies
directors, officers, employees and agents of Magna.

        As part of the acquisition of Landmark, Magna assumed
Landmark's obligations under indemnification agreements with
Landmark's directors (including certain directors who are
currently directors of Magna) and obligations under an employment
agreement between Landmark and S. Lee Kling (also a current
director of Magna).

Item 8. Exhibits.
        --------

See Exhibit Index located at page 8 hereof.

                                    - 3-
<PAGE> 4
Item 9. Undertakings.
        ------------

        (a)    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 this registration
               statement (or the most recent post-effective amendment hereof)
               which, individually or in the aggregate, represent a fundamental
               change in the information set forth in this registration
               statement;

                           (iii) To include any material information with
               respect to the plan of distribution not previously disclosed in
               this registration statement or any material change to such
               information in this registration statement;

provided, however, that paragraphs (i) and (ii) do not apply if
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 Section 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.

        (b)    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 this
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.

        (c)    The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

                                    - 4 -
<PAGE> 5
        (d)    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.

                                    - 5 -
<PAGE> 6
                             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 Brentwood,
State of Missouri, on the 1st day of April, 1996.

                                       MAGNA GROUP, INC.


                                       By  /s/ G. Thomas Andes
                                         --------------------------------------
                                           G. Thomas Andes, Chairman of the
                                           Board and Chief Executive Officer


                         POWER OF ATTORNEY

      We, the undersigned officers and directors of Magna Group,
Inc., hereby severally and individually constitute and appoint G.
Thomas Andes and Carolyn B. Ryseff, and each of them, the true and
lawful attorneys and agents of each of us to execute in the name,
place and stead of each of us (individually and in any capacity
stated below) any and all amendments to this Registration
Statement on Form S-8 and all instruments necessary or advisable
in connection therewith and to file the same with the Securities
and Exchange Commission, each of said attorneys and agents to have
the power to act with or without the others and to have full power
and authority to do and perform in the name and on behalf of each
of the undersigned every act whatsoever necessary or advisable to
be done in the premises as fully and to all intents and purposes
as any of the undersigned might or could do in person, and we
hereby ratify and confirm our signatures as they may be signed by
our said attorneys and agents or each of them to any and all such
amendments and instruments.

      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 date indicated.

<TABLE>
<CAPTION>

        Signature                       Title                              Date
        ---------                       -----                              ----

<C>                                 <S>                           <C>
  /s/ G. Thomas Andes               Chairman of the Board,        April 1, 1996
- ------------------------------      Chief Executive
G. Thomas Andes                     Officer and Director
Principal Executive Officer


  /s/ Ronald A. Buerges             Senior Vice President,        April 1, 1996
- ------------------------------      Corporate Finance and
Ronald A. Buerges                   Acting Chief Financial Officer
Principal Financial Officer--
Principal Accounting Officer


                                    Director                      April -----, 1996
- ------------------------------
James A. Auffenburg, Jr.

                                    - 6 -
<PAGE> 7
<CAPTION>

        Signature                       Title                              Date
        ---------                       -----                              ----

<C>                                 <S>                           <C>
  /s/ William E. Cribbin            Director                      April 1, 1996
- ------------------------------
William E. Cribbin


  /s/ Wayne T. Ewing                Director                      April 1, 1996
- ------------------------------
Wayne T. Ewing


  /s/ Donald P. Gallop              Director                      April 1, 1996
- ------------------------------
Donald P. Gallop


  /s/ C.E. Heilingenstein           Director                      April 1, 1996
- ------------------------------
C.E. Heilingenstein


  /s/ John G. Helmkamp, Jr.         Director                      April 1, 1996
- ------------------------------
John G. Helmkamp, Jr.


  /s/ Carl G. Hogan, Jr.            Director                      April 1, 1996
- ------------------------------
Carl G. Hogan, Sr.


  /s/ Franklin A. Jacobs            Director                      April 1, 1996
- ------------------------------
Franklin A. Jacobs


                                    Director                      April -----, 1996
- ------------------------------
Wendell J. Kelley


  /s/ S. Lee Kling                  Director                      April 1, 1996
- ------------------------------
S. Lee Kling


  /s/ Ralph F. Korte                Director                      April 1, 1996
- ------------------------------
Ralph F. Korte


  /s/ Robert E. McGlynn             Director                      April 1, 1996
- ------------------------------
Robert E. McGlynn


                                    Director                      April -----, 1996
- ------------------------------
Frank R. Trulaske, III


/s/ Dr. George T. Wilkins, Jr.      Director                      April 1, 1996
- ------------------------------
Dr. George T. Wilkins, Jr.
</TABLE>

                                    - 7 -
<PAGE> 8

<TABLE>
                                          EXHIBIT INDEX
                                          -------------

<CAPTION>
 Exhibit No.                                                                                 Page
 -----------                                                                                 ----
     <C>           <S>                                                                       <C>
     4.1           Form of Indenture, including form of Note, between Magna
                   and Mark Twain Bank, as trustee, dated August 1, 1987 for
                   the 7% Convertible Subordinated Capital Notes Due 1999
                   (filed as Exhibit 1 to Magna's Registration Statement on
                   Form 8-A dated June 15, 1988 (File No. 0-8234) and
                   incorporated herein by reference)

     4.2           Indenture dated as of November 1, 1986 between Landmark
                   Bancshares Corporation (hereinafter "Landmark") and Centerre
                   Trust Company of St. Louis, regarding the issuance of
                   $17,250,000 principal amount of Landmark's 8-3/4%
                   Convertible Subordinated Debentures due November 1, 1998
                   (filed as Exhibit 4(c) to Landmark's Annual Report on Form
                   10-K for the year ended December 31, 1986 (File No. 1-8810)
                   and incorporated herein by reference)

     4.3           First Supplemental Indenture dated December 20, 1991 among
                   Magna, Magna Acquisition Corporation and Boatmen's National
                   Bank of St. Louis as successor to Centerre Trust Company of
                   St. Louis, Trustee, assuming the obligations of Landmark
                   under the Indenture dated November 1, 1986 (filed as Exhibit
                   4.2 to Magna's Current Report on Form 8-K dated December 20,
                   1991 (File No. 0-8234) and incorporated herein by reference)

     4.4           Rights Agreement, including form of Right Certificate dated
                   as of November 11, 1988 between Magna and Magna Trust
                   Company, Trustee (filed as Exhibits 1 and 2 to Magna's
                   Registration Statement on Form 8-A dated November 11, 1988
                   (File No. 0-8234) and incorporated herein by reference)

     5             Opinion of Thompson Coburn as to the legality of the
                   securities to be registered

     23.1          Consent of Ernst & Young LLP

     23.2          Consent of Thompson Coburn (contained in Exhibit 5)

     24            Power of Attorney (contained on signature page)

     99            Magna Group, Inc. 1996 Long Term Performance Plan
</TABLE>



                                    - 8 -
[{"type": "S-8", "sequence": "1", "description": "MAGNA GROUP, INC. FORM S-8", "secsgml_size_bytes": 23606}]
{"company-data": {"conformed-name": "MAGNA GROUP INC", "cik": "0000036094", "assigned-sic": "6021", "irs-number": "370996453", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02125", "film-number": "96543376"}, "business-address": {"street1": "ONE MAGNA PLACE", "street2": "1401 S BRENTWOOD BLVD", "city": "ST LOUIS", "state": "MO", "zip": "63144-1401", "phone": "3149632500"}, "mail-address": {"street1": "ONE MAGNA PLACE", "street2": "1401 SOUTH BRENTWOOD BLVD", "city": "ST LOUIS", "state": "MO", "zip": "63144-1401"}, "former-company": {"former-conformed-name": "FIRST BANCORP OF BELLEVILLE INC", "date-changed": "19830526"}}
1
     As Filed With the Securities and Exchange Commission on April 1, 1996
                                                 Registration No. 33-__________

===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549

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

                               --------------
                              MAGNA GROUP, INC.
         (Exact name of issuer as specified in its charter)

               DELAWARE                                     37-0996453
   (State or other jurisdiction of                       (I.R.S. Employer
   incorporation or organization)                       Identification No.)
                               One Magna Place
                      1401 South Brentwood Boulevard
                      St. Louis, Missouri 63144-1401
                (Address of Principal Executive Offices)

                              MAGNA GROUP, INC.
                     1996 LONG TERM PERFORMANCE PLAN
                         (Full title of the plan)

                              ---------------
                              G. THOMAS ANDES
                    Chairman and Chief Executive Officer
                              Magna Group, Inc.
                      1401 South Brentwood Boulevard
                      St. Louis, Missouri 63144-1401
                 (Name and address of agent for service)
                        Telephone:  (314) 963-2500

                         ------------------------
                                 Copy to:
                       Gerard K. Sandweg, Jr., Esq.
                              Thompson Coburn
                           One Mercantile Center
                        St. Louis, Missouri  63101
                        Telephone:  (314) 231-7676

                        --------------------------

                                                  CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of each class of               Amount to be             Proposed             Proposed maximum             Amount of
  securities to be registered              registered          maximum offering        aggregate offering         registration fee
                                                              price per unit
price
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $2.00 par value
1,000,000               $22.375                $22,375,000                $7,715.60
                                              shares
====================================================================================================================================
Includes one attached Preferred Share Purchase Right per share.
Estimated solely for the purposes of computing the Registration Fee
       pursuant to the provisions of Rule 457(c), and based upon the average of
       the high and low sales prices of Magna Group, Inc. Common Stock, $2.00
       par value, as reported by The Nasdaq Stock Market, Inc. on March 25,
       1996.
-------------------------

    This Registration Statement shall become effective in accordance with the
provisions of Rule 462 promulgated under the Securities Act of 1933.
2
        The undersigned registrant hereby files this Registration
Statement on Form S-8 (the "Registration Statement") to register
shares of Magna Group, Inc. ("Magna") Common Stock, $2.00 par
value, and attached Preferred Share Purchase Rights of Magna, for
issuance to optionees under the Magna Group, Inc. 1996 Long Term
Performance Plan (the "Plan").

Item 3. Incorporation of Documents by Reference.
        ---------------------------------------

        The following documents filed by Magna with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by
reference:

        (a)    Magna's Annual Report on Form 10-K for the fiscal
               year ended December 31, 1995;

        (b)    Magna's Current Report on Form 8-K dated
               January 24, 1996;

        (c)    The description of Magna Common Stock set forth in
               Magna's Registration Statement on Form S-1 (File No.
               2-96545) filed on March 20, 1985, including any amendment or
               report filed for the purpose of updating such description; and

        (d)    The description of Magna's Preferred Stock Purchase Rights set
               forth in Item 1 of Magna's Registration Statement on Form 8-A,
               filed November 11, 1988 (File No. 0-8234), including any
               amendment or report filed for the purpose of updating such
               description.

        All documents filed by Magna pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold, and
all amendments or supplements filed with respect to the documents listed in
(a), (b) or (c) above, shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date of filing of
such document.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

        Copies of all documents incorporated by reference into this
Registration Statement, other than exhibits to such documents (unless the
exhibits are specifically incorporated by reference into such documents), will
be provided without charge to each person to whom a Prospectus with respect to
the Plan is delivered, upon oral or written request by such person to Gary D.
Hemmer, Executive Vice President, Administration, Magna Group, Inc., One Magna
Place, 1401 South Brentwood Boulevard, St. Louis, Missouri 63144-1401,
telephone: (314) 963-2500.

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

        Thompson Coburn, legal counsel to Magna, has rendered a legal opinion
with respect to the validity of the securities being registered hereby and
certain other legal matters.  As of February 29, 1996, certain lawyers of the
firm beneficially owned an aggregate of 44,681 shares of Magna Common Stock.

                                    - 2 -
3
Item 6. Indemnification of Directors and Officers.
        -----------------------------------------

        Section 102(b)(7) of the Delaware General Corporation Law
("DGCL") permits a corporation to provide in its certificate of
incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockowners for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockowners, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for payments of
unlawful dividends or unlawful stock repurchases or redemptions or
(iv) for any transaction from which the director derived an
improper personal benefit.  Magna's Certificate of Incorporation,
as amended, contains such a provision.

        Section 145 of the DGCL provides that a corporation may
indemnify directors and officers as well as other employees and
individuals 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 corporation, and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe their conduct was unlawful.  A similar standard
is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys'
fees) incurred in connection with defense or settlement of such
action, and the statute requires court approval before there can
be any indemnification where the person seeking indemnification
has been found liable to the corporation.  The statute provides
that it is not exclusive of other indemnification that may be
granted by a corporation's charter, bylaws, disinterested director
vote, shareowner vote, agreement or otherwise.

        Article 12 of Magna's Certificate of Incorporation, as
amended, provides for the elimination of personal liability of
directors of Magna to Magna and its stockholders for monetary
damages arising from certain breaches of directors' duty of care.
In addition, Article 12 provides for the indemnification of
persons who are or were directors, officers, employees and agents
of Magna or who are or were serving at the request of Magna in a
similar capacity with another enterprise or entity to the fullest
extent authorized by the DGCL.  Article 12 also authorizes Magna
to purchase insurance for itself and indemnify persons against any
expense, liability or loss whether or not Magna would have the
power to indemnify such expense, liability or loss under the DGCL.
Magna maintains a liability insurance policy which indemnifies
directors, officers, employees and agents of Magna.

        As part of the acquisition of Landmark, Magna assumed
Landmark's obligations under indemnification agreements with
Landmark's directors (including certain directors who are
currently directors of Magna) and obligations under an employment
agreement between Landmark and S. Lee Kling (also a current
director of Magna).

Item 8. Exhibits.
        --------

See Exhibit Index located at page 8 hereof.

                                    - 3-
4
Item 9. Undertakings.
        ------------

        (a)    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 this registration
               statement (or the most recent post-effective amendment hereof)
               which, individually or in the aggregate, represent a fundamental
               change in the information set forth in this registration
               statement;

                           (iii) To include any material information with
               respect to the plan of distribution not previously disclosed in
               this registration statement or any material change to such
               information in this registration statement;

provided, however, that paragraphs (i) and (ii) do not apply if
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 Section 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.

        (b)    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 this
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.

        (c)    The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

                                    - 4 -
5
        (d)    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.

                                    - 5 -
6
                             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 Brentwood,
State of Missouri, on the 1st day of April, 1996.

                                       MAGNA GROUP, INC.

                                       By  /s/ G. Thomas Andes
                                         --------------------------------------
                                           G. Thomas Andes, Chairman of the
                                           Board and Chief Executive Officer

                         POWER OF ATTORNEY

      We, the undersigned officers and directors of Magna Group,
Inc., hereby severally and individually constitute and appoint G.
Thomas Andes and Carolyn B. Ryseff, and each of them, the true and
lawful attorneys and agents of each of us to execute in the name,
place and stead of each of us (individually and in any capacity
stated below) any and all amendments to this Registration
Statement on Form S-8 and all instruments necessary or advisable
in connection therewith and to file the same with the Securities
and Exchange Commission, each of said attorneys and agents to have
the power to act with or without the others and to have full power
and authority to do and perform in the name and on behalf of each
of the undersigned every act whatsoever necessary or advisable to
be done in the premises as fully and to all intents and purposes
as any of the undersigned might or could do in person, and we
hereby ratify and confirm our signatures as they may be signed by
our said attorneys and agents or each of them to any and all such
amendments and instruments.

      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 date indicated.
Signature                       Title                              Date
        ---------                       -----                              ----
/s/ G. Thomas Andes               Chairman of the Board,        April 1, 1996
- ------------------------------      Chief Executive
G. Thomas Andes                     Officer and Director
Principal Executive Officer

  /s/ Ronald A. Buerges             Senior Vice President,        April 1, 1996
- ------------------------------      Corporate Finance and
Ronald A. Buerges                   Acting Chief Financial Officer
Principal Financial Officer--
Principal Accounting Officer

                                    Director                      April -----, 1996
- ------------------------------
James A. Auffenburg, Jr.

                                    - 6 -
7
Signature                       Title                              Date
        ---------                       -----                              ----
/s/ William E. Cribbin            Director                      April 1, 1996
- ------------------------------
William E. Cribbin

  /s/ Wayne T. Ewing                Director                      April 1, 1996
- ------------------------------
Wayne T. Ewing

  /s/ Donald P. Gallop              Director                      April 1, 1996
- ------------------------------
Donald P. Gallop

  /s/ C.E. Heilingenstein           Director                      April 1, 1996
- ------------------------------
C.E. Heilingenstein

  /s/ John G. Helmkamp, Jr.         Director                      April 1, 1996
- ------------------------------
John G. Helmkamp, Jr.

  /s/ Carl G. Hogan, Jr.            Director                      April 1, 1996
- ------------------------------
Carl G. Hogan, Sr.

  /s/ Franklin A. Jacobs            Director                      April 1, 1996
- ------------------------------
Franklin A. Jacobs

                                    Director                      April -----, 1996
- ------------------------------
Wendell J. Kelley

  /s/ S. Lee Kling                  Director                      April 1, 1996
- ------------------------------
S. Lee Kling

  /s/ Ralph F. Korte                Director                      April 1, 1996
- ------------------------------
Ralph F. Korte

  /s/ Robert E. McGlynn             Director                      April 1, 1996
- ------------------------------
Robert E. McGlynn

                                    Director                      April -----, 1996
- ------------------------------
Frank R. Trulaske, III

/s/ Dr. George T. Wilkins, Jr.      Director                      April 1, 1996
- ------------------------------
Dr. George T. Wilkins, Jr.
- 7 -
8

                                          EXHIBIT INDEX
                                          -------------
Exhibit No.                                                                                 Page
 -----------                                                                                 ----
4.1           Form of Indenture, including form of Note, between Magna
                   and Mark Twain Bank, as trustee, dated August 1, 1987 for
                   the 7% Convertible Subordinated Capital Notes Due 1999
                   (filed as Exhibit 1 to Magna's Registration Statement on
                   Form 8-A dated June 15, 1988 (File No. 0-8234) and
                   incorporated herein by reference)

     4.2           Indenture dated as of November 1, 1986 between Landmark
                   Bancshares Corporation (hereinafter "Landmark") and Centerre
                   Trust Company of St. Louis, regarding the issuance of
                   $17,250,000 principal amount of Landmark's 8-3/4%
                   Convertible Subordinated Debentures due November 1, 1998
                   (filed as Exhibit 4(c) to Landmark's Annual Report on Form
                   10-K for the year ended December 31, 1986 (File No. 1-8810)
                   and incorporated herein by reference)

     4.3           First Supplemental Indenture dated December 20, 1991 among
                   Magna, Magna Acquisition Corporation and Boatmen's National
                   Bank of St. Louis as successor to Centerre Trust Company of
                   St. Louis, Trustee, assuming the obligations of Landmark
                   under the Indenture dated November 1, 1986 (filed as Exhibit
                   4.2 to Magna's Current Report on Form 8-K dated December 20,
                   1991 (File No. 0-8234) and incorporated herein by reference)

     4.4           Rights Agreement, including form of Right Certificate dated
                   as of November 11, 1988 between Magna and Magna Trust
                   Company, Trustee (filed as Exhibits 1 and 2 to Magna's
                   Registration Statement on Form 8-A dated November 11, 1988
                   (File No. 0-8234) and incorporated herein by reference)

     5             Opinion of Thompson Coburn as to the legality of the
                   securities to be registered

     23.1          Consent of Ernst & Young LLP

     23.2          Consent of Thompson Coburn (contained in Exhibit 5)

     24            Power of Attorney (contained on signature page)

     99            Magna Group, Inc. 1996 Long Term Performance Plan
- 8 -