<PAGE> 1
    As Filed With the Securities and Exchange Commission on May 4, 1995
                                                      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)

                            THE MAGNA GROUP, INC.
                        EMPLOYEE STOCK PURCHASE 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, Esq.
                             Thompson & Mitchell
                            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>                    1,500,000 shares              $20.75                $31,125,000               $10,732.83
====================================================================================================================================
<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 National Market
       on May 2, 1995.
</TABLE>

                             --------------------
   This Registration Statement shall become effective in accordance with
the provisions of Rule 464 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. Employee Stock Purchase Plan (the "Plan").

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

       The following documents filed by Magna Group, Inc. 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, 1994;

       (b)   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

       (c)   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 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

                                    - 2 -
<PAGE> 3
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 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 indemnifiable 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 7 hereof.

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,

                                    - 3 -
<PAGE> 4
                  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.

       (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.

                                    - 4 -
<PAGE> 5
                                 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 3rd day of May, 1995.

       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.

                                  MAGNA GROUP, INC.


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

     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,               May 3, 1995
- ------------------------------       Chief Executive
G. Thomas Andes                      Officer and Director
Principal Executive Officer


    /s/ Luckett G. Maynard           Executive Vice President and         May 3, 1995
- ------------------------------       Chief Financial Officer
Luckett G. Maynard
Principal Financial Officer--
Principal Accounting Officer


            <F*>                     Director                             May 3, 1995
- ------------------------------
James A. Auffenburg, Jr.


           <F*>                      Director                             May 3, 1995
- ------------------------------
William E. Cribbin


           <F*>                      Director                             May 3, 1995
- ------------------------------
Wayne T. Ewing


           <F*>                      Director                             May 3, 1995
- ------------------------------
Donald P. Gallop


                                    - 5 -
<PAGE> 6

<CAPTION>
       Signature                             Title                               Date
       ---------                             -----                               ----
<C>                                  <S>                                  <C>
           <F*>                      Director                             May 3, 1995
- ------------------------------
C.E. Heilingenstein


           <F*>                      Director                             May 3, 1995
- ------------------------------
Carl G. Hogan, Sr.


                                     Director                             May -----, 1995
- ------------------------------
Franklin A. Jacobs


           <F*>                      Director                             May 3, 1995
- ------------------------------
Wendell J. Kelley


           <F*>                      Director                             May 3, 1995
- ------------------------------
S. Lee Kling


           <F*>                      Director                             May 3, 1995
- ------------------------------
Ralph F. Korte


           <F*>                      Director                             May 3, 1995
- ------------------------------
Robert E. McGlynn


           <F*>                      Director                             May 3, 1995
- ------------------------------
Frank R. Trulaske, III


           <F*>                      Director                             May 3, 1995
- ------------------------------
Dr. George T. Wilkins, Jr.

                                    <F*>By     /s/ G. Thomas Andes
                                           --------------------------------
                                           G. Thomas Andes, Attorney-in-fact

</TABLE>
G. Thomas Andes, by signing his name hereto, does sign this document on
behalf of the persons named above, pursuant to a power of attorney duly
executed by such persons and filed herewith.

                                    - 6 -
<PAGE> 7

                           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 & Mitchell as to the legality of the
           securities to be registered

    23     Consent of Ernst & Young LLP

    24     Power of Attorney

    99     The Magna Group, Inc. Employee Stock Purchase Plan

                                    - 7 -
[{"type": "S-8", "sequence": "1", "description": "MAGNA GROUP, INC. FORM S-8", "secsgml_size_bytes": 21950}]
{"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": "033-59087", "film-number": "95534496"}, "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 May 4, 1995
                                                      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)

                            THE MAGNA GROUP, INC.
                        EMPLOYEE STOCK PURCHASE 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, Esq.
                             Thompson & Mitchell
                            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
1,500,000 shares              $20.75                $31,125,000               $10,732.83
====================================================================================================================================
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 National Market
       on May 2, 1995.
--------------------
   This Registration Statement shall become effective in accordance with
the provisions of Rule 464 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. Employee Stock Purchase Plan (the "Plan").

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

       The following documents filed by Magna Group, Inc. 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, 1994;

       (b)   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

       (c)   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 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

                                    - 2 -
3
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 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 indemnifiable 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 7 hereof.

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,

                                    - 3 -
4
                  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.

       (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.

                                    - 4 -
5
                                 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 3rd day of May, 1995.

       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.

                                  MAGNA GROUP, INC.

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

     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,               May 3, 1995
- ------------------------------       Chief Executive
G. Thomas Andes                      Officer and Director
Principal Executive Officer

    /s/ Luckett G. Maynard           Executive Vice President and         May 3, 1995
- ------------------------------       Chief Financial Officer
Luckett G. Maynard
Principal Financial Officer--
Principal Accounting Officer
Director                             May 3, 1995
- ------------------------------
James A. Auffenburg, Jr.
Director                             May 3, 1995
- ------------------------------
William E. Cribbin
Director                             May 3, 1995
- ------------------------------
Wayne T. Ewing
Director                             May 3, 1995
- ------------------------------
Donald P. Gallop

                                    - 5 -
6
Signature                             Title                               Date
       ---------                             -----                               ----
Director                             May 3, 1995
- ------------------------------
C.E. Heilingenstein
Director                             May 3, 1995
- ------------------------------
Carl G. Hogan, Sr.

                                     Director                             May -----, 1995
- ------------------------------
Franklin A. Jacobs
Director                             May 3, 1995
- ------------------------------
Wendell J. Kelley
Director                             May 3, 1995
- ------------------------------
S. Lee Kling
Director                             May 3, 1995
- ------------------------------
Ralph F. Korte
Director                             May 3, 1995
- ------------------------------
Robert E. McGlynn
Director                             May 3, 1995
- ------------------------------
Frank R. Trulaske, III
Director                             May 3, 1995
- ------------------------------
Dr. George T. Wilkins, Jr.
By     /s/ G. Thomas Andes
                                           --------------------------------
                                           G. Thomas Andes, Attorney-in-fact
G. Thomas Andes, by signing his name hereto, does sign this document on
behalf of the persons named above, pursuant to a power of attorney duly
executed by such persons and filed herewith.

                                    - 6 -
7

                           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 & Mitchell as to the legality of the
           securities to be registered

    23     Consent of Ernst & Young LLP

    24     Power of Attorney

    99     The Magna Group, Inc. Employee Stock Purchase Plan

                                    - 7 -