<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 DIRECTORS' STOCK OPTION 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>           100,000              $22.375                   $2,237,500                 $771.60
                                             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 Directors' Stock Option 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 Directors' Stock Option Plan
</TABLE>


                                    - 8 -
[{"type": "S-8", "sequence": "1", "description": "MAGNA GROUP, INC. FORM S-8", "secsgml_size_bytes": 23639}]
{"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": "333-02123", "film-number": "96543371"}, "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 DIRECTORS' STOCK OPTION 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
100,000              $22.375                   $2,237,500                 $771.60
                                             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 Directors' Stock Option 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 Directors' Stock Option Plan
- 8 -