As filed with the Securities and Exchange Commission on February __, 2001.
                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              --------------------

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


                           KIMBALL INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in its Charter)

                INDIANA                                35-0514506
    (State or Other Jurisdiction of                 (I.R.S. Employer
    Incorporation or Organization)                 Identification No.)

                                1600 ROYAL STREET
                              JASPER, INDIANA 47549
                    (Address of Principal Executive Offices)

                           KIMBALL INTERNATIONAL, INC.
                                 RETIREMENT PLAN
                            (Full Title of the Plan)

                   JOHN H. KAHLE                         Telephone number,
             EXECUTIVE VICE PRESIDENT,                 including area code,
            GENERAL COUNSEL, SECRETARY                of agent for service:
            KIMBALL INTERNATIONAL, INC                    (812) 482-1600
                 1600 ROYAL STREET
               JASPER, INDIANA 47549
      (Name and Address of Agent For Service)



--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE

                                          Proposed     Proposed
      Title of                             Maximum      Maximum
     Securities          Amount           Offering     Aggregate      Amount of
        to be             to be             Price      Offering     Registration
     Registered        Registered(1)    Per Share(2)    Price(2)         Fee
--------------------------------------------------------------------------------
Class B Common Stock  3,000,000 Shares   $15.032      $45,096,000     $11,274
(par value $.05
per share)


--------------------------------------------------------------------------------
1  In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,  this
   registration statement also covers an indeterminate amount of interests to be
   offered or sold pursuant to the Retirement Plan and Trust described herein.

2  Estimated  solely for the  purpose of  calculating  the  registration  fee in
   accordance  with Rule 457(c) and (h) under the  Securities Act of 1933 on the
   basis of the  average  of the  high and low  prices  of the  Common  Stock as
   reported on the Nasdaq National Market System on February 21, 2001.



<PAGE>




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  Information  required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note to
Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

                  The following documents filed by Kimball  International,  Inc.
(the "Company") with the Securities and Exchange  Commission (the  "Commission")
(File No. 0-3279) are incorporated herein by reference:

                           (1) The Company's  Annual Report on Form 10-K for the
fiscal year ended June 30, 2000,  which has heretofore been filed by the Company
with the Commission  pursuant to the Securities Exchange Act of 1934, as amended
(the "1934 Act").

                           (2) The Company's  Quarterly Reports on Form 10-Q for
the quarter  periods  ended  September 30, 2000 and December 31, 2000 which have
heretofore  been filed by the Company with the  Commission  pursuant to the 1934
Act.

                           (3) The  description  of the  Company's  Common Stock
contained  in the  Company's  Registration  Statement on Form 8-A filed with the
Commission pursuant to Section 12 of the 1934 Act.

                  All  documents  subsequently  filed  by the  Company  and  the
Company's Retirement Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
1934 Act, prior to the filing of a post-effective amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents");  provided, however, that the documents
enumerated  above or subsequently  filed by the registrants  pursuant to Section
13(a),  13(c),  14 and  15(d) of the  1934 Act in each  year  during  which  the
offering  made by this  registration  statement is in effect prior to the filing
with the  Commission of the  registrants'  Annual  Reports on covering such year
shall not be  Incorporated  Documents  or be  incorporated  by reference in this
registration  statement  or be a part  hereof  from and after the filing of such
Annual Reports.

                  Any statement  contained in an Incorporated  Document 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 other  subsequently
filed  Incorporated  Document  modifies or supersedes such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

Item 4.  Description of Securities.
         -------------------------

                  The Common  Stock to be offered is  registered  under  Section
12(g) of the 1934 Act.

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

                  Not applicable.

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

                  Article XIV of the By-laws of the registrant  provides for the
indemnification  by the registrant of each director,  officer or employee of the
registrant or any of its subsidiaries in connection with any claim, action, suit
or  proceeding  brought or  threatened by reason of his or her position with the
registrant or any of its subsidiaries.  In addition, Sections 23-1-37-1 to 15 of
the Indiana  Business  Corporation  Law  specifically  empower the registrant to
indemnify,  subject to the standards therein prescribed, any director or officer
in  connection  with any action,  suit or  proceeding  brought or  threatened by
reason  of the  fact  that  he or she is or was a  director  or  officer  of the
registrant.


<PAGE>

                  Registrant   maintains   directors   and  officers   liability
insurance  covering all directors and officers of the registrant  against claims
arising out of the performance of their duties.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

                  Not applicable.

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

                  Reference is made to the Exhibit Index.

                  Registrant  hereby  undertakes  that it has  submitted or will
submit the  Retirement  Plan and any amendment  thereto to the Internal  Revenue
Service  ("IRS")  in a  timely  manner  and has made or will  make  all  changes
required by the IRS in order to qualify the Retirement Plan.

Item 9.  Undertakings.
         ------------

                  The registrants hereby undertake:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933 (the "Act"), 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) That, for the purposes of determining  any liability under
the Act, 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 the 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.

                  (4) 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.

                  (5) Insofar as indemnification  for liabilities  arising under
the Act may be permitted to directors,  officers and controlling  persons of the
registrant  pursuant to the  provisions  described in Item 6 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.


                                      II-2
<PAGE>


                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the undersigned  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 Jasper, State of Indiana, on the 13th
day of February, 2001.

                                                   KIMBALL INTERNATIONAL, INC.


                                                   By:  /s/ Robert F. Schneider
                                                        ------------------------
                                                       Robert F. Schneider
                                                       Executive Vice President,
                                                       Chief Financial
                                                       Officer, Treasurer

                                POWER OF ATTORNEY

                  We,  the   undersigned   officers  and  directors  of  Kimball
International,  Inc.  hereby  severally  constitute  John H. Kahle and Robert F.
Schneider,  and each of them  singly,  our true and lawful  attorneys  with full
power to them,  and each of them singly,  to sign for us and in our names in the
capacities  indicated  below,  the  Registration  Statement  on Form  S-8  filed
herewith and any and all  amendments  (including  post-effective  amendments) to
said Registration Statement, and generally to do all such things in our name and
behalf in the capacities indicated below to enable Kimball  International,  Inc.
to comply with the provisions of the Securities Act of 1933, as amended, and all
requirements  of the Securities and Exchange  Commission,  hereby  ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

                  Pursuant  to the  Securities  Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on the 13th day of February, 2001.

            Signature                                     Title
            ---------                                     -----

/s/ Douglas A. Habig                   Chairman, Chief Executive Officer
          Douglas A. Habig             (principal executive officer)

/s/ Robert F. Schneider                Executive Vice President, Chief Financial
         Robert F. Schneider           Officer, Treasurer
                                       (principal financial officer)

/s/ Roy W. Templin                     Vice President, Finance and Chief
           Roy W. Templin              Accounting Officer
                                       (principal accounting officer)

/s/ Thomas L. Habig                    Director
           Thomas L. Habig

/s/ James C. Thyen                     Director
           James C. Thyen

/s/ John B. Habig                      Director
            John B. Habig

/s/ Ronald J. Thyen                    Director
           Ronald J. Thyen

                                      II-3

<PAGE>

/s/ Brian K. Habig                     Director
           Brian K. Habig

/s/ John T. Thyen                      Director
            John T. Thyen

/s/ Christine M. Vujovich              Director
        Christine M. Vujovich

/s/ Alan B. Graf, Jr.                  Director
          Alan B. Graf, Jr.

/s/ Polly B. Kawalek                   Director
          Polly B. Kawalek

/s/ Harry W. Bowman                    Director
           Harry W. Bowman

/s/ Dr. Jack R. Wentworth              Director
        Dr. Jack R. Wentworth

Pursuant  to  the  requirements  of the  Securities  Act of  1933,  the  Kimball
International,  Inc. Retirement Plan duly caused this Registration  statement to
be signed on its behalf by the  undersigned,  hereunto duly  authorized,  in the
City of Jasper, State of Indiana, on February 13th, 2001.

                                          KIMBALL INTERNATIONAL, INC.
                                          RETIREMENT PLAN


                                          By: /s/ Douglas A. Habig
                                              ------------------------------
                                              Douglas A. Habig
                                              Chairman
                                              Kimball International, Inc.
                                              Retirement Plan Advisory Committee


                                      II-4

<PAGE>


                                  EXHIBIT INDEX

Exhibit Number                      Description
--------------                      -----------

      5           Opinion (including consent) of McDermott, Will & Emery.*

     23.1         Consent of Independent Accountants.*


*Filed herewith




                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "RETIREMENT PLAN", "secsgml_size_bytes": 16007}]
{"company-data": {"conformed-name": "KIMBALL INTERNATIONAL INC", "cik": "0000055772", "assigned-sic": "2520", "irs-number": "350514506", "state-of-incorporation": "IN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56048", "film-number": "1552204"}, "business-address": {"street1": "1600 ROYAL ST", "city": "JASPER", "state": "IN", "zip": "47549", "phone": "8124821600"}, "mail-address": {"street1": "1600 ROYAL STREET", "street2": "1600 ROYAL STREET", "city": "JASPER", "state": "IN", "zip": "47549"}, "former-company": {"former-conformed-name": "JASPER CORP", "date-changed": "19740826"}}
As filed with the Securities and Exchange Commission on February __, 2001.
                                                    Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                              --------------------

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

                           KIMBALL INTERNATIONAL, INC.
             (Exact Name of Registrant as Specified in its Charter)

                INDIANA                                35-0514506
    (State or Other Jurisdiction of                 (I.R.S. Employer
    Incorporation or Organization)                 Identification No.)

                                1600 ROYAL STREET
                              JASPER, INDIANA 47549
                    (Address of Principal Executive Offices)

                           KIMBALL INTERNATIONAL, INC.
                                 RETIREMENT PLAN
                            (Full Title of the Plan)

                   JOHN H. KAHLE                         Telephone number,
             EXECUTIVE VICE PRESIDENT,                 including area code,
            GENERAL COUNSEL, SECRETARY                of agent for service:
            KIMBALL INTERNATIONAL, INC                    (812) 482-1600
                 1600 ROYAL STREET
               JASPER, INDIANA 47549
      (Name and Address of Agent For Service)

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE

                                          Proposed     Proposed
      Title of                             Maximum      Maximum
     Securities          Amount           Offering     Aggregate      Amount of
        to be             to be             Price      Offering     Registration
     Registered        Registered(1)    Per Share(2)    Price(2)         Fee
--------------------------------------------------------------------------------
Class B Common Stock  3,000,000 Shares   $15.032      $45,096,000     $11,274
(par value $.05
per share)

--------------------------------------------------------------------------------
1  In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,  this
   registration statement also covers an indeterminate amount of interests to be
   offered or sold pursuant to the Retirement Plan and Trust described herein.

2  Estimated  solely for the  purpose of  calculating  the  registration  fee in
   accordance  with Rule 457(c) and (h) under the  Securities Act of 1933 on the
   basis of the  average  of the  high and low  prices  of the  Common  Stock as
   reported on the Nasdaq National Market System on February 21, 2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  Information  required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note to
Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

                  The following documents filed by Kimball  International,  Inc.
(the "Company") with the Securities and Exchange  Commission (the  "Commission")
(File No. 0-3279) are incorporated herein by reference:

                           (1) The Company's  Annual Report on Form 10-K for the
fiscal year ended June 30, 2000,  which has heretofore been filed by the Company
with the Commission  pursuant to the Securities Exchange Act of 1934, as amended
(the "1934 Act").

                           (2) The Company's  Quarterly Reports on Form 10-Q for
the quarter  periods  ended  September 30, 2000 and December 31, 2000 which have
heretofore  been filed by the Company with the  Commission  pursuant to the 1934
Act.

                           (3) The  description  of the  Company's  Common Stock
contained  in the  Company's  Registration  Statement on Form 8-A filed with the
Commission pursuant to Section 12 of the 1934 Act.

                  All  documents  subsequently  filed  by the  Company  and  the
Company's Retirement Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
1934 Act, prior to the filing of a post-effective amendment which indicates that
all securities  offered have been sold or which  deregisters all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents");  provided, however, that the documents
enumerated  above or subsequently  filed by the registrants  pursuant to Section
13(a),  13(c),  14 and  15(d) of the  1934 Act in each  year  during  which  the
offering  made by this  registration  statement is in effect prior to the filing
with the  Commission of the  registrants'  Annual  Reports on covering such year
shall not be  Incorporated  Documents  or be  incorporated  by reference in this
registration  statement  or be a part  hereof  from and after the filing of such
Annual Reports.

                  Any statement  contained in an Incorporated  Document 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 other  subsequently
filed  Incorporated  Document  modifies or supersedes such  statement.  Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

Item 4.  Description of Securities.
         -------------------------

                  The Common  Stock to be offered is  registered  under  Section
12(g) of the 1934 Act.

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

                  Not applicable.

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

                  Article XIV of the By-laws of the registrant  provides for the
indemnification  by the registrant of each director,  officer or employee of the
registrant or any of its subsidiaries in connection with any claim, action, suit
or  proceeding  brought or  threatened by reason of his or her position with the
registrant or any of its subsidiaries.  In addition, Sections 23-1-37-1 to 15 of
the Indiana  Business  Corporation  Law  specifically  empower the registrant to
indemnify,  subject to the standards therein prescribed, any director or officer
in  connection  with any action,  suit or  proceeding  brought or  threatened by
reason  of the  fact  that  he or she is or was a  director  or  officer  of the
registrant.
Registrant   maintains   directors   and  officers   liability
insurance  covering all directors and officers of the registrant  against claims
arising out of the performance of their duties.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

                  Not applicable.

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

                  Reference is made to the Exhibit Index.

                  Registrant  hereby  undertakes  that it has  submitted or will
submit the  Retirement  Plan and any amendment  thereto to the Internal  Revenue
Service  ("IRS")  in a  timely  manner  and has made or will  make  all  changes
required by the IRS in order to qualify the Retirement Plan.

Item 9.  Undertakings.
         ------------

                  The registrants hereby undertake:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933 (the "Act"), 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) That, for the purposes of determining  any liability under
the Act, 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 the 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.

                  (4) 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.

                  (5) Insofar as indemnification  for liabilities  arising under
the Act may be permitted to directors,  officers and controlling  persons of the
registrant  pursuant to the  provisions  described in Item 6 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.

                                      II-2
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the undersigned  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 Jasper, State of Indiana, on the 13th
day of February, 2001.

                                                   KIMBALL INTERNATIONAL, INC.

                                                   By:  /s/ Robert F. Schneider
                                                        ------------------------
                                                       Robert F. Schneider
                                                       Executive Vice President,
                                                       Chief Financial
                                                       Officer, Treasurer

                                POWER OF ATTORNEY

                  We,  the   undersigned   officers  and  directors  of  Kimball
International,  Inc.  hereby  severally  constitute  John H. Kahle and Robert F.
Schneider,  and each of them  singly,  our true and lawful  attorneys  with full
power to them,  and each of them singly,  to sign for us and in our names in the
capacities  indicated  below,  the  Registration  Statement  on Form  S-8  filed
herewith and any and all  amendments  (including  post-effective  amendments) to
said Registration Statement, and generally to do all such things in our name and
behalf in the capacities indicated below to enable Kimball  International,  Inc.
to comply with the provisions of the Securities Act of 1933, as amended, and all
requirements  of the Securities and Exchange  Commission,  hereby  ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

                  Pursuant  to the  Securities  Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on the 13th day of February, 2001.

            Signature                                     Title
            ---------                                     -----

/s/ Douglas A. Habig                   Chairman, Chief Executive Officer
          Douglas A. Habig             (principal executive officer)

/s/ Robert F. Schneider                Executive Vice President, Chief Financial
         Robert F. Schneider           Officer, Treasurer
                                       (principal financial officer)

/s/ Roy W. Templin                     Vice President, Finance and Chief
           Roy W. Templin              Accounting Officer
                                       (principal accounting officer)

/s/ Thomas L. Habig                    Director
           Thomas L. Habig

/s/ James C. Thyen                     Director
           James C. Thyen

/s/ John B. Habig                      Director
            John B. Habig

/s/ Ronald J. Thyen                    Director
           Ronald J. Thyen

                                      II-3
/s/ Brian K. Habig                     Director
           Brian K. Habig

/s/ John T. Thyen                      Director
            John T. Thyen

/s/ Christine M. Vujovich              Director
        Christine M. Vujovich

/s/ Alan B. Graf, Jr.                  Director
          Alan B. Graf, Jr.

/s/ Polly B. Kawalek                   Director
          Polly B. Kawalek

/s/ Harry W. Bowman                    Director
           Harry W. Bowman

/s/ Dr. Jack R. Wentworth              Director
        Dr. Jack R. Wentworth

Pursuant  to  the  requirements  of the  Securities  Act of  1933,  the  Kimball
International,  Inc. Retirement Plan duly caused this Registration  statement to
be signed on its behalf by the  undersigned,  hereunto duly  authorized,  in the
City of Jasper, State of Indiana, on February 13th, 2001.

                                          KIMBALL INTERNATIONAL, INC.
                                          RETIREMENT PLAN

                                          By: /s/ Douglas A. Habig
                                              ------------------------------
                                              Douglas A. Habig
                                              Chairman
                                              Kimball International, Inc.
                                              Retirement Plan Advisory Committee

                                      II-4
EXHIBIT INDEX

Exhibit Number                      Description
--------------                      -----------

      5           Opinion (including consent) of McDermott, Will & Emery.*

     23.1         Consent of Independent Accountants.*

*Filed herewith

                                      II-5