Registration No. 333-________
                                                   Filed December 12, 1997


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933




                        HARRINGTON FINANCIAL GROUP, INC.
    (Exact Name of Registrant as specified in its Articles of Incorporation)


        Indiana                                         48-1050267
 (State of incorporation)                      (IRS Employer Identification No.)


                       722 East Main Street, P.O. Box 968
                             Richmond, Indiana 47375
          (Address of principal executive offices, including zip code)


                             1996 STOCK OPTION PLAN
                         1993 STOCK COMPENSATION PROGRAM
                            (Full Title of the Plan)



                                           Copies to:
Catherine Habschmidt                       Norman B. Antin, Esq.
CFO and Treasurer                          Elias, Matz, Tiernan & Herrick L.L.P.
Harrington Financial Group, Inc.           734 15th Street, N.W.
722 East Main Street                       Washington, D.C.  20005
Richmond, Indiana 47375                    (202) 347-0300
(765) 962-8531
(Name, address, and telephone number
 of agent for service)


                           Page 1 of 15 pages Index to
                         Exhibits is located on page 7.
<PAGE>
<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE



          Title of                                        Proposed              Proposed
         Securities                                        Maximum                Maximum           Amount of
            to be                Amount to be           Offering Price           Aggregate        Registration
         Registered              Registered(1)            Per Share           Offering Price          Fee
         ----------              -------------            ---------           --------------          ---
<S>                                <C>                     <C>                 <C>                 <C>
Common Stock, par
  value $0.125 per share           143,200(2)              $ 7.50 (3)           $1,074,000          $316.83

Common Stock, par
  value $0.125 per share            93,250(4)              $12.875(5)           $1,200,594          $354.18

Common Stock, par
  value $0.125 per share            33,250(6)              $10.64 (7)           $  353,780          $104.37
                                   -------                                      ----------          -------

Total                              269,700                 $ 9.75               $2,628,374          $775.38
                                   =======                 ======               ==========          =======

</TABLE>
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Harrington  Financial Group, Inc. (the "Company" or "Registrant")  1996
     Stock Option Plan (the "Plan") as a result of a stock split, stock dividend
     or similar adjustment of the outstanding common stock, $0.125 par value per
     share ("Common Stock"), of the Company.

(2)  Represents   the  143,200   shares  issued   pursuant  to  the  1993  Stock
     Compensation Program (the "Program").

(3)  The Proposed  Maximum  Offering Price Per Share with respect to which stock
     options  have been  granted  under the  Program  is $7.50  per  share,  the
     weighted average exercise price for the options which are outstanding under
     the  Program  as of the date  hereof  which  has been  used as a basis  for
     calculation of the  registration fee under Rule 457(h)(1) of the Securities
     Act of 1933, as amended ("Securities Act").

(4)  Represents  the shares  reserved  for  issuance  pursuant to the Plan.
      
(5)  Estimated  solely for the purposes of calculating the  registration  fee in
     accordance  with Rule 457(c)  promulgated  under the  Securities  Act.  The
     Proposed  Maximum  Offering Price Per Share for the 93,250 shares for which
     stock  options have not been granted under the Plan is equal to the average
     of the high and low prices of the Common  Stock of the  Company on December
     10,  1997 on the  National  Association  of  Securities  Dealers  Automated
     Quotation ("Nasdaq") National Market.

(6)  Represents the 33,250 shares issued pursuant to the Plan.

     

                                    
                                       2
<PAGE>
(7)  The Proposed  Maximum  Offering Price Per Share with respect to which stock
     options have been granted under the Plan is $10.64 per share,  the weighted
     average exercise price for the options which are outstanding under the Plan
     as of the date hereof which has been used as a basis for calculation of the
     registration fee under Rule 457(h)(1) of the Securities Act.

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

        This Registration  Statement shall become effective  automatically  upon
the date of filing in accordance  with Section 8(a) of the Securities Act and 17
C.F.R. ss. 230.462.




                                                         










































                                       3
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed or to be filed with the  Securities and
Exchange  Commission (the  "Commission")  are  incorporated by reference in this
Registration Statement:

                  (a) The  Company's  Annual  Report  on Form  10-K for the year
         ended June 30, 1997;

                  (b) All  reports  filed by the  Company  pursuant  to Sections
         13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
         "Exchange  Act"),  since  the end of the  fiscal  year  covered  by the
         Company's  Annual  Report on Form 10-K for the year ended June 30, 1997
         through the date of this filing;

                  (c)  The  description  of the  Common  Stock  of  the  Company
         contained in Item 1 in the Company's Registration Statement on Form 8-A
         (File No. 0-27940) filed with the Commission on March 7, 1996; and

                  (d) All  documents  filed by the Company  pursuant to Sections
         13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
         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.

         Any  statement  contained  in  this  Registration  Statement,  or  in a
document incorporated or deemed to be incorporated by reference herein, 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  document  which  also is or is deemed  to be  incorporated  by  reference
herein, 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.

         Not  applicable  since the Company's  Common Stock is registered  under
Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

                                                          









                                       4
<PAGE>
Item 6.  Indemnification of Directors and Officers.

         In accordance with the Indiana Business  Corporation Law, Article IX of
the  Registrant's  Amended and Restated  Articles of  Incorporation  provides as
follows:


                                   ARTICLE IX

                          INDEMNIFICATION AND LIABILITY

         A. Personal Liability of Directors. A director of the Company shall not
be personally liable for monetary damages for any action taken or any failure to
take any action as a  director  except to the  extent  that by law a  director's
liability for monetary damages may not be limited.

         B.  Indemnification.  The Company shall indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed action,  suit or proceeding,  except actions by or in the right of the
Company, whether civil, criminal,  administrative or investigative, by reason of
the fact that such  person is or was a director,  officer,  employee or agent of
the Company,  against expenses (including  attorney's fees),  judgments,  fines,
excise taxes and amounts paid in settlement  actually and reasonably incurred by
such person in  connection  with such  action,  suit or  proceeding  to the full
extent permissible under Indiana law.

         C. Advancement of Expenses. Reasonable expenses incurred by an officer,
director,  employee  or agent of the  Company in  defending  a civil or criminal
action, suit or proceeding described above in "Indemnification" shall be paid by
the  Company  in  advance  of the  final  disposition  of such  action,  suit or
proceeding to the full extent permitted under Indiana law.

         D. Other  Rights.  The  indemnification  and  advancement  of  expenses
provided by or pursuant to this  Article  shall not be deemed  exclusive  of any
other rights to which those seeking  indemnification  or advancement of expenses
may be entitled under the Company's Articles of Incorporation,  any insurance or
other  agreement,  vote of  shareholders  or directors or otherwise,  both as to
actions in their official  capacity and as to actions in another  capacity while
holding  an  office,  and shall  continue  as to a person who has ceased to be a
director or officer and shall inure to the benefit to the heirs,  executors  and
administrators of such person provided that no indemnification  shall be made to
or on  behalf  of any  individual  if a  judgment  or other  final  adjudication
establishes  that his act or omissions (i) were in breach of his duty of loyalty
to the  Company or its  stockholders,  (ii) were not in good faith or involved a
knowing  violation  of law or  (iii)  resulted  in the  receipt  of an  improper
personal benefit.


                                                          









                                       5
<PAGE>
         E. Insurance. The Company shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of another company,  partnership,  joint venture,  trust, employee benefit
plan or  other  enterprise,  against  any  liability  asserted  against  him and
incurred  by him in any such  capacity,  or  arising  out of his status as such,
whether or not the Company  would have the power to  indemnify  him against such
liability under the provisions of these Articles of Incorporation.

         F. Modification.  The duties of the Company to indemnify and to advance
expenses  to a director  or officer  provided  in this  Article  shall be in the
nature of a contract between the Company and each such director or officer,  and
no amendment or repeal of any  provision  of this  Article  shall alter,  to the
detriment of such  director or officer,  the right of such person to the advance
of expenses or indemnification  related to a claim based on an act or failure to
act which took place prior to such amendment or repeal.

Item 7.  Exemption from Registration Claimed.

         Not  applicable  since no  restricted  securities  will be reoffered or
resold pursuant to this Registration Statement.



                                                          


































                                       6
<PAGE>
Item 8.  Exhibits

         The following exhibits are filed with or incorporated by reference into
this Registration  Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):

          No.                    Exhibit                               

         5           Opinion of Elias, Matz, Tiernan & Herrick
                       L.L.P. as to the legality of the securities     

         23.1        Consent of Elias, Matz, Tiernan & Herrick
                     L.L.P. (contained in the opinion included
                      as Exhibit 5)

         23.2        Consent of Deloitte & Touche LLP                  

         24          Power of attorney for any subsequent
                      amendments is located in the signature pages


Item 9.  Undertakings.

         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, (ii) to reflect
in the  prospectus  any facts or events  arising after the effective date of the
Registration  Statement (or the most recent  post-effective  amendment  thereof)
which,  individually or in the aggregate,  represent a fundamental change in the
information set forth in the  Registration  Statement,  and (iii) to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  in  such
information in the Registration Statement;  provided,  however, that clauses (i)
and  (ii)  do  not  apply  if  the  information  required  to be  included  in a
post-effective amendment by those clauses is contained in periodic reports filed
by the  Registrant  pursuant to Section 13 or Section  15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

         2.  That,  for the  purpose  of  determining  any  liability  under the
Securities 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.













                                       7
<PAGE>
         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.

         4. That,  for the  purposes  of  determining  any  liability  under the
Securities  Act,  each  filing of the  Registrant's  annual  report  pursuant to
Section  13(a) or Section  15(d) of the  Exchange  Act 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.

         5.  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  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  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 questions whether such  indemnification by it is against public
policy  expressed  in the  Securities  Act and  will be  governed  by the  final
adjudication of such issue.


                                       




























                                        8
<PAGE>



                                   SIGNATURES


         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 Richmond, State of Indiana on December 12, 1997.


                                              HARRINGTON FINANCIAL GROUP, INC.




                                         By   /s/Craig J. Cerny
                                              -----------------
                                              Craig J. Cerny
                                              President


        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 dates indicated. Each person whose signature appears below
hereby  makes,  constitutes  and  appoints  Craig J.  Cerny his true and  lawful
attorney,  with full power to sign for such person and in such person's name and
capacity  indicated  below,  and with  full  power of  substitution  any and all
amendments to this Registration Statement,  hereby ratifying and confirming such
person's  signature  as it may be  signed  by  said  attorney  to  any  and  all
amendments.


/s/Craig J. Cerny                                              December 12, 1997
-----------------
Craig J. Cerny
President and Chief Executive Officer
(Principal Executive Officer)



/s/Catherine A. Habschmidt                                     December 12, 1997
--------------------------
Catherine A. Habschmidt
Chief Financial Officer and Treasurer



                         







                                        9
<PAGE>
/s/Douglas T. Breeden                                          December 12, 1997
---------------------
Douglas T. Breeden
Chairman of the Board


/s/William F. Quinn                                            December 12, 1997
-------------------
William F. Quinn
Director


/s/Daniel C. Dektar                                            December 12, 1997
-------------------
Daniel C. Dektar
Director
                                                               

/s/Michael J. Giarla                                           December 12, 1997
--------------------
Michael J. Giarla
Director

                                                               
/s/Stephen A. Eason                                            December 12, 1997
-------------------
Stephen A. Eason
Director


/s/Lawrence E. Golaszewski                                     December 12, 1997
--------------------------
Lawrence E. Golaszewski
Director


/s/David F. Harper                                             December 12, 1997
------------------
David F. Harper
Director


                                        









                                       10
<PAGE>






/s/Stanley J. Kon                                              December 12, 1997
-----------------
Stanley J. Kon
Director


/s/John J. McConnell                                           December 12, 1997
--------------------
John J. McConnell
Director


/s/Marianthe S. Newkill                                        December 12, 1997
-----------------------
Marianthe S. Newkill
Director
                                                        



































                                       11
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20278}]
{"company-data": {"conformed-name": "HARRINGTON FINANCIAL GROUP INC", "cik": "0000934203", "assigned-sic": "6035", "irs-number": "481050267", "state-of-incorporation": "IN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42119", "film-number": "97737186"}, "business-address": {"street1": "7300 COLLEGE BLVD", "street2": "SUITE 430", "city": "OVERLAND PARK", "state": "KS", "zip": "66210", "phone": "9134511566"}, "mail-address": {"street1": "7300 COLLEGE BLVD", "street2": "SUITE 430", "city": "OVERLAND PARK", "state": "KS", "zip": "66210"}}
Registration No. 333-________
                                                   Filed December 12, 1997

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        HARRINGTON FINANCIAL GROUP, INC.
    (Exact Name of Registrant as specified in its Articles of Incorporation)

        Indiana                                         48-1050267
 (State of incorporation)                      (IRS Employer Identification No.)

                       722 East Main Street, P.O. Box 968
                             Richmond, Indiana 47375
          (Address of principal executive offices, including zip code)

                             1996 STOCK OPTION PLAN
                         1993 STOCK COMPENSATION PROGRAM
                            (Full Title of the Plan)

                                           Copies to:
Catherine Habschmidt                       Norman B. Antin, Esq.
CFO and Treasurer                          Elias, Matz, Tiernan & Herrick L.L.P.
Harrington Financial Group, Inc.           734 15th Street, N.W.
722 East Main Street                       Washington, D.C.  20005
Richmond, Indiana 47375                    (202) 347-0300
(765) 962-8531
(Name, address, and telephone number
 of agent for service)

                           Page 1 of 15 pages Index to
                         Exhibits is located on page 7.
CALCULATION OF REGISTRATION FEE

          Title of                                        Proposed              Proposed
         Securities                                        Maximum                Maximum           Amount of
            to be                Amount to be           Offering Price           Aggregate        Registration
         Registered              Registered(1)            Per Share           Offering Price          Fee
         ----------              -------------            ---------           --------------          ---
Common Stock, par
  value $0.125 per share           143,200(2)              $ 7.50 (3)           $1,074,000          $316.83

Common Stock, par
  value $0.125 per share            93,250(4)              $12.875(5)           $1,200,594          $354.18

Common Stock, par
  value $0.125 per share            33,250(6)              $10.64 (7)           $  353,780          $104.37
                                   -------                                      ----------          -------

Total                              269,700                 $ 9.75               $2,628,374          $775.38
                                   =======                 ======               ==========          =======
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Harrington  Financial Group, Inc. (the "Company" or "Registrant")  1996
     Stock Option Plan (the "Plan") as a result of a stock split, stock dividend
     or similar adjustment of the outstanding common stock, $0.125 par value per
     share ("Common Stock"), of the Company.

(2)  Represents   the  143,200   shares  issued   pursuant  to  the  1993  Stock
     Compensation Program (the "Program").

(3)  The Proposed  Maximum  Offering Price Per Share with respect to which stock
     options  have been  granted  under the  Program  is $7.50  per  share,  the
     weighted average exercise price for the options which are outstanding under
     the  Program  as of the date  hereof  which  has been  used as a basis  for
     calculation of the  registration fee under Rule 457(h)(1) of the Securities
     Act of 1933, as amended ("Securities Act").

(4)  Represents  the shares  reserved  for  issuance  pursuant to the Plan.
      
(5)  Estimated  solely for the purposes of calculating the  registration  fee in
     accordance  with Rule 457(c)  promulgated  under the  Securities  Act.  The
     Proposed  Maximum  Offering Price Per Share for the 93,250 shares for which
     stock  options have not been granted under the Plan is equal to the average
     of the high and low prices of the Common  Stock of the  Company on December
     10,  1997 on the  National  Association  of  Securities  Dealers  Automated
     Quotation ("Nasdaq") National Market.

(6)  Represents the 33,250 shares issued pursuant to the Plan.

     

                                    
                                       2
(7)  The Proposed  Maximum  Offering Price Per Share with respect to which stock
     options have been granted under the Plan is $10.64 per share,  the weighted
     average exercise price for the options which are outstanding under the Plan
     as of the date hereof which has been used as a basis for calculation of the
     registration fee under Rule 457(h)(1) of the Securities Act.

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

        This Registration  Statement shall become effective  automatically  upon
the date of filing in accordance  with Section 8(a) of the Securities Act and 17
C.F.R. ss. 230.462.

                                                         

                                       3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed or to be filed with the  Securities and
Exchange  Commission (the  "Commission")  are  incorporated by reference in this
Registration Statement:

                  (a) The  Company's  Annual  Report  on Form  10-K for the year
         ended June 30, 1997;

                  (b) All  reports  filed by the  Company  pursuant  to Sections
         13(a) or 15(d) of the Securities  Exchange Act of 1934, as amended (the
         "Exchange  Act"),  since  the end of the  fiscal  year  covered  by the
         Company's  Annual  Report on Form 10-K for the year ended June 30, 1997
         through the date of this filing;

                  (c)  The  description  of the  Common  Stock  of  the  Company
         contained in Item 1 in the Company's Registration Statement on Form 8-A
         (File No. 0-27940) filed with the Commission on March 7, 1996; and

                  (d) All  documents  filed by the Company  pursuant to Sections
         13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
         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.

         Any  statement  contained  in  this  Registration  Statement,  or  in a
document incorporated or deemed to be incorporated by reference herein, 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  document  which  also is or is deemed  to be  incorporated  by  reference
herein, 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.

         Not  applicable  since the Company's  Common Stock is registered  under
Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

                                                          

                                       4
Item 6.  Indemnification of Directors and Officers.

         In accordance with the Indiana Business  Corporation Law, Article IX of
the  Registrant's  Amended and Restated  Articles of  Incorporation  provides as
follows:

                                   ARTICLE IX

                          INDEMNIFICATION AND LIABILITY

         A. Personal Liability of Directors. A director of the Company shall not
be personally liable for monetary damages for any action taken or any failure to
take any action as a  director  except to the  extent  that by law a  director's
liability for monetary damages may not be limited.

         B.  Indemnification.  The Company shall indemnify any person who was or
is a party or is  threatened  to be made a party to any  threatened,  pending or
completed action,  suit or proceeding,  except actions by or in the right of the
Company, whether civil, criminal,  administrative or investigative, by reason of
the fact that such  person is or was a director,  officer,  employee or agent of
the Company,  against expenses (including  attorney's fees),  judgments,  fines,
excise taxes and amounts paid in settlement  actually and reasonably incurred by
such person in  connection  with such  action,  suit or  proceeding  to the full
extent permissible under Indiana law.

         C. Advancement of Expenses. Reasonable expenses incurred by an officer,
director,  employee  or agent of the  Company in  defending  a civil or criminal
action, suit or proceeding described above in "Indemnification" shall be paid by
the  Company  in  advance  of the  final  disposition  of such  action,  suit or
proceeding to the full extent permitted under Indiana law.

         D. Other  Rights.  The  indemnification  and  advancement  of  expenses
provided by or pursuant to this  Article  shall not be deemed  exclusive  of any
other rights to which those seeking  indemnification  or advancement of expenses
may be entitled under the Company's Articles of Incorporation,  any insurance or
other  agreement,  vote of  shareholders  or directors or otherwise,  both as to
actions in their official  capacity and as to actions in another  capacity while
holding  an  office,  and shall  continue  as to a person who has ceased to be a
director or officer and shall inure to the benefit to the heirs,  executors  and
administrators of such person provided that no indemnification  shall be made to
or on  behalf  of any  individual  if a  judgment  or other  final  adjudication
establishes  that his act or omissions (i) were in breach of his duty of loyalty
to the  Company or its  stockholders,  (ii) were not in good faith or involved a
knowing  violation  of law or  (iii)  resulted  in the  receipt  of an  improper
personal benefit.

                                                          

                                       5
E. Insurance. The Company shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of another company,  partnership,  joint venture,  trust, employee benefit
plan or  other  enterprise,  against  any  liability  asserted  against  him and
incurred  by him in any such  capacity,  or  arising  out of his status as such,
whether or not the Company  would have the power to  indemnify  him against such
liability under the provisions of these Articles of Incorporation.

         F. Modification.  The duties of the Company to indemnify and to advance
expenses  to a director  or officer  provided  in this  Article  shall be in the
nature of a contract between the Company and each such director or officer,  and
no amendment or repeal of any  provision  of this  Article  shall alter,  to the
detriment of such  director or officer,  the right of such person to the advance
of expenses or indemnification  related to a claim based on an act or failure to
act which took place prior to such amendment or repeal.

Item 7.  Exemption from Registration Claimed.

         Not  applicable  since no  restricted  securities  will be reoffered or
resold pursuant to this Registration Statement.

                                                          

                                       6
Item 8.  Exhibits

         The following exhibits are filed with or incorporated by reference into
this Registration  Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):

          No.                    Exhibit                               

         5           Opinion of Elias, Matz, Tiernan & Herrick
                       L.L.P. as to the legality of the securities     

         23.1        Consent of Elias, Matz, Tiernan & Herrick
                     L.L.P. (contained in the opinion included
                      as Exhibit 5)

         23.2        Consent of Deloitte & Touche LLP                  

         24          Power of attorney for any subsequent
                      amendments is located in the signature pages

Item 9.  Undertakings.

         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, (ii) to reflect
in the  prospectus  any facts or events  arising after the effective date of the
Registration  Statement (or the most recent  post-effective  amendment  thereof)
which,  individually or in the aggregate,  represent a fundamental change in the
information set forth in the  Registration  Statement,  and (iii) to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  in  such
information in the Registration Statement;  provided,  however, that clauses (i)
and  (ii)  do  not  apply  if  the  information  required  to be  included  in a
post-effective amendment by those clauses is contained in periodic reports filed
by the  Registrant  pursuant to Section 13 or Section  15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

         2.  That,  for the  purpose  of  determining  any  liability  under the
Securities 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.

                                       7
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.

         4. That,  for the  purposes  of  determining  any  liability  under the
Securities  Act,  each  filing of the  Registrant's  annual  report  pursuant to
Section  13(a) or Section  15(d) of the  Exchange  Act 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.

         5.  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  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against  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 questions whether such  indemnification by it is against public
policy  expressed  in the  Securities  Act and  will be  governed  by the  final
adjudication of such issue.

                                       

                                        8
SIGNATURES

         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 Richmond, State of Indiana on December 12, 1997.

                                              HARRINGTON FINANCIAL GROUP, INC.

                                         By   /s/Craig J. Cerny
                                              -----------------
                                              Craig J. Cerny
                                              President

        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 dates indicated. Each person whose signature appears below
hereby  makes,  constitutes  and  appoints  Craig J.  Cerny his true and  lawful
attorney,  with full power to sign for such person and in such person's name and
capacity  indicated  below,  and with  full  power of  substitution  any and all
amendments to this Registration Statement,  hereby ratifying and confirming such
person's  signature  as it may be  signed  by  said  attorney  to  any  and  all
amendments.

/s/Craig J. Cerny                                              December 12, 1997
-----------------
Craig J. Cerny
President and Chief Executive Officer
(Principal Executive Officer)

/s/Catherine A. Habschmidt                                     December 12, 1997
--------------------------
Catherine A. Habschmidt
Chief Financial Officer and Treasurer

                         

                                        9
/s/Douglas T. Breeden                                          December 12, 1997
---------------------
Douglas T. Breeden
Chairman of the Board

/s/William F. Quinn                                            December 12, 1997
-------------------
William F. Quinn
Director

/s/Daniel C. Dektar                                            December 12, 1997
-------------------
Daniel C. Dektar
Director
                                                               

/s/Michael J. Giarla                                           December 12, 1997
--------------------
Michael J. Giarla
Director

                                                               
/s/Stephen A. Eason                                            December 12, 1997
-------------------
Stephen A. Eason
Director

/s/Lawrence E. Golaszewski                                     December 12, 1997
--------------------------
Lawrence E. Golaszewski
Director

/s/David F. Harper                                             December 12, 1997
------------------
David F. Harper
Director

                                        

                                       10
/s/Stanley J. Kon                                              December 12, 1997
-----------------
Stanley J. Kon
Director

/s/John J. McConnell                                           December 12, 1997
--------------------
John J. McConnell
Director

/s/Marianthe S. Newkill                                        December 12, 1997
-----------------------
Marianthe S. Newkill
Director
                                                        

                                       11