As filed with the Securities and Exchange Commission on January 6, 1999
                                                           Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                                 FFW CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                           35-1875502
(State or other jurisdiction of                            (I.R.S. Employer 
incorporation or organization)                             Identification No.)

   1205 N. Cass Street, Wabash, Indiana                      46992-1027
 (Address of principal executive offices)                    (Zip Code)

                                 FFW CORPORATION
                           1998 OMNIBUS INCENTIVE PLAN
                            (Full title of the plan)

                            Jeffrey M. Werthan, P.C.
                              Matt A. Mullins, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                             7th Floor - East Tower
                             1100 New York Avenue NW
                              Washington, DC 20005
                     (Name and address of agent for service)

                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE

----------------------------------------------------------------------------------------------------------------------
                                                        Proposed                  Proposed
    Title of securities         Amount to be        maximum offering         maximum aggregate           Amount of
     to be registered          registered(1)         price per share           offering price         registration fee
    ------------------         -------------        -----------------        -----------------        ----------------
<S>                          <C>                      <C>                       <C>                        <C>
Common Stock, par
  value $0.01 per share      142,000 shares                       (2)           $2,266,750(2)              $631(2)
 
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
         Registration  Statement covers, in addition to the number of shares set
         forth above,  an  indeterminate  number of shares  which,  by reason of
         certain events specified in the Plan, may become subject to the Plan.
(2)      Estimated in  accordance  with Rule  457(h),  solely for the purpose of
         calculating  the  registration   fee.  Of  the  142,000  shares  to  be
         registered,  3,000 shares are to be  registered  based upon an exercise
         price of $14.25 per share,  and the remaining  139,000 shares are to be
         registered  based upon the average of the closing bid and asked  prices
         of the common stock of FFW  Corporation  of $16 per share on the Nasdaq
         Small-Cap Market on December 31, 1998.
<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to participants  in the FFW  Corporation  1998 Omnibus
Incentive  Plan (the "Plan") as specified by Rule  428(b)(1)  promulgated by the
SEC under the Securities Act of 1933, as amended (the "Securities Act").

         Such  document(s)  are not being  filed  with the SEC,  but  constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

                                       I-1

<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.           Incorporation of Certain Documents by Reference.

         The  following  documents  previously  or  concurrently  filed  by  FFW
Corporation (the "Company") with the SEC are hereby incorporated by reference in
this  Registration  Statement  and the  Prospectus  to which  this  Registration
Statement  relates  (the  "Prospectus"),  which  Prospectus  has been or will be
delivered  to  the  participants  in  the  plan  covered  by  this  Registration
Statement:

(a)      the Company's annual report on Form 10-K for the fiscal year ended June
         30, 1998 (File No. 0-21170);

(b)      all other  reports  filed by the Company  pursuant to Section  13(a) or
         15(d) of the  Exchange  Act since the end of the fiscal year covered by
         the Annual Report referred to above;

(c)      the  description  of the  Company's  common  stock,  par value $.01 per
         share,  of the Registrant  contained in the  Registrant's  Registration
         Statement on Form 8-A (File No. 0-21170) filed with the SEC on February
         3, 1993 and all amendments or reports filed for the purpose of updating
         such description.

         All  documents  subsequently  filed  by the  Registrant  with  the  SEC
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 hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this Registration  Statement and the Prospectus and to be a part hereof and
thereof from the date of the filing of such documents.  Any statement  contained
in the documents incorporated, or deemed to be incorporated, by reference herein
or in the  Prospectus  shall be deemed to be modified or superseded for purposes
of this Registration Statement and the Prospectus to the extent that a statement
contained  herein or therein or in any other  subsequently  filed document which
also is,  or is deemed  to be,  incorporated  by  reference  herein  or  therein
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 and the Prospectus.

         The Company  shall  furnish  without  charge to each person to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests should be directed to the
Secretary,  FFW Corporation,  1205 N. Cass Street,  Wabash,  Indiana 46992-1027,
telephone number (219) 563-3185.

         All  information  appearing  in  this  Registration  Statement  and the
Prospectus is qualified in its entirety by the detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.


                                      II-1

<PAGE>
Item 4.           Description of Securities.

         Not Applicable.

Item 5.           Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.           Indemnification of Directors and Officers.

         The Certificate of Incorporation of the Holding Company provides that a
director or officer of the Holding  Company shall be  indemnified by the Holding
Company to the fullest extent authorized by the Delaware General Corporation Law
against all expenses, liability and loss reasonably incurred or suffered by such
person in  connection  with his  activities  as a  director  or  officer or as a
director,  officer,  employee  or agent of  another  company,  if the  director,
officer,  employee  or agent held such  position  at the  request of the Holding
Company.  Delaware law requires that such director,  officer, employee or agent,
in order to be  indemnified,  must  have  acted  in good  faith  and in a manner
reasonably  believed  to be not  opposed to the best  interests  of the  Holding
Company  and,  with  respect to any criminal  action or  proceeding,  either had
reasonable  cause to believe such conduct was lawful or did not have  reasonable
cause to believe his conduct was unlawful.

         The Certificate of Incorporation and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other  right  which a person  seeking  indemnification  may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the  Holding  Company,  agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.

         These   provisions  may  have  the  effect  of  deterring   shareholder
derivative actions,  since the Holding Company may ultimately be responsible for
expenses for both parties to the action.  A similar effect would not be expected
for third-party claims.

         In addition,  the  Certificate of  Incorporation  and Delaware law also
provide that the Holding  Company may  maintain  insurance,  at its expense,  to
protect  itself and any  director,  officer,  employee  or agent of the  Holding
Company or  another  corporation,  partnership,  joint  venture,  trust or other
enterprise  against any expense,  liability or loss,  whether or not the Holding
Company has the power to indemnify such person  against such expense,  liability
or loss under the Delaware General  Corporation Law. The Holding Company intends
to obtain such insurance.


Item 7.           Exemption from Registration Claimed.

         Not Applicable.

Item 8.           Exhibits.

         See the Index to Exhibits to this Registration Statement.

                                      II-2

<PAGE>
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 the
                           registration    statement   (or   the   most   recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate,  represents a fundamental change
                           in the  information  set  forth  in the  registration
                           statement.   Notwithstanding   the   foregoing,   any
                           increase or decrease in volume of securities  offered
                           (if the  total  dollar  value of  securities  offered
                           would not exceed that which was  registered)  and any
                           deviation  from the low or high end of the  estimated
                           maximum  offering  range may be reflected in the form
                           of a  prospectus  filed with the SEC pursuant to Rule
                           424(b) if, in the  aggregate,  the  changes in volume
                           and price  represent  no more than 20%  change in the
                           maximum  aggregate  offering  price  set forth in the
                           "Calculation  of  Registration   Fee"  table  in  the
                           effective registration statement.

                           (iii)  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,  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) of or 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;

         (c)  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

                                      II-3

<PAGE>



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.



                                      II-4

<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
the  requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Wabash, State of Indiana, on January 6, 1999.

                                           FFW CORPORATION



                                  By:      /s/ Nicholas M. George
                                           ------------------------------------
                                           Nicholas M. George, President,
                                           Chief Executive Officer and Director
                                           (Duly Authorized Representative)


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints  Nicholas M. George and Roger K. Cromer,
or either of them, his true and lawful  attorneys-in-fact  and agents, with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might  or  could  do  in  person,  hereby  ratifying  and  confirming  all  said
attorneys-in-fact  and agents or their substitutes or substitute may lawfully do
or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.


/s/ Wayne W. Rees                   /s/ Nicholas M. George
------------------------------      -------------------------------------------
WAYNE W. REES, Chairman of the      NICHOLAS M. GEORGE, President,
Board and Secretary                 Chief Executive Officer and Director
                                    (Principal Executive and Operating Officer)

Date:    January 6, 1999            Date:    January 6, 1999
         ---------------                     --------------- 


/s/ Thomas L. Frank                 /s/ Joseph W. McSpadden
-------------------------           -----------------------------
THOMAS L. FRANK, Director           JOSEPH W. MCSPADDEN, Director

Date:    January 6, 1999            Date:    January 6, 1999
         ---------------                     --------------- 


                                      II-5
<PAGE>




/s/ Stanley Myers                   /s/ Ronald D. Reynolds
-----------------------             ----------------------------
STANLEY MYERS, Director             RONALD D. REYNOLDS, Director

Date:    January 6, 1999            Date:    January 6, 1999
         ---------------                     --------------- 


/s/ Roger K. Cromer
--------------------------------
ROGER K. CROMER, Chief Financial
Officer (Principal Financial and
Accounting Officer)

Date:    January 6, 1999
         ---------------









                                      II-6

<PAGE>

                                Index to Exhibits

                                                                  Reference to
Regulation S-B                                                   Prior filing or
    Exhibit                                                       Exhibit Number
    Number                Document                               Attached Hereto
    ------  -----------------------------------------------      ---------------

       4    Articles of Incorporation, including amendments                   *
            thereto
 
            Bylaws                                                            *

            Form of Stock Certificate of FFW Corporation                      *

      5     Opinion of Silver, Freedman & Taff, L.L.P.                        5

     23.1   Consent of Crowe, Chizek and Company LLP                       23.1

     23.2   Consent of Silver, Freedman & Taff, L.L.P.    Included in Exhibit 5

     24     Power of Attorney                             Contained on signature
                                                          page


*        Filed as an Exhibit to the Company's  Form S-1  Registration  Statement
         filed on December 21, 1992 (File No. 33-56110) pursuant to Section 5 of
         the Securities Act of 1933. All of such previously  filed documents are
         hereby  incorporated herein by reference in accordance with item 601 of
         Regulation S-B.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20293}]
{"company-data": {"conformed-name": "FFW CORP", "cik": "0000895401", "assigned-sic": "6035", "irs-number": "351875502", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70179", "film-number": "99501686"}, "business-address": {"street1": "1205 N CASS STREET", "street2": "PO BOX 419", "city": "WABASH", "state": "IN", "zip": "46992-1027", "phone": "2195633185"}, "mail-address": {"street1": "1205 N CASS ST", "street2": "PO BOX 419", "city": "WABASH", "state": "IN", "zip": "46992"}}
As filed with the Securities and Exchange Commission on January 6, 1999
                                                           Registration No. 333-
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                                 FFW CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                                           35-1875502
(State or other jurisdiction of                            (I.R.S. Employer 
incorporation or organization)                             Identification No.)

   1205 N. Cass Street, Wabash, Indiana                      46992-1027
 (Address of principal executive offices)                    (Zip Code)

                                 FFW CORPORATION
                           1998 OMNIBUS INCENTIVE PLAN
                            (Full title of the plan)

                            Jeffrey M. Werthan, P.C.
                              Matt A. Mullins, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                             7th Floor - East Tower
                             1100 New York Avenue NW
                              Washington, DC 20005
                     (Name and address of agent for service)

                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

----------------------------------------------------------------------------------------------------------------------
                                                        Proposed                  Proposed
    Title of securities         Amount to be        maximum offering         maximum aggregate           Amount of
     to be registered          registered(1)         price per share           offering price         registration fee
    ------------------         -------------        -----------------        -----------------        ----------------
Common Stock, par
  value $0.01 per share      142,000 shares                       (2)           $2,266,750(2)              $631(2)
 
----------------------------------------------------------------------------------------------------------------------
(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
         Registration  Statement covers, in addition to the number of shares set
         forth above,  an  indeterminate  number of shares  which,  by reason of
         certain events specified in the Plan, may become subject to the Plan.
(2)      Estimated in  accordance  with Rule  457(h),  solely for the purpose of
         calculating  the  registration   fee.  Of  the  142,000  shares  to  be
         registered,  3,000 shares are to be  registered  based upon an exercise
         price of $14.25 per share,  and the remaining  139,000 shares are to be
         registered  based upon the average of the closing bid and asked  prices
         of the common stock of FFW  Corporation  of $16 per share on the Nasdaq
         Small-Cap Market on December 31, 1998.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to participants  in the FFW  Corporation  1998 Omnibus
Incentive  Plan (the "Plan") as specified by Rule  428(b)(1)  promulgated by the
SEC under the Securities Act of 1933, as amended (the "Securities Act").

         Such  document(s)  are not being  filed  with the SEC,  but  constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

                                       I-1
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.           Incorporation of Certain Documents by Reference.

         The  following  documents  previously  or  concurrently  filed  by  FFW
Corporation (the "Company") with the SEC are hereby incorporated by reference in
this  Registration  Statement  and the  Prospectus  to which  this  Registration
Statement  relates  (the  "Prospectus"),  which  Prospectus  has been or will be
delivered  to  the  participants  in  the  plan  covered  by  this  Registration
Statement:

(a)      the Company's annual report on Form 10-K for the fiscal year ended June
         30, 1998 (File No. 0-21170);

(b)      all other  reports  filed by the Company  pursuant to Section  13(a) or
         15(d) of the  Exchange  Act since the end of the fiscal year covered by
         the Annual Report referred to above;

(c)      the  description  of the  Company's  common  stock,  par value $.01 per
         share,  of the Registrant  contained in the  Registrant's  Registration
         Statement on Form 8-A (File No. 0-21170) filed with the SEC on February
         3, 1993 and all amendments or reports filed for the purpose of updating
         such description.

         All  documents  subsequently  filed  by the  Registrant  with  the  SEC
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 hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this Registration  Statement and the Prospectus and to be a part hereof and
thereof from the date of the filing of such documents.  Any statement  contained
in the documents incorporated, or deemed to be incorporated, by reference herein
or in the  Prospectus  shall be deemed to be modified or superseded for purposes
of this Registration Statement and the Prospectus to the extent that a statement
contained  herein or therein or in any other  subsequently  filed document which
also is,  or is deemed  to be,  incorporated  by  reference  herein  or  therein
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 and the Prospectus.

         The Company  shall  furnish  without  charge to each person to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests should be directed to the
Secretary,  FFW Corporation,  1205 N. Cass Street,  Wabash,  Indiana 46992-1027,
telephone number (219) 563-3185.

         All  information  appearing  in  this  Registration  Statement  and the
Prospectus is qualified in its entirety by the detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

                                      II-1
Item 4.           Description of Securities.

         Not Applicable.

Item 5.           Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.           Indemnification of Directors and Officers.

         The Certificate of Incorporation of the Holding Company provides that a
director or officer of the Holding  Company shall be  indemnified by the Holding
Company to the fullest extent authorized by the Delaware General Corporation Law
against all expenses, liability and loss reasonably incurred or suffered by such
person in  connection  with his  activities  as a  director  or  officer or as a
director,  officer,  employee  or agent of  another  company,  if the  director,
officer,  employee  or agent held such  position  at the  request of the Holding
Company.  Delaware law requires that such director,  officer, employee or agent,
in order to be  indemnified,  must  have  acted  in good  faith  and in a manner
reasonably  believed  to be not  opposed to the best  interests  of the  Holding
Company  and,  with  respect to any criminal  action or  proceeding,  either had
reasonable  cause to believe such conduct was lawful or did not have  reasonable
cause to believe his conduct was unlawful.

         The Certificate of Incorporation and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other  right  which a person  seeking  indemnification  may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the  Holding  Company,  agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.

         These   provisions  may  have  the  effect  of  deterring   shareholder
derivative actions,  since the Holding Company may ultimately be responsible for
expenses for both parties to the action.  A similar effect would not be expected
for third-party claims.

         In addition,  the  Certificate of  Incorporation  and Delaware law also
provide that the Holding  Company may  maintain  insurance,  at its expense,  to
protect  itself and any  director,  officer,  employee  or agent of the  Holding
Company or  another  corporation,  partnership,  joint  venture,  trust or other
enterprise  against any expense,  liability or loss,  whether or not the Holding
Company has the power to indemnify such person  against such expense,  liability
or loss under the Delaware General  Corporation Law. The Holding Company intends
to obtain such insurance.

Item 7.           Exemption from Registration Claimed.

         Not Applicable.

Item 8.           Exhibits.

         See the Index to Exhibits to this Registration Statement.

                                      II-2
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 the
                           registration    statement   (or   the   most   recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate,  represents a fundamental change
                           in the  information  set  forth  in the  registration
                           statement.   Notwithstanding   the   foregoing,   any
                           increase or decrease in volume of securities  offered
                           (if the  total  dollar  value of  securities  offered
                           would not exceed that which was  registered)  and any
                           deviation  from the low or high end of the  estimated
                           maximum  offering  range may be reflected in the form
                           of a  prospectus  filed with the SEC pursuant to Rule
                           424(b) if, in the  aggregate,  the  changes in volume
                           and price  represent  no more than 20%  change in the
                           maximum  aggregate  offering  price  set forth in the
                           "Calculation  of  Registration   Fee"  table  in  the
                           effective registration statement.

                           (iii)  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,  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) of or 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;

         (c)  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

                                      II-3
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.

                                      II-4
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
the  requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Wabash, State of Indiana, on January 6, 1999.

                                           FFW CORPORATION

                                  By:      /s/ Nicholas M. George
                                           ------------------------------------
                                           Nicholas M. George, President,
                                           Chief Executive Officer and Director
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints  Nicholas M. George and Roger K. Cromer,
or either of them, his true and lawful  attorneys-in-fact  and agents, with full
power of substitution  and  resubstitution,  for him and in his name,  place and
stead,  in any and all  capacities,  to sign any and all  amendments  (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might  or  could  do  in  person,  hereby  ratifying  and  confirming  all  said
attorneys-in-fact  and agents or their substitutes or substitute may lawfully do
or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

/s/ Wayne W. Rees                   /s/ Nicholas M. George
------------------------------      -------------------------------------------
WAYNE W. REES, Chairman of the      NICHOLAS M. GEORGE, President,
Board and Secretary                 Chief Executive Officer and Director
                                    (Principal Executive and Operating Officer)

Date:    January 6, 1999            Date:    January 6, 1999
         ---------------                     --------------- 

/s/ Thomas L. Frank                 /s/ Joseph W. McSpadden
-------------------------           -----------------------------
THOMAS L. FRANK, Director           JOSEPH W. MCSPADDEN, Director

Date:    January 6, 1999            Date:    January 6, 1999
         ---------------                     --------------- 

                                      II-5
/s/ Stanley Myers                   /s/ Ronald D. Reynolds
-----------------------             ----------------------------
STANLEY MYERS, Director             RONALD D. REYNOLDS, Director

Date:    January 6, 1999            Date:    January 6, 1999
         ---------------                     --------------- 

/s/ Roger K. Cromer
--------------------------------
ROGER K. CROMER, Chief Financial
Officer (Principal Financial and
Accounting Officer)

Date:    January 6, 1999
         ---------------

                                      II-6
Index to Exhibits

                                                                  Reference to
Regulation S-B                                                   Prior filing or
    Exhibit                                                       Exhibit Number
    Number                Document                               Attached Hereto
    ------  -----------------------------------------------      ---------------

       4    Articles of Incorporation, including amendments                   *
            thereto
 
            Bylaws                                                            *

            Form of Stock Certificate of FFW Corporation                      *

      5     Opinion of Silver, Freedman & Taff, L.L.P.                        5

     23.1   Consent of Crowe, Chizek and Company LLP                       23.1

     23.2   Consent of Silver, Freedman & Taff, L.L.P.    Included in Exhibit 5

     24     Power of Attorney                             Contained on signature
                                                          page

*        Filed as an Exhibit to the Company's  Form S-1  Registration  Statement
         filed on December 21, 1992 (File No. 33-56110) pursuant to Section 5 of
         the Securities Act of 1933. All of such previously  filed documents are
         hereby  incorporated herein by reference in accordance with item 601 of
         Regulation S-B.