SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ______________________

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                               BRENTON BANKS, INC.
             (Exact name of registrant as specified in its Charter)

          Iowa                                      42-0658989

(State or other jurisdiction)           (I.R.S. Employer incorporation or
                                         organization Identification Number)

                            Suite 300, Capital Square
                                400 Locust Street
                             Des Moines, Iowa 50309
                    (Address of principal executive office)

                               BRENTON BANKS, INC.
           BRENTON BANKS, INC. - LONG-TERM STOCK COMPENSATION PLAN
                            (Full Title of the Plan)

                                Steven T. Schuler
                            Suite 300, Capital Square
                                400 Locust Street
                             Des Moines, Iowa 50309
                    (Name and address of agent for service)

                                  515/237-5100
        (Telephone number, including area code, of agent for service)

                                    Copies to:
      Brown, Winick, Graves, Donnelly, Baskerville and Schoenebaum, P.L.C.
                 Suite 1100, Two Ruan Center, 601 Locust Street
                             Des Moines, Iowa 50309

     If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plan, check the following box.  /  X  /

<TABLE>
<CAPTION>
                                    CALCULATION OF REGISTRATION FEE
______________________________________________________________________________________________
Title of Securities | Amount to be | Proposed Maximum | Proposed Maximum   |   Amount of
to be Registered    |  Registered  |  Offering Price  | Aggregate Offering | Registration Fee
                    |              |    Per Share*    |       Price        |
___________________   ____________   ________________   __________________   _________________
<S>                    <C>              <C>              <C>                     <C>
Common Stock        |   360,000    |     $18.875      |   $6,795,000.00    |      $2,345.00
$5 par value        |   Shares     |                  |                    |
______________________________________________________________________________________________

<FN>
          *This price is estimated solely for the purpose of calculating the registration fee. 

</TABLE>

      Approximate date of commencement of proposed sales pursuant to the Plan: 
As soon as practicable after the effective date of this Registration
Statement.

                                  Page 1 of 15
<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference.  The following documents
filed by Brenton Banks, Inc. with the Securities and Exchange Commission are
incorporated in and are hereby made a part of this registration statement by
reference, except to the extent that any statement or information therein is
modified, superseded or replaced by a statement or information contained in
any other subsequently filed document incorporated herein by reference:

          1.  Brenton Banks, Inc.'s annual report on Form 10-K for the year
              ended December 31, 1993.

          2.  The description of Common Shares on Form 10-K for the year ended
              December 31, 1993.

          3.  From the date of filing of such documents, all documents filed
              by Brenton Banks, Inc. with the Commission pursuant to Section
              13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
              subsequent to the date of this Registration Statement and prior
              to the filing of a post-effective amendment to the Registration
              Statement which indicates that all securities offered hereby
              have been sold or which deregisters all securities then
              remaining unsold.

Item 4.  Description of Securities.

              Not applicable.

Item 5.  Interests of Named Experts and Counsel.

              Not applicable.

Item 6.  Indemnification of Officers and Directors.

                                 INDEMNIFICATION

Statutory Indemnification.

     In general Iowa Code Chapter 490 governs the circumstances under which
the Company shall or may indemnify a present or former director of the
Company.  Iowa Code Section 490.850 to 490.858 provide for three types of
indemnification: (i) mandatory indemnification; (ii) permissive
indemnification; and (iii) court ordered indemnification.  

     Mandatory indemnification of directors of the Company is required by Iowa
Code Section 490.852, when the director is made a party to the proceeding by
reason of his or her position with the Company and the director has been
wholly successful, on the merits or otherwise.  A director entitled to
mandatory indemnification shall be indemnified against reasonable expenses
incurred in the proceeding.  

     Permissive indemnification of directors is governed by Iowa Code Section
490.851.  In proceedings brought in the name of the corporation, the director
may be entitled to indemnification for reasonable expenses if he or she is not
adjudged liable to the corporation.  In other proceedings, the director may be
indemnified for judgments, fines, penalties, settlements and reasonable
expenses.  To be eligible for any permissive indemnification, the individual
must meet certain standards of conduct which require: (i) the person must

                                       2
<PAGE>
have acted in good faith and (ii) that the person reasonably believed that the
actions were in the best interests of the corporation if he or she was acting
in an official capacity or that the actions were not opposed to the best
interests of the corporation if he or she was not acting in an official
capacity.  However, permissive indemnification is not allowed if the
individual receives an improper personal benefit from his or her actions. 

     Court ordered indemnification is available when a director is entitled to
mandatory or permissive indemnification.  Additionally, court ordered
indemnification is available when indemnification is provided by the
corporation's articles, bylaws, general or specific action of the board of
directors or by contract. 

     Unless limited by the corporation's articles of incorporation, an officer
of the corporation is entitled to mandatory indemnification under Iowa Code
Section 490.852, and is entitled to apply for court ordered indemnification
under Iowa Code Section 490.854, in each case to the same extent as a
director.  A corporation may indemnify an officer, employee, or agent who is
not a director to the same extent as a director.

Indemnification Provisions of Articles and Bylaws.

     Iowa Code Section 490.858 permits Iowa corporations to adopt provisions
regarding indemnification in addition to those provided by statute, provided
that no indemnification will be made to a director for (i) breach of the
director's duty of loyalty to the corporation or stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or
knowing violation of law, (iii) for a transaction from which the director
derives an improper personal benefit, or (iv) a violation under Iowa Code
Section 490.833.  To the extent applicable the foregoing provisions apply to
the indemnification of officers of the corporation.  Additionally,
indemnification in connection with proceedings by or in the right of the
corporation are limited to the reasonable expenses incurred in connection with
the proceeding.

     In addition to the Iowa statutes explained above, Article VII of the
Parent Company's Articles of Incorporation and Article X of the Parent
Company's Bylaws contain the following provisions regarding indemnification of
directors and officers.

     ARTICLE VII OF THE PARENT COMPANY'S ARTICLES OF INCORPORATION:

                                   ARTICLE VII

                   Indemnification of Directors and Officers

                                 *     *     *

     2.  Indemnification.  The Corporation shall indemnify a director of
     this corporation, and each director of this corporation who is 
     serving or has served at the request of this corporation, as a
     director, officer, partner, trustee, employee or agent of another
     corporation, partnership, joint venture, trust, other enterprise or
     employee benefit plan to the fullest extent possible against
     expenses, including attorneys' fees, judgments, penalties fines,
     settlements and reasonable expenses actually incurred by such
     director or person relating to his conduct as a director of this
     corporation or as a director, officer, partner, trustee, employee
     or agent of another corporation, partnership, joint venture, trust,
     other enterprise or employee benefit plan, except that the
     mandatory indemnification required by this sentence shall not apply
     (i) to a breach of the director's duty of loyalty to the
     corporation or its stockholders, (ii) for acts or omissions not in
     good faith or which involve intentional misconduct or knowing
     violation of the law, (iii) for a transaction from which a director
     derived an improper personal benefit, (iv) under Section 496A.44 of the


                                        3
<PAGE>
     Iowa Business Corporation Act, or (v) against judgments, penalties,
     fines and settlements arising from any proceeding by or in the
     right of the corporation, or against expenses in any such case
     where such director shall be adjudged liable to the corporation.



     ARTICLE X OF THE PARENT COMPANY'S BYLAWS:

     ARTICLE X.  Indemnification of Directors and Officers.

     The Corporation shall indemnify an officer of this corporation, and
     each officer of this corporation who is serving or has served at
     the request of this corporation, as a director, officer, partner,
     trustee, employee or agent of another corporation, partnership,
     joint venture, trust, other enterprise or employee benefit plan to
     the fullest extent possible against expenses, including attorneys'
     fees, judgments, penalties, fines, settlements and reasonable
     expenses actually incurred by such director or person relating to
     his conduct as a director of this corporation or as a director,
     officer, partner, trustee, employee or agent of another
     corporation, partnership, joint venture, trust, other enterprise or
     employee benefit plan, except that the mandatory indemnification
     required by this sentence shall not apply (i) to a breach of the
     officers' duty of loyalty to the corporation or its stockholders,
     (ii) for acts or omissions not in good faith or which involve
     intentional misconduct or knowing violation of the law, (iii) for a
     transaction from which a officer derived an improper personal
     benefit, (iv) under Section 496A.44 of the Iowa Business
     Corporation Act, or (v) against judgments, penalties, fines and
     settlements arising from any proceeding by or in the right of the
     corporation, or against expenses in any such case where such
     officer shall be adjudged liable to the corporation.

Non-liability Provisions.

Pursuant to Iowa Code Section 490.832, the Company has adopted a provision in
its articles eliminating the personal liability of a director to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, provided that such limitation of liability shall not apply
(i) to a breach of the officers' duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law, (iii) for a
transaction from which a officer derived an improper personal benefit or under
Iowa Code Section 490.833.  

Item 7.  Exemption from Registration Claimed.  

              Not applicable.

Item 8.  Exhibits.  The following exhibits are filed as a part of this
Registration Statement:


     Exhibit No. 

         5         Opinion of Brown, Winick, Graves, Donnelly, Baskerville and
                   Schoenebaum, P.L.C. to legality of securities being
                   registered and consent to reference to it in the
                   Registration Statement. 

      23.1         The consent of Brown, Winick, Graves, Donnelly, Baskerville
                   and Schoenebaum, P.L.C., contained in the opinion submitted
                   as Exhibit 5 hereto.  The consent of Brown, Winick, Graves,
                   Donnelly, Baskerville and Schoenebaum, P.L.C., is
                   incorporated by reference from Exhibit 5 of this
                   Registration Statement.

       23.2        The consent of Peat Marwick Main & Co. to the incorporation
                   by reference to the Company's 1993 audited financial
                   statements from the Company's Form 10-K for its fiscal year
                   ending December 31, 1993.


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 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
          aggregate, represent a fundamental change to such information in the
          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;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed by
     the registrant pursuant to section 13 or section 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference in the
     Registration Statement.

          (2)  That for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment to this
     Registration Statement shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof; and

          (3)  To remove from registration by means of a post-effective
     amendment to this Registration Statement any of the securities being
     registered which remain unsold at the termination of the offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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
<PAGE>
     The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus to each employee to whom the prospectus is sent
or given a copy of the registrant's latest annual report to stockholders that
is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and where such interim financial information required to
be presented by Article 3 of the Regulation S-X are not set forth in the
prospectus, to deliver or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.  

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of the 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.



                                        6
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing an Appendix to 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 Des Moines, State of
Iowa, of the 25th day of April, 1994.



                              BRENTON BANKS, INC.




                     By  s/C. Robert Brenton

                     Chairman of the Board of Directors
                              C. ROBERT BRENTON

                        Date:  April 25, 1994





     Pursuant to the requirements of the Securities Exchange Act of 1933, this
Registration Statement has been signed below by the following persons on
behalf of the registrant and in the capacities indicated on this 25th day of
April, 1994.


                     By  s/William H. Brenton

                     Chairman of the Executive Committee,
             Vice Chairman of the Board of Directors and Director
                              WILLIAM H. BRENTON
                         Principal Executive Officer

                       Date:    April 25, 1994




                     By  s/C. Robert Brenton

                      Chairman of the Board and Director
                               C. ROBERT BRENTON
                          Principal Executive Officer

                       Date:    April 25, 1994



                                        7
<PAGE>
                     By  s/Junius C. Brenton


                       President (1990-1993) and Director
                               JUNIUS C. BRENTON
                          Principal Executive Officer


                       Date:    April 25, 1994





                     By  s/Robert L. DeMeulenaere

                             President and Director
                             ROBERT L. DEMEULENAERE


                       Date:    April 25, 1994





                     By   s/Steven T. Schuler

                       Vice President/Treasurer/Secretary
                                STEVEN T. SCHULER
                             Chief Financial Officer

                       Date:    April 25, 1994





                       By  s/Thea H. Oberlander

                              Corporate Controller
                               THEA H. OBERLANDER

                       Date:    April 25, 1994





                               BOARD OF DIRECTORS



                     By  s/R. Dean Duben

                                 R. DEAN DUBEN

                       Date:    April 25, 1994





                     By  s/Thomas R. Smith

                                THOMAS R. SMITH

                       Date:    April 25, 1994



                                        8
<PAGE>
                               BRENTON BANKS, INC.
                                  EXHIBIT INDEX


Exhibit Table                                                  Page Number in
   Number                        Exhibit                     Sequential System


      5       Opinion of Brown, Winick, Graves, Donnelly,
              Baskerville and Schoenebaum, P.L.C., to
              legality of securities being registered and
              consent to reference to it in the Registration
              Statement.                                            10

    23.1      The consent of Brown, Winick, Graves, Donnelly,
              Baskerville and Schoenebaum, P.L.C., contained
              in the opinion submitted as Exhibit 5 hereto.
              The consent of Brown, Winick, Graves, Donnelly,
              Baskerville and Schoenebaum, P.L.C., is
              incorporated by reference from Exhibit 5 of
              this Registration Statement.                          13

    23.2      The consent of Peat Marwick Main & Co. to the
              incorporation by reference to the Company's 1993
              audited financial statements from the Company's
              Form 10-K for its fiscal year ending December 31,
              1993.                                                 14


                                        9
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22534}]
{"company-data": {"conformed-name": "BRENTON BANKS INC", "cik": "0000014060", "assigned-sic": "6022", "irs-number": "420658989", "state-of-incorporation": "IA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53577", "film-number": "94527022"}, "business-address": {"street1": "400 LOCUST ST", "street2": "STE 300 CAPITAL SQ", "city": "DES MOINES", "state": "IA", "zip": "50309", "phone": "5152375100"}, "mail-address": {"street1": "400 LOCUST ST", "street2": "SUITE 300 CAPITAL SQ", "city": "DES MOINES", "state": "IA", "zip": "50309"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ______________________

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                               BRENTON BANKS, INC.
             (Exact name of registrant as specified in its Charter)

          Iowa                                      42-0658989

(State or other jurisdiction)           (I.R.S. Employer incorporation or
                                         organization Identification Number)

                            Suite 300, Capital Square
                                400 Locust Street
                             Des Moines, Iowa 50309
                    (Address of principal executive office)

                               BRENTON BANKS, INC.
           BRENTON BANKS, INC. - LONG-TERM STOCK COMPENSATION PLAN
                            (Full Title of the Plan)

                                Steven T. Schuler
                            Suite 300, Capital Square
                                400 Locust Street
                             Des Moines, Iowa 50309
                    (Name and address of agent for service)

                                  515/237-5100
        (Telephone number, including area code, of agent for service)

                                    Copies to:
      Brown, Winick, Graves, Donnelly, Baskerville and Schoenebaum, P.L.C.
                 Suite 1100, Two Ruan Center, 601 Locust Street
                             Des Moines, Iowa 50309

     If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plan, check the following box.  /  X  /
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________________________
Title of Securities | Amount to be | Proposed Maximum | Proposed Maximum   |   Amount of
to be Registered    |  Registered  |  Offering Price  | Aggregate Offering | Registration Fee
                    |              |    Per Share*    |       Price        |
___________________   ____________   ________________   __________________   _________________
Common Stock        |   360,000    |     $18.875      |   $6,795,000.00    |      $2,345.00
$5 par value        |   Shares     |                  |                    |
______________________________________________________________________________________________
*This price is estimated solely for the purpose of calculating the registration fee.
Approximate date of commencement of proposed sales pursuant to the Plan: 
As soon as practicable after the effective date of this Registration
Statement.

                                  Page 1 of 15
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference.  The following documents
filed by Brenton Banks, Inc. with the Securities and Exchange Commission are
incorporated in and are hereby made a part of this registration statement by
reference, except to the extent that any statement or information therein is
modified, superseded or replaced by a statement or information contained in
any other subsequently filed document incorporated herein by reference:

          1.  Brenton Banks, Inc.'s annual report on Form 10-K for the year
              ended December 31, 1993.

          2.  The description of Common Shares on Form 10-K for the year ended
              December 31, 1993.

          3.  From the date of filing of such documents, all documents filed
              by Brenton Banks, Inc. with the Commission pursuant to Section
              13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
              subsequent to the date of this Registration Statement and prior
              to the filing of a post-effective amendment to the Registration
              Statement which indicates that all securities offered hereby
              have been sold or which deregisters all securities then
              remaining unsold.

Item 4.  Description of Securities.

              Not applicable.

Item 5.  Interests of Named Experts and Counsel.

              Not applicable.

Item 6.  Indemnification of Officers and Directors.

                                 INDEMNIFICATION

Statutory Indemnification.

     In general Iowa Code Chapter 490 governs the circumstances under which
the Company shall or may indemnify a present or former director of the
Company.  Iowa Code Section 490.850 to 490.858 provide for three types of
indemnification: (i) mandatory indemnification; (ii) permissive
indemnification; and (iii) court ordered indemnification.  

     Mandatory indemnification of directors of the Company is required by Iowa
Code Section 490.852, when the director is made a party to the proceeding by
reason of his or her position with the Company and the director has been
wholly successful, on the merits or otherwise.  A director entitled to
mandatory indemnification shall be indemnified against reasonable expenses
incurred in the proceeding.  

     Permissive indemnification of directors is governed by Iowa Code Section
490.851.  In proceedings brought in the name of the corporation, the director
may be entitled to indemnification for reasonable expenses if he or she is not
adjudged liable to the corporation.  In other proceedings, the director may be
indemnified for judgments, fines, penalties, settlements and reasonable
expenses.  To be eligible for any permissive indemnification, the individual
must meet certain standards of conduct which require: (i) the person must

                                       2
have acted in good faith and (ii) that the person reasonably believed that the
actions were in the best interests of the corporation if he or she was acting
in an official capacity or that the actions were not opposed to the best
interests of the corporation if he or she was not acting in an official
capacity.  However, permissive indemnification is not allowed if the
individual receives an improper personal benefit from his or her actions. 

     Court ordered indemnification is available when a director is entitled to
mandatory or permissive indemnification.  Additionally, court ordered
indemnification is available when indemnification is provided by the
corporation's articles, bylaws, general or specific action of the board of
directors or by contract. 

     Unless limited by the corporation's articles of incorporation, an officer
of the corporation is entitled to mandatory indemnification under Iowa Code
Section 490.852, and is entitled to apply for court ordered indemnification
under Iowa Code Section 490.854, in each case to the same extent as a
director.  A corporation may indemnify an officer, employee, or agent who is
not a director to the same extent as a director.

Indemnification Provisions of Articles and Bylaws.

     Iowa Code Section 490.858 permits Iowa corporations to adopt provisions
regarding indemnification in addition to those provided by statute, provided
that no indemnification will be made to a director for (i) breach of the
director's duty of loyalty to the corporation or stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or
knowing violation of law, (iii) for a transaction from which the director
derives an improper personal benefit, or (iv) a violation under Iowa Code
Section 490.833.  To the extent applicable the foregoing provisions apply to
the indemnification of officers of the corporation.  Additionally,
indemnification in connection with proceedings by or in the right of the
corporation are limited to the reasonable expenses incurred in connection with
the proceeding.

     In addition to the Iowa statutes explained above, Article VII of the
Parent Company's Articles of Incorporation and Article X of the Parent
Company's Bylaws contain the following provisions regarding indemnification of
directors and officers.

     ARTICLE VII OF THE PARENT COMPANY'S ARTICLES OF INCORPORATION:

                                   ARTICLE VII

                   Indemnification of Directors and Officers

                                 *     *     *

     2.  Indemnification.  The Corporation shall indemnify a director of
     this corporation, and each director of this corporation who is 
     serving or has served at the request of this corporation, as a
     director, officer, partner, trustee, employee or agent of another
     corporation, partnership, joint venture, trust, other enterprise or
     employee benefit plan to the fullest extent possible against
     expenses, including attorneys' fees, judgments, penalties fines,
     settlements and reasonable expenses actually incurred by such
     director or person relating to his conduct as a director of this
     corporation or as a director, officer, partner, trustee, employee
     or agent of another corporation, partnership, joint venture, trust,
     other enterprise or employee benefit plan, except that the
     mandatory indemnification required by this sentence shall not apply
     (i) to a breach of the director's duty of loyalty to the
     corporation or its stockholders, (ii) for acts or omissions not in
     good faith or which involve intentional misconduct or knowing
     violation of the law, (iii) for a transaction from which a director
     derived an improper personal benefit, (iv) under Section 496A.44 of the

                                        3
Iowa Business Corporation Act, or (v) against judgments, penalties,
     fines and settlements arising from any proceeding by or in the
     right of the corporation, or against expenses in any such case
     where such director shall be adjudged liable to the corporation.

     ARTICLE X OF THE PARENT COMPANY'S BYLAWS:

     ARTICLE X.  Indemnification of Directors and Officers.

     The Corporation shall indemnify an officer of this corporation, and
     each officer of this corporation who is serving or has served at
     the request of this corporation, as a director, officer, partner,
     trustee, employee or agent of another corporation, partnership,
     joint venture, trust, other enterprise or employee benefit plan to
     the fullest extent possible against expenses, including attorneys'
     fees, judgments, penalties, fines, settlements and reasonable
     expenses actually incurred by such director or person relating to
     his conduct as a director of this corporation or as a director,
     officer, partner, trustee, employee or agent of another
     corporation, partnership, joint venture, trust, other enterprise or
     employee benefit plan, except that the mandatory indemnification
     required by this sentence shall not apply (i) to a breach of the
     officers' duty of loyalty to the corporation or its stockholders,
     (ii) for acts or omissions not in good faith or which involve
     intentional misconduct or knowing violation of the law, (iii) for a
     transaction from which a officer derived an improper personal
     benefit, (iv) under Section 496A.44 of the Iowa Business
     Corporation Act, or (v) against judgments, penalties, fines and
     settlements arising from any proceeding by or in the right of the
     corporation, or against expenses in any such case where such
     officer shall be adjudged liable to the corporation.

Non-liability Provisions.

Pursuant to Iowa Code Section 490.832, the Company has adopted a provision in
its articles eliminating the personal liability of a director to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, provided that such limitation of liability shall not apply
(i) to a breach of the officers' duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law, (iii) for a
transaction from which a officer derived an improper personal benefit or under
Iowa Code Section 490.833.  

Item 7.  Exemption from Registration Claimed.  

              Not applicable.

Item 8.  Exhibits.  The following exhibits are filed as a part of this
Registration Statement:

     Exhibit No. 

         5         Opinion of Brown, Winick, Graves, Donnelly, Baskerville and
                   Schoenebaum, P.L.C. to legality of securities being
                   registered and consent to reference to it in the
                   Registration Statement. 

      23.1         The consent of Brown, Winick, Graves, Donnelly, Baskerville
                   and Schoenebaum, P.L.C., contained in the opinion submitted
                   as Exhibit 5 hereto.  The consent of Brown, Winick, Graves,
                   Donnelly, Baskerville and Schoenebaum, P.L.C., is
                   incorporated by reference from Exhibit 5 of this
                   Registration Statement.

       23.2        The consent of Peat Marwick Main & Co. to the incorporation
                   by reference to the Company's 1993 audited financial
                   statements from the Company's Form 10-K for its fiscal year
                   ending December 31, 1993.

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 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
          aggregate, represent a fundamental change to such information in the
          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;

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
     apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed by
     the registrant pursuant to section 13 or section 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference in the
     Registration Statement.

          (2)  That for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment to this
     Registration Statement shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof; and

          (3)  To remove from registration by means of a post-effective
     amendment to this Registration Statement any of the securities being
     registered which remain unsold at the termination of the offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 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
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus to each employee to whom the prospectus is sent
or given a copy of the registrant's latest annual report to stockholders that
is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and where such interim financial information required to
be presented by Article 3 of the Regulation S-X are not set forth in the
prospectus, to deliver or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.  

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of the 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.

                                        6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing an Appendix to 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 Des Moines, State of
Iowa, of the 25th day of April, 1994.

                              BRENTON BANKS, INC.

                     By  s/C. Robert Brenton

                     Chairman of the Board of Directors
                              C. ROBERT BRENTON

                        Date:  April 25, 1994

     Pursuant to the requirements of the Securities Exchange Act of 1933, this
Registration Statement has been signed below by the following persons on
behalf of the registrant and in the capacities indicated on this 25th day of
April, 1994.

                     By  s/William H. Brenton

                     Chairman of the Executive Committee,
             Vice Chairman of the Board of Directors and Director
                              WILLIAM H. BRENTON
                         Principal Executive Officer

                       Date:    April 25, 1994

                     By  s/C. Robert Brenton

                      Chairman of the Board and Director
                               C. ROBERT BRENTON
                          Principal Executive Officer

                       Date:    April 25, 1994

                                        7
By  s/Junius C. Brenton

                       President (1990-1993) and Director
                               JUNIUS C. BRENTON
                          Principal Executive Officer

                       Date:    April 25, 1994

                     By  s/Robert L. DeMeulenaere

                             President and Director
                             ROBERT L. DEMEULENAERE

                       Date:    April 25, 1994

                     By   s/Steven T. Schuler

                       Vice President/Treasurer/Secretary
                                STEVEN T. SCHULER
                             Chief Financial Officer

                       Date:    April 25, 1994

                       By  s/Thea H. Oberlander

                              Corporate Controller
                               THEA H. OBERLANDER

                       Date:    April 25, 1994

                               BOARD OF DIRECTORS

                     By  s/R. Dean Duben

                                 R. DEAN DUBEN

                       Date:    April 25, 1994

                     By  s/Thomas R. Smith

                                THOMAS R. SMITH

                       Date:    April 25, 1994

                                        8
BRENTON BANKS, INC.
                                  EXHIBIT INDEX

Exhibit Table                                                  Page Number in
   Number                        Exhibit                     Sequential System

      5       Opinion of Brown, Winick, Graves, Donnelly,
              Baskerville and Schoenebaum, P.L.C., to
              legality of securities being registered and
              consent to reference to it in the Registration
              Statement.                                            10

    23.1      The consent of Brown, Winick, Graves, Donnelly,
              Baskerville and Schoenebaum, P.L.C., contained
              in the opinion submitted as Exhibit 5 hereto.
              The consent of Brown, Winick, Graves, Donnelly,
              Baskerville and Schoenebaum, P.L.C., is
              incorporated by reference from Exhibit 5 of
              this Registration Statement.                          13

    23.2      The consent of Peat Marwick Main & Co. to the
              incorporation by reference to the Company's 1993
              audited financial statements from the Company's
              Form 10-K for its fiscal year ending December 31,
              1993.                                                 14

                                        9