--------------------------------------------------------------------------------
   As filed with the Securities and Exchange Commission on _________ __, 1999
                                                     Registration No. 333-_____
--------------------------------------------------------------------------------



                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


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


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

          Indiana                                               35-1962246
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                           Identification No.)

119 East Main Street, Crawfordsville, Indiana                       47933
(Address of principal executive offices)                          (Zip Code)

                        MONTGOMERY FINANCIAL CORPORATION
                      1997 STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the plan)

                             Martin Meyrowitz, P.C.
                              Daniel C. Holdgreiwe
                         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

<TABLE>
<CAPTION>

                                                       Proposed maximum         Proposed maximum
Title of securities                 Amount to be       offering price            aggregate                  Amount of
to be registered                   registered            per share              offering price            registration fee
---------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                     <C>                      <C>                      <C>

Common Stock, par value
  $.01 per share                   118,677 shares         $10.4375(1)            $1,238,691(1)               $344.36(1)

Interests in Plan(2)

=============================================================================================================================
</TABLE>


(1)  Estimated,  pursuant to Rule 457(h),  solely for the purpose of calculating
     the registration  fee, at $10.4375 per share,  which was the average of the
     closing bid and asked  prices of the common stock of  Montgomery  Financial
     Corporation  on  September  20,  1999 as  reported  on the Nasdaq  SmallCap
     Market.
(2)  Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
     Statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the employee benefit plan described  herein. In accordance
     with  Rule  457(h)(2),  no  separate  fee  calculation  is  made  for  plan
     interests.


<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  Montgomery  Financial
Corporation  1997 Stock Option and  Incentive  Plan (the "Plan") as specified by
Rule  428(b)(1)  promulgated  by the  Securities  and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

     Such document(s) are not being filed with the Commission, 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 Montgomery
Financial   Corporation   (the   "Company")   with  the  Commission  are  hereby
incorporated by reference in this Registration Statement:

(a)  The  Company's  Annual Report on Form 10-KSB for the fiscal year ended June
     30, 1998 (File No.  0-29312)  filed pursuant to the Securities and Exchange
     Act of 1934, as amended (the "Exchange Act");

(b)  all  other  reports  filed  pursuant  to  Section  13(a)  or  15(d)  of the
     Securities and Exchange Act of 1934, as amended (the "Exchange  Act") since
     the  end of  the  fiscal  year  covered  by  audited  financial  statements
     contained in the prospectus referred to in Item 3(a) above; and

(c)  the  description  of the common  stock,  par value  $.01 per share,  of the
     Registrant contained in the Registrant's Registration Statement on Form S-1
     (File No.  333-24721)  filed with the  Commission  on April 7, 1997 and all
     amendments  thereto  or reports  filed for the  purpose  of  updating  such
     description.

     All documents  subsequently  filed by the  Registrant  with the  Commission
pursuant to Sections  13(a),  13(c),  14, or 15(d) of the Exchange Act, 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 to be a  part  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 therein 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,   Montgomery   Financial   Corporation,   119   East   Main   Street,
Crawfordsville, Indiana 47933, telephone number (765) 362-4710.

     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.

     Article  X of the  Company's  Certificate  of  Incorporation  requires  the
Company to indemnify, to the fullest extent to which it is empowered to do so by
Indiana  law,  the  directors  and  officers of the Company  against any and all
liabilities,  judgments,  fines and reasonable settlements,  costs, expenses and
attorneys'  fees  incurred in any actual,  threatened  or potential  proceeding.
Article X also  provides  for the  authority to purchase  insurance  against any
liability  arising from an individual's  status as a Director or Officer whether
or not the Company would have power to indemnify the individual against the same
liability.

     Chapter  37 of  the  Business  Corporation  Law  of the  State  of  Indiana
authorizes a  corporation's  Board of Directors to grant  indemnity to directors
and officers,  when such persons are made, or threatened to be made,  parties to
certain  proceedings  by  reason  of  such  status,  against  judgments,  fines,
settlements  and  expenses,   including   attorneys'  fees;  and  under  certain
circumstances,  such persons may be indemnified  against  expenses  actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such corporation.  Indemnification is permitted where such
person (i) was acting in good faith;  (ii) was acting in a manner he  reasonably
believed to be in or not opposed to the best  interests  of the  corporation  or
other  corporation or enterprise,  as  appropriate;  and (iii) with respect to a
criminal  proceeding,  has no  reasonable  cause  to  believe  his  conduct  was
unlawful.

     Unless  ordered by a court,  indemnification  may be made only  following a
determination that such  indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by the Board of Directors of the Company by a majority vote of a quorum
consisting of directors not at the time parties to such proceeding; (ii) if such
a quorum cannot be obtained,  then by a committee of such directors; or (iii) by
special legal counsel; or (iv) by the shareholders who are not directors who are
parties to the proceeding.

     Chapter 37 also  permits  expenses  incurred by  directors  and officers in
defending a  proceeding  to be paid by the  corporation  in advance of the final
disposition  of such  proceedings  upon the  receipt  of an  undertaking  by the
director or officer to repay such amount if it is ultimately  determined that he
is not entitled to be indemnified by the corporation against such expenses.

Item 7.    Exemption from Registration Claimed.

       Not Applicable.


                                      II-2

<PAGE>



Item 8.    Exhibits.

<TABLE>
<CAPTION>

                                                                                  Reference to Prior
 Regulation S-K                                                                      Filing or
     Exhibit                                                                        Exhibit Number
     Number                              Document                                   Attached Hereto
-----------------   ----------------------------------------------------------  -----------------------------
<S>                 <C>                                                          <C>

       4               Instruments Defining the Rights of Security
                       Holders, Including Indentures:
                         Certificate of Incorporation of Montgomery
                           Financial Corporation................................          *
                         Bylaws of Montgomery Financial Corporation.............          *
                         Form of Stock Certificate of Montgomery
                           Financial Corporation................................          *
        5                Opinion of Silver, Freedman & Taff, L.L.P..............          5
       23              Consents of Experts and Counsel:
                         Consent of Olive, LLP certified public accountant......         23
                         Consent of Silver, Freedman & Taff, L.L.P.............. Included in Exhibit 5
       24                Power of Attorney......................................     Contained on
                                                                                     Signature Page
</TABLE>

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

*    Filed as exhibits to the  Registrant's  Registration  Statement on Form S-1
     (File No.  333-24721)  filed with the  Commission  on April 7, 1997 and all
     amendments  thereto  or reports  filed for the  purpose  of  updating  such
     description. All of such previously filed documents are hereby incorporated
     herein by reference in accordance with Item 601 of Regulation S-K.


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 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, 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.


                                      II-3

<PAGE>



(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  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 and each filing of the employee  benefit  plan's  annual
     report  pursuant to 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.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     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  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  Securities  Act and will be governed by
     the final adjudication of such issue.

                                      II-4

<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all 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  Crawfordsville,  State of Indiana,  on
__________ __, 1999.

                                    MONTGOMERY FINANCIAL CORPORATION




                                    By:  /s/ Earl F. Elliott
                                        ----------------------------------------
                                        Earl F. Elliot, President and Chief
                                          Executive Officer
                                        (Duly Authorized Representative)


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and  appoints  Earl  F.  Elliott,   his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
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 attorney-in-fact and agent 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 said  attorney-in-fact  and agent or his 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 as indicated.




/s/ Earl F. Elliott                     /s/ J. Lee Walden
--------------------------------        ----------------------------------------
Earl F. Elliott, President and          J. Lee Walden, Director, Chief Operating
Chief Executive Officer                   Officer and Chief Financial Officer

Date: __________ ___, 1999              Date: __________ ___, 1999

                                      II-5

<PAGE>


/s/ Mark E. Foster                    /s/ John E. Woodward
--------------------------------      ----------------------------------------
Mark E. Foster, Director              John E. Woodward, Director


Date: __________ ___, 1999            Date: __________ ___, 1999



/s/ C. Rex Henthorn                   /s/ Robert C. Wright
--------------------------------      ----------------------------------------
C. Rex Henthorn, Director and         Robert C. Wright, Director
Chairman of the Board

Date: __________ ___, 1999            Date: __________ ___, 1999



/s/ Joseph M. Malott
-------------------------------
Joseph M. Malott, Director

Date: __________ ___, 1999


                                      II-6

<PAGE>




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






                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549







                                    EXHIBITS


                                       TO


                                    FORM S-8


                             REGISTRATION STATEMENT


                                      UNDER


                           THE SECURITIES ACT OF 1933








                        MONTGOMERY FINANCIAL CORPORATION


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

                                      II-7

<PAGE>




                                  EXHIBIT INDEX
<TABLE>
<CAPTION>


                                                                                Reference to Prior Filing or
                                                                                 Page Number in Sequentially
   Exhibit                                                                          Numbered Registration
   Number                                                                                Statement
------------   -----------------------------------------------------------      -------------------------------
<S>            <C>                                                              <C>

      4        Instruments Defining the Rights of Security Holders,
               Including Indentures:

                   Certificate of Incorporation of Montgomery Financial
                     Corporation................................................               *

                   Bylaws of Montgomery Financial Corporation...................               *

                   Form of Stock Certificate of Montgomery Financial
                     Corporation................................................               *

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

     23             Consent of Olive, LLP.......................................           Exhibit 23

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

     24             Power of Attorney...........................................   Contained on signature page
</TABLE>

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

*    Filed as exhibits to the  Registrant's  Registration  Statement on Form S-1
     (File No.  333-24721)  filed with the  Commission  on April 7, 1997 and all
     amendments  thereto  or reports  filed for the  purpose  of  updating  such
     description. All of such previously filed documents are hereby incorporated
     herein by reference in accordance with Item 601 of Regulation S-K.


                                      II-8

<PAGE>



                                    Exhibit 5



<PAGE>

                                        August __, 1999



Board of Directors
Montgomery Financial Corporation
119 East Main Street
Crawfordsville, Indiana 47933

Gentlemen:

     We  have  acted  as  counsel  to  Montgomery  Financial   Corporation  (the
"Corporation") in connection with the preparation and filing with the Securities
and  Exchange  Commission  of a  registration  statement  on Form S-8  under the
Securities Act of 1933 (the "Registration Statement") relating to 118,677 shares
of the  Corporation's  Common  Stock,  par  value  $.01 per share  (the  "Common
Stock"), to be offered pursuant to Montgomery Financial Corporation's 1997 Stock
Option and Incentive Plan (the "Plan") and related interests in the Plan.

     In this  connection,  we have  reviewed  originals or copies,  certified or
otherwise  identified  to our  satisfaction,  of  the  Plan,  the  Corporation's
Certificate of Incorporation, Bylaws, and resolutions of its Board of Directors.




<PAGE>



     Based upon the  foregoing,  it is our  opinion  that the  Common  Stock and
interests in the Plan covered by the  Registration  Statement  will, when issued
according  to the  terms  of  the  Plan,  be  legally  issued,  fully  paid  and
non-assessable.

     We hereby  consent  to the  inclusion  of our  opinion as Exhibit 5 of this
Registration Statement on Form S-8. In giving this consent, we do not admit that
we are within the category of persons whose consent is required  under Section 7
of the Securities Act of 1933, as amended,  or the rules and  regulations of the
Securities and Exchange Commission thereunder.


                                            Very truly yours,

                                            /s/ Silver, Freedman & Taff, L.L.P.


                                            SILVER, FREEDMAN & TAFF, L.L.P.



<PAGE>



                                   Exhibit 23
<PAGE>


                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of Montgomery Financial Corporation (the "Company") of our report dated
July 30, 1998 on the  consolidated  financial  statements  of the Company  which
report is incorporated by reference in the Company's  Annual Report on Form 10-K
for the three  years  ended  June 30,  1998  filed  pursuant  to the  Securities
Exchange Act of 1934.


OLIVE LLP


/s/ Olive LLP


Indianapolis, IN
September 21, 1999
[{"type": "S-8", "sequence": "1", "description": "1997 STOCK OPTION AND INCENTIVE PLAN", "secsgml_size_bytes": 24628}]
{"company-data": {"conformed-name": "MONTGOMERY FINANCIAL CORP", "cik": "0001037190", "assigned-sic": "6035", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87827", "film-number": "99717345"}, "business-address": {"street1": "119 E MAIN ST", "city": "CRAWFORDSVILLE", "state": "IN", "zip": "47933", "phone": "3173624710"}, "mail-address": {"street1": "119 E MAIN ST", "city": "CRAWFORDSVILLE", "state": "IN", "zip": "47933"}}
--------------------------------------------------------------------------------
   As filed with the Securities and Exchange Commission on _________ __, 1999
                                                     Registration No. 333-_____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

          Indiana                                               35-1962246
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                           Identification No.)

119 East Main Street, Crawfordsville, Indiana                       47933
(Address of principal executive offices)                          (Zip Code)

                        MONTGOMERY FINANCIAL CORPORATION
                      1997 STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the plan)

                             Martin Meyrowitz, P.C.
                              Daniel C. Holdgreiwe
                         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 maximum         Proposed maximum
Title of securities                 Amount to be       offering price            aggregate                  Amount of
to be registered                   registered            per share              offering price            registration fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
  $.01 per share                   118,677 shares         $10.4375(1)            $1,238,691(1)               $344.36(1)

Interests in Plan(2)

=============================================================================================================================
(1)  Estimated,  pursuant to Rule 457(h),  solely for the purpose of calculating
     the registration  fee, at $10.4375 per share,  which was the average of the
     closing bid and asked  prices of the common stock of  Montgomery  Financial
     Corporation  on  September  20,  1999 as  reported  on the Nasdaq  SmallCap
     Market.
(2)  Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
     Statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the employee benefit plan described  herein. In accordance
     with  Rule  457(h)(2),  no  separate  fee  calculation  is  made  for  plan
     interests.
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  Montgomery  Financial
Corporation  1997 Stock Option and  Incentive  Plan (the "Plan") as specified by
Rule  428(b)(1)  promulgated  by the  Securities  and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

     Such document(s) are not being filed with the Commission, 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 Montgomery
Financial   Corporation   (the   "Company")   with  the  Commission  are  hereby
incorporated by reference in this Registration Statement:

(a)  The  Company's  Annual Report on Form 10-KSB for the fiscal year ended June
     30, 1998 (File No.  0-29312)  filed pursuant to the Securities and Exchange
     Act of 1934, as amended (the "Exchange Act");

(b)  all  other  reports  filed  pursuant  to  Section  13(a)  or  15(d)  of the
     Securities and Exchange Act of 1934, as amended (the "Exchange  Act") since
     the  end of  the  fiscal  year  covered  by  audited  financial  statements
     contained in the prospectus referred to in Item 3(a) above; and

(c)  the  description  of the common  stock,  par value  $.01 per share,  of the
     Registrant contained in the Registrant's Registration Statement on Form S-1
     (File No.  333-24721)  filed with the  Commission  on April 7, 1997 and all
     amendments  thereto  or reports  filed for the  purpose  of  updating  such
     description.

     All documents  subsequently  filed by the  Registrant  with the  Commission
pursuant to Sections  13(a),  13(c),  14, or 15(d) of the Exchange Act, 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 to be a  part  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 therein 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,   Montgomery   Financial   Corporation,   119   East   Main   Street,
Crawfordsville, Indiana 47933, telephone number (765) 362-4710.

     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.

     Article  X of the  Company's  Certificate  of  Incorporation  requires  the
Company to indemnify, to the fullest extent to which it is empowered to do so by
Indiana  law,  the  directors  and  officers of the Company  against any and all
liabilities,  judgments,  fines and reasonable settlements,  costs, expenses and
attorneys'  fees  incurred in any actual,  threatened  or potential  proceeding.
Article X also  provides  for the  authority to purchase  insurance  against any
liability  arising from an individual's  status as a Director or Officer whether
or not the Company would have power to indemnify the individual against the same
liability.

     Chapter  37 of  the  Business  Corporation  Law  of the  State  of  Indiana
authorizes a  corporation's  Board of Directors to grant  indemnity to directors
and officers,  when such persons are made, or threatened to be made,  parties to
certain  proceedings  by  reason  of  such  status,  against  judgments,  fines,
settlements  and  expenses,   including   attorneys'  fees;  and  under  certain
circumstances,  such persons may be indemnified  against  expenses  actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such corporation.  Indemnification is permitted where such
person (i) was acting in good faith;  (ii) was acting in a manner he  reasonably
believed to be in or not opposed to the best  interests  of the  corporation  or
other  corporation or enterprise,  as  appropriate;  and (iii) with respect to a
criminal  proceeding,  has no  reasonable  cause  to  believe  his  conduct  was
unlawful.

     Unless  ordered by a court,  indemnification  may be made only  following a
determination that such  indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by the Board of Directors of the Company by a majority vote of a quorum
consisting of directors not at the time parties to such proceeding; (ii) if such
a quorum cannot be obtained,  then by a committee of such directors; or (iii) by
special legal counsel; or (iv) by the shareholders who are not directors who are
parties to the proceeding.

     Chapter 37 also  permits  expenses  incurred by  directors  and officers in
defending a  proceeding  to be paid by the  corporation  in advance of the final
disposition  of such  proceedings  upon the  receipt  of an  undertaking  by the
director or officer to repay such amount if it is ultimately  determined that he
is not entitled to be indemnified by the corporation against such expenses.

Item 7.    Exemption from Registration Claimed.

       Not Applicable.

                                      II-2
Item 8.    Exhibits.
Reference to Prior
 Regulation S-K                                                                      Filing or
     Exhibit                                                                        Exhibit Number
     Number                              Document                                   Attached Hereto
-----------------   ----------------------------------------------------------  -----------------------------
4               Instruments Defining the Rights of Security
                       Holders, Including Indentures:
                         Certificate of Incorporation of Montgomery
                           Financial Corporation................................          *
                         Bylaws of Montgomery Financial Corporation.............          *
                         Form of Stock Certificate of Montgomery
                           Financial Corporation................................          *
        5                Opinion of Silver, Freedman & Taff, L.L.P..............          5
       23              Consents of Experts and Counsel:
                         Consent of Olive, LLP certified public accountant......         23
                         Consent of Silver, Freedman & Taff, L.L.P.............. Included in Exhibit 5
       24                Power of Attorney......................................     Contained on
                                                                                     Signature Page
-----------------------

*    Filed as exhibits to the  Registrant's  Registration  Statement on Form S-1
     (File No.  333-24721)  filed with the  Commission  on April 7, 1997 and all
     amendments  thereto  or reports  filed for the  purpose  of  updating  such
     description. All of such previously filed documents are hereby incorporated
     herein by reference in accordance with Item 601 of Regulation S-K.

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 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, 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.

                                      II-3
(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  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 and each filing of the employee  benefit  plan's  annual
     report  pursuant to 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.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     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  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  Securities  Act and will be governed by
     the final adjudication of such issue.

                                      II-4
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all 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  Crawfordsville,  State of Indiana,  on
__________ __, 1999.

                                    MONTGOMERY FINANCIAL CORPORATION

                                    By:  /s/ Earl F. Elliott
                                        ----------------------------------------
                                        Earl F. Elliot, President and Chief
                                          Executive Officer
                                        (Duly Authorized Representative)

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and  appoints  Earl  F.  Elliott,   his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
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 attorney-in-fact and agent 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 said  attorney-in-fact  and agent or his 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 as indicated.

/s/ Earl F. Elliott                     /s/ J. Lee Walden
--------------------------------        ----------------------------------------
Earl F. Elliott, President and          J. Lee Walden, Director, Chief Operating
Chief Executive Officer                   Officer and Chief Financial Officer

Date: __________ ___, 1999              Date: __________ ___, 1999

                                      II-5
/s/ Mark E. Foster                    /s/ John E. Woodward
--------------------------------      ----------------------------------------
Mark E. Foster, Director              John E. Woodward, Director

Date: __________ ___, 1999            Date: __________ ___, 1999

/s/ C. Rex Henthorn                   /s/ Robert C. Wright
--------------------------------      ----------------------------------------
C. Rex Henthorn, Director and         Robert C. Wright, Director
Chairman of the Board

Date: __________ ___, 1999            Date: __________ ___, 1999

/s/ Joseph M. Malott
-------------------------------
Joseph M. Malott, Director

Date: __________ ___, 1999

                                      II-6
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                        MONTGOMERY FINANCIAL CORPORATION

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

                                      II-7
EXHIBIT INDEX
Reference to Prior Filing or
                                                                                 Page Number in Sequentially
   Exhibit                                                                          Numbered Registration
   Number                                                                                Statement
------------   -----------------------------------------------------------      -------------------------------
4        Instruments Defining the Rights of Security Holders,
               Including Indentures:

                   Certificate of Incorporation of Montgomery Financial
                     Corporation................................................               *

                   Bylaws of Montgomery Financial Corporation...................               *

                   Form of Stock Certificate of Montgomery Financial
                     Corporation................................................               *

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

     23             Consent of Olive, LLP.......................................           Exhibit 23

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

     24             Power of Attorney...........................................   Contained on signature page
------------------------

*    Filed as exhibits to the  Registrant's  Registration  Statement on Form S-1
     (File No.  333-24721)  filed with the  Commission  on April 7, 1997 and all
     amendments  thereto  or reports  filed for the  purpose  of  updating  such
     description. All of such previously filed documents are hereby incorporated
     herein by reference in accordance with Item 601 of Regulation S-K.

                                      II-8
Exhibit 5
August __, 1999

Board of Directors
Montgomery Financial Corporation
119 East Main Street
Crawfordsville, Indiana 47933

Gentlemen:

     We  have  acted  as  counsel  to  Montgomery  Financial   Corporation  (the
"Corporation") in connection with the preparation and filing with the Securities
and  Exchange  Commission  of a  registration  statement  on Form S-8  under the
Securities Act of 1933 (the "Registration Statement") relating to 118,677 shares
of the  Corporation's  Common  Stock,  par  value  $.01 per share  (the  "Common
Stock"), to be offered pursuant to Montgomery Financial Corporation's 1997 Stock
Option and Incentive Plan (the "Plan") and related interests in the Plan.

     In this  connection,  we have  reviewed  originals or copies,  certified or
otherwise  identified  to our  satisfaction,  of  the  Plan,  the  Corporation's
Certificate of Incorporation, Bylaws, and resolutions of its Board of Directors.
Based upon the  foregoing,  it is our  opinion  that the  Common  Stock and
interests in the Plan covered by the  Registration  Statement  will, when issued
according  to the  terms  of  the  Plan,  be  legally  issued,  fully  paid  and
non-assessable.

     We hereby  consent  to the  inclusion  of our  opinion as Exhibit 5 of this
Registration Statement on Form S-8. In giving this consent, we do not admit that
we are within the category of persons whose consent is required  under Section 7
of the Securities Act of 1933, as amended,  or the rules and  regulations of the
Securities and Exchange Commission thereunder.

                                            Very truly yours,

                                            /s/ Silver, Freedman & Taff, L.L.P.

                                            SILVER, FREEDMAN & TAFF, L.L.P.
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of Montgomery Financial Corporation (the "Company") of our report dated
July 30, 1998 on the  consolidated  financial  statements  of the Company  which
report is incorporated by reference in the Company's  Annual Report on Form 10-K
for the three  years  ended  June 30,  1998  filed  pursuant  to the  Securities
Exchange Act of 1934.

OLIVE LLP

/s/ Olive LLP

Indianapolis, IN
September 21, 1999