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

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

                              TRANS FINANCIAL, INC.
             (Exact Name of Registrant as Specified in Its Charter)


         Kentucky                                         61-1048868
(State or Other Jurisdiction                           (I.R.S. Employer
of Incorporation or Organization)                       Identification No.)

                              500 East Main Street
                          Bowling Green, Kentucky 42101
          (Address of Principal Executive Offices, including Zip Code)


             TRANS FINANCIAL, INC. 1995 EXECUTIVE STOCK OPTION PLAN
                            (Full Title of the Plan)
                               ------------------

              Vince A. Berta, President and Chief Executive Officer
                              Trans Financial, Inc.
                              500 East Main Street
                          Bowling Green, Kentucky 42101
                                 (502) 781-5000
                     (Name and Address of Agent for Service,
                     Telephone Number, Including Area Code,
                              of Agent For Service)

                               ------------------
              Approximate date of commencement of proposed sale to
           public: From time to time after the effective date of this
                             Registration Statement.


<PAGE>





                                                         
<TABLE>


                         CALCULATION OF REGISTRATION FEE

---------------------      -----------------        ------------        ---------------    -------------
<CAPTION>

                                                       Proposed              Proposed
    Title of                                           Maximum               Maximum
    Securities                 Amount                  Offering              Aggregate      Amount of
       To Be                   To Be                   Price Per             Offering      Registration
    Registered               Registered                Share(2)              Price (F2)          Fee
---------------------      -----------------         ------------       ---------------    -------------
---------------------      -----------------         ------------       ---------------    -------------


<S>                         <C>                        <C>                <C>                   <C>   
Common Stock (no par        313,000 Shares              $36.625           $11,463,625           $3,382
value) and associated         (F1)
  Preferred Stock
Purchase Rights (F3)

---------------------     -------------------         ------------      ---------------     ------------
<FN>

(F1)     Plus such additional shares as may be issued by reason of stock splits,
         stock dividends or similar transactions.

(F2)     Estimated  solely for the purpose of  computing  the  registration  fee
         pursuant to Rule 457(h).  The maximum offering price per share is based
         on the  average of the high and low sale  price of the Common  Stock as
         reported  on the  National  Market Tier  of The Nasdaq Stock Market on
         February 3, 1998, pursuant to Rule 457(h)(1).

(F3)     The Company's Preferred Stock Purchase Rights initially are carried and 
         traded with the shares of Common Stock of the Company being registered 
         hereunder.  Value  attributable  to such Preferred  Stock Purchase
         Rights, if any, is reflected in the market price of the Common Stock.
</FN>
</TABLE>




<PAGE>


                                     PART I
Item 1.  Plan Information

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

Item 2.  Registrant Information and Employee Plan Annual Information

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Trans Financial,  Inc. (the "Company") hereby incorporates by reference
into this Registration  Statement the documents listed below which have been
filed with the Securities and Exchange Commission:

         A.       The Company's Annual Report on Form 10-K for the year ended 
December 31, 1996, as amended;

          B.      The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997,  June 30, 1997 and September 30, 1997; and

         C.       The description of the shares of Common Stock contained in the
Company's  registration  of the shares under Section 12 of the Exchange Act.

         All reports and other documents  subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference into this  Registration  Statement and to be part hereof from the date
of filing of such document.  Any statement contained in a document  incorporated
or deemed to be incorporated by reference is deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained in any other subsequently filed document which also is or is deemed to
be  incorporated  by  reference  in  this  Registration  Statement  modifies  or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

Item 4. Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Article XI of the Company's  Restated Articles of Incorporation  limits
the  liability  of directors  of the Company  pursuant to the Kentucky  Business
Corporation  Act.  Under this Article,  directors  generally  will be personally
liable  to the  Company  or its  shareholders  for  monetary  damages  only  for
transactions involving conflicts of interest or from which a director derives an
improper  personal  benefit,  intentional  misconduct  or violations of law, and
unlawful  distributions.  The Articles of Incorporation further provide that the
Bylaws of the Company may set forth indemnification requirements.

         The Bylaws of the Company  require the Company to indemnify each person
who was or is made a party or is  threatened  to be made a party to any  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
("Proceeding"),  by reason of the fact  that he or she is or was a  director  or
officer of the  Company,  or is or was  serving in such  capacity  with  another
entity at the request of the registrant, for the costs of such Proceeding to the
fullest  extent  authorized by Kentucky law. If the  Proceeding was initiated by
the officer or  director,  however,  indemnification  is  permitted  only if the
Proceeding  was  authorized  by the Board of  Directors.  The costs  indemnified
include all expenses,  liability and loss reasonably incurred or suffered by the
director  or  officer  in  connection  with his or her  action  on behalf of the
Company.

         The  Bylaws of the  Company  further  provide  for the  advancement  of
expenses incurred by an officer or director,  and reimbursable under the Bylaws,
only upon  delivery  to the  Company  of an  agreement,  by or on behalf of such
director  or  officer,  to  repay  all  amounts  advanced  if it  is  ultimately
determined that such director or officer is not entitled to indemnification.

         If a claim is not paid in full by the Company  within ninety days after
a written claim has been received,  the director or officer making the claim may
bring suit against the Company to recover any unpaid amount.  If the director or
officer is  successful,  in whole or in part,  he or she will be  entitled to be
paid the  expense of  prosecuting  such  claim.  Although  it is a defense to an
action  against the Company by a director or officer  that he or she has not met
the standards of conduct which make it  permissible  under  Kentucky law for the
Company to indemnify, the Company has the burden of proving this defense.


         The  circumstances  under  which  Kentucky  law  requires  or permits a
corporation to indemnify its directors,  officers,  employees  and/or agents are
set forth at KRS 271B.8-500 et seq.

         Generally, under KRS 271B.8-500 et seq., a corporation may indemnify an
individual made a party to a proceeding  because he is or was a director against
liability  incurred in the proceeding if (a) he conducted himself in good faith,
and (b) he reasonably believed:  in the case of conduct in his official capacity
with the  corporation,  that his conduct was in its best  interests;  and in all
other  cases,  that his conduct was at least not opposed to its best  interests;
and (c) in the case of any criminal  proceeding,  he had no reasonable  cause to
believe his conduct was unlawful.

         A corporation  may not indemnify a director:  (a) in connection  with a
proceeding  by or in the  right of the  corporation  in which the  director  was
adjudged  liable  to the  corporation;  or  (b) in  connection  with  any  other
proceeding  charging  improper personal benefit to him, whether or not involving
action in his official  capacity,  in which he was adjudged  liable on the basis
that personal benefit was improperly received by him.

         Indemnification  permitted in connection with a proceeding by or in the
right  of  the  corporation  is  limited  to  reasonable  expenses  incurred  in
connection with the proceeding.

         In addition,  the Company maintains  directors' and officers' liability
insurance  covering certain  liabilities  which may be incurred by the directors
and officers of the Company in connection with the performance of their duties.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

         The  exhibits  set  out on the  Exhibit  Index  included  herewith  are
incorporated by reference herein.

Item 9.  Undertakings.

         A.       The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i)      To include any prospectus required by
section  10(a)(3) of the Securities Act of 1933;

                           (ii)     To reflect in the  prospectus  any facts or
events  arising after the effective date of the registration statement (or the
most recent post-effective  amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth 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 with or furnished to
the Commission by the registrant  pursuant to section 13 or section 15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
registration statement.

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

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

         B. The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  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 such a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Bowling Green, Commonwealth of Kentucky, on February
4, 1998.

                                                 TRANS FINANCIAL, INC.

                                              By  /s/ Vince A. Berta
                                                      Vince A. Berta, President
                                                     and Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby constitutes and appoints Thomas R. Wallingford,  Vincent A.
Berta and Edward R.  Matthews,  and each of them,  as his or her true and lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments)  to said  Registration  Statement,  and to file the  same,  with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully and
to all  intents and  purposes  as he or she might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their substitute or substitutes, 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  by  the  following  persons  in  the
capacities and on the dates indicated.


    Signature                         Title                         Date

/s/ Thomas R. Wallingford             Chairman of the Board     February 4, 1998
-------------------------------
Thomas R. Wallingford



 /s/ Vince A. Berta 
-------------------------------     President, Chief Executive  February 4, 1998
Vince A. Berta                      Officer, and Director
                                    (Principal Executive Officer)


/s/ Edward R. Matthews              Treasurer and Chief         February 6, 1998
--------------------------------    Financial Officer 
Edward R. Matthews                  (Principal  Financial
                                    and Accounting Officer)



/s/Mary D. Cohron                        Director               February 4, 1998
---------------------------
Mary D. Cohron


                                         Director             February ___, 1998
Floyd H. Ellis


                                         Director             February ___, 1998
David B. Garvin


/s/ Wayne Gaunce
---------------------------                                                     
Wayne Gaunce                              Director              February 9, 1998


C.C. Howard Gray                          Director            February ___, 1998


/s/ Charles A. Hardcastle                 Director              February 5, 1998
---------------------------
 Charles A. Hardcastle


                                                    
Carroll Knicely                           Director            February ___, 1998


/s/ C. Cecil Martin                       Director              February 4, 1998
---------------------------
 C. Cecil Martin


/s/ James D. Scott                        Director              February 4, 1998
---------------------------
 James  D. Scott



/s/ William B. Van Meter                  Director              February 4, 1998
---------------------------
William B.Van Meter




<PAGE>


--------------------------------------------------------------------------------
                                INDEX TO EXHIBITS
--------------------------------------------------------------------------------

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

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

          4(a)             Restated Articles of Incorporation of the Registrant
                           incorporated by reference to Exhibit (4)(a)  to  the 
                           Registrant's Report on Form 10-Q for the  quarter
                           ended March 31, 1995.
-------------------------- -----------------------------------------------------
-------------------------- -----------------------------------------------------
          4(b)             Articles  of  Amendment   to  Restated   Articles  of
                           Incorporation  of  the  Registrant   incorporated  by
                           reference to Exhibit 4(b) to the Registrant's  Report
                           on Form 10-Q for the quarter ended March 31, 1995.
-------------------------- -----------------------------------------------------
-------------------------- -----------------------------------------------------
          4(c)             Bylaws of the Registrant as amended are incorporated
                           by reference to Exhibit 4(b to the Registrant's 
                           Report on Form 10-K for the year ended December 31,
                           1993.
-------------------------- -----------------------------------------------------
-------------------------- -----------------------------------------------------

          4(d)             Rights Agreement dated January 20, 1992 between First
                           Union National
                           Bank of North Carolina and the Registrant is 
                           incorporated by reference to Exhibit 1 to the 
                           Registrant's  Report on Form 8-K dated January 24,
                           1992.
-------------------------- -----------------------------------------------------
-------------------------- -----------------------------------------------------

            5              Opinion of Brown, Todd & Heyburn PLLC as to the
                           legality of the Common Stock.
-------------------------- -----------------------------------------------------
-------------------------- -----------------------------------------------------

          23(a)            Consent of KPMG Peat Marwick LLP.
-------------------------- -----------------------------------------------------
-------------------------- -----------------------------------------------------

          23(b)            Consent of Brown, Todd & Heyburn PLLC (included in
                           Exhibit 5).
-------------------------- -----------------------------------------------------
-------------------------- -----------------------------------------------------

           24              Power of Attorney (included on signature page of this
                           Registration Statement)
-------------------------- -----------------------------------------------------
-------------------------- -----------------------------------------------------
[{"type": "S-8", "sequence": "1", "description": "TRANS FINANCIAL, INC. S-8", "secsgml_size_bytes": 22481}]
{"company-data": {"conformed-name": "TRANS FINANCIAL INC", "cik": "0000704469", "assigned-sic": "6021", "irs-number": "611048868", "state-of-incorporation": "KY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45883", "film-number": "98526299"}, "business-address": {"street1": "500 EAST MAIN STREET", "city": "BOWLING GREEN", "state": "KY", "zip": "42101", "phone": "5027937717"}, "mail-address": {"street1": "500 E MAIN STREET", "city": "BOWLING GREEN", "state": "KY", "zip": "42101"}, "former-company": [{"former-conformed-name": "TRANS FINANCIAL BANCORP INC", "date-changed": "19920703"}, {"former-conformed-name": "KENTUCKY SOUTHERN BANCORP INC", "date-changed": "19850927"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

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

                              TRANS FINANCIAL, INC.
             (Exact Name of Registrant as Specified in Its Charter)

         Kentucky                                         61-1048868
(State or Other Jurisdiction                           (I.R.S. Employer
of Incorporation or Organization)                       Identification No.)

                              500 East Main Street
                          Bowling Green, Kentucky 42101
          (Address of Principal Executive Offices, including Zip Code)

             TRANS FINANCIAL, INC. 1995 EXECUTIVE STOCK OPTION PLAN
                            (Full Title of the Plan)
                               ------------------

              Vince A. Berta, President and Chief Executive Officer
                              Trans Financial, Inc.
                              500 East Main Street
                          Bowling Green, Kentucky 42101
                                 (502) 781-5000
                     (Name and Address of Agent for Service,
                     Telephone Number, Including Area Code,
                              of Agent For Service)

                               ------------------
              Approximate date of commencement of proposed sale to
           public: From time to time after the effective date of this
                             Registration Statement.
CALCULATION OF REGISTRATION FEE

---------------------      -----------------        ------------        ---------------    -------------
Proposed              Proposed
    Title of                                           Maximum               Maximum
    Securities                 Amount                  Offering              Aggregate      Amount of
       To Be                   To Be                   Price Per             Offering      Registration
    Registered               Registered                Share(2)              Price (F2)          Fee
---------------------      -----------------         ------------       ---------------    -------------
---------------------      -----------------         ------------       ---------------    -------------
Common Stock (no par        313,000 Shares              $36.625           $11,463,625           $3,382
value) and associated         (F1)
  Preferred Stock
Purchase Rights (F3)

---------------------     -------------------         ------------      ---------------     ------------
(F1)     Plus such additional shares as may be issued by reason of stock splits,
         stock dividends or similar transactions.

(F2)     Estimated  solely for the purpose of  computing  the  registration  fee
         pursuant to Rule 457(h).  The maximum offering price per share is based
         on the  average of the high and low sale  price of the Common  Stock as
         reported  on the  National  Market Tier  of The Nasdaq Stock Market on
         February 3, 1998, pursuant to Rule 457(h)(1).

(F3)     The Company's Preferred Stock Purchase Rights initially are carried and 
         traded with the shares of Common Stock of the Company being registered 
         hereunder.  Value  attributable  to such Preferred  Stock Purchase
         Rights, if any, is reflected in the market price of the Common Stock.
PART I
Item 1.  Plan Information

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

Item 2.  Registrant Information and Employee Plan Annual Information

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         Trans Financial,  Inc. (the "Company") hereby incorporates by reference
into this Registration  Statement the documents listed below which have been
filed with the Securities and Exchange Commission:

         A.       The Company's Annual Report on Form 10-K for the year ended 
December 31, 1996, as amended;

          B.      The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997,  June 30, 1997 and September 30, 1997; and

         C.       The description of the shares of Common Stock contained in the
Company's  registration  of the shares under Section 12 of the Exchange Act.

         All reports and other documents  subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference into this  Registration  Statement and to be part hereof from the date
of filing of such document.  Any statement contained in a document  incorporated
or deemed to be incorporated by reference is deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained in any other subsequently filed document which also is or is deemed to
be  incorporated  by  reference  in  this  Registration  Statement  modifies  or
supersedes such statement.  Any statement so modified or superseded shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

Item 4. Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Article XI of the Company's  Restated Articles of Incorporation  limits
the  liability  of directors  of the Company  pursuant to the Kentucky  Business
Corporation  Act.  Under this Article,  directors  generally  will be personally
liable  to the  Company  or its  shareholders  for  monetary  damages  only  for
transactions involving conflicts of interest or from which a director derives an
improper  personal  benefit,  intentional  misconduct  or violations of law, and
unlawful  distributions.  The Articles of Incorporation further provide that the
Bylaws of the Company may set forth indemnification requirements.

         The Bylaws of the Company  require the Company to indemnify each person
who was or is made a party or is  threatened  to be made a party to any  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
("Proceeding"),  by reason of the fact  that he or she is or was a  director  or
officer of the  Company,  or is or was  serving in such  capacity  with  another
entity at the request of the registrant, for the costs of such Proceeding to the
fullest  extent  authorized by Kentucky law. If the  Proceeding was initiated by
the officer or  director,  however,  indemnification  is  permitted  only if the
Proceeding  was  authorized  by the Board of  Directors.  The costs  indemnified
include all expenses,  liability and loss reasonably incurred or suffered by the
director  or  officer  in  connection  with his or her  action  on behalf of the
Company.

         The  Bylaws of the  Company  further  provide  for the  advancement  of
expenses incurred by an officer or director,  and reimbursable under the Bylaws,
only upon  delivery  to the  Company  of an  agreement,  by or on behalf of such
director  or  officer,  to  repay  all  amounts  advanced  if it  is  ultimately
determined that such director or officer is not entitled to indemnification.

         If a claim is not paid in full by the Company  within ninety days after
a written claim has been received,  the director or officer making the claim may
bring suit against the Company to recover any unpaid amount.  If the director or
officer is  successful,  in whole or in part,  he or she will be  entitled to be
paid the  expense of  prosecuting  such  claim.  Although  it is a defense to an
action  against the Company by a director or officer  that he or she has not met
the standards of conduct which make it  permissible  under  Kentucky law for the
Company to indemnify, the Company has the burden of proving this defense.

         The  circumstances  under  which  Kentucky  law  requires  or permits a
corporation to indemnify its directors,  officers,  employees  and/or agents are
set forth at KRS 271B.8-500 et seq.

         Generally, under KRS 271B.8-500 et seq., a corporation may indemnify an
individual made a party to a proceeding  because he is or was a director against
liability  incurred in the proceeding if (a) he conducted himself in good faith,
and (b) he reasonably believed:  in the case of conduct in his official capacity
with the  corporation,  that his conduct was in its best  interests;  and in all
other  cases,  that his conduct was at least not opposed to its best  interests;
and (c) in the case of any criminal  proceeding,  he had no reasonable  cause to
believe his conduct was unlawful.

         A corporation  may not indemnify a director:  (a) in connection  with a
proceeding  by or in the  right of the  corporation  in which the  director  was
adjudged  liable  to the  corporation;  or  (b) in  connection  with  any  other
proceeding  charging  improper personal benefit to him, whether or not involving
action in his official  capacity,  in which he was adjudged  liable on the basis
that personal benefit was improperly received by him.

         Indemnification  permitted in connection with a proceeding by or in the
right  of  the  corporation  is  limited  to  reasonable  expenses  incurred  in
connection with the proceeding.

         In addition,  the Company maintains  directors' and officers' liability
insurance  covering certain  liabilities  which may be incurred by the directors
and officers of the Company in connection with the performance of their duties.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

         The  exhibits  set  out on the  Exhibit  Index  included  herewith  are
incorporated by reference herein.

Item 9.  Undertakings.

         A.       The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i)      To include any prospectus required by
section  10(a)(3) of the Securities Act of 1933;

                           (ii)     To reflect in the  prospectus  any facts or
events  arising after the effective date of the registration statement (or the
most recent post-effective  amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth 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 with or furnished to
the Commission by the registrant  pursuant to section 13 or section 15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
registration statement.

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

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

         B. The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  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 such a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Bowling Green, Commonwealth of Kentucky, on February
4, 1998.

                                                 TRANS FINANCIAL, INC.

                                              By  /s/ Vince A. Berta
                                                      Vince A. Berta, President
                                                     and Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby constitutes and appoints Thomas R. Wallingford,  Vincent A.
Berta and Edward R.  Matthews,  and each of them,  as his or her true and lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments)  to said  Registration  Statement,  and to file the  same,  with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully and
to all  intents and  purposes  as he or she might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their substitute or substitutes, 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  by  the  following  persons  in  the
capacities and on the dates indicated.

    Signature                         Title                         Date

/s/ Thomas R. Wallingford             Chairman of the Board     February 4, 1998
-------------------------------
Thomas R. Wallingford

 /s/ Vince A. Berta 
-------------------------------     President, Chief Executive  February 4, 1998
Vince A. Berta                      Officer, and Director
                                    (Principal Executive Officer)

/s/ Edward R. Matthews              Treasurer and Chief         February 6, 1998
--------------------------------    Financial Officer 
Edward R. Matthews                  (Principal  Financial
                                    and Accounting Officer)

/s/Mary D. Cohron                        Director               February 4, 1998
---------------------------
Mary D. Cohron

                                         Director             February ___, 1998
Floyd H. Ellis

                                         Director             February ___, 1998
David B. Garvin

/s/ Wayne Gaunce
---------------------------                                                     
Wayne Gaunce                              Director              February 9, 1998

C.C. Howard Gray                          Director            February ___, 1998

/s/ Charles A. Hardcastle                 Director              February 5, 1998
---------------------------
 Charles A. Hardcastle

                                                    
Carroll Knicely                           Director            February ___, 1998

/s/ C. Cecil Martin                       Director              February 4, 1998
---------------------------
 C. Cecil Martin

/s/ James D. Scott                        Director              February 4, 1998
---------------------------
 James  D. Scott

/s/ William B. Van Meter                  Director              February 4, 1998
---------------------------
William B.Van Meter
--------------------------------------------------------------------------------
                                INDEX TO EXHIBITS
--------------------------------------------------------------------------------

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

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

          4(a)             Restated Articles of Incorporation of the Registrant
                           incorporated by reference to Exhibit (4)(a)  to  the 
                           Registrant's Report on Form 10-Q for the  quarter
                           ended March 31, 1995.
-------------------------- -----------------------------------------------------
-------------------------- -----------------------------------------------------
          4(b)             Articles  of  Amendment   to  Restated   Articles  of
                           Incorporation  of  the  Registrant   incorporated  by
                           reference to Exhibit 4(b) to the Registrant's  Report
                           on Form 10-Q for the quarter ended March 31, 1995.
-------------------------- -----------------------------------------------------
-------------------------- -----------------------------------------------------
          4(c)             Bylaws of the Registrant as amended are incorporated
                           by reference to Exhibit 4(b to the Registrant's 
                           Report on Form 10-K for the year ended December 31,
                           1993.
-------------------------- -----------------------------------------------------
-------------------------- -----------------------------------------------------

          4(d)             Rights Agreement dated January 20, 1992 between First
                           Union National
                           Bank of North Carolina and the Registrant is 
                           incorporated by reference to Exhibit 1 to the 
                           Registrant's  Report on Form 8-K dated January 24,
                           1992.
-------------------------- -----------------------------------------------------
-------------------------- -----------------------------------------------------

            5              Opinion of Brown, Todd & Heyburn PLLC as to the
                           legality of the Common Stock.
-------------------------- -----------------------------------------------------
-------------------------- -----------------------------------------------------

          23(a)            Consent of KPMG Peat Marwick LLP.
-------------------------- -----------------------------------------------------
-------------------------- -----------------------------------------------------

          23(b)            Consent of Brown, Todd & Heyburn PLLC (included in
                           Exhibit 5).
-------------------------- -----------------------------------------------------
-------------------------- -----------------------------------------------------

           24              Power of Attorney (included on signature page of this
                           Registration Statement)
-------------------------- -----------------------------------------------------
-------------------------- -----------------------------------------------------