As filed with the Securities and Exchange Commission on December 22, 1995
                                             Registration No. 33-_______________
===============================================================================

                       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)

                  TRANS FINANCIAL, INC. 1994 STOCK OPTION PLAN

               STOCK BONUS AGREEMENTS WITH RESPECT TO 4,399 SHARES

                              (Full title of plans)

                                                    Copy to:

Douglas M. Lester, President                        Stewart E. Conner, Esq.
Trans Financial, Inc.                               Wyatt, Tarrant & Combs
500 East Main Street                                2800 Citizens Plaza
Bowling Green, Kentucky  42101                      Louisville, Kentucky  40202

                     (Name and address of agent for service)

                                 (502) 781-5000

          (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

- --------------------------------------------------------------------------------
Title of securities Amount to be  Proposed maximum  Proposed maximum   Amount of
to be registered    registered     offering price       aggregate   registration
                                     per unit(2)    offering price(2)     fee
- --------------------------------------------------------------------------------
Common Stock,        504,399           $17.50          $8,826,982.50 $3,043.79
no par value          shares
- --------------------------------------------------------------------------------

*Estimated  solely for the purpose of computing the  registration  fee and based
upon the closing sales price for the Common  Stock,  as reported by the National
Association of Securities Dealers Automated  Quotation System Stock Market as of
December 18, 1995.

                                                 21 sequentially numbered pages.
                                                       Exhibit index on page 18.

<PAGE>

                              TRANS FINANCIAL, INC.

                              Cross Reference Sheet

                    Pursuant to Item 501(b) of Regulation S-K

                                                             Location or Caption
          Item In Form S-3                                        In Prospectus

 1. Forepart of Registration                                 Outside Front Cover
        Statement and Outside Front                           Page of Prospectus
        Cover Page of Prospectus

 2. Inside Front and Outside                              Available Information,
        Back Cover Pages of                                    Table of Contents
        Prospectus

 3. Summary Information, Risk                                      The Company
        Factors and Ratio of
        Earnings to Fixed Charges

 4. Use of Proceeds                                               Not Applicable

 5. Determination of Offering                                     Not Applicable
        Price

 6. Dilution                                                      Not Applicable

 7. Selling Security Holders                               Selling Shareholders

 8. Plan of Distribution                                   Selling Shareholders

 9. Description of Securities                                    Not Applicable
        to be Registered

10. Interests of Named                                           Not Applicable
        Experts and Counsel

11. Material Changes                                             Not Applicable

12. Incorporation of Certain                                    Incorporation of
        Information by Reference                              Certain Documents
                                                                   by Reference

13. Disclosure of Commission                                     Not Applicable
    Position on Indemnification
    for Securities Act Liabilities
<PAGE>

                              TRANS FINANCIAL, INC.

                                  4,399 Shares

                                  Common Stock

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



         This Prospectus  relates to up to 4,399  shares(the  "Shares" of common
stock,  no par  value  (the  "Common  Stock"),  of Trans  Financial,  Inc.  (the
"Company"),  which may be offered and sold from time to time hereafter by or for
the  account  of the  Selling  Shareholders,  as  defined  herein,  in  ordinary
brokerage or principal  transactions in the over-the-counter  market. The Shares
were issued by the Company to the Selling Shareholders pursuant to certain stock
bonus agreements between the Company and the Selling Shareholders.

   The Common  Stock of the  Company is quoted on the  National  Association  of
Securities  Dealers,  Inc.  Automated  Quotation System  ("NASDAQ") Stock Market
under the symbol  "TRFI".  On December 18,  1995,  the closing sale price of the
Common Stock on the NASDAQ Stock Market was $17.50 per share.

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

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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








                The date of this Prospectus is December 22, 1995.

<PAGE>





                                TABLE OF CONTENTS

                                                                           Page

Available Information........................................................4
Incorporation of Certain Documents by Reference..............................5
The Company..................................................................5
Selling Shareholders.........................................................6
Idemnification...............................................................7
Experts......................................................................8

                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of  1934  (the  "Exchange  Act")  and,  in  accordance
therewith,  files reports and other information with the Securities and Exchange
Commission (the "Commission").  Reports, proxy and information  statements,  and
other  information  concerning  the Company can be  inspected  and copied at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549, and at the Commission's Regional Offices
at Room 1400, North Atrium Center,  500 West Madison Street,  Chicago,  Illinois
60604;  and 7 World Trade Center,  Thirteenth  Floor,  New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of the
Commission  at 450 Fifth  Street,  N.W.,  Washington,  D.C.  20549 at prescribed
rates.

                               * * * * * * * * * *


         No person has been  authorized to give any  information  or to make any
representations  other than those  contained in this  Prospectus,  in connection
with the offer  contained  herein,  and, if given or made,  such  information or
representations  must not be relied upon. This Prospectus does not constitute an
offer to sell, or a solicitation  of any offer to buy, nor shall there be a sale
of any securities  offered hereby in any  jurisdiction in which it is not lawful
or to any person to whom it is not lawful to make any such  offer,  solicitation
or sale. Neither delivery of this Prospectus nor any sale hereunder shall, under
any  circumstances,  create an implication  that there has been no change in the
affairs  of  the  Company  since  the  date  hereof.  Statements  made  in  this
Prospectus,  unless the context indicates otherwise,  are made as of the date of
this Prospectus.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents  heretofore  filed  by the  Company  with the
Commission are specifically incorporated herein by reference:

         1. The  Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, as amended; and

         2. The Company's  Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Prospectus and prior to the  termination of the offering being made hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the respective dates of filing of such documents. Any statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Prospectus  to the  extent  that a  statement  contained  herein or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

         The Company will provide  without charge to each person,  including any
beneficial  owner,  to whom this  Prospectus is delivered,  upon written or oral
request of such person,  a copy of any and all of the documents  incorporated by
reference  in this  Prospectus,  except  for  the  exhibits  to such  documents.
Requests  should be directed to Edward R.  Matthews,  Chief  Financial  Officer,
Trans Financial,  Inc., 3170 Louisville Road,  Bowling Green,  Kentucky,  42101,
(502) 793-7717.

                                   THE COMPANY

         The Company is a bank holding company registered under the Bank Holding
Company Act of 1956 and a savings and loan holding company  registered under the
Home Owners' Loan Act. The Company has two commercial bank  subsidiaries and one
thrift  subsidiary.  The Company  and its  subsidiaries  conduct  business at 55
offices  located in Kentucky and  Tennessee.  At September 30, 1995, the Company
had total  consolidated  assets of  approximately  $1.7 billion,  loans,  net of
unearned income, of $1.2 billion and total shareholders' equity of $127 million.

         The Company's  principal executive offices are located at 500 East Main
Street, Bowling Green, Kentucky 42101. Its telephone number is (502) 781-5000.

                              SELLING SHAREHOLDERS

         The shares of common stock  covered by this  Prospectus  were issued by
the Company in February  1995 to Dale M.  Bruner and Terry L.  Eastwood,  former
employees  of a  subsidiary  of the  Company  (the  "Selling  Shareholders")  in
connection  with  certain  stock bonus  arrangements  entered  into  between the
Company  and the  Selling  Shareholders.  It is  anticipated  that  the  Selling
Shareholders  may from time to time  offer and sell all or part of the shares of
Common  Stock  covered by this  Prospectus  in ordinary  brokerage  or principal
transactions in the over-the-counter  market to market makers, to broker-dealers
acting as agent for the Selling  Shareholders,  or to  broker-dealers  acting as
agent for a customer,  at prices  prevailing at the time of sale, and in private
transactions at negotiated prices. In connection with sales of the shares in the
over-the-counter  market,  there  will be paid  such  brokerage  commissions  or
discounts  as may be  negotiated  between  the  Selling  Shareholders  and their
brokers,  except that if the Selling  Shareholders  are also  affiliates  of the
Company within the meaning of the Act payment may be limited to normal brokerage
commissions in connection  with such sales.  Upon any sale of the shares offered
hereby,  the  Selling  Shareholders,  brokers  executing  sales  orders on their
behalf,  and  dealers to whom such  persons or  entities  may sell,  may,  under
certain circumstances,  be deemed to be "underwriters" within the meaning of the
Act.  As of the  date  of  this  Prospectus,  no  agreements,  arrangements,  or
understandings  have been entered into between the Selling  Shareholders and any
broker or dealer in connection with the sale of the Shares.  The Shares may also
be sold by a Selling  Shareholder  pursuant to Rule 144 of the Act.  The Company
will not receive any of the proceeds  from the sale of the Shares by the Selling
Shareholders.

         The names and addresses of the Selling Shareholders are Dale M. Bruner,
1572 Rhoton's Chapel Road,  Manchester,  Tennessee 37355, and Terry L. Eastwood,
103 Hayfield,  Manchester,  Tennessee  37355.  Mr. Bruner and Mr.  Eastwood were
formerly  the Region  President  and  Community  President,  respectively,  of a
subsidiary  of the Company.  As of the date of this  Prospectus,  Dale M. Bruner
owned  beneficially  3,080 shares of Common Stock,  and Terry L. Eastwood  owned
beneficially  1,515 shares of Common Stock. The number of shares of Common Stock
to be offered for the account of Mr. Bruner pursuant to this Prospectus is 3,080
and the number of shares of Common  Stock to be offered  for the  account of Mr.
Eastwood pursuant to this Prospectus is 1,319.

                                 INDEMNIFICATION

         Article  XI of  the  Registrant's  Amended  and  Restated  Articles  of
Incorporation  limits the liability of directors of the  Registrant  pursuant to
the Kentucky Business  Corporation Act. Under this Article,  directors generally
will be personally  liable to the  Registrant 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 Bylaws of the  Registrant  require the Registrant 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  Registrant,  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 Registrant.

         The Bylaws of the  Registrant  further  provide for the  advancement of
expenses incurred by an officer or director,  and reimbursable under the Bylaws,
only upon delivery to the  Registrant  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  Registrant  within  ninety  (90)
days after a written claim has been received, the director or officer making the
claim may bring suit against the Registrant 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 Registrant 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  Registrant to indemnify,  the Registrant 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:

          He conducted himself in good faith; and

                    He  reasonably  believed  [a] in the case of  conduct in his
official  capacity  with  the  corporation  that  his  conduct  was in its  best
interests; and [b] in all other cases, that his conduct was at least not opposed
to its best interests; and [3] in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.

                   in  connection  with a  proceeding  by or in the right of the
corporation in which the director was adjudged liable to the corporation; or [2]
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  Registrant   maintains  directors'  and  officers'
liability  insurance  covering certain  liabilities which may be incurred by the
directors and officers of the Registrant in connection  with the  performance of
their duties.

                                     EXPERTS

         The consolidated financial statements of the Company as of December 31,
1994 and 1993 and for each of the years in the three-year  period ended December
31, 1994,  have been  incorporated by reference  herein and in the  registration
statement  in reliance  upon the report of KPMG Peat  Marwick  LLP,  independent
certified public  accountants,  incorporated by reference  herein,  and upon the
authority of said firm as experts in accounting and auditing. The report of KPMG
Peat  Marwick  LLP  covering  the  December  31,  1994  consolidated   financial
statements  refers to changes in accounting for income taxes and  investments in
debt and equity securities.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The  Registrant  hereby  incorporates  the following  documents in this
Registration Statement:

         The  Registrant's  Annual  Report on Form 10-K for the  fiscal
year ended December 31, 1994;

     The  Registrant's  Quarterly  Reports on Form 10-Q for the  quarters  ended
March 31, 1995, June 30, 1995 and September 30, 1995; and

     The description of the Common Stock of the Registrant contained in the Form
8-K filed by the  Registrant on October 9, 1984, as updated by the  Registration
Statement on Form S-2 (Registration  No. 33-18617),  and any amendment or report
filed for the purpose of updating such description.
         All documents subsequently filed by the Registrant 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 in this Registration  Statement and to
be part  hereof  from  the  date of  filing  of such  documents.  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  Registrant's  Amended  and  Restated  Articles  of
Incorporation  limits the liability of directors of the  Registrant  pursuant to
the Kentucky Business  Corporation Act. Under this Article,  directors generally
will be personally  liable to the  Registrant 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 Bylaws of the  Registrant  require the Registrant 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  Registrant,  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 Registrant.

         The Bylaws of the  Registrant  further  provide for the  advancement of
expenses incurred by an officer or director,  and reimbursable under the Bylaws,
only upon delivery to the  Registrant  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  Registrant  within  ninety  (90)
days after a written claim has been received, the director or officer making the
claim may bring suit against the Registrant 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 Registrant 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  Registrant to indemnify,  the Registrant 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:

          He conducted himself in good faith; and

                    He  reasonably  believed  [a] in the case of  conduct in his
official  capacity  with  the  corporation  that  his  conduct  was in its  best
interests; and [b] in all other cases, that his conduct was at least not opposed
to its best interests; and [3] in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.

                   in  connection  with a  proceeding  by or in the right of the
corporation in which the director was adjudged liable to the corporation; or [2]
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  Registrant   maintains  directors'  and  officers'
liability  insurance  covering certain  liabilities which may be incurred by the
directors and officers of the Registrant in connection  with the  performance of
their duties.

Item 7. Exemption from Registration Claimed.

         4,399 shares of Common Stock to be reoffered or resold pursuant to this
Registration  Statement by the Selling Shareholders named in the Prospectus were
issued by the Registrant in a transaction  not  constituting  a public  offering
pursuant to Section 4(2) under the Act.

Item 8. Exhibits.

         The exhibits  listed on the Exhibit  Index  appearing on page 9 of this
Registration Statement are incorporated by reference herein.

Item 9. Undertakings.

     1. The undersigned Registrant hereby undertakes:
     A. To file,  during any period in which  offers or sales are being made,  a
post-effective amendment to this Registration Statement:

     [1] To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933;

     [2] 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;

     [3]  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 1(A)[1] and 1(A)[2] 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
Exchange Act that are incorporated by reference in the Registration Statement.

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

     2. 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 this
Registration  Statement  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. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant,  the  registrant  has been  advised  that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the question of 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 December
18, 1995.

                                                TRANS FINANCIAL BANCORP, INC.

                                                   By /s/ Douglas M. Lester
                                                  Douglas M. Lester, Chairman of
                                                    the Board, President and
                                                    Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Douglas M. Lester,  Vincent A. Berta and
Edward R. Matthews,  and each of them,  with the power to act without the other,
his or her true and  lawful  attorney-in-facts  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 this Registration Statement, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents,  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  on Form S-8 has  been  signed  below  by the  following
persons on the 18th day of December, 1995 in the capacities indicated:

Signature                                    Title

/s/ Douglas M. Lester      Chairman of the Board, President,
Douglas M. Lester            Chief Executive Officer and Director
                             (Principal Executive Officer)

/s/ Edward R. Matthews     Treasurer and Chief Financial Officer
Edward R. Matthews           (Principal Financial and Accounting Officer)


/s/ Barry D. Bray
Barry D. Bray                               Director


Mary D. Cohron                              Director


/s/ Floyd H. Ellis
Floyd H. Ellis                              Director


/s/ J. David Francis
J. David Francis                            Director


/s/ Roy E. Gaddie
Roy E. Gaddie                               Director


/s/John B. Gaines
John B. Gaines                              Director


/s/David B. Garvin
David B. Garvin                             Director


/s/ Wayne Gaunce
Wayne Gaunce                                Director


/s/C.C. Howard Gray
C.C. Howard Gray                            Director


/s/Charles A. Hardcastle
Charles A. Hardcastle                       Director


Carroll Knicely                             Director


/s/C. Cecil Martin
C. Cecil Martin                             Director


/s/Frank Mastrapasqua
Frank Mastrapasqua                          Director


/s/Joseph I. Medalie
Joseph I. Medalie                           Director


James D. Scott                              Director


/s/Charles M. Stewart
Charles M. Stewart                          Director


/s/William B. Van Meter
William B. Van Meter                        Director


/s/Thomas R. Wallingford
Thomas R. Wallingford                       Director


<PAGE>



                                                 INDEX TO EXHIBITS

Exhibit Number             Description of Exhibit                           Page

4(a)                  Restated  Articles of Incorporation of the Registrant
                           are  incorporated by reference to Exhibit 4(a) of the
                           Registrant's  report  on Form  10-Q  for the  quarter
                           ended March 31, 1995.

4(b)                  Articles of  Amendment  to the  Restated  Articles of
                           Incorporation  of the Registrant are  incorporated by
                           reference to Exhibit 4(b) of the Registrant's  Report
                           on Form 10-Q for the quarter ended March 31, 1995.

4(c)                  Restated  Bylaws of the  Registrant  as  amended  are
                           incorporated  by  reference  to  Exhibit  4(b) of 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
                           of Registrant's  Report on Form 8-K dated January 24,
                           1992.

5                     Opinion of Wyatt, Tarrant & Combs as to
                          the legality of the Common Stock.                  19

23(a)                 Consent of KPMG Peat Marwick LLP.                      21

23(b)                 Consent of Wyatt, Tarrant & Combs (included in Exhibit 5).

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

99                    Trans Financial 1994 Stock Option Plan is incorporated by
                          reference to Exhibit 10 of the Registrant's report on
                          Form 10-Q for the quarter ended March 31, 1994.



<PAGE>


     Exhibit 5
                                                  December 22, 1995

Board of Directors
Trans Financial, Inc.
500 East Main Street

Bowling Green, Kentucky  42101

Gentlemen:

                  We have acted as counsel to Trans Financial,  Inc., a Kentucky
corporation  (the  "Company"),  in connection  with the  registration of 500,000
shares of the Company's common stock (the "Shares"),  issuable upon the exercise
of options granted under the Trans  Financial,  Inc. 1994 Stock Option Plan (the
"Plan")  and  4,399  shares  of the  Company's  common  stock  (the  "Restricted
Shares"),  issued pursuant to certain Stock Bonus Agreements between the Company
and the  Selling  Shareholders  named  in the  Prospectus.  The  Shares  and the
Restricted Shares are being registered on the Registration Statement on Form S-8
(the  "Registration  Statement")  being filed by the Company with the Securities
and Exchange  Commission pursuant to the Securities Act of 1933, as amended (the
"Act").

                  We have  examined  and are  familiar  with  the  Company,  its
organization and proceedings  related thereto.  We have also examined such other
documents and procedures as we have considered necessary for the purpose of this
opinion.

                  We have assumed, for purposes of this opinion, that the Shares
will be validly  authorized on the respective dates of exercise of options under
the Plan and that,  on the dates of  exercise,  the options  will have been duly
executed  and  delivered  and will  constitute  the  legal,  valid  and  binding
obligations of the Company,  enforceable  against the Company in accordance with
their respective terms.

                  Based upon the  foregoing  and  subject to the  qualifications
hereinafter set forth, we are of the opinion that:

     1. The Shares are duly  authorized  and, when issued and sold in accordance
with the Registration Statement, the prospectus delivered to participants in the
Plan pursuant to the requirements of the Act (the  "Prospectus"),  the pertinent
provisions of any applicable  state  securities  laws and the Plan, will be duly
and validly issued, fully paid and nonassessable.
     2. The Restricted Shares have been duly authorized and are duly and validly
issued, fully paid and nonassessable.
                  We express no opinion with respect to Shares issuable upon the
exercise of options granted under the Plan which are purchased by the Company on
the open market and are not original issuance shares.

                  We are members of the Bar of the  Commonwealth of Kentucky and
do not  purport  to be experts  on the laws of any  jurisdiction  other than the
Commonwealth  of Kentucky and the Federal laws of the United  States of America,
and we express no  opinion as to the laws of any  jurisdiction  other than those
specified.

                  Our  opinion  is  directed  to the Board of  Directors  of the
Company  and may not be relied upon by any  persons  other than said  directors,
recipients of the Prospectus and participants in the Plan. We expressly disclaim
any  responsibility  for  advising  you of any  change  hereafter  occurring  in
circumstances  touching or concerning  the  transaction  which is the subject of
this opinion,  including any changes in the law or in factual matters  occurring
subsequent to the date of this opinion.

                  We hereby  consent  to the filing of this  opinion,  or copies
thereof, as an Exhibit to the Registration Statement. In giving this consent, we
do not thereby admit that we are within the category of persons whose consent is
required  under  Section  7 of the  Act  or the  rules  and  regulations  of the
Securities and Exchange Commission thereunder.

                                                     Sincerely,

                                                     WYATT, TARRANT & COMBS

                                                     /s/Wyatt, Tarrant & Combs


<PAGE>


     Exhibit 23(a)

The Board of Directors
Trans Financial, Inc.

We consent to the use of our report  incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.  Our report
refers to changes in  accounting  for income taxes and  investments  in debt and
equity securities.

/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Louisville, Kentucky

December 22, 1995
[{"type": "S-8", "sequence": "1", "description": "TRANS FINANCIAL, INC. 1994 STOCK OPTION PLAN", "secsgml_size_bytes": 40410}]
{"company-data": {"conformed-name": "TRANS FINANCIAL INC", "cik": "0000704469", "assigned-sic": "6022", "irs-number": "611048868", "state-of-incorporation": "KY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65349", "film-number": "95604124"}, "business-address": {"street1": "500 EAST MAIN STREET", "city": "BOWLING GREEN", "state": "KY", "zip": "42101", "phone": "5027815000"}, "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"}]}
As filed with the Securities and Exchange Commission on December 22, 1995
                                             Registration No. 33-_______________
===============================================================================

                       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)

                  TRANS FINANCIAL, INC. 1994 STOCK OPTION PLAN

               STOCK BONUS AGREEMENTS WITH RESPECT TO 4,399 SHARES

                              (Full title of plans)

                                                    Copy to:

Douglas M. Lester, President                        Stewart E. Conner, Esq.
Trans Financial, Inc.                               Wyatt, Tarrant & Combs
500 East Main Street                                2800 Citizens Plaza
Bowling Green, Kentucky  42101                      Louisville, Kentucky  40202

                     (Name and address of agent for service)

                                 (502) 781-5000

          (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

- --------------------------------------------------------------------------------
Title of securities Amount to be  Proposed maximum  Proposed maximum   Amount of
to be registered    registered     offering price       aggregate   registration
                                     per unit(2)    offering price(2)     fee
- --------------------------------------------------------------------------------
Common Stock,        504,399           $17.50          $8,826,982.50 $3,043.79
no par value          shares
- --------------------------------------------------------------------------------

*Estimated  solely for the purpose of computing the  registration  fee and based
upon the closing sales price for the Common  Stock,  as reported by the National
Association of Securities Dealers Automated  Quotation System Stock Market as of
December 18, 1995.

                                                 21 sequentially numbered pages.
                                                       Exhibit index on page 18.
TRANS FINANCIAL, INC.

                              Cross Reference Sheet

                    Pursuant to Item 501(b) of Regulation S-K

                                                             Location or Caption
          Item In Form S-3                                        In Prospectus

 1. Forepart of Registration                                 Outside Front Cover
        Statement and Outside Front                           Page of Prospectus
        Cover Page of Prospectus

 2. Inside Front and Outside                              Available Information,
        Back Cover Pages of                                    Table of Contents
        Prospectus

 3. Summary Information, Risk                                      The Company
        Factors and Ratio of
        Earnings to Fixed Charges

 4. Use of Proceeds                                               Not Applicable

 5. Determination of Offering                                     Not Applicable
        Price

 6. Dilution                                                      Not Applicable

 7. Selling Security Holders                               Selling Shareholders

 8. Plan of Distribution                                   Selling Shareholders

 9. Description of Securities                                    Not Applicable
        to be Registered

10. Interests of Named                                           Not Applicable
        Experts and Counsel

11. Material Changes                                             Not Applicable

12. Incorporation of Certain                                    Incorporation of
        Information by Reference                              Certain Documents
                                                                   by Reference

13. Disclosure of Commission                                     Not Applicable
    Position on Indemnification
    for Securities Act Liabilities
TRANS FINANCIAL, INC.

                                  4,399 Shares

                                  Common Stock

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

         This Prospectus  relates to up to 4,399  shares(the  "Shares" of common
stock,  no par  value  (the  "Common  Stock"),  of Trans  Financial,  Inc.  (the
"Company"),  which may be offered and sold from time to time hereafter by or for
the  account  of the  Selling  Shareholders,  as  defined  herein,  in  ordinary
brokerage or principal  transactions in the over-the-counter  market. The Shares
were issued by the Company to the Selling Shareholders pursuant to certain stock
bonus agreements between the Company and the Selling Shareholders.

   The Common  Stock of the  Company is quoted on the  National  Association  of
Securities  Dealers,  Inc.  Automated  Quotation System  ("NASDAQ") Stock Market
under the symbol  "TRFI".  On December 18,  1995,  the closing sale price of the
Common Stock on the NASDAQ Stock Market was $17.50 per share.

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

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

                The date of this Prospectus is December 22, 1995.
TABLE OF CONTENTS

                                                                           Page

Available Information........................................................4
Incorporation of Certain Documents by Reference..............................5
The Company..................................................................5
Selling Shareholders.........................................................6
Idemnification...............................................................7
Experts......................................................................8

                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of  1934  (the  "Exchange  Act")  and,  in  accordance
therewith,  files reports and other information with the Securities and Exchange
Commission (the "Commission").  Reports, proxy and information  statements,  and
other  information  concerning  the Company can be  inspected  and copied at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W.,  Washington,  D.C. 20549, and at the Commission's Regional Offices
at Room 1400, North Atrium Center,  500 West Madison Street,  Chicago,  Illinois
60604;  and 7 World Trade Center,  Thirteenth  Floor,  New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of the
Commission  at 450 Fifth  Street,  N.W.,  Washington,  D.C.  20549 at prescribed
rates.

                               * * * * * * * * * *

         No person has been  authorized to give any  information  or to make any
representations  other than those  contained in this  Prospectus,  in connection
with the offer  contained  herein,  and, if given or made,  such  information or
representations  must not be relied upon. This Prospectus does not constitute an
offer to sell, or a solicitation  of any offer to buy, nor shall there be a sale
of any securities  offered hereby in any  jurisdiction in which it is not lawful
or to any person to whom it is not lawful to make any such  offer,  solicitation
or sale. Neither delivery of this Prospectus nor any sale hereunder shall, under
any  circumstances,  create an implication  that there has been no change in the
affairs  of  the  Company  since  the  date  hereof.  Statements  made  in  this
Prospectus,  unless the context indicates otherwise,  are made as of the date of
this Prospectus.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents  heretofore  filed  by the  Company  with the
Commission are specifically incorporated herein by reference:

         1. The  Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, as amended; and

         2. The Company's  Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995, June 30, 1995 and September 30, 1995.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this  Prospectus and prior to the  termination of the offering being made hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the respective dates of filing of such documents. Any statement
contained in a document  incorporated  or deemed to be incorporated by reference
herein  shall be  deemed to be  modified  or  superseded  for  purposes  of this
Prospectus  to the  extent  that a  statement  contained  herein or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

         The Company will provide  without charge to each person,  including any
beneficial  owner,  to whom this  Prospectus is delivered,  upon written or oral
request of such person,  a copy of any and all of the documents  incorporated by
reference  in this  Prospectus,  except  for  the  exhibits  to such  documents.
Requests  should be directed to Edward R.  Matthews,  Chief  Financial  Officer,
Trans Financial,  Inc., 3170 Louisville Road,  Bowling Green,  Kentucky,  42101,
(502) 793-7717.

                                   THE COMPANY

         The Company is a bank holding company registered under the Bank Holding
Company Act of 1956 and a savings and loan holding company  registered under the
Home Owners' Loan Act. The Company has two commercial bank  subsidiaries and one
thrift  subsidiary.  The Company  and its  subsidiaries  conduct  business at 55
offices  located in Kentucky and  Tennessee.  At September 30, 1995, the Company
had total  consolidated  assets of  approximately  $1.7 billion,  loans,  net of
unearned income, of $1.2 billion and total shareholders' equity of $127 million.

         The Company's  principal executive offices are located at 500 East Main
Street, Bowling Green, Kentucky 42101. Its telephone number is (502) 781-5000.

                              SELLING SHAREHOLDERS

         The shares of common stock  covered by this  Prospectus  were issued by
the Company in February  1995 to Dale M.  Bruner and Terry L.  Eastwood,  former
employees  of a  subsidiary  of the  Company  (the  "Selling  Shareholders")  in
connection  with  certain  stock bonus  arrangements  entered  into  between the
Company  and the  Selling  Shareholders.  It is  anticipated  that  the  Selling
Shareholders  may from time to time  offer and sell all or part of the shares of
Common  Stock  covered by this  Prospectus  in ordinary  brokerage  or principal
transactions in the over-the-counter  market to market makers, to broker-dealers
acting as agent for the Selling  Shareholders,  or to  broker-dealers  acting as
agent for a customer,  at prices  prevailing at the time of sale, and in private
transactions at negotiated prices. In connection with sales of the shares in the
over-the-counter  market,  there  will be paid  such  brokerage  commissions  or
discounts  as may be  negotiated  between  the  Selling  Shareholders  and their
brokers,  except that if the Selling  Shareholders  are also  affiliates  of the
Company within the meaning of the Act payment may be limited to normal brokerage
commissions in connection  with such sales.  Upon any sale of the shares offered
hereby,  the  Selling  Shareholders,  brokers  executing  sales  orders on their
behalf,  and  dealers to whom such  persons or  entities  may sell,  may,  under
certain circumstances,  be deemed to be "underwriters" within the meaning of the
Act.  As of the  date  of  this  Prospectus,  no  agreements,  arrangements,  or
understandings  have been entered into between the Selling  Shareholders and any
broker or dealer in connection with the sale of the Shares.  The Shares may also
be sold by a Selling  Shareholder  pursuant to Rule 144 of the Act.  The Company
will not receive any of the proceeds  from the sale of the Shares by the Selling
Shareholders.

         The names and addresses of the Selling Shareholders are Dale M. Bruner,
1572 Rhoton's Chapel Road,  Manchester,  Tennessee 37355, and Terry L. Eastwood,
103 Hayfield,  Manchester,  Tennessee  37355.  Mr. Bruner and Mr.  Eastwood were
formerly  the Region  President  and  Community  President,  respectively,  of a
subsidiary  of the Company.  As of the date of this  Prospectus,  Dale M. Bruner
owned  beneficially  3,080 shares of Common Stock,  and Terry L. Eastwood  owned
beneficially  1,515 shares of Common Stock. The number of shares of Common Stock
to be offered for the account of Mr. Bruner pursuant to this Prospectus is 3,080
and the number of shares of Common  Stock to be offered  for the  account of Mr.
Eastwood pursuant to this Prospectus is 1,319.

                                 INDEMNIFICATION

         Article  XI of  the  Registrant's  Amended  and  Restated  Articles  of
Incorporation  limits the liability of directors of the  Registrant  pursuant to
the Kentucky Business  Corporation Act. Under this Article,  directors generally
will be personally  liable to the  Registrant 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 Bylaws of the  Registrant  require the Registrant 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  Registrant,  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 Registrant.

         The Bylaws of the  Registrant  further  provide for the  advancement of
expenses incurred by an officer or director,  and reimbursable under the Bylaws,
only upon delivery to the  Registrant  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  Registrant  within  ninety  (90)
days after a written claim has been received, the director or officer making the
claim may bring suit against the Registrant 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 Registrant 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  Registrant to indemnify,  the Registrant 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:

          He conducted himself in good faith; and

                    He  reasonably  believed  [a] in the case of  conduct in his
official  capacity  with  the  corporation  that  his  conduct  was in its  best
interests; and [b] in all other cases, that his conduct was at least not opposed
to its best interests; and [3] in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.

                   in  connection  with a  proceeding  by or in the right of the
corporation in which the director was adjudged liable to the corporation; or [2]
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  Registrant   maintains  directors'  and  officers'
liability  insurance  covering certain  liabilities which may be incurred by the
directors and officers of the Registrant in connection  with the  performance of
their duties.

                                     EXPERTS

         The consolidated financial statements of the Company as of December 31,
1994 and 1993 and for each of the years in the three-year  period ended December
31, 1994,  have been  incorporated by reference  herein and in the  registration
statement  in reliance  upon the report of KPMG Peat  Marwick  LLP,  independent
certified public  accountants,  incorporated by reference  herein,  and upon the
authority of said firm as experts in accounting and auditing. The report of KPMG
Peat  Marwick  LLP  covering  the  December  31,  1994  consolidated   financial
statements  refers to changes in accounting for income taxes and  investments in
debt and equity securities.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The  Registrant  hereby  incorporates  the following  documents in this
Registration Statement:

         The  Registrant's  Annual  Report on Form 10-K for the  fiscal
year ended December 31, 1994;

     The  Registrant's  Quarterly  Reports on Form 10-Q for the  quarters  ended
March 31, 1995, June 30, 1995 and September 30, 1995; and

     The description of the Common Stock of the Registrant contained in the Form
8-K filed by the  Registrant on October 9, 1984, as updated by the  Registration
Statement on Form S-2 (Registration  No. 33-18617),  and any amendment or report
filed for the purpose of updating such description.
         All documents subsequently filed by the Registrant 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 in this Registration  Statement and to
be part  hereof  from  the  date of  filing  of such  documents.  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  Registrant's  Amended  and  Restated  Articles  of
Incorporation  limits the liability of directors of the  Registrant  pursuant to
the Kentucky Business  Corporation Act. Under this Article,  directors generally
will be personally  liable to the  Registrant 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 Bylaws of the  Registrant  require the Registrant 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  Registrant,  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 Registrant.

         The Bylaws of the  Registrant  further  provide for the  advancement of
expenses incurred by an officer or director,  and reimbursable under the Bylaws,
only upon delivery to the  Registrant  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  Registrant  within  ninety  (90)
days after a written claim has been received, the director or officer making the
claim may bring suit against the Registrant 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 Registrant 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  Registrant to indemnify,  the Registrant 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:

          He conducted himself in good faith; and

                    He  reasonably  believed  [a] in the case of  conduct in his
official  capacity  with  the  corporation  that  his  conduct  was in its  best
interests; and [b] in all other cases, that his conduct was at least not opposed
to its best interests; and [3] in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.

                   in  connection  with a  proceeding  by or in the right of the
corporation in which the director was adjudged liable to the corporation; or [2]
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  Registrant   maintains  directors'  and  officers'
liability  insurance  covering certain  liabilities which may be incurred by the
directors and officers of the Registrant in connection  with the  performance of
their duties.

Item 7. Exemption from Registration Claimed.

         4,399 shares of Common Stock to be reoffered or resold pursuant to this
Registration  Statement by the Selling Shareholders named in the Prospectus were
issued by the Registrant in a transaction  not  constituting  a public  offering
pursuant to Section 4(2) under the Act.

Item 8. Exhibits.

         The exhibits  listed on the Exhibit  Index  appearing on page 9 of this
Registration Statement are incorporated by reference herein.

Item 9. Undertakings.

     1. The undersigned Registrant hereby undertakes:
     A. To file,  during any period in which  offers or sales are being made,  a
post-effective amendment to this Registration Statement:

     [1] To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933;

     [2] 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;

     [3]  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 1(A)[1] and 1(A)[2] 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
Exchange Act that are incorporated by reference in the Registration Statement.

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

     2. 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 this
Registration  Statement  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. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant,  the  registrant  has been  advised  that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the question of 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 December
18, 1995.

                                                TRANS FINANCIAL BANCORP, INC.

                                                   By /s/ Douglas M. Lester
                                                  Douglas M. Lester, Chairman of
                                                    the Board, President and
                                                    Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes and appoints Douglas M. Lester,  Vincent A. Berta and
Edward R. Matthews,  and each of them,  with the power to act without the other,
his or her true and  lawful  attorney-in-facts  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 this Registration Statement, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents,  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  on Form S-8 has  been  signed  below  by the  following
persons on the 18th day of December, 1995 in the capacities indicated:

Signature                                    Title

/s/ Douglas M. Lester      Chairman of the Board, President,
Douglas M. Lester            Chief Executive Officer and Director
                             (Principal Executive Officer)

/s/ Edward R. Matthews     Treasurer and Chief Financial Officer
Edward R. Matthews           (Principal Financial and Accounting Officer)

/s/ Barry D. Bray
Barry D. Bray                               Director

Mary D. Cohron                              Director

/s/ Floyd H. Ellis
Floyd H. Ellis                              Director

/s/ J. David Francis
J. David Francis                            Director

/s/ Roy E. Gaddie
Roy E. Gaddie                               Director

/s/John B. Gaines
John B. Gaines                              Director

/s/David B. Garvin
David B. Garvin                             Director

/s/ Wayne Gaunce
Wayne Gaunce                                Director

/s/C.C. Howard Gray
C.C. Howard Gray                            Director

/s/Charles A. Hardcastle
Charles A. Hardcastle                       Director

Carroll Knicely                             Director

/s/C. Cecil Martin
C. Cecil Martin                             Director

/s/Frank Mastrapasqua
Frank Mastrapasqua                          Director

/s/Joseph I. Medalie
Joseph I. Medalie                           Director

James D. Scott                              Director

/s/Charles M. Stewart
Charles M. Stewart                          Director

/s/William B. Van Meter
William B. Van Meter                        Director

/s/Thomas R. Wallingford
Thomas R. Wallingford                       Director
INDEX TO EXHIBITS

Exhibit Number             Description of Exhibit                           Page

4(a)                  Restated  Articles of Incorporation of the Registrant
                           are  incorporated by reference to Exhibit 4(a) of the
                           Registrant's  report  on Form  10-Q  for the  quarter
                           ended March 31, 1995.

4(b)                  Articles of  Amendment  to the  Restated  Articles of
                           Incorporation  of the Registrant are  incorporated by
                           reference to Exhibit 4(b) of the Registrant's  Report
                           on Form 10-Q for the quarter ended March 31, 1995.

4(c)                  Restated  Bylaws of the  Registrant  as  amended  are
                           incorporated  by  reference  to  Exhibit  4(b) of 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
                           of Registrant's  Report on Form 8-K dated January 24,
                           1992.

5                     Opinion of Wyatt, Tarrant & Combs as to
                          the legality of the Common Stock.                  19

23(a)                 Consent of KPMG Peat Marwick LLP.                      21

23(b)                 Consent of Wyatt, Tarrant & Combs (included in Exhibit 5).

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

99                    Trans Financial 1994 Stock Option Plan is incorporated by
                          reference to Exhibit 10 of the Registrant's report on
                          Form 10-Q for the quarter ended March 31, 1994.
Exhibit 5
                                                  December 22, 1995

Board of Directors
Trans Financial, Inc.
500 East Main Street

Bowling Green, Kentucky  42101

Gentlemen:

                  We have acted as counsel to Trans Financial,  Inc., a Kentucky
corporation  (the  "Company"),  in connection  with the  registration of 500,000
shares of the Company's common stock (the "Shares"),  issuable upon the exercise
of options granted under the Trans  Financial,  Inc. 1994 Stock Option Plan (the
"Plan")  and  4,399  shares  of the  Company's  common  stock  (the  "Restricted
Shares"),  issued pursuant to certain Stock Bonus Agreements between the Company
and the  Selling  Shareholders  named  in the  Prospectus.  The  Shares  and the
Restricted Shares are being registered on the Registration Statement on Form S-8
(the  "Registration  Statement")  being filed by the Company with the Securities
and Exchange  Commission pursuant to the Securities Act of 1933, as amended (the
"Act").

                  We have  examined  and are  familiar  with  the  Company,  its
organization and proceedings  related thereto.  We have also examined such other
documents and procedures as we have considered necessary for the purpose of this
opinion.

                  We have assumed, for purposes of this opinion, that the Shares
will be validly  authorized on the respective dates of exercise of options under
the Plan and that,  on the dates of  exercise,  the options  will have been duly
executed  and  delivered  and will  constitute  the  legal,  valid  and  binding
obligations of the Company,  enforceable  against the Company in accordance with
their respective terms.

                  Based upon the  foregoing  and  subject to the  qualifications
hereinafter set forth, we are of the opinion that:

     1. The Shares are duly  authorized  and, when issued and sold in accordance
with the Registration Statement, the prospectus delivered to participants in the
Plan pursuant to the requirements of the Act (the  "Prospectus"),  the pertinent
provisions of any applicable  state  securities  laws and the Plan, will be duly
and validly issued, fully paid and nonassessable.
     2. The Restricted Shares have been duly authorized and are duly and validly
issued, fully paid and nonassessable.
                  We express no opinion with respect to Shares issuable upon the
exercise of options granted under the Plan which are purchased by the Company on
the open market and are not original issuance shares.

                  We are members of the Bar of the  Commonwealth of Kentucky and
do not  purport  to be experts  on the laws of any  jurisdiction  other than the
Commonwealth  of Kentucky and the Federal laws of the United  States of America,
and we express no  opinion as to the laws of any  jurisdiction  other than those
specified.

                  Our  opinion  is  directed  to the Board of  Directors  of the
Company  and may not be relied upon by any  persons  other than said  directors,
recipients of the Prospectus and participants in the Plan. We expressly disclaim
any  responsibility  for  advising  you of any  change  hereafter  occurring  in
circumstances  touching or concerning  the  transaction  which is the subject of
this opinion,  including any changes in the law or in factual matters  occurring
subsequent to the date of this opinion.

                  We hereby  consent  to the filing of this  opinion,  or copies
thereof, as an Exhibit to the Registration Statement. In giving this consent, we
do not thereby admit that we are within the category of persons whose consent is
required  under  Section  7 of the  Act  or the  rules  and  regulations  of the
Securities and Exchange Commission thereunder.

                                                     Sincerely,

                                                     WYATT, TARRANT & COMBS

                                                     /s/Wyatt, Tarrant & Combs
Exhibit 23(a)

The Board of Directors
Trans Financial, Inc.

We consent to the use of our report  incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.  Our report
refers to changes in  accounting  for income taxes and  investments  in debt and
equity securities.

/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Louisville, Kentucky

December 22, 1995