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, including Zip code)


                  TRANS FINANCIAL, INC. SAVINGS INVESTMENT PLAN
                            (Full title of the Plan)
                               ------------------

                          Douglas M. Lester, President
                              Trans Financial, Inc.
                              500 East Main Street
                          Bowling Green, Kentucky 42101
                     (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,        450,000(1)        $17.50          $7,875,000    $2,715.52
no par value          shares
- --------------------------------------------------------------------------------
     (1) Plus such additional shares as may be issued by reason of stock splits,
stock dividends or similar transactions.
     (2)  Estimated  solely for the purpose of computing  the  registration  fee
pursuant  to Rule  457(g).
     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold  pursuant to the employee  benefit  plan  described  herein.
                       14 sequentially numbered pages. Exhibit index on page 11.


<PAGE>


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


<PAGE>


                                     PART I
- --------------------------------------------------------------------------------

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents  containing the  information  specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1).


                                     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:
     1. The Company's Annual Report on Form 10-K for the 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;
     3. The Annual Report of the Trans Financial,  Inc. Savings  Investment Plan
     (the "Plan") for the year ended  December 31, 1994,  included as an exhibit
     to the Company's Annual Report on Form 10-K for the year ended December 31,
     1994, incorporated by reference herein; and
     4. The description of the Company's Common Stock contained in the Company's
     registration  statement under Section 12(b) of the Securities  Exchange Act
     of 1934 and any  amendment or report filed for the purpose of updating such
     description.
     All reports and other  documents  subsequently  filed by the Company or the
Plan 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 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 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,
prior 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 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 (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 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  registrant  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.  The registrant will submit or has submitted
the Plan and any amendment  thereto to the Internal Revenue  Service("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code.

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:

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

                  [b] 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;

                  [c] 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 (and each filing of an employee  benefit plan's
annual report pursuant to 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

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all 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,  State of Kentucky,  on December
18, 1995.

                                               TRANS FINANCIAL, INC.

                                               By /s/ Douglas M. Lester
                                               Douglas M. Lester, President and
                                                     Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below hereby  constitutes  and appoints  Douglas M. Lester,  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  Statements,  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/ Douglas M. Lester    Chairman of the Board, President,     December 18, 1995
Douglas M. Lester        Chief   Executive    Officer   and
                         Director   (Principal    Executive
                         Officer)

/s/ Edward R.Matthews    Edward R.Treasurer and Chief Financial December 19,1995
Matthews                 Officer  (Principal  Financial and
                         Accounting Officer)


/s/Barry D. Bray         Director                              December 18, 1995



- -------------------------Director                                         , 1995
Mary D. Cohron


/s/Floyd H. Ellis        Director                              December 18, 1995


/s/J. David Francis      Director                              December 18, 1995


/s/Roy E. Gaddie         Director                              December 18, 1995


/s/John B. Gaines        Director                               December 18,1995


/s/David B. Garvin       Director                               December 18,1995


/s/Wayne Gaunce          Director                               December 18,1995


/s/C.C.Howard Gray       Director                               December 18,1995


/s/Charles A. Hardcastle  Director                              December 18,1995


- -------------------------Director                                         , 1995
Carroll Knicely


/s/ C. Cecil Martin      Director                               December 18,1995



/s/Frank Mastrapasqua    Director                               December 18,1995


/s/Joseph I. Medalie     Director                               December 18,1995


- -------------------------Director                                         , 1995
James D. Scott


/s/Charles M. Stewart    Director                               December 18,1995


/s/William B. Van Meter  Director                               December 18,1995


/s/Thomas R. Wallingford Director                               December 18,1995


<PAGE>



- -------------------------------------------------------------------------------
                                   SIGNATURES
- -------------------------------------------------------------------------------

         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the  trustees  of the Plan have duly caused this  registration  statement  to be
signed on its behalf by the undersigned  thereunto duly authorized,  in the City
of Bowling Green, State of Kentucky, on December 18, 1995.


                                   TRANS FINANCIAL, INC. SAVINGS INVESTMENT PLAN



                                  By: Trans Financial Bank, National Association
    Trustee
                                    By: s/s Ronald Szejner
                                        Ronald Szejner, Executive Vice-President







<PAGE>


                                INDEX TO EXHIBITS


                  Description of Exhibit                                Page No.


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 Wyatt, Tarrant & Combs as to the
                  legality of the Common Stock.                               12

23(a)             Consent of KPMG Peat Marwick LLP.                           14

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

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



<PAGE>


     Exhibit 5
                                               WYATT, TARRANT & COMBS
                                                 2800 Citizens Plaza
                                             Louisville, Kentucky  40202



                                                  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 450,000
shares  of the  Company's  common  stock  (the  "Shares"),  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") which may be issued by the Company  pursuant to the
Trans Financial, Inc. Savings Investment Plan (the "Plan").

         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.

         Based upon the foregoing and subject to the qualifications  hereinafter
set forth,  we are of the opinion that the Shares have been 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 pertinent  provisions of any applicable  state  securities laws and
the Plan, will be validly issued, fully paid and nonassessable.

         We express no opinion  with respect to Shares  issuable  under the Plan
which are purchased by the Company on the open market and which 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. 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. SAVINGS INVESTMENT PLAN", "secsgml_size_bytes": 24947}]
{"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": "033-65347", "film-number": "95604120"}, "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, including Zip code)

                  TRANS FINANCIAL, INC. SAVINGS INVESTMENT PLAN
                            (Full title of the Plan)
                               ------------------

                          Douglas M. Lester, President
                              Trans Financial, Inc.
                              500 East Main Street
                          Bowling Green, Kentucky 42101
                     (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,        450,000(1)        $17.50          $7,875,000    $2,715.52
no par value          shares
- --------------------------------------------------------------------------------
     (1) Plus such additional shares as may be issued by reason of stock splits,
stock dividends or similar transactions.
     (2)  Estimated  solely for the purpose of computing  the  registration  fee
pursuant  to Rule  457(g).
     In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold  pursuant to the employee  benefit  plan  described  herein.
                       14 sequentially numbered pages. Exhibit index on page 11.
- --------------------------------------------------------------------------------
PART I
- --------------------------------------------------------------------------------

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents  containing the  information  specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1).

                                     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:
     1. The Company's Annual Report on Form 10-K for the 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;
     3. The Annual Report of the Trans Financial,  Inc. Savings  Investment Plan
     (the "Plan") for the year ended  December 31, 1994,  included as an exhibit
     to the Company's Annual Report on Form 10-K for the year ended December 31,
     1994, incorporated by reference herein; and
     4. The description of the Company's Common Stock contained in the Company's
     registration  statement under Section 12(b) of the Securities  Exchange Act
     of 1934 and any  amendment or report filed for the purpose of updating such
     description.
     All reports and other  documents  subsequently  filed by the Company or the
Plan 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 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 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,
prior 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 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 (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 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  registrant  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.  The registrant will submit or has submitted
the Plan and any amendment  thereto to the Internal Revenue  Service("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code.

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:

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

                  [b] 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;

                  [c] 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 (and each filing of an employee  benefit plan's
annual report pursuant to 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

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all 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,  State of Kentucky,  on December
18, 1995.

                                               TRANS FINANCIAL, INC.

                                               By /s/ Douglas M. Lester
                                               Douglas M. Lester, President and
                                                     Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below hereby  constitutes  and appoints  Douglas M. Lester,  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  Statements,  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/ Douglas M. Lester    Chairman of the Board, President,     December 18, 1995
Douglas M. Lester        Chief   Executive    Officer   and
                         Director   (Principal    Executive
                         Officer)

/s/ Edward R.Matthews    Edward R.Treasurer and Chief Financial December 19,1995
Matthews                 Officer  (Principal  Financial and
                         Accounting Officer)

/s/Barry D. Bray         Director                              December 18, 1995

- -------------------------Director                                         , 1995
Mary D. Cohron

/s/Floyd H. Ellis        Director                              December 18, 1995

/s/J. David Francis      Director                              December 18, 1995

/s/Roy E. Gaddie         Director                              December 18, 1995

/s/John B. Gaines        Director                               December 18,1995

/s/David B. Garvin       Director                               December 18,1995

/s/Wayne Gaunce          Director                               December 18,1995

/s/C.C.Howard Gray       Director                               December 18,1995

/s/Charles A. Hardcastle  Director                              December 18,1995

- -------------------------Director                                         , 1995
Carroll Knicely

/s/ C. Cecil Martin      Director                               December 18,1995

/s/Frank Mastrapasqua    Director                               December 18,1995

/s/Joseph I. Medalie     Director                               December 18,1995

- -------------------------Director                                         , 1995
James D. Scott

/s/Charles M. Stewart    Director                               December 18,1995

/s/William B. Van Meter  Director                               December 18,1995

/s/Thomas R. Wallingford Director                               December 18,1995
- -------------------------------------------------------------------------------
                                   SIGNATURES
- -------------------------------------------------------------------------------

         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the  trustees  of the Plan have duly caused this  registration  statement  to be
signed on its behalf by the undersigned  thereunto duly authorized,  in the City
of Bowling Green, State of Kentucky, on December 18, 1995.

                                   TRANS FINANCIAL, INC. SAVINGS INVESTMENT PLAN

                                  By: Trans Financial Bank, National Association
    Trustee
                                    By: s/s Ronald Szejner
                                        Ronald Szejner, Executive Vice-President
INDEX TO EXHIBITS

                  Description of Exhibit                                Page No.

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 Wyatt, Tarrant & Combs as to the
                  legality of the Common Stock.                               12

23(a)             Consent of KPMG Peat Marwick LLP.                           14

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

24                Power of Attorney  (included on signature  page of this
                         Registration Statement).
Exhibit 5
                                               WYATT, TARRANT & COMBS
                                                 2800 Citizens Plaza
                                             Louisville, Kentucky  40202

                                                  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 450,000
shares  of the  Company's  common  stock  (the  "Shares"),  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") which may be issued by the Company  pursuant to the
Trans Financial, Inc. Savings Investment Plan (the "Plan").

         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.

         Based upon the foregoing and subject to the qualifications  hereinafter
set forth,  we are of the opinion that the Shares have been 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 pertinent  provisions of any applicable  state  securities laws and
the Plan, will be validly issued, fully paid and nonassessable.

         We express no opinion  with respect to Shares  issuable  under the Plan
which are purchased by the Company on the open market and which 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. 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