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. 1996 CONSOLIDATED STOCK OPTION PLAN
                            (Full Title of the Plan)
                               ------------------

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



<PAGE>





                                                                              
<TABLE>


                         CALCULATION OF REGISTRATION FEE

<CAPTION>

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

<S>                       <C>                    <C>        <C>                 <C>  

Common Stock 
(no par .............     347,380 Shares(F1)     $ 27.60     $ 9,587,688.00       $ 2,905.36
value) and associated
Preferred Stock
Purchase Rights (F3)

<FN>


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

(2)      Estimated  pursuant to Rule 457(h)  solely for purposes of  calculating
         the amount of the registration fee. The proposed maximum offering price
         per share was determined by calculating the weighted  average  exercise
         price of 347,380  shares being offered under  outstanding  options at a
         weighted average exercise price of $27.60.

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

</FN>
</TABLE>



<PAGE>


                                     PART I

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


                                     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 (the "Commission"):

         A.       The Company's Annual Report on Form 10-K for the year ended 
December 31,  1997, as amended;

         B.       All reports filed with the Commission  pursuant to Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 (the "Exchange  Act")
since December 31, 1997; and

         C.       The  description  of the shares of Common Stock  contained in
the Company's  registration  of the shares under  Section 12 of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

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

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

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

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

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

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

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

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

Item 9.  Undertakings.

         A.       The undersigned registrant hereby undertakes:

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

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

                           (ii)     To reflect in the prospectus any facts or 
events  arising after the effective date of the registration  statement (or the
most recent  post-effective  amendment  thereof)  which,  individually or in the
aggregate,  represent a fundamental  change in the  information set forth in the
registration statement;

                           (iii)    To include any material  information with 
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration 
statement;

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

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

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

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

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


<PAGE>


                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Bowling Green, Commonwealth of Kentucky, on June 15,
1998.

                              TRANS FINANCIAL, INC.

                              By /s/Vince A. Berta
                                    Vince A. Berta, Chairman of the Board, 
                                    President and Chief Executive Officer

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.



    Signature                             Title                           Date



/s/ Vince A. Berta                Chairman of the Board,           June 15, 1998
Vince A. Berta                    President, Chief Executive
                                  Officer, and Director
                                  (Principal Executive Officer)

/s/ Edward R. Matthews            Executive Vice President and     June 15, 1998
-----------------------             Chief Financial Officer
Edward R. Matthews                  (Principal  Financial and
                                        Accounting Officer)                 
                                                    

/s/Mary D. Cohron                  Director                        June 15, 1998
Mary D. Cohron


                                   Director                         ______, 1998
David B. Garvin



/s/ Wayne Gaunce                   Director                        June 15, 1998
Wayne Gaunce


Howard Gray                        Director                         June 15,1998
C.C. Howard Gray


/s/ Charles A. Hardcastle          Director                        June 15, 1998
-------------------------
Charles A. Hardcastle


Carroll Knicely                    Director                         ______, 1998


/s/ C. Cecil Martin                Director                        June 15, 1998
-------------------
C. Cecil Martin


/s/ James D. Scott                 Director                        June 15, 1998
-------------------
James D. Scott



/s/ William B. Van Meter           Director                        June 15, 1998
------------------------
William B. Van Meter




<PAGE>



     Exhibit Number                                 Description of Exhibit


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

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

4(c)                       Bylaws of the Registrant as amended are incorporated
                           by reference to Exhibit 4(b) to the Registrant's 
                           Report on Form 10-K
                           for the year ended December 31, 1993.

4(d)                       Rights  Agreement,   dated  January  20,  1992, 
                           between  Manufacturers Hanover Trust Company and the
                           Registrant is  incorporated  by reference
                           to Exhibit  4(a) to the  Registrant's  Report on Form
                           10-K for the year ended December 31, 1997.

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

23(a)                       Consent of KPMG Peat Marwick LLP.


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

24                         Power of  Attorney  (included  on  signature  page of
                           this  Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "TRANS FINANCIAL, INC. FORM S-8", "secsgml_size_bytes": 19394}]
{"company-data": {"conformed-name": "TRANS FINANCIAL INC", "cik": "0000704469", "assigned-sic": "6021", "irs-number": "611048868", "state-of-incorporation": "KY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58283", "film-number": "98659152"}, "business-address": {"street1": "500 EAST MAIN STREET", "city": "BOWLING GREEN", "state": "KY", "zip": "42101", "phone": "5027937717"}, "mail-address": {"street1": "500 E MAIN STREET", "city": "BOWLING GREEN", "state": "KY", "zip": "42101"}, "former-company": [{"former-conformed-name": "TRANS FINANCIAL BANCORP INC", "date-changed": "19920703"}, {"former-conformed-name": "KENTUCKY SOUTHERN BANCORP INC", "date-changed": "19850927"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

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

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

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

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

            TRANS FINANCIAL, INC. 1996 CONSOLIDATED STOCK OPTION PLAN
                            (Full Title of the Plan)
                               ------------------

         Vince A. Berta, Chairman, President and Chief Executive Officer
                              Trans Financial, Inc.
                              500 East Main Street
                          Bowling Green, Kentucky 42101
                                 (502) 781-5000
                     (Name and Address of Agent for Service,
                     Telephone Number, Including Area Code,
                              of Agent For Service)
CALCULATION OF REGISTRATION FEE
Proposed          Proposed
   Title of                                     Maximum           Maximum
   Securities              Amount                Offering         Aggregate     Amount of
   To Be                   To Be                Price Per         Offering      Registration
   Registered              Registered            Share(F2)         Price (F2)      Fee
Common Stock 
(no par .............     347,380 Shares(F1)     $ 27.60     $ 9,587,688.00       $ 2,905.36
value) and associated
Preferred Stock
Purchase Rights (F3)
(1)      Plus such additional shares as may be issued by reason of stock splits,
         stock dividends or similar transactions.

(2)      Estimated  pursuant to Rule 457(h)  solely for purposes of  calculating
         the amount of the registration fee. The proposed maximum offering price
         per share was determined by calculating the weighted  average  exercise
         price of 347,380  shares being offered under  outstanding  options at a
         weighted average exercise price of $27.60.

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

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

                                     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 (the "Commission"):

         A.       The Company's Annual Report on Form 10-K for the year ended 
December 31,  1997, as amended;

         B.       All reports filed with the Commission  pursuant to Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 (the "Exchange  Act")
since December 31, 1997; and

         C.       The  description  of the shares of Common Stock  contained in
the Company's  registration  of the shares under  Section 12 of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

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

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

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

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

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

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

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

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

Item 9.  Undertakings.

         A.       The undersigned registrant hereby undertakes:

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

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

                           (ii)     To reflect in the prospectus any facts or 
events  arising after the effective date of the registration  statement (or the
most recent  post-effective  amendment  thereof)  which,  individually or in the
aggregate,  represent a fundamental  change in the  information set forth in the
registration statement;

                           (iii)    To include any material  information with 
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration 
statement;

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

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

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

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

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

          Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Bowling Green, Commonwealth of Kentucky, on June 15,
1998.

                              TRANS FINANCIAL, INC.

                              By /s/Vince A. Berta
                                    Vince A. Berta, Chairman of the Board, 
                                    President and Chief Executive Officer

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

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Signature                             Title                           Date

/s/ Vince A. Berta                Chairman of the Board,           June 15, 1998
Vince A. Berta                    President, Chief Executive
                                  Officer, and Director
                                  (Principal Executive Officer)

/s/ Edward R. Matthews            Executive Vice President and     June 15, 1998
-----------------------             Chief Financial Officer
Edward R. Matthews                  (Principal  Financial and
                                        Accounting Officer)                 
                                                    

/s/Mary D. Cohron                  Director                        June 15, 1998
Mary D. Cohron

                                   Director                         ______, 1998
David B. Garvin

/s/ Wayne Gaunce                   Director                        June 15, 1998
Wayne Gaunce

Howard Gray                        Director                         June 15,1998
C.C. Howard Gray

/s/ Charles A. Hardcastle          Director                        June 15, 1998
-------------------------
Charles A. Hardcastle

Carroll Knicely                    Director                         ______, 1998

/s/ C. Cecil Martin                Director                        June 15, 1998
-------------------
C. Cecil Martin

/s/ James D. Scott                 Director                        June 15, 1998
-------------------
James D. Scott

/s/ William B. Van Meter           Director                        June 15, 1998
------------------------
William B. Van Meter
Exhibit Number                                 Description of Exhibit

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

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

4(c)                       Bylaws of the Registrant as amended are incorporated
                           by reference to Exhibit 4(b) to the Registrant's 
                           Report on Form 10-K
                           for the year ended December 31, 1993.

4(d)                       Rights  Agreement,   dated  January  20,  1992, 
                           between  Manufacturers Hanover Trust Company and the
                           Registrant is  incorporated  by reference
                           to Exhibit  4(a) to the  Registrant's  Report on Form
                           10-K for the year ended December 31, 1997.

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

23(a)                       Consent of KPMG Peat Marwick LLP.

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

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