As filed  with the  Securities  and  Exchange  Commission  on October  28,  1999
Registration Statement No. 333-__________
=====================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
=====================================================================
                            LAFAYETTE BANCORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

              Indiana                                      35-1605492
(State or Other Jurisdiction                           (I.R.S. Employer
of Incorporation or Organization)                    Identification Number)

                              133 North 4th Street
                            Lafayette, Indiana 47902
                    (Address of Principal Executive Offices)

          LAFAYETTE BANCORPORATION 1998 NONQUALIFIED STOCK OPTION PLAN
   LAFAYETTE BANCORPORATION NON-QUALIFIED STOCK OPTION PLAN (ADOPTED IN 1995)
                            (Full Title of the Plans)

                                                          Copy to:
         Robert J. Weeder                              John R. Zerkle
President and Chief Executive Officer           Leagre Chandler & Millard LLP
         133 North 4th Street         135 North Pennsylvania Street, Suite 1400
     Lafayette, Indiana 47902                    Indianapolis, Indiana 46204
         (765) 423-7100                             (317) 808-3000
(Name, address and telephone number,
including area code, of Agent for Service)
                            ----------------------------

                        CALCULATION OF REGISTRATION FEE*
<TABLE>
<CAPTION>

=======================================-----------------------------------------------------------------------===================
                                                                 Proposed Maximum        Proposed Maximum         Amount of
 Title of Securities to be Registered       Amount to be        Offering Price Per      Aggregate Offering     Registration Fee
                                           Registered (1)              Share                   Price
--------------------------------------------------------------------------------------------------------------===================
<S>                                        <C>                       <C>                  <C>                      <C>
Common Stock, no par value, subject        143,435                   $21.96 (2)           $3,149,833(2)           $875.66
to outstanding options or issued upon
the exercise of options
--------------------------------------------------------------------------------------------------------------===================
 Common Stock, no par value, reserved       44,906                  $39.00 (3)            $1,751,334 (3)           $486.88
for future grant of options
=================================================================================================================================
</TABLE>

*Numbers of shares and offering price  information have been adjusted to reflect
  stock  dividends  previously paid but do not reflect the  three-for-two  stock
  split to be paid on November 1, 1999, to holders of record as of September 30,
  1999.

(1)       The  shares to be  registered  consist of  133,465  shares  covered by
          options   that   have  been   granted   pursuant   to  the   Lafayette
          Bancorporation  1998 Nonqualified  Stock Option Plan (the "1998 Plan")
          and the  Lafayette  Bancorporation  Non-Qualified  Stock  Option  Plan
          adopted in 1995 (the "1995  Plan"),  9,970  shares  previously  issued
          under the 1998 Plan and 1995 Plan upon the  exercise of  options,  and
          44,906  shares  remaining  available for issuance upon the exercise of
          options  that may be granted  pursuant to the 1998 Plan and 1995 Plan.
          This Registration Statement also covers any additional shares that may
          hereafter become issuable as a result of the adjustment  provisions of
          the 1998 Plan and 1995 Plan.

(2)      Calculated  pursuant to Rule 457(h) for the purpose of calculating  the
         registration  fee,  based on the  average  price  at which  outstanding
         options may be or have been exercised pursuant to the 1998 Plan and the
         1995 Plan.
(3)      Estimated  solely for  purposes of  determining  the  registration  fee
         pursuant  to Rule  457(c) and (h),  based on the average of the bid and
         asked prices for the Registrant's  Common Stock on October 26, 1999, as
         quoted on the NASD Over-The-Counter Bulletin Board.

<PAGE>2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Information  required by Part I, Item 1 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, and the introductory Note
to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Upon written or oral  request,  any of the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in the Section 10(a) prospectus),  other documents
required  to be  delivered  to  eligible  employees  pursuant  to Rule 428(b) or
additional information about the Lafayette Bancorporation plans that are covered
by this  Registration  Statement  are  available  without  charge by  contacting
Michelle D. Turnpaugh, Secretary, at (765) 423-7100.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents of Lafayette  Bancorporation (the "Registrant")
filed with the Securities and Exchange  Commission (the "Commission") are hereby
incorporated by reference in this Registration Statement:

         (a)(1)  Annual  Report on Form 10-K of the  Registrant  filed  with the
Commission  pursuant to the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act"), for the Registrant's fiscal year ended December 31, 1998.

         (b)(1)  Quarterly Report on Form 10-Q for the Registrant filed with the
Commission  pursuant to the Exchange Act, for the  Registrant's  fiscal  quarter
ended March 31, 1999.

         (b)(2)  Quarterly Report on Form 10-Q for the Registrant filed with the
Commission  pursuant to the Exchange Act, for the  Registrant's  fiscal  quarter
ended June 30, 1999.

         (c)(1) The description of the Common Stock of the Registrant  contained
under Item 11, "Description of Registrant's Securities to Be Registered," in the
Registrant's  Registration  Statement  on Form 10 filed with the  Commission  on
April 30, 1997.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this Registration Statement 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 herein 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  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein or in any other  subsequently  filed  document  which  also is
incorporated  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
Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

<PAGE>3

Item 6.  Indemnification of Directors and Officers.

         Under the Indiana Business  Corporation Law ("IBCL") and Section 9.3 of
the Registrant's  Amended Articles of  Incorporation,  directors and officers of
the  Registrant  or any of its  subsidiaries  are  entitled  to  indemnification
against  reasonable  expenses  incurred  in the defense of any civil or criminal
claim,  action,  suit or proceeding  to which they are parties  because they are
directors or officers of the Registrant and in which they are wholly successful.
Section  9.3  of  the  Amended   Articles   also   provides   for  the  optional
indemnification  of  directors  and  officers,  even  if  they  are  not  wholly
successful and even if they are adjudged liable or guilty,  if (1) they acted in
good  faith;  (2) in the case of conduct  in their  official  capacity  with the
Registrant and its  subsidiaries,  they reasonably  believed their conduct to be
the best  interests of the Registrant  and its  subsidiaries,  and, in all other
cases,  they reasonably  believed that their conduct was at least not opposed to
the best interests of the Registrant and its subsidiaries;  and (3) with respect
to any criminal  action,  they had reasonable cause to believe their conduct was
lawful or had no reasonable cause to believe their conduct unlawful. Section 9.3
requires that the  determination  of whether  directors or officers have met the
standard  of  conduct  so as to  permit  optional  indemnification  be  made  by
disinterested directors,  special legal counsel or a majority vote of the shares
of the  Registrant's  voting  stock  held  by  disinterested  shareholders.  The
Registrant  also may indemnify  and advance  expenses to employees and agents to
the extent that such indemnification is consistent with public policy and as may
be provided in its Articles,  Bylaws,  by action of the Board of Directors or by
contract.

         Under the IBCL, a director of the Registrant  cannot be held liable for
actions that do not constitute wilful misconduct or recklessness. In addition, a
director of the Registrant against whom a shareholders' derivative suit has been
filed  cannot be held liable if a committee  of  disinterested  directors of the
Registrant,  after  a good  faith  investigation,  determines  either  that  the
shareholder  has no right or remedy or that pursuit of that right or remedy will
not serve the best interests of the Registrant.

         At present, there are no claims,  actions, suits or proceedings pending
where indemnification would be required under the above, and the Registrant does
not know of any  threatened  claims,  actions,  suits or  proceedings  which may
result in a request for such indemnification.

         In addition,  officers and directors of the  Registrant are entitled to
indemnification  under an insurance  policy of the Registrant  for  expenditures
incurred by them in connection with certain acts in their capacities as such and
providing  reimbursement to the Registrant for expenditures in indemnifying such
directors  and officers for such acts.  The maximum  aggregate  coverage for the
Registrant and insured  individuals  is $10,000,000  for claims made during each
policy  year,  with  the  policies  subject  to  self-retention  and  deductible
provisions.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following exhibits are filed herewith:

Exhibit No.       Description

3.1  Amended  Articles of Incorporation  of Registrant  (incorporated  herein by
     reference to Exhibit 3.1 to the Registrant's Registration Statement on Form
     10 filed on April 30, 1997 (the "Form 10").

3.2  Amended  and  Restated  By-laws  of  Registrant   (incorporated  herein  by
     reference to Exhibit 3.2 to the Form 10).

<PAGE>4

5    Opinion of Leagre Chandler & Millard LLP,  regarding legality of securities
     being offered, including consent.

23   Consent of Crowe Chizek and Company LLP.

24   Power of Attorney (included on page II-7).


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  this  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 this
                    registration statement.

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

               Provided,  however,  that  paragraphs  (1)(i) and  (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 the 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 therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

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

         (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,  where  applicable,  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 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.

<PAGE>5

         (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  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the opinion of counsel the matter has been settled by controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.


                                   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 Lafayette, Indiana, on this 13th day of September, 1999.

                                       LAFAYETTE BANCORPORATION


                                       By: /s/Robert J. Weeder
                                           Robert J. Weeder
                                           President and Chief Executive Officer


                        POWER OF ATTORNEY AND SIGNATURES

         Each person whose  signature  appears  below  constitutes  and appoints
Robert J.  Weeder and Marvin S.  Veatch,  and each of them,  his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all documents in
connection  therewith,  with the  Securities and Exchange  Commission  under the
Securities Act of 1933.

<PAGE>6

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


                  Date                         Signature and Title


Date:        September 13, 1999           /s/Robert J. Weeder
                                         ---------------------------------
                                         Robert J. Weeder, President (Principal
                                         Executive Officer) and Director


Date:        September 13, 1999          /s/Richard A. Boehning
                                         Richard A. Boehning, Director


Date:        September 13, 1999          /s/Joseph A. Bonner
                                         Joseph A. Bonner, Director


Date:        September 13, 1999          /s/Wilbur L. Hancock
                                         Wilbur L. Hancock, Director


Date:        September 13, 1999          /s/Roy D. Meeks
                                         Roy D. Meeks, Director


Date:        September 13, 1999          /s/Marvin S. Veatch
                                         Marvin S. Veatch, Controller
                                         (Principal Accounting Officer and
                                         Principal Financial Officer)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR LAFAYETTE BANCORPORATION", "secsgml_size_bytes": 19475}]
{"company-data": {"conformed-name": "LAFAYETTE BANCORPORATION", "cik": "0001035373", "assigned-sic": "6022", "irs-number": "351605492", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89851", "film-number": "99736210"}, "business-address": {"street1": "133 NORTH 4TH ST", "city": "LAFAYETTE", "state": "IN", "zip": "47902", "phone": "3174237100"}, "mail-address": {"street1": "LAFAYETTE BANCORPORATION", "street2": "133 NORHT 4TH ST", "city": "LAFAYETTE", "state": "IN", "zip": "47902"}}
As filed  with the  Securities  and  Exchange  Commission  on October  28,  1999
Registration Statement No. 333-__________
=====================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
=====================================================================
                            LAFAYETTE BANCORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

              Indiana                                      35-1605492
(State or Other Jurisdiction                           (I.R.S. Employer
of Incorporation or Organization)                    Identification Number)

                              133 North 4th Street
                            Lafayette, Indiana 47902
                    (Address of Principal Executive Offices)

          LAFAYETTE BANCORPORATION 1998 NONQUALIFIED STOCK OPTION PLAN
   LAFAYETTE BANCORPORATION NON-QUALIFIED STOCK OPTION PLAN (ADOPTED IN 1995)
                            (Full Title of the Plans)

                                                          Copy to:
         Robert J. Weeder                              John R. Zerkle
President and Chief Executive Officer           Leagre Chandler & Millard LLP
         133 North 4th Street         135 North Pennsylvania Street, Suite 1400
     Lafayette, Indiana 47902                    Indianapolis, Indiana 46204
         (765) 423-7100                             (317) 808-3000
(Name, address and telephone number,
including area code, of Agent for Service)
                            ----------------------------

                        CALCULATION OF REGISTRATION FEE*
=======================================-----------------------------------------------------------------------===================
                                                                 Proposed Maximum        Proposed Maximum         Amount of
 Title of Securities to be Registered       Amount to be        Offering Price Per      Aggregate Offering     Registration Fee
                                           Registered (1)              Share                   Price
--------------------------------------------------------------------------------------------------------------===================
Common Stock, no par value, subject        143,435                   $21.96 (2)           $3,149,833(2)           $875.66
to outstanding options or issued upon
the exercise of options
--------------------------------------------------------------------------------------------------------------===================
 Common Stock, no par value, reserved       44,906                  $39.00 (3)            $1,751,334 (3)           $486.88
for future grant of options
=================================================================================================================================
*Numbers of shares and offering price  information have been adjusted to reflect
  stock  dividends  previously paid but do not reflect the  three-for-two  stock
  split to be paid on November 1, 1999, to holders of record as of September 30,
  1999.

(1)       The  shares to be  registered  consist of  133,465  shares  covered by
          options   that   have  been   granted   pursuant   to  the   Lafayette
          Bancorporation  1998 Nonqualified  Stock Option Plan (the "1998 Plan")
          and the  Lafayette  Bancorporation  Non-Qualified  Stock  Option  Plan
          adopted in 1995 (the "1995  Plan"),  9,970  shares  previously  issued
          under the 1998 Plan and 1995 Plan upon the  exercise of  options,  and
          44,906  shares  remaining  available for issuance upon the exercise of
          options  that may be granted  pursuant to the 1998 Plan and 1995 Plan.
          This Registration Statement also covers any additional shares that may
          hereafter become issuable as a result of the adjustment  provisions of
          the 1998 Plan and 1995 Plan.

(2)      Calculated  pursuant to Rule 457(h) for the purpose of calculating  the
         registration  fee,  based on the  average  price  at which  outstanding
         options may be or have been exercised pursuant to the 1998 Plan and the
         1995 Plan.
(3)      Estimated  solely for  purposes of  determining  the  registration  fee
         pursuant  to Rule  457(c) and (h),  based on the average of the bid and
         asked prices for the Registrant's  Common Stock on October 26, 1999, as
         quoted on the NASD Over-The-Counter Bulletin Board.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Information  required by Part I, Item 1 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, and the introductory Note
to Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Upon written or oral  request,  any of the  documents  incorporated  by
reference in Item 3 of Part II of this  Registration  Statement (which documents
are incorporated by reference in the Section 10(a) prospectus),  other documents
required  to be  delivered  to  eligible  employees  pursuant  to Rule 428(b) or
additional information about the Lafayette Bancorporation plans that are covered
by this  Registration  Statement  are  available  without  charge by  contacting
Michelle D. Turnpaugh, Secretary, at (765) 423-7100.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents of Lafayette  Bancorporation (the "Registrant")
filed with the Securities and Exchange  Commission (the "Commission") are hereby
incorporated by reference in this Registration Statement:

         (a)(1)  Annual  Report on Form 10-K of the  Registrant  filed  with the
Commission  pursuant to the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act"), for the Registrant's fiscal year ended December 31, 1998.

         (b)(1)  Quarterly Report on Form 10-Q for the Registrant filed with the
Commission  pursuant to the Exchange Act, for the  Registrant's  fiscal  quarter
ended March 31, 1999.

         (b)(2)  Quarterly Report on Form 10-Q for the Registrant filed with the
Commission  pursuant to the Exchange Act, for the  Registrant's  fiscal  quarter
ended June 30, 1999.

         (c)(1) The description of the Common Stock of the Registrant  contained
under Item 11, "Description of Registrant's Securities to Be Registered," in the
Registrant's  Registration  Statement  on Form 10 filed with the  Commission  on
April 30, 1997.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment to this Registration Statement 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 herein 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  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein or in any other  subsequently  filed  document  which  also is
incorporated  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
Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.
3

Item 6.  Indemnification of Directors and Officers.

         Under the Indiana Business  Corporation Law ("IBCL") and Section 9.3 of
the Registrant's  Amended Articles of  Incorporation,  directors and officers of
the  Registrant  or any of its  subsidiaries  are  entitled  to  indemnification
against  reasonable  expenses  incurred  in the defense of any civil or criminal
claim,  action,  suit or proceeding  to which they are parties  because they are
directors or officers of the Registrant and in which they are wholly successful.
Section  9.3  of  the  Amended   Articles   also   provides   for  the  optional
indemnification  of  directors  and  officers,  even  if  they  are  not  wholly
successful and even if they are adjudged liable or guilty,  if (1) they acted in
good  faith;  (2) in the case of conduct  in their  official  capacity  with the
Registrant and its  subsidiaries,  they reasonably  believed their conduct to be
the best  interests of the Registrant  and its  subsidiaries,  and, in all other
cases,  they reasonably  believed that their conduct was at least not opposed to
the best interests of the Registrant and its subsidiaries;  and (3) with respect
to any criminal  action,  they had reasonable cause to believe their conduct was
lawful or had no reasonable cause to believe their conduct unlawful. Section 9.3
requires that the  determination  of whether  directors or officers have met the
standard  of  conduct  so as to  permit  optional  indemnification  be  made  by
disinterested directors,  special legal counsel or a majority vote of the shares
of the  Registrant's  voting  stock  held  by  disinterested  shareholders.  The
Registrant  also may indemnify  and advance  expenses to employees and agents to
the extent that such indemnification is consistent with public policy and as may
be provided in its Articles,  Bylaws,  by action of the Board of Directors or by
contract.

         Under the IBCL, a director of the Registrant  cannot be held liable for
actions that do not constitute wilful misconduct or recklessness. In addition, a
director of the Registrant against whom a shareholders' derivative suit has been
filed  cannot be held liable if a committee  of  disinterested  directors of the
Registrant,  after  a good  faith  investigation,  determines  either  that  the
shareholder  has no right or remedy or that pursuit of that right or remedy will
not serve the best interests of the Registrant.

         At present, there are no claims,  actions, suits or proceedings pending
where indemnification would be required under the above, and the Registrant does
not know of any  threatened  claims,  actions,  suits or  proceedings  which may
result in a request for such indemnification.

         In addition,  officers and directors of the  Registrant are entitled to
indemnification  under an insurance  policy of the Registrant  for  expenditures
incurred by them in connection with certain acts in their capacities as such and
providing  reimbursement to the Registrant for expenditures in indemnifying such
directors  and officers for such acts.  The maximum  aggregate  coverage for the
Registrant and insured  individuals  is $10,000,000  for claims made during each
policy  year,  with  the  policies  subject  to  self-retention  and  deductible
provisions.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following exhibits are filed herewith:

Exhibit No.       Description

3.1  Amended  Articles of Incorporation  of Registrant  (incorporated  herein by
     reference to Exhibit 3.1 to the Registrant's Registration Statement on Form
     10 filed on April 30, 1997 (the "Form 10").

3.2  Amended  and  Restated  By-laws  of  Registrant   (incorporated  herein  by
     reference to Exhibit 3.2 to the Form 10).
4

5    Opinion of Leagre Chandler & Millard LLP,  regarding legality of securities
     being offered, including consent.

23   Consent of Crowe Chizek and Company LLP.

24   Power of Attorney (included on page II-7).

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  this  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 this
                    registration statement.

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

               Provided,  however,  that  paragraphs  (1)(i) and  (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 the 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 therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

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

         (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,  where  applicable,  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 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.
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         (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  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the opinion of counsel the matter has been settled by controlling  precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                   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 Lafayette, Indiana, on this 13th day of September, 1999.

                                       LAFAYETTE BANCORPORATION

                                       By: /s/Robert J. Weeder
                                           Robert J. Weeder
                                           President and Chief Executive Officer

                        POWER OF ATTORNEY AND SIGNATURES

         Each person whose  signature  appears  below  constitutes  and appoints
Robert J.  Weeder and Marvin S.  Veatch,  and each of them,  his true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all documents in
connection  therewith,  with the  Securities and Exchange  Commission  under the
Securities Act of 1933.
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         Pursuant  to the  requirements  of the  Securities  Act  of  1933  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the dates indicated.

                  Date                         Signature and Title

Date:        September 13, 1999           /s/Robert J. Weeder
                                         ---------------------------------
                                         Robert J. Weeder, President (Principal
                                         Executive Officer) and Director

Date:        September 13, 1999          /s/Richard A. Boehning
                                         Richard A. Boehning, Director

Date:        September 13, 1999          /s/Joseph A. Bonner
                                         Joseph A. Bonner, Director

Date:        September 13, 1999          /s/Wilbur L. Hancock
                                         Wilbur L. Hancock, Director

Date:        September 13, 1999          /s/Roy D. Meeks
                                         Roy D. Meeks, Director

Date:        September 13, 1999          /s/Marvin S. Veatch
                                         Marvin S. Veatch, Controller
                                         (Principal Accounting Officer and
                                         Principal Financial Officer)