As filed with the Securities and Exchange Commission on June 20, 1996
                                    Registration No. 33-         
                                                                 


                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549



                             FORM S-8
                      REGISTRATION STATEMENT
                              Under
                    The Securities Act of 1933




                        MS FINANCIAL, INC.
      (Exact name of registrant as specified in its charter)




          Delaware                               64-0835847
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)             Identification Number)

              715 South Pear Orchard Road, Suite 300
                   Ridgeland, Mississippi 39157
                          (601) 978-6737
             (Address of principal executive offices)

       MS Financial, Inc. Employees' Equity Incentive Plan
   MS Financial, Inc. Non-Employee Directors' Stock Option Plan
         MS Financial, Inc. Employee Stock Purchase Plan
                    (Full title of the plans)


                    
                       E. Peter Healey                                         
        Vice-President, Chief Financial Officer and Secretary
              715 S. Pear Orchard Road, Suite 300                     
                 Ridgeland, Mississippi  39157                           
                       (601) 978-6737     
      (Name, address, including zip code, and telephone number,
             including area code, of agent for service)
                                
                                


                CALCULATION OF REGISTRATION FEE

                                                                 

                                Proposed      Proposed       
                     Amount     Maximum       Maximum         
Title of Securities   to be  Offering Price   Aggregate     Amount of
to be Registered  Registered   Per Share(1) Offering Price  Registration Fee

Common Stock  1,427,776 Shares   $6.75      $9,637,488.00    $3,323.27         
($.001 par value)

         (1) Pursuant to Rule 457(c), the price per share and 
         aggregate offering price are based upon the average of
         the high and low prices of the Company's Common Stock
         on June 18, 1996, as reported on the Nasdaq National
         Market.


<PAGE>
                              PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The documents constituting Part I of this Registration
Statement with respect to the Amended and Restated MS Financial,
Inc. Employees' Equity Incentive Plan, the MS Financial, Inc.
Non-Employee Directors' Stock Option Plan and the MS Financial,
Inc. Employee Stock Purchase Plan will be sent or given to
employees and directors of MS Financial, Inc. (the "Company"), as
specified by Rule 428(b)(1) promulgated under the Securities Act
of 1933, as amended (the "Securities Act").


                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

    The Company hereby states that the following documents filed
with the Securities and Exchange Commission (the "Commission")
are hereby incorporated or deemed to be incorporated in this
Registration Statement by reference as of their date of filing
with the Commission:

    (a)  The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 as filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on April 1, 1996.

         (b)       The Company's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 1996 as filed with the
Commission pursuant to the Exchange Act on May 3, 1996.

    (c)  The description of the Company's Common Stock contained
in the Company's Registration Statement on Form S-1 (No.
33-92856), as filed with the Commission pursuant to the
Securities Act on May 30, 1995, as amended.

    (d)  All other documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment
to this Registration Statement indicating that all securities
offered under the Registration Statement have been sold, or
deregistering all securities then remaining unsold, are also
incorporated herein by reference and shall be a part hereof from
the date of the filing of such documents.

    Any statement contained in a document incorporated by, 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 or is deemed
to be incorporated by reference herein 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.

    The validity of the issuance of the shares of Common Stock
offered by this Prospectus will be passed upon for the Company by
Davis, Graham & Stubbs LLP.

Item 6.  Indemnification of Directors and Officers.

    The Company's Second Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") and Bylaws
provide that the Company shall indemnify all directors and
officers of the Company to the full extent permitted by the
General Corporation Law of the State of Delaware, as amended from
time to time (the "DGCL").  Section 145 of the DGCL provides in
part that a corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or
proceeding (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests
of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct
was unlawful.  Similar indemnity is authorized for such persons
against expenses (including attorneys' fees) actually and
reasonably incurred in defense or settlement of any threatened,
pending or completed action or suit by or in the right of the
corporation, if such person acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that (unless a
court of competent jurisdiction otherwise provides) such person
shall not have been adjudged liable to the corporation.  Any such
indemnification may be made only as authorized in each specific
case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the indemnitee
has met the applicable standard of conduct.  Where an officer or
a director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must
indemnify him against the expenses which such officer or director
actually or reasonably incurred.

    Additionally, the Certificate of Incorporation and Bylaws
provide for mandatory indemnification of directors to the fullest
extent permitted by the DGCL.  This provision does not eliminate
the liability of a director (i) for a breach of the director's
duty of loyalty to the Company or its stockholders; (ii) for acts
or omissions by the director not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) for
liability arising under Section 174 of the DGCL (relating to the
declaration of dividends and purchase or redemption of shares in
violation of the DGCL); or (iv) for any transaction from which
the director derived an improper personal benefit.

    Each director of the Company has also entered into an
indemnification agreement with the Company (the "Indemnification
Agreements").  The Indemnification Agreements are intended to
permit indemnification which may be broader than specifically
provided by law.  It is possible that the applicable laws could
change the degree to which indemnification is expressly
permitted.

    The Indemnification Agreements cover most monetary
liabilities paid in settlement of claims if such settlement is
approved in advance by the Company, which approval shall not be
unreasonably withheld.  The agreements cover claims relating to
the fact that the indemnified party is or was an agent ("Agent")
of the Company or its subsidiary, or is or was serving at the
request of the Company as an Agent of another entity. 
Indemnification would not, however, be available under the
Indemnification Agreements if a disinterested person appointed by
the Company's Board of Directors determines that such
indemnification is not permitted under applicable law and such
determination is not successfully challenged before a court.  The
Indemnification Agreements also obligate the Company to promptly
advance all expenses incurred in connection with any claim.  The
indemnitee is, in turn, obligated to reimburse the Company for
all amounts so advanced if it is later determined that the
indemnitee is not entitled to indemnification.

    The Company is not obligated to indemnify the indemnitee
with respect to (a) acts, omissions or transactions from which
the indemnitee may not be relieved of liability under applicable
law, (b) claims initiated or brought voluntarily by the
indemnitee which are not defensive, except in certain situations,
(c) proceedings instituted by the indemnitee to enforce the
Indemnification Agreements which are not made in good faith or
are frivolous, or (d) violations of Section 16(b) of the Exchange
Act or any similar successor statute.

    The indemnification provided under the Indemnification
Agreements is not exclusive of any other indemnity rights;
however, double payment to the indemnitee is prohibited.  While
not requiring the maintenance of directors' and officers'
liability insurance, as long as the Company maintains a
directors' and officers' insurance policy, the Indemnification
Agreements require that the indemnitee be provided with the
maximum respective coverage afforded to the Company's directors,
officers, key employees, agents, or fiduciaries if the indemnitee
is a director, officer, key employee, agent, or fiduciary.

    There is no pending litigation or proceeding involving a
director, officer, employee or other agent of the Company as to
which indemnification is being sought.  The Company is not aware
of any other threatened litigation that may result in claims for
indemnification by any director, officer, employee or other
agent.  The Company maintains directors and officers liability
insurance.

    The foregoing description of certain provisions of the
Company's Certificate of Incorporation and Bylaws is qualified in
its entirety by the Company's Certificate of Incorporation and
Bylaws filed as exhibits to the Company's Registration Statement
on Form S-1 (No. 33-92856), as amended.

Item 7.  Exemption from Registration Claimed.

    Not applicable.

Item 8.  Exhibits.

              4.1  Second Amended and Restated Certificate of
                   Incorporation of the Company.(1)

              4.2  Bylaws of the Company.(1)

              4.3  MS Financial, Inc. Employee Equity Incentive Plan.(1)

              4.4  MS Financial, Inc. Nonemployee Directors' Stock Option
                   Plan.(1)

              4.5  MS Financial, Inc. Employee Stock Purchase Plan.(1)

              5.1  Opinion of Davis, Graham & Stubbs LLP, as to the
                   legality of the issuance of the shares of Common Stock.

             10.1  Non-Qualified Stock Option Agreement with Harold A.
                   Hogue dated January 3, 1994.(1)

             10.2  Stock Option Agreement with Philip J. Hubbuch, Jr.
                   dated January 3, 1994.(1)
              
             10.3  Stock Option Agreement with E. Peter Healey dated 
                   February 15, 1994.(1)

             10.4  Stock Option Agreement with Vann R. Martin dated
                   January 3, 1994.(1)

             23.1  Consent of Davis, Graham & Stubbs LLP (incorporated
                   in Exhibit 5.1 hereto).

             23.2  Consent of KPMG Peat Marwick LLP

             24.1  Power of Attorney (incorporated in the signature page
                   of this Registration Statement).

__________________________

(1)    Incorporated by reference to the Company's Registration
       Statement on Form S-1 (File No. 33-92856), filed with the
       Commission May 30, 1995, as amended.

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 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; (2) that, for the purpose of determining
any liability under the Securities Act, 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; and (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,
each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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 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 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 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 Securities Act and will be governed by the final adjudication
of such issue.

<PAGE>
                            SIGNATURES

         Pursuant to the requirements of the Securities Act of
1933, as amended, the Company 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 Ridgeland, State of
Mississippi, on June 20, 1996.

                               MS FINANCIAL, INC.


                               By: /s/ Philip J. Hubbuch, Jr.    
                               Philip J. Hubbuch, Jr.
                               Vice Chairman and Chief
                               Executive Officer



                        POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints jointly and
severally, Philip J. Hubbuch, Jr., Vann R. Martin and E.
Peter Healey or any of them, with full power to act alone, his
true and lawful attorneys-in-fact, 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 the
Registration Statement, and file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or any
of them 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 below by the
following persons in the capacities and on the dates indicated.




        Signatures                Title                   Date



/s/ Philip J. Hubbuch, Jr.Vice Chairman and Chief   June 20, 1996
Philip J. Hubbuch, Jr.    Executive Officer
                          (Principal Executive Officer)


/s/ E. Peter Healey    Chief Financial Officer      June 20, 1996
E. Peter Healey        (Principal Financial Officer)



/s/ R. Dale Miller     Controller (Principal        June 20, 1996
R. Dale Miller         Accounting Officer)


        Signatures          Title                        Date



/s/ James B. Stuart, Jr. Chairman of the Board      June 20, 1996
James B. Stuart, Jr.



/s/ Reed Bramlett      Director                    June 20,  1996
Reed Bramlett



/s/ Philip A. Canfield  Director                    June 20, 1996
Philip A. Canfield



/s/ Carl Herrin        Director                     June 20, 1996
Carl Herrin



/s/ Harold A. Hogue    Director                     June 20, 1996
Harold A. Hogue



/s/ Bruce Miller       Director                     June 20, 1996
Bruce Miller



/s/ Robert Plummer     Director                     June 20, 1996
Robert Plummer



/s/ Carl D. Thoma      Director                     June 20, 1996
Carl D. Thoma




<PAGE>
                          EXHIBIT INDEX

Exhibit                                               Sequential
  No.    Description                                  Page No.  


         4.1       Second Amended and Restated Certificate of
                   Incorporation of the Company.(1)

         4.2       Bylaws of the Company.(1)

         4.3       MS Financial, Inc. Employee Equity Incentive Plan.(1)

         4.4       MS Financial, Inc. Nonemployee Directors' Stock
                   Option Plan.(1)

         4.5       MS Financial, Inc. Employee Stock Purchase Plan.(1)

         5.1       Opinion of Davis, Graham & Stubbs LLP, as to the 
                   legality of issuance of the Shares.

        10.1       Non-Qualified Stock Option Agreement with Harold A. Hogue
                   dated January 3, 1994.(1)

        10.2       Stock Option Agreement with Philip J. Hubbuch, Jr.
                   dated January 3, 1994.(1)

        10.3       Stock Option Agreement with E. Peter Healey dated 
                   February 15, 1994.(1)

        10.4       Stock Option Agreement with Vann R. Martin dated
                   January 3, 1994.(1)

        23.1       Consent of Davis, Graham & Stubbs LLP
                   (incorporated in Exhibit 5.1 hereto).

        23.2       Consent of KPMG Peat Marwick LLP


__________________________

(1)      Incorporated by reference to the Company's Registration
         Statement on Form S-1 (File No. 33-92856), filed with the
         Commission May 30, 1995, as amended.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20709}]
{"company-data": {"conformed-name": "MS FINANCIAL INC", "cik": "0000946014", "assigned-sic": "6141", "irs-number": "640835847", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06373", "film-number": "96583419"}, "business-address": {"street1": "715 S PEAR ORCHARD RD", "street2": "STE 300", "city": "RIEGELAND", "state": "MS", "zip": "39157", "phone": "6019786737"}}
As filed with the Securities and Exchange Commission on June 20, 1996
                                    Registration No. 33-         
                                                                 

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                             FORM S-8
                      REGISTRATION STATEMENT
                              Under
                    The Securities Act of 1933

                        MS FINANCIAL, INC.
      (Exact name of registrant as specified in its charter)

          Delaware                               64-0835847
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)             Identification Number)

              715 South Pear Orchard Road, Suite 300
                   Ridgeland, Mississippi 39157
                          (601) 978-6737
             (Address of principal executive offices)

       MS Financial, Inc. Employees' Equity Incentive Plan
   MS Financial, Inc. Non-Employee Directors' Stock Option Plan
         MS Financial, Inc. Employee Stock Purchase Plan
                    (Full title of the plans)

                    
                       E. Peter Healey                                         
        Vice-President, Chief Financial Officer and Secretary
              715 S. Pear Orchard Road, Suite 300                     
                 Ridgeland, Mississippi  39157                           
                       (601) 978-6737     
      (Name, address, including zip code, and telephone number,
             including area code, of agent for service)
                                
                                

                CALCULATION OF REGISTRATION FEE

                                                                 

                                Proposed      Proposed       
                     Amount     Maximum       Maximum         
Title of Securities   to be  Offering Price   Aggregate     Amount of
to be Registered  Registered   Per Share(1) Offering Price  Registration Fee

Common Stock  1,427,776 Shares   $6.75      $9,637,488.00    $3,323.27         
($.001 par value)

         (1) Pursuant to Rule 457(c), the price per share and 
         aggregate offering price are based upon the average of
         the high and low prices of the Company's Common Stock
         on June 18, 1996, as reported on the Nasdaq National
         Market.
PART I

       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

    The documents constituting Part I of this Registration
Statement with respect to the Amended and Restated MS Financial,
Inc. Employees' Equity Incentive Plan, the MS Financial, Inc.
Non-Employee Directors' Stock Option Plan and the MS Financial,
Inc. Employee Stock Purchase Plan will be sent or given to
employees and directors of MS Financial, Inc. (the "Company"), as
specified by Rule 428(b)(1) promulgated under the Securities Act
of 1933, as amended (the "Securities Act").

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

    The Company hereby states that the following documents filed
with the Securities and Exchange Commission (the "Commission")
are hereby incorporated or deemed to be incorporated in this
Registration Statement by reference as of their date of filing
with the Commission:

    (a)  The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995 as filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on April 1, 1996.

         (b)       The Company's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 1996 as filed with the
Commission pursuant to the Exchange Act on May 3, 1996.

    (c)  The description of the Company's Common Stock contained
in the Company's Registration Statement on Form S-1 (No.
33-92856), as filed with the Commission pursuant to the
Securities Act on May 30, 1995, as amended.

    (d)  All other documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment
to this Registration Statement indicating that all securities
offered under the Registration Statement have been sold, or
deregistering all securities then remaining unsold, are also
incorporated herein by reference and shall be a part hereof from
the date of the filing of such documents.

    Any statement contained in a document incorporated by, 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 or is deemed
to be incorporated by reference herein 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.

    The validity of the issuance of the shares of Common Stock
offered by this Prospectus will be passed upon for the Company by
Davis, Graham & Stubbs LLP.

Item 6.  Indemnification of Directors and Officers.

    The Company's Second Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") and Bylaws
provide that the Company shall indemnify all directors and
officers of the Company to the full extent permitted by the
General Corporation Law of the State of Delaware, as amended from
time to time (the "DGCL").  Section 145 of the DGCL provides in
part that a corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or
proceeding (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests
of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct
was unlawful.  Similar indemnity is authorized for such persons
against expenses (including attorneys' fees) actually and
reasonably incurred in defense or settlement of any threatened,
pending or completed action or suit by or in the right of the
corporation, if such person acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that (unless a
court of competent jurisdiction otherwise provides) such person
shall not have been adjudged liable to the corporation.  Any such
indemnification may be made only as authorized in each specific
case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the indemnitee
has met the applicable standard of conduct.  Where an officer or
a director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must
indemnify him against the expenses which such officer or director
actually or reasonably incurred.

    Additionally, the Certificate of Incorporation and Bylaws
provide for mandatory indemnification of directors to the fullest
extent permitted by the DGCL.  This provision does not eliminate
the liability of a director (i) for a breach of the director's
duty of loyalty to the Company or its stockholders; (ii) for acts
or omissions by the director not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) for
liability arising under Section 174 of the DGCL (relating to the
declaration of dividends and purchase or redemption of shares in
violation of the DGCL); or (iv) for any transaction from which
the director derived an improper personal benefit.

    Each director of the Company has also entered into an
indemnification agreement with the Company (the "Indemnification
Agreements").  The Indemnification Agreements are intended to
permit indemnification which may be broader than specifically
provided by law.  It is possible that the applicable laws could
change the degree to which indemnification is expressly
permitted.

    The Indemnification Agreements cover most monetary
liabilities paid in settlement of claims if such settlement is
approved in advance by the Company, which approval shall not be
unreasonably withheld.  The agreements cover claims relating to
the fact that the indemnified party is or was an agent ("Agent")
of the Company or its subsidiary, or is or was serving at the
request of the Company as an Agent of another entity. 
Indemnification would not, however, be available under the
Indemnification Agreements if a disinterested person appointed by
the Company's Board of Directors determines that such
indemnification is not permitted under applicable law and such
determination is not successfully challenged before a court.  The
Indemnification Agreements also obligate the Company to promptly
advance all expenses incurred in connection with any claim.  The
indemnitee is, in turn, obligated to reimburse the Company for
all amounts so advanced if it is later determined that the
indemnitee is not entitled to indemnification.

    The Company is not obligated to indemnify the indemnitee
with respect to (a) acts, omissions or transactions from which
the indemnitee may not be relieved of liability under applicable
law, (b) claims initiated or brought voluntarily by the
indemnitee which are not defensive, except in certain situations,
(c) proceedings instituted by the indemnitee to enforce the
Indemnification Agreements which are not made in good faith or
are frivolous, or (d) violations of Section 16(b) of the Exchange
Act or any similar successor statute.

    The indemnification provided under the Indemnification
Agreements is not exclusive of any other indemnity rights;
however, double payment to the indemnitee is prohibited.  While
not requiring the maintenance of directors' and officers'
liability insurance, as long as the Company maintains a
directors' and officers' insurance policy, the Indemnification
Agreements require that the indemnitee be provided with the
maximum respective coverage afforded to the Company's directors,
officers, key employees, agents, or fiduciaries if the indemnitee
is a director, officer, key employee, agent, or fiduciary.

    There is no pending litigation or proceeding involving a
director, officer, employee or other agent of the Company as to
which indemnification is being sought.  The Company is not aware
of any other threatened litigation that may result in claims for
indemnification by any director, officer, employee or other
agent.  The Company maintains directors and officers liability
insurance.

    The foregoing description of certain provisions of the
Company's Certificate of Incorporation and Bylaws is qualified in
its entirety by the Company's Certificate of Incorporation and
Bylaws filed as exhibits to the Company's Registration Statement
on Form S-1 (No. 33-92856), as amended.

Item 7.  Exemption from Registration Claimed.

    Not applicable.

Item 8.  Exhibits.

              4.1  Second Amended and Restated Certificate of
                   Incorporation of the Company.(1)

              4.2  Bylaws of the Company.(1)

              4.3  MS Financial, Inc. Employee Equity Incentive Plan.(1)

              4.4  MS Financial, Inc. Nonemployee Directors' Stock Option
                   Plan.(1)

              4.5  MS Financial, Inc. Employee Stock Purchase Plan.(1)

              5.1  Opinion of Davis, Graham & Stubbs LLP, as to the
                   legality of the issuance of the shares of Common Stock.

             10.1  Non-Qualified Stock Option Agreement with Harold A.
                   Hogue dated January 3, 1994.(1)

             10.2  Stock Option Agreement with Philip J. Hubbuch, Jr.
                   dated January 3, 1994.(1)
              
             10.3  Stock Option Agreement with E. Peter Healey dated 
                   February 15, 1994.(1)

             10.4  Stock Option Agreement with Vann R. Martin dated
                   January 3, 1994.(1)

             23.1  Consent of Davis, Graham & Stubbs LLP (incorporated
                   in Exhibit 5.1 hereto).

             23.2  Consent of KPMG Peat Marwick LLP

             24.1  Power of Attorney (incorporated in the signature page
                   of this Registration Statement).

__________________________

(1)    Incorporated by reference to the Company's Registration
       Statement on Form S-1 (File No. 33-92856), filed with the
       Commission May 30, 1995, as amended.

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 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; (2) that, for the purpose of determining
any liability under the Securities Act, 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; and (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,
each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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 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 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 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 Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of
1933, as amended, the Company 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 Ridgeland, State of
Mississippi, on June 20, 1996.

                               MS FINANCIAL, INC.

                               By: /s/ Philip J. Hubbuch, Jr.    
                               Philip J. Hubbuch, Jr.
                               Vice Chairman and Chief
                               Executive Officer

                        POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints jointly and
severally, Philip J. Hubbuch, Jr., Vann R. Martin and E.
Peter Healey or any of them, with full power to act alone, his
true and lawful attorneys-in-fact, 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 the
Registration Statement, and file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact or any
of them 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 below by the
following persons in the capacities and on the dates indicated.

        Signatures                Title                   Date

/s/ Philip J. Hubbuch, Jr.Vice Chairman and Chief   June 20, 1996
Philip J. Hubbuch, Jr.    Executive Officer
                          (Principal Executive Officer)

/s/ E. Peter Healey    Chief Financial Officer      June 20, 1996
E. Peter Healey        (Principal Financial Officer)

/s/ R. Dale Miller     Controller (Principal        June 20, 1996
R. Dale Miller         Accounting Officer)

        Signatures          Title                        Date

/s/ James B. Stuart, Jr. Chairman of the Board      June 20, 1996
James B. Stuart, Jr.

/s/ Reed Bramlett      Director                    June 20,  1996
Reed Bramlett

/s/ Philip A. Canfield  Director                    June 20, 1996
Philip A. Canfield

/s/ Carl Herrin        Director                     June 20, 1996
Carl Herrin

/s/ Harold A. Hogue    Director                     June 20, 1996
Harold A. Hogue

/s/ Bruce Miller       Director                     June 20, 1996
Bruce Miller

/s/ Robert Plummer     Director                     June 20, 1996
Robert Plummer

/s/ Carl D. Thoma      Director                     June 20, 1996
Carl D. Thoma
EXHIBIT INDEX

Exhibit                                               Sequential
  No.    Description                                  Page No.  

         4.1       Second Amended and Restated Certificate of
                   Incorporation of the Company.(1)

         4.2       Bylaws of the Company.(1)

         4.3       MS Financial, Inc. Employee Equity Incentive Plan.(1)

         4.4       MS Financial, Inc. Nonemployee Directors' Stock
                   Option Plan.(1)

         4.5       MS Financial, Inc. Employee Stock Purchase Plan.(1)

         5.1       Opinion of Davis, Graham & Stubbs LLP, as to the 
                   legality of issuance of the Shares.

        10.1       Non-Qualified Stock Option Agreement with Harold A. Hogue
                   dated January 3, 1994.(1)

        10.2       Stock Option Agreement with Philip J. Hubbuch, Jr.
                   dated January 3, 1994.(1)

        10.3       Stock Option Agreement with E. Peter Healey dated 
                   February 15, 1994.(1)

        10.4       Stock Option Agreement with Vann R. Martin dated
                   January 3, 1994.(1)

        23.1       Consent of Davis, Graham & Stubbs LLP
                   (incorporated in Exhibit 5.1 hereto).

        23.2       Consent of KPMG Peat Marwick LLP

__________________________

(1)      Incorporated by reference to the Company's Registration
         Statement on Form S-1 (File No. 33-92856), filed with the
         Commission May 30, 1995, as amended.