As filed with the Securities and Exchange Commission
                                       on January 28, 1998
                           Registration No. 333-_______________
<TABLE>
______________________________________________________________________________________________________________
______________________________________________________________________________________________________________

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

                                    MID-AMERICA BANCORP
                  (Exact name of registrant as specified in its charter)
<S>                                                                      <C>              
KENTUCKY                                                                           61-1012933
(State or other jurisdiction                                                 (I.R.S. Employer
of incorporation or organization)                                         Identification No.)

                                     500 WEST BROADWAY
                                LOUISVILLE, KENTUCKY  40202

                         (Address of Principal Executive Offices)

                  1995 INCENTIVE STOCK OPTION PLAN OF MID-AMERICA BANCORP
      EMPLOYMENT AGREEMENTS BETWEEN THE REGISTRANT AND GAIL POHN AND ROBERT H. SACHS

                                 (Full title of the plans)
</TABLE>

<TABLE>
<CAPTION>
<S>                                                   <C>                      Copy to:
ROBERT H. SACHS, EXECUTIVE VICE PRESIDENT             CYNTHIA W. YOUNG, ESQ.
MID-AMERICA BANCORP                                   WYATT, TARRANT & COMBS
500 WEST BROADWAY                                     2800 CITIZENS PLAZA
LOUISVILLE, KENTUCKY  40202                           LOUISVILLE, KENTUCKY 40202

                          (Name and address of agent for service)

                                      (502) 589-3351
               (Telephone number, including area code, of agent for service)


<CAPTION>
                              CALCULATION OF REGISTRATION FEE
<S>                  <C>                    <C>                     <C>                   <C>
Title of              Amount                 Proposed maximum        Proposed maximum      Amount of
securities            to be                  offering price          aggregate offering    registration
to be registered      registered             per share<F1>           price<F1>             fee
<S>                   <C>                    <C>                     <C>                   <C>
COMMON STOCK,         1,023,182<F2>
NO PAR VALUE          SHARES                 $32.3125                $33,061,568           $9,753.17
</TABLE>

<F1> Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c) based  on  the average of the average of the high and low prices
of the Common Stock as of January  26,  1998 on the American Stock Exchange, as
reported in the consolidated reporting system.

<F2> The  Registrant  also  registers  hereby   such  indeterminate  number  of
additional  shares as may be required to cover antidilutive  adjustments  under
the 1995 Incentive  Stock  Option Plan and the options granted to two executive
officers.

<PAGE>

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     A.    The Registrant's  Annual  Report  on  Form  10-K for the fiscal year
           ended December 31, 1996;

     B.    The   information   appearing  under  the  headings   "ELECTION   OF
           DIRECTORS",  "COMPLIANCE   WITH  SECTION  16(a)  OF  THE  SECURITIES
           EXCHANGE   ACT  OF  1934",  "EXECUTIVE   COMPENSATION",   "PRINCIPAL
           SHAREHOLDERS"  and  "ELECTION  OF DIRECTORS", "CERTAIN TRANSACTIONS"
           and "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION" in
           the Registrant's Proxy Statement dated March 17, 1997 for its Annual
           Meeting of Shareholders held April  17,  1997, which information was
           incorporated by reference in the Registrant's  Annual Report on Form
           10-K;

     C.    The  Registrant's Quarterly Reports on Form 10-Q  for  the  quarters
           ended March 31, 1997, June 30, 1997, and September 30, 1997; and

     D.    The description of the Registrant's Common Stock as contained in the
           Registration  Statement  on  Form  8-A, dated August 27, 1990, which
           incorporates the "Description of Capital  Stock  of Holding Company"
           section  of  the Registrant's Registration Statement  on  Form  S-14
           (Registration No. 2-80835).

     All documents subsequently  filed  by  the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of  a  post-effective  amendment which indicates  that  all  securities
offered  have been sold or which  deregisters  all  securities  then  remaining
unsold, shall  be  deemed  to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.


ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                                       2

<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article VIII of the Registrant's Restated Articles of Incorporation limits
the liability of directors of  the Registrant pursuant to the Kentucky Business
Corporation Act.  Under this Article,  directors  generally  will be personally
liable  to  the  Registrant or its shareholders for monetary damages  only  for
transactions involving  conflicts  of interest or from which a director derives
an improper personal benefit, intentional  misconduct or violations of law, and
unlawful distributions.

     Article VI of the Registrant's Restated  Articles  of  Incorporation gives
current  and  former  directors  and  officers  of  the  Registrant (and  their
executors, administrators or heirs) the right to indemnification,  and requires
the  Registrant to provide indemnification, to the maximum extent permitted  or
mandated  by  the  Kentucky  Business  Corporation Act, as amended from time to
time.

     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 or
officer against liability incurred in the proceeding if:

     [1] He conducted himself in good faith; and

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

     A corporation may not indemnify a director  or  officer: [1] in connection
with a proceeding by or in the right of the corporation  in  which the director
or  officer  was adjudged liable to the corporation; or [2] in connection  with
any other proceeding  charging improper personal benefit to him, whether or not
involving action in his  official  capacity, in which he was adjudged liable on
the basis that personal benefit was improperly received by him.

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

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


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

                                       3

<PAGE>

ITEM 8. EXHIBITS.

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


ITEM 9. UNDERTAKINGS.

     1. The undersigned Registrant hereby undertakes:

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

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

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

           [3]  To include any material information with respect to the plan of
     distribution not previously disclosed in the Registration Statement or any
     material change to such information in the Registration Statement;

     PROVIDED,  HOWEVER, that paragraphs 1.A[1] and 1.A[2] do not apply if  the
information required  to  be  included  in  a post-effective amendment by those
paragraphs is contained in periodic reports filed 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.

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

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

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

     3.   Insofar  as  indemnification  for  liabilities  arising  under   the 
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the event
that a 

                                       4

<PAGE>

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

                                       5

<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 Louisville, Commonwealth of Kentucky, on January 26,
1998.

                                      MID-AMERICA BANCORP


                                      By /S/ BERTRAM W. KLEIN

                                        Bertram W. Klein, Chairman of the Board


     KNOW ALL MEN BY THESE PRESENTS, that each person whose  signature  appears
below  constitutes and appoints Bertram W. Klein and Orson Oliver, and each  of
them, with  the  power  to  act  without  the other, his or her true and lawful
attorney-in-facts   and   agents,   with  full  power   of   substitution   and
resubstitution, for him or her, and in his or her name, place and stead, in any
and all capacities, to sign any and all  amendments  (including  post-effective
amendments)  to  this  Registration Statement, and to file the same,  with  all
exhibits  thereto,  and other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting  unto said attorneys-in-fact and
agents, and each of them, full power and authority  to  do and perform each and
every  act  and  thing  requisite  and necessary to be done in  and  about  the
premises, as fully and to all intents  and purposes as he or she might or could
do in person, hereby ratifying and confirming  all  that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully  do  or  cause to be
done by virtue hereof.

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  on  Form  S-8  has  been signed below by the following
persons on the 26th day of January, 1998 in the capacities indicated:


SIGNATURE                             TITLE


 /S/ BERTRAM W. KLEIN
Bertram W. Klein                 Chairman of the Board


 /S/ R. K. GUILLAUME
R. K. Guillaume                     Chief Executive Officer
                                 (Principal Executive Officer)


 /S/ STEVEN SMALL
Steven Small                     Executive Vice President and
                                  Chief Financial Officer
                                 (Principal Financial and Accounting Officer)

                                       6

<PAGE>

 /S/ LESLIE D. ABERSON
Leslie D. Aberson                     Director


 /S/ ROBERT P. ADELBERG
Robert P. Adelberg                    Director


Stanley L. Atlas                      Director


 /S/ WILLIAM C. BALLARD, JR.
William C. Ballard, Jr.               Director


 /S/ JAMES E. CAIN
James E. Cain                         Director


 /S/ MARTHA LAYNE COLLINS
Martha Layne Collins                  Director


 /S/ DAVID JONES, JR.
David Jones, Jr.                      Director


 /S/ PEGGY ANN MARKSTEIN
Peggy Ann Markstein                   Director


 /S/ DONALD G. MCCLINTON
Donald G. McClinton                   Director


 /S/ ORSON OLIVER
Orson Oliver                          Director


 /S/ JEROME PAKENHAM
Jerome Pakenham                       Director


 /S/ JOHN S. PALMORE
John S. Palmore                       Director

                                       7

<PAGE>

 /S/ WOODFORD R. PORTER, SR.
Woodford R. Porter, Sr.               Director


 /S/ BRUCE J. ROTH
Bruce J. Roth                         Director


 /S/ RAYMOND L. SALES
Raymond L. Sales                      Director


 /S/ BENJAMIN K. RICHMOND
Benjamin K. Richmond                  Director


 /S/ HENRY C. WAGNER
Henry C. Wagner                       Director

                                       8

<PAGE>
                           INDEX TO EXHIBITS



<TABLE>
<CAPTION>
EXHIBIT NUMBER
                      DESCRIPTION OF EXHIBIT                                                          PAGE
<S>                   <C>                                                                             <C>
4(a)                  1995  Incentive  Stock Option Plan incorporated by reference to
                      Exhibit 10(m) of the  Registrant's  report on Form 10-Q for the
                      quarter ended June 30, 1995 (Commission File no. 1-10602)

4(b)                  Employment Agreement between the Registrant  and  Robert Sachs,
                      dated April 5, 1993, incorporated by reference to Exhibit 10(e)
                      to the Registrant's report on Form 10-K for the year  ended De-
                      cember 31, 1993 (Commission File no. 1-10602)

4(c)                  Employment  Agreement  between  the  Registrant  and Gail Pohn,
                      dated April 5, 1993, incorporated by reference to Exhibit 10(f)
                      to the Registrant's report on Form 10-K for the year  ended De-
                      cember 31, 1993 (Commission File no. 1-10602)

4(d)                  Articles   of  Restatement  of  Articles  of  Incorporation  of
                      Mid-America  Bancorp  filed with the Secretary of State of Ken-
                      tucky on May 4, 1989; as amended by Articles of Amendment filed
                      with the Secretary of State  of  Kentucky on April 19, 1993 and
                      March 13, 1995 are incorporated by reference to Exhibit 3(a) to
                      the Registrant's annual report on  Form 10-K for the year ended
                      December 31, 1994 (Commission File No. 1-10602)

4(e)                  Bylaws of Mid-America Bancorp are incorporated  by reference to
                      Exhibit 3(b) of the Registrant's annual report on Form 10-K for
                      the year ended December 31, 1995 (Commission File No. 1-10602)

5                     Opinion  of  Wyatt, Tarrant & Combs as to the legality  of  the                   10
                      Common Stock

23(a)                 Consent of KPMG Peat Marwick LLP                                                  12

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

25                    Power of Attorney (included on signature page of this Registra-
                      tion Statement).
</TABLE>

                                       9
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18648}]
{"company-data": {"conformed-name": "MID AMERICA BANCORP/KY/", "cik": "0000711083", "assigned-sic": "6022", "irs-number": "611012933", "state-of-incorporation": "KY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45091", "film-number": "98515683"}, "business-address": {"street1": "500 W BROADWAY", "city": "LOUISVILLE", "state": "KY", "zip": "40202", "phone": "5025893351"}, "mail-address": {"street1": "500 WEST BROADWAY", "city": "LOUISVILLE", "state": "KY", "zip": "40202"}}
As filed with the Securities and Exchange Commission
                                       on January 28, 1998
                           Registration No. 333-_______________

______________________________________________________________________________________________________________
______________________________________________________________________________________________________________

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

                                    MID-AMERICA BANCORP
                  (Exact name of registrant as specified in its charter)
KENTUCKY                                                                           61-1012933
(State or other jurisdiction                                                 (I.R.S. Employer
of incorporation or organization)                                         Identification No.)

                                     500 WEST BROADWAY
                                LOUISVILLE, KENTUCKY  40202

                         (Address of Principal Executive Offices)

                  1995 INCENTIVE STOCK OPTION PLAN OF MID-AMERICA BANCORP
      EMPLOYMENT AGREEMENTS BETWEEN THE REGISTRANT AND GAIL POHN AND ROBERT H. SACHS

                                 (Full title of the plans)
Copy to:
ROBERT H. SACHS, EXECUTIVE VICE PRESIDENT             CYNTHIA W. YOUNG, ESQ.
MID-AMERICA BANCORP                                   WYATT, TARRANT & COMBS
500 WEST BROADWAY                                     2800 CITIZENS PLAZA
LOUISVILLE, KENTUCKY  40202                           LOUISVILLE, KENTUCKY 40202

                          (Name and address of agent for service)

                                      (502) 589-3351
               (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of              Amount                 Proposed maximum        Proposed maximum      Amount of
securities            to be                  offering price          aggregate offering    registration
to be registered      registered             per share
price
fee
COMMON STOCK,         1,023,182
NO PAR VALUE          SHARES                 $32.3125                $33,061,568           $9,753.17
Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c) based  on  the average of the average of the high and low prices
of the Common Stock as of January  26,  1998 on the American Stock Exchange, as
reported in the consolidated reporting system.
The  Registrant  also  registers  hereby   such  indeterminate  number  of
additional  shares as may be required to cover antidilutive  adjustments  under
the 1995 Incentive  Stock  Option Plan and the options granted to two executive
officers.
PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     A.    The Registrant's  Annual  Report  on  Form  10-K for the fiscal year
           ended December 31, 1996;

     B.    The   information   appearing  under  the  headings   "ELECTION   OF
           DIRECTORS",  "COMPLIANCE   WITH  SECTION  16(a)  OF  THE  SECURITIES
           EXCHANGE   ACT  OF  1934",  "EXECUTIVE   COMPENSATION",   "PRINCIPAL
           SHAREHOLDERS"  and  "ELECTION  OF DIRECTORS", "CERTAIN TRANSACTIONS"
           and "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION" in
           the Registrant's Proxy Statement dated March 17, 1997 for its Annual
           Meeting of Shareholders held April  17,  1997, which information was
           incorporated by reference in the Registrant's  Annual Report on Form
           10-K;

     C.    The  Registrant's Quarterly Reports on Form 10-Q  for  the  quarters
           ended March 31, 1997, June 30, 1997, and September 30, 1997; and

     D.    The description of the Registrant's Common Stock as contained in the
           Registration  Statement  on  Form  8-A, dated August 27, 1990, which
           incorporates the "Description of Capital  Stock  of Holding Company"
           section  of  the Registrant's Registration Statement  on  Form  S-14
           (Registration No. 2-80835).

     All documents subsequently  filed  by  the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of  a  post-effective  amendment which indicates  that  all  securities
offered  have been sold or which  deregisters  all  securities  then  remaining
unsold, shall  be  deemed  to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                                       2
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article VIII of the Registrant's Restated Articles of Incorporation limits
the liability of directors of  the Registrant pursuant to the Kentucky Business
Corporation Act.  Under this Article,  directors  generally  will be personally
liable  to  the  Registrant or its shareholders for monetary damages  only  for
transactions involving  conflicts  of interest or from which a director derives
an improper personal benefit, intentional  misconduct or violations of law, and
unlawful distributions.

     Article VI of the Registrant's Restated  Articles  of  Incorporation gives
current  and  former  directors  and  officers  of  the  Registrant (and  their
executors, administrators or heirs) the right to indemnification,  and requires
the  Registrant to provide indemnification, to the maximum extent permitted  or
mandated  by  the  Kentucky  Business  Corporation Act, as amended from time to
time.

     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 or
officer against liability incurred in the proceeding if:

     [1] He conducted himself in good faith; and

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

     A corporation may not indemnify a director  or  officer: [1] in connection
with a proceeding by or in the right of the corporation  in  which the director
or  officer  was adjudged liable to the corporation; or [2] in connection  with
any other proceeding  charging improper personal benefit to him, whether or not
involving action in his  official  capacity, in which he was adjudged liable on
the basis that personal benefit was improperly received by him.

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

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

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

                                       3
ITEM 8. EXHIBITS.

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

ITEM 9. UNDERTAKINGS.

     1. The undersigned Registrant hereby undertakes:

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

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

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

           [3]  To include any material information with respect to the plan of
     distribution not previously disclosed in the Registration Statement or any
     material change to such information in the Registration Statement;

     PROVIDED,  HOWEVER, that paragraphs 1.A[1] and 1.A[2] do not apply if  the
information required  to  be  included  in  a post-effective amendment by those
paragraphs is contained in periodic reports filed 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.

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

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

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

     3.   Insofar  as  indemnification  for  liabilities  arising  under   the 
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.  In the event
that a 

                                       4
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director,  officer  or
controlling  person  of  the  Registrant  in  the  successful defense of any
action,  suit  or  proceeding)  is  asserted  by  such  director,   officer  or
controlling  person  in  connection  with the securities being registered,  the
Registrant will, unless in the opinion  of  its  counsel  the  matter  has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy  as
expressed  in  the  Act  and will be governed by the final adjudication of such
issue.

                                       5
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 Louisville, Commonwealth of Kentucky, on January 26,
1998.

                                      MID-AMERICA BANCORP

                                      By /S/ BERTRAM W. KLEIN

                                        Bertram W. Klein, Chairman of the Board

     KNOW ALL MEN BY THESE PRESENTS, that each person whose  signature  appears
below  constitutes and appoints Bertram W. Klein and Orson Oliver, and each  of
them, with  the  power  to  act  without  the other, his or her true and lawful
attorney-in-facts   and   agents,   with  full  power   of   substitution   and
resubstitution, for him or her, and in his or her name, place and stead, in any
and all capacities, to sign any and all  amendments  (including  post-effective
amendments)  to  this  Registration Statement, and to file the same,  with  all
exhibits  thereto,  and other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting  unto said attorneys-in-fact and
agents, and each of them, full power and authority  to  do and perform each and
every  act  and  thing  requisite  and necessary to be done in  and  about  the
premises, as fully and to all intents  and purposes as he or she might or could
do in person, hereby ratifying and confirming  all  that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully  do  or  cause to be
done by virtue hereof.

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  on  Form  S-8  has  been signed below by the following
persons on the 26th day of January, 1998 in the capacities indicated:

SIGNATURE                             TITLE

 /S/ BERTRAM W. KLEIN
Bertram W. Klein                 Chairman of the Board

 /S/ R. K. GUILLAUME
R. K. Guillaume                     Chief Executive Officer
                                 (Principal Executive Officer)

 /S/ STEVEN SMALL
Steven Small                     Executive Vice President and
                                  Chief Financial Officer
                                 (Principal Financial and Accounting Officer)

                                       6
/S/ LESLIE D. ABERSON
Leslie D. Aberson                     Director

 /S/ ROBERT P. ADELBERG
Robert P. Adelberg                    Director

Stanley L. Atlas                      Director

 /S/ WILLIAM C. BALLARD, JR.
William C. Ballard, Jr.               Director

 /S/ JAMES E. CAIN
James E. Cain                         Director

 /S/ MARTHA LAYNE COLLINS
Martha Layne Collins                  Director

 /S/ DAVID JONES, JR.
David Jones, Jr.                      Director

 /S/ PEGGY ANN MARKSTEIN
Peggy Ann Markstein                   Director

 /S/ DONALD G. MCCLINTON
Donald G. McClinton                   Director

 /S/ ORSON OLIVER
Orson Oliver                          Director

 /S/ JEROME PAKENHAM
Jerome Pakenham                       Director

 /S/ JOHN S. PALMORE
John S. Palmore                       Director

                                       7
/S/ WOODFORD R. PORTER, SR.
Woodford R. Porter, Sr.               Director

 /S/ BRUCE J. ROTH
Bruce J. Roth                         Director

 /S/ RAYMOND L. SALES
Raymond L. Sales                      Director

 /S/ BENJAMIN K. RICHMOND
Benjamin K. Richmond                  Director

 /S/ HENRY C. WAGNER
Henry C. Wagner                       Director

                                       8
INDEX TO EXHIBITS
EXHIBIT NUMBER
                      DESCRIPTION OF EXHIBIT                                                          PAGE
4(a)                  1995  Incentive  Stock Option Plan incorporated by reference to
                      Exhibit 10(m) of the  Registrant's  report on Form 10-Q for the
                      quarter ended June 30, 1995 (Commission File no. 1-10602)

4(b)                  Employment Agreement between the Registrant  and  Robert Sachs,
                      dated April 5, 1993, incorporated by reference to Exhibit 10(e)
                      to the Registrant's report on Form 10-K for the year  ended De-
                      cember 31, 1993 (Commission File no. 1-10602)

4(c)                  Employment  Agreement  between  the  Registrant  and Gail Pohn,
                      dated April 5, 1993, incorporated by reference to Exhibit 10(f)
                      to the Registrant's report on Form 10-K for the year  ended De-
                      cember 31, 1993 (Commission File no. 1-10602)

4(d)                  Articles   of  Restatement  of  Articles  of  Incorporation  of
                      Mid-America  Bancorp  filed with the Secretary of State of Ken-
                      tucky on May 4, 1989; as amended by Articles of Amendment filed
                      with the Secretary of State  of  Kentucky on April 19, 1993 and
                      March 13, 1995 are incorporated by reference to Exhibit 3(a) to
                      the Registrant's annual report on  Form 10-K for the year ended
                      December 31, 1994 (Commission File No. 1-10602)

4(e)                  Bylaws of Mid-America Bancorp are incorporated  by reference to
                      Exhibit 3(b) of the Registrant's annual report on Form 10-K for
                      the year ended December 31, 1995 (Commission File No. 1-10602)

5                     Opinion  of  Wyatt, Tarrant & Combs as to the legality  of  the                   10
                      Common Stock

23(a)                 Consent of KPMG Peat Marwick LLP                                                  12

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

25                    Power of Attorney (included on signature page of this Registra-
                      tion Statement).
9