Registration No.    

     SECURITIES AND EXCHANGE COMMISSION
           Washington, D.C.  20549

                  FORM S-8

           REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT OF 1933

       Commission file number 0-20332

            MAYFLOWER GROUP, INC.
(Exact name of registrant as specified in its charter)

     Indiana             35-1692925
(State or other jurisdiction  (I.R.S. Employer
of incorporation              Identification No.)
or organization)

9998 North Michigan Road, Carmel, Indiana 46032
      (Address, including zip code, of
        Principal Executive Offices)

           MAYFLOWER GROUP, INC. 
       1992 DIRECTOR STOCK OPTION PLAN
          (Full title of the Plan)

              MICHAEL L. SMITH
           Chairman, President and
           Chief Executive Officer
            Mayflower Group, Inc.
            9998 N. Michigan Road
            Carmel, Indiana 46032
               (317) 875-1000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

       CALCULATION OF REGISTRATION FEE

Title of            Amount    Proposed 
securities to       to be          maximum 
be registered       registered     offering price
                         per share (1)

Common Stock,  60,000         $12.25
 no par value

Proposed maximum         Amount of
aggregate offering       registration fee
price (1)

$735,000.00              $253.43

(1)  Estimated solely to determine the registration fee
     and based on the option price of stock options
     already granted under the Plan and on the
     average of the high and low sales prices per
     share of common stock of Mayflower Group, Inc.
     (the "Registrant") on the NASDAQ National
     Market October 6, 1994, as to shares not yet
     subject to options granted under the Plan,
     pursuant to Rule 457(h).

(2)  Any additional shares of Common Stock to be
     issued as a result of stock dividends, stock splits,
     or similar transactions shall be covered by this
     Registration Statement as provided in Rule 416.

                   PART I

         INFORMATION REQUIRED IN THE
          SECTION 10(A) PROSPECTUS

     The document(s) containing information specified
by Part I of this Form S-8 Registration Statement (the
"Registration Statement") will be sent or given to
participants in the Mayflower Group, Inc. 1992 Director
Stock Option Plan (the "Plan") as specified in Rule
428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act
of 1933, as amended (the "1933 Act").  Such
document(s) are not being filed with the Commission but
constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to
Item 3 of Part II hereof), a prospectus that meets the
requirements of Section 10(a) of the 1933 Act.

                   PART II

  INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents are hereby
incorporated by reference into the Registration
Statement:

     (1)  The Annual Report of the Registrant on
          Form 10-K for the year ended December
          31, 1993.

     (2)  The Quarterly Reports of the Registrant
          on Form 10-Q for the quarters ended
          March 31, 1994 and June 30, 1994.

     (3)  The description of securities contained in
          the Registrant's Registration Statement
          on Form 10 which was filed with the
          Commission on June 22, 1992, and all
          amendments or reports filed for the
          purpose of updating such description.

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

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     IND. CODE Sections 23-1-37-1--23-1-37-15
permits an Indiana corporation to indemnify directors and
officers against liability incurred in certain proceedings if
the individual's conduct was in good faith and the
individual reasonably believed, in the case of conduct in
the individual's official capacity, that such conduct was in
the best interests of the corporation and, in all other
cases, believed such conduct was at least not opposed to
the best interests of the corporation.  If the proceeding is
criminal, the individual must have at least had no
reasonable cause to believe that such conduct was
unlawful.  The statute requires a corporation to indemnify
an individual who is wholly successful in the defense of
any such proceeding against reasonable expenses
incurred by such individual, unless the Articles of
Incorporation provide otherwise.  The corporation may
pay for or reimburse the reasonable expenses incurred by
a director or officer who is a party to a proceeding in
advance of final disposition of the proceeding if certain
conditions are satisfied.  Unless otherwise provided in the
Articles of Incorporation, a director or officer may apply
for court ordered indemnification which will include
reasonable expenses incurred to obtain the
indemnification order if the court determines that the
director is entitled to mandatory indemnification or that the
director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances.  Except in the
case of mandatory indemnification, a corporation may
indemnify a director or officer only after it is determined
that the individual meets the standard of conduct
described above.  In addition, a corporation may also
indemnify and advance expenses to an officer, whether or
not a director, to the extent, consistent with public policy,
that may be provided by its Articles of Incorporation, by-
laws, general or specific action of its board of directors or
contract.  IND. CODE Section 23-1-37-14 empowers an
Indiana corporation to purchase and maintain insurance
on behalf of any director or officer against any liability
asserted against, or incurred by, such individual in any
such capacity or arising out of his or her status as such,
whether or not the corporation would have had the power
to indemnify against such liability.  The Articles of
Incorporation of the Registrant provide for indemnification
to the full extent permitted under Indiana law.

     The Registrant has purchased insurance
providing up to an aggregate of $10,000,000 in coverage
designed to protect and indemnify the Registrant and its
officers and directors against losses arising from claims,
including claims under the 1933 Act, which might be
made against its directors and officers by reason of any
actual or alleged error, misstatement, misleading
statement, act or omission, or neglect or breach of duty
by the directors or officers in the discharge of their duties.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The exhibits furnished with the Registration
Statement are listed on Page E-1.

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 the
Registration Statement (i) to include any prospectus
required by Section 10(a)(3) of the 1933 Act; (ii) to reflect
in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; (iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to
such information in the Registration Statement; provided,
however, that clauses (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective
amendment by those clauses is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
15(d) of the 1934 Act that are incorporated by reference
in the Registration Statement; (2) that, for the purpose of
determining any liability under the 1933 Act, 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; 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 1933 Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 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 1933 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 1933 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 1933 Act and will be
governed by the final adjudication of such issue.

<PAGE>
                 SIGNATURES

     The Registrant.  Pursuant to the requirements of
the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Carmel, State of Indiana, on October 12, 1994.

MAYFLOWER GROUP, INC.


By:  /s/ Michael L. Smith, Chairman,
     President and Chief Executive Officer

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

Signature      Title               

               Chairman, President, Chief    
               Executive Officer and Director     
/s/ Michael L. Smith     (Principal Executive Officer) 

               Senior Vice President, Treasurer   
               and Chief Financial Officer   
/s/ Patrick F. Carr (Principal Financial Officer) 

               Vice President and Chief                               
               Accounting Officer  
/s/ Ronald W. Martin     (Principal Accounting Officer)     


/s/ Roderick M. Hills    Director        
                          

/s/ Perry J. Lewis  Director


/s/ Lary R. Scott        Director


/s/ Sheldon M. Stone     Director

Date: October 12, 1994
<PAGE>
              INDEX TO EXHIBITS


Exhibit No.         Description                   

Exhibits Incorporated By Reference:

       None.

Exhibits Filed Herewith:

5      Opinion of Legal Counsel of Registrant

23(a)  Consent of Ernst & Young

23(b)  Consent of Coopers & Lybrand

23(c)  Consent of Legal Counsel of Registrant is
            included as part of Exhibit 5

24     Power of Attorney
<PAGE>
Exhibit 5



                    October 12, 1994


Mayflower Group, Inc.
9998 N. Michigan Road
Carmel, Indiana  46032

Gentlemen:

     You have requested our opinion in connection
with the Registration Statement on Form S-8 (the
"Registration Statement") of Mayflower Group, Inc. (the
"Corporation"), relating to up to 60,000 shares of the
Corporation's Common Stock, no par value (the
"Common Stock"), to be issued under the Mayflower
Group, Inc. 1992 Director Stock Option Plan (the "Plan"). 
In connection with your request, we have made such
examination of the corporate records and proceedings of
the Corporation and considered such questions of law
and taken such further action as we deemed necessary
or appropriate to enable us to render this opinion.

     Based upon such examination, we are of the
opinion that when the Common Stock has been sold as
contemplated by the Plan, as the same may be
amended, and when the Corporation has complied with
the Securities Act of 1933, as amended, and with the
securities laws of the State of Indiana and all other
jurisdictions in which the Common Stock is to be sold, the
Common Stock will be legally issued, fully paid and
nonassessable.

     This opinion letter is limited to the current federal
laws of the United States and the current internal laws of
the state of Indiana (without giving effect to any conflict of
law principles thereof) and we have not considered, and
express no opinion on, the laws of any other jurisdiction. 
This opinion letter is dated and speaks as of the date of
delivery.  We have no obligation to advise you or any third
parties of changes in law or fact that may hereafter occur
or come to our attention, even though the legal analysis
or legal conclusions contained in this opinion letter may
be affected by such changes.

     We consent to the filing of this opinion as Exhibit
5 to the Registration Statement.

Very truly yours,
/s/ Barnes & Thornburg
<PAGE>
Exhibit 23(a)

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the 1992
Director Stock Option Plan of Mayflower Group, Inc. of
our report dated February 1, 1993, with respect to the
consolidated financial statements and schedules of
Mayflower Group, Inc. for the years ended December 31,
1992 and 1991 included in its Annual Report (Form 10-K)
for the year ended December 31, 1993, filed with the
Securities and Exchange Commission.

/s/ Ernst & Young LLP

August 17, 1994
<PAGE>
Exhibit 23(b)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the
registration statement of Mayflower Group, Inc. on Form
S-8 relating to the Mayflower Group, Inc. 1992 Director
Stock Option Plan of our report dated March 29, 1994, on
our audit of the consolidated financial statements and
financial statement schedules of Mayflower Group, Inc. as
of December 31, 1993, and for the year then ended.

/s/ Coopers & Lybrand L.L.P.

Indianapolis, Indiana
October 12, 1994
<PAGE>
Exhibit 24

            MAYFLOWER GROUP, INC.

          LIMITED POWER OF ATTORNEY

  (To Sign and File Registration Statement)

     The undersigned director and/or officer of
MAYFLOWER GROUP, INC., an Indiana corporation (the
"Company"), which intends to file with the Securities and
Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 for the registration of
Common Stock, without par value, issued pursuant to the
Mayflower Group, Inc. 1992 Director Stock Option Plan
does hereby appoint each of Michael L. Smith and Patrick
F. Carr as such person's true and lawful attorney-in-fact
and agent, with full power of substitution and
resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign
said Registration Statement on Form S-8 and any and all
amendments thereto (including post-effective
amendments) and to file the same, with all exhibits
thereto, and other documents in connection therewith,
with the Securities and Exchange Commission granting
unto said attorney-in-fact and agent 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 such person might or could do in
person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or a substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has
executed this Limited Power of Attorney this 12th day of
October, 1994.

/s/ Perry J. Lewis                           

STATE OF INDIANA         )
                    )    SS:
COUNTY OF HAMILTON  )

     SUBSCRIBED AND SWORN to before me, a
notary public, by said Perry J. Lewis, who did personally
appear and execute the above and foregoing Limited
Power of Attorney on October 12, 1994.

     Witness my hand and Notarial Seal this 12th day
of October, 1994.
               /s/ Judith M. White, Notary Public
My Commission Expires:   County of Residence:
July 16, 1995            Marion
Exhibit 24

            MAYFLOWER GROUP, INC.

          LIMITED POWER OF ATTORNEY

  (To Sign and File Registration Statement)

     The undersigned director and/or officer of
MAYFLOWER GROUP, INC., an Indiana corporation (the
"Company"), which intends to file with the Securities and
Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 for the registration of
Common Stock, without par value, issued pursuant to the
Mayflower Group, Inc. 1992 Director Stock Option Plan
does hereby appoint each of Michael L. Smith and Patrick
F. Carr as such person's true and lawful attorney-in-fact
and agent, with full power of substitution and
resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign
said Registration Statement on Form S-8 and any and all
amendments thereto (including post-effective
amendments) and to file the same, with all exhibits
thereto, and other documents in connection therewith,
with the Securities and Exchange Commission granting
unto said attorney-in-fact and agent 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 such person might or could do in
person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or a substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has
executed this Limited Power of Attorney this 12th day of
October, 1994.

/s/ Roderick M. Hills                             

STATE OF INDIANA         )
                    )    SS:
COUNTY OF HAMILTON  )

     SUBSCRIBED AND SWORN to before me, a
notary public, by said Roderick M. HIlls, who did
personally appear and execute the above and foregoing
Limited Power of Attorney on October 12, 1994.

     Witness my hand and Notarial Seal this 12th day
of October, 1994.
               /s/ Judith M. White, Notary Public
My Commission Expires:   County of Residence:
July 16, 1995            Marion
Exhibit 24

            MAYFLOWER GROUP, INC.

          LIMITED POWER OF ATTORNEY

  (To Sign and File Registration Statement)

     The undersigned director and/or officer of
MAYFLOWER GROUP, INC., an Indiana corporation (the
"Company"), which intends to file with the Securities and
Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 for the registration of
Common Stock, without par value, issued pursuant to the
Mayflower Group, Inc. 1992 Director Stock Option Plan
does hereby appoint each of Michael L. Smith and Patrick
F. Carr as such person's true and lawful attorney-in-fact
and agent, with full power of substitution and
resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign
said Registration Statement on Form S-8 and any and all
amendments thereto (including post-effective
amendments) and to file the same, with all exhibits
thereto, and other documents in connection therewith,
with the Securities and Exchange Commission granting
unto said attorney-in-fact and agent 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 such person might or could do in
person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or a substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has
executed this Limited Power of Attorney this 12th day of
October, 1994.

/s/ Lary R. Scott                            

STATE OF INDIANA         )
                    )    SS:
COUNTY OF HAMILTON  )

     SUBSCRIBED AND SWORN to before me, a
notary public, by said Lary R. Scott, who did personally
appear and execute the above and foregoing Limited
Power of Attorney on October 12, 1994.

     Witness my hand and Notarial Seal this 12th day
of October, 1994.
               /s/ Judith M. White, Notary Public
My Commission Expires:   County of Residence:
July 16, 1995            Marion
Exhibit 24

            MAYFLOWER GROUP, INC.

          LIMITED POWER OF ATTORNEY

  (To Sign and File Registration Statement)

     The undersigned director and/or officer of
MAYFLOWER GROUP, INC., an Indiana corporation (the
"Company"), which intends to file with the Securities and
Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 for the registration of
Common Stock, without par value, issued pursuant to the
Mayflower Group, Inc. 1992 Director Stock Option Plan
does hereby appoint each of Michael L. Smith and Patrick
F. Carr as such person's true and lawful attorney-in-fact
and agent, with full power of substitution and
resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign
said Registration Statement on Form S-8 and any and all
amendments thereto (including post-effective
amendments) and to file the same, with all exhibits
thereto, and other documents in connection therewith,
with the Securities and Exchange Commission granting
unto said attorney-in-fact and agent 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 such person might or could do in
person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or a substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has
executed this Limited Power of Attorney this 12th day of
October, 1994.

/s/ Sheldon M. Stone                              

STATE OF INDIANA         )
                    )    SS:
COUNTY OF HAMILTON  )

     SUBSCRIBED AND SWORN to before me, a
notary public, by said Sheldon M. Stone, who did
personally appear and execute the above and foregoing
Limited Power of Attorney on October 12, 1994.

     Witness my hand and Notarial Seal this 12th day
of October, 1994.
               /s/ Judith M. White, Notary Public
My Commission Expires:   County of Residence:
July 16, 1995            Marion
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24119}]
{"company-data": {"conformed-name": "MAYFLOWER GROUP INC /IN/", "cik": "0000063506", "assigned-sic": "4210", "irs-number": "351692925", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56001", "film-number": "94552441"}, "business-address": {"street1": "9998 N MICHIGAN RD", "city": "CARMEL", "state": "IN", "zip": "46032", "phone": "3178751000"}}
Registration No.    

     SECURITIES AND EXCHANGE COMMISSION
           Washington, D.C.  20549

                  FORM S-8

           REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT OF 1933

       Commission file number 0-20332

            MAYFLOWER GROUP, INC.
(Exact name of registrant as specified in its charter)

     Indiana             35-1692925
(State or other jurisdiction  (I.R.S. Employer
of incorporation              Identification No.)
or organization)

9998 North Michigan Road, Carmel, Indiana 46032
      (Address, including zip code, of
        Principal Executive Offices)

           MAYFLOWER GROUP, INC. 
       1992 DIRECTOR STOCK OPTION PLAN
          (Full title of the Plan)

              MICHAEL L. SMITH
           Chairman, President and
           Chief Executive Officer
            Mayflower Group, Inc.
            9998 N. Michigan Road
            Carmel, Indiana 46032
               (317) 875-1000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

       CALCULATION OF REGISTRATION FEE

Title of            Amount    Proposed 
securities to       to be          maximum 
be registered       registered     offering price
                         per share (1)

Common Stock,  60,000         $12.25
 no par value

Proposed maximum         Amount of
aggregate offering       registration fee
price (1)

$735,000.00              $253.43

(1)  Estimated solely to determine the registration fee
     and based on the option price of stock options
     already granted under the Plan and on the
     average of the high and low sales prices per
     share of common stock of Mayflower Group, Inc.
     (the "Registrant") on the NASDAQ National
     Market October 6, 1994, as to shares not yet
     subject to options granted under the Plan,
     pursuant to Rule 457(h).

(2)  Any additional shares of Common Stock to be
     issued as a result of stock dividends, stock splits,
     or similar transactions shall be covered by this
     Registration Statement as provided in Rule 416.

                   PART I

         INFORMATION REQUIRED IN THE
          SECTION 10(A) PROSPECTUS

     The document(s) containing information specified
by Part I of this Form S-8 Registration Statement (the
"Registration Statement") will be sent or given to
participants in the Mayflower Group, Inc. 1992 Director
Stock Option Plan (the "Plan") as specified in Rule
428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act
of 1933, as amended (the "1933 Act").  Such
document(s) are not being filed with the Commission but
constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to
Item 3 of Part II hereof), a prospectus that meets the
requirements of Section 10(a) of the 1933 Act.

                   PART II

  INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents are hereby
incorporated by reference into the Registration
Statement:

     (1)  The Annual Report of the Registrant on
          Form 10-K for the year ended December
          31, 1993.

     (2)  The Quarterly Reports of the Registrant
          on Form 10-Q for the quarters ended
          March 31, 1994 and June 30, 1994.

     (3)  The description of securities contained in
          the Registrant's Registration Statement
          on Form 10 which was filed with the
          Commission on June 22, 1992, and all
          amendments or reports filed for the
          purpose of updating such description.

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

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     IND. CODE Sections 23-1-37-1--23-1-37-15
permits an Indiana corporation to indemnify directors and
officers against liability incurred in certain proceedings if
the individual's conduct was in good faith and the
individual reasonably believed, in the case of conduct in
the individual's official capacity, that such conduct was in
the best interests of the corporation and, in all other
cases, believed such conduct was at least not opposed to
the best interests of the corporation.  If the proceeding is
criminal, the individual must have at least had no
reasonable cause to believe that such conduct was
unlawful.  The statute requires a corporation to indemnify
an individual who is wholly successful in the defense of
any such proceeding against reasonable expenses
incurred by such individual, unless the Articles of
Incorporation provide otherwise.  The corporation may
pay for or reimburse the reasonable expenses incurred by
a director or officer who is a party to a proceeding in
advance of final disposition of the proceeding if certain
conditions are satisfied.  Unless otherwise provided in the
Articles of Incorporation, a director or officer may apply
for court ordered indemnification which will include
reasonable expenses incurred to obtain the
indemnification order if the court determines that the
director is entitled to mandatory indemnification or that the
director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances.  Except in the
case of mandatory indemnification, a corporation may
indemnify a director or officer only after it is determined
that the individual meets the standard of conduct
described above.  In addition, a corporation may also
indemnify and advance expenses to an officer, whether or
not a director, to the extent, consistent with public policy,
that may be provided by its Articles of Incorporation, by-
laws, general or specific action of its board of directors or
contract.  IND. CODE Section 23-1-37-14 empowers an
Indiana corporation to purchase and maintain insurance
on behalf of any director or officer against any liability
asserted against, or incurred by, such individual in any
such capacity or arising out of his or her status as such,
whether or not the corporation would have had the power
to indemnify against such liability.  The Articles of
Incorporation of the Registrant provide for indemnification
to the full extent permitted under Indiana law.

     The Registrant has purchased insurance
providing up to an aggregate of $10,000,000 in coverage
designed to protect and indemnify the Registrant and its
officers and directors against losses arising from claims,
including claims under the 1933 Act, which might be
made against its directors and officers by reason of any
actual or alleged error, misstatement, misleading
statement, act or omission, or neglect or breach of duty
by the directors or officers in the discharge of their duties.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

     The exhibits furnished with the Registration
Statement are listed on Page E-1.

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 the
Registration Statement (i) to include any prospectus
required by Section 10(a)(3) of the 1933 Act; (ii) to reflect
in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; (iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to
such information in the Registration Statement; provided,
however, that clauses (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective
amendment by those clauses is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
15(d) of the 1934 Act that are incorporated by reference
in the Registration Statement; (2) that, for the purpose of
determining any liability under the 1933 Act, 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; 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 1933 Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 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 1933 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 1933 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 1933 Act and will be
governed by the final adjudication of such issue.
SIGNATURES

     The Registrant.  Pursuant to the requirements of
the Securities Act of 1933, the Registrant certifies that it
has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Carmel, State of Indiana, on October 12, 1994.

MAYFLOWER GROUP, INC.

By:  /s/ Michael L. Smith, Chairman,
     President and Chief Executive Officer

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

Signature      Title               

               Chairman, President, Chief    
               Executive Officer and Director     
/s/ Michael L. Smith     (Principal Executive Officer) 

               Senior Vice President, Treasurer   
               and Chief Financial Officer   
/s/ Patrick F. Carr (Principal Financial Officer) 

               Vice President and Chief                               
               Accounting Officer  
/s/ Ronald W. Martin     (Principal Accounting Officer)     

/s/ Roderick M. Hills    Director        
                          

/s/ Perry J. Lewis  Director

/s/ Lary R. Scott        Director

/s/ Sheldon M. Stone     Director

Date: October 12, 1994
INDEX TO EXHIBITS

Exhibit No.         Description                   

Exhibits Incorporated By Reference:

       None.

Exhibits Filed Herewith:

5      Opinion of Legal Counsel of Registrant

23(a)  Consent of Ernst & Young

23(b)  Consent of Coopers & Lybrand

23(c)  Consent of Legal Counsel of Registrant is
            included as part of Exhibit 5

24     Power of Attorney
Exhibit 5

                    October 12, 1994

Mayflower Group, Inc.
9998 N. Michigan Road
Carmel, Indiana  46032

Gentlemen:

     You have requested our opinion in connection
with the Registration Statement on Form S-8 (the
"Registration Statement") of Mayflower Group, Inc. (the
"Corporation"), relating to up to 60,000 shares of the
Corporation's Common Stock, no par value (the
"Common Stock"), to be issued under the Mayflower
Group, Inc. 1992 Director Stock Option Plan (the "Plan"). 
In connection with your request, we have made such
examination of the corporate records and proceedings of
the Corporation and considered such questions of law
and taken such further action as we deemed necessary
or appropriate to enable us to render this opinion.

     Based upon such examination, we are of the
opinion that when the Common Stock has been sold as
contemplated by the Plan, as the same may be
amended, and when the Corporation has complied with
the Securities Act of 1933, as amended, and with the
securities laws of the State of Indiana and all other
jurisdictions in which the Common Stock is to be sold, the
Common Stock will be legally issued, fully paid and
nonassessable.

     This opinion letter is limited to the current federal
laws of the United States and the current internal laws of
the state of Indiana (without giving effect to any conflict of
law principles thereof) and we have not considered, and
express no opinion on, the laws of any other jurisdiction. 
This opinion letter is dated and speaks as of the date of
delivery.  We have no obligation to advise you or any third
parties of changes in law or fact that may hereafter occur
or come to our attention, even though the legal analysis
or legal conclusions contained in this opinion letter may
be affected by such changes.

     We consent to the filing of this opinion as Exhibit
5 to the Registration Statement.

Very truly yours,
/s/ Barnes & Thornburg
Exhibit 23(a)

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the 1992
Director Stock Option Plan of Mayflower Group, Inc. of
our report dated February 1, 1993, with respect to the
consolidated financial statements and schedules of
Mayflower Group, Inc. for the years ended December 31,
1992 and 1991 included in its Annual Report (Form 10-K)
for the year ended December 31, 1993, filed with the
Securities and Exchange Commission.

/s/ Ernst & Young LLP

August 17, 1994
Exhibit 23(b)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the
registration statement of Mayflower Group, Inc. on Form
S-8 relating to the Mayflower Group, Inc. 1992 Director
Stock Option Plan of our report dated March 29, 1994, on
our audit of the consolidated financial statements and
financial statement schedules of Mayflower Group, Inc. as
of December 31, 1993, and for the year then ended.

/s/ Coopers & Lybrand L.L.P.

Indianapolis, Indiana
October 12, 1994
Exhibit 24

            MAYFLOWER GROUP, INC.

          LIMITED POWER OF ATTORNEY

  (To Sign and File Registration Statement)

     The undersigned director and/or officer of
MAYFLOWER GROUP, INC., an Indiana corporation (the
"Company"), which intends to file with the Securities and
Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 for the registration of
Common Stock, without par value, issued pursuant to the
Mayflower Group, Inc. 1992 Director Stock Option Plan
does hereby appoint each of Michael L. Smith and Patrick
F. Carr as such person's true and lawful attorney-in-fact
and agent, with full power of substitution and
resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign
said Registration Statement on Form S-8 and any and all
amendments thereto (including post-effective
amendments) and to file the same, with all exhibits
thereto, and other documents in connection therewith,
with the Securities and Exchange Commission granting
unto said attorney-in-fact and agent 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 such person might or could do in
person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or a substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has
executed this Limited Power of Attorney this 12th day of
October, 1994.

/s/ Perry J. Lewis                           

STATE OF INDIANA         )
                    )    SS:
COUNTY OF HAMILTON  )

     SUBSCRIBED AND SWORN to before me, a
notary public, by said Perry J. Lewis, who did personally
appear and execute the above and foregoing Limited
Power of Attorney on October 12, 1994.

     Witness my hand and Notarial Seal this 12th day
of October, 1994.
               /s/ Judith M. White, Notary Public
My Commission Expires:   County of Residence:
July 16, 1995            Marion
Exhibit 24

            MAYFLOWER GROUP, INC.

          LIMITED POWER OF ATTORNEY

  (To Sign and File Registration Statement)

     The undersigned director and/or officer of
MAYFLOWER GROUP, INC., an Indiana corporation (the
"Company"), which intends to file with the Securities and
Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 for the registration of
Common Stock, without par value, issued pursuant to the
Mayflower Group, Inc. 1992 Director Stock Option Plan
does hereby appoint each of Michael L. Smith and Patrick
F. Carr as such person's true and lawful attorney-in-fact
and agent, with full power of substitution and
resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign
said Registration Statement on Form S-8 and any and all
amendments thereto (including post-effective
amendments) and to file the same, with all exhibits
thereto, and other documents in connection therewith,
with the Securities and Exchange Commission granting
unto said attorney-in-fact and agent 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 such person might or could do in
person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or a substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has
executed this Limited Power of Attorney this 12th day of
October, 1994.

/s/ Roderick M. Hills                             

STATE OF INDIANA         )
                    )    SS:
COUNTY OF HAMILTON  )

     SUBSCRIBED AND SWORN to before me, a
notary public, by said Roderick M. HIlls, who did
personally appear and execute the above and foregoing
Limited Power of Attorney on October 12, 1994.

     Witness my hand and Notarial Seal this 12th day
of October, 1994.
               /s/ Judith M. White, Notary Public
My Commission Expires:   County of Residence:
July 16, 1995            Marion
Exhibit 24

            MAYFLOWER GROUP, INC.

          LIMITED POWER OF ATTORNEY

  (To Sign and File Registration Statement)

     The undersigned director and/or officer of
MAYFLOWER GROUP, INC., an Indiana corporation (the
"Company"), which intends to file with the Securities and
Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 for the registration of
Common Stock, without par value, issued pursuant to the
Mayflower Group, Inc. 1992 Director Stock Option Plan
does hereby appoint each of Michael L. Smith and Patrick
F. Carr as such person's true and lawful attorney-in-fact
and agent, with full power of substitution and
resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign
said Registration Statement on Form S-8 and any and all
amendments thereto (including post-effective
amendments) and to file the same, with all exhibits
thereto, and other documents in connection therewith,
with the Securities and Exchange Commission granting
unto said attorney-in-fact and agent 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 such person might or could do in
person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or a substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has
executed this Limited Power of Attorney this 12th day of
October, 1994.

/s/ Lary R. Scott                            

STATE OF INDIANA         )
                    )    SS:
COUNTY OF HAMILTON  )

     SUBSCRIBED AND SWORN to before me, a
notary public, by said Lary R. Scott, who did personally
appear and execute the above and foregoing Limited
Power of Attorney on October 12, 1994.

     Witness my hand and Notarial Seal this 12th day
of October, 1994.
               /s/ Judith M. White, Notary Public
My Commission Expires:   County of Residence:
July 16, 1995            Marion
Exhibit 24

            MAYFLOWER GROUP, INC.

          LIMITED POWER OF ATTORNEY

  (To Sign and File Registration Statement)

     The undersigned director and/or officer of
MAYFLOWER GROUP, INC., an Indiana corporation (the
"Company"), which intends to file with the Securities and
Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 for the registration of
Common Stock, without par value, issued pursuant to the
Mayflower Group, Inc. 1992 Director Stock Option Plan
does hereby appoint each of Michael L. Smith and Patrick
F. Carr as such person's true and lawful attorney-in-fact
and agent, with full power of substitution and
resubstitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign
said Registration Statement on Form S-8 and any and all
amendments thereto (including post-effective
amendments) and to file the same, with all exhibits
thereto, and other documents in connection therewith,
with the Securities and Exchange Commission granting
unto said attorney-in-fact and agent 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 such person might or could do in
person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or a substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned has
executed this Limited Power of Attorney this 12th day of
October, 1994.

/s/ Sheldon M. Stone                              

STATE OF INDIANA         )
                    )    SS:
COUNTY OF HAMILTON  )

     SUBSCRIBED AND SWORN to before me, a
notary public, by said Sheldon M. Stone, who did
personally appear and execute the above and foregoing
Limited Power of Attorney on October 12, 1994.

     Witness my hand and Notarial Seal this 12th day
of October, 1994.
               /s/ Judith M. White, Notary Public
My Commission Expires:   County of Residence:
July 16, 1995            Marion