Registration No. _____________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                              STARCRAFT CORPORATION
             (Exact name of Registrant as specified in its charter)

           Indiana                                        34-1817634
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

                              Post Office Box 1903
                 2703 College Avenue, Goshen Indiana 46527-1903

               (Address of Principal Executive Offices)(Zip Code)

                 STARCRAFT CORPORATION 1997 STOCK INCENTIVE PLAN
                              (Full title of plan)


                              Michael H. Schoeffler

                              Starcraft Corporation
                                  P.O. Box 1903

                               2703 College Avenue
                           Goshen, Indiana 46527-1903

                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (219) 533-1105

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================================================================================
                                           Proposed Maximum         Proposed
   Title of securities    Amount to be    offering price per    maximum aggregate       Amount of
    to be registered       registered         share (1)        offering price (1)     registration fee
------------------------------------------------------------------------------------------------------------
<S>                       <C>                <C>                 <C>                      <C>
 Common Stock,
    without par value     250,000(2)         $7.5625             $1,890,625               $499.13
============================================================================================================
</TABLE>

(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 bid price and asked  sales  prices  per share of Common
         Stock of Starcraft  Corporation  on February 9, 2000,  as to shares not
         yet subject to options granted under the Plan,  pursuant to Rule 457(c)
         and (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.

<PAGE>

                                     PART I

                           INFORMATION REQUIRED IN THE

                            SECTION 10(a) PROSPECTUS

         Document(s)  containing  information specified by Part I of the form of
Registration  Statement on Form S-8,  promulgated  under the  Securities  Act of
1933, as amended (the "1933 Act"),  will be sent or given to participants in the
Starcraft  Corporation  1997 Stock Incentive  Plan, as amended,  (the "Plan") as
specified  in  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
Commission (the "Commission") under the 1933 Act. Such document(s) are not being
filed with the Commission but constitute (along with the documents  incorporated
by  reference  into  this Form S-8  Registration  Statement  (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 this
Registration Statement:

         (1) The  Annual  Report  on Form  10-K of  Starcraft  Corporation  (the
"Registrant") for the fiscal year ended October 3, 1999;

         (2) The quarterly  report on Form 10-Q of the Registrant for the fiscal
quarter ended January 2, 2000;

         (3) All other  reports  filed  pursuant  to  Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "1934 Act") by the Registrant since October
3, 1999; and

         (4) The description of the capital stock of the Registrant contained in
the  Registrant's  Registration  Statement on Form 8-A, which was filed with the
Commission on June 3, 1993,  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 1934 Act, prior to the
filing of a  post-effective  amendment  which  indicates that all shares offered
hereby have been sold or which  deregisters  all shares then  remaining  unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof from the date they are filed.

Item 4.  Description of Securities.

         Not applicable.

<PAGE>

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Chapter  37  of  the  Indiana  Business  Corporation  Law,  as  amended
("IBCL"),  authorizes  every Indiana  corporation  to indemnify its officers and
directors under certain  circumstances  against liability incurred in connection
with  proceedings  to which the officers or directors are made parties by reason
of  their  relationships  to the  corporation.  Officers  and  directors  may be
indemnified  where  they have  acted in good  faith,  the  action  taken was not
against the interests of the corporation, and the action was lawful or there was
no reason or cause to believe  the action was  unlawful.  Chapter 37 to the IBCL
also  requires  every  Indiana  corporation  to indemnify any of its officers or
directors  (unless limited by the articles of  incorporation of the corporation)
who were wholly  successful  on the merits or  otherwise,  in the defense of any
such proceeding,  against  reasonable  expenses  incurred in connection with the
proceeding.  A corporation  may also,  under certain  circumstances,  pay for or
reimburse the  reasonable  expenses  incurred by an officer or director who is a
party to a proceeding in advance of final disposition of the proceeding.

         Article 10 of the Registrant's  Articles of Incorporation,  pursuant to
authority   contained  in  the  IBCL,   provides  for   indemnification  of  the
Registrant's  officers and directors against expenses,  judgments,  settlements,
penalties and fines that may be incurred by them in connection  with the defense
of any action, suit or proceeding,  or in connection with any appeal therein, to
which they may be made  parties if they acted in good faith and in a manner they
reasonably believed,  in the case of conduct in their official capacity,  was in
the best interest of the Registrant and, in all other cases,  was not opposed to
the best interests of the Registrant and, with respect to any criminal action or
proceeding, they either had reasonable cause to believe their conduct was lawful
or  no  reasonable   cause  to  believe   their   conduct  was  unlawful.   Such
indemnification  is  required  in cases  where the  directors  or  officers  are
successful,  on the merits or otherwise,  in the defense of any claim,  issue or
matter.

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 this 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 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 Securities  and Exchange  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

         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 Goshen, and the State of Indiana, on this 9th day of
February, 2000.

                                               STARCRAFT CORPORATION

                                               By: /s/ Kelly L. Rose
                                                   -----------------------------
                                                    Kelly L. Rose
                                                    Chief Executive Officer

         Each person whose signature  appears below hereby  authorizes  Kelly L.
Rose and Michael H. Schoeffler, and each of them, to file one or more amendments
(including  post-effective  amendments)  to the  registration  statement,  which
amendments may make such changes in the registration statement as either of them
deem appropriate, and each such person hereby appoints Kelly L. Rose and Michael
H. Schoeffler and each of them, as  attorney-in-fact  to execute in the name and
on behalf of each person  individually,  and in each capacity stated below,  any
such amendment to the registration statement.

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
date indicated.

Signature                              Title                 Date

(1)  Principal Executive Officer:


/s/ Kelly L. Rose                      Chief Executive       February 9, 2000
-----------------------------------    Officer
Kelly L. Rose


/s/ Michael H. Schoeffler              President and         February 9, 2000
-----------------------------------    Chief Financial
Michael H. Schoeffler                  Officer


(2)  A Majority of the Board
      of Directors

/s/ Kelly L. Rose                                            February 9, 2000
-----------------------------------
Kelly L. Rose


/s/ David J. Matteson                                        February 8, 2000
-----------------------------------
David J. Matteson


/s/ Allen H. Neuharth                                        February 8, 2000
-----------------------------------
Allen H. Neuharth


/s/ G. Raymond Stults                                        February 8, 2000
-----------------------------------
G. Raymond Stults


/s/ Michael H. Schoeffler                                    February 9, 2000
-----------------------------------
Michael H. Schoeffler



                                       S-2


<PAGE>



                                INDEX TO EXHIBITS

Exhibit No.                         Description

   4.1         Articles of  Incorporation  of the Registrant are incorporated by
               reference  to Exhibit 3.1 of the  Registrant's  Annual  Report on
               Form 10-K for the fiscal year ended October 1, 1995.

   4.2         By-Laws  of the  Registrant  are  incorporated  by  reference  to
               Exhibit 3.2 of the  Registrant's  Annual  Report on Form 10-K for
               the fiscal year ended September 29, 1996.

   5           Opinion  of  Barnes  &  Thornburg  as  to  the  legality  of  the
               securities being registered.

   23.1        Consent of Crowe, Chizek and Company LLP.

   23.2        Consent of Ernst & Young LLP.

   23.3        Consent of Barnes & Thornburg (included as part of Exhibit 5).

   24          Power of  Attorney  (set  forth on page S-1 of this  Registration
               Statement).
[{"type": "S-8", "sequence": "1", "description": "STARCRAFT CORPORATION 1997 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 15119}]
{"company-data": {"conformed-name": "STARCRAFT CORP /IN/", "cik": "0000906473", "assigned-sic": "3716", "irs-number": "351817634", "state-of-incorporation": "IN", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30052", "film-number": "531867"}, "business-address": {"street1": "PO BOX 1903", "street2": "2703 COLLEGE AVE", "city": "GOSHEN", "state": "IN", "zip": "46526", "phone": "2195531105"}, "mail-address": {"street1": "2703 COLLEGE AVENUE", "street2": "POST OFFICE BOX 1903", "city": "GOSHEN", "state": "IN", "zip": "46526"}, "former-company": [{"former-conformed-name": "STARCRAFT CORP        /IN/", "date-changed": "19950728"}, {"former-conformed-name": "STARCRAFT AUTOMOTIVE CORP", "date-changed": "19930604"}]}
Registration No. _____________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                              STARCRAFT CORPORATION
             (Exact name of Registrant as specified in its charter)

           Indiana                                        34-1817634
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

                              Post Office Box 1903
                 2703 College Avenue, Goshen Indiana 46527-1903

               (Address of Principal Executive Offices)(Zip Code)

                 STARCRAFT CORPORATION 1997 STOCK INCENTIVE PLAN
                              (Full title of plan)

                              Michael H. Schoeffler

                              Starcraft Corporation
                                  P.O. Box 1903

                               2703 College Avenue
                           Goshen, Indiana 46527-1903

                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (219) 533-1105

                         CALCULATION OF REGISTRATION FEE
============================================================================================================
                                           Proposed Maximum         Proposed
   Title of securities    Amount to be    offering price per    maximum aggregate       Amount of
    to be registered       registered         share (1)        offering price (1)     registration fee
------------------------------------------------------------------------------------------------------------
Common Stock,
    without par value     250,000(2)         $7.5625             $1,890,625               $499.13
============================================================================================================
(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 bid price and asked  sales  prices  per share of Common
         Stock of Starcraft  Corporation  on February 9, 2000,  as to shares not
         yet subject to options granted under the Plan,  pursuant to Rule 457(c)
         and (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

         Document(s)  containing  information specified by Part I of the form of
Registration  Statement on Form S-8,  promulgated  under the  Securities  Act of
1933, as amended (the "1933 Act"),  will be sent or given to participants in the
Starcraft  Corporation  1997 Stock Incentive  Plan, as amended,  (the "Plan") as
specified  in  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
Commission (the "Commission") under the 1933 Act. Such document(s) are not being
filed with the Commission but constitute (along with the documents  incorporated
by  reference  into  this Form S-8  Registration  Statement  (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 this
Registration Statement:

         (1) The  Annual  Report  on Form  10-K of  Starcraft  Corporation  (the
"Registrant") for the fiscal year ended October 3, 1999;

         (2) The quarterly  report on Form 10-Q of the Registrant for the fiscal
quarter ended January 2, 2000;

         (3) All other  reports  filed  pursuant  to  Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "1934 Act") by the Registrant since October
3, 1999; and

         (4) The description of the capital stock of the Registrant contained in
the  Registrant's  Registration  Statement on Form 8-A, which was filed with the
Commission on June 3, 1993,  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 1934 Act, prior to the
filing of a  post-effective  amendment  which  indicates that all shares offered
hereby have been sold or which  deregisters  all shares then  remaining  unsold,
shall be deemed to be incorporated by reference in this  Registration  Statement
and to be a part hereof 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.

         Chapter  37  of  the  Indiana  Business  Corporation  Law,  as  amended
("IBCL"),  authorizes  every Indiana  corporation  to indemnify its officers and
directors under certain  circumstances  against liability incurred in connection
with  proceedings  to which the officers or directors are made parties by reason
of  their  relationships  to the  corporation.  Officers  and  directors  may be
indemnified  where  they have  acted in good  faith,  the  action  taken was not
against the interests of the corporation, and the action was lawful or there was
no reason or cause to believe  the action was  unlawful.  Chapter 37 to the IBCL
also  requires  every  Indiana  corporation  to indemnify any of its officers or
directors  (unless limited by the articles of  incorporation of the corporation)
who were wholly  successful  on the merits or  otherwise,  in the defense of any
such proceeding,  against  reasonable  expenses  incurred in connection with the
proceeding.  A corporation  may also,  under certain  circumstances,  pay for or
reimburse the  reasonable  expenses  incurred by an officer or director who is a
party to a proceeding in advance of final disposition of the proceeding.

         Article 10 of the Registrant's  Articles of Incorporation,  pursuant to
authority   contained  in  the  IBCL,   provides  for   indemnification  of  the
Registrant's  officers and directors against expenses,  judgments,  settlements,
penalties and fines that may be incurred by them in connection  with the defense
of any action, suit or proceeding,  or in connection with any appeal therein, to
which they may be made  parties if they acted in good faith and in a manner they
reasonably believed,  in the case of conduct in their official capacity,  was in
the best interest of the Registrant and, in all other cases,  was not opposed to
the best interests of the Registrant and, with respect to any criminal action or
proceeding, they either had reasonable cause to believe their conduct was lawful
or  no  reasonable   cause  to  believe   their   conduct  was  unlawful.   Such
indemnification  is  required  in cases  where the  directors  or  officers  are
successful,  on the merits or otherwise,  in the defense of any claim,  issue or
matter.

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 this 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 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 Securities  and Exchange  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

         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 Goshen, and the State of Indiana, on this 9th day of
February, 2000.

                                               STARCRAFT CORPORATION

                                               By: /s/ Kelly L. Rose
                                                   -----------------------------
                                                    Kelly L. Rose
                                                    Chief Executive Officer

         Each person whose signature  appears below hereby  authorizes  Kelly L.
Rose and Michael H. Schoeffler, and each of them, to file one or more amendments
(including  post-effective  amendments)  to the  registration  statement,  which
amendments may make such changes in the registration statement as either of them
deem appropriate, and each such person hereby appoints Kelly L. Rose and Michael
H. Schoeffler and each of them, as  attorney-in-fact  to execute in the name and
on behalf of each person  individually,  and in each capacity stated below,  any
such amendment to the registration statement.

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
date indicated.

Signature                              Title                 Date

(1)  Principal Executive Officer:

/s/ Kelly L. Rose                      Chief Executive       February 9, 2000
-----------------------------------    Officer
Kelly L. Rose

/s/ Michael H. Schoeffler              President and         February 9, 2000
-----------------------------------    Chief Financial
Michael H. Schoeffler                  Officer

(2)  A Majority of the Board
      of Directors

/s/ Kelly L. Rose                                            February 9, 2000
-----------------------------------
Kelly L. Rose

/s/ David J. Matteson                                        February 8, 2000
-----------------------------------
David J. Matteson

/s/ Allen H. Neuharth                                        February 8, 2000
-----------------------------------
Allen H. Neuharth

/s/ G. Raymond Stults                                        February 8, 2000
-----------------------------------
G. Raymond Stults

/s/ Michael H. Schoeffler                                    February 9, 2000
-----------------------------------
Michael H. Schoeffler

                                       S-2
INDEX TO EXHIBITS

Exhibit No.                         Description

   4.1         Articles of  Incorporation  of the Registrant are incorporated by
               reference  to Exhibit 3.1 of the  Registrant's  Annual  Report on
               Form 10-K for the fiscal year ended October 1, 1995.

   4.2         By-Laws  of the  Registrant  are  incorporated  by  reference  to
               Exhibit 3.2 of the  Registrant's  Annual  Report on Form 10-K for
               the fiscal year ended September 29, 1996.

   5           Opinion  of  Barnes  &  Thornburg  as  to  the  legality  of  the
               securities being registered.

   23.1        Consent of Crowe, Chizek and Company LLP.

   23.2        Consent of Ernst & Young LLP.

   23.3        Consent of Barnes & Thornburg (included as part of Exhibit 5).

   24          Power of  Attorney  (set  forth on page S-1 of this  Registration
               Statement).