Registration No. 33-____________
===========================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                            __________________


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

                              MANATRON, INC.
          (Exact name of registrant as specified in its charter)
                            __________________

                 MICHIGAN                               38-1983228
      (State or other jurisdiction of                (I.R.S. employer
      incorporation or organization)             identification number)

                           2970 South 9th Street
                         Kalamazoo, Michigan 49009
            (Address of principal executive offices, zip code)


                       1995 LONG-TERM INCENTIVE PLAN
                         (Full title of the plan)

        PAUL R. SYLVESTER              Copies to:    STEPHEN C. WATERBURY
PRESIDENT, CHIEF EXECUTIVE OFFICER                 WARNER NORCROSS & JUDD LLP
   AND CHIEF FINANCIAL OFFICER                       900 OLD KENT BUILDING
         MANATRON, INC.                              111 LYON STREET, N.W.
      2970 SOUTH 9TH STREET                    GRAND RAPIDS, MICHIGAN 49503-2489
    KALAMAZOO, MICHIGAN 49009
                  (Name and address of agent for service)

                              (616) 375-5300
       (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
         TITLE OF                         PROPOSED MAXIMUM   PROPOSED MAXIMUM
     SECURITIES TO BE       AMOUNT TO BE  OFFERING PRICE         AGGREGATE            AMOUNT OF
        REGISTERED          REGISTERED     PER SHARE<F3>     OFFERING PRICE<F3>    REGISTRATION FEE
<S> <C>                    <C>               <C>              <C>                    <C>
       Common Stock,        500,000<F1>       $1.75<F2>        $875,000.00<F2>        $301.73
     without par value
</TABLE>



<F1> Plus such indeterminate number of additional shares as may be required
     to be issued in the event of an adjustment as a result of an increase
     in the number of issued shares of Common Stock resulting from a
     subdivision of such shares, the payment of a stock dividend, or
     certain other capital adjustments.

<F2> Estimated solely for the purpose of calculating the registration fee.

<F3> The shares that are to be offered on an option basis will be offered
     at a price of not less than 100% of the fair market value of the
     shares of Common Stock of Manatron, Inc. (the "Company") at the date
     of granting of the options, and the registration fee was computed in
     accordance with Rule 457(h).  On March 18, 1996, the mean between the
     high and low prices of the Company's Common Stock on the NASDAQ
     National Market System was $1.75.


===========================================================================


































                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed with the Securities and Exchange
        Commission are incorporated in this registration statement by
        reference:

           (a)  The Registrant's latest annual report filed pursuant to
                Section 13(a) or 15(d) of the Securities Exchange Act of
                1934 (the "Exchange Act").

           (b)  All other reports filed pursuant to Section 13(a) or 15(d)
                of the Exchange Act since the end of the fiscal year covered
                by the annual report referred to in (a) above.

           (c)  The description of the Registrant's Common Stock, no par
                value, which is contained in the Registrant's Registration
                Statement filed under the Exchange Act, including any
                amendment or report filed for the purpose of updating such
                description.

        All documents subsequently filed by the Registrant (also referred to
        as the "Corporation") pursuant to Sections 13(a), 13(c), 14, and 15(d)
        of the Exchange 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 remaining unsold, shall be deemed to
        be incorporated by reference in this registration statement and to be
        a part of this registration statement from the date of filing of such
        documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Stephen C. Waterbury, a director and shareholder of Manatron,
        holds and is eligible to receive options under various stock
        option plans and is a partner of Warner Norcross & Judd LLP,
        general counsel of the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Under Sections 561-567 of the Michigan Business Corporation Act,
        directors and officers of a Michigan corporation may be entitled
        to indemnification by the corporation against judgments, expenses,
        fines, and amounts paid by the director or officer in settlement
        of claims brought against them by third persons or by or in the
        right of the corporation if those directors and officers acted in
        good faith and in a manner reasonably believed to be in, or not
        opposed to, the best interests of the corporation or its
        shareholders.

        The Registrant is obligated under its Articles of Incorporation
        and Bylaws to indemnify a present or former director or executive
        officer of the Registrant and may indemnify any other person to
        the fullest extent now or hereafter permitted by law in connection
        with any actual or threatened civil, criminal, administrative or
        investigative action, suit or proceeding arising out of their past
        or future service to the Registrant or a subsidiary, or to another
        organization at the request of the Registrant or a subsidiary.

        The Registrant has entered into indemnity agreements with each
        director and executive officer of the Registrant ("Executives").
        The agreements indemnify each Executive against all expenses
        incurred in connection with any action or investigation involving
        the Executive by reason of his or her position with the Registrant
        (or with another entity at the Registrant's request).  The
        Executives will also be indemnified for costs, including
        judgments, fines and penalties, indemnifiable under applicable law
        or under the terms of any current or future liability insurance
        policy maintained by the Registrant that covers the Executives. 
        An Executive involved in a derivative suit will be indemnified for
        expenses and amounts paid in settlement.  Indemnification is
        dependent in every instance on the Executive meeting the standards
        of conduct set forth in the indemnity agreements.  In the event of
        a potential change in control, the Registrant may fund a trust to
        satisfy its anticipated indemnification obligations.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        The following exhibits have been filed as part of this
        registration statement:

        EXHIBIT
        NUMBER                        DOCUMENT

          4(a)    The Corporation's Restated Articles of Incorporation,
                  filed as an exhibit to the Corporation's Form 10-K
                  Annual Report for the fiscal year ended April 30, 1987,
                  are incorporated herein by reference.





                      II-2
          4(b)    The Corporation's Bylaws, filed as an exhibit to the
                  Corporation's Form 10-K Annual Report for the fiscal
                  year ended April 30, 1987, are incorporated herein by
                  reference.

          4(c)    Manatron, Inc. 1995 Long-Term Incentive Plan.

          4(d)    Sample Incentive Stock Option Agreement.

          5       Opinion Regarding Legality of Securities Offered.

         23(a)    Consent of Warner Norcross & Judd LLP--Included in
                  Exhibit 5 and incorporated herein by reference.

         23(b)    Consent of Arthur Andersen LLP

         24       Powers of Attorney.

ITEM 9. UNDERTAKINGS.

        (a)  The undersigned Registrant hereby undertakes:

             (1)  To file, during any period in which offers or sales are
        being made, a post-effective amendment to this registration
        statement;

                  (i)  To include any prospectus required by Section
             10(a)(3) of the Securities Act of 1933 (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
             thereto) 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 paragraphs (a)(1)(i) and (a)(1)(ii) do
        not apply if the information required to be included in a post-
        effective amendment by those paragraphs is contained in periodic
        reports filed by the Registrant pursuant to Section 13 or 15(d)
        of the Exchange Act that are incorporated by reference in this
        registration statement.




                      II-3
             (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.

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

        (b)  The undersigned Registrant hereby undertakes that, for
     purposes of determining liability under the 1933 Act, each filing of
     the Registrant's annual report pursuant to Section 13(a) or 15(d) of
     the Exchange Act that is incorporated by reference in the registration
     statement shall be deemed to be a new registration statement relating
     to the securities offered therein, and the offering of such securities
     at that time shall be deemed to be the initial BONA FIDE offering
     thereof.

        (h)  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.














                      II-4
                                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 Kalamazoo, State of Michigan, on
the 22nd day of March, 1996.


                                  MANATRON, INC.


                                  By  /S/ PAUL R. SYLVESTER
                                      Paul R. Sylvester
                                      President, Chief Executive Officer
                                      and Chief Financial 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                        DATE


  GENE BLEDSOE*           Director                    March 22, 1996
  Gene Bledsoe


  /S/ PAUL R. SYLVESTER   President, Chief Execu-     March 22, 1996
  Paul R. Sylvester         tive Officer, Chief
                            Financial Officer and
                            Director (Principal
                            executive, financial
                            and accounting officer)


_______________________   Director                    March 22, 1996
  Richard J. Holloman


_______________________   Director                    March 22, 1996
  Allen F. Peat






                      II-5
    SIGNATURE                TITLE                        DATE


_______________________   Director                    March 22, 1996
  Douglas A. Peat


  RANDALL L. PEAT*        Chairman of the             March 22, 1996
  Randall L. Peat           Board and Director


  JANE M. RIX*            Director                    March 22, 1996
  Jane M. Rix


  MELVIN J. TRUMBLE*      Director                    March 22, 1996
  Melvin J. Trumble


  HARRY C. VORYS*         Director                    March 22, 1996
  Harry C. Vorys


  STEPHEN C. WATERBURY*   Director                    March 22, 1996
  Stephen C. Waterbury







*By   /S/ PAUL R. SYLVESTER
      Paul R. Sylvester
      Attorney-in-Fact
















                      II-6
                                         COMMISSION FILE NO. 33-___________

===========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549








                                 EXHIBITS



                                    TO



                                 FORM S-8



                          REGISTRATION STATEMENT
















                              MANATRON, INC.
                           2970 SOUTH 9TH STREET
                         KALAMAZOO, MICHIGAN 49009
                              (616) 375-5300





                               EXHIBIT INDEX

                                                         SEQUENTIALLY
EXHIBIT                                                    NUMBERED
NUMBER                       DOCUMENT                        PAGE

  4(a)        The Corporation's Restated Articles of           *
              Incorporation, filed as an exhibit to the
              Corporation's Form 10-K Annual Report for
              the fiscal year ended April 30, 1987, are
              incorporated herein by reference.

  4(b)        The Corporation's Bylaws, filed as an            *
              exhibit to the Corporation's Form 10-K
              Annual Report for the fiscal year ended
              April 30, 1987, are incorporated herein
              by reference.

  4(c)        Manatron, Inc. 1995 Long-Term Incentive Plan.

  4(d)        Sample Incentive Stock Option Agreement.

  5           Opinion Regarding Legality of Securities
              Offered.

 23(a)        Consent of Warner Norcross & Judd LLP            *
              (included in Exhibit 5 are incorporated
              herein by reference).

 23(b)        Consent of Arthur Andersen LLP

 24           Powers of Attorney.






*Incorporated by reference
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16831}]
{"company-data": {"conformed-name": "MANATRON INC", "cik": "0000798736", "assigned-sic": "7373", "irs-number": "381983228", "state-of-incorporation": "MI", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01885", "film-number": "96537454"}, "business-address": {"street1": "2970 SOUTH 9TH STREET", "city": "KALAMAZOO", "state": "MI", "zip": "49009", "phone": "6163755300"}, "mail-address": {"street1": "2970 SOUTH 9TH ST", "city": "KALAMAZOO", "state": "MI", "zip": "49009"}}
Registration No. 33-____________
===========================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                            __________________

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

                              MANATRON, INC.
          (Exact name of registrant as specified in its charter)
                            __________________

                 MICHIGAN                               38-1983228
      (State or other jurisdiction of                (I.R.S. employer
      incorporation or organization)             identification number)

                           2970 South 9th Street
                         Kalamazoo, Michigan 49009
            (Address of principal executive offices, zip code)

                       1995 LONG-TERM INCENTIVE PLAN
                         (Full title of the plan)

        PAUL R. SYLVESTER              Copies to:    STEPHEN C. WATERBURY
PRESIDENT, CHIEF EXECUTIVE OFFICER                 WARNER NORCROSS & JUDD LLP
   AND CHIEF FINANCIAL OFFICER                       900 OLD KENT BUILDING
         MANATRON, INC.                              111 LYON STREET, N.W.
      2970 SOUTH 9TH STREET                    GRAND RAPIDS, MICHIGAN 49503-2489
    KALAMAZOO, MICHIGAN 49009
                  (Name and address of agent for service)

                              (616) 375-5300
       (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
TITLE OF                         PROPOSED MAXIMUM   PROPOSED MAXIMUM
     SECURITIES TO BE       AMOUNT TO BE  OFFERING PRICE         AGGREGATE            AMOUNT OF
        REGISTERED          REGISTERED     PER SHARE
OFFERING PRICE
REGISTRATION FEE
Common Stock,        500,000
$1.75
$875,000.00
$301.73
     without par value
Plus such indeterminate number of additional shares as may be required
     to be issued in the event of an adjustment as a result of an increase
     in the number of issued shares of Common Stock resulting from a
     subdivision of such shares, the payment of a stock dividend, or
     certain other capital adjustments.
Estimated solely for the purpose of calculating the registration fee.
The shares that are to be offered on an option basis will be offered
     at a price of not less than 100% of the fair market value of the
     shares of Common Stock of Manatron, Inc. (the "Company") at the date
     of granting of the options, and the registration fee was computed in
     accordance with Rule 457(h).  On March 18, 1996, the mean between the
     high and low prices of the Company's Common Stock on the NASDAQ
     National Market System was $1.75.

===========================================================================

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed with the Securities and Exchange
        Commission are incorporated in this registration statement by
        reference:

           (a)  The Registrant's latest annual report filed pursuant to
                Section 13(a) or 15(d) of the Securities Exchange Act of
                1934 (the "Exchange Act").

           (b)  All other reports filed pursuant to Section 13(a) or 15(d)
                of the Exchange Act since the end of the fiscal year covered
                by the annual report referred to in (a) above.

           (c)  The description of the Registrant's Common Stock, no par
                value, which is contained in the Registrant's Registration
                Statement filed under the Exchange Act, including any
                amendment or report filed for the purpose of updating such
                description.

        All documents subsequently filed by the Registrant (also referred to
        as the "Corporation") pursuant to Sections 13(a), 13(c), 14, and 15(d)
        of the Exchange 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 remaining unsold, shall be deemed to
        be incorporated by reference in this registration statement and to be
        a part of this registration statement from the date of filing of such
        documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Stephen C. Waterbury, a director and shareholder of Manatron,
        holds and is eligible to receive options under various stock
        option plans and is a partner of Warner Norcross & Judd LLP,
        general counsel of the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Under Sections 561-567 of the Michigan Business Corporation Act,
        directors and officers of a Michigan corporation may be entitled
        to indemnification by the corporation against judgments, expenses,
        fines, and amounts paid by the director or officer in settlement
        of claims brought against them by third persons or by or in the
        right of the corporation if those directors and officers acted in
        good faith and in a manner reasonably believed to be in, or not
        opposed to, the best interests of the corporation or its
        shareholders.

        The Registrant is obligated under its Articles of Incorporation
        and Bylaws to indemnify a present or former director or executive
        officer of the Registrant and may indemnify any other person to
        the fullest extent now or hereafter permitted by law in connection
        with any actual or threatened civil, criminal, administrative or
        investigative action, suit or proceeding arising out of their past
        or future service to the Registrant or a subsidiary, or to another
        organization at the request of the Registrant or a subsidiary.

        The Registrant has entered into indemnity agreements with each
        director and executive officer of the Registrant ("Executives").
        The agreements indemnify each Executive against all expenses
        incurred in connection with any action or investigation involving
        the Executive by reason of his or her position with the Registrant
        (or with another entity at the Registrant's request).  The
        Executives will also be indemnified for costs, including
        judgments, fines and penalties, indemnifiable under applicable law
        or under the terms of any current or future liability insurance
        policy maintained by the Registrant that covers the Executives. 
        An Executive involved in a derivative suit will be indemnified for
        expenses and amounts paid in settlement.  Indemnification is
        dependent in every instance on the Executive meeting the standards
        of conduct set forth in the indemnity agreements.  In the event of
        a potential change in control, the Registrant may fund a trust to
        satisfy its anticipated indemnification obligations.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        The following exhibits have been filed as part of this
        registration statement:

        EXHIBIT
        NUMBER                        DOCUMENT

          4(a)    The Corporation's Restated Articles of Incorporation,
                  filed as an exhibit to the Corporation's Form 10-K
                  Annual Report for the fiscal year ended April 30, 1987,
                  are incorporated herein by reference.

                      II-2
          4(b)    The Corporation's Bylaws, filed as an exhibit to the
                  Corporation's Form 10-K Annual Report for the fiscal
                  year ended April 30, 1987, are incorporated herein by
                  reference.

          4(c)    Manatron, Inc. 1995 Long-Term Incentive Plan.

          4(d)    Sample Incentive Stock Option Agreement.

          5       Opinion Regarding Legality of Securities Offered.

         23(a)    Consent of Warner Norcross & Judd LLP--Included in
                  Exhibit 5 and incorporated herein by reference.

         23(b)    Consent of Arthur Andersen LLP

         24       Powers of Attorney.

ITEM 9. UNDERTAKINGS.

        (a)  The undersigned Registrant hereby undertakes:

             (1)  To file, during any period in which offers or sales are
        being made, a post-effective amendment to this registration
        statement;

                  (i)  To include any prospectus required by Section
             10(a)(3) of the Securities Act of 1933 (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
             thereto) 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 paragraphs (a)(1)(i) and (a)(1)(ii) do
        not apply if the information required to be included in a post-
        effective amendment by those paragraphs is contained in periodic
        reports filed by the Registrant pursuant to Section 13 or 15(d)
        of the Exchange Act that are incorporated by reference in this
        registration statement.

                      II-3
             (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.

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

        (b)  The undersigned Registrant hereby undertakes that, for
     purposes of determining liability under the 1933 Act, each filing of
     the Registrant's annual report pursuant to Section 13(a) or 15(d) of
     the Exchange Act that is incorporated by reference in the registration
     statement shall be deemed to be a new registration statement relating
     to the securities offered therein, and the offering of such securities
     at that time shall be deemed to be the initial BONA FIDE offering
     thereof.

        (h)  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.

                      II-4
                                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 Kalamazoo, State of Michigan, on
the 22nd day of March, 1996.

                                  MANATRON, INC.

                                  By  /S/ PAUL R. SYLVESTER
                                      Paul R. Sylvester
                                      President, Chief Executive Officer
                                      and Chief Financial 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                        DATE

  GENE BLEDSOE*           Director                    March 22, 1996
  Gene Bledsoe

  /S/ PAUL R. SYLVESTER   President, Chief Execu-     March 22, 1996
  Paul R. Sylvester         tive Officer, Chief
                            Financial Officer and
                            Director (Principal
                            executive, financial
                            and accounting officer)

_______________________   Director                    March 22, 1996
  Richard J. Holloman

_______________________   Director                    March 22, 1996
  Allen F. Peat

                      II-5
    SIGNATURE                TITLE                        DATE

_______________________   Director                    March 22, 1996
  Douglas A. Peat

  RANDALL L. PEAT*        Chairman of the             March 22, 1996
  Randall L. Peat           Board and Director

  JANE M. RIX*            Director                    March 22, 1996
  Jane M. Rix

  MELVIN J. TRUMBLE*      Director                    March 22, 1996
  Melvin J. Trumble

  HARRY C. VORYS*         Director                    March 22, 1996
  Harry C. Vorys

  STEPHEN C. WATERBURY*   Director                    March 22, 1996
  Stephen C. Waterbury

*By   /S/ PAUL R. SYLVESTER
      Paul R. Sylvester
      Attorney-in-Fact

                      II-6
                                         COMMISSION FILE NO. 33-___________

===========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 EXHIBITS

                                    TO

                                 FORM S-8

                          REGISTRATION STATEMENT

                              MANATRON, INC.
                           2970 SOUTH 9TH STREET
                         KALAMAZOO, MICHIGAN 49009
                              (616) 375-5300

                               EXHIBIT INDEX

                                                         SEQUENTIALLY
EXHIBIT                                                    NUMBERED
NUMBER                       DOCUMENT                        PAGE

  4(a)        The Corporation's Restated Articles of           *
              Incorporation, filed as an exhibit to the
              Corporation's Form 10-K Annual Report for
              the fiscal year ended April 30, 1987, are
              incorporated herein by reference.

  4(b)        The Corporation's Bylaws, filed as an            *
              exhibit to the Corporation's Form 10-K
              Annual Report for the fiscal year ended
              April 30, 1987, are incorporated herein
              by reference.

  4(c)        Manatron, Inc. 1995 Long-Term Incentive Plan.

  4(d)        Sample Incentive Stock Option Agreement.

  5           Opinion Regarding Legality of Securities
              Offered.

 23(a)        Consent of Warner Norcross & Judd LLP            *
              (included in Exhibit 5 are incorporated
              herein by reference).

 23(b)        Consent of Arthur Andersen LLP

 24           Powers of Attorney.

*Incorporated by reference