<PAGE>
                                          Registration No. 333-____________
===========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 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)


                              MANATRON, INC.
                   EMPLOYEE STOCK PURCHASE PLAN OF 1998
                         (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 49503-2487
     KALAMAZOO, MICHIGAN 49009

                   (Name and Address of Agent For Service)

                              (616) 375-6300
       (Telephone Number, Including Area Code, of Agent For Service)

<TABLE>
                      CALCULATION OF REGISTRATION FEE
<CAPTION>
       TITLE OF                          PROPOSED MAXIMUM      PROPOSED MAXIMUM
   SECURITIES TO BE     AMOUNT TO BE      OFFERING PRICE           AGGREGATE             AMOUNT OF
      REGISTERED         REGISTERED     PER SHARE<F1><F2>    OFFERING PRICE<F1><F2>   REGISTRATION FEE
<S> <C>             <C>                      <C>                   <C>                   <C>
     Common Stock,   100,000 shares<F3>       $5.00                 $500,000              $139.00
     no par value

<PAGE>
<FN>
<F1> Estimated solely for the purpose of calculating the registration fee.
<F2> On December 21, 1998, the last sales price of the Common Stock of
     Manatron, Inc. was $5.00 per share.  The registration fee is computed
     in accordance with Rule 457(h) and (c).
<F3> Plus an 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 stock dividends or certain
     other capital adjustments.
</FN>
</TABLE>
===========================================================================





































<PAGE>
                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by Manatron, Inc. (the "COMPANY" or
the "REGISTRANT") with the Securities and Exchange Commission are
incorporated in this registration statement by reference:

          (a)  The Registrant's Annual Report on Form 10-K for the
     year ended April 30, 1998.

          (b)  All other reports filed pursuant to Section 13(a) or
     15(d) of the Securities Exchange Act of 1934, as amended (the
     "EXCHANGE ACT") since the end of the Registrant's latest fiscal
     year covered by the financial statements included in the Annual
     Report referred to in (a) above.

          (c)  The registration statement on Form 8-A for the
     Registrant's Common Stock, containing a description of such
     stock, filed with the Commission.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act before the filing
of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities remaining unsold from the
date of filing of such documents 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.

          The class of securities to be offered is registered under Section
12 of the Exchange Act.  A description of such securities has been
incorporated by reference in Item 3(c) above.

ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Company's Restated Articles of Incorporation and Bylaws
generally require the Company to indemnify its directors and officers to
the fullest extent permissible under Michigan law against all expenses


                                      -2-
<PAGE>
(including amounts paid in settlement) incurred in any proceeding (whether
or not such proceeding was by or in the right of the Company, a subsidiary
or otherwise) in which they were a party because of their position as a
director or officer of the Company or because they served at the request of
the Company as a director, officer, employee or agent of another
corporation or entity.  The provision also provides for the advancement of
litigation expenses at the request of a director or officer under certain
circumstances.

          Michigan law generally permits indemnification of expenses
incurred in the defense or settlement of a derivative or third-party
action, provided that there is a determination by a quorum of a majority
vote of disinterested directors, or if such a quorum cannot be obtained, by
a majority vote of a committee designated by the board which consists of
two or more disinterested directors, or if there are no such directors, or
if such directors so direct, by independent legal counsel in a written
opinion, or by all independent directors who are not parties to the action
or by the shareholders, that the person seeking indemnification acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to a
criminal proceeding, which the person had no reasonable cause to believe
the person's conduct was unlawful.  Without court approval, however, no
indemnification may be made in respect of any derivative action in which
the person is adjudged liable to the corporation.  Michigan law requires
indemnification of expenses when the individual being indemnified has
successfully defended the action on the merits or otherwise.

          All of the above provisions could affect the liability of the
Company's directors and officers in their capacities as such.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          The following exhibits are filed or incorporated by reference as
part of this registration statement:

EXHIBIT
NUMBER    DOCUMENT

4.1       Restated Articles of Incorporation.  Previously filed as an
          exhibit to the Company's Form 10-K Annual Report for the fiscal
          year ended April 30, 1995, and incorporated herein by reference.




                                      -3-
<PAGE>
4.2       Bylaws.  Previously filed as an exhibit to the Company's Form 10-
          K Annual Report for the fiscal year ended April 30, 1995, and
          incorporated herein by reference.

4.3       Revolving Credit Loan Agreement.  Previously filed as an exhibit
          to the Company's Form 8-K Current Report dated November 11, 1994,
          and incorporated herein by reference.

4.4       First Amendment to Revolving Credit Agreement.  Previously filed
          as an exhibit to the Company's Form 10-K Annual Report for the
          fiscal year ended April 30, 1996, and incorporated herein by
          reference.

4.5       Second Amendment to Revolving Credit Agreement.  Previously filed
          as an exhibit to the Company's Form 10-K Annual Report for the
          fiscal year ended April 30, 1996, and incorporated herein by
          reference.

4.6       Rights Agreement dated June 2, 1997 between Manatron, Inc. and
          Registrar and Transfer Company.  Previously filed as an exhibit
          to the Company's Form 8-A filed on June 11, 1997, and
          incorporated herein by reference.

5         Opinion of Legal Counsel.

23.1      Consent of Arthur Andersen LLP.

23.2      Consent of Legal Counsel.  Included in Exhibit 5 above.

24        Power 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;

                    (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


                                      -4-
<PAGE>
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease
               in volume of securities offered (if the total dollar
               value of securities offered would not exceed that which
               was registered) and any deviation from the low or high
               end of the estimated maximum offering range may be
               reflected in the form of prospectus filed with the
               Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price represent no
               more than 20 percent change in the maximum aggregate
               offering price set forth in the "Calculation of
               Registration Fee" table in the effective 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 registration statement is on Form S-3,
          Form S-8 or Form F-3, and the information required to be
          included in a post-effective amendment by those paragraphs
          is contained in periodic reports filed with or furnished to
          the Commission by the registrant pursuant to Section 13 or
          15(d) of the Securities Exchange Act of 1934 that are
          incorporated by reference in the registration statement.

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

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

          (b)  The undersigned registrant hereby undertakes that, for
     purposes of determining any liability under the Securities Act of
     1933, each filing of the registrant's annual report pursuant to
     Section 13(a) or 15(d) of the Securities Exchange Act of 1934
     (and, where applicable, each filing of an employee benefit plan's
     annual report pursuant to Section 15(d) of the Securities
     Exchange Act of 1934) that is incorporated by reference in the


                                      -5-
<PAGE>
     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 Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such
     issue.

























                                      -6-
<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 Kalamazoo, state of
Michigan, on this 22nd day of December 22, 1998.


                             MANATRON, INC.


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



 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



/S/ PAUL R. SYLVESTER        Director (Principal         December 22, 1998
Paul R. Sylvester            Executive Officer)


*/S/ RANDALL L. PEAT         Director                    December 22, 1998
Randall L. Peat


________________________     Director                    ____________, 1998
Richard J. Holloman


*/S/ DOUGLAS A. PEAT         Director                    December 22, 1998
Douglas A. Peat


*/S/ JANE M. RIX             Director                    December 22, 1998
Jane M. Rix


                                      -7-
<PAGE>

*/S/ STEPHEN C. WATERBURY    Director                    December 22, 1998
Stephen C. Waterbury


________________________     Director                    ____________, 1998
Harry C. Vorys


*/S/ GENE BLEDSOE            Director                    December 22, 1998
Gene Bledsoe


*/S/ ALLEN F. PEAT           Director                    December 22, 1998
Allen F. Peat


*/S/ JOSEPH ZALEWSKI         Vice President-Finance      December 22, 1998
Joseph Zalewski              and Chief Financial
                             Officer (Principal
                             Financial and Accounting
                             Officer)


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






















                                      -8-
<PAGE>
                             INDEX TO EXHIBITS


EXHIBIT
NUMBER   DOCUMENT

4.1      Restated Articles of Incorporation.  Previously filed as an
         exhibit to the Company's Form 10-K Annual Report for the fiscal
         year ended April 30, 1995, and incorporated herein by reference.

4.2      Bylaws.  Previously filed as an exhibit to the Company's Form 10-
         K Annual Report for the fiscal year ended April 30, 1995, and
         incorporated herein by reference.

4.3      Revolving Credit Loan Agreement.  Previously filed as an exhibit
         to the Company's Form 8-K Current Report dated November 11, 1994,
         and incorporated herein by reference.

4.4      First Amendment to Revolving Credit Agreement.  Previously filed
         as an exhibit to the Company's Form 10-K Annual Report for the
         fiscal year ended April 30, 1996, and incorporated herein by
         reference.

4.5      Second Amendment to Revolving Credit Agreement.  Previously filed
         as an exhibit to the Company's Form 10-K Annual Report for the
         fiscal year ended April 30, 1996, and incorporated herein by
         reference.

4.6      Rights Agreement dated June 2, 1997 between Manatron, Inc. and
         Registrar and Transfer Company.  Previously filed as an exhibit
         to the Company's Form 8-A filed on June 11, 1997, and
         incorporated herein by reference.

5        Opinion of Legal Counsel.

23.1     Consent of Arthur Andersen LLP.

23.2     Consent of Legal Counsel.  Included in Exhibit 5 above.

24       Power of Attorney.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17756}]
{"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": "333-69599", "film-number": "98774775"}, "business-address": {"street1": "2970 S 9TH ST", "city": "KALAMAZOO", "state": "MI", "zip": "49009", "phone": "6163755300"}, "mail-address": {"street1": "2970 SOUTH 9TH ST", "city": "KALAMAZOO", "state": "MI", "zip": "49009"}}
Registration No. 333-____________
===========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 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)

                              MANATRON, INC.
                   EMPLOYEE STOCK PURCHASE PLAN OF 1998
                         (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 49503-2487
     KALAMAZOO, MICHIGAN 49009

                   (Name and Address of Agent For Service)

                              (616) 375-6300
       (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,   100,000 shares
$5.00                 $500,000              $139.00
     no par value
Estimated solely for the purpose of calculating the registration fee.
On December 21, 1998, the last sales price of the Common Stock of
     Manatron, Inc. was $5.00 per share.  The registration fee is computed
     in accordance with Rule 457(h) and (c).
Plus an 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 stock dividends or certain
     other capital adjustments.
===========================================================================
PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by Manatron, Inc. (the "COMPANY" or
the "REGISTRANT") with the Securities and Exchange Commission are
incorporated in this registration statement by reference:

          (a)  The Registrant's Annual Report on Form 10-K for the
     year ended April 30, 1998.

          (b)  All other reports filed pursuant to Section 13(a) or
     15(d) of the Securities Exchange Act of 1934, as amended (the
     "EXCHANGE ACT") since the end of the Registrant's latest fiscal
     year covered by the financial statements included in the Annual
     Report referred to in (a) above.

          (c)  The registration statement on Form 8-A for the
     Registrant's Common Stock, containing a description of such
     stock, filed with the Commission.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act before the filing
of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities remaining unsold from the
date of filing of such documents 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.

          The class of securities to be offered is registered under Section
12 of the Exchange Act.  A description of such securities has been
incorporated by reference in Item 3(c) above.

ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          The Company's Restated Articles of Incorporation and Bylaws
generally require the Company to indemnify its directors and officers to
the fullest extent permissible under Michigan law against all expenses

                                      -2-
(including amounts paid in settlement) incurred in any proceeding (whether
or not such proceeding was by or in the right of the Company, a subsidiary
or otherwise) in which they were a party because of their position as a
director or officer of the Company or because they served at the request of
the Company as a director, officer, employee or agent of another
corporation or entity.  The provision also provides for the advancement of
litigation expenses at the request of a director or officer under certain
circumstances.

          Michigan law generally permits indemnification of expenses
incurred in the defense or settlement of a derivative or third-party
action, provided that there is a determination by a quorum of a majority
vote of disinterested directors, or if such a quorum cannot be obtained, by
a majority vote of a committee designated by the board which consists of
two or more disinterested directors, or if there are no such directors, or
if such directors so direct, by independent legal counsel in a written
opinion, or by all independent directors who are not parties to the action
or by the shareholders, that the person seeking indemnification acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to a
criminal proceeding, which the person had no reasonable cause to believe
the person's conduct was unlawful.  Without court approval, however, no
indemnification may be made in respect of any derivative action in which
the person is adjudged liable to the corporation.  Michigan law requires
indemnification of expenses when the individual being indemnified has
successfully defended the action on the merits or otherwise.

          All of the above provisions could affect the liability of the
Company's directors and officers in their capacities as such.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          The following exhibits are filed or incorporated by reference as
part of this registration statement:

EXHIBIT
NUMBER    DOCUMENT

4.1       Restated Articles of Incorporation.  Previously filed as an
          exhibit to the Company's Form 10-K Annual Report for the fiscal
          year ended April 30, 1995, and incorporated herein by reference.

                                      -3-
4.2       Bylaws.  Previously filed as an exhibit to the Company's Form 10-
          K Annual Report for the fiscal year ended April 30, 1995, and
          incorporated herein by reference.

4.3       Revolving Credit Loan Agreement.  Previously filed as an exhibit
          to the Company's Form 8-K Current Report dated November 11, 1994,
          and incorporated herein by reference.

4.4       First Amendment to Revolving Credit Agreement.  Previously filed
          as an exhibit to the Company's Form 10-K Annual Report for the
          fiscal year ended April 30, 1996, and incorporated herein by
          reference.

4.5       Second Amendment to Revolving Credit Agreement.  Previously filed
          as an exhibit to the Company's Form 10-K Annual Report for the
          fiscal year ended April 30, 1996, and incorporated herein by
          reference.

4.6       Rights Agreement dated June 2, 1997 between Manatron, Inc. and
          Registrar and Transfer Company.  Previously filed as an exhibit
          to the Company's Form 8-A filed on June 11, 1997, and
          incorporated herein by reference.

5         Opinion of Legal Counsel.

23.1      Consent of Arthur Andersen LLP.

23.2      Consent of Legal Counsel.  Included in Exhibit 5 above.

24        Power 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;

                    (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

                                      -4-
information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease
               in volume of securities offered (if the total dollar
               value of securities offered would not exceed that which
               was registered) and any deviation from the low or high
               end of the estimated maximum offering range may be
               reflected in the form of prospectus filed with the
               Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price represent no
               more than 20 percent change in the maximum aggregate
               offering price set forth in the "Calculation of
               Registration Fee" table in the effective 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 registration statement is on Form S-3,
          Form S-8 or Form F-3, and the information required to be
          included in a post-effective amendment by those paragraphs
          is contained in periodic reports filed with or furnished to
          the Commission by the registrant pursuant to Section 13 or
          15(d) of the Securities Exchange Act of 1934 that are
          incorporated by reference in the registration statement.

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

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

          (b)  The undersigned registrant hereby undertakes that, for
     purposes of determining any liability under the Securities Act of
     1933, each filing of the registrant's annual report pursuant to
     Section 13(a) or 15(d) of the Securities Exchange Act of 1934
     (and, where applicable, each filing of an employee benefit plan's
     annual report pursuant to Section 15(d) of the Securities
     Exchange Act of 1934) that is incorporated by reference in the

                                      -5-
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 Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such
     issue.

                                      -6-
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 Kalamazoo, state of
Michigan, on this 22nd day of December 22, 1998.

                             MANATRON, INC.

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

 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

/S/ PAUL R. SYLVESTER        Director (Principal         December 22, 1998
Paul R. Sylvester            Executive Officer)

*/S/ RANDALL L. PEAT         Director                    December 22, 1998
Randall L. Peat

________________________     Director                    ____________, 1998
Richard J. Holloman

*/S/ DOUGLAS A. PEAT         Director                    December 22, 1998
Douglas A. Peat

*/S/ JANE M. RIX             Director                    December 22, 1998
Jane M. Rix

                                      -7-
*/S/ STEPHEN C. WATERBURY    Director                    December 22, 1998
Stephen C. Waterbury

________________________     Director                    ____________, 1998
Harry C. Vorys

*/S/ GENE BLEDSOE            Director                    December 22, 1998
Gene Bledsoe

*/S/ ALLEN F. PEAT           Director                    December 22, 1998
Allen F. Peat

*/S/ JOSEPH ZALEWSKI         Vice President-Finance      December 22, 1998
Joseph Zalewski              and Chief Financial
                             Officer (Principal
                             Financial and Accounting
                             Officer)

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

                                      -8-
INDEX TO EXHIBITS

EXHIBIT
NUMBER   DOCUMENT

4.1      Restated Articles of Incorporation.  Previously filed as an
         exhibit to the Company's Form 10-K Annual Report for the fiscal
         year ended April 30, 1995, and incorporated herein by reference.

4.2      Bylaws.  Previously filed as an exhibit to the Company's Form 10-
         K Annual Report for the fiscal year ended April 30, 1995, and
         incorporated herein by reference.

4.3      Revolving Credit Loan Agreement.  Previously filed as an exhibit
         to the Company's Form 8-K Current Report dated November 11, 1994,
         and incorporated herein by reference.

4.4      First Amendment to Revolving Credit Agreement.  Previously filed
         as an exhibit to the Company's Form 10-K Annual Report for the
         fiscal year ended April 30, 1996, and incorporated herein by
         reference.

4.5      Second Amendment to Revolving Credit Agreement.  Previously filed
         as an exhibit to the Company's Form 10-K Annual Report for the
         fiscal year ended April 30, 1996, and incorporated herein by
         reference.

4.6      Rights Agreement dated June 2, 1997 between Manatron, Inc. and
         Registrar and Transfer Company.  Previously filed as an exhibit
         to the Company's Form 8-A filed on June 11, 1997, and
         incorporated herein by reference.

5        Opinion of Legal Counsel.

23.1     Consent of Arthur Andersen LLP.

23.2     Consent of Legal Counsel.  Included in Exhibit 5 above.

24       Power of Attorney.