Registration No. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   1ST BANCORP
             (Exact name of Registrant as specified in its charter)

             Indiana                                       35-1775411
 (State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                        Identification No.)


         101 North Third Street
           Vincennes, Indiana                                  47591
(Address of  Principal Executive Offices)                   (Zip Code)

                  1ST BANCORP 1997 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

           FRANK D. BARACANI                              Copy to:
 President and Chief Executive Officer             CLAUDIA V. SWHIER, ESQ.
              1ST BANCORP                            Barnes & Thornburg
        101 North Third Street                  1313 Merchants Bank Building
       Vincennes, Indiana 47591                     11 S. Meridian Street
(Name and address of agent for service)         Indianapolis, Indiana  46204

          (Telephone number, including area code, of agent for service)
                                                            (812) 882-4528

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                     Proposed        Proposed
  Title of                            maximum         maximum        Amount
 securities            Amount        offering        aggregate         of
    to be               to be        price per       offering     registration 
 registered           registered      share(1)       price(1)         fee

--------------------------------------------------------------------------------
Common Stock,
$1.00 par value        15,000         $30.875     $463,875          $159.70
================================================================================


(1)    Estimated  solely  to  determine  the  registration  fee and based on the
       average of the high and low sales prices per share of Common Stock of 1ST
       BANCORP on September 25, 1996, 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 1 of 8 Pages
                             Exhibit Index on Page 6
<PAGE>

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         Document(s) containing information specified by Part I of this Form S-8
Registration  Statement  ("Registration  Statement")  will be sent or  given  to
participants  in the 1ST BANCORP 1997 Employee  Stock Purchase Plan (the "Plan")
as  specified  in Rule  428(b)(1)  promulgated  by the  Securities  and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"1933  Act").  Such  document(s)  are not being  filed with the  Commission  but
constitute   (along  with  the  documents   incorporated  by  reference  in  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 1ST BANCORP (the  "Registrant")  for
         the year ended June 30, 1996;

(2)      All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
         Securities  Exchange  Act of 1934 (the  "1934  Act") by the  Registrant
         since June 30, 1996; and

(3)      The description of the capital stock of the Registrant contained in the
         Registrant's  Registration  Statement on Form 8-B, which was filed with
         the  Commission on August 7, 1989,  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  that  indicates  that all shares offered
hereby  have been sold or that  deregisters  all shares then  remaining  unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part thereof from the date they are filed.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Article VI,  Section 6.1 of the  Registrant's  By Laws provides for the
indemnification of the Registrant's  officers,  directors,  employees and agents
against expenses (including attorneys fees), judgments,  settlements,  penalties
and fines  actually  and  reasonably  incurred  by them in  connection  with any
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative,  to which they are made parties to the full extent  authorized by
applicable  law. Such law authorizes  the  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 are
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.

<PAGE>


Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The exhibits  furnished with this 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  (provided  that 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 a
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20% change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration  Fee"  table on 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 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  that 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 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 Vincennes, and the State of Indiana, on this 26th day
of September, 1996.

                                                1ST BANCORP


                                                By  /s/ Frank D. Baracani
                                                         Frank D. Baracani
                                                         President

     Each person whose signature  appears below hereby  constitutes and appoints
Frank D. Baracani and Mary Lynn Stenftenagel,  and each of them, his or her true
and lawful  attorney-in-fact  and agent,  with full  power of  substitution  and
resubstitution  for him or her and in his or her name,  place and stead,  in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments)  to this  Registration  Statement  on Form S-8 and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act of 1933.

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

Signatures                                       Title              Date
----------                                       -----              ----
(1)    Principal Executive Officers:

       /s/ C. James McCormick            Chairman and Chief )
       C. James McCormick                Executive Officer  )
                                                            )
                                                            )
       /s/ Frank D. Baracani             President          )
       Frank D. Baracani                                    )
                                                            )
(2)    Principal Financial and                              )
       Accounting Officer:                                  )
                                                            )
                                                            )
       /s/ Mary Lynn Stenftenagel        Secretary -        )
       Mary Lynn Stenftenagel            Treasurer          ) September 26, 1996
                                                            )
(3)    A Majority of the Board                              )
       of Directors                                         )
                                                            )
                                                            )
       /s/ R. William Ballard            Director           )
       R. William Ballard                                   )
                                                            )
                                                            )
       /s/ Frank D. Baracani             Director           )
       Frank D. Baracani                                    )
                                                            )
                                                            )
       /s/ Donald G. Bell                Director           )
       Donald G. Bell                                       )
<PAGE>
                                                            )
                                                            )
       /s/ James W. Bobe                 Director           )
       James W. Bobe                                        )
                                                            )
                                                            )
       /s/ Ruth Mix Carnahan             Director           )
       Ruth Mix Carnahan                                    )
                                                            )
                                                            )
       /s/ C. James McCormick            Chairman           )
       C. James McCormick                                   )
                                                            )
                                                            )
       /s/ Rahmi Soyugenc                Director           ) September 26, 1996
       Rahmi Soyugenc                                       )
                                                            )
                                                            )
       /s/ Mary Lynn Stenftenagel        Director           )
       Mary Lynn Stenftenagel                               )
                                                            )
                                                            )
       /s/ John J. Summers               Director           )
       John J. Summers                                      )

<PAGE>
                                INDEX TO EXHIBITS

                                                                     Page No.
                                                                        In
                                                                       This
Exhibit No.       Description                                         Filing

4.1      Articles  of   Incorporation   of  the   Registrant  are       *
         incorporated   by   reference  to  Exhibit  3.1  to  the
         Registrant's   Registration   Statement   on  Form   S-4
         (Registration No.  33-24587),  filed with the Securities
         and Exchange Commission on September 28, 1988.

4.2      By-Laws of the Registrant are  incorporated by reference       *
         to Exhibit 3b of the Registrant's Form 10-K for the year
         ended June 30, 1994.

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

23.1     Consent of KPMG Peat Marwick LLP

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

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

--------------

       (*) Previously filed with the SEC and by this reference incorporated into
this Registration Statement.
[{"type": "S-8", "sequence": "1", "description": "1ST BANCORP 1997 EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 17324}]
{"company-data": {"conformed-name": "FIRST BANCORP /IN/", "cik": "0000840458", "assigned-sic": "6022", "irs-number": "351775411", "state-of-incorporation": "IN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13145", "film-number": "96637644"}, "business-address": {"street1": "THIRD & BUSSERON STREETS", "city": "VINCENNES", "state": "IN", "zip": "47591", "phone": "8128824528"}, "mail-address": {"street1": "THIRD & BUSSERON STREET", "street2": "P O BOX 1417", "city": "VINCENNES", "state": "IN", "zip": "47591"}}
Registration No. 33-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   1ST BANCORP
             (Exact name of Registrant as specified in its charter)

             Indiana                                       35-1775411
 (State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                        Identification No.)

         101 North Third Street
           Vincennes, Indiana                                  47591
(Address of  Principal Executive Offices)                   (Zip Code)

                  1ST BANCORP 1997 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

           FRANK D. BARACANI                              Copy to:
 President and Chief Executive Officer             CLAUDIA V. SWHIER, ESQ.
              1ST BANCORP                            Barnes & Thornburg
        101 North Third Street                  1313 Merchants Bank Building
       Vincennes, Indiana 47591                     11 S. Meridian Street
(Name and address of agent for service)         Indianapolis, Indiana  46204

          (Telephone number, including area code, of agent for service)
                                                            (812) 882-4528

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                     Proposed        Proposed
  Title of                            maximum         maximum        Amount
 securities            Amount        offering        aggregate         of
    to be               to be        price per       offering     registration 
 registered           registered      share(1)       price(1)         fee

--------------------------------------------------------------------------------
Common Stock,
$1.00 par value        15,000         $30.875     $463,875          $159.70
================================================================================

(1)    Estimated  solely  to  determine  the  registration  fee and based on the
       average of the high and low sales prices per share of Common Stock of 1ST
       BANCORP on September 25, 1996, 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 1 of 8 Pages
                             Exhibit Index on Page 6
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

         Document(s) containing information specified by Part I of this Form S-8
Registration  Statement  ("Registration  Statement")  will be sent or  given  to
participants  in the 1ST BANCORP 1997 Employee  Stock Purchase Plan (the "Plan")
as  specified  in Rule  428(b)(1)  promulgated  by the  Securities  and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"1933  Act").  Such  document(s)  are not being  filed with the  Commission  but
constitute   (along  with  the  documents   incorporated  by  reference  in  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 1ST BANCORP (the  "Registrant")  for
         the year ended June 30, 1996;

(2)      All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
         Securities  Exchange  Act of 1934 (the  "1934  Act") by the  Registrant
         since June 30, 1996; and

(3)      The description of the capital stock of the Registrant contained in the
         Registrant's  Registration  Statement on Form 8-B, which was filed with
         the  Commission on August 7, 1989,  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  that  indicates  that all shares offered
hereby  have been sold or that  deregisters  all shares then  remaining  unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part thereof from the date they are filed.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Article VI,  Section 6.1 of the  Registrant's  By Laws provides for the
indemnification of the Registrant's  officers,  directors,  employees and agents
against expenses (including attorneys fees), judgments,  settlements,  penalties
and fines  actually  and  reasonably  incurred  by them in  connection  with any
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative,  to which they are made parties to the full extent  authorized by
applicable  law. Such law authorizes  the  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 are
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 this 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  (provided  that 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 a
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20% change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration  Fee"  table on 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 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  that 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 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 Vincennes, and the State of Indiana, on this 26th day
of September, 1996.

                                                1ST BANCORP

                                                By  /s/ Frank D. Baracani
                                                         Frank D. Baracani
                                                         President

     Each person whose signature  appears below hereby  constitutes and appoints
Frank D. Baracani and Mary Lynn Stenftenagel,  and each of them, his or her true
and lawful  attorney-in-fact  and agent,  with full  power of  substitution  and
resubstitution  for him or her and in his or her name,  place and stead,  in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments)  to this  Registration  Statement  on Form S-8 and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission under the Securities Act of 1933.

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

Signatures                                       Title              Date
----------                                       -----              ----
(1)    Principal Executive Officers:

       /s/ C. James McCormick            Chairman and Chief )
       C. James McCormick                Executive Officer  )
                                                            )
                                                            )
       /s/ Frank D. Baracani             President          )
       Frank D. Baracani                                    )
                                                            )
(2)    Principal Financial and                              )
       Accounting Officer:                                  )
                                                            )
                                                            )
       /s/ Mary Lynn Stenftenagel        Secretary -        )
       Mary Lynn Stenftenagel            Treasurer          ) September 26, 1996
                                                            )
(3)    A Majority of the Board                              )
       of Directors                                         )
                                                            )
                                                            )
       /s/ R. William Ballard            Director           )
       R. William Ballard                                   )
                                                            )
                                                            )
       /s/ Frank D. Baracani             Director           )
       Frank D. Baracani                                    )
                                                            )
                                                            )
       /s/ Donald G. Bell                Director           )
       Donald G. Bell                                       )
)
                                                            )
       /s/ James W. Bobe                 Director           )
       James W. Bobe                                        )
                                                            )
                                                            )
       /s/ Ruth Mix Carnahan             Director           )
       Ruth Mix Carnahan                                    )
                                                            )
                                                            )
       /s/ C. James McCormick            Chairman           )
       C. James McCormick                                   )
                                                            )
                                                            )
       /s/ Rahmi Soyugenc                Director           ) September 26, 1996
       Rahmi Soyugenc                                       )
                                                            )
                                                            )
       /s/ Mary Lynn Stenftenagel        Director           )
       Mary Lynn Stenftenagel                               )
                                                            )
                                                            )
       /s/ John J. Summers               Director           )
       John J. Summers                                      )
INDEX TO EXHIBITS

                                                                     Page No.
                                                                        In
                                                                       This
Exhibit No.       Description                                         Filing

4.1      Articles  of   Incorporation   of  the   Registrant  are       *
         incorporated   by   reference  to  Exhibit  3.1  to  the
         Registrant's   Registration   Statement   on  Form   S-4
         (Registration No.  33-24587),  filed with the Securities
         and Exchange Commission on September 28, 1988.

4.2      By-Laws of the Registrant are  incorporated by reference       *
         to Exhibit 3b of the Registrant's Form 10-K for the year
         ended June 30, 1994.

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

23.1     Consent of KPMG Peat Marwick LLP

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

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

--------------

       (*) Previously filed with the SEC and by this reference incorporated into
this Registration Statement.