Registration No. 33-
     As filed with the Securities and Exchange Commission on July 8, 1997
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                 ---------------
                         CARDINAL REALTY SERVICES, INC.
             (Exact Name of Registrant as Specified in its Charter)

              OHIO                                               31-4427382
 (State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)
                             6954 AMERICANA PARKWAY
                            REYNOLDSBURG, OHIO 43068
           (Address of Principal Executive Offices Including Zip Code)
                                 ---------------

               AMENDED AND RESTATED 1992 INCENTIVE EQUITY PLAN OF
                         CARDINAL REALTY SERVICES, INC.,
                  NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN,
               EMPLOYMENT AGREEMENTS AND AWARD AGREEMENTS BETWEEN
                 THE COMPANY AND EACH OF JOHN B. BARTLING, JR.,
      MARK D. THOMPSON, PAUL R. SELID, JAMES D. ALEXANDER AND LESLIE B. FOX
                 SUPPLEMENTAL LETTER TO EMPLOYMENT AGREEMENT OF
              PATRICK M. HOLDER BETWEEN THE COMPANY AND MR. HOLDER,
           AWARD AGREEMENTS BETWEEN THE COMPANY AND JOSEPH E. MADIGAN
                  AND AWARD AGREEMENTS BETWEEN THE COMPANY AND
                     RONALD P. KOEGLER AND MICHELE R. SOUDER

                            (Full Title of the Plans)

                           -------------------------
                                    COPY TO:
       JEFFREY D. MEYER                          BRADLEY A. VAN AUKEN
CARDINAL REALTY SERVICES, INC.        BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP
    6954 AMERICANA PARKWAY                     2300 BP AMERICA BUILDING
   REYNOLDSBURG, OHIO  43068                       200 PUBLIC SQUARE
        (614) 759-1566                        CLEVELAND, OHIO  44114-2378
                                                    (216) 363-4500
           (Name and Address Including Zip Code; and Telephone Number,
                   Including Area Code, of Agent for Service)
                                 ---------------
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
 As soon as practicable after the effective date of this Registration Statement

         If the only securities  being registered on this form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box: __

         If any of the  securities  being  registered  on  this  form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933,  other than  securities  offered only in connection with
dividend or interest reinvestment plans, check the following box: |X|

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
    TITLE OF     |   AMOUNT    |PROPOSED MAXIMUM|PROPOSED MAXIMUM |  AMOUNT OF |
   SECURITIES    |   TO BE     | OFFERING PRICE |   AGGREGATE     |REGISTRATION|
TO BE REGISTERED |REGISTERED 1 |  PER SHARE 2   |OFFERING PRICE 2 |    FEE     |
--------------------------------------------------------------------------------
COMMON STOCK,    |   440,218   |    VARIABLE    | $ 10,400,150    |$ 3,151.56  |
WITHOUT PAR VALUE|   SHARES    |                |                 |            |
=================|=============|================|=================|=============
-----------------------

    1 THIS  REGISTRATION  STATEMENT  ALSO INCLUDES AN  INDETERMINABLE  NUMBER OF
      SHARES  OF COMMON  STOCK  WHICH  MAY BE  ISSUED  UNDER  THE  ANTI-DILUTION
      PROVISIONS OF THE PLANS.

    2 ESTIMATED IN ACCORDANCE  WITH RULE 457 UNDER THE  SECURITIES  ACT OF 1933,
      SOLELY FOR THE PURPOSE OF CALCULATING THE  REGISTRATION  FEE, ON THE BASIS
      OF (A) THE AVERAGE PRICE AT WHICH EXISTING OPTIONS MAY BE EXERCISED OR (B)
      THE  AVERAGE OF THE  HIGH AND LOW  PRICES OF THE  COMMON  STOCK ON JULY 1,
      1997 AS REPORTED ON THE NASDAQ  NATIONAL MARKET SYSTEM WITH RESPECT TO ALL
      OTHER SHARES OF COMMON STOCK.


<PAGE>
                                       2

         This Registration  Statement registers shares of Common Stock,  without
par value, of Cardinal Realty  Services,  Inc. (the "Company")  250,000 of which
have been issued by the Company  under the Amended and Restated  1992  Incentive
Equity Plan of Cardinal Realty  Services,  Inc. (the  "Incentive  Equity Plan"),
50,000 of which are to be issued  under  the  Non-Employee  Director  Restricted
Stock Plan (the "Director Plan"),  127,834 of which are to be issued pursuant to
the  Employment  and Award  Agreements  between  the Company and each of John B.
Bartling, Jr., Mark D. Thompson, Paul R. Selid, James D. Alexander and Leslie B.
Fox (the "Employment Agreements"),  7,159 of which may be issued pursuant to the
Supplemental Letter to the Employment Agreement of Patrick M. Holder between the
Company and Mr. Holder (the "Letter Agreement"), 4,000 of which are to be issued
under  Restricted  Stock  Award  Agreements  between  the  Company and Joseph E.
Madigan  (the "Award  Agreements")  and 1,225 which are to be issued under Award
Agreements  between the Company and Ronald P. Koegler and Michele R. Souder. The
securities  registered  on this  Registration  Statement  which are to be issued
under the Incentive  Equity Plan are in addition to those securities for which a
Registration  Statement  on Form S-8  filed  March  9,  1995,  Registration  No.
33-90184, is effective relating to the Incentive Equity Plan.


<PAGE>
                                       3

                                     PART I

REOFFER PROSPECTUS
(SUPPLEMENT)
                                 194,646 SHARES

                         CARDINAL REALTY SERVICES, INC.

                                  COMMON STOCK

         This Reoffer Prospectus (Supplement) supplements the Reoffer Prospectus
dated March 8, 1995 originally filed with the Registration Statement of Cardinal
Realty  Services,  Inc.  (together  with  its  subsidiaries  where  the  context
requires,  the "Company")  filed with the Securities and Exchange  Commission on
March 9, 1995 (the "Prospectus").  The shares of Common Stock, without par value
("Common Stock"), of the Company, offered pursuant to this Prospectus consist of
194,646  shares  (the  "Shares")  which  eventually  may be offered  for sale by
certain  holders of Common Stock (the "Selling  Shareholders").  The Company has
agreed to pay all of the expenses of this offering,  but will not receive any of
the  proceeds  from the sale of the  Shares  by the  Selling  Shareholders.  See
"Selling  Shareholders."  All brokerage  commissions and other similar  expenses
incurred by the Selling Shareholders will be borne by the Selling  Shareholders.
The aggregate  proceeds to the Selling  Shareholders from the sale of the Shares
will be the  purchase  price of the  Shares  sold,  less the  aggregate  agents'
commissions and underwriters'  discounts, if any, and other expenses of issuance
and  distribution  not borne by the Company.  See "Use of Proceeds" and "Plan of
Distribution."

         The Common Stock is listed on the NASDAQ  National  Market System under
the symbol  "CRSI." On July 1, 1997,  the last reported  high and low bid prices
of the Common Stock were $24.00 per share and $23.25 per share, respectively.

         The Selling Shareholders directly,  through agents designated from time
to time, or through dealers or underwriters also to be designated,  may sell the
Shares  from  time to time on terms to be  determined  at the time of sale.  The
Selling  Shareholders may sell the Shares in one or more transactions (which may
involve one or more block transactions) on the NASDAQ National Market System, in
sales  occurring  in  the  over-the-counter   market,  in  privately  negotiated
transactions,  or in a combination of such  transactions;  each sale may be made
either at market  prices  prevailing  at the time of such sale or at  negotiated
prices;  some or all of the Shares may be sold through  brokers acting on behalf
of the Selling  Shareholders  or to dealers for resale by such  dealers;  and in
connection with such sales, such brokers or dealers may receive  compensation in
the form of discounts,  fees or commissions from the Selling Shareholders and/or
the  purchasers of such Shares for whom they may act as broker or agent.  To the
extent  required,  the  specific  Shares to be sold,  the  names of the  Selling
Shareholders,  the purchase price,  the public offering price,  the names of any
such agents, dealers or underwriters and any applicable commissions or discounts
with  respect  to a  particular  offer  will  be set  forth  in an  accompanying
Prospectus Supplement.

                                        1

<PAGE>
                                        4


         The Selling Shareholders and any broker-dealers, agents or underwriters
that participate with the Selling Shareholders in the distribution of the Shares
may be deemed to be  "underwriters"  within the meaning of the Securities Act of
1933, as amended (the "1933 Act"), and any commissions  received by them and any
profit  on the  resale  of the  Shares  purchased  by them may be  deemed  to be
underwriting commissions or discounts under the 1933 Act.

         No  dealer,  salesman  or  other  person  is  authorized  to  give  any
information  or to make  any  representations  other  than  those  contained  or
incorporated  by  reference  in this  Prospectus  and,  if given  or made,  such
information or representation  must not be relied upon as having been authorized
by the Company or the Selling Shareholders, or any underwriter, dealer or agent.
This  Prospectus  and any  supplement  thereto shall not  constitute an offer to
sell, or the  solicitation  of an offer to buy, any of the Shares offered hereby
in any jurisdiction where, or to any person to whom, it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any  circumstances,  create an implication that there has
been no change in the affairs of the  Company  since the date hereof or thereof,
or that the information contained herein is correct as of any time subsequent to
the date hereof.


            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
            THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION")
                 OR ANY STATE SECURITIES COMMISSION NOR HAS THE
                  COMMISSION OR ANY STATE SECURITIES COMMISSION
                     PASSED UPON THE ACCURACY OR ADEQUACY OF
                     THIS PROSPECTUS. ANY REPRESENTATION TO
                       THE CONTRARY IS A CRIMINAL OFFENSE.




                 The date of this Prospectus is July 8, 1997.



                                       2
<PAGE>
                                       5

                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports and other information with the Commission. In
addition,  the Company  has filed with the  Commission  a Form S-8  Registration
Statement with respect to the Company's 1992 Incentive  Equity Plan and Employee
Stock  Purchase  Plan on March 8, 1995  which  registered  certain of the Shares
offered hereby (the "Registration Statement").  This Prospectus does not contain
all the information set forth in the Registration Statement and the exhibits and
schedules relating thereto.  For further information with respect to the Company
and the Shares offered hereby,  reference is made to the Registration  Statement
and the exhibits and schedules thereto, and to the reports and other information
filed with the  Commission.  Statements  contained in this  Prospectus as to the
contents  of  any  contract  or  other  document  referred  to  herein  are  not
necessarily complete and reference is made to the copy of such contract or other
document  filed as an  exhibit  to the  Registration  Statement  of  which  this
Prospectus  forms a part, each such statement being qualified in all respects by
such  reference.  The  Registration  Statement,  and the exhibits and  schedules
thereto,  and reports and other  information  filed with the  Commission  may be
inspected  and  copied  (at  the  prescribed  rates)  at  the  public  reference
facilities  maintained by the Commission located at 450 Fifth Street, N.W., Room
1024,  Washington,  D.C.  20549,  and at the regional  offices of the Commission
located  at 7 World  Trade  Center,  New  York,  New York  10048 and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can
be  obtained  from the Public  Reference  Section of the  Commission,  450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.


                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The  following  documents,  each  as  filed  by the  Company  with  the
Commission pursuant to the Exchange Act, are incorporated herein by reference:

                  (a) the  Company's  Annual  Report on Form 10-K for the fiscal
         year ended  December  31, 1996 filed with the  Commission  on March 31,
         1997  (File No.  0-21670)  as  amended  on Form  10-K/A  filed with the
         Commission on April 14, 1997;

                  (b) the Company's Quarterly Report on Form 10-Q for the fiscal
         quarter ended March 31, 1997 filed with the  Commission on May 13, 1997
         (File No. 0-21670); and

                  (c) the description of the Company's Common Stock contained in
         its  Registration  Statement on Form 10, filed with the  Commission  on
         April 30, 1993,  as amended on Form 10/A filed with the  Commission  on
         June 25, 1993, Form 10/A (Amendment No. 2) filed with the Commission on
         July  26,  1993,  and  Form  10/A  (Amendment  No.  3)  filed  with the
         Commission on August 10, 1993.

         All  documents  concurrently  or  subsequently  filed  by  the  Company
pursuant to Sections  13(a),  13(c),  14 or 15(d) of the 1934 Act,  prior to the
termination of this offering, shall be deemed


                                        3
<PAGE>
                                        6

incorporated  by  reference in the  Prospectus  and to be a part hereof from the
respective  date of filing each such  document.  Any  statement  contained  in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or  superseded  for  purposes  of this  Prospectus  to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

         The Company will provide,  without charge,  to each person to whom this
Prospectus is delivered,  on the request of such person,  a copy of any document
incorporated by reference herein (other than exhibits to such documents,  unless
they are  specifically  incorporated  by  reference  herein).  Requests for such
documents should be directed to Cardinal Realty  Services,  Inc., 6954 Americana
Parkway,  Reynoldsburg,  Ohio 43068,  Attention:  Jeffrey D.  Meyer,  or made by
telephone at (614) 759-1566.

                                   THE COMPANY

         Cardinal Realty Services, Inc., a corporation organized under Ohio law,
together  with  its   subsidiaries,   provides  real  estate  services  and  has
substantial real estate holdings in one of the largest  multi-family real estate
portfolios  in the United  States.  The Company is  associated  in an  ownership
capacity with over 34,000  apartment units in 15 states in the eastern region of
the United  States.  In  addition,  the Company is  associated  in a  management
capacity with  substantially  all such apartment  units in which it maintains an
ownership interest and with an additional 21,000 apartment units, principally in
nine western states.

         The Company's principal executive offices are located at 6954 Americana
Parkway,  Reynoldsburg,  Ohio 43068 (telephone:  (614) 759-1566).  The Company's
operations are highly centralized. In addition, the Company employs regional and
district  managers  and  resident  property  managers in real estate  management
functions.


                                 USE OF PROCEEDS

         The  Shares   being   offered  are  for  the  account  of  the  Selling
Shareholders.  Accordingly,  the Company will receive none of the proceeds  from
the sale of the Shares.


                              SELLING SHAREHOLDERS

         The following table sets forth as of June 30, 1997, certain information
with  respect to each of the  Selling  Shareholders,  provided  by said  Selling
Shareholder,  including the name and position with the Company,  if any, of each
of the  Selling  Shareholders  and the  number of Shares  that may be offered by
each.  The number of Shares  which  actually  may be sold by each of the Selling
Shareholders  will be determined  from time to time by each Selling  Shareholder
and may depend


                                       4
<PAGE>
                                       7


upon a number of factors,  including  the price of the Common Stock from time to
time.  Because each of the Selling  Shareholders  may offer all, some or none of
the Shares  that each  holds,  and because  the  offering  contemplated  by this
Prospectus is not being underwritten on a firm commitment basis, no estimate can
be given as to the  number  of Shares  that will be held by each of the  Selling
Shareholders  upon or prior to termination  of this offering.  It is anticipated
that the Selling  Shareholders  may eventually offer all of the Shares for sale.
See "Plan of Distribution."

         As noted in the footnotes to the table,  the final  determination as to
the number of Shares of Common  Stock that  certain of the Selling  Shareholders
received was dependent on the Company's  Total  Committed  Equity (as defined in
the Incentive Equity Plan), which was determined upon the completion of the Plan
of Reorganization claims process. The process of settling the claims (as defined
in Section 101(5) of the Bankruptcy Code,  "Claims") of unsecured  creditors has
been a major undertaking for the Company since approximately  12,180 Claims were
filed for an aggregate of $2.57 billion.  The Plan of Reorganization  authorized
the  payment  of one share of Common  Stock for each $50 of  Allowed  Claims (as
defined in the Plan of Reorganization). On March 15, 1996, the Company filed its
final  post-confirmation  report with the United States Bankruptcy Court for the
Southern District of Ohio,  Eastern Division (the "Bankruptcy  Court") regarding
the  consolidated  cases  (In re  Cardinal  Industries,  Inc.  et al.,  Case No.
2-89-02779  in the  Bankruptcy  Court) and  completed  service to nearly  30,000
parties in interest of the  Bankruptcy  Court's  order  proposing to close those
cases. On November 25, 1996 the final decree closing the consolidated  cases was
entered.

         On June 1, 1997, the Company had outstanding 4,486,592 shares of Common
Stock (the number upon which the percentages in the table below are based).


--------------------------------------------------------------------------------
                        |    Number of Shares of    |                           
Name of Selling         |   Common Stock Owned or   |                           
Shareholder and         |   Deemed to be Owned by   |    Shares of Common Stock 
   Position             |    Selling Shareholder    |        Offered Hereby     
--------------------------------------------------------------------------------
                        |     Shares  % of Class (1)|    Shares      % of Class 
--------------------------------------------------------------------------------
Joseph E. Madigan       |   15,066(2)       *       |      4,316          *     
Chairman of the Board   |                           |                           
                        |                           |                           
John B. Bartling, Jr.   |   65,440(3)     1.46%     |     60,440          *     
President and Chief     |                           |                           
Executive Officer       |                           |                           
                        |                           |                           
Mark D. Thompson        |   33,545(4)       *       |     28,545          *     
Executive Vice          |                           |                           
President               |                           |                           
                        |                           |                           
Leslie B. Fox           |   16,500(5)       *       |     16,500          *     
Executive Vice          |                           |                           
President               |                           |                           

                                       5
<PAGE>
                                       8

--------------------------------------------------------------------------------
                        |    Number of Shares of    |                           
Name of Selling         |   Common Stock Owned or   |                           
Shareholder and         |   Deemed to be Owned by   |    Shares of Common Stock 
   Position             |    Selling Shareholder    |        Offered Hereby     
--------------------------------------------------------------------------------
                        |     Shares  % of Class (1)|    Shares      % of Class 
--------------------------------------------------------------------------------
Paul R. Selid           |  19,372(6)           *    |     15,622         *      
Senior Vice President   |                           |                           
                        |                           |                           
James D. Alexander      |   5,000(7)           *    |      5,000         *      
Vice President of       |                           |                           
Lexford                 |                           |                           
Properties, Inc.        |                           |                           
                        |                           |                           
Robert V. Gothier, Sr.  |  14,533(8)           *    |      1,108         *      
Director                |                           |                           
                        |                           |                           
George J. Neilan        |  11,085(9)           *    |        605         *      
Director                |                           |                           
                        |                           |                           
George R. Oberer, Sr.   |  32,063(10)          *    |      1,525         *      
Director                |                           |                           
                        |                           |                           
Glenn C. Pollack        |  14,786(11)          *    |      1,536         *      
Director                |                           |                           
                        |                           |                           
H. Jeffrey Schwartz     |  22,475(12)          *    |      1,725         *      
Director                |                           |                           
                        |                           |                           
Gerald E. Wedren        |  11,556(13)          *    |        806         *      
Director                |                           |                           
                        |                           |                           
Robert J. Weiler        |  47,937(14)        1.07%  |      1,187         *      
Director                |                           |                           
                        |                           |                           
Thomas Trubiana         |  42,830(15)          *    |     31,680         *      
Vice President          |                           |                           
                        |                           |                           
Ronald P. Koegler       |   7,020(16)          *    |      5,322         *      
Vice President and      |                           |                           
Controller              |                           |                           
                        |                           |                           
Michele R. Souder       |   4,372(17)          *    |      4,370         *      
Vice President          |                           |                           
                        |                           |                           
Tom Clark**             |   7,723(18)          *    |      6,010         *      
                        |                           |                           
Tom Russell**           |   9,668(19)          *    |      3,345         *      
                        |                           |                           
Steve Lavery**          |   1,463(20)          *    |      1,005         *      
                        |                           |                           
                                       6
<PAGE>
                                       9

--------------------------------------------------------------------------------
                        |    Number of Shares of    |                           
Name of Selling         |   Common Stock Owned or   |                           
Shareholder and         |   Deemed to be Owned by   |    Shares of Common Stock 
   Position             |    Selling Shareholder    |        Offered Hereby     
--------------------------------------------------------------------------------
                        |     Shares  % of Class (1)|    Shares      % of Class 
--------------------------------------------------------------------------------
Dain C. Akin            |  4,453(21)       *        |     1,500           *     
Vice President          |                           |                           
                        |                           |                           
Tamra L. Potts          |  3,689(22)       *        |     1,000           *     
Vice President          |                           |                           
                        |                           |                           
Alan Litzelfelner**     |    698(23)       *        |       333           *     
                        |                           |                           
Jessica Martin**        |    500(24)       *        |       500           *     
                        |                           |                           
Bob Schaefer**          |    397(25)       *        |       166           *     
                        |                           |                           
Bonita Davis**          |  1,541(26)       *        |       500           *     
========================|===========================|===========================
------------------------
*        Less than one percent (1%).
**       Denotes key employee status.

(1)      The  determination  as to the  number of Shares  of Common  Stock  that
         certain of the  Selling  Shareholders  received  was  dependent  on the
         Company's  Total Committed  Equity (as defined in the Incentive  Equity
         Plan),  which  was  determined  upon  the  completion  of the  Plan  of
         Reorganization   claims   process.   As  to  certain  of  the   Selling
         Shareholders,  the number of shares of Common  Stock  owned and,  as to
         each Selling  Shareholder,  the percentage of Common Stock indicated in
         the table are estimates based on 4,486,592 outstanding shares of Common
         Stock.

(2)      Mr. Madigan received an award of restricted Common Stock on December 1,
         1995 and  December  1, 1996 (the "1996  Award"),  each in the amount of
         2,000 shares.  All of the shares of Restricted  Stock granted under Mr.
         Madigan's  1996  award  were  issued  to The  Provident  Bank,  a state
         chartered bank, as trustee ("Trustee") of the Cardinal Realty Services,
         Inc. Executive Deferred Compensation Rabbi Trust for the benefit of Mr.
         Madigan  pursuant  to the  Executive  Deferred  Compensation  Plan  and
         Executive   Deferred   Compensation   Rabbi  Trust   Agreement.   As  a
         non-employee  director of the Company,  Mr. Madigan was granted a stock
         option to  purchase  that  number of  shares of Common  Stock  equal to
         0.1875% of the Company's Total Committed Equity (7,500 shares of Common
         Stock) on September 11, 1992. The options are exercisable to the extent
         of 10% of the shares of Common  Stock  covered  by the grant  after Mr.
         Madigan  has served  continuously  as a director of the Company for six
         months and to the extent of an additional 10% of such shares after each
         of the next nine  successive  six month periods of continuous  service;
         therefore,  6,750  shares,  as of  March  11,  1997,  of  Common  Stock
         underlying this stock option are  attributable to Mr. Madigan,  because
         he has the  immediate  vested right to acquire such shares based on the
         commencement  of his term as a  director  on  September  11,  1992.  In
         addition,  on November 30, 1995,  Mr.  Madigan was granted an option to
         purchase 2,000 shares of Common Stock,  with an exercise price equal to


                                       7
<PAGE>
                                       10


         $17.25 which options are fully vested. On May 23, 1996, Mr. Madigan was
         granted an option to  purchase  an  additional  2,000  shares of Common
         Stock,  with an exercise price of $21.25,  which options are also fully
         vested.  Mr.  Madigan  also  received  316 shares of  Restricted  Stock
         pursuant to his  participation in the Company's  Non-Employee  Director
         Restricted Stock Plan.

(3)      Mr.  Bartling,  on  April  15,  1996,  pursuant  to  the  terms  of his
         Employment Agreement,  as amended, with the Company,  received an award
         of 22,500 shares of Restricted  Stock under the Incentive  Equity Plan,
         one-third  of  which  vests  on each of the  third,  fourth  and  fifth
         anniversaries of the date of grant. In addition, Mr. Bartling, on April
         5,  1996,  received  an award of  20,000  shares  of  Restricted  Stock
         pursuant to the terms of his Employment Agreement, as amended, with the
         Company,  the vesting of which is contingent upon the Company achieving
         certain market  capitalization  targets.  In addition,  Mr.  Bartling's
         Employment  Agreement,  as  amended,  with  the  Company  provides  Mr.
         Bartling  with a right to  receive  up to 10,000  shares of  Restricted
         Stock in the event Mr. Bartling  purchases an equal number of shares of
         Common Stock.  Mr. Bartling  purchased 5,000 shares of Common Stock and
         was  permitted  to use a portion of his cash bonus for the 1996  fiscal
         year to purchase the remaining  5,000 shares of Common Stock to satisfy
         such matching  purchase.  All of the shares of Restricted Stock granted
         under Mr. Bartling's Employment Agreement,  as amended, are, or will be
         issued to the Trustee of the Cardinal Realty Services,  Inc.  Executive
         Deferred  Compensation  Rabbi  Trust for the  benefit  of Mr.  Bartling
         pursuant to the  Executive  Deferred  Compensation  Plan and  Executive
         Deferred Compensation Rabbi Trust Agreement. Mr. Bartling, on April 15,
         1996,  pursuant to the terms of his Employment  Agreement,  as amended,
         was also granted an option to purchase 20,000 shares of Common Stock at
         an exercise  price of $17.825 per share,  one-fourth  of which vests on
         the second, third, fourth and fifth anniversaries of the date of grant.
         Mr.  Bartling  also  received an award of 1,940  shares of Common Stock
         issued to the Trustee for Mr.  Bartling's  benefit as a stock bonus for
         1996 granted in 1997.  The table includes 1,000 shares which have been,
         or will be, issued to the Trustee for Mr. Bartling's benefit as part of
         his annual base compensation in lieu of cash compensation for the first
         and second  quarters of fiscal 1997.  This table does not include 1,000
         shares which will be issued to the Trustee for Mr.  Bartling's  benefit
         as part of his annual base  compensation  in lieu of cash  compensation
         for the third and fourth quarters of fiscal 1997.

(4)      Mr. Thompson,  on April 15, 1996,  received an award of 7,500 Shares of
         Restricted Stock, one-third of which vests on each of the third, fourth
         and fifth  anniversaries  of the date of grant pursuant to the terms of
         his Employment  Agreement,  as amended,  with the Company. In addition,
         pursuant to the terms of his Employment Agreement, as amended, with the
         Company,  Mr. Thompson,  on April 15, 1996,  received an award of 9,000
         Shares of  Restricted  Stock,  which  vesting  is  contingent  upon the
         Company achieving  certain market  capitalization  targets.  As further
         provided under his Employment Agreement,  as amended, with the Company,
         Mr.  Thompson  is  entitled  to up to an  additional  5,000  shares  of
         Restricted  Stock if Mr.  Thompson  purchases  an equal  number of such
         shares.  Mr.  Thompson  purchased  2,500 shares of Common Stock and was


                                       8
<PAGE>
                                       11


         permitted  to use a portion of his cash bonus for the 1996  fiscal year
         to receive the  remaining  2,500 shares of Common Stock to satisfy such
         matching  purchase.  All of the  Shares  of  Restricted  Stock  granted
         pursuant to Mr. Thompson's Employment  Agreement,  as amended, are, and
         will be, issued to the Trustee for the benefit of Mr. Thompson pursuant
         to the Executive  Deferred  Compensation  Plan and  Executive  Deferred
         Compensation  Rabbi Trust Agreement.  Mr.  Thompson,  on April 1, 1996,
         pursuant to the terms of his Employment Agreement, as amended, was also
         granted  an  option to  purchase  12,500  shares of Common  Stock at an
         exercise  price of $17.625 per share,  one-fifth  of which vests on the
         first,  second,  third,  fourth and fifth  anniversaries of the date of
         grant.  Mr.  Thompson  also received an award of 3,817 shares of Common
         Stock issued to the Trustee for Mr. Thompson's benefit as a stock bonus
         for 1996  granted in 1997.  The table  includes  728 shares  which have
         been, or will be, issued to the Trustee for Mr.  Thompson's  benefit as
         part of his annual base  compensation in lieu of cash  compensation for
         the first  and  second  quarters  of fiscal  1997.  The table  does not
         include  727  shares  which  will  be  issued  to the  Trustee  for Mr.
         Thompson's  benefit as part of his annual base  compensation in lieu of
         cash compensation for the third and fourth quarters of fiscal 1997.

(5)      Ms.  Fox,  on June 1,  1997,  received  an  award of  7,500  Shares  of
         Restricted  Stock,  one-  third  of which  vests on each of the  third,
         fourth and fifth  anniversaries  of the date of grant  pursuant  to the
         terms of her  Employment  Agreement  with  the  Company.  In  addition,
         pursuant to the terms of her Employment Agreement with the Company, Ms.
         Fox, on June 1, 1997,  received an award of 9,000 shares of  Restricted
         Stock,  which vesting is contingent upon the Company's internal rate of
         return  on its  investment  in LEAF  Asset  Management,  Inc.  (an Ohio
         corporation  and wholly  owned  subsidiary  of the  Company)  achieving
         certain targets. Ms. Fox, on June 1, 1997, pursuant to the terms of her
         Employment  Agreement,  was also  granted an option to purchase  12,500
         shares of  Common  Stock at an  exercise  price of  $23.75  per  share,
         one-fifth of which vests on the first, second,  third, fourth and fifth
         anniversaries of the date of grant.

(6)      Mr.  Selid,  on April 15,  1996,  received an award of 9,000  Shares of
         Restricted  Stock,  the vesting of which is contingent upon the Company
         achieving certain market  capitalization  targets pursuant to the terms
         of his Employment Agreement with the Company. In addition,  pursuant to
         the terms of his Employment  Agreement  with the Company,  Mr. Selid is
         entitled to up to an additional 2,500 shares of Restricted Stock if Mr.
         Selid  purchases an equal number of such  shares.  Mr. Selid  purchased
         1,250 shares of Common Stock and was  permitted to use a portion of his
         cash bonus for the 1996  fiscal  year to receive  the  remaining  1,250
         shares of Common Stock to satisfy such  matching  purchase.  All of the
         Shares of Restricted Stock granted  pursuant to Mr. Selid's  Employment
         Agreement  are,  and will be,  issued to the Trustee for the benefit of
         Mr. Selid pursuant to the terms of the Executive Deferred  Compensation
         Plan and Executive  Deferred  Compensation  Rabbi Trust Agreement.  Mr.
         Selid,  on April 15,  1996,  pursuant  to the  terms of his  Employment
         Agreement,  as amended,  was also granted an option to purchase  12,500
         shares of Common Stock at an exercise  price of $18.25 per share,  one-
         fifth of which  vests on the  first,  second,  third,  fourth and fifth
         anniversaries of the date of grant. Mr. Selid also received an award of
         2,872  shares of Common  Stock  issued to the Trustee  for Mr.  Selid's
         benefit as a stock bonus for 1996 granted in 1997.


                                       9
<PAGE>
                                       12


(7)      Mr. Alexander, on January 1, 1997, received an award of 5,000 Shares of
         Restricted Stock, one-third of which vests on each of the third, fourth
         and fifth  anniversaries  of the date of grant pursuant to the terms of
         his Employment Agreement with the Company. Mr. Alexander, on January 1,
         1997,  pursuant  to the  terms of his  Employment  Agreement,  was also
         granted  an  option to  purchase  2,500  shares  of Common  Stock at an
         exercise  price of $20.63 per share,  one-third  of which  vests on the
         third,  fourth  and  fifth  anniversaries  of the  date of  grant.  Mr.
         Alexander previously received, on August 1, 1996, an option to purchase
         312 shares of Common  Stock at an  exercise  price of $19.00 per share,
         one-third  of  which  vests  on each of the  first,  second  and  third
         anniversaries of the date of grant.

(8)      As a  non-employee  director of the Company,  Mr. Gothier was granted a
         stock option to purchase that number of shares of Common Stock equal to
         0.1875% of the Company's Total Committed Equity (7,500 shares of Common
         Stock).  The options are  exercisable to the extent of 10% of shares of
         Common  Stock  covered  by the  grant  after  Mr.  Gothier  has  served
         continuously  as a  director  of the  Company  and to the  extent of an
         additional  10% of such shares  after each of the next nine  successive
         six-month periods of continuous service;  therefore 6,750 shares, as of
         January 31,  1997,  of Common  Stock  underlying  this stock option are
         attributable to Mr. Gothier,  because he has the immediate vested right
         to  acquire  such  shares  based on the  commencement  of his term as a
         director on September 11, 1992.  Mr. Gothier has exercised a portion of
         this option and purchased 3,750 shares of Common Stock. In addition, on
         November 30, 1995,  Mr. Gothier was granted an option to purchase 2,000
         shares of Common Stock,  with an exercise price equal to $17.25,  which
         options are fully vested.  On May 23, 1996,  Mr. Gothier was granted an
         option to purchase an additional 2,000 shares of Common Stock,  with an
         exercise price of $21.25,  which options are fully vested. In addition,
         the  amount  in the table  includes  (a) 300  shares  of  Common  Stock
         purchased by Mr. Gothier through his Individual Retirement Account, (b)
         2,375  shares  of  Common  Stock   purchased  by  RVG   Management  and
         Development   Company,   of  which  Mr.  Gothier  is  President  and  a
         shareholder and (c) 1,108 shares of restricted  Common Stock granted to
         Mr. Gothier pursuant to his participation in the Company's Non-Employee
         Director  Restricted  Stock Plan,  in which he received  such shares in
         lieu of director's fees.

(9)      As a  non-employee  director of the Company,  Mr.  Neilan was granted a
         stock option to purchase that number of shares of Common Stock equal to
         0.1875% of the Company's Total Committed Equity (7,500 shares of Common
         Stock).  The options are  exercisable to the extent of 10% of shares of
         Common  Stock  covered  by  the  grant  after  Mr.  Neilan  has  served
         continuously  as a  director  of the  Company  and to the  extent of an
         additional  10% of such shares  after each of the next nine  successive
         six-month periods of continuous service;  therefore 6,750 shares, as of
         January 31,  1997,  of Common  Stock  underlying  this stock option are
         attributable to Mr. Neilan,  because he has the immediate  vested right
         to  acquire  such  shares  based on the  commencement  of his term as a
         director on September 11, 1992. In addition,  on November 30, 1995, Mr.
         Neilan was granted an option to purchase  2,000 shares of Common Stock,
         with an exercise price equal to $17.25, which options are fully vested.
         On May 23,  1996,  Mr.  Neilan  was  granted an option to  purchase  an
         additional  2,000  shares of Common  Stock,  with an exercise  price of
         $21.25, which options are fully vested. In addition,  the amount in the
         table  includes 605 shares of  restricted  Common Stock  granted to Mr.
         Neilan  pursuant to his  participation  in the  Company's  Non-Employee

                                       10

<PAGE>
                                       13


         Director  Restricted  Stock Plan,  in which he received  such shares in
         lieu of director's fees.

(10)     As a  non-employee  director of the Company,  Mr.  Oberer was granted a
         stock option to purchase that number of shares of Common Stock equal to
         0.1875% of the Company's Total Committed Equity (7,500 shares of Common
         Stock).  The options are  exercisable to the extent of 10% of shares of
         Common  Stock  covered  by  the  grant  after  Mr.  Oberer  has  served
         continuously  as a  director  of the  Company  and to the  extent of an
         additional  10% of such shares  after each of the next nine  successive
         six-month periods of continuous service;  therefore 6,750 shares, as of
         January 31,  1997,  of Common  Stock  underlying  this stock option are
         attributable to Mr. Oberer,  because he has the immediate  vested right
         to  acquire  such  shares  based on the  commencement  of his term as a
         director on September 11, 1992. In addition,  on November 30, 1995, Mr.
         Oberer was granted an option to purchase  2,000 shares of Common Stock,
         with an exercise price equal to $17.25, which options are fully vested.
         On May 23,  1996,  Mr.  Oberer  was  granted an option to  purchase  an
         additional  2,000  shares of Common  Stock,  with an exercise  price of
         $21.25, which options are fully vested. In addition,  the amount in the
         table  includes  (a) 5,788  shares of Common  Stock  received by Oberer
         Development   Company,   of  which  Mr.   Oberer  is  President  and  a
         shareholder,  for an  unsecured  claim  under  the  Company's  Plan  of
         Reorganization,  (b) 14,000 shares of Common Stock held by Mr.  Oberer,
         individually,  and (c) 1,525 shares of restricted  Common Stock granted
         to  Mr.  Oberer  pursuant  to  his   participation   in  the  Company's
         Non-Employee  Director Restricted Stock Plan, in which he received such
         shares in lieu of director's fees.

(11)     As a  non-employee  director of the Company,  Mr. Pollack was granted a
         stock option to purchase that number of shares of Common Stock equal to
         0.1875% of the Company's Total Committed Equity (7,500 shares of Common
         Stock).  The options are  exercisable to the extent of 10% of shares of
         Common  Stock  covered  by the  grant  after  Mr.  Pollack  has  served
         continuously  as a  director  of the  Company  and to the  extent of an
         additional  10% of such shares  after each of the next nine  successive
         six-month periods of continuous service;  therefore 6,750 shares, as of
         January 31,  1997,  of Common  Stock  underlying  this stock option are
         attributable to Mr. Pollack,  because he has the immediate vested right
         to  acquire  such  shares  based on the  commencement  of his term as a
         director on September 11, 1992. In addition,  on November 30, 1995, Mr.
         Pollack was granted an option to purchase 2,000 shares of Common Stock,
         with an exercise price equal to $17.25, which options are fully vested.
         On May 23,  1996,  Mr.  Pollack  was  granted an option to  purchase an
         additional  2,000  shares of Common  Stock,  with an exercise  price of
         $21.25, which options are fully vested. In addition,  the amount in the
         table  includes (a) 2,500  shares of Common Stock held by Mr.  Pollack,
         individually,  and (b) 1,536 shares of restricted  Common Stock granted
         to  Mr.  Pollack  pursuant  to  his   participation  in  the  Company's
         Non-Employee  Director Restricted Stock Plan, in which he received such
         shares in lieu of director's fees.

(12)     As a non-employee  director of the Company,  Mr. Schwartz was granted a
         stock option to purchase that number of shares of Common Stock equal to
         0.1875% of the Company's Total Committed Equity (7,500 shares of Common
         Stock).  The options are  exercisable to the extent of 10% of shares of
         Common  Stock  covered  by the grant  after  Mr.  Schwartz  has  served

                                       11

<PAGE>
                                       14


         continuously  as a  director  of the  Company  and to the  extent of an
         additional  10% of such shares  after each of the next nine  successive
         six-month periods of continuous service;  therefore 6,750 shares, as of
         January 31,  1997,  of Common  Stock  underlying  this stock option are
         attributable to Mr. Schwartz, because he has the immediate vested right
         to  acquire  such  shares  based on the  commencement  of his term as a
         director on September 11, 1992. In addition,  on November 30, 1995, Mr.
         Schwartz  was  granted  an option to  purchase  2,000  shares of Common
         Stock, with an exercise price equal to $17.25,  which options are fully
         vested. On May 23, 1996, Mr. Schwartz was granted an option to purchase
         an additional  2,000 shares of Common Stock,  with an exercise price of
         $21.25, which options are fully vested. In addition,  the amount in the
         table includes (a) 10,000 shares of Common Stock held by Mr.  Schwartz,
         individually,  and (b) 1,725 shares of restricted  Common Stock granted
         to  Mr.  Schwartz  pursuant  to  his  participation  in  the  Company's
         Non-Employee  Director Restricted Stock Plan, in which he received such
         shares in lieu of director's fees.

(13)     As a  non-employee  director of the Company,  Mr.  Wedren was granted a
         stock option to purchase that number of shares of Common Stock equal to
         0.1875% of the Company's Total Committed Equity (7,500 shares of Common
         Stock).  The options are  exercisable to the extent of 10% of shares of
         Common  Stock  covered  by  the  grant  after  Mr.  Wedren  has  served
         continuously  as a  director  of the  Company  and to the  extent of an
         additional  10% of such shares  after each of the next nine  successive
         six-month periods of continuous service;  therefore 6,750 shares, as of
         January 31,  1997,  of Common  Stock  underlying  this stock option are
         attributable to Mr. Wedren,  because he has the immediate  vested right
         to  acquire  such  shares  based on the  commencement  of his term as a
         director on September 11, 1992. In addition,  on November 30, 1995, Mr.
         Wedren was granted an option to purchase  2,000 shares of Common Stock,
         with an exercise price equal to $17.25, which options are fully vested.
         On May 23,  1996,  Mr.  Wedren  was  granted an option to  purchase  an
         additional  2,000  shares of Common  Stock,  with an exercise  price of
         $21.25, which options are fully vested. In addition,  the amount in the
         table  includes 806 shares of  restricted  Common Stock  granted to Mr.
         Wedren  pursuant to his  participation  in the  Company's  Non-Employee
         Director  Restricted  Stock Plan,  in which he received  such shares in
         lieu of director's fees.

(14)     As a  non-employee  director of the Company,  Mr.  Weiler was granted a
         stock option to purchase that number of shares of Common Stock equal to
         0.1875% of the Company's Total Committed Equity (7,500 shares of Common
         Stock).  The options are  exercisable to the extent of 10% of shares of
         Common  Stock  covered  by  the  grant  after  Mr.  Weiler  has  served
         continuously  as a  director  of the  Company  and to the  extent of an
         additional  10% of such shares  after each of the next nine  successive
         six-month periods of continuous service;  therefore 6,750 shares, as of
         January 31,  1997,  of Common  Stock  underlying  this stock option are
         attributable to Mr. Weiler,  because he has the immediate  vested right
         to  acquire  such  shares  based on the  commencement  of his term as a
         director on September 11, 1992. In addition,  on November 30, 1995, Mr.
         Weiler was granted an option to purchase  2,000 shares of Common Stock,
         with an exercise price equal to $17.25, which options are fully vested.
         On May 23,  1996,  Mr.  Weiler  was  granted an option to  purchase  an
         additional  2,000  shares of Common  Stock,  with an exercise  price of
         $21.25, which options are fully vested. In addition,  the amount in the
         table  includes (a) 36,000 shares of Common Stock held by Mr.  Weiler's


                                       12
<PAGE>
                                       15


         wife and (b) 1,187 shares of  restricted  Common  Stock  granted to Mr.
         Weiler  pursuant to his  participation  in the  Company's  Non-Employee
         Director  Restricted  Stock Plan,  in which he received  such shares in
         lieu of director's fees.

(15)     Mr.  Trubiana  received an award of Restricted  Stock equal to 0.60% of
         the Company's Total Committed  Equity under the Incentive  Equity Plan,
         (24,061 Shares of Restricted  Stock). Mr. Trubiana received an award of
         Deferred Stock equal to 0.19% of the Company's Total  Committed  Equity
         under the Incentive Equity Plan (7,619 Shares), contingent upon (i) the
         average price per share of the Common Stock during the six-month period
         from March 11, 1995 to September 11, 1995 being at least $3.93 and (ii)
         Mr.  Trubiana being in the employ of the Company on September 11, 1995.
         The  Compensation  Committee of the Board of Directors  accelerated the
         vesting  of the  Deferred  Stock  and such  Shares  were  issued to Mr.
         Trubiana on January 18, 1995.  Mr.  Trubiana has been  attributed  with
         2,416  shares of Common  Stock  pursuant  to his  participation  in the
         Company's 401(k) Savings Plan in which the Company matches a portion of
         an employee's  contribution.  Pursuant to the Trustee's Second Employee
         Retention Plan, Mr. Trubiana was granted  currently  exercisable  stock
         options to purchase  4,378 shares of Common Stock at an exercise  price
         of $1.42 per share.  Mr.  Trubiana  also  received 936 shares of Common
         Stock for an  unsecured  Claim  under the Plan of  Reorganization.  Mr.
         Trubiana has purchased 2,330 shares  directly.  Mr. Trubiana  purchased
         550  shares  for his own  Individual  Retirement  Account  and his wife
         purchased 540 shares for her Individual Retirement Account.

(16)     Mr.  Koegler  received  5,510  shares  of  Restricted  Stock  under the
         Incentive Equity Plan,  4,500 shares of which have vested.  Mr. Koegler
         sold 430 of such shares.  Mr. Koegler received a currently  exercisable
         option  to  purchase  1,355  shares  of Common  Stock  pursuant  to the
         Trustee's  Second  Employee  Retention  Plan which was  approved by the
         Bankruptcy  Court  during the  Company's  bankruptcy  proceedings.  Mr.
         Koegler's account is allocated with  approximately 343 shares of Common
         Stock pursuant to his  participation  in the Company's 401(k) Plan. The
         table  includes 242 shares which have been,  or will be,  issued to the
         Trustee  for  Mr.  Koegler's   benefit  as  part  of  his  annual  base
         compensation  in lieu of cash  compensation  for the first  and  second
         quarters of fiscal  1997.  This table does not include 243 shares which
         will be issued to the Trustee for Mr. Koegler's  benefit as part of his
         annual base compensation in lieu of cash compensation for the third and
         fourth quarters of fiscal 1997.

(17)     Ms. Souder received an award of 4,000 Shares of Restricted  Stock under
         the Incentive  Equity Plan. Ms. Souder also received 2 shares of Common
         Stock for an unsecured claim under the Plan of Reorganization.  On June
         27,  1996,  Ms.  Souder was also  granted an option to  purchase  2,500
         shares of Common  Stock at an  exercise  price of $19.25 per share with
         vesting  over a three  year  period  from the date of grant.  The table
         includes 370 shares which have been,  or will be, issued to the Trustee
         for Ms.  Souder's  benefit as part of her annual base  compensation  in
         lieu of cash  compensation  for the first and second quarters of fiscal
         1997.  This table does not include  370 shares  which will be issued to
         the  Trustee  for Ms.  Souder's  benefit  as part  of her  annual  base
         compensation  in lieu of cash  compensation  for the third  and  fourth
         quarters of fiscal 1997.

                                       13
<PAGE>
                                       16


         compensation  for the first and second  quarters of fiscal  1997.  This
         table does not include  370 shares  which will be issued to the Trustee
         for Ms.  Souder's  benefit as part of her annual base  compensation  in
         lieu of cash  compensation  for the third and fourth quarters of fiscal
         1997.

(18)     Mr. Clark  received  6,010  shares of Common Stock under the  Incentive
         Equity Plan, 5,334 shares of which have vested. Mr. Clark also received
         a  currently  exercisable  option to  purchase  1,355  shares of Common
         Stock. Mr. Clark's account is attributed with  approximately 358 shares
         of Common Stock pursuant to his  participation  in the Company's 401(k)
         Plan.

(19)     Mr.  Russell  received 6,010 shares of Common Stock under the Incentive
         Equity Plan, 5,334 shares of which have vested.  Mr. Russell sold 2,665
         of such  shares.  Mr.  Russell  also  received a currently  exercisable
         option to purchase 1,355 shares of Common Stock. Mr. Russell's  account
         is attributed with approximately  2,647 shares of Common Stock pursuant
         to his  participation  in the Company's  401(k) Plan.  Mr. Russell also
         holds 2,321 shares of Common Stock for his own account.

(20)     Mr.  Lavery  received  6,510 shares of Common Stock under the Incentive
         Equity Plan,  6,010 shares of which have vested.  Mr. Lavery sold 5,505
         of such shares.  Mr. Lavery's account is attributed with  approximately
         458  shares  of  Common  Stock  pursuant  to his  participation  in the
         Company's 401(k) Plan.

(21)     Mr. Akin  received  1,500  shares of Common  Stock under the  Incentive
         Equity Plan, 1,000 shares of which have vested.  Mr. Akin also received
         a currently exercisable stock option to purchase 1,203 shares of Common
         Stock. Mr. Akin's account is attributed with 664 shares of Common Stock
         pursuant to his  participation  in the Company's  401(k) Plan. Mr. Akin
         holds 1,086 shares for his own account.

(22)     Ms. Potts  received  1,000  shares of Common Stock under the  Incentive
         Equity Plan, 666 shares of which have vested. Ms. Potts also received a
         currently  exercisable  stock  option to purchase  802 shares of Common
         Stock. On June 27, 1996, Ms. Potts received an option to purchase 5,000
         shares of  Common  Stock at an  exercise  price of  $19.25  per  share,
         one-third of which vests on the first,  second and third  anniversaries
         of the date of grant. Ms. Potts has been attributed with  approximately
         221  shares  of  Common  Stock  pursuant  to her  participation  in the
         Company's 401(k) Plan.

(23)     Mr.  Litzelfelner  received  1,000  shares  of Common  Stock  under the
         Incentive  Equity  Plan,  666 of which have vested and been sold by Mr.
         Litzelfelner.  Mr.  Litzelfelner has been attributed with 364 shares of
         Common Stock  pursuant to his  participation  in the  Company's  401(k)
         Plan.

(24)     Ms.  Martin  received  500 shares of Common  Stock under the  Incentive
         Equity Plan, 334 of which have vested.

                                       14
<PAGE>
                                       17

(25)     Mr.  Schaefer  received 500 shares of Common Stock under the  Incentive
         Equity  Plan,  334 of which have vested and been sold by Mr.  Schaefer.
         Mr.  Schaefer  has been  attributed  with 231  shares of  Common  Stock
         pursuant to his participation in the Company's 401(k) Plan.

(26)     Ms.  Davis  received  500 shares of Common  Stock  under the  Incentive
         Equity Plan,  334 of which have vested.  Ms. Davis has been  attributed
         with 239 shares of Common Stock  pursuant to her  participation  in the
         Company's 401(k) Plan. Ms. Davis also received a currently  exercisable
         option to purchase 802 shares of Common Stock.


                              PLAN OF DISTRIBUTION

         The Shares offered  hereby are being sold by the Selling  Shareholders,
each acting as principal for his or her own account. The Company will receive no
proceeds  from the sale of the Shares in this  offering.  The Shares may be sold
from  time  to  time  to  purchasers  directly  by  the  Selling   Shareholders.
Alternatively,  the  Selling  Shareholders  may sell the  Shares  in one or more
transactions  (which  may  involve  one  or  more  block  transactions)  in  the
over-the-counter market, in privately negotiated transactions,  in a combination
of such transactions or otherwise; each sale may be made either at market prices
prevailing at the time of such sale or at negotiated prices;  some or all of the
Shares may be sold through brokers acting on behalf of the Selling  Shareholders
or to dealers for resale by such  dealers;  and in  connection  with such sales,
such brokers or dealers may receive compensation in the form of discounts,  fees
or commissions from the Selling Shareholder and/or the purchasers of such Shares
for whom they may act as broker or agent (which compensation may be in excess of
customary  commissions).  It is anticipated  that the Selling  Shareholders  may
eventually  offer all of the  Shares  for sale.  All  expenses  of  registration
incurred in connection  with this  offering are being borne by the Company,  but
all brokerage  commissions  and other similar  expenses  incurred by the Selling
Shareholders will be borne by the Selling Shareholders.

         Each Selling  Shareholder  and any dealer acting in connection with the
offering of any of the Shares or any broker  executing  selling orders on behalf
of any of the Selling Shareholders may be deemed to be "underwriters" within the
meaning  of the 1933 Act in which  event any profit on the sale of any or all of
the Shares and any  discounts  or  concessions  received by any such  brokers or
dealers may be deemed to be underwriting discounts and commission under the 1933
Act. Any dealer or broker participating in any distribution of the Shares may be
required  to  deliver  a  copy  of  this  Prospectus,   including  a  Prospectus
supplement,  to any person who  purchases any of the Shares from or through such
broker or dealer.

         At the  time a  particular  offer of  Shares  is  made,  to the  extent
required,  a  supplement  to this  Prospectus  will be  distributed  which  will
identify  and set forth the  aggregate  amount of Shares  being  offered and the
terms of the offering, including the name or names of any underwriters,  dealers
or agents,  the purchase price paid by any underwriter for Shares purchased from
the  Selling   Shareholders,   any  discounts,   commissions   and  other  items
constituting  compensation from the Selling  Shareholders and/or the Company and
any  discounts,  commissions  or  concessions  allowed or  reallowed  or paid to
dealers, including the proposed selling price to the public.


                                       15
<PAGE>
                                       18


         The Selling  Shareholders  are not restricted as to the price or prices
at which they may sell their Shares.  Sales of Shares at less than market prices
may  depress the market  price of the  Company's  Common  Stock.  Moreover,  the
Selling  Shareholders are not restricted as to the number of Shares which may be
sold at any one time,  and it is possible  that a  significant  number of Shares
could be sold at the same time.

         Under applicable  rules and regulations  under the 1934 Act, any person
engaged in a distribution of the Shares may not simultaneously  engage in market
making  activities with respect to the Shares for a period of nine business days
prior to the commencement of such distribution. In addition and without limiting
the foregoing, the Selling Shareholders will be subject to applicable provisions
of the 1934 Act and the  rules and  regulations  thereunder,  including  without
limitation Rules 10b-2,  10b-6 and 10b-7,  which provisions may limit the timing
of purchases and sales of the Shares by the Selling Shareholders.

         In order to comply with certain states' securities laws, if applicable,
the  Shares  will be  sold in such  jurisdictions  only  through  registered  or
licensed brokers or dealers. In certain states the Shares may not be sold unless
the Shares have been  registered or qualified for sale in such state,  or unless
an exemption from registration or qualification is available and is obtained.


                                  LEGAL MATTERS

         The  validity  of the Shares of Common  Stock  offered  hereby has been
passed upon for the Company by the law firm of  Benesch,  Friedlander,  Coplan &
Aronoff LLP,  Cleveland,  Ohio.  H. Jeffrey  Schwartz,  a partner in the firm of
Benesch,  Friedlander,  Coplan & Aronoff LLP, is a shareholder and a director of
the Company.


                                     EXPERTS

     The consolidated  financial  statements of Cardinal Realty  Services,  Inc.
appearing in Cardinal Realty Services,  Inc.'s Annual Report (Form 10-K) for the
year  ended  December  31,  1996,  have  been  audited  by  Ernst &  Young  LLP,
independent  auditors, as set forth in their report thereon included therein and
incorporated  herein by reference.  Such financial  statements  are, and audited
financial  statements to be included in  subsequently  filed  documents will be,
incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining
to such  financial  statements (to the extent covered by consents filed with the
Securities  and Exchange  Commission)  given upon the  authority of such firm as
experts in accounting and auditing.

                                       16
<PAGE>
                                       19

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The  documents  listed  below are  incorporated  by  reference  in this
Registration Statement; and all documents concurrently and subsequently filed by
Cardinal  Realty  Services,  Inc. (the  "Company")  pursuant to Sections  13(a),
13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, prior to the filing
of a post-effective  amendment which indicates all securities  offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such document.

         (1)      The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1996 filed with the Commission on March 31,
                  1997 (File No.  0-21670) as amended on Form 10-K/A  filed with
                  the Commission on April 14, 1997.

         (2)      The  Company's  Quarterly  Report on Form 10-Q for the  fiscal
                  quarter ended March 31, 1997 filed with the  Commission on May
                  13, 1997 (File No. 0-21670).

         (3)      The description of the Common Stock contained in the Company's
                  Registration  Statement on Form 10, filed with the  Commission
                  on April 30,  1993,  as  amended  on Form 10/A  filed with the
                  Commission on June 25, 1993, Form 10/A (Amendment No. 2) filed
                  with the Commission on July 26, 1993, and Form 10/A (Amendment
                  No. 3) filed with the Commission on August 10, 1993.

         For purposes of this Registration Statement, any statement contained in
a document  incorporated  by or deemed to be  incorporated  by reference  herein
shall be deemed to be  modified  or  superseded  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by reference  modifies or supersedes such statement.
Any such statement so modified or superseded  shall not be deemed,  except as so
modified or superseded, to constitute part of this Registration Statement.

Item 4. Description of Securities.

         Not Applicable

Item 5. Interests of Named Experts and Counsel.

         The  legality  of the Common  Stock being  registered  pursuant to this
Registration  Statement has been passed upon by Benesch,  Friedlander,  Coplan &
Aronoff LLP,  outside  legal  counsel to the Company.  H.  Jeffrey  Schwartz,  a
partner in the law firm of  Benesch,  Friedlander,  Coplan & Aronoff  LLP,  is a
shareholder and director of the Company.


                                      II-1

<PAGE>
                                       20

Item 6. Indemnification of Directors and Officers.

         Regulations of the Company

         The  Company's  Regulations  provide  for the  indemnification,  to the
fullest extent  permitted by law, of any person who was, or is, or is threatened
to be made, a party to a suit or other  proceeding by reason of the fact that he
is or was a director,  officer, employee or agent of the Company, or is, or was,
serving at the request of the Company as a director,  trustee, officer, employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise.  The Regulations further provide that the Company will pay expenses,
as incurred by a director,  trustee,  officer, employee or agent, in the defense
of any such suit or other  proceeding,  and may pay such  expenses,  in the same
manner,  as incurred  by any other  person.  However,  the  indemnification  and
payment of expenses is expressly  prohibited  as to any person who, on or before
May 15, 1989 was, but who on the date of the adoption of the  Regulations was no
longer, a director,  officer, employee or agent of the Company or serving at the
request of the Company as a  director,  trustee,  officer,  employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.

         The Company is further authorized, upon approval of the Board, to enter
into  agreements  with any persons to indemnify and pay expenses of such persons
incurred in defending any action against them. The  indemnification  and payment
of  expense  provisions  of the  Regulations  are  not  exclusive  of any  other
indemnification rights existing under law or otherwise.

         Ohio Statutory Indemnification

         Under Ohio law, directors,  officers,  and employees may be indemnified
against expenses,  including attorney's fees, judgments, fines, and amounts paid
in settlement, actually and reasonably incurred in the defense of any pending or
threatened action,  suit or proceeding,  other than a derivative action, if such
director,  officer or agent  acted in good  faith and in a manner he  reasonably
believed to be in, or not opposed to, the best interests of the corporation, and
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful. The determination that such director,  officer
or employee has met the  applicable  standard of conduct shall be made: (a) by a
majority  vote of a quorum of  directors  not  parties  to the  action,  suit or
proceeding;  (b) if such a quorum is not obtainable or if a quorum  directs,  by
independent legal counsel;  (c) by the shareholders of the Company;  or (d) by a
court of common pleas or other court in which the action, suit or proceeding was
brought.

         Indemnification,  as described above, is also permitted in a derivative
action  except  that  the  indemnification   only  includes  expenses  that  are
attorney's  fees and omits  judgments,  fines and  amounts  paid in  settlement.
Indemnification   in  a  derivative   action  is  further  limited  in  that  no
indemnification  generally  will be made with respect to any claim as to which a
person is adjudged to be liable for  negligence or misconduct in  performance of
his duty to the  corporation  or any  claim  where the only  liability  asserted
against a director  relates to an unlawful loan,  dividend,  or  distribution of
assets under Ohio Revised Code ("ORC") ss. 1701.95.


                                      II-2

<PAGE>
                                       21

         Pursuant to ORC ss.  1701.13(E)(5)(a),  expenses incurred by a director
in defending an action, suit or proceeding will be paid by a corporation as they
are  incurred  in  advance  of the final  disposition  of such  action,  suit or
proceeding  upon  receipt of an  undertaking  by the director to: (a) repay such
amount  if it is  proved by clear and  convincing  evidence  that his  action or
failure to act involved an act or omission  undertaken with deliberate intent to
cause injury to the  corporation or undertaken  with reckless  disregard for the
best  interests  of the  corporation,  and (b)  reasonably  cooperate  with  the
corporation concerning the action, suit or proceeding. This duty to pay expenses
of a director does not apply if the articles or regulations  of the  corporation
specifically state that subsection (E)(5) is inapplicable to the corporation and
the only liability asserted against a director in an action,  suit or proceeding
relates to an unlawful loan,  dividend or  distribution  of assets under ORC ss.
1701.95.

         Pursuant to ORC ss. 1701.13(E)(5)(b),  expenses incurred by a director,
trustee,  officer,  employee or agent in defending an action, suit or proceeding
may be paid by the  corporation  in  advance  of the final  disposition  of such
action,  suit or  proceeding  as  authorized by the directors in a specific case
upon the receipt of an undertaking by the director,  trustee,  officer, employee
or agent to repay  such  amount if it is  ultimately  determined  that he is not
entitled to be indemnified by the corporation.

         Indemnification  authorized  under Ohio statutory law is in addition to
any other rights  granted to those  seeking  indemnification  by the articles or
regulations,  any  agreement,  any  vote of the  shareholders  or  disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding such office. Indemnification under Ohio
statutory law continues as to a person who has ceased to be a director, trustee,
officer,  employee or agent,  and inures to the benefit of the heirs,  executors
and administrators of such person.

         Indemnification Agreements

         The Company has entered into Indemnification Agreements with certain of
its directors and officers.  Under the terms of the Indemnification  Agreements,
the Company will indemnify a director or an officer, if or when he is a party or
is threatened to be made a party to any action, suit or proceeding, other than a
derivative action, by reason of the fact that he is or was a director or officer
of the Company, against any and all costs, charges,  expenses,  judgments, fines
and amounts paid in settlement,  actually and reasonably incurred,  unless it is
proved by clear and  convincing  evidence that such director or officer acted or
failed to act with  deliberate  intent to cause  injury to the  Company  or with
reckless disregard for the best interests of the Company.

         The director or officer will also be indemnified if a derivative action
is brought  against him,  unless it is proved by clear and  convincing  evidence
that such director or officer acted or failed to act with  deliberate  intent to
cause injury to the Company; provided,  however, that no indemnification will be
made with respect to any suit in which the only liability  asserted  against the
officer or director  relates to an unlawful loan,  dividend or  distribution  of
assets under ORC ss. 1701.95.


                                      II-3

<PAGE>
                                       22

         The  determination  of  whether  an  officer  or  director  has met the
standard of conduct applicable to a nonderivative  action or a derivative action
under the  Indemnification  Agreements will be made by: (a) a majority vote of a
quorum  of  directors  not  parties  to the  action,  suit  or  proceeding;  (b)
independent  legal  counsel,  if such a quorum is not  obtainable or if a quorum
directs;  (c) the shareholders of the Company; or (d) by a court of common pleas
or other court in which the action, suit or proceeding was brought.

         To the extent that a director or officer is successful on the merits or
otherwise,  he shall be  indemnified  against  expenses  actually and reasonably
incurred by him.  Expenses  actually and reasonably  incurred by the director or
officer in defending  any such action,  suit or  proceeding  will be paid by the
Company as they are incurred in advance of the final disposition of such action,
suit or proceeding upon the receipt by the Company of the undertaking  described
below.

         The Indemnification  Agreements provide for additional  indemnification
against any amount which the officer or director is or becomes  obligated to pay
relating to or arising out of any claim made  against him because of a breach of
duty which he commits  while  acting in his capacity as a director or an officer
of the Company.  However,  the Company is not  obligated to make such payment to
the extent that the Company is  prohibited by law from making such payment or to
the extent that the officer or director has  realized a personal  gain or profit
to which he is not entitled under applicable law.

         Expenses by a director  or officer in  defending  any  action,  suit or
proceeding,  will be paid as they  are  actually  and  reasonably  incurred,  in
advance of the final  disposition  of such claim,  if the officer or director is
eligible to make and does make an undertaking to: (a) repay such amount if it is
proved by clear and  convincing  evidence  that his  action  or  failure  to act
involved an act or omission undertaken with deliberate intent to cause injury to
the Company or undertaken with reckless  disregard for the best interests of the
Company,  and (b) reasonably  cooperate with the Company  concerning the action,
suit or proceeding. In any event, the officer or director may receive payment of
his  expenses  in  advance  of the final  disposition  of such  action,  suit or
proceeding,  by undertaking to repay such amount if it is ultimately  determined
that he is not entitled to be indemnified by the Company.

         The  rights  to  indemnification   set  forth  in  the  Indemnification
Agreements  permit other  indemnification  rights existing under the Articles of
Incorporation,  the  Regulations or the ORC or any other statute,  any insurance
policy,  any agreement or vote of shareholders or directors or otherwise,  as to
any actions or failures to act by the officer or director. Indemnification under
the  Indemnification  Agreements  continues  as to a director or officer who has
ceased to be a director or officer of the Company,  and inures to the benefit of
the heirs, executors and administrators of such officer or director.

         Directors and Officers Insurance

         The Company has  directors  and  officers  insurance  coverage up to an
annual  aggregate  of $10  million to  reimburse  (a)  individual  officers  and
directors if indemnification from the Company is not

                                      II-4

<PAGE>
                                       23

available  and (b) the Company with respect to its  responsibility  to indemnify
its directors and officers. The policy has the following deductible:

         o        With respect to claims by the Company, $100,000 per
                  claim.

         Exclusions  under the policy  include,  but are not limited to,  claims
involving:  (a)  dishonest,  fraudulent  or  criminal  acts  or  omissions;  (b)
allegations  of personal  profit;  (c)  remuneration  of  officers or  directors
without  shareholder  approval  when  otherwise  required;   (d)  wrongful  acts
committed subsequent to a corporate takeover;  (e) greenmail;  (f) wrongful acts
committed (i) prior to policy  inception and (ii) subsequent to policy inception
which,  when taken  together with a wrongful act  committed  prior to such date,
would  constitute  interrelated  wrongful  acts;  and (g)  punitive or exemplary
damages, criminal or civil fines or penalties imposed by law.

Item 7.   Exemption from Registration Claimed.

         Pursuant to the  Incentive  Equity Plan of the  Company,  the  Director
Plan, the Employment  Agreements and the Award Agreements with certain specified
executive officers and directors,  the Company awarded or issued in lieu of cash
compensation an aggregate of 140,218 shares of Restricted Common Stock to or for
the benefit of certain of its executive  officers and directors.  The restricted
shares were originally issued pursuant to an exemption from  registration  under
Section  4(2) of the  Securities  Act of  1933.  At the time of  issuance,  each
officer and director represented to the Company that he or she was acquiring the
Common Stock for his or her own account for  investment  purposes and that he or
she had the capacity to evaluate the merits and risks of the  investment  and to
protect  his or her own  interests  in  connection  with  the  transaction.  The
certificates  representing the shares of Common Stock bear a restrictive  legend
stating that the shares are not registered  under the Securities Act of 1933 and
may not be transferred  absent the Company's filing a registration  statement or
acknowledgment that a valid exemption from registration exists.

Item 8. Exhibits.

         4.1      Restated  Articles of  Incorporation  of the Company filed May
                  10, 1996 with the Ohio Secretary of State.

         4.2      Regulations,  as  amended,  of the  Company  (incorporated  by
                  reference   to  Exhibit  3.3  to  the  Form  10   Registration
                  Statement).

         4.3      Amended and Restated  1992  Incentive  Equity Plan of Cardinal
                  Realty Services, Inc.

         4.4      Cardinal   Realty   Services,   Inc.   Non-Employee   Director
                  Restricted Stock Plan.

         4.5      Executive Deferred Compensation Plan.

         4.6      Executive  Deferred Rabbi Trust  Agreement  dated November 27,
                  1996 between the Company and the Provident Bank.

                                      II-5

<PAGE>
                                       24


         4.7      Employment  Agreement  dated  December  1, 1995,  between  the
                  Company and John B. Bartling,  Jr.  (incorporated by reference
                  to Exhibit 10.38 of the  Company's  Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1995).

         4.8      Amendment  to  Employment  and Award  Agreements,  dated as of
                  April 18, 1996, between the Company and John B. Bartling, Jr.

         4.9      Second  Amendment  to the  Employment  Agreement,  dated as of
                  December 20, 1996,  between the Company and John B.  Bartling,
                  Jr.

         4.10     Third  Amendment  to the  Employment  Agreement,  dated  as of
                  January 1, 1997, between the Company and John B. Bartling, Jr.

         4.11     Employment  Agreement,  dated as of April 1, 1996, between the
                  Company and Mark D. Thompson.

         4.12     Amendment  to  Employment  and Award  Agreements,  dated as of
                  April 18, 1996, between the Company and Mark D. Thompson.

         4.13     Second  Amendment  to the  Employment  Agreement,  dated as of
                  December 20, 1996, between the Company and Mark D. Thompson.

         4.14     Third  Amendment  to the  Employment  Agreement,  dated  as of
                  January 1, 1997, between the Company and Mark D. Thompson.

         4.15     Employment  Agreement,  dated  April  15,  1996,  between  the
                  Company and Paul R. Selid.

         4.16     Amended and Restated Award Agreement of John B. Bartling, Jr.,
                  dated as of April 18, 1996,  relating to the Restricted Shares
                  Award (Stock Award).

         4.17     Amended  and Restated  Award  Agreement  of John B.  Bartling,
                  Jr.,  dated as of April 18, 1996,  relating to the  Restricted
                  Shares Award (Market Cap).

         4.18     Amended  and Restated  Award  Agreement  of Mark D.  Thompson,
                  dated as of April 18, 1996,  relating to the Restricted Shares
                  Award (Stock Award).

         4.19     Amended  and Restated  Award  Agreement  of Mark D.  Thompson,
                  dated as of April 18, 1996,  relating to the Restricted Shares
                  Award (Market Cap).

         4.20     Amended  and Restated  Award  Agreement  of Mark D.  Thompson,
                  dated as of April 18, 1996,  relating to the  Deferred  Shares
                  Award (Stock Bonus-Incentive Compensation).


                                      II-6

<PAGE>
                                       25

         4.21     Award Agreement  of Paul R. Selid, dated as of April 18, 1996,
                  relating to the Restricted Shares Award (Market Cap).

         4.22     Award Agreement  of Paul R. Selid, dated as of April 18, 1996,
                  relating to the Deferred  Shares Award (Stock  Bonus-Incentive
                  Compensation).

         4.23     Employment  Agreement,  dated  August  1,  1996,  between  the
                  Company and Patrick M. Holder.

         4.24     Supplemental  Letter to  Employment  Agreement  of  Patrick M.
                  Holder,  dated August 1, 1996, between the Company and Patrick
                  M. Holder.

         4.25     Restricted  Stock  Award  Agreement,  dated  December 1, 1995,
                  between the Company and Joseph E. Madigan.

         4.26     Restricted  Stock  Award  Agreement,  dated  December 1, 1996,
                  between the Company and Joseph E. Madigan.

         4.27     Employment  Agreement,  dated as of June 1,  1997,  among  the
                  Company, LEAF Asset Management, Inc. and Leslie Fox.

         4.28     Award  Agreement  between  the Company and Leslie Fox dated as
                  of June 1, 1997 relating to the Restricted Stock Awards (Stock
                  Award).

         4.29     Award  Agreement  between  the Company and Leslie Fox dated as
                  of  June 1,  1997  relating  to the  Restricted  Stock  Awards
                  (Investment Return).

         4.30     Employment  Agreement,  dated as of January 1, 1997, among the
                  Company, Lexford Properties, Inc. and James D. Alexander.

         4.31     Award  Agreement  between the  Company and James D.  Alexander
                  dated as of January 1, 1997 (Stock Award).

         4.32     Award  Agreement  between  the  Company and James D. Alexander
                  dated as of January 1, 1997 (Stock Bonus).
      
         4.33     Award  Agreement  between  the  Company  and Michele R. Souder
                  dated as of January 1, 1997.

         4.34     Award  Agreement  between the  Company  and Ronald P.  Koegler
                  dated as of January 1, 1997.

         5.1      Opinion of Benesch, Friedlander, Coplan & Aronoff LLP, outside
                  counsel to the Company, regarding legality.

         23.1     Consent of Ernst & Young LLP, independent public accountants.


                                      II-7

<PAGE>
                                       26


         23.2     Consent  of  Benesch,   Friedlander,   Coplan  &  Aronoff  LLP
                  (contained  in its  opinion  filed  as  Exhibit  5.1  to  this
                  Registration Statement).

         24.1     Powers of Attorney  (included in Part II of this  Registration
                  Statement).


         *        Incorporated herein by reference as indicated.

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  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  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  by the  registrant  pursuant  to
                  Section 13 or Section 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.


                                      II-8

<PAGE>
                                       27


                  (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 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 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  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.


                                      II-9

<PAGE>
                                       28



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Columbus,  State of Ohio,  on this 3rd  day of
July, 1997.

                                           CARDINAL REALTY SERVICES, INC.
                                           (Registrant)


                                           By:  /s/ John B. Bartling, Jr.
                                                --------------------------------
                                                John B. Bartling, Jr.
                                                President, Chief Executive
                                                Officer and
                                                Director



                                      II-10

<PAGE>
                                       29


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  John B.  Bartling,  Jr.  and Mark D.
Thompson,  or either of them,  his true and lawful  attorney-in-fact  and agent,
with full power of  substitution  and  resubstitution,  for him and in his name,
place and stead,  in any and all  capacities,  to sign any and all amendments to
this  Registration  Statement,  and to file the same, with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact,  agent,  or their  substitutes  may lawfully do or cause to be
done by virtue hereof.

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


Dated:      June 17, 1997                        /s/ Joseph E. Madigan
                                                 -------------------------------
                                                 Joseph E. Madigan
                                                 Chairman of the Board

Dated:      July 3, 1997                         /s/ John B. Bartling, Jr.
                                                 -------------------------------
                                                 John B. Bartling, Jr.
                                                 President, Chief Executive
                                                 Officer and Director 
                                                 (principal executive
                                                 officer)

Dated:      July 3, 1997                         /s/ Mark D. Thompson
                                                 -------------------------------
                                                 Mark D. Thompson
                                                 Executive Vice President and
                                                 Chief Financial
                                                 Officer (principal financial
                                                 officer)

Dated:      July 3, 1997                         /s/ Ronald P. Koegler
                                                 -------------------------------
                                                 Ronald P. Koegler
                                                 Vice President and Controller
                                                 (chief accounting officer)

Dated:      June 17, 1997                        /s/ Robert V. Gothier, Sr.
                                                 -------------------------------
                                                 Robert V. Gothier, Sr.
                                                 Director

Dated:      June 17, 1997                        /s/ George J. Neilan
                                                 -------------------------------
                                                 George J. Neilan
                                                 Director


<PAGE>
                                       30

Dated:      June 17, 1997                        /s/ George R. Oberer, Sr.
                                                 -------------------------------
                                                 George R. Oberer, Sr.
                                                 Director

Dated:      June 18, 1997                        /s/ Glenn C. Pollack
                                                 -------------------------------
                                                 Glenn C. Pollack
                                                 Director

Dated:      June 20, 1997                        /s/ H. Jeffrey Schwartz
                                                 -------------------------------
                                                 H. Jeffrey Schwartz
                                                 Director

Dated:      June 18, 1997                        /s/ Gerald E. Wedren
                                                 -------------------------------
                                                 Gerald E. Wedren
                                                 Director

Dated:      June 17, 1997                        /s/ Robert J. Weiler
                                                 -------------------------------
                                                 Robert J. Weiler
                                                 Director


<PAGE>
                                       31


                                  EXHIBIT INDEX

EXHIBIT NO.                   EXHIBIT DESCRIPTION                       PAGE NO.

4.1      Restated  Articles of  Incorporation  of the Company filed 
         May 10, 1996 with the Ohio Secretary of State.                    34

4.2      Regulations,  as amended, of the Company  (incorporated by
         reference to Exhibit 3.3 to the Form 10 Registration 
         Statement).                                                       *

4.3      Amended and  Restated  1992  Incentive  Equity Plan of
         Cardinal Realty Services, Inc.                                    56

4.4      Cardinal Realty Services,  Inc.  Non-Employee Director
         Restricted Stock Plan.                                            68

4.5      Executive Deferred Compensation Plan.                             73

4.6      Executive  Deferred  Rabbi  Trust  Agreement  dated 
         November  27, 1996 between the Company and the Provident Bank.    82

4.7      Employment  Agreement  dated December 1, 1995,  between the
         Company and John B. Bartling,  Jr.  (incorporated  by
         reference to Exhibit 10.38 of the  Company's  Annual  Report
         on Form 10-K for the  fiscal  year ended December 31, 1995).      *

4.8      Amendment to  Employment  and Award  Agreements,  dated
         as of April 18, 1996, between the Company and John B. 
         Bartling, Jr.                                                     89

4.9      Second Amendment to the Employment Agreement,  dated as
         of December 20, 1996, between the Company and John B.
         Bartling, Jr.                                                     93

4.10     Third  Amendment to the  Employment  Agreement,  dated as 
         of January 1, 1997, between the Company and John B.
         Bartling, Jr.                                                     96

4.11     Employment  Agreement,  dated as of April 1, 1996,  between
         the Company and Mark D. Thompson.                                 99

4.12     Amendment to  Employment  and Award  Agreements,  dated as 
         of April 18, 1996, between the Company and Mark D. Thompson.     117

4.13     Second Amendment to the Employment Agreement,  dated as of 
         December 20, 1996, between the Company and Mark D. Thompson.     121

4.14     Third  Amendment to the  Employment  Agreement,  dated as 
         of January 1, 1997, between the Company and Mark D. Thompson.    124


<PAGE>
                                       32



4.15     Employment  Agreement,  dated April 15,  1996,  between the
         Company and Paul R. Selid.                                       127

4.16     Amended and Restated Award Agreement of John B. Bartling,
         Jr., dated as of April 18,  1996,  relating to the 
         Restricted  Shares  Award  (Stock Award).                        143

4.17     Amended and Restated Award  Agreement of John B. Bartling, 
         Jr., dated as of April 18, 1996,  relating to the Restricted
         Shares Award (Market Cap).                                       148

4.18     Amended and Restated Award Agreement of Mark D. Thompson, 
         dated as of April 18, 1996, relating to the Restricted Shares 
         Award (Stock Award).                                             154

4.19     Amended and Restated Award Agreement of Mark D. Thompson, 
         dated as of April 18, 1996, relating to the Restricted Shares 
         Award (Market Cap).                                              159

4.20     Amended and Restated Award Agreement of Mark D. Thompson, 
         dated as of April  18,  1996,   relating  to  the  Deferred  
         Shares  Award  (Stock Bonus-Incentive Compensation).             165

4.21     Award Agreement of Paul R. Selid, dated as of April 18,
         1996, relating to the Restricted Shares Award (Market Cap).      171

4.22     Award Agreement of Paul R. Selid, dated as of April 18,
         1996, relating to the Deferred Shares Award (Stock
         Bonus-Incentive Compensation).                                   177

4.23     Employment  Agreement,  dated  August 1, 1996,  between
         the Company and Patrick M. Holder.                               183

4.24     Supplemental Letter to Employment Agreement of Patrick M. 
         Holder, dated August 1, 1996, between the Company and
         Patrick M. Holder.                                               190

4.25     Restricted Stock Award Agreement,  dated December 1, 1995, 
         between the Company and Joseph E. Madigan.                       192

4.26     Restricted Stock Award Agreement,  dated December 1, 1996, 
         between the Company and Joseph E. Madigan.                       196

4.27     Employment Agreement, dated as of June 1, 1997, among the
         Company, LEAF Asset Management, Inc. and Leslie Fox.             200


<PAGE>
                                       33


4.28     Award Agreement between the Company and Leslie Fox dated as
         of June 1, 1997 relating to the Restricted Stock Awards 
         (Stock Award).                                                  221

4.29     Award Agreement between the Company and Leslie Fox dated as 
         of June 1, 1997 relating to the Restricted Stock Awards
         (Investment Return).                                            226

4.30     Employment  Agreement,  dated as of January 1, 1997, among 
         the Company, Lexford Properties, Inc. and James D. Alexander.   231

4.31     Award Agreement  between the Company and James D. Alexander
         dated as of January 1, 1997 (Stock Award).                      243

4.32     Award Agreement between the Company and James D. Alexander
         dated as of January 1, 1997 (Stock Bonus).                      247

4.33     Award  Agreement  between the Company and Michele R. Souder 
         dated as of January 1, 1997.                                    253

4.34     Award  Agreement  between the Company and Ronald P. Koegler
         dated as of January 1, 1997.                                    256

5.1      Opinion of Benesch, Friedlander,  Coplan & Aronoff LLP, 
         outside counsel to the Company, regarding legality.             259

23.1     Consent of Ernst & Young LLP, independent public accountants.   261

23.2     Consent of Benesch, Friedlander, Coplan & Aronoff LLP 
         (contained in its opinion filed as Exhibit 5.1 to this
         Registration Statement).                                         * 

24.1     Powers  of  Attorney   (included  in  Part  II  of  this         *
         Registration Statement). 


         * Incorporated herein by reference as indicated.
[{"type": "S-8", "sequence": "1", "description": "CRSI FORM S-8 TO REGISTER EMPLOYMENT PLANS", "secsgml_size_bytes": 107606}]
{"company-data": {"conformed-name": "CARDINAL REALTY SERVICES INC", "cik": "0000903324", "assigned-sic": "6513", "irs-number": "314427382", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30849", "film-number": "97637128"}, "business-address": {"street1": "6954 AMERICANA PKWY", "city": "REYNOLDSBURG", "state": "OH", "zip": "43068", "phone": "6147591566"}, "mail-address": {"street1": "6954 AMERICANA PKWY", "city": "REYNOLDSBURG", "state": "OH", "zip": "43068"}}
Registration No. 33-
     As filed with the Securities and Exchange Commission on July 8, 1997
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                 ---------------
                         CARDINAL REALTY SERVICES, INC.
             (Exact Name of Registrant as Specified in its Charter)

              OHIO                                               31-4427382
 (State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)
                             6954 AMERICANA PARKWAY
                            REYNOLDSBURG, OHIO 43068
           (Address of Principal Executive Offices Including Zip Code)
                                 ---------------

               AMENDED AND RESTATED 1992 INCENTIVE EQUITY PLAN OF
                         CARDINAL REALTY SERVICES, INC.,
                  NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN,
               EMPLOYMENT AGREEMENTS AND AWARD AGREEMENTS BETWEEN
                 THE COMPANY AND EACH OF JOHN B. BARTLING, JR.,
      MARK D. THOMPSON, PAUL R. SELID, JAMES D. ALEXANDER AND LESLIE B. FOX
                 SUPPLEMENTAL LETTER TO EMPLOYMENT AGREEMENT OF
              PATRICK M. HOLDER BETWEEN THE COMPANY AND MR. HOLDER,
           AWARD AGREEMENTS BETWEEN THE COMPANY AND JOSEPH E. MADIGAN
                  AND AWARD AGREEMENTS BETWEEN THE COMPANY AND
                     RONALD P. KOEGLER AND MICHELE R. SOUDER

                            (Full Title of the Plans)

                           -------------------------
                                    COPY TO:
       JEFFREY D. MEYER                          BRADLEY A. VAN AUKEN
CARDINAL REALTY SERVICES, INC.        BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP
    6954 AMERICANA PARKWAY                     2300 BP AMERICA BUILDING
   REYNOLDSBURG, OHIO  43068                       200 PUBLIC SQUARE
        (614) 759-1566                        CLEVELAND, OHIO  44114-2378
                                                    (216) 363-4500
           (Name and Address Including Zip Code; and Telephone Number,
                   Including Area Code, of Agent for Service)
                                 ---------------
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
 As soon as practicable after the effective date of this Registration Statement

         If the only securities  being registered on this form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box: __

         If any of the  securities  being  registered  on  this  form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933,  other than  securities  offered only in connection with
dividend or interest reinvestment plans, check the following box: |X|

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
    TITLE OF     |   AMOUNT    |PROPOSED MAXIMUM|PROPOSED MAXIMUM |  AMOUNT OF |
   SECURITIES    |   TO BE     | OFFERING PRICE |   AGGREGATE     |REGISTRATION|
TO BE REGISTERED |REGISTERED 1 |  PER SHARE 2   |OFFERING PRICE 2 |    FEE     |
--------------------------------------------------------------------------------
COMMON STOCK,    |   440,218   |    VARIABLE    | $ 10,400,150    |$ 3,151.56  |
WITHOUT PAR VALUE|   SHARES    |                |                 |            |
=================|=============|================|=================|=============
-----------------------

    1 THIS  REGISTRATION  STATEMENT  ALSO INCLUDES AN  INDETERMINABLE  NUMBER OF
      SHARES  OF COMMON  STOCK  WHICH  MAY BE  ISSUED  UNDER  THE  ANTI-DILUTION
      PROVISIONS OF THE PLANS.

    2 ESTIMATED IN ACCORDANCE  WITH RULE 457 UNDER THE  SECURITIES  ACT OF 1933,
      SOLELY FOR THE PURPOSE OF CALCULATING THE  REGISTRATION  FEE, ON THE BASIS
      OF (A) THE AVERAGE PRICE AT WHICH EXISTING OPTIONS MAY BE EXERCISED OR (B)
      THE  AVERAGE OF THE  HIGH AND LOW  PRICES OF THE  COMMON  STOCK ON JULY 1,
      1997 AS REPORTED ON THE NASDAQ  NATIONAL MARKET SYSTEM WITH RESPECT TO ALL
      OTHER SHARES OF COMMON STOCK.
2

         This Registration  Statement registers shares of Common Stock,  without
par value, of Cardinal Realty  Services,  Inc. (the "Company")  250,000 of which
have been issued by the Company  under the Amended and Restated  1992  Incentive
Equity Plan of Cardinal Realty  Services,  Inc. (the  "Incentive  Equity Plan"),
50,000 of which are to be issued  under  the  Non-Employee  Director  Restricted
Stock Plan (the "Director Plan"),  127,834 of which are to be issued pursuant to
the  Employment  and Award  Agreements  between  the Company and each of John B.
Bartling, Jr., Mark D. Thompson, Paul R. Selid, James D. Alexander and Leslie B.
Fox (the "Employment Agreements"),  7,159 of which may be issued pursuant to the
Supplemental Letter to the Employment Agreement of Patrick M. Holder between the
Company and Mr. Holder (the "Letter Agreement"), 4,000 of which are to be issued
under  Restricted  Stock  Award  Agreements  between  the  Company and Joseph E.
Madigan  (the "Award  Agreements")  and 1,225 which are to be issued under Award
Agreements  between the Company and Ronald P. Koegler and Michele R. Souder. The
securities  registered  on this  Registration  Statement  which are to be issued
under the Incentive  Equity Plan are in addition to those securities for which a
Registration  Statement  on Form S-8  filed  March  9,  1995,  Registration  No.
33-90184, is effective relating to the Incentive Equity Plan.
3

                                     PART I

REOFFER PROSPECTUS
(SUPPLEMENT)
                                 194,646 SHARES

                         CARDINAL REALTY SERVICES, INC.

                                  COMMON STOCK

         This Reoffer Prospectus (Supplement) supplements the Reoffer Prospectus
dated March 8, 1995 originally filed with the Registration Statement of Cardinal
Realty  Services,  Inc.  (together  with  its  subsidiaries  where  the  context
requires,  the "Company")  filed with the Securities and Exchange  Commission on
March 9, 1995 (the "Prospectus").  The shares of Common Stock, without par value
("Common Stock"), of the Company, offered pursuant to this Prospectus consist of
194,646  shares  (the  "Shares")  which  eventually  may be offered  for sale by
certain  holders of Common Stock (the "Selling  Shareholders").  The Company has
agreed to pay all of the expenses of this offering,  but will not receive any of
the  proceeds  from the sale of the  Shares  by the  Selling  Shareholders.  See
"Selling  Shareholders."  All brokerage  commissions and other similar  expenses
incurred by the Selling Shareholders will be borne by the Selling  Shareholders.
The aggregate  proceeds to the Selling  Shareholders from the sale of the Shares
will be the  purchase  price of the  Shares  sold,  less the  aggregate  agents'
commissions and underwriters'  discounts, if any, and other expenses of issuance
and  distribution  not borne by the Company.  See "Use of Proceeds" and "Plan of
Distribution."

         The Common Stock is listed on the NASDAQ  National  Market System under
the symbol  "CRSI." On July 1, 1997,  the last reported  high and low bid prices
of the Common Stock were $24.00 per share and $23.25 per share, respectively.

         The Selling Shareholders directly,  through agents designated from time
to time, or through dealers or underwriters also to be designated,  may sell the
Shares  from  time to time on terms to be  determined  at the time of sale.  The
Selling  Shareholders may sell the Shares in one or more transactions (which may
involve one or more block transactions) on the NASDAQ National Market System, in
sales  occurring  in  the  over-the-counter   market,  in  privately  negotiated
transactions,  or in a combination of such  transactions;  each sale may be made
either at market  prices  prevailing  at the time of such sale or at  negotiated
prices;  some or all of the Shares may be sold through  brokers acting on behalf
of the Selling  Shareholders  or to dealers for resale by such  dealers;  and in
connection with such sales, such brokers or dealers may receive  compensation in
the form of discounts,  fees or commissions from the Selling Shareholders and/or
the  purchasers of such Shares for whom they may act as broker or agent.  To the
extent  required,  the  specific  Shares to be sold,  the  names of the  Selling
Shareholders,  the purchase price,  the public offering price,  the names of any
such agents, dealers or underwriters and any applicable commissions or discounts
with  respect  to a  particular  offer  will  be set  forth  in an  accompanying
Prospectus Supplement.

                                        1
4

         The Selling Shareholders and any broker-dealers, agents or underwriters
that participate with the Selling Shareholders in the distribution of the Shares
may be deemed to be  "underwriters"  within the meaning of the Securities Act of
1933, as amended (the "1933 Act"), and any commissions  received by them and any
profit  on the  resale  of the  Shares  purchased  by them may be  deemed  to be
underwriting commissions or discounts under the 1933 Act.

         No  dealer,  salesman  or  other  person  is  authorized  to  give  any
information  or to make  any  representations  other  than  those  contained  or
incorporated  by  reference  in this  Prospectus  and,  if given  or made,  such
information or representation  must not be relied upon as having been authorized
by the Company or the Selling Shareholders, or any underwriter, dealer or agent.
This  Prospectus  and any  supplement  thereto shall not  constitute an offer to
sell, or the  solicitation  of an offer to buy, any of the Shares offered hereby
in any jurisdiction where, or to any person to whom, it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any  circumstances,  create an implication that there has
been no change in the affairs of the  Company  since the date hereof or thereof,
or that the information contained herein is correct as of any time subsequent to
the date hereof.

            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
            THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION")
                 OR ANY STATE SECURITIES COMMISSION NOR HAS THE
                  COMMISSION OR ANY STATE SECURITIES COMMISSION
                     PASSED UPON THE ACCURACY OR ADEQUACY OF
                     THIS PROSPECTUS. ANY REPRESENTATION TO
                       THE CONTRARY IS A CRIMINAL OFFENSE.

                 The date of this Prospectus is July 8, 1997.

                                       2
5

                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and in
accordance therewith files reports and other information with the Commission. In
addition,  the Company  has filed with the  Commission  a Form S-8  Registration
Statement with respect to the Company's 1992 Incentive  Equity Plan and Employee
Stock  Purchase  Plan on March 8, 1995  which  registered  certain of the Shares
offered hereby (the "Registration Statement").  This Prospectus does not contain
all the information set forth in the Registration Statement and the exhibits and
schedules relating thereto.  For further information with respect to the Company
and the Shares offered hereby,  reference is made to the Registration  Statement
and the exhibits and schedules thereto, and to the reports and other information
filed with the  Commission.  Statements  contained in this  Prospectus as to the
contents  of  any  contract  or  other  document  referred  to  herein  are  not
necessarily complete and reference is made to the copy of such contract or other
document  filed as an  exhibit  to the  Registration  Statement  of  which  this
Prospectus  forms a part, each such statement being qualified in all respects by
such  reference.  The  Registration  Statement,  and the exhibits and  schedules
thereto,  and reports and other  information  filed with the  Commission  may be
inspected  and  copied  (at  the  prescribed  rates)  at  the  public  reference
facilities  maintained by the Commission located at 450 Fifth Street, N.W., Room
1024,  Washington,  D.C.  20549,  and at the regional  offices of the Commission
located  at 7 World  Trade  Center,  New  York,  New York  10048 and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can
be  obtained  from the Public  Reference  Section of the  Commission,  450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The  following  documents,  each  as  filed  by the  Company  with  the
Commission pursuant to the Exchange Act, are incorporated herein by reference:

                  (a) the  Company's  Annual  Report on Form 10-K for the fiscal
         year ended  December  31, 1996 filed with the  Commission  on March 31,
         1997  (File No.  0-21670)  as  amended  on Form  10-K/A  filed with the
         Commission on April 14, 1997;

                  (b) the Company's Quarterly Report on Form 10-Q for the fiscal
         quarter ended March 31, 1997 filed with the  Commission on May 13, 1997
         (File No. 0-21670); and

                  (c) the description of the Company's Common Stock contained in
         its  Registration  Statement on Form 10, filed with the  Commission  on
         April 30, 1993,  as amended on Form 10/A filed with the  Commission  on
         June 25, 1993, Form 10/A (Amendment No. 2) filed with the Commission on
         July  26,  1993,  and  Form  10/A  (Amendment  No.  3)  filed  with the
         Commission on August 10, 1993.

         All  documents  concurrently  or  subsequently  filed  by  the  Company
pursuant to Sections  13(a),  13(c),  14 or 15(d) of the 1934 Act,  prior to the
termination of this offering, shall be deemed

                                        3
6

incorporated  by  reference in the  Prospectus  and to be a part hereof from the
respective  date of filing each such  document.  Any  statement  contained  in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or  superseded  for  purposes  of this  Prospectus  to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Prospectus.

         The Company will provide,  without charge,  to each person to whom this
Prospectus is delivered,  on the request of such person,  a copy of any document
incorporated by reference herein (other than exhibits to such documents,  unless
they are  specifically  incorporated  by  reference  herein).  Requests for such
documents should be directed to Cardinal Realty  Services,  Inc., 6954 Americana
Parkway,  Reynoldsburg,  Ohio 43068,  Attention:  Jeffrey D.  Meyer,  or made by
telephone at (614) 759-1566.

                                   THE COMPANY

         Cardinal Realty Services, Inc., a corporation organized under Ohio law,
together  with  its   subsidiaries,   provides  real  estate  services  and  has
substantial real estate holdings in one of the largest  multi-family real estate
portfolios  in the United  States.  The Company is  associated  in an  ownership
capacity with over 34,000  apartment units in 15 states in the eastern region of
the United  States.  In  addition,  the Company is  associated  in a  management
capacity with  substantially  all such apartment  units in which it maintains an
ownership interest and with an additional 21,000 apartment units, principally in
nine western states.

         The Company's principal executive offices are located at 6954 Americana
Parkway,  Reynoldsburg,  Ohio 43068 (telephone:  (614) 759-1566).  The Company's
operations are highly centralized. In addition, the Company employs regional and
district  managers  and  resident  property  managers in real estate  management
functions.

                                 USE OF PROCEEDS

         The  Shares   being   offered  are  for  the  account  of  the  Selling
Shareholders.  Accordingly,  the Company will receive none of the proceeds  from
the sale of the Shares.

                              SELLING SHAREHOLDERS

         The following table sets forth as of June 30, 1997, certain information
with  respect to each of the  Selling  Shareholders,  provided  by said  Selling
Shareholder,  including the name and position with the Company,  if any, of each
of the  Selling  Shareholders  and the  number of Shares  that may be offered by
each.  The number of Shares  which  actually  may be sold by each of the Selling
Shareholders  will be determined  from time to time by each Selling  Shareholder
and may depend

                                       4
7

upon a number of factors,  including  the price of the Common Stock from time to
time.  Because each of the Selling  Shareholders  may offer all, some or none of
the Shares  that each  holds,  and because  the  offering  contemplated  by this
Prospectus is not being underwritten on a firm commitment basis, no estimate can
be given as to the  number  of Shares  that will be held by each of the  Selling
Shareholders  upon or prior to termination  of this offering.  It is anticipated
that the Selling  Shareholders  may eventually offer all of the Shares for sale.
See "Plan of Distribution."

         As noted in the footnotes to the table,  the final  determination as to
the number of Shares of Common  Stock that  certain of the Selling  Shareholders
received was dependent on the Company's  Total  Committed  Equity (as defined in
the Incentive Equity Plan), which was determined upon the completion of the Plan
of Reorganization claims process. The process of settling the claims (as defined
in Section 101(5) of the Bankruptcy Code,  "Claims") of unsecured  creditors has
been a major undertaking for the Company since approximately  12,180 Claims were
filed for an aggregate of $2.57 billion.  The Plan of Reorganization  authorized
the  payment  of one share of Common  Stock for each $50 of  Allowed  Claims (as
defined in the Plan of Reorganization). On March 15, 1996, the Company filed its
final  post-confirmation  report with the United States Bankruptcy Court for the
Southern District of Ohio,  Eastern Division (the "Bankruptcy  Court") regarding
the  consolidated  cases  (In re  Cardinal  Industries,  Inc.  et al.,  Case No.
2-89-02779  in the  Bankruptcy  Court) and  completed  service to nearly  30,000
parties in interest of the  Bankruptcy  Court's  order  proposing to close those
cases. On November 25, 1996 the final decree closing the consolidated  cases was
entered.

         On June 1, 1997, the Company had outstanding 4,486,592 shares of Common
Stock (the number upon which the percentages in the table below are based).

--------------------------------------------------------------------------------
                        |    Number of Shares of    |                           
Name of Selling         |   Common Stock Owned or   |                           
Shareholder and         |   Deemed to be Owned by   |    Shares of Common Stock 
   Position             |    Selling Shareholder    |        Offered Hereby     
--------------------------------------------------------------------------------
                        |     Shares  % of Class (1)|    Shares      % of Class 
--------------------------------------------------------------------------------
Joseph E. Madigan       |   15,066(2)       *       |      4,316          *     
Chairman of the Board   |                           |                           
                        |                           |                           
John B. Bartling, Jr.   |   65,440(3)     1.46%     |     60,440          *     
President and Chief     |                           |                           
Executive Officer       |                           |                           
                        |                           |                           
Mark D. Thompson        |   33,545(4)       *       |     28,545          *     
Executive Vice          |                           |                           
President               |                           |                           
                        |                           |                           
Leslie B. Fox           |   16,500(5)       *       |     16,500          *     
Executive Vice          |                           |                           
President               |                           |                           

                                       5
8

--------------------------------------------------------------------------------
                        |    Number of Shares of    |                           
Name of Selling         |   Common Stock Owned or   |                           
Shareholder and         |   Deemed to be Owned by   |    Shares of Common Stock 
   Position             |    Selling Shareholder    |        Offered Hereby     
--------------------------------------------------------------------------------
                        |     Shares  % of Class (1)|    Shares      % of Class 
--------------------------------------------------------------------------------
Paul R. Selid           |  19,372(6)           *    |     15,622         *      
Senior Vice President   |                           |                           
                        |                           |                           
James D. Alexander      |   5,000(7)           *    |      5,000         *      
Vice President of       |                           |                           
Lexford                 |                           |                           
Properties, Inc.        |                           |                           
                        |                           |                           
Robert V. Gothier, Sr.  |  14,533(8)           *    |      1,108         *      
Director                |                           |                           
                        |                           |                           
George J. Neilan        |  11,085(9)           *    |        605         *      
Director                |                           |                           
                        |                           |                           
George R. Oberer, Sr.   |  32,063(10)          *    |      1,525         *      
Director                |                           |                           
                        |                           |                           
Glenn C. Pollack        |  14,786(11)          *    |      1,536         *      
Director                |                           |                           
                        |                           |                           
H. Jeffrey Schwartz     |  22,475(12)          *    |      1,725         *      
Director                |                           |                           
                        |                           |                           
Gerald E. Wedren        |  11,556(13)          *    |        806         *      
Director                |                           |                           
                        |                           |                           
Robert J. Weiler        |  47,937(14)        1.07%  |      1,187         *      
Director                |                           |                           
                        |                           |                           
Thomas Trubiana         |  42,830(15)          *    |     31,680         *      
Vice President          |                           |                           
                        |                           |                           
Ronald P. Koegler       |   7,020(16)          *    |      5,322         *      
Vice President and      |                           |                           
Controller              |                           |                           
                        |                           |                           
Michele R. Souder       |   4,372(17)          *    |      4,370         *      
Vice President          |                           |                           
                        |                           |                           
Tom Clark**             |   7,723(18)          *    |      6,010         *      
                        |                           |                           
Tom Russell**           |   9,668(19)          *    |      3,345         *      
                        |                           |                           
Steve Lavery**          |   1,463(20)          *    |      1,005         *      
                        |                           |                           
                                       6
9

--------------------------------------------------------------------------------
                        |    Number of Shares of    |                           
Name of Selling         |   Common Stock Owned or   |                           
Shareholder and         |   Deemed to be Owned by   |    Shares of Common Stock 
   Position             |    Selling Shareholder    |        Offered Hereby     
--------------------------------------------------------------------------------
                        |     Shares  % of Class (1)|    Shares      % of Class 
--------------------------------------------------------------------------------
Dain C. Akin            |  4,453(21)       *        |     1,500           *     
Vice President          |                           |                           
                        |                           |                           
Tamra L. Potts          |  3,689(22)       *        |     1,000           *     
Vice President          |                           |                           
                        |                           |                           
Alan Litzelfelner**     |    698(23)       *        |       333           *     
                        |                           |                           
Jessica Martin**        |    500(24)       *        |       500           *     
                        |                           |                           
Bob Schaefer**          |    397(25)       *        |       166           *     
                        |                           |                           
Bonita Davis**          |  1,541(26)       *        |       500           *     
========================|===========================|===========================
------------------------
*        Less than one percent (1%).
**       Denotes key employee status.

(1)      The  determination  as to the  number of Shares  of Common  Stock  that
         certain of the  Selling  Shareholders  received  was  dependent  on the
         Company's  Total Committed  Equity (as defined in the Incentive  Equity
         Plan),  which  was  determined  upon  the  completion  of the  Plan  of
         Reorganization   claims   process.   As  to  certain  of  the   Selling
         Shareholders,  the number of shares of Common  Stock  owned and,  as to
         each Selling  Shareholder,  the percentage of Common Stock indicated in
         the table are estimates based on 4,486,592 outstanding shares of Common
         Stock.

(2)      Mr. Madigan received an award of restricted Common Stock on December 1,
         1995 and  December  1, 1996 (the "1996  Award"),  each in the amount of
         2,000 shares.  All of the shares of Restricted  Stock granted under Mr.
         Madigan's  1996  award  were  issued  to The  Provident  Bank,  a state
         chartered bank, as trustee ("Trustee") of the Cardinal Realty Services,
         Inc. Executive Deferred Compensation Rabbi Trust for the benefit of Mr.
         Madigan  pursuant  to the  Executive  Deferred  Compensation  Plan  and
         Executive   Deferred   Compensation   Rabbi  Trust   Agreement.   As  a
         non-employee  director of the Company,  Mr. Madigan was granted a stock
         option to  purchase  that  number of  shares of Common  Stock  equal to
         0.1875% of the Company's Total Committed Equity (7,500 shares of Common
         Stock) on September 11, 1992. The options are exercisable to the extent
         of 10% of the shares of Common  Stock  covered  by the grant  after Mr.
         Madigan  has served  continuously  as a director of the Company for six
         months and to the extent of an additional 10% of such shares after each
         of the next nine  successive  six month periods of continuous  service;
         therefore,  6,750  shares,  as of  March  11,  1997,  of  Common  Stock
         underlying this stock option are  attributable to Mr. Madigan,  because
         he has the  immediate  vested right to acquire such shares based on the
         commencement  of his term as a  director  on  September  11,  1992.  In
         addition,  on November 30, 1995,  Mr.  Madigan was granted an option to
         purchase 2,000 shares of Common Stock,  with an exercise price equal to

                                       7
10

         $17.25 which options are fully vested. On May 23, 1996, Mr. Madigan was
         granted an option to  purchase  an  additional  2,000  shares of Common
         Stock,  with an exercise price of $21.25,  which options are also fully
         vested.  Mr.  Madigan  also  received  316 shares of  Restricted  Stock
         pursuant to his  participation in the Company's  Non-Employee  Director
         Restricted Stock Plan.

(3)      Mr.  Bartling,  on  April  15,  1996,  pursuant  to  the  terms  of his
         Employment Agreement,  as amended, with the Company,  received an award
         of 22,500 shares of Restricted  Stock under the Incentive  Equity Plan,
         one-third  of  which  vests  on each of the  third,  fourth  and  fifth
         anniversaries of the date of grant. In addition, Mr. Bartling, on April
         5,  1996,  received  an award of  20,000  shares  of  Restricted  Stock
         pursuant to the terms of his Employment Agreement, as amended, with the
         Company,  the vesting of which is contingent upon the Company achieving
         certain market  capitalization  targets.  In addition,  Mr.  Bartling's
         Employment  Agreement,  as  amended,  with  the  Company  provides  Mr.
         Bartling  with a right to  receive  up to 10,000  shares of  Restricted
         Stock in the event Mr. Bartling  purchases an equal number of shares of
         Common Stock.  Mr. Bartling  purchased 5,000 shares of Common Stock and
         was  permitted  to use a portion of his cash bonus for the 1996  fiscal
         year to purchase the remaining  5,000 shares of Common Stock to satisfy
         such matching  purchase.  All of the shares of Restricted Stock granted
         under Mr. Bartling's Employment Agreement,  as amended, are, or will be
         issued to the Trustee of the Cardinal Realty Services,  Inc.  Executive
         Deferred  Compensation  Rabbi  Trust for the  benefit  of Mr.  Bartling
         pursuant to the  Executive  Deferred  Compensation  Plan and  Executive
         Deferred Compensation Rabbi Trust Agreement. Mr. Bartling, on April 15,
         1996,  pursuant to the terms of his Employment  Agreement,  as amended,
         was also granted an option to purchase 20,000 shares of Common Stock at
         an exercise  price of $17.825 per share,  one-fourth  of which vests on
         the second, third, fourth and fifth anniversaries of the date of grant.
         Mr.  Bartling  also  received an award of 1,940  shares of Common Stock
         issued to the Trustee for Mr.  Bartling's  benefit as a stock bonus for
         1996 granted in 1997.  The table includes 1,000 shares which have been,
         or will be, issued to the Trustee for Mr. Bartling's benefit as part of
         his annual base compensation in lieu of cash compensation for the first
         and second  quarters of fiscal 1997.  This table does not include 1,000
         shares which will be issued to the Trustee for Mr.  Bartling's  benefit
         as part of his annual base  compensation  in lieu of cash  compensation
         for the third and fourth quarters of fiscal 1997.

(4)      Mr. Thompson,  on April 15, 1996,  received an award of 7,500 Shares of
         Restricted Stock, one-third of which vests on each of the third, fourth
         and fifth  anniversaries  of the date of grant pursuant to the terms of
         his Employment  Agreement,  as amended,  with the Company. In addition,
         pursuant to the terms of his Employment Agreement, as amended, with the
         Company,  Mr. Thompson,  on April 15, 1996,  received an award of 9,000
         Shares of  Restricted  Stock,  which  vesting  is  contingent  upon the
         Company achieving  certain market  capitalization  targets.  As further
         provided under his Employment Agreement,  as amended, with the Company,
         Mr.  Thompson  is  entitled  to up to an  additional  5,000  shares  of
         Restricted  Stock if Mr.  Thompson  purchases  an equal  number of such
         shares.  Mr.  Thompson  purchased  2,500 shares of Common Stock and was

                                       8
11

         permitted  to use a portion of his cash bonus for the 1996  fiscal year
         to receive the  remaining  2,500 shares of Common Stock to satisfy such
         matching  purchase.  All of the  Shares  of  Restricted  Stock  granted
         pursuant to Mr. Thompson's Employment  Agreement,  as amended, are, and
         will be, issued to the Trustee for the benefit of Mr. Thompson pursuant
         to the Executive  Deferred  Compensation  Plan and  Executive  Deferred
         Compensation  Rabbi Trust Agreement.  Mr.  Thompson,  on April 1, 1996,
         pursuant to the terms of his Employment Agreement, as amended, was also
         granted  an  option to  purchase  12,500  shares of Common  Stock at an
         exercise  price of $17.625 per share,  one-fifth  of which vests on the
         first,  second,  third,  fourth and fifth  anniversaries of the date of
         grant.  Mr.  Thompson  also received an award of 3,817 shares of Common
         Stock issued to the Trustee for Mr. Thompson's benefit as a stock bonus
         for 1996  granted in 1997.  The table  includes  728 shares  which have
         been, or will be, issued to the Trustee for Mr.  Thompson's  benefit as
         part of his annual base  compensation in lieu of cash  compensation for
         the first  and  second  quarters  of fiscal  1997.  The table  does not
         include  727  shares  which  will  be  issued  to the  Trustee  for Mr.
         Thompson's  benefit as part of his annual base  compensation in lieu of
         cash compensation for the third and fourth quarters of fiscal 1997.

(5)      Ms.  Fox,  on June 1,  1997,  received  an  award of  7,500  Shares  of
         Restricted  Stock,  one-  third  of which  vests on each of the  third,
         fourth and fifth  anniversaries  of the date of grant  pursuant  to the
         terms of her  Employment  Agreement  with  the  Company.  In  addition,
         pursuant to the terms of her Employment Agreement with the Company, Ms.
         Fox, on June 1, 1997,  received an award of 9,000 shares of  Restricted
         Stock,  which vesting is contingent upon the Company's internal rate of
         return  on its  investment  in LEAF  Asset  Management,  Inc.  (an Ohio
         corporation  and wholly  owned  subsidiary  of the  Company)  achieving
         certain targets. Ms. Fox, on June 1, 1997, pursuant to the terms of her
         Employment  Agreement,  was also  granted an option to purchase  12,500
         shares of  Common  Stock at an  exercise  price of  $23.75  per  share,
         one-fifth of which vests on the first, second,  third, fourth and fifth
         anniversaries of the date of grant.

(6)      Mr.  Selid,  on April 15,  1996,  received an award of 9,000  Shares of
         Restricted  Stock,  the vesting of which is contingent upon the Company
         achieving certain market  capitalization  targets pursuant to the terms
         of his Employment Agreement with the Company. In addition,  pursuant to
         the terms of his Employment  Agreement  with the Company,  Mr. Selid is
         entitled to up to an additional 2,500 shares of Restricted Stock if Mr.
         Selid  purchases an equal number of such  shares.  Mr. Selid  purchased
         1,250 shares of Common Stock and was  permitted to use a portion of his
         cash bonus for the 1996  fiscal  year to receive  the  remaining  1,250
         shares of Common Stock to satisfy such  matching  purchase.  All of the
         Shares of Restricted Stock granted  pursuant to Mr. Selid's  Employment
         Agreement  are,  and will be,  issued to the Trustee for the benefit of
         Mr. Selid pursuant to the terms of the Executive Deferred  Compensation
         Plan and Executive  Deferred  Compensation  Rabbi Trust Agreement.  Mr.
         Selid,  on April 15,  1996,  pursuant  to the  terms of his  Employment
         Agreement,  as amended,  was also granted an option to purchase  12,500
         shares of Common Stock at an exercise  price of $18.25 per share,  one-
         fifth of which  vests on the  first,  second,  third,  fourth and fifth
         anniversaries of the date of grant. Mr. Selid also received an award of
         2,872  shares of Common  Stock  issued to the Trustee  for Mr.  Selid's
         benefit as a stock bonus for 1996 granted in 1997.

                                       9
12

(7)      Mr. Alexander, on January 1, 1997, received an award of 5,000 Shares of
         Restricted Stock, one-third of which vests on each of the third, fourth
         and fifth  anniversaries  of the date of grant pursuant to the terms of
         his Employment Agreement with the Company. Mr. Alexander, on January 1,
         1997,  pursuant  to the  terms of his  Employment  Agreement,  was also
         granted  an  option to  purchase  2,500  shares  of Common  Stock at an
         exercise  price of $20.63 per share,  one-third  of which  vests on the
         third,  fourth  and  fifth  anniversaries  of the  date of  grant.  Mr.
         Alexander previously received, on August 1, 1996, an option to purchase
         312 shares of Common  Stock at an  exercise  price of $19.00 per share,
         one-third  of  which  vests  on each of the  first,  second  and  third
         anniversaries of the date of grant.

(8)      As a  non-employee  director of the Company,  Mr. Gothier was granted a
         stock option to purchase that number of shares of Common Stock equal to
         0.1875% of the Company's Total Committed Equity (7,500 shares of Common
         Stock).  The options are  exercisable to the extent of 10% of shares of
         Common  Stock  covered  by the  grant  after  Mr.  Gothier  has  served
         continuously  as a  director  of the  Company  and to the  extent of an
         additional  10% of such shares  after each of the next nine  successive
         six-month periods of continuous service;  therefore 6,750 shares, as of
         January 31,  1997,  of Common  Stock  underlying  this stock option are
         attributable to Mr. Gothier,  because he has the immediate vested right
         to  acquire  such  shares  based on the  commencement  of his term as a
         director on September 11, 1992.  Mr. Gothier has exercised a portion of
         this option and purchased 3,750 shares of Common Stock. In addition, on
         November 30, 1995,  Mr. Gothier was granted an option to purchase 2,000
         shares of Common Stock,  with an exercise price equal to $17.25,  which
         options are fully vested.  On May 23, 1996,  Mr. Gothier was granted an
         option to purchase an additional 2,000 shares of Common Stock,  with an
         exercise price of $21.25,  which options are fully vested. In addition,
         the  amount  in the table  includes  (a) 300  shares  of  Common  Stock
         purchased by Mr. Gothier through his Individual Retirement Account, (b)
         2,375  shares  of  Common  Stock   purchased  by  RVG   Management  and
         Development   Company,   of  which  Mr.  Gothier  is  President  and  a
         shareholder and (c) 1,108 shares of restricted  Common Stock granted to
         Mr. Gothier pursuant to his participation in the Company's Non-Employee
         Director  Restricted  Stock Plan,  in which he received  such shares in
         lieu of director's fees.

(9)      As a  non-employee  director of the Company,  Mr.  Neilan was granted a
         stock option to purchase that number of shares of Common Stock equal to
         0.1875% of the Company's Total Committed Equity (7,500 shares of Common
         Stock).  The options are  exercisable to the extent of 10% of shares of
         Common  Stock  covered  by  the  grant  after  Mr.  Neilan  has  served
         continuously  as a  director  of the  Company  and to the  extent of an
         additional  10% of such shares  after each of the next nine  successive
         six-month periods of continuous service;  therefore 6,750 shares, as of
         January 31,  1997,  of Common  Stock  underlying  this stock option are
         attributable to Mr. Neilan,  because he has the immediate  vested right
         to  acquire  such  shares  based on the  commencement  of his term as a
         director on September 11, 1992. In addition,  on November 30, 1995, Mr.
         Neilan was granted an option to purchase  2,000 shares of Common Stock,
         with an exercise price equal to $17.25, which options are fully vested.
         On May 23,  1996,  Mr.  Neilan  was  granted an option to  purchase  an
         additional  2,000  shares of Common  Stock,  with an exercise  price of
         $21.25, which options are fully vested. In addition,  the amount in the
         table  includes 605 shares of  restricted  Common Stock  granted to Mr.
         Neilan  pursuant to his  participation  in the  Company's  Non-Employee

                                       10
13

         Director  Restricted  Stock Plan,  in which he received  such shares in
         lieu of director's fees.

(10)     As a  non-employee  director of the Company,  Mr.  Oberer was granted a
         stock option to purchase that number of shares of Common Stock equal to
         0.1875% of the Company's Total Committed Equity (7,500 shares of Common
         Stock).  The options are  exercisable to the extent of 10% of shares of
         Common  Stock  covered  by  the  grant  after  Mr.  Oberer  has  served
         continuously  as a  director  of the  Company  and to the  extent of an
         additional  10% of such shares  after each of the next nine  successive
         six-month periods of continuous service;  therefore 6,750 shares, as of
         January 31,  1997,  of Common  Stock  underlying  this stock option are
         attributable to Mr. Oberer,  because he has the immediate  vested right
         to  acquire  such  shares  based on the  commencement  of his term as a
         director on September 11, 1992. In addition,  on November 30, 1995, Mr.
         Oberer was granted an option to purchase  2,000 shares of Common Stock,
         with an exercise price equal to $17.25, which options are fully vested.
         On May 23,  1996,  Mr.  Oberer  was  granted an option to  purchase  an
         additional  2,000  shares of Common  Stock,  with an exercise  price of
         $21.25, which options are fully vested. In addition,  the amount in the
         table  includes  (a) 5,788  shares of Common  Stock  received by Oberer
         Development   Company,   of  which  Mr.   Oberer  is  President  and  a
         shareholder,  for an  unsecured  claim  under  the  Company's  Plan  of
         Reorganization,  (b) 14,000 shares of Common Stock held by Mr.  Oberer,
         individually,  and (c) 1,525 shares of restricted  Common Stock granted
         to  Mr.  Oberer  pursuant  to  his   participation   in  the  Company's
         Non-Employee  Director Restricted Stock Plan, in which he received such
         shares in lieu of director's fees.

(11)     As a  non-employee  director of the Company,  Mr. Pollack was granted a
         stock option to purchase that number of shares of Common Stock equal to
         0.1875% of the Company's Total Committed Equity (7,500 shares of Common
         Stock).  The options are  exercisable to the extent of 10% of shares of
         Common  Stock  covered  by the  grant  after  Mr.  Pollack  has  served
         continuously  as a  director  of the  Company  and to the  extent of an
         additional  10% of such shares  after each of the next nine  successive
         six-month periods of continuous service;  therefore 6,750 shares, as of
         January 31,  1997,  of Common  Stock  underlying  this stock option are
         attributable to Mr. Pollack,  because he has the immediate vested right
         to  acquire  such  shares  based on the  commencement  of his term as a
         director on September 11, 1992. In addition,  on November 30, 1995, Mr.
         Pollack was granted an option to purchase 2,000 shares of Common Stock,
         with an exercise price equal to $17.25, which options are fully vested.
         On May 23,  1996,  Mr.  Pollack  was  granted an option to  purchase an
         additional  2,000  shares of Common  Stock,  with an exercise  price of
         $21.25, which options are fully vested. In addition,  the amount in the
         table  includes (a) 2,500  shares of Common Stock held by Mr.  Pollack,
         individually,  and (b) 1,536 shares of restricted  Common Stock granted
         to  Mr.  Pollack  pursuant  to  his   participation  in  the  Company's
         Non-Employee  Director Restricted Stock Plan, in which he received such
         shares in lieu of director's fees.

(12)     As a non-employee  director of the Company,  Mr. Schwartz was granted a
         stock option to purchase that number of shares of Common Stock equal to
         0.1875% of the Company's Total Committed Equity (7,500 shares of Common
         Stock).  The options are  exercisable to the extent of 10% of shares of
         Common  Stock  covered  by the grant  after  Mr.  Schwartz  has  served

                                       11
14

         continuously  as a  director  of the  Company  and to the  extent of an
         additional  10% of such shares  after each of the next nine  successive
         six-month periods of continuous service;  therefore 6,750 shares, as of
         January 31,  1997,  of Common  Stock  underlying  this stock option are
         attributable to Mr. Schwartz, because he has the immediate vested right
         to  acquire  such  shares  based on the  commencement  of his term as a
         director on September 11, 1992. In addition,  on November 30, 1995, Mr.
         Schwartz  was  granted  an option to  purchase  2,000  shares of Common
         Stock, with an exercise price equal to $17.25,  which options are fully
         vested. On May 23, 1996, Mr. Schwartz was granted an option to purchase
         an additional  2,000 shares of Common Stock,  with an exercise price of
         $21.25, which options are fully vested. In addition,  the amount in the
         table includes (a) 10,000 shares of Common Stock held by Mr.  Schwartz,
         individually,  and (b) 1,725 shares of restricted  Common Stock granted
         to  Mr.  Schwartz  pursuant  to  his  participation  in  the  Company's
         Non-Employee  Director Restricted Stock Plan, in which he received such
         shares in lieu of director's fees.

(13)     As a  non-employee  director of the Company,  Mr.  Wedren was granted a
         stock option to purchase that number of shares of Common Stock equal to
         0.1875% of the Company's Total Committed Equity (7,500 shares of Common
         Stock).  The options are  exercisable to the extent of 10% of shares of
         Common  Stock  covered  by  the  grant  after  Mr.  Wedren  has  served
         continuously  as a  director  of the  Company  and to the  extent of an
         additional  10% of such shares  after each of the next nine  successive
         six-month periods of continuous service;  therefore 6,750 shares, as of
         January 31,  1997,  of Common  Stock  underlying  this stock option are
         attributable to Mr. Wedren,  because he has the immediate  vested right
         to  acquire  such  shares  based on the  commencement  of his term as a
         director on September 11, 1992. In addition,  on November 30, 1995, Mr.
         Wedren was granted an option to purchase  2,000 shares of Common Stock,
         with an exercise price equal to $17.25, which options are fully vested.
         On May 23,  1996,  Mr.  Wedren  was  granted an option to  purchase  an
         additional  2,000  shares of Common  Stock,  with an exercise  price of
         $21.25, which options are fully vested. In addition,  the amount in the
         table  includes 806 shares of  restricted  Common Stock  granted to Mr.
         Wedren  pursuant to his  participation  in the  Company's  Non-Employee
         Director  Restricted  Stock Plan,  in which he received  such shares in
         lieu of director's fees.

(14)     As a  non-employee  director of the Company,  Mr.  Weiler was granted a
         stock option to purchase that number of shares of Common Stock equal to
         0.1875% of the Company's Total Committed Equity (7,500 shares of Common
         Stock).  The options are  exercisable to the extent of 10% of shares of
         Common  Stock  covered  by  the  grant  after  Mr.  Weiler  has  served
         continuously  as a  director  of the  Company  and to the  extent of an
         additional  10% of such shares  after each of the next nine  successive
         six-month periods of continuous service;  therefore 6,750 shares, as of
         January 31,  1997,  of Common  Stock  underlying  this stock option are
         attributable to Mr. Weiler,  because he has the immediate  vested right
         to  acquire  such  shares  based on the  commencement  of his term as a
         director on September 11, 1992. In addition,  on November 30, 1995, Mr.
         Weiler was granted an option to purchase  2,000 shares of Common Stock,
         with an exercise price equal to $17.25, which options are fully vested.
         On May 23,  1996,  Mr.  Weiler  was  granted an option to  purchase  an
         additional  2,000  shares of Common  Stock,  with an exercise  price of
         $21.25, which options are fully vested. In addition,  the amount in the
         table  includes (a) 36,000 shares of Common Stock held by Mr.  Weiler's

                                       12
15

         wife and (b) 1,187 shares of  restricted  Common  Stock  granted to Mr.
         Weiler  pursuant to his  participation  in the  Company's  Non-Employee
         Director  Restricted  Stock Plan,  in which he received  such shares in
         lieu of director's fees.

(15)     Mr.  Trubiana  received an award of Restricted  Stock equal to 0.60% of
         the Company's Total Committed  Equity under the Incentive  Equity Plan,
         (24,061 Shares of Restricted  Stock). Mr. Trubiana received an award of
         Deferred Stock equal to 0.19% of the Company's Total  Committed  Equity
         under the Incentive Equity Plan (7,619 Shares), contingent upon (i) the
         average price per share of the Common Stock during the six-month period
         from March 11, 1995 to September 11, 1995 being at least $3.93 and (ii)
         Mr.  Trubiana being in the employ of the Company on September 11, 1995.
         The  Compensation  Committee of the Board of Directors  accelerated the
         vesting  of the  Deferred  Stock  and such  Shares  were  issued to Mr.
         Trubiana on January 18, 1995.  Mr.  Trubiana has been  attributed  with
         2,416  shares of Common  Stock  pursuant  to his  participation  in the
         Company's 401(k) Savings Plan in which the Company matches a portion of
         an employee's  contribution.  Pursuant to the Trustee's Second Employee
         Retention Plan, Mr. Trubiana was granted  currently  exercisable  stock
         options to purchase  4,378 shares of Common Stock at an exercise  price
         of $1.42 per share.  Mr.  Trubiana  also  received 936 shares of Common
         Stock for an  unsecured  Claim  under the Plan of  Reorganization.  Mr.
         Trubiana has purchased 2,330 shares  directly.  Mr. Trubiana  purchased
         550  shares  for his own  Individual  Retirement  Account  and his wife
         purchased 540 shares for her Individual Retirement Account.

(16)     Mr.  Koegler  received  5,510  shares  of  Restricted  Stock  under the
         Incentive Equity Plan,  4,500 shares of which have vested.  Mr. Koegler
         sold 430 of such shares.  Mr. Koegler received a currently  exercisable
         option  to  purchase  1,355  shares  of Common  Stock  pursuant  to the
         Trustee's  Second  Employee  Retention  Plan which was  approved by the
         Bankruptcy  Court  during the  Company's  bankruptcy  proceedings.  Mr.
         Koegler's account is allocated with  approximately 343 shares of Common
         Stock pursuant to his  participation  in the Company's 401(k) Plan. The
         table  includes 242 shares which have been,  or will be,  issued to the
         Trustee  for  Mr.  Koegler's   benefit  as  part  of  his  annual  base
         compensation  in lieu of cash  compensation  for the first  and  second
         quarters of fiscal  1997.  This table does not include 243 shares which
         will be issued to the Trustee for Mr. Koegler's  benefit as part of his
         annual base compensation in lieu of cash compensation for the third and
         fourth quarters of fiscal 1997.

(17)     Ms. Souder received an award of 4,000 Shares of Restricted  Stock under
         the Incentive  Equity Plan. Ms. Souder also received 2 shares of Common
         Stock for an unsecured claim under the Plan of Reorganization.  On June
         27,  1996,  Ms.  Souder was also  granted an option to  purchase  2,500
         shares of Common  Stock at an  exercise  price of $19.25 per share with
         vesting  over a three  year  period  from the date of grant.  The table
         includes 370 shares which have been,  or will be, issued to the Trustee
         for Ms.  Souder's  benefit as part of her annual base  compensation  in
         lieu of cash  compensation  for the first and second quarters of fiscal
         1997.  This table does not include  370 shares  which will be issued to
         the  Trustee  for Ms.  Souder's  benefit  as part  of her  annual  base
         compensation  in lieu of cash  compensation  for the third  and  fourth
         quarters of fiscal 1997.

                                       13
16

         compensation  for the first and second  quarters of fiscal  1997.  This
         table does not include  370 shares  which will be issued to the Trustee
         for Ms.  Souder's  benefit as part of her annual base  compensation  in
         lieu of cash  compensation  for the third and fourth quarters of fiscal
         1997.

(18)     Mr. Clark  received  6,010  shares of Common Stock under the  Incentive
         Equity Plan, 5,334 shares of which have vested. Mr. Clark also received
         a  currently  exercisable  option to  purchase  1,355  shares of Common
         Stock. Mr. Clark's account is attributed with  approximately 358 shares
         of Common Stock pursuant to his  participation  in the Company's 401(k)
         Plan.

(19)     Mr.  Russell  received 6,010 shares of Common Stock under the Incentive
         Equity Plan, 5,334 shares of which have vested.  Mr. Russell sold 2,665
         of such  shares.  Mr.  Russell  also  received a currently  exercisable
         option to purchase 1,355 shares of Common Stock. Mr. Russell's  account
         is attributed with approximately  2,647 shares of Common Stock pursuant
         to his  participation  in the Company's  401(k) Plan.  Mr. Russell also
         holds 2,321 shares of Common Stock for his own account.

(20)     Mr.  Lavery  received  6,510 shares of Common Stock under the Incentive
         Equity Plan,  6,010 shares of which have vested.  Mr. Lavery sold 5,505
         of such shares.  Mr. Lavery's account is attributed with  approximately
         458  shares  of  Common  Stock  pursuant  to his  participation  in the
         Company's 401(k) Plan.

(21)     Mr. Akin  received  1,500  shares of Common  Stock under the  Incentive
         Equity Plan, 1,000 shares of which have vested.  Mr. Akin also received
         a currently exercisable stock option to purchase 1,203 shares of Common
         Stock. Mr. Akin's account is attributed with 664 shares of Common Stock
         pursuant to his  participation  in the Company's  401(k) Plan. Mr. Akin
         holds 1,086 shares for his own account.

(22)     Ms. Potts  received  1,000  shares of Common Stock under the  Incentive
         Equity Plan, 666 shares of which have vested. Ms. Potts also received a
         currently  exercisable  stock  option to purchase  802 shares of Common
         Stock. On June 27, 1996, Ms. Potts received an option to purchase 5,000
         shares of  Common  Stock at an  exercise  price of  $19.25  per  share,
         one-third of which vests on the first,  second and third  anniversaries
         of the date of grant. Ms. Potts has been attributed with  approximately
         221  shares  of  Common  Stock  pursuant  to her  participation  in the
         Company's 401(k) Plan.

(23)     Mr.  Litzelfelner  received  1,000  shares  of Common  Stock  under the
         Incentive  Equity  Plan,  666 of which have vested and been sold by Mr.
         Litzelfelner.  Mr.  Litzelfelner has been attributed with 364 shares of
         Common Stock  pursuant to his  participation  in the  Company's  401(k)
         Plan.

(24)     Ms.  Martin  received  500 shares of Common  Stock under the  Incentive
         Equity Plan, 334 of which have vested.

                                       14
17

(25)     Mr.  Schaefer  received 500 shares of Common Stock under the  Incentive
         Equity  Plan,  334 of which have vested and been sold by Mr.  Schaefer.
         Mr.  Schaefer  has been  attributed  with 231  shares of  Common  Stock
         pursuant to his participation in the Company's 401(k) Plan.

(26)     Ms.  Davis  received  500 shares of Common  Stock  under the  Incentive
         Equity Plan,  334 of which have vested.  Ms. Davis has been  attributed
         with 239 shares of Common Stock  pursuant to her  participation  in the
         Company's 401(k) Plan. Ms. Davis also received a currently  exercisable
         option to purchase 802 shares of Common Stock.

                              PLAN OF DISTRIBUTION

         The Shares offered  hereby are being sold by the Selling  Shareholders,
each acting as principal for his or her own account. The Company will receive no
proceeds  from the sale of the Shares in this  offering.  The Shares may be sold
from  time  to  time  to  purchasers  directly  by  the  Selling   Shareholders.
Alternatively,  the  Selling  Shareholders  may sell the  Shares  in one or more
transactions  (which  may  involve  one  or  more  block  transactions)  in  the
over-the-counter market, in privately negotiated transactions,  in a combination
of such transactions or otherwise; each sale may be made either at market prices
prevailing at the time of such sale or at negotiated prices;  some or all of the
Shares may be sold through brokers acting on behalf of the Selling  Shareholders
or to dealers for resale by such  dealers;  and in  connection  with such sales,
such brokers or dealers may receive compensation in the form of discounts,  fees
or commissions from the Selling Shareholder and/or the purchasers of such Shares
for whom they may act as broker or agent (which compensation may be in excess of
customary  commissions).  It is anticipated  that the Selling  Shareholders  may
eventually  offer all of the  Shares  for sale.  All  expenses  of  registration
incurred in connection  with this  offering are being borne by the Company,  but
all brokerage  commissions  and other similar  expenses  incurred by the Selling
Shareholders will be borne by the Selling Shareholders.

         Each Selling  Shareholder  and any dealer acting in connection with the
offering of any of the Shares or any broker  executing  selling orders on behalf
of any of the Selling Shareholders may be deemed to be "underwriters" within the
meaning  of the 1933 Act in which  event any profit on the sale of any or all of
the Shares and any  discounts  or  concessions  received by any such  brokers or
dealers may be deemed to be underwriting discounts and commission under the 1933
Act. Any dealer or broker participating in any distribution of the Shares may be
required  to  deliver  a  copy  of  this  Prospectus,   including  a  Prospectus
supplement,  to any person who  purchases any of the Shares from or through such
broker or dealer.

         At the  time a  particular  offer of  Shares  is  made,  to the  extent
required,  a  supplement  to this  Prospectus  will be  distributed  which  will
identify  and set forth the  aggregate  amount of Shares  being  offered and the
terms of the offering, including the name or names of any underwriters,  dealers
or agents,  the purchase price paid by any underwriter for Shares purchased from
the  Selling   Shareholders,   any  discounts,   commissions   and  other  items
constituting  compensation from the Selling  Shareholders and/or the Company and
any  discounts,  commissions  or  concessions  allowed or  reallowed  or paid to
dealers, including the proposed selling price to the public.

                                       15
18

         The Selling  Shareholders  are not restricted as to the price or prices
at which they may sell their Shares.  Sales of Shares at less than market prices
may  depress the market  price of the  Company's  Common  Stock.  Moreover,  the
Selling  Shareholders are not restricted as to the number of Shares which may be
sold at any one time,  and it is possible  that a  significant  number of Shares
could be sold at the same time.

         Under applicable  rules and regulations  under the 1934 Act, any person
engaged in a distribution of the Shares may not simultaneously  engage in market
making  activities with respect to the Shares for a period of nine business days
prior to the commencement of such distribution. In addition and without limiting
the foregoing, the Selling Shareholders will be subject to applicable provisions
of the 1934 Act and the  rules and  regulations  thereunder,  including  without
limitation Rules 10b-2,  10b-6 and 10b-7,  which provisions may limit the timing
of purchases and sales of the Shares by the Selling Shareholders.

         In order to comply with certain states' securities laws, if applicable,
the  Shares  will be  sold in such  jurisdictions  only  through  registered  or
licensed brokers or dealers. In certain states the Shares may not be sold unless
the Shares have been  registered or qualified for sale in such state,  or unless
an exemption from registration or qualification is available and is obtained.

                                  LEGAL MATTERS

         The  validity  of the Shares of Common  Stock  offered  hereby has been
passed upon for the Company by the law firm of  Benesch,  Friedlander,  Coplan &
Aronoff LLP,  Cleveland,  Ohio.  H. Jeffrey  Schwartz,  a partner in the firm of
Benesch,  Friedlander,  Coplan & Aronoff LLP, is a shareholder and a director of
the Company.

                                     EXPERTS

     The consolidated  financial  statements of Cardinal Realty  Services,  Inc.
appearing in Cardinal Realty Services,  Inc.'s Annual Report (Form 10-K) for the
year  ended  December  31,  1996,  have  been  audited  by  Ernst &  Young  LLP,
independent  auditors, as set forth in their report thereon included therein and
incorporated  herein by reference.  Such financial  statements  are, and audited
financial  statements to be included in  subsequently  filed  documents will be,
incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining
to such  financial  statements (to the extent covered by consents filed with the
Securities  and Exchange  Commission)  given upon the  authority of such firm as
experts in accounting and auditing.

                                       16
19

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The  documents  listed  below are  incorporated  by  reference  in this
Registration Statement; and all documents concurrently and subsequently filed by
Cardinal  Realty  Services,  Inc. (the  "Company")  pursuant to Sections  13(a),
13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, prior to the filing
of a post-effective  amendment which indicates all securities  offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such document.

         (1)      The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1996 filed with the Commission on March 31,
                  1997 (File No.  0-21670) as amended on Form 10-K/A  filed with
                  the Commission on April 14, 1997.

         (2)      The  Company's  Quarterly  Report on Form 10-Q for the  fiscal
                  quarter ended March 31, 1997 filed with the  Commission on May
                  13, 1997 (File No. 0-21670).

         (3)      The description of the Common Stock contained in the Company's
                  Registration  Statement on Form 10, filed with the  Commission
                  on April 30,  1993,  as  amended  on Form 10/A  filed with the
                  Commission on June 25, 1993, Form 10/A (Amendment No. 2) filed
                  with the Commission on July 26, 1993, and Form 10/A (Amendment
                  No. 3) filed with the Commission on August 10, 1993.

         For purposes of this Registration Statement, any statement contained in
a document  incorporated  by or deemed to be  incorporated  by reference  herein
shall be deemed to be  modified  or  superseded  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by reference  modifies or supersedes such statement.
Any such statement so modified or superseded  shall not be deemed,  except as so
modified or superseded, to constitute part of this Registration Statement.

Item 4. Description of Securities.

         Not Applicable

Item 5. Interests of Named Experts and Counsel.

         The  legality  of the Common  Stock being  registered  pursuant to this
Registration  Statement has been passed upon by Benesch,  Friedlander,  Coplan &
Aronoff LLP,  outside  legal  counsel to the Company.  H.  Jeffrey  Schwartz,  a
partner in the law firm of  Benesch,  Friedlander,  Coplan & Aronoff  LLP,  is a
shareholder and director of the Company.

                                      II-1
20

Item 6. Indemnification of Directors and Officers.

         Regulations of the Company

         The  Company's  Regulations  provide  for the  indemnification,  to the
fullest extent  permitted by law, of any person who was, or is, or is threatened
to be made, a party to a suit or other  proceeding by reason of the fact that he
is or was a director,  officer, employee or agent of the Company, or is, or was,
serving at the request of the Company as a director,  trustee, officer, employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise.  The Regulations further provide that the Company will pay expenses,
as incurred by a director,  trustee,  officer, employee or agent, in the defense
of any such suit or other  proceeding,  and may pay such  expenses,  in the same
manner,  as incurred  by any other  person.  However,  the  indemnification  and
payment of expenses is expressly  prohibited  as to any person who, on or before
May 15, 1989 was, but who on the date of the adoption of the  Regulations was no
longer, a director,  officer, employee or agent of the Company or serving at the
request of the Company as a  director,  trustee,  officer,  employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.

         The Company is further authorized, upon approval of the Board, to enter
into  agreements  with any persons to indemnify and pay expenses of such persons
incurred in defending any action against them. The  indemnification  and payment
of  expense  provisions  of the  Regulations  are  not  exclusive  of any  other
indemnification rights existing under law or otherwise.

         Ohio Statutory Indemnification

         Under Ohio law, directors,  officers,  and employees may be indemnified
against expenses,  including attorney's fees, judgments, fines, and amounts paid
in settlement, actually and reasonably incurred in the defense of any pending or
threatened action,  suit or proceeding,  other than a derivative action, if such
director,  officer or agent  acted in good  faith and in a manner he  reasonably
believed to be in, or not opposed to, the best interests of the corporation, and
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his conduct was unlawful. The determination that such director,  officer
or employee has met the  applicable  standard of conduct shall be made: (a) by a
majority  vote of a quorum of  directors  not  parties  to the  action,  suit or
proceeding;  (b) if such a quorum is not obtainable or if a quorum  directs,  by
independent legal counsel;  (c) by the shareholders of the Company;  or (d) by a
court of common pleas or other court in which the action, suit or proceeding was
brought.

         Indemnification,  as described above, is also permitted in a derivative
action  except  that  the  indemnification   only  includes  expenses  that  are
attorney's  fees and omits  judgments,  fines and  amounts  paid in  settlement.
Indemnification   in  a  derivative   action  is  further  limited  in  that  no
indemnification  generally  will be made with respect to any claim as to which a
person is adjudged to be liable for  negligence or misconduct in  performance of
his duty to the  corporation  or any  claim  where the only  liability  asserted
against a director  relates to an unlawful loan,  dividend,  or  distribution of
assets under Ohio Revised Code ("ORC") ss. 1701.95.

                                      II-2
21

         Pursuant to ORC ss.  1701.13(E)(5)(a),  expenses incurred by a director
in defending an action, suit or proceeding will be paid by a corporation as they
are  incurred  in  advance  of the final  disposition  of such  action,  suit or
proceeding  upon  receipt of an  undertaking  by the director to: (a) repay such
amount  if it is  proved by clear and  convincing  evidence  that his  action or
failure to act involved an act or omission  undertaken with deliberate intent to
cause injury to the  corporation or undertaken  with reckless  disregard for the
best  interests  of the  corporation,  and (b)  reasonably  cooperate  with  the
corporation concerning the action, suit or proceeding. This duty to pay expenses
of a director does not apply if the articles or regulations  of the  corporation
specifically state that subsection (E)(5) is inapplicable to the corporation and
the only liability asserted against a director in an action,  suit or proceeding
relates to an unlawful loan,  dividend or  distribution  of assets under ORC ss.
1701.95.

         Pursuant to ORC ss. 1701.13(E)(5)(b),  expenses incurred by a director,
trustee,  officer,  employee or agent in defending an action, suit or proceeding
may be paid by the  corporation  in  advance  of the final  disposition  of such
action,  suit or  proceeding  as  authorized by the directors in a specific case
upon the receipt of an undertaking by the director,  trustee,  officer, employee
or agent to repay  such  amount if it is  ultimately  determined  that he is not
entitled to be indemnified by the corporation.

         Indemnification  authorized  under Ohio statutory law is in addition to
any other rights  granted to those  seeking  indemnification  by the articles or
regulations,  any  agreement,  any  vote of the  shareholders  or  disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding such office. Indemnification under Ohio
statutory law continues as to a person who has ceased to be a director, trustee,
officer,  employee or agent,  and inures to the benefit of the heirs,  executors
and administrators of such person.

         Indemnification Agreements

         The Company has entered into Indemnification Agreements with certain of
its directors and officers.  Under the terms of the Indemnification  Agreements,
the Company will indemnify a director or an officer, if or when he is a party or
is threatened to be made a party to any action, suit or proceeding, other than a
derivative action, by reason of the fact that he is or was a director or officer
of the Company, against any and all costs, charges,  expenses,  judgments, fines
and amounts paid in settlement,  actually and reasonably incurred,  unless it is
proved by clear and  convincing  evidence that such director or officer acted or
failed to act with  deliberate  intent to cause  injury to the  Company  or with
reckless disregard for the best interests of the Company.

         The director or officer will also be indemnified if a derivative action
is brought  against him,  unless it is proved by clear and  convincing  evidence
that such director or officer acted or failed to act with  deliberate  intent to
cause injury to the Company; provided,  however, that no indemnification will be
made with respect to any suit in which the only liability  asserted  against the
officer or director  relates to an unlawful loan,  dividend or  distribution  of
assets under ORC ss. 1701.95.

                                      II-3
22

         The  determination  of  whether  an  officer  or  director  has met the
standard of conduct applicable to a nonderivative  action or a derivative action
under the  Indemnification  Agreements will be made by: (a) a majority vote of a
quorum  of  directors  not  parties  to the  action,  suit  or  proceeding;  (b)
independent  legal  counsel,  if such a quorum is not  obtainable or if a quorum
directs;  (c) the shareholders of the Company; or (d) by a court of common pleas
or other court in which the action, suit or proceeding was brought.

         To the extent that a director or officer is successful on the merits or
otherwise,  he shall be  indemnified  against  expenses  actually and reasonably
incurred by him.  Expenses  actually and reasonably  incurred by the director or
officer in defending  any such action,  suit or  proceeding  will be paid by the
Company as they are incurred in advance of the final disposition of such action,
suit or proceeding upon the receipt by the Company of the undertaking  described
below.

         The Indemnification  Agreements provide for additional  indemnification
against any amount which the officer or director is or becomes  obligated to pay
relating to or arising out of any claim made  against him because of a breach of
duty which he commits  while  acting in his capacity as a director or an officer
of the Company.  However,  the Company is not  obligated to make such payment to
the extent that the Company is  prohibited by law from making such payment or to
the extent that the officer or director has  realized a personal  gain or profit
to which he is not entitled under applicable law.

         Expenses by a director  or officer in  defending  any  action,  suit or
proceeding,  will be paid as they  are  actually  and  reasonably  incurred,  in
advance of the final  disposition  of such claim,  if the officer or director is
eligible to make and does make an undertaking to: (a) repay such amount if it is
proved by clear and  convincing  evidence  that his  action  or  failure  to act
involved an act or omission undertaken with deliberate intent to cause injury to
the Company or undertaken with reckless  disregard for the best interests of the
Company,  and (b) reasonably  cooperate with the Company  concerning the action,
suit or proceeding. In any event, the officer or director may receive payment of
his  expenses  in  advance  of the final  disposition  of such  action,  suit or
proceeding,  by undertaking to repay such amount if it is ultimately  determined
that he is not entitled to be indemnified by the Company.

         The  rights  to  indemnification   set  forth  in  the  Indemnification
Agreements  permit other  indemnification  rights existing under the Articles of
Incorporation,  the  Regulations or the ORC or any other statute,  any insurance
policy,  any agreement or vote of shareholders or directors or otherwise,  as to
any actions or failures to act by the officer or director. Indemnification under
the  Indemnification  Agreements  continues  as to a director or officer who has
ceased to be a director or officer of the Company,  and inures to the benefit of
the heirs, executors and administrators of such officer or director.

         Directors and Officers Insurance

         The Company has  directors  and  officers  insurance  coverage up to an
annual  aggregate  of $10  million to  reimburse  (a)  individual  officers  and
directors if indemnification from the Company is not

                                      II-4
23

available  and (b) the Company with respect to its  responsibility  to indemnify
its directors and officers. The policy has the following deductible:

         o        With respect to claims by the Company, $100,000 per
                  claim.

         Exclusions  under the policy  include,  but are not limited to,  claims
involving:  (a)  dishonest,  fraudulent  or  criminal  acts  or  omissions;  (b)
allegations  of personal  profit;  (c)  remuneration  of  officers or  directors
without  shareholder  approval  when  otherwise  required;   (d)  wrongful  acts
committed subsequent to a corporate takeover;  (e) greenmail;  (f) wrongful acts
committed (i) prior to policy  inception and (ii) subsequent to policy inception
which,  when taken  together with a wrongful act  committed  prior to such date,
would  constitute  interrelated  wrongful  acts;  and (g)  punitive or exemplary
damages, criminal or civil fines or penalties imposed by law.

Item 7.   Exemption from Registration Claimed.

         Pursuant to the  Incentive  Equity Plan of the  Company,  the  Director
Plan, the Employment  Agreements and the Award Agreements with certain specified
executive officers and directors,  the Company awarded or issued in lieu of cash
compensation an aggregate of 140,218 shares of Restricted Common Stock to or for
the benefit of certain of its executive  officers and directors.  The restricted
shares were originally issued pursuant to an exemption from  registration  under
Section  4(2) of the  Securities  Act of  1933.  At the time of  issuance,  each
officer and director represented to the Company that he or she was acquiring the
Common Stock for his or her own account for  investment  purposes and that he or
she had the capacity to evaluate the merits and risks of the  investment  and to
protect  his or her own  interests  in  connection  with  the  transaction.  The
certificates  representing the shares of Common Stock bear a restrictive  legend
stating that the shares are not registered  under the Securities Act of 1933 and
may not be transferred  absent the Company's filing a registration  statement or
acknowledgment that a valid exemption from registration exists.

Item 8. Exhibits.

         4.1      Restated  Articles of  Incorporation  of the Company filed May
                  10, 1996 with the Ohio Secretary of State.

         4.2      Regulations,  as  amended,  of the  Company  (incorporated  by
                  reference   to  Exhibit  3.3  to  the  Form  10   Registration
                  Statement).

         4.3      Amended and Restated  1992  Incentive  Equity Plan of Cardinal
                  Realty Services, Inc.

         4.4      Cardinal   Realty   Services,   Inc.   Non-Employee   Director
                  Restricted Stock Plan.

         4.5      Executive Deferred Compensation Plan.

         4.6      Executive  Deferred Rabbi Trust  Agreement  dated November 27,
                  1996 between the Company and the Provident Bank.

                                      II-5
24

         4.7      Employment  Agreement  dated  December  1, 1995,  between  the
                  Company and John B. Bartling,  Jr.  (incorporated by reference
                  to Exhibit 10.38 of the  Company's  Annual Report on Form 10-K
                  for the fiscal year ended December 31, 1995).

         4.8      Amendment  to  Employment  and Award  Agreements,  dated as of
                  April 18, 1996, between the Company and John B. Bartling, Jr.

         4.9      Second  Amendment  to the  Employment  Agreement,  dated as of
                  December 20, 1996,  between the Company and John B.  Bartling,
                  Jr.

         4.10     Third  Amendment  to the  Employment  Agreement,  dated  as of
                  January 1, 1997, between the Company and John B. Bartling, Jr.

         4.11     Employment  Agreement,  dated as of April 1, 1996, between the
                  Company and Mark D. Thompson.

         4.12     Amendment  to  Employment  and Award  Agreements,  dated as of
                  April 18, 1996, between the Company and Mark D. Thompson.

         4.13     Second  Amendment  to the  Employment  Agreement,  dated as of
                  December 20, 1996, between the Company and Mark D. Thompson.

         4.14     Third  Amendment  to the  Employment  Agreement,  dated  as of
                  January 1, 1997, between the Company and Mark D. Thompson.

         4.15     Employment  Agreement,  dated  April  15,  1996,  between  the
                  Company and Paul R. Selid.

         4.16     Amended and Restated Award Agreement of John B. Bartling, Jr.,
                  dated as of April 18, 1996,  relating to the Restricted Shares
                  Award (Stock Award).

         4.17     Amended  and Restated  Award  Agreement  of John B.  Bartling,
                  Jr.,  dated as of April 18, 1996,  relating to the  Restricted
                  Shares Award (Market Cap).

         4.18     Amended  and Restated  Award  Agreement  of Mark D.  Thompson,
                  dated as of April 18, 1996,  relating to the Restricted Shares
                  Award (Stock Award).

         4.19     Amended  and Restated  Award  Agreement  of Mark D.  Thompson,
                  dated as of April 18, 1996,  relating to the Restricted Shares
                  Award (Market Cap).

         4.20     Amended  and Restated  Award  Agreement  of Mark D.  Thompson,
                  dated as of April 18, 1996,  relating to the  Deferred  Shares
                  Award (Stock Bonus-Incentive Compensation).

                                      II-6
25

         4.21     Award Agreement  of Paul R. Selid, dated as of April 18, 1996,
                  relating to the Restricted Shares Award (Market Cap).

         4.22     Award Agreement  of Paul R. Selid, dated as of April 18, 1996,
                  relating to the Deferred  Shares Award (Stock  Bonus-Incentive
                  Compensation).

         4.23     Employment  Agreement,  dated  August  1,  1996,  between  the
                  Company and Patrick M. Holder.

         4.24     Supplemental  Letter to  Employment  Agreement  of  Patrick M.
                  Holder,  dated August 1, 1996, between the Company and Patrick
                  M. Holder.

         4.25     Restricted  Stock  Award  Agreement,  dated  December 1, 1995,
                  between the Company and Joseph E. Madigan.

         4.26     Restricted  Stock  Award  Agreement,  dated  December 1, 1996,
                  between the Company and Joseph E. Madigan.

         4.27     Employment  Agreement,  dated as of June 1,  1997,  among  the
                  Company, LEAF Asset Management, Inc. and Leslie Fox.

         4.28     Award  Agreement  between  the Company and Leslie Fox dated as
                  of June 1, 1997 relating to the Restricted Stock Awards (Stock
                  Award).

         4.29     Award  Agreement  between  the Company and Leslie Fox dated as
                  of  June 1,  1997  relating  to the  Restricted  Stock  Awards
                  (Investment Return).

         4.30     Employment  Agreement,  dated as of January 1, 1997, among the
                  Company, Lexford Properties, Inc. and James D. Alexander.

         4.31     Award  Agreement  between the  Company and James D.  Alexander
                  dated as of January 1, 1997 (Stock Award).

         4.32     Award  Agreement  between  the  Company and James D. Alexander
                  dated as of January 1, 1997 (Stock Bonus).
      
         4.33     Award  Agreement  between  the  Company  and Michele R. Souder
                  dated as of January 1, 1997.

         4.34     Award  Agreement  between the  Company  and Ronald P.  Koegler
                  dated as of January 1, 1997.

         5.1      Opinion of Benesch, Friedlander, Coplan & Aronoff LLP, outside
                  counsel to the Company, regarding legality.

         23.1     Consent of Ernst & Young LLP, independent public accountants.

                                      II-7
26

         23.2     Consent  of  Benesch,   Friedlander,   Coplan  &  Aronoff  LLP
                  (contained  in its  opinion  filed  as  Exhibit  5.1  to  this
                  Registration Statement).

         24.1     Powers of Attorney  (included in Part II of this  Registration
                  Statement).

         *        Incorporated herein by reference as indicated.

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  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  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  by the  registrant  pursuant  to
                  Section 13 or Section 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.

                                      II-8
27

                  (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 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 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  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.

                                      II-9
28

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Columbus,  State of Ohio,  on this 3rd  day of
July, 1997.

                                           CARDINAL REALTY SERVICES, INC.
                                           (Registrant)

                                           By:  /s/ John B. Bartling, Jr.
                                                --------------------------------
                                                John B. Bartling, Jr.
                                                President, Chief Executive
                                                Officer and
                                                Director

                                      II-10
29

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  John B.  Bartling,  Jr.  and Mark D.
Thompson,  or either of them,  his true and lawful  attorney-in-fact  and agent,
with full power of  substitution  and  resubstitution,  for him and in his name,
place and stead,  in any and all  capacities,  to sign any and all amendments to
this  Registration  Statement,  and to file the same, with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact,  agent,  or their  substitutes  may lawfully do or cause to be
done by virtue hereof.

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

Dated:      June 17, 1997                        /s/ Joseph E. Madigan
                                                 -------------------------------
                                                 Joseph E. Madigan
                                                 Chairman of the Board

Dated:      July 3, 1997                         /s/ John B. Bartling, Jr.
                                                 -------------------------------
                                                 John B. Bartling, Jr.
                                                 President, Chief Executive
                                                 Officer and Director 
                                                 (principal executive
                                                 officer)

Dated:      July 3, 1997                         /s/ Mark D. Thompson
                                                 -------------------------------
                                                 Mark D. Thompson
                                                 Executive Vice President and
                                                 Chief Financial
                                                 Officer (principal financial
                                                 officer)

Dated:      July 3, 1997                         /s/ Ronald P. Koegler
                                                 -------------------------------
                                                 Ronald P. Koegler
                                                 Vice President and Controller
                                                 (chief accounting officer)

Dated:      June 17, 1997                        /s/ Robert V. Gothier, Sr.
                                                 -------------------------------
                                                 Robert V. Gothier, Sr.
                                                 Director

Dated:      June 17, 1997                        /s/ George J. Neilan
                                                 -------------------------------
                                                 George J. Neilan
                                                 Director
30

Dated:      June 17, 1997                        /s/ George R. Oberer, Sr.
                                                 -------------------------------
                                                 George R. Oberer, Sr.
                                                 Director

Dated:      June 18, 1997                        /s/ Glenn C. Pollack
                                                 -------------------------------
                                                 Glenn C. Pollack
                                                 Director

Dated:      June 20, 1997                        /s/ H. Jeffrey Schwartz
                                                 -------------------------------
                                                 H. Jeffrey Schwartz
                                                 Director

Dated:      June 18, 1997                        /s/ Gerald E. Wedren
                                                 -------------------------------
                                                 Gerald E. Wedren
                                                 Director

Dated:      June 17, 1997                        /s/ Robert J. Weiler
                                                 -------------------------------
                                                 Robert J. Weiler
                                                 Director
31

                                  EXHIBIT INDEX

EXHIBIT NO.                   EXHIBIT DESCRIPTION                       PAGE NO.

4.1      Restated  Articles of  Incorporation  of the Company filed 
         May 10, 1996 with the Ohio Secretary of State.                    34

4.2      Regulations,  as amended, of the Company  (incorporated by
         reference to Exhibit 3.3 to the Form 10 Registration 
         Statement).                                                       *

4.3      Amended and  Restated  1992  Incentive  Equity Plan of
         Cardinal Realty Services, Inc.                                    56

4.4      Cardinal Realty Services,  Inc.  Non-Employee Director
         Restricted Stock Plan.                                            68

4.5      Executive Deferred Compensation Plan.                             73

4.6      Executive  Deferred  Rabbi  Trust  Agreement  dated 
         November  27, 1996 between the Company and the Provident Bank.    82

4.7      Employment  Agreement  dated December 1, 1995,  between the
         Company and John B. Bartling,  Jr.  (incorporated  by
         reference to Exhibit 10.38 of the  Company's  Annual  Report
         on Form 10-K for the  fiscal  year ended December 31, 1995).      *

4.8      Amendment to  Employment  and Award  Agreements,  dated
         as of April 18, 1996, between the Company and John B. 
         Bartling, Jr.                                                     89

4.9      Second Amendment to the Employment Agreement,  dated as
         of December 20, 1996, between the Company and John B.
         Bartling, Jr.                                                     93

4.10     Third  Amendment to the  Employment  Agreement,  dated as 
         of January 1, 1997, between the Company and John B.
         Bartling, Jr.                                                     96

4.11     Employment  Agreement,  dated as of April 1, 1996,  between
         the Company and Mark D. Thompson.                                 99

4.12     Amendment to  Employment  and Award  Agreements,  dated as 
         of April 18, 1996, between the Company and Mark D. Thompson.     117

4.13     Second Amendment to the Employment Agreement,  dated as of 
         December 20, 1996, between the Company and Mark D. Thompson.     121

4.14     Third  Amendment to the  Employment  Agreement,  dated as 
         of January 1, 1997, between the Company and Mark D. Thompson.    124
32

4.15     Employment  Agreement,  dated April 15,  1996,  between the
         Company and Paul R. Selid.                                       127

4.16     Amended and Restated Award Agreement of John B. Bartling,
         Jr., dated as of April 18,  1996,  relating to the 
         Restricted  Shares  Award  (Stock Award).                        143

4.17     Amended and Restated Award  Agreement of John B. Bartling, 
         Jr., dated as of April 18, 1996,  relating to the Restricted
         Shares Award (Market Cap).                                       148

4.18     Amended and Restated Award Agreement of Mark D. Thompson, 
         dated as of April 18, 1996, relating to the Restricted Shares 
         Award (Stock Award).                                             154

4.19     Amended and Restated Award Agreement of Mark D. Thompson, 
         dated as of April 18, 1996, relating to the Restricted Shares 
         Award (Market Cap).                                              159

4.20     Amended and Restated Award Agreement of Mark D. Thompson, 
         dated as of April  18,  1996,   relating  to  the  Deferred  
         Shares  Award  (Stock Bonus-Incentive Compensation).             165

4.21     Award Agreement of Paul R. Selid, dated as of April 18,
         1996, relating to the Restricted Shares Award (Market Cap).      171

4.22     Award Agreement of Paul R. Selid, dated as of April 18,
         1996, relating to the Deferred Shares Award (Stock
         Bonus-Incentive Compensation).                                   177

4.23     Employment  Agreement,  dated  August 1, 1996,  between
         the Company and Patrick M. Holder.                               183

4.24     Supplemental Letter to Employment Agreement of Patrick M. 
         Holder, dated August 1, 1996, between the Company and
         Patrick M. Holder.                                               190

4.25     Restricted Stock Award Agreement,  dated December 1, 1995, 
         between the Company and Joseph E. Madigan.                       192

4.26     Restricted Stock Award Agreement,  dated December 1, 1996, 
         between the Company and Joseph E. Madigan.                       196

4.27     Employment Agreement, dated as of June 1, 1997, among the
         Company, LEAF Asset Management, Inc. and Leslie Fox.             200
33

4.28     Award Agreement between the Company and Leslie Fox dated as
         of June 1, 1997 relating to the Restricted Stock Awards 
         (Stock Award).                                                  221

4.29     Award Agreement between the Company and Leslie Fox dated as 
         of June 1, 1997 relating to the Restricted Stock Awards
         (Investment Return).                                            226

4.30     Employment  Agreement,  dated as of January 1, 1997, among 
         the Company, Lexford Properties, Inc. and James D. Alexander.   231

4.31     Award Agreement  between the Company and James D. Alexander
         dated as of January 1, 1997 (Stock Award).                      243

4.32     Award Agreement between the Company and James D. Alexander
         dated as of January 1, 1997 (Stock Bonus).                      247

4.33     Award  Agreement  between the Company and Michele R. Souder 
         dated as of January 1, 1997.                                    253

4.34     Award  Agreement  between the Company and Ronald P. Koegler
         dated as of January 1, 1997.                                    256

5.1      Opinion of Benesch, Friedlander,  Coplan & Aronoff LLP, 
         outside counsel to the Company, regarding legality.             259

23.1     Consent of Ernst & Young LLP, independent public accountants.   261

23.2     Consent of Benesch, Friedlander, Coplan & Aronoff LLP 
         (contained in its opinion filed as Exhibit 5.1 to this
         Registration Statement).                                         * 

24.1     Powers  of  Attorney   (included  in  Part  II  of  this         *
         Registration Statement). 

         * Incorporated herein by reference as indicated.