SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              HOME FEDERAL BANCORP
             (Exact name of Registrant as specified in its charter)

            Indiana                                        35-1807839
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

         222 West Second Street
            Seymour, Indiana                                  47274
(Address of  Principal Executive Offices)                  (Zip Code)

                   HOME FEDERAL BANCORP 2001 STOCK OPTION PLAN
                            (Full title of the plans)

                               John K. Keach, Jr.
                      President and Chief Executive Officer
                              Home Federal Bancorp
                             222 West Second Street
                             Seymour, Indiana 47274
                     (Name and address of agent for service)

          (Telephone number, including area code, of agent for service)
                                 (812) 522-1592
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                   Proposed                   Proposed
       Title of                                     maximum                    maximum              Amount
      securities            Amount                 offering                   aggregate               of
         to be               to be                 price per                  offering           registration
      registered          registered                share(1)                  price(1)               fee
----------------------------------------------------------------------------------------------------------------
<S>                         <C>                        <C>                   <C>                 <C>
Common Stock,
without par value           425,000                    $19.16                $8,143,000          $1,946.18

================================================================================================================
</TABLE>

(1)  Estimated  solely to determine the registration fee and based on the option
     price of stock options already granted under the Plan and on the average of
     the high and low sales  prices  per share of Common  Stock of Home  Federal
     Bancorp  on  January  28,  2002,  as to shares  not yet  subject to options
     granted under the Plan, pursuant to Rule 457(c) and (h).

(2)  Any  additional  shares of  Common  Stock to be issued as a result of stock
     dividends,  stock splits, or similar  transactions shall be covered by this
     Registration Statement as provided in Rule 416.

<PAGE>

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

     Document(s)  containing  information  specified  by Part I of this Form S-8
Registration  Statement   ("Registration   Statement")   promulgated  under  the
Securities  Act of 1933,  as amended (the "1933 Act"),  will be sent or given to
participants in the Home Federal Bancorp 2001 Stock Option Plan (the "Plan"), as
specified  in  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
Commission (the "Commission") under the 1933 Act. Such document(s) are not being
filed with the Commission but constitute (along with the documents  incorporated
by  reference  into the  Registration  Statement  pursuant  to Item 3 of Part II
hereof),  a prospectus that meets the  requirements of Section 10(a) of the 1933
Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

     The following  documents  are hereby  incorporated  by reference  into this
Registration Statement:

     (1)  The annual report of Home Federal Bancorp (the  "Registrant")  for the
          year ended June 30, 2001, filed with the Commission on Form 10-K;

     (2)  The quarterly report of Registrant for the quarter ended September 30,
          2001, filed with the Commission on Form 10-Q;

     (3)  All  other  reports  filed  pursuant  to  Section  13 or  15(d) of the
          Securities  Exchange  Act of 1934 (the "1934  Act") by the  Registrant
          since September 30, 2001; and

     (4)  The  description of the capital stock of the  Registrant  contained in
          the Registrant's  Registration  Statement on Form 8-B, which was filed
          with the  Commission  on February  19,  1993,  and all  amendments  or
          reports filed for the purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  with the  Commission
pursuant to Sections  l3(a),  13(c),  l4, and l5(d) of the 1934 Act prior to the
filing of a  post-effective  amendment  that  indicates  that all shares offered
hereby  have been sold or that  deregisters  all shares then  remaining  unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part thereof from the date they are filed.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Article 13 of the  Registrant's  Articles  of  Incorporation,  pursuant  to
authority  contained in the Indiana Business  Corporation Law,  provides for the
indemnification  of the Registrant's  officers and directors  against  expenses,
judgments,  settlements,  penalties  and fines that may be  incurred  by them in
connection with the defense of any action, suit or proceeding,  or in connection
with any appeal  therein,  to which they are made  parties if they acted in good
faith and in a manner they reasonably believed,  in the case of conduct in their
official capacity,  was in the best interest of the Registrant and, in all other
cases, was not opposed to the best interests of the Registrant and, with respect
to any  criminal  action or  proceeding,  they  either had  reasonable  cause to
believe their conduct was lawful or no reasonable cause to believe their conduct
was unlawful.  Such  indemnification is required in cases where the directors or
officers  are  successful,  on the merits or  otherwise,  in the  defense of any
claim, issue or matter.

     The Registrant also maintains directors' and officers' liability insurance.


<PAGE>

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.    Exhibits.

     The exhibits furnished with this registration  statement are listed on page
E-1.

Item 9.    Undertakings.

     (a) The undersigned  Registrant  hereby  undertakes (1) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this  Registration  Statement (i) to include any prospectus  required by Section
10(a)(3) of the 1933 Act; (ii) to reflect in the  prospectus any facts or events
arising  after the  effective  date of the  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
Registration  Statement  (provided  that any  increase  or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the  estimated  maximum  offering  range  may  be  reflected  in the  form  of a
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20% change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration  Fee"  table in the  effective  Registration  Statement);  (iii) to
include any material  information  with respect to the plan of distribution  not
previously  disclosed in the  Registration  Statement or any material  change to
such information in the Registration Statement;  provided, however, that clauses
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective  amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are
incorporated  by  reference in the  Registration  Statement;  (2) that,  for the
purpose  of   determining   any   liability   under  the  1933  Act,  each  such
post-effective  amendment  shall be  deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof;  and
(3) to remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  that remain unsold at the  termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification  for liabilities  arising under the 1933 Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission,  such indemnification is
against  public  policy  as  expressed  in  the  1933  Act  and  is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Seymour,  and the State of Indiana, on this 28th day
of January, 2002.


                                  HOME FEDERAL BANCORP


                                  By  /s/ John K. Keach, Jr.
                                      ------------------------------------------
                                      John K. Keach, Jr.
                                      President and Chief Executive Officer


     Each person whose signature  appears below hereby  constitutes and appoints
John K. Keach,  Jr.,  and  Lawrence E.  Welker,  and each 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 (including post-effective amendments)
to this  Registration  Statement  on Form  S-8 and to file  the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission under the Securities Act of 1933.

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

       Signature                           Title                   Date
       ---------                           -----                   ----
(1)    Principal Executive Officer:


       /s/ John K. Keach, Jr.           President and         )
      --------------------------------  Chief                 )
      John K. Keach, Jr.                Executive Officer     )
                                                              )
(2)    Principal Financial and                                )
       Accounting Officer:                                    )
                                                              )
                                                              )
       /s/ Lawrence E. Welker            Executive Vice       )
      --------------------------------   President,           )
       Lawrence E. Welker                Chief Financial      )
                                         Officer, Treasurer,  )
                                         and Secretary        )
                                                              ) January 28, 2002
                                                              )
(3)    A Majority of the Board                                )
       of Directors                                           )
                                                              )
                                                              )
       /s/ John T. Beatty                Director             )
      --------------------------------                        )
       John T. Beatty                                         )
                                                              )
                                                              )
       /s/ Lewis W. Essex                Director             )
      --------------------------------                        )
       Lewis W. Essex                                         )
                                                              )

<PAGE>

                                                              )
       /s/ Harold Force                  Director             )
      --------------------------------                        )
       Harold Force                                           )
                                                              )
                                                              )
       /s/ David W. Laitinen             Director             )
      --------------------------------                        )
       David W. Laitinen                                      )
                                                              ) January 28, 2002
                                                              )
       /s/ Harvard W. Nolting, Jr.       Director             )
      --------------------------------                        )
       Harvard W. Nolting, Jr.                                )
                                                              )
                                                              )
       /s/ Gregory J. Pence              Director             )
      --------------------------------                        )
       Gregory J. Pence                                       )


<PAGE>



                                INDEX TO EXHIBITS

Exhibit No.                                    Description

        4.1         Articles of Incorporation of the Registrant are incorporated
                    by   reference   to   Exhibit   3(1)  to  the   Registrant's
                    Registration   Statement  on  Form  S-4   (Registration  No.
                    33-55234),  which was filed with the  Commission on December
                    2, 1992

        4.2         By-Laws of the Registrant are  incorporated  by reference to
                    Exhibit 3(2) of the Registrant's  Registration  Statement on
                    Form S-4 (Registration  No. 33-55234),  which was filed with
                    the Commission on December 2, 1992

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

       23.1         Consent of Deloitte & Touche LLP

       23.2         Consent of Barnes & Thornburg is included as part of Exhibit
                    5

       24           Power  of   Attorney   is  set  forth  on  page  3  of  this
                    Registration Statement
[{"type": "S-8", "sequence": "1", "filename": "hfb_s8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17150}]
{"company-data": {"conformed-name": "HOME FEDERAL BANCORP", "cik": "0000867493", "assigned-sic": "6035", "irs-number": "351807839", "state-of-incorporation": "IN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81916", "film-number": "02524594"}, "business-address": {"street1": "222 W SECOND ST", "street2": "PO BOX 648", "city": "SEYMOUR", "state": "IN", "zip": "47274-0648", "phone": "8125221592"}, "mail-address": {"street1": "222 WEST SECOND STREET", "street2": "PO BOX 648", "city": "SEYMOUR", "state": "IN", "zip": "47274-0648"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                              HOME FEDERAL BANCORP
             (Exact name of Registrant as specified in its charter)

            Indiana                                        35-1807839
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

         222 West Second Street
            Seymour, Indiana                                  47274
(Address of  Principal Executive Offices)                  (Zip Code)

                   HOME FEDERAL BANCORP 2001 STOCK OPTION PLAN
                            (Full title of the plans)

                               John K. Keach, Jr.
                      President and Chief Executive Officer
                              Home Federal Bancorp
                             222 West Second Street
                             Seymour, Indiana 47274
                     (Name and address of agent for service)

          (Telephone number, including area code, of agent for service)
                                 (812) 522-1592
CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                   Proposed                   Proposed
       Title of                                     maximum                    maximum              Amount
      securities            Amount                 offering                   aggregate               of
         to be               to be                 price per                  offering           registration
      registered          registered                share(1)                  price(1)               fee
----------------------------------------------------------------------------------------------------------------
Common Stock,
without par value           425,000                    $19.16                $8,143,000          $1,946.18

================================================================================================================
(1)  Estimated  solely to determine the registration fee and based on the option
     price of stock options already granted under the Plan and on the average of
     the high and low sales  prices  per share of Common  Stock of Home  Federal
     Bancorp  on  January  28,  2002,  as to shares  not yet  subject to options
     granted under the Plan, pursuant to Rule 457(c) and (h).

(2)  Any  additional  shares of  Common  Stock to be issued as a result of stock
     dividends,  stock splits, or similar  transactions shall be covered by this
     Registration Statement as provided in Rule 416.
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

     Document(s)  containing  information  specified  by Part I of this Form S-8
Registration  Statement   ("Registration   Statement")   promulgated  under  the
Securities  Act of 1933,  as amended (the "1933 Act"),  will be sent or given to
participants in the Home Federal Bancorp 2001 Stock Option Plan (the "Plan"), as
specified  in  Rule  428(b)(1)   promulgated  by  the  Securities  and  Exchange
Commission (the "Commission") under the 1933 Act. Such document(s) are not being
filed with the Commission but constitute (along with the documents  incorporated
by  reference  into the  Registration  Statement  pursuant  to Item 3 of Part II
hereof),  a prospectus that meets the  requirements of Section 10(a) of the 1933
Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

     The following  documents  are hereby  incorporated  by reference  into this
Registration Statement:

     (1)  The annual report of Home Federal Bancorp (the  "Registrant")  for the
          year ended June 30, 2001, filed with the Commission on Form 10-K;

     (2)  The quarterly report of Registrant for the quarter ended September 30,
          2001, filed with the Commission on Form 10-Q;

     (3)  All  other  reports  filed  pursuant  to  Section  13 or  15(d) of the
          Securities  Exchange  Act of 1934 (the "1934  Act") by the  Registrant
          since September 30, 2001; and

     (4)  The  description of the capital stock of the  Registrant  contained in
          the Registrant's  Registration  Statement on Form 8-B, which was filed
          with the  Commission  on February  19,  1993,  and all  amendments  or
          reports filed for the purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  with the  Commission
pursuant to Sections  l3(a),  13(c),  l4, and l5(d) of the 1934 Act prior to the
filing of a  post-effective  amendment  that  indicates  that all shares offered
hereby  have been sold or that  deregisters  all shares then  remaining  unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part thereof from the date they are filed.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Article 13 of the  Registrant's  Articles  of  Incorporation,  pursuant  to
authority  contained in the Indiana Business  Corporation Law,  provides for the
indemnification  of the Registrant's  officers and directors  against  expenses,
judgments,  settlements,  penalties  and fines that may be  incurred  by them in
connection with the defense of any action, suit or proceeding,  or in connection
with any appeal  therein,  to which they are made  parties if they acted in good
faith and in a manner they reasonably believed,  in the case of conduct in their
official capacity,  was in the best interest of the Registrant and, in all other
cases, was not opposed to the best interests of the Registrant and, with respect
to any  criminal  action or  proceeding,  they  either had  reasonable  cause to
believe their conduct was lawful or no reasonable cause to believe their conduct
was unlawful.  Such  indemnification is required in cases where the directors or
officers  are  successful,  on the merits or  otherwise,  in the  defense of any
claim, issue or matter.

     The Registrant also maintains directors' and officers' liability insurance.
Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.    Exhibits.

     The exhibits furnished with this registration  statement are listed on page
E-1.

Item 9.    Undertakings.

     (a) The undersigned  Registrant  hereby  undertakes (1) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this  Registration  Statement (i) to include any prospectus  required by Section
10(a)(3) of the 1933 Act; (ii) to reflect in the  prospectus any facts or events
arising  after the  effective  date of the  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
Registration  Statement  (provided  that any  increase  or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the  estimated  maximum  offering  range  may  be  reflected  in the  form  of a
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20% change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration  Fee"  table in the  effective  Registration  Statement);  (iii) to
include any material  information  with respect to the plan of distribution  not
previously  disclosed in the  Registration  Statement or any material  change to
such information in the Registration Statement;  provided, however, that clauses
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective  amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are
incorporated  by  reference in the  Registration  Statement;  (2) that,  for the
purpose  of   determining   any   liability   under  the  1933  Act,  each  such
post-effective  amendment  shall be  deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof;  and
(3) to remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  that remain unsold at the  termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification  for liabilities  arising under the 1933 Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission,  such indemnification is
against  public  policy  as  expressed  in  the  1933  Act  and  is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Seymour,  and the State of Indiana, on this 28th day
of January, 2002.

                                  HOME FEDERAL BANCORP

                                  By  /s/ John K. Keach, Jr.
                                      ------------------------------------------
                                      John K. Keach, Jr.
                                      President and Chief Executive Officer

     Each person whose signature  appears below hereby  constitutes and appoints
John K. Keach,  Jr.,  and  Lawrence E.  Welker,  and each 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 (including post-effective amendments)
to this  Registration  Statement  on Form  S-8 and to file  the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission under the Securities Act of 1933.

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

       Signature                           Title                   Date
       ---------                           -----                   ----
(1)    Principal Executive Officer:

       /s/ John K. Keach, Jr.           President and         )
      --------------------------------  Chief                 )
      John K. Keach, Jr.                Executive Officer     )
                                                              )
(2)    Principal Financial and                                )
       Accounting Officer:                                    )
                                                              )
                                                              )
       /s/ Lawrence E. Welker            Executive Vice       )
      --------------------------------   President,           )
       Lawrence E. Welker                Chief Financial      )
                                         Officer, Treasurer,  )
                                         and Secretary        )
                                                              ) January 28, 2002
                                                              )
(3)    A Majority of the Board                                )
       of Directors                                           )
                                                              )
                                                              )
       /s/ John T. Beatty                Director             )
      --------------------------------                        )
       John T. Beatty                                         )
                                                              )
                                                              )
       /s/ Lewis W. Essex                Director             )
      --------------------------------                        )
       Lewis W. Essex                                         )
                                                              )
)
       /s/ Harold Force                  Director             )
      --------------------------------                        )
       Harold Force                                           )
                                                              )
                                                              )
       /s/ David W. Laitinen             Director             )
      --------------------------------                        )
       David W. Laitinen                                      )
                                                              ) January 28, 2002
                                                              )
       /s/ Harvard W. Nolting, Jr.       Director             )
      --------------------------------                        )
       Harvard W. Nolting, Jr.                                )
                                                              )
                                                              )
       /s/ Gregory J. Pence              Director             )
      --------------------------------                        )
       Gregory J. Pence                                       )
INDEX TO EXHIBITS

Exhibit No.                                    Description

        4.1         Articles of Incorporation of the Registrant are incorporated
                    by   reference   to   Exhibit   3(1)  to  the   Registrant's
                    Registration   Statement  on  Form  S-4   (Registration  No.
                    33-55234),  which was filed with the  Commission on December
                    2, 1992

        4.2         By-Laws of the Registrant are  incorporated  by reference to
                    Exhibit 3(2) of the Registrant's  Registration  Statement on
                    Form S-4 (Registration  No. 33-55234),  which was filed with
                    the Commission on December 2, 1992

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

       23.1         Consent of Deloitte & Touche LLP

       23.2         Consent of Barnes & Thornburg is included as part of Exhibit
                    5

       24           Power  of   Attorney   is  set  forth  on  page  3  of  this
                    Registration Statement