As filed with the Securities and Exchange Commission on June 15,
1998
                                 Registration No. 33-        
                                                                


               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                            FORM S-8

    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                   THE BANC STOCK GROUP, INC.
     (Exact name of registrant as specified in its charter)


     FLORIDA                                 65-0190407
(State or other jurisdiction of              (I.R.S.Employer
incorporation or organization)               Identification No.)


       Suite 437, 1105 Schrock Road, Columbus, Ohio 43229
  (Address of Principal Executive Offices including Zip Code)



       THE BANC STOCK GROUP, INC. 1993 NON-QUALIFIED AND
                  INCENTIVE STOCK OPTION PLAN
                      (Full title of plan)



                     Michael E. Guirlinger
       Suite 437, 1105 Schrock Road, Columbus, Ohio 43229
            (Name and address of agent for service)

                         (614) 848-5100
  (Telephone number, including area code, of agent of service)

   Copies of all communications, including all communications
       sent to the agent for service, should be sent to:

                        MICHAEL A. SMITH
                    Carlile Patchen & Murphy
                     366 East Broad Street
                      Columbus, Ohio 43215
                         (614) 228-6135       

         CALCULATION OF REGISTRATION FEE

                                                             Proposed
Title of         Amount to     Proposed         maximum      Amount of
securities          be         maximum          aggregate    registration
to be            registered    offering price   offering        fee
registered        (1) (2)      per share (3)    price (3)

Common           1,500,000       $13.37       $20,055,000     $4,011.00
Stock, no
par value

(1)  Represents the aggregate number of additional shares of Common
Stock to be issued upon the exercise of stock options granted under
The Banc Stock Group, Inc. 1993 Non-Qualified and Incentive Stock
Option Plan.  The Company previously filed a registration statement
on Form S-8 registering 1,000,000 shares of Common Stock, to be
issued upon exercise of stock options granted under the Banc Stock
Group, Inc. 1993 Non-Qualified and Incentive Stock Option Plan (the
Plan).  The Plan was amended by the Board of Directors on May 21,
1998, to increase the number of available shares by 1,500,000 and
this Registration Statement is being filed to register the
additional shares.  

(2)  In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.

(3)  Estimated in accordance with Rule 457(h) under the Securities
Act of 1933, as amended, solely for the purpose of calculating the
registration fee, on the basis of the average price at which
existing options may be exercised on June 15, 1998.


                             PART I

             INFORMATION REQUIRED IN THE PROSPECTUS

          The information called for in Part I of Form S-8 is
currently included in The Banc Stock Group, Inc. 1993 Non-Qualified and 
Incentive Stock Option Plan Summary (Plan) issued
by The Banc Stock Group, Inc. (Company) and is not being filed
with or included in this Form S-8 in accordance with the rules
and regulations of the Securities and Exchange Commission
(Commission).


                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following documents filed with, or furnished to, the
Commission, and the information included therein, are
incorporated herein by reference:

     (1)  The Company's Registration Statement on Form S-8, SEC
          File Number 333-41323, dated December 1, 1997.

     (2)  The Company's Annual Report on Form 10-KSB for the year
          ended February 28, 1998.

     (3)  All reports filed by the Company pursuant to Section
          13(a) or 15(d) of the Exchange Act of 1934 since the
          end of the fiscal year covered by the Annual Report
          referred to in (1) above.

     (4)  The description of the Common Stock contained on the
          Company's Registration Statement on Form SB-2, dated
          March 24, 1994 (Registration Number 33-65292C).

     (5)  The Banc Stock Group, Inc. 1993 Non-Qualified and
          Incentive Stock Option Plan on Form S-8, dated December
          1, 1997.

     (6)  Information concerning the Plan, including the options
          outstanding and the exercises, prices and expiration of
          options, which will be included in the future, either
          in the Company's Proxy Statements or Annual Reports on
          Form 10-KSB.

          All documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
either indicates that all securities offered hereby have been
sold or deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference and to be part
hereof from the date of filing of such documents.  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 Registration Statement to the extent that a
statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.

          The Company hereby undertakes to provide without charge
to each person who has received a copy of the prospectus to which
this Registration Statement relates, upon the written or oral
request of any such person, a copy of the Company's Annual Report
to Stockholders for its last fiscal year and a copy of any or all
the documents that have been or may be incorporated by reference
into this Registration Statement, other than exhibits to such
documents (unless such exhibits are incorporated by reference). 
The Company hereby further undertakes to deliver or cause to be
delivered to all participants who have an interest in the Plan
(and any other participants who request such information orally
or in writing) who do not otherwise receive such material, copies
of all reports, proxy statements and other communications
distributed by the Company to its stockholders generally, no
later than the time such materials are first sent to its
stockholders.  Requests for such information should be addressed
to The Banc Stock Group, Inc., Suite 437, 1105 Schrock Road,
Columbus, Ohio 43229; telephone (614) 848-5100.



                           SIGNATURES

          Pursuant to the requirements of the Securities Act of
1933, the Company 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 the 15th day of June,
1998.

                                   THE BANC STOCK GROUP, INC.


By:/S/Michael E. Guirlinger
Michael E. Guirlinger, President, Treasurer, CEO and Director



                       POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Michael E.
Guirlinger and Jeffrey C. Barton his true and lawful attorneys-in-fact and 
agents, each acting alone, with full powers 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, including post-effective amendments,
and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, 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, and hereby ratifies and
confirms all his said attorneys-in-fact and agents, each acting
alone, or his substitute or substitutes, may lawfully do or cause
to be done by virtue thereof.

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

SIGNATURE                     TITLE                    DATE

/S/Michael E. Guirlinger    President, Treasurer,   June 15, 1998
Michael E. Guirlinger       CEO and Director

/S/Sandra L. Quinn          Secretary and Director  June 15, 1998
Sandra L. Quinn

/S/Jeffrey C. Barton        Vice President and CFO  June 15, 1998
Jeffrey C. Barton

/S/Larry A. Beres           Director                June 15, 1998
Larry A. Beres

/S/Robert K. Butner         Director                June 15, 1998
Robert K. Butner

/S/James G. Mathias         Director                June 15, 1998
James G. Mathias

/S/J. David Smith           Director                June 15, 1998
J. David Smith

/S/Harvey Thatcher          Director                June 15, 1998
Harvey Thatcher

/S/L. Jean Thiergartner     Director                June 15, 1998
L. Jean Thiergartner

                            THE PLAN

          Pursuant to the requirements of the Securities Act of
1933, the Plan 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 the 15th
day of June, 1998.


                                        THE BANC STOCK GROUP,
                                        INC. 1993 NON-QUALIFIED
                                        AND INCENTIVE STOCK
                                        OPTION PLAN


By:/S/Michael E. Guirlinger



                         EXHIBIT INDEX

Exhibit No.         Description                        Page No.

    5.              Opinion of Carlile Patchen & Murphy

   24.1             Consent of Price Waterhouse LLP       
                           (See Part II)

   24.2             Consent of Carlile Patchen & Murphy
                              (See Exhibit 5)

   25.              Power of Attorney
                       (Included on signature page)





Opinion and Consent of Carlile Patchen & Murphy

                                  June 16, 1998


The Banc Stock Group, Inc.
1105 Schrock Road
Columbus, Ohio  43229
                                   Re:  Registration Statement on
                                        Form S-8 Filed by The
                                        Banc Stock Group, Inc.
                                        with The Securities and
                                        Exchange Commission
Ladies and Gentlemen:

          We have acted as counsel for The Banc Stock Group,
Inc., a Florida corporation (Company), in connection with its
registration of an additional 1,500,000 shares of Common Stock,
no par value (Common Stock) pursuant to the Registration
Statement on Form S-8 as filed with The Securities and Exchange
Commission (Registration Statement).  In connection with the
foregoing, we have been requested by you to render an opinion
with respect to the issuance of the Common Stock.

          In connection with the opinion set forth below, we have
examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction as being true copies of
the Articles of Incorporation, as amended and the By-Laws of the
Company, applicable records of the corporate proceedings of the
Company, and such other documents, certificates and corporate or
other records as we have deemed necessary as a basis for the
opinion set forth herein.

          In our examination, we have assumed the genuiness of
all signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified or photostatic copies and the authenticity of the
originals of such copies.

          Based on the foregoing, we are of the opinion that the
Common Stock is duly authorized and when certificates therefore
have been duly executed, delivered and paid for in accordance
with 1993 Non-Qualified and Incentive Stock Option Plan of the
Company, will be validly issued, fully paid and non-assessable.

          We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement.

                                   Very truly yours,

                                   CARLILE PATCHEN & MURPHY LLP


CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of our report dated April 3,
1998 appearing on page 15 of The Banc Stock Group, Inc. Annual
Report on Form 10-K for the year ended February 28, 1998.


PRICE WATERHOUSE LLP
Chicago, Illinois
June 15, 1998
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13368}]
{"company-data": {"conformed-name": "BANC STOCK GROUP INC", "cik": "0000909108", "assigned-sic": "6211", "irs-number": "650190407", "state-of-incorporation": "FL", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57557", "film-number": "98653030"}, "business-address": {"street1": "1105 SCHROCK RD", "street2": "STE 437", "city": "COLUMBUS", "state": "OH", "zip": "43229-1863", "phone": "6148485100"}, "mail-address": {"street1": "1105 SCHROCK RD", "street2": "STE 437", "city": "COLUMBUS", "state": "OH", "zip": "43229-1863"}, "former-company": [{"former-conformed-name": "HEARTLAND GROUP OF COMPANIES INC", "date-changed": "19940301"}, {"former-conformed-name": "HEARTLAND FINANCIAL GROUP INC", "date-changed": "19930714"}]}
As filed with the Securities and Exchange Commission on June 15,
1998
                                 Registration No. 33-        
                                                                

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                            FORM S-8

    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                   THE BANC STOCK GROUP, INC.
     (Exact name of registrant as specified in its charter)

     FLORIDA                                 65-0190407
(State or other jurisdiction of              (I.R.S.Employer
incorporation or organization)               Identification No.)

       Suite 437, 1105 Schrock Road, Columbus, Ohio 43229
  (Address of Principal Executive Offices including Zip Code)

       THE BANC STOCK GROUP, INC. 1993 NON-QUALIFIED AND
                  INCENTIVE STOCK OPTION PLAN
                      (Full title of plan)

                     Michael E. Guirlinger
       Suite 437, 1105 Schrock Road, Columbus, Ohio 43229
            (Name and address of agent for service)

                         (614) 848-5100
  (Telephone number, including area code, of agent of service)

   Copies of all communications, including all communications
       sent to the agent for service, should be sent to:

                        MICHAEL A. SMITH
                    Carlile Patchen & Murphy
                     366 East Broad Street
                      Columbus, Ohio 43215
                         (614) 228-6135       

         CALCULATION OF REGISTRATION FEE

                                                             Proposed
Title of         Amount to     Proposed         maximum      Amount of
securities          be         maximum          aggregate    registration
to be            registered    offering price   offering        fee
registered        (1) (2)      per share (3)    price (3)

Common           1,500,000       $13.37       $20,055,000     $4,011.00
Stock, no
par value

(1)  Represents the aggregate number of additional shares of Common
Stock to be issued upon the exercise of stock options granted under
The Banc Stock Group, Inc. 1993 Non-Qualified and Incentive Stock
Option Plan.  The Company previously filed a registration statement
on Form S-8 registering 1,000,000 shares of Common Stock, to be
issued upon exercise of stock options granted under the Banc Stock
Group, Inc. 1993 Non-Qualified and Incentive Stock Option Plan (the
Plan).  The Plan was amended by the Board of Directors on May 21,
1998, to increase the number of available shares by 1,500,000 and
this Registration Statement is being filed to register the
additional shares.  

(2)  In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.

(3)  Estimated in accordance with Rule 457(h) under the Securities
Act of 1933, as amended, solely for the purpose of calculating the
registration fee, on the basis of the average price at which
existing options may be exercised on June 15, 1998.

                             PART I

             INFORMATION REQUIRED IN THE PROSPECTUS

          The information called for in Part I of Form S-8 is
currently included in The Banc Stock Group, Inc. 1993 Non-Qualified and 
Incentive Stock Option Plan Summary (Plan) issued
by The Banc Stock Group, Inc. (Company) and is not being filed
with or included in this Form S-8 in accordance with the rules
and regulations of the Securities and Exchange Commission
(Commission).

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The following documents filed with, or furnished to, the
Commission, and the information included therein, are
incorporated herein by reference:

     (1)  The Company's Registration Statement on Form S-8, SEC
          File Number 333-41323, dated December 1, 1997.

     (2)  The Company's Annual Report on Form 10-KSB for the year
          ended February 28, 1998.

     (3)  All reports filed by the Company pursuant to Section
          13(a) or 15(d) of the Exchange Act of 1934 since the
          end of the fiscal year covered by the Annual Report
          referred to in (1) above.

     (4)  The description of the Common Stock contained on the
          Company's Registration Statement on Form SB-2, dated
          March 24, 1994 (Registration Number 33-65292C).

     (5)  The Banc Stock Group, Inc. 1993 Non-Qualified and
          Incentive Stock Option Plan on Form S-8, dated December
          1, 1997.

     (6)  Information concerning the Plan, including the options
          outstanding and the exercises, prices and expiration of
          options, which will be included in the future, either
          in the Company's Proxy Statements or Annual Reports on
          Form 10-KSB.

          All documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which
either indicates that all securities offered hereby have been
sold or deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference and to be part
hereof from the date of filing of such documents.  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 Registration Statement to the extent that a
statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.

          The Company hereby undertakes to provide without charge
to each person who has received a copy of the prospectus to which
this Registration Statement relates, upon the written or oral
request of any such person, a copy of the Company's Annual Report
to Stockholders for its last fiscal year and a copy of any or all
the documents that have been or may be incorporated by reference
into this Registration Statement, other than exhibits to such
documents (unless such exhibits are incorporated by reference). 
The Company hereby further undertakes to deliver or cause to be
delivered to all participants who have an interest in the Plan
(and any other participants who request such information orally
or in writing) who do not otherwise receive such material, copies
of all reports, proxy statements and other communications
distributed by the Company to its stockholders generally, no
later than the time such materials are first sent to its
stockholders.  Requests for such information should be addressed
to The Banc Stock Group, Inc., Suite 437, 1105 Schrock Road,
Columbus, Ohio 43229; telephone (614) 848-5100.

                           SIGNATURES

          Pursuant to the requirements of the Securities Act of
1933, the Company 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 the 15th day of June,
1998.

                                   THE BANC STOCK GROUP, INC.

By:/S/Michael E. Guirlinger
Michael E. Guirlinger, President, Treasurer, CEO and Director

                       POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Michael E.
Guirlinger and Jeffrey C. Barton his true and lawful attorneys-in-fact and 
agents, each acting alone, with full powers 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, including post-effective amendments,
and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, 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, and hereby ratifies and
confirms all his said attorneys-in-fact and agents, each acting
alone, or his substitute or substitutes, may lawfully do or cause
to be done by virtue thereof.

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

SIGNATURE                     TITLE                    DATE

/S/Michael E. Guirlinger    President, Treasurer,   June 15, 1998
Michael E. Guirlinger       CEO and Director

/S/Sandra L. Quinn          Secretary and Director  June 15, 1998
Sandra L. Quinn

/S/Jeffrey C. Barton        Vice President and CFO  June 15, 1998
Jeffrey C. Barton

/S/Larry A. Beres           Director                June 15, 1998
Larry A. Beres

/S/Robert K. Butner         Director                June 15, 1998
Robert K. Butner

/S/James G. Mathias         Director                June 15, 1998
James G. Mathias

/S/J. David Smith           Director                June 15, 1998
J. David Smith

/S/Harvey Thatcher          Director                June 15, 1998
Harvey Thatcher

/S/L. Jean Thiergartner     Director                June 15, 1998
L. Jean Thiergartner

                            THE PLAN

          Pursuant to the requirements of the Securities Act of
1933, the Plan 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 the 15th
day of June, 1998.

                                        THE BANC STOCK GROUP,
                                        INC. 1993 NON-QUALIFIED
                                        AND INCENTIVE STOCK
                                        OPTION PLAN

By:/S/Michael E. Guirlinger

                         EXHIBIT INDEX

Exhibit No.         Description                        Page No.

    5.              Opinion of Carlile Patchen & Murphy

   24.1             Consent of Price Waterhouse LLP       
                           (See Part II)

   24.2             Consent of Carlile Patchen & Murphy
                              (See Exhibit 5)

   25.              Power of Attorney
                       (Included on signature page)

Opinion and Consent of Carlile Patchen & Murphy

                                  June 16, 1998

The Banc Stock Group, Inc.
1105 Schrock Road
Columbus, Ohio  43229
                                   Re:  Registration Statement on
                                        Form S-8 Filed by The
                                        Banc Stock Group, Inc.
                                        with The Securities and
                                        Exchange Commission
Ladies and Gentlemen:

          We have acted as counsel for The Banc Stock Group,
Inc., a Florida corporation (Company), in connection with its
registration of an additional 1,500,000 shares of Common Stock,
no par value (Common Stock) pursuant to the Registration
Statement on Form S-8 as filed with The Securities and Exchange
Commission (Registration Statement).  In connection with the
foregoing, we have been requested by you to render an opinion
with respect to the issuance of the Common Stock.

          In connection with the opinion set forth below, we have
examined and relied upon originals or copies, certified or
otherwise identified to our satisfaction as being true copies of
the Articles of Incorporation, as amended and the By-Laws of the
Company, applicable records of the corporate proceedings of the
Company, and such other documents, certificates and corporate or
other records as we have deemed necessary as a basis for the
opinion set forth herein.

          In our examination, we have assumed the genuiness of
all signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified or photostatic copies and the authenticity of the
originals of such copies.

          Based on the foregoing, we are of the opinion that the
Common Stock is duly authorized and when certificates therefore
have been duly executed, delivered and paid for in accordance
with 1993 Non-Qualified and Incentive Stock Option Plan of the
Company, will be validly issued, fully paid and non-assessable.

          We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement.

                                   Very truly yours,

                                   CARLILE PATCHEN & MURPHY LLP

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 of our report dated April 3,
1998 appearing on page 15 of The Banc Stock Group, Inc. Annual
Report on Form 10-K for the year ended February 28, 1998.

PRICE WATERHOUSE LLP
Chicago, Illinois
June 15, 1998