<PAGE>
As filed with the Securities and Exchange Commission on 
                     January 26, 1998

                                     Registration No.333-______  
                                         
________________________________________________________________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
            _______________________________________
                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
            _______________________________________

                   ROCKY FORD FINANCIAL, INC.
------------------------------------------------------
(Exact name of Registrant as Specified in Its Charter)

                          

           Delaware                               84-1413346
-------------------------------              -------------------
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)               Identification No.)

                        801 Swink Avenue
                 Rocky Ford, Colorado 81067-0032
                         (719) 254-7642
        -----------------------------------------
        (Address of Principal Executive Offices)

    Rocky Ford Financial, Inc. Management Recognition Plan
Rocky Ford Financial, Inc. 1997 Stock Option and Incentive Plan
---------------------------------------------------------------
               (Full Title of the Plans)


                                            with copies to:
Keith E. Waggoner, President            Mark Poerio, Esquire
Rocky Ford Financial, Inc.            Howard S. Parris, Esquire
801 Swink Avenue                        Housley Kantarian & 
Rocky Ford, Colorado 81067-0032            Bronstein, P.C.
-------------------------------         1220 19th Street N.W.,
(Name and Address of Agent For                 Suite 700
 Service)                               Washington, D.C.  20036

                          (202) 822-9611
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)

                  CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================
<S>                  <C>           <C>               <C>       
   Title of each                   Proposed Maximum  Proposed Maximum    Amount of
class of Securities  Amount to be  Offering Price   Aggregate Offering  Registration
  to be registered  registered (1)  Per Share (2)        Price (2)           Fee
------------------------------------------------------------------------------------
Common Stock,
$0.01 par value       59,240          $ 14,125         $ 598,052.50        $ 176.43
per share
====================================================================================
<FN>
(1) Maximum number of shares issuable under Rocky Ford
    Financial, Inc. Management Recognition Plan (16,920 shares)
    and Rocky Ford Financial, Inc. 1997 Stock Option and
    Incentive Plan (42,320 shares), as such amounts may be
    increased in accordance with said plans in the event of a
    merger, consolidation, recapitalization or similar event
    involving the Registrant.
(2) Under Rule 457(h) the registration fee may be calculated,
    inter alia, based upon the price at which the options may
    be exercised.  59,240 shares are being registered hereby,
    of which 12,698 are under option at a weighted average
    exercise price of $14.125 per share ($179,359.25 in the
    aggregate).  The remainder of such shares, which are not
    presently subject to option (29,642 shares), are being
    registered based upon the last sale price of the common
    stock of the Registrant as quoted on the over-the-counter
    market through the OTC "Electronic Bulletin Board" on
    January 20, 1998 of $14.125 per share ($418,693.25 in the
    aggregate).  Therefore, the total amount of the offering
    being registered herein is $598,052.50.
</FN>
/TABLE
<PAGE>
<PAGE>
                        PART I

          INFORMATION REQUIRED IN THE SECTION
                   10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------   INFORMATION*

    *Documents containing the information required by Part I
of this Registration Statement will be sent or given to
participants in the Rocky Ford Financial, Inc. Management
Recognition Plan and Rocky Ford Financial, Inc. 1997 Stock
Option and Incentive Plan (together, the "Plans") in accordance
with Rule 428(b)(1).  In accordance with Note to Part I of Form
S-8, such documents are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus
supplements.
                       PART II 

  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------

     Rocky Ford Financial, Inc. (the "Company") is subject to
the informational requirements of the Securities Exchange Act of
1934 (the "1934 Act") and, accordingly, files periodic reports
and other information with the Commission.  Reports, proxy
statements and other information concerning the Company filed
with the Commission may be inspected and copies may be obtained
(at prescribed rates) at the Commission's Public Reference
Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549.  The Commission also maintains a Web site that contains
reports, proxy and information statements and other information
regarding registrants that file electronically with the
Commission, including the Company.  The address for the
Commission's Web site is "http://www.sec.gov".

     The following documents are incorporated by reference in
this Registration Statement: 

     (a)  The Company's Annual Report on Form 10-KSB for the
fiscal year ended September 30, 1997 as filed with the
Commission on December 29, 1997 (Commission File No. 0-22441).

     (b)  The description of the Company's securities as
contained in the Company's Prospectus dated March 25, 1997.

     ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 AFTER THE DATE HEREOF AND PRIOR TO THE TERMINATION OF THE
OFFERING OF THE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE
("COMMON STOCK") 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 DOCUMENTS.

ITEM 4.  DESCRIPTION OF SECURITIES
------

     Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

     Directors, officers and employees of the Company and/or
Rocky Ford Federal Savings & Loan Association (the
"Association") may be entitled to benefit from the
indemnification provisions contained in the Delaware General
Corporation Law (the "DGCL"), the Company's Certificate of
Incorporation and federal regulations applicable to the
Association.  The general effect of these provisions is
summarized below:
<PAGE>
<PAGE>
DELAWARE GENERAL CORPORATION LAW

    Section 145 of the DGCL permits a Delaware corporation to
indemnify any person who was or is a party or is threatened to
be made a party to any proceeding of any type, (other than
an action by or in the right of the corporation) by reason of
the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he 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 termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, may not, of itself,
create a presumption that these standards have not been met.

    A Delaware corporation may also indemnify any person who was
or is a party or is threatened to be made a party to any
proceeding by or in the right of the corporation by reason
of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation.  However, no
indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought determines upon application that such person is fairly
and reasonably entitled to be indemnified.

    To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in
defense of any proceeding described above indemnification
against expenses (including attorneys' fees) actually and
reasonably incurred by him is mandatory.

    Any determination that indemnification of the director,
officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth
in subsections (a) and (b) must be made by a majority of the
board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or
proceeding, or if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or by the
stockholders.

    Expenses (including attorneys' fees) incurred by an officer
or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of or proceeding
upon receipt of an undertaking by or on behalf of such director
or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
corporation.

    The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this section is
not exclusive.

    In addition, a corporation shall have power to purchase and
maintain insurance against any liability of individuals whom the
corporation is required to indemnify.

ARTICLE XVII OF THE COMPANY'S CERTIFICATE OF INCORPORATION

    A.   Persons.  The Corporation shall indemnify, to the
extent provided in paragraphs B, D or F:

         (1)   any person who is or was a director, officer,
employee, or agent of the Corporation; and

         (2)  any person who serves or served at the
Corporation's request as a director, officer, employee, agent,
partner or trustee of another corporation, partnership, joint
venture, trust or other enterprise.

    B.   Extent -- Derivative Suits.  In case of a threatened,
pending or completed action or suit by or in the right of the
Corporation against a person named in paragraph A by reason of
his holding a position named in paragraph A, the Corporation
shall indemnify him if he satisfies the standard in paragraph C,
for expenses (including attorneys' fees but excluding amounts
paid in settlement) actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit.
<PAGE>
<PAGE>
    C.   Standard -- Derivative Suits.  In case of a threatened,
pending or completed action or suit by or in the right of the
Corporation, a person named in paragraph A shall be
indemnified only if:

         (1)   he is successful on the merits or otherwise; or

         (2)   he acted in good faith in the transaction which
is the subject of the suit or action, and in a manner he
reasonably believed to be in, or not opposed to, the best
    interests of the Corporation, including, but not limited to,
the taking of any and all actions in connection with the
Corporation's response to any tender offer or any offer or
proposal of another party to engage in a Business Combination
(as defined in Article XV) not approved by the board of
directors.  However, he shall not be indemnified in respect of
any claim, issue or matter as to which he has been adjudged
liable to the Corporation unless (and only to the extent that)
the court in which the suit was brought shall determine, upon
application, that despite the adjudication but in view of all
the circumstances, he is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper.

    D.   Extent -- Nonderivative Suits.  In case of a
threatened, pending or completed suit, action or proceeding
(whether civil, criminal, administrative or investigative),
other than a suit by or in the right of the Corporation,
together hereafter referred to as a nonderivative suit,
against a person named in paragraph A by reason of his holding a
position named in paragraph A, the Corporation shall indemnify
him if he satisfies the standard in paragraph E, for amounts
actually and reasonably incurred by him in connection with the
defense or settlement of the nonderivative suit, including, but
not limited to (i) expenses (including attorneys' fees), (ii)
amounts paid in settlement, (iii) judgments, and (iv) fines.

    E.   Standard -- Nonderivative Suits.  In case of a
nonderivative suit, a person named in paragraph A shall be
indemnified only if:

         (1)   he is successful on the merits or otherwise; or

         (2)   he acted in good faith in the transaction which
is the subject of the nonderivative suit and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Corporation, including, but not limited to, the
taking of any and all actions in connection with the
Corporation's response to any tender offer or any offer or
proposal of another party to engage in a Business Combination
(as defined in Article XV) not approved by the board of
directors and, with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct
was unlawful. The termination of a nonderivative suit by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not, in itself, create a
presumption that the person failed to satisfy the standard of
this subparagraph E(2).

    F.   Determination That Standard Has Been Met.  A
determination that the standard of paragraph C or E has been
satisfied may be made by a court, or, except as stated in
subparagraph C(2) (second sentence), the determination may be
made by:

         (1)  the board of directors by a majority vote of a
quorum consisting of directors of the Corporation who were not
parties to the action, suit or proceeding; or

         (2)   independent legal counsel (appointed by a
majority of the disinterested directors of the Corporation,
whether or not a quorum) in a written opinion; or

         (3)   the stockholders of the Corporation.

    G.   Proration.  Anyone making a determination under
paragraph F may determine that a person has met the standard as
to some matters but not as to others, and may reasonably
prorate amounts to be indemnified.

    H.   Advance Payment.  The Corporation shall pay in advance
any expenses (including attorneys' fees) which may become
subject to indemnification under paragraphs A through G if:

         (1)  the board of directors authorizes the specific
payment; and 

         (2)   the person receiving the payment undertakes in
writing to repay the same if it is ultimately determined that he
is not entitled to indemnification by the Corporation under
paragraphs A through G.
<PAGE>
<PAGE>
    I.   Nonexclusive.  The indemnification and advance payment
of expenses provided by paragraphs A through H shall not be
exclusive of any other rights to which a person may be entitled
by law, bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.

    J.   Continuation.  The indemnification provided by this
Article XVII shall be deemed to be a contract between the
Corporation and the persons entitled to indemnification
thereunder, and any repeal or modification of this Article XVII
shall not affect any rights or obligations then existing with
respect to any state of facts then or theretofore existing or
any action, suit or proceeding theretofore or thereafter brought
based in whole or in part upon any such state of facts.  The
indemnification and advance payment provided by paragraphs A
through H shall continue as to a person who has ceased to hold a
position named in paragraph A and shall inure to his heirs,
executors and administrators.

    K.   Insurance.  The Corporation may purchase and maintain
insurance on behalf of any person who holds or who has held any
position named in paragraph A, against any liability incurred by
him in any such position, or arising out of his status as such,
whether or not the Corporation would have power to indemnify him
against such liability under paragraphs A through H.

    L.   Intention and Savings Clause.  It is the intention of
this Article XVII to provide for indemnification to the fullest
extent permitted by the General Corporation Law of the State of
Delaware, and this Article XVII shall be interpreted
accordingly.  If this Article XVII or any portion hereof shall
be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify
each director, officer, employee, and agent of the Corporation
as to costs, charges, and expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement with respect to
any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, including an action by or in
the right of the Corporation to the full extent permitted by any
applicable portion of this Article XVII that shall not have been
invalidated and to the full extent permitted by applicable law. 
If the General Corporation Law of the State of Delaware is
amended, or other Delaware law is enacted, to permit further or
additional indemnification of the persons defined in this
Article XVII A, then the indemnification of such persons shall
be to the fullest extent permitted by the General Corporation
Law of the State of Delaware, as so amended, or such other
Delaware law.

Federal Regulations Providing for Indemnification of Directors
--------------------------------------------------------------
and Officers of Rocky Ford Federal Savings and Loan Association
---------------------------------------------------------------

    Federal regulations require that Rocky Ford Federal Savings
and Loan Association (the "Association") indemnify any person
against whom an action is brought by reason of that person's
role as a director or officer of the Association for (i) any
judgments resulting from the action; (ii) reasonable costs and
expenses (including attorney's fees) incurred in connection with
the defense or settlement of such action; and (iii) reasonable
costs and expenses (including attorney's fees) incurred in
connection with enforcing the individual's indemnification
rights against the Association, assuming a final judgment is
obtained in his favor.

    The mandatory indemnification provided for by federal
regulations is limited to (i) actions where a final judgment on
the merits is in favor of the officer or director and (ii) in
the case of a settlement, final judgment against the director or
officer or final judgment not on the merits, except as to where
the director or officer is found negligent or to have committed
misconduct in the performance of his or her duties, where a
majority of the Board of Directors of the Association determines
that the director or officer was acting in good faith within
what he was reasonably entitled to believe was the scope of his
or her employment or authority for a purpose that was in the
best interests of the Association or its members or stock-
holders.

    In addition, the Association has a directors' and officers'
liability policy providing for insurance against certain
liabilities incurred by directors and officers of the
Association while serving in their capacities as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------
      Not Applicable.

ITEM 8.  EXHIBITS
------
    For a list of all exhibits filed or included as part of
this Registration Statement, see "Index to Exhibits" at the end
of this Registration Statement.
<PAGE>
<PAGE>
ITEM 9.  UNDERTAKINGS
------
    1.   The undersigned registrant hereby undertakes:

         (a)  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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement.

              (iii)  To include any material information with
respect to the plan of distribution not previously disclosed in
the  registration statement or any material change to such
information in the registration statement;
         
provided, however, that paragraphs (a)(i) and (a)(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 15(d)
of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

         (b)  That, for the purpose of determining any liability
under the Securities Act of 1934, 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.

         (c)  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.

         (d)  If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-
19 of Regulation S-X at the start of any delayed offering or
throughout a continuous offering.

    2.   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.

    3.   The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report
to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.

    4.   Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant

<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
                      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 Rocky
Ford, State of Colorado, on January 22, 1998.

                        ROCKY FORD FINANCIAL, INC.

                        By:/s/ Keith E. Waggoner
                           ------------------------------------
                           Keith E. Waggoner,
                           President and Chief Executive Officer
                           (Duly Authorized Representative)

                   POWER OF ATTORNEY

         We, the undersigned Directors of Rocky Ford Financial,
Inc., hereby severally constitute and appoint Keith E. Waggoner,
who may act, with full power of substitution, our true and
lawful attorney and agent, to do any and all things in our
names in the capacities indicated below which said Keith E.
Waggoner, who may act, may deem necessary or advisable to enable
Rocky Ford Financial, Inc. to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of
the Securities and Exchange Commission, in connection with the
registration of Rocky Ford Financial, Inc. common stock,
including specifically, but not limited to, power and authority
to sign for us in our names in the capacities indicated below,
the registration statement and any and all amendments (including
post-effective amendments) thereto; and we hereby ratify and
confirm all that said Keith E. Waggoner shall 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.
<TABLE>
<CAPTION>
 Signatures                   Title                                     Date
----------                    -----                                    -----
<S>                           <C>                                        <C>
/s/ Keith E. Waggoner       President and Chief Executive Officer   January 22, 1998
---------------------       (Principal Executive, Financial and 
Keith E. Waggoner           Accounting Officer)

/s/ Donald F. Gause         Chairman of the Board of Directors      January 22, 1998
-------------------
Donald F. Gause

/s/ Norman Bailey            Director                               January 22, 1998
----------------- 
Norman Bailey

/s/ William E. Burrell       Director                               January 22, 1998
---------------------- 
William E. Burrell

/s/ Francis E. Clute         Director                               January 22, 1998
-------------------- 
Francis E. Clute

/s/ Brian H. Hancock         Director                               January 22, 1998
--------------------
Brian H. Hancock
<PAGE>
/s/ R. Dean Jones            Director                               January 22, 1998
---------------------- 
R. Dean Jones

/s/ Wayne W. Whittaker       Director                               January 22, 1998
---------------------- 
Wayne W. Whittaker


*By: /s/ Keith E. Waggoner
     ---------------------                                          January 22, 1998
     Keith E. Waggoner
     Attorney-in-Fact

/TABLE
<PAGE>
<PAGE>
                        INDEX TO EXHIBITS
                        
Exhibit           Description                                   
-------           -----------

   5              Opinion of Housley Kantarian & Bronstein, P.C.
                  as to the validity of the Common Stock being
                  registered 

  23.1            Consent of Housley Kantarian & Bronstein, P.C.
                  (appears in their opinion filed as Exhibit 5)

  23.2            Consent of Independent Certified Public 
                  Accountants

  24              Power of Attorney (contained in the signature
                  page to this registration statement)

  99.1            Rocky Ford Financial, Inc. Management
                  Recognition Plan and associated trust
                  agreement

  99.2            Rocky Ford Financial, Inc. 1997 Stock Option
                  and Incentive Plan

  99.3            Form of Stock Option Agreement to be entered
                  into with Optionees with respect to Incentive
                  Stock Options granted under the Rocky Ford
                  Financial, Inc. 1997 Stock Option and
                  Incentive Plan

  99.4            Form of Stock Option Agreement to be entered
                  into with Optionees with respect to Non-
                  Incentive Stock Options granted under the 
                  Rocky Ford Financial, Inc. 1997 Stock Option
                  and Incentive Plan

   99.5           Form of Agreement to be entered into with
                  Optionees with respect to Stock Appreciation
                  Rights granted under the Rocky Ford Financial,
                  Inc. 1997 Stock Option and Incentive Plan

   99.6           Notice of MRP Award

   99.7           Memorandum concerning taxation of MRP Awards,
                  and associated election form
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 31984}]
{"company-data": {"conformed-name": "ROCKY FORD FINANCIAL INC", "cik": "0001031517", "assigned-sic": "6035", "irs-number": "000000000", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44909", "film-number": "98513169"}, "business-address": {"street1": "801 SWINK AVENUE", "city": "ROCKY FORD", "state": "CO", "zip": "81067", "phone": "7192547642"}, "mail-address": {"street1": "801 SWINK AVENUE", "city": "ROCKY FORD", "state": "CO", "zip": "81067"}}
As filed with the Securities and Exchange Commission on 
                     January 26, 1998

                                     Registration No.333-______  
                                         
________________________________________________________________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
            _______________________________________
                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                   THE SECURITIES ACT OF 1933
            _______________________________________

                   ROCKY FORD FINANCIAL, INC.
------------------------------------------------------
(Exact name of Registrant as Specified in Its Charter)

                          

           Delaware                               84-1413346
-------------------------------              -------------------
(State or other jurisdiction of               (I.R.S. Employer
incorporation or organization)               Identification No.)

                        801 Swink Avenue
                 Rocky Ford, Colorado 81067-0032
                         (719) 254-7642
        -----------------------------------------
        (Address of Principal Executive Offices)

    Rocky Ford Financial, Inc. Management Recognition Plan
Rocky Ford Financial, Inc. 1997 Stock Option and Incentive Plan
---------------------------------------------------------------
               (Full Title of the Plans)

                                            with copies to:
Keith E. Waggoner, President            Mark Poerio, Esquire
Rocky Ford Financial, Inc.            Howard S. Parris, Esquire
801 Swink Avenue                        Housley Kantarian & 
Rocky Ford, Colorado 81067-0032            Bronstein, P.C.
-------------------------------         1220 19th Street N.W.,
(Name and Address of Agent For                 Suite 700
 Service)                               Washington, D.C.  20036

                          (202) 822-9611
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)

                  CALCULATION OF REGISTRATION FEE
====================================================================================
Title of each                   Proposed Maximum  Proposed Maximum    Amount of
class of Securities  Amount to be  Offering Price   Aggregate Offering  Registration
  to be registered  registered (1)  Per Share (2)        Price (2)           Fee
------------------------------------------------------------------------------------
Common Stock,
$0.01 par value       59,240          $ 14,125         $ 598,052.50        $ 176.43
per share
====================================================================================
(1) Maximum number of shares issuable under Rocky Ford
    Financial, Inc. Management Recognition Plan (16,920 shares)
    and Rocky Ford Financial, Inc. 1997 Stock Option and
    Incentive Plan (42,320 shares), as such amounts may be
    increased in accordance with said plans in the event of a
    merger, consolidation, recapitalization or similar event
    involving the Registrant.
(2) Under Rule 457(h) the registration fee may be calculated,
    inter alia, based upon the price at which the options may
    be exercised.  59,240 shares are being registered hereby,
    of which 12,698 are under option at a weighted average
    exercise price of $14.125 per share ($179,359.25 in the
    aggregate).  The remainder of such shares, which are not
    presently subject to option (29,642 shares), are being
    registered based upon the last sale price of the common
    stock of the Registrant as quoted on the over-the-counter
    market through the OTC "Electronic Bulletin Board" on
    January 20, 1998 of $14.125 per share ($418,693.25 in the
    aggregate).  Therefore, the total amount of the offering
    being registered herein is $598,052.50.
/TABLE
PART I

          INFORMATION REQUIRED IN THE SECTION
                   10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------   INFORMATION*

    *Documents containing the information required by Part I
of this Registration Statement will be sent or given to
participants in the Rocky Ford Financial, Inc. Management
Recognition Plan and Rocky Ford Financial, Inc. 1997 Stock
Option and Incentive Plan (together, the "Plans") in accordance
with Rule 428(b)(1).  In accordance with Note to Part I of Form
S-8, such documents are not filed with the Securities and
Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus
supplements.
                       PART II 

  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------

     Rocky Ford Financial, Inc. (the "Company") is subject to
the informational requirements of the Securities Exchange Act of
1934 (the "1934 Act") and, accordingly, files periodic reports
and other information with the Commission.  Reports, proxy
statements and other information concerning the Company filed
with the Commission may be inspected and copies may be obtained
(at prescribed rates) at the Commission's Public Reference
Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549.  The Commission also maintains a Web site that contains
reports, proxy and information statements and other information
regarding registrants that file electronically with the
Commission, including the Company.  The address for the
Commission's Web site is "http://www.sec.gov".

     The following documents are incorporated by reference in
this Registration Statement: 

     (a)  The Company's Annual Report on Form 10-KSB for the
fiscal year ended September 30, 1997 as filed with the
Commission on December 29, 1997 (Commission File No. 0-22441).

     (b)  The description of the Company's securities as
contained in the Company's Prospectus dated March 25, 1997.

     ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 AFTER THE DATE HEREOF AND PRIOR TO THE TERMINATION OF THE
OFFERING OF THE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE
("COMMON STOCK") 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 DOCUMENTS.

ITEM 4.  DESCRIPTION OF SECURITIES
------

     Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------

     Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

     Directors, officers and employees of the Company and/or
Rocky Ford Federal Savings & Loan Association (the
"Association") may be entitled to benefit from the
indemnification provisions contained in the Delaware General
Corporation Law (the "DGCL"), the Company's Certificate of
Incorporation and federal regulations applicable to the
Association.  The general effect of these provisions is
summarized below:
DELAWARE GENERAL CORPORATION LAW

    Section 145 of the DGCL permits a Delaware corporation to
indemnify any person who was or is a party or is threatened to
be made a party to any proceeding of any type, (other than
an action by or in the right of the corporation) by reason of
the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding if he 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 termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, may not, of itself,
create a presumption that these standards have not been met.

    A Delaware corporation may also indemnify any person who was
or is a party or is threatened to be made a party to any
proceeding by or in the right of the corporation by reason
of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation.  However, no
indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought determines upon application that such person is fairly
and reasonably entitled to be indemnified.

    To the extent that a director, officer, employee or agent of
a corporation has been successful on the merits or otherwise in
defense of any proceeding described above indemnification
against expenses (including attorneys' fees) actually and
reasonably incurred by him is mandatory.

    Any determination that indemnification of the director,
officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth
in subsections (a) and (b) must be made by a majority of the
board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or
proceeding, or if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or by the
stockholders.

    Expenses (including attorneys' fees) incurred by an officer
or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of or proceeding
upon receipt of an undertaking by or on behalf of such director
or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
corporation.

    The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this section is
not exclusive.

    In addition, a corporation shall have power to purchase and
maintain insurance against any liability of individuals whom the
corporation is required to indemnify.

ARTICLE XVII OF THE COMPANY'S CERTIFICATE OF INCORPORATION

    A.   Persons.  The Corporation shall indemnify, to the
extent provided in paragraphs B, D or F:

         (1)   any person who is or was a director, officer,
employee, or agent of the Corporation; and

         (2)  any person who serves or served at the
Corporation's request as a director, officer, employee, agent,
partner or trustee of another corporation, partnership, joint
venture, trust or other enterprise.

    B.   Extent -- Derivative Suits.  In case of a threatened,
pending or completed action or suit by or in the right of the
Corporation against a person named in paragraph A by reason of
his holding a position named in paragraph A, the Corporation
shall indemnify him if he satisfies the standard in paragraph C,
for expenses (including attorneys' fees but excluding amounts
paid in settlement) actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit.
C.   Standard -- Derivative Suits.  In case of a threatened,
pending or completed action or suit by or in the right of the
Corporation, a person named in paragraph A shall be
indemnified only if:

         (1)   he is successful on the merits or otherwise; or

         (2)   he acted in good faith in the transaction which
is the subject of the suit or action, and in a manner he
reasonably believed to be in, or not opposed to, the best
    interests of the Corporation, including, but not limited to,
the taking of any and all actions in connection with the
Corporation's response to any tender offer or any offer or
proposal of another party to engage in a Business Combination
(as defined in Article XV) not approved by the board of
directors.  However, he shall not be indemnified in respect of
any claim, issue or matter as to which he has been adjudged
liable to the Corporation unless (and only to the extent that)
the court in which the suit was brought shall determine, upon
application, that despite the adjudication but in view of all
the circumstances, he is fairly and reasonably entitled to
indemnity for such expenses as the court shall deem proper.

    D.   Extent -- Nonderivative Suits.  In case of a
threatened, pending or completed suit, action or proceeding
(whether civil, criminal, administrative or investigative),
other than a suit by or in the right of the Corporation,
together hereafter referred to as a nonderivative suit,
against a person named in paragraph A by reason of his holding a
position named in paragraph A, the Corporation shall indemnify
him if he satisfies the standard in paragraph E, for amounts
actually and reasonably incurred by him in connection with the
defense or settlement of the nonderivative suit, including, but
not limited to (i) expenses (including attorneys' fees), (ii)
amounts paid in settlement, (iii) judgments, and (iv) fines.

    E.   Standard -- Nonderivative Suits.  In case of a
nonderivative suit, a person named in paragraph A shall be
indemnified only if:

         (1)   he is successful on the merits or otherwise; or

         (2)   he acted in good faith in the transaction which
is the subject of the nonderivative suit and in a manner he
reasonably believed to be in, or not opposed to, the best
interests of the Corporation, including, but not limited to, the
taking of any and all actions in connection with the
Corporation's response to any tender offer or any offer or
proposal of another party to engage in a Business Combination
(as defined in Article XV) not approved by the board of
directors and, with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct
was unlawful. The termination of a nonderivative suit by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not, in itself, create a
presumption that the person failed to satisfy the standard of
this subparagraph E(2).

    F.   Determination That Standard Has Been Met.  A
determination that the standard of paragraph C or E has been
satisfied may be made by a court, or, except as stated in
subparagraph C(2) (second sentence), the determination may be
made by:

         (1)  the board of directors by a majority vote of a
quorum consisting of directors of the Corporation who were not
parties to the action, suit or proceeding; or

         (2)   independent legal counsel (appointed by a
majority of the disinterested directors of the Corporation,
whether or not a quorum) in a written opinion; or

         (3)   the stockholders of the Corporation.

    G.   Proration.  Anyone making a determination under
paragraph F may determine that a person has met the standard as
to some matters but not as to others, and may reasonably
prorate amounts to be indemnified.

    H.   Advance Payment.  The Corporation shall pay in advance
any expenses (including attorneys' fees) which may become
subject to indemnification under paragraphs A through G if:

         (1)  the board of directors authorizes the specific
payment; and 

         (2)   the person receiving the payment undertakes in
writing to repay the same if it is ultimately determined that he
is not entitled to indemnification by the Corporation under
paragraphs A through G.
I.   Nonexclusive.  The indemnification and advance payment
of expenses provided by paragraphs A through H shall not be
exclusive of any other rights to which a person may be entitled
by law, bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise.

    J.   Continuation.  The indemnification provided by this
Article XVII shall be deemed to be a contract between the
Corporation and the persons entitled to indemnification
thereunder, and any repeal or modification of this Article XVII
shall not affect any rights or obligations then existing with
respect to any state of facts then or theretofore existing or
any action, suit or proceeding theretofore or thereafter brought
based in whole or in part upon any such state of facts.  The
indemnification and advance payment provided by paragraphs A
through H shall continue as to a person who has ceased to hold a
position named in paragraph A and shall inure to his heirs,
executors and administrators.

    K.   Insurance.  The Corporation may purchase and maintain
insurance on behalf of any person who holds or who has held any
position named in paragraph A, against any liability incurred by
him in any such position, or arising out of his status as such,
whether or not the Corporation would have power to indemnify him
against such liability under paragraphs A through H.

    L.   Intention and Savings Clause.  It is the intention of
this Article XVII to provide for indemnification to the fullest
extent permitted by the General Corporation Law of the State of
Delaware, and this Article XVII shall be interpreted
accordingly.  If this Article XVII or any portion hereof shall
be invalidated on any ground by any court of competent
jurisdiction, then the Corporation shall nevertheless indemnify
each director, officer, employee, and agent of the Corporation
as to costs, charges, and expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement with respect to
any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, including an action by or in
the right of the Corporation to the full extent permitted by any
applicable portion of this Article XVII that shall not have been
invalidated and to the full extent permitted by applicable law. 
If the General Corporation Law of the State of Delaware is
amended, or other Delaware law is enacted, to permit further or
additional indemnification of the persons defined in this
Article XVII A, then the indemnification of such persons shall
be to the fullest extent permitted by the General Corporation
Law of the State of Delaware, as so amended, or such other
Delaware law.

Federal Regulations Providing for Indemnification of Directors
--------------------------------------------------------------
and Officers of Rocky Ford Federal Savings and Loan Association
---------------------------------------------------------------

    Federal regulations require that Rocky Ford Federal Savings
and Loan Association (the "Association") indemnify any person
against whom an action is brought by reason of that person's
role as a director or officer of the Association for (i) any
judgments resulting from the action; (ii) reasonable costs and
expenses (including attorney's fees) incurred in connection with
the defense or settlement of such action; and (iii) reasonable
costs and expenses (including attorney's fees) incurred in
connection with enforcing the individual's indemnification
rights against the Association, assuming a final judgment is
obtained in his favor.

    The mandatory indemnification provided for by federal
regulations is limited to (i) actions where a final judgment on
the merits is in favor of the officer or director and (ii) in
the case of a settlement, final judgment against the director or
officer or final judgment not on the merits, except as to where
the director or officer is found negligent or to have committed
misconduct in the performance of his or her duties, where a
majority of the Board of Directors of the Association determines
that the director or officer was acting in good faith within
what he was reasonably entitled to believe was the scope of his
or her employment or authority for a purpose that was in the
best interests of the Association or its members or stock-
holders.

    In addition, the Association has a directors' and officers'
liability policy providing for insurance against certain
liabilities incurred by directors and officers of the
Association while serving in their capacities as such.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------
      Not Applicable.

ITEM 8.  EXHIBITS
------
    For a list of all exhibits filed or included as part of
this Registration Statement, see "Index to Exhibits" at the end
of this Registration Statement.
ITEM 9.  UNDERTAKINGS
------
    1.   The undersigned registrant hereby undertakes:

         (a)  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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement.

              (iii)  To include any material information with
respect to the plan of distribution not previously disclosed in
the  registration statement or any material change to such
information in the registration statement;
         
provided, however, that paragraphs (a)(i) and (a)(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 15(d)
of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

         (b)  That, for the purpose of determining any liability
under the Securities Act of 1934, 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.

         (c)  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.

         (d)  If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-
19 of Regulation S-X at the start of any delayed offering or
throughout a continuous offering.

    2.   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.

    3.   The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report
to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.

    4.   Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant
to the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant
of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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 Rocky
Ford, State of Colorado, on January 22, 1998.

                        ROCKY FORD FINANCIAL, INC.

                        By:/s/ Keith E. Waggoner
                           ------------------------------------
                           Keith E. Waggoner,
                           President and Chief Executive Officer
                           (Duly Authorized Representative)

                   POWER OF ATTORNEY

         We, the undersigned Directors of Rocky Ford Financial,
Inc., hereby severally constitute and appoint Keith E. Waggoner,
who may act, with full power of substitution, our true and
lawful attorney and agent, to do any and all things in our
names in the capacities indicated below which said Keith E.
Waggoner, who may act, may deem necessary or advisable to enable
Rocky Ford Financial, Inc. to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of
the Securities and Exchange Commission, in connection with the
registration of Rocky Ford Financial, Inc. common stock,
including specifically, but not limited to, power and authority
to sign for us in our names in the capacities indicated below,
the registration statement and any and all amendments (including
post-effective amendments) thereto; and we hereby ratify and
confirm all that said Keith E. Waggoner shall 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.
Signatures                   Title                                     Date
----------                    -----                                    -----
/s/ Keith E. Waggoner       President and Chief Executive Officer   January 22, 1998
---------------------       (Principal Executive, Financial and 
Keith E. Waggoner           Accounting Officer)

/s/ Donald F. Gause         Chairman of the Board of Directors      January 22, 1998
-------------------
Donald F. Gause

/s/ Norman Bailey            Director                               January 22, 1998
----------------- 
Norman Bailey

/s/ William E. Burrell       Director                               January 22, 1998
---------------------- 
William E. Burrell

/s/ Francis E. Clute         Director                               January 22, 1998
-------------------- 
Francis E. Clute

/s/ Brian H. Hancock         Director                               January 22, 1998
--------------------
Brian H. Hancock
/s/ R. Dean Jones            Director                               January 22, 1998
---------------------- 
R. Dean Jones

/s/ Wayne W. Whittaker       Director                               January 22, 1998
---------------------- 
Wayne W. Whittaker

*By: /s/ Keith E. Waggoner
     ---------------------                                          January 22, 1998
     Keith E. Waggoner
     Attorney-in-Fact

/TABLE
INDEX TO EXHIBITS
                        
Exhibit           Description                                   
-------           -----------

   5              Opinion of Housley Kantarian & Bronstein, P.C.
                  as to the validity of the Common Stock being
                  registered 

  23.1            Consent of Housley Kantarian & Bronstein, P.C.
                  (appears in their opinion filed as Exhibit 5)

  23.2            Consent of Independent Certified Public 
                  Accountants

  24              Power of Attorney (contained in the signature
                  page to this registration statement)

  99.1            Rocky Ford Financial, Inc. Management
                  Recognition Plan and associated trust
                  agreement

  99.2            Rocky Ford Financial, Inc. 1997 Stock Option
                  and Incentive Plan

  99.3            Form of Stock Option Agreement to be entered
                  into with Optionees with respect to Incentive
                  Stock Options granted under the Rocky Ford
                  Financial, Inc. 1997 Stock Option and
                  Incentive Plan

  99.4            Form of Stock Option Agreement to be entered
                  into with Optionees with respect to Non-
                  Incentive Stock Options granted under the 
                  Rocky Ford Financial, Inc. 1997 Stock Option
                  and Incentive Plan

   99.5           Form of Agreement to be entered into with
                  Optionees with respect to Stock Appreciation
                  Rights granted under the Rocky Ford Financial,
                  Inc. 1997 Stock Option and Incentive Plan

   99.6           Notice of MRP Award

   99.7           Memorandum concerning taxation of MRP Awards,
                  and associated election form