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

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

                                    MFB CORP.
             (Exact name of Registrant as specified in its charter)

            Indiana                                     35-1907258
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

         121 South Church Street
              P.O. Box 528
           Mishawaka, Indiana                           46546
(Address of  Principal Executive Offices)            (Zip Code)

                        MFB CORP. 1997 STOCK OPTION PLAN
                            (Full title of the plans)

                                Charles J. Viater
                      President and Chief Executive Officer
                                    MFB Corp.
                             121 South Church Street
                                  P.O. Box 528
                            Mishawaka, Indiana 46546
                     (Name and address of agent for service)

          (Telephone number, including area code, of agent for service)
                                 (219) 255-3146

                         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      150,000     $26.8375        $4,025,625    $1,187.56
================================================================================
(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 bid and asked  sales  prices per share of Common  Stock of
       MFB Corp.  on March 10,  1998,  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 1 of 8 Pages
                             Exhibit Index on Page 6



<PAGE>

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

     Document(s)  containing  information  specified  by Part I of this Form S-8
Registration  Statement  ("Registration  Statement")  will be sent or  given  to
participants in the MFB Corp. 1997 Stock Option Plan (the "Plan"),  as specified
in Rule 428(b)(1)  promulgated by the  Securities and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended (the "1933 Act").
Such  document(s) are not being filed with the Commission but constitute  (along
with the documents  incorporated  by reference 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 MFB Corp. (the  "Registrant")  for the year ended
          September 30, 1997, filed with the Securities and Exchange  Commission
          on Form 10-K;

     (2)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities  Exchange  Act of 1934 (the "1934  Act") by the  Registrant
          since September 30, 1997; and

     (3)  The  description of the capital stock of the  Registrant  contained in
          the Registrant's  Registration  Statement on Form 8-A, which was filed
          with the Commission on February 7, 1994, 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.


<PAGE>

     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 on the  effective  Registration  Statement);  (iii) to
include any material  information  with respect to the plan of distribution  not
previously  disclosed in the  Registration  Statement or any material  change to
such information in the Registration Statement;  provided, however, that clauses
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective  amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are
incorporated  by  reference in the  Registration  Statement;  (2) that,  for the
purpose  of   determining   any   liability   under  the  1933  Act,  each  such
post-effective  amendment  shall be  deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof;  and
(3) to remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  that remain unsold at the  termination of the
offering.

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

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


<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Mishawaka, and the State of Indiana, on this 12th day
of March, 1998.


                                       MFB CORP.


                                       By  /s/ Charles J. Viater
                                           -------------------------------------
                                           Charles J. Viater
                                           President and Chief Executive Officer


     Each person whose signature  appears below hereby  constitutes and appoints
Charles J. Viater and Timothy C. Boenne,  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/ Charles J. Viater            President and Chief     )
       ---------------------------      Executive Officer       )
       Charles J. Viater                                        )
                                                                )
(2)    Principal Financial and                                  )
       Accounting Officer:                                      )
                                                                )
                                                                )
       /s/ Timothy C. Boenne            Vice President and      )
       ---------------------------      Controller of Mishawaka )
       Timothy C. Boenne                Federal Savings         )
                                                                )
                                                                ) March 12, 1998
                                                                )
(3)    A Majority of the Board                                  )
       of Directors                                             )
                                                                )
                                                                )
       /s/ M. Gilbert Eberhart          Director                )
       --------------------------                               )
       M. Gilbert Eberhart                                      )
                                                                )
                                                                )
       /s/ Thomas F. Hums               Director                )
       --------------------------                               )
       Thomas F. Hums                                           )
                                                                )

<PAGE>

                                                                )
                                                                )
                                                                )
       /s/ Jonathan E. Kintner          Director                )
       --------------------------                               )
       Jonathan E. Kintner                                      )
                                                                )
                                                                )
       /s/ Michael J. Marien            Director                )
       --------------------------                               )
       Michael J. Marien                                        )
                                                                )
                                                                )
       /s/ Marian K. Torian             Director                ) March 12, 1998
       --------------------------                               )
       Marian K. Torian                                         )
                                                                )
                                                                )
       /s/ Charles J. Viater            Director                )
       --------------------------                               )
       Charles J. Viater                                        )
                                                                )
                                                                )
       /s/ Reginald H. Wagle            Director                )
       --------------------------                               )
       Reginald H. Wagle                                        )
                                                                )
                                                                )



<PAGE>

                                INDEX TO EXHIBITS

                                                                       Page No.
                                                                          In
                                                                         This
Exhibit No.               Description                                   Filing

4.1     Articles of  Incorporation  of the Registrant are incorporated
        by reference to Exhibit 3(1) to the Registrant's  Registration
        Statement on Form S-1 (Registration  No. 33-73098),  which was
        filed with the Commission on December 17, 1993                     *

4.2     By-Laws of the  Registrant  are  incorporated  by reference to
        Exhibit 3 of the October 15, 1995 Form 8-K of the Registrant       *

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

23.1    Consent of Crowe, Chizek and Company LLP

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

24      Power  of   Attorney   is  set  forth  on  page  S-1  of  this
        Registration Statement

(*) Previously filed with the SEC and by this reference  incorporated  into this
Registration Statement.
[{"type": "S-8", "sequence": "1", "description": "MFB CORP. 1997 STOCK OPTION PLAN", "secsgml_size_bytes": 17517}]
{"company-data": {"conformed-name": "MFB CORP", "cik": "0000916396", "assigned-sic": "6035", "irs-number": "351907258", "state-of-incorporation": "IN", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47891", "film-number": "98564828"}, "business-address": {"street1": "121 SOUTH CHURCH ST", "street2": "PO BOX 528", "city": "MISHAWAKA", "state": "IN", "zip": "46546-0528", "phone": "2192553146"}, "mail-address": {"street1": "P O BOX 528", "city": "MISHAWNA", "state": "IN", "zip": "46544"}}
Registration No. 33- 
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    MFB CORP.
             (Exact name of Registrant as specified in its charter)

            Indiana                                     35-1907258
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

         121 South Church Street
              P.O. Box 528
           Mishawaka, Indiana                           46546
(Address of  Principal Executive Offices)            (Zip Code)

                        MFB CORP. 1997 STOCK OPTION PLAN
                            (Full title of the plans)

                                Charles J. Viater
                      President and Chief Executive Officer
                                    MFB Corp.
                             121 South Church Street
                                  P.O. Box 528
                            Mishawaka, Indiana 46546
                     (Name and address of agent for service)

          (Telephone number, including area code, of agent for service)
                                 (219) 255-3146

                         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      150,000     $26.8375        $4,025,625    $1,187.56
================================================================================
(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 bid and asked  sales  prices per share of Common  Stock of
       MFB Corp.  on March 10,  1998,  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 1 of 8 Pages
                             Exhibit Index on Page 6
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

     Document(s)  containing  information  specified  by Part I of this Form S-8
Registration  Statement  ("Registration  Statement")  will be sent or  given  to
participants in the MFB Corp. 1997 Stock Option Plan (the "Plan"),  as specified
in Rule 428(b)(1)  promulgated by the  Securities and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended (the "1933 Act").
Such  document(s) are not being filed with the Commission but constitute  (along
with the documents  incorporated  by reference 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 MFB Corp. (the  "Registrant")  for the year ended
          September 30, 1997, filed with the Securities and Exchange  Commission
          on Form 10-K;

     (2)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Securities  Exchange  Act of 1934 (the "1934  Act") by the  Registrant
          since September 30, 1997; and

     (3)  The  description of the capital stock of the  Registrant  contained in
          the Registrant's  Registration  Statement on Form 8-A, which was filed
          with the Commission on February 7, 1994, 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 on the  effective  Registration  Statement);  (iii) to
include any material  information  with respect to the plan of distribution  not
previously  disclosed in the  Registration  Statement or any material  change to
such information in the Registration Statement;  provided, however, that clauses
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective  amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are
incorporated  by  reference in the  Registration  Statement;  (2) that,  for the
purpose  of   determining   any   liability   under  the  1933  Act,  each  such
post-effective  amendment  shall be  deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof;  and
(3) to remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  that remain unsold at the  termination of the
offering.

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

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

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Mishawaka, and the State of Indiana, on this 12th day
of March, 1998.

                                       MFB CORP.

                                       By  /s/ Charles J. Viater
                                           -------------------------------------
                                           Charles J. Viater
                                           President and Chief Executive Officer

     Each person whose signature  appears below hereby  constitutes and appoints
Charles J. Viater and Timothy C. Boenne,  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/ Charles J. Viater            President and Chief     )
       ---------------------------      Executive Officer       )
       Charles J. Viater                                        )
                                                                )
(2)    Principal Financial and                                  )
       Accounting Officer:                                      )
                                                                )
                                                                )
       /s/ Timothy C. Boenne            Vice President and      )
       ---------------------------      Controller of Mishawaka )
       Timothy C. Boenne                Federal Savings         )
                                                                )
                                                                ) March 12, 1998
                                                                )
(3)    A Majority of the Board                                  )
       of Directors                                             )
                                                                )
                                                                )
       /s/ M. Gilbert Eberhart          Director                )
       --------------------------                               )
       M. Gilbert Eberhart                                      )
                                                                )
                                                                )
       /s/ Thomas F. Hums               Director                )
       --------------------------                               )
       Thomas F. Hums                                           )
                                                                )
)
                                                                )
                                                                )
       /s/ Jonathan E. Kintner          Director                )
       --------------------------                               )
       Jonathan E. Kintner                                      )
                                                                )
                                                                )
       /s/ Michael J. Marien            Director                )
       --------------------------                               )
       Michael J. Marien                                        )
                                                                )
                                                                )
       /s/ Marian K. Torian             Director                ) March 12, 1998
       --------------------------                               )
       Marian K. Torian                                         )
                                                                )
                                                                )
       /s/ Charles J. Viater            Director                )
       --------------------------                               )
       Charles J. Viater                                        )
                                                                )
                                                                )
       /s/ Reginald H. Wagle            Director                )
       --------------------------                               )
       Reginald H. Wagle                                        )
                                                                )
                                                                )
INDEX TO EXHIBITS

                                                                       Page No.
                                                                          In
                                                                         This
Exhibit No.               Description                                   Filing

4.1     Articles of  Incorporation  of the Registrant are incorporated
        by reference to Exhibit 3(1) to the Registrant's  Registration
        Statement on Form S-1 (Registration  No. 33-73098),  which was
        filed with the Commission on December 17, 1993                     *

4.2     By-Laws of the  Registrant  are  incorporated  by reference to
        Exhibit 3 of the October 15, 1995 Form 8-K of the Registrant       *

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

23.1    Consent of Crowe, Chizek and Company LLP

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

24      Power  of   Attorney   is  set  forth  on  page  S-1  of  this
        Registration Statement

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