Registration No. 33-____________
===========================================================================


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                            __________________


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

                              MANATRON, INC.
          (Exact name of registrant as specified in its charter)
                            __________________
               MICHIGAN                                     38-1983228
    (State or other jurisdiction of                      (I.R.S. employer
    incorporation or organization)                   identification number)

                           2970 South 9th Street
                         Kalamazoo, Michigan 49009
            (Address of principal executive offices, zip code)

                              MANATRON, INC.
                       EMPLOYEE STOCK OWNERSHIP AND
                           SALARY DEFERRAL PLAN
                         (Full title of the plan)

         PAUL R. SYLVESTER           Copies to:     STEPHEN C. WATERBURY
PRESIDENT, CHIEF EXECUTIVE OFFICER                WARNER NORCROSS & JUDD LLP
    AND CHIEF FINANCIAL OFFICER                     900 OLD KENT BUILDING
          MANATRON, INC.                            111 LYON STREET, N.W.
       2970 SOUTH 9TH STREET                   GRAND RAPIDS, MICHIGAN 49503-2489
     KALAMAZOO, MICHIGAN 49009

                  (Name and address of agent for service)

                              (616) 375-5300
       (Telephone number, including area code, of agent for service)
<TABLE>
                      CALCULATION OF REGISTRATION FEE
<CAPTION>
         TITLE OF                           PROPOSED MAXIMUM      PROPOSED MAXIMUM
     SECURITIES TO BE      AMOUNT TO BE      OFFERING PRICE          AGGREGATE             AMOUNT OF
        REGISTERED          REGISTERED        PER SHARE<F3>      OFFERING PRICE<F3>    REGISTRATION FEE
<S> <C>                    <C>                 <C>                 <C>                     <C>
       Common Stock,        200,000<F1>         $2.375<F2>          $475,000<F2>            $163.78
     without par value



<FN>
<F1>   Plus such indeterminate number of additional shares as may be
       required to be issued in the event of an adjustment as a result of
       an increase in the number of issued shares of Common Stock
       resulting from a subdivision of such shares, the payment of a stock
       dividend, or certain other capital adjustments.

<F2>   Estimated solely for the purpose of calculating the registration
       fee.

<F3>   On June 27, 1996,  the mean between the high and low prices of the
       Company's Common Stock on The NASDAQ Stock Market was $2.375.
</FN>
</TABLE>

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

===========================================================================































                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed with the Securities and Exchange
        Commission are incorporated in this registration statement by
        reference:

          (a)    The Registrant's latest annual report filed pursuant to
                 Section 13(a) or 15(d) of the Securities Exchange Act of
                 1934 (the "Exchange Act").

          (b)    All other reports filed pursuant to Section 13(a) or 15(d)
                 of the Exchange Act since the end of the fiscal year
                 covered by the annual report referred to in (a) above.

          (c)    The description of the Registrant's Common Stock, no par
                 value, which is contained in the Registrant's Registration
                 Statement filed under the Exchange Act, including any
                 amendment or report filed for the purpose of updating such
                 description.

        All documents subsequently filed by the Registrant (also referred
        to as the "Corporation") pursuant to Sections 13(a), 13(c), 14,
        and 15(d) of the Exchange Act, prior to the filing of a post-
        effective amendment which indicates that all securities offered
        hereby have been sold or which deregisters all securities
        remaining unsold, shall be deemed to be incorporated by reference
        in this registration statement and to be a part of this
        registration statement from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Stephen C. Waterbury, a director and shareholder of the
        Registrant, holds and is eligible to receive options under
        various stock option plans and is a partner of Warner Norcross
        & Judd LLP, general counsel of the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Under Sections 561-567 of the Michigan Business Corporation Act,
        directors and officers of a Michigan corporation may be entitled
        to indemnification by the corporation against judgments, expenses,
        fines, and amounts paid by the director or officer in settlement


        of claims brought against them by third persons or by or in the
        right of the corporation if those directors and officers acted in
        good faith and in a manner reasonably believed to be in, or not
        opposed to, the best interests of the corporation or its
        shareholders.

        The Registrant is obligated under its Restated Articles of
        Incorporation and Bylaws to indemnify a present or former director
        or executive officer of the Registrant and may indemnify any other
        person to the fullest extent now or hereafter permitted by law in
        connection with any actual or threatened civil, criminal,
        administrative, or investigative action, suit, or proceeding
        arising out of their past or future service to the Registrant or a
        subsidiary, or to another organization at the request of the
        Registrant or a subsidiary.

        The Registrant has entered into indemnity agreements with each
        director and executive officer of the Registrant ("Executive"). 
        The agreements indemnify each Executive against all expenses
        incurred in connection with any action or investigation involving
        the Executive by reason of his or her position with the Registrant
        (or with another entity at the Registrant's request).  The
        Executives will also be indemnified for costs, including
        judgments, fines, and penalties, indemnifiable under applicable
        law or under the terms of any current or future liability
        insurance policy maintained by the Registrant that covers the
        Executives.  An Executive involved in a derivative suit will be
        indemnified for expenses and amounts paid in settlement. 
        Indemnification is dependent in every instance on the Executive
        meeting the standards of conduct set forth in the indemnity
        agreements.  In the event of a potential change in control, the
        Registrant may fund a trust to satisfy its anticipated
        indemnification obligations.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        The following exhibits have been filed as part of this
        registration statement:

        EXHIBIT
        NUMBER                        DESCRIPTION

          4.1      Restated Articles of Incorporation.  Previously filed
                   as an exhibit to the Corporation's Form 10-K Annual
                   Report for the fiscal year ended April 30, 1987, and
                   incorporated herein by reference.

                                      -2-
          4.2      Bylaws.  Previously filed as an exhibit to the
                   Corporation's Form 10-K Annual Report for the fiscal
                   year ended April 30, 1987, and incorporated herein by
                   reference.

          4.3      Manatron, Inc. Employee Stock Ownership and Salary
                   Deferral Plan. Previously filed as an exhibit to the
                   Corporation's Form 10-K Annual Report for the fiscal
                   year ended April 30, 1995, and incorporated herein by
                   reference.

          5.1      Opinion Regarding Legality of Securities Offered.

          5.2      Undertaking to Submit Plan to the Internal Revenue
                   Service.

         23.1      Consent of Warner Norcross & Judd LLP.  See
                   Exhibit 5.1.

         23.2      Consent of Arthur Andersen LLP.

         24        Powers of Attorney.

ITEM 9. UNDERTAKINGS.

          (a)    The undersigned Registrant hereby undertakes:

                 (1)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to this Registration
          Statement;

                     (i) To include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933 (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
                 thereto) which, individually or in the aggregate, represent
                 a fundamental change in the information set forth in the
                 Registration Statement;

                   (iii) To include any material information with respect
                 to the plan of distribution not previously disclosed in the
                 Registration Statement or any material change to such
                 information in the Registration Statement;

          PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
          not apply if the information required to be included in a post-
          effective amendment by those paragraphs is contained in


                                      -3-
          periodic reports filed by the Registrant pursuant to Section 13
          or 15(d) of the Exchange Act that are incorporated by reference
          in this 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.

                 (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 liability under the 1933 Act, each filing
       of the Registrant's annual report pursuant to Section 13(a) or
       15(d) of the Exchange 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.

          (h)    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 Securities and Exchange 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.









                                      -4-

                                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 Kalamazoo, State of Michigan, on
the 1st day of July, 1996.


                                  MANATRON, INC.


                                  By /S/ PAUL R. SYLVESTER
                                     Paul R. Sylvester
                                     President, Chief Executive Officer,
                                       and Chief Financial Officer


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:

    DATE                          NAME AND TITLE



July 1, 1996                      *_______________________________________
                                   Gene Bledsoe
                                   Director

July 1, 1996                      /S/ PAUL R. SYLVESTER
                                  Paul R. Sylvester
                                  President, Chief Executive Officer, and
                                    Chief Financial Officer (Principal
                                    executive, financial, and accounting
                                    officer)

July 1, 1996                      ________________________________________
                                  Allen F. Peat
                                  Director

July 1, 1996                      *_______________________________________
                                   Richard J. Holloman
                                   Director

July 1, 1996                      ________________________________________
                                  Douglas A. Peat
                                  Director

                                      -5-
    DATE                          NAME AND TITLE


July 1, 1996                      *_______________________________________
                                   Randall L. Peat
                                   Chairman of the Board and Director

July 1, 1996                      *_______________________________________
                                   Jane M. Rix
                                   Director

July 1, 1996                      *_______________________________________
                                   Harry C. Vorys
                                   Director

July 1, 1996                      *_______________________________________
                                   Stephen C. Waterbury
                                   Director

July 1, 1996                      *_______________________________________
                                   Melvin J. Trumble
                                   Director


                                  *By /S/ PAUL R. SYLVESTER
                                      Paul R. Sylvester
                                      Attorney-in-Fact
























                                      -6-
                               EXHIBIT INDEX


EXHIBIT
NUMBER                            DESCRIPTION

  4.1        Restated Articles of Incorporation.  Previously filed as an
             exhibit to the Corporation's Form 10-K Annual Report for the
             fiscal year ended April 30, 1987, and incorporated herein by
             reference.

  4.2        Bylaws.  Previously filed as an exhibit to the Corporation's
             Form 10-K Annual Report for the fiscal year ended April 30,
             1987, and incorporated herein by reference.

  4.3        Manatron, Inc. Employee Stock Ownership and Salary Deferral
             Plan.  Previously filed as an exhibit to the Corporation's
             Form 10-K Annual Report for the fiscal year ended April 30,
             1995, and incorporated herein by reference.

  5.1        Opinion Regarding Legality of Securities Offered.

  5.2        Undertaking to Submit Plan to the Internal Revenue Service.

  23.1       Consent of Warner Norcross & Judd LLP.  See Exhibit 5.1.

  23.2       Consent of Arthur Andersen LLP.

  24         Powers of Attorney.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17463}]
{"company-data": {"conformed-name": "MANATRON INC", "cik": "0000798736", "assigned-sic": "7373", "irs-number": "381983228", "state-of-incorporation": "MI", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07519", "film-number": "96590838"}, "business-address": {"street1": "2970 SOUTH 9TH STREET", "city": "KALAMAZOO", "state": "MI", "zip": "49009", "phone": "6163755300"}, "mail-address": {"street1": "2970 SOUTH 9TH ST", "city": "KALAMAZOO", "state": "MI", "zip": "49009"}}
Registration No. 33-____________
===========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                            __________________

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

                              MANATRON, INC.
          (Exact name of registrant as specified in its charter)
                            __________________
               MICHIGAN                                     38-1983228
    (State or other jurisdiction of                      (I.R.S. employer
    incorporation or organization)                   identification number)

                           2970 South 9th Street
                         Kalamazoo, Michigan 49009
            (Address of principal executive offices, zip code)

                              MANATRON, INC.
                       EMPLOYEE STOCK OWNERSHIP AND
                           SALARY DEFERRAL PLAN
                         (Full title of the plan)

         PAUL R. SYLVESTER           Copies to:     STEPHEN C. WATERBURY
PRESIDENT, CHIEF EXECUTIVE OFFICER                WARNER NORCROSS & JUDD LLP
    AND CHIEF FINANCIAL OFFICER                     900 OLD KENT BUILDING
          MANATRON, INC.                            111 LYON STREET, N.W.
       2970 SOUTH 9TH STREET                   GRAND RAPIDS, MICHIGAN 49503-2489
     KALAMAZOO, MICHIGAN 49009

                  (Name and address of agent for service)

                              (616) 375-5300
       (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
TITLE OF                           PROPOSED MAXIMUM      PROPOSED MAXIMUM
     SECURITIES TO BE      AMOUNT TO BE      OFFERING PRICE          AGGREGATE             AMOUNT OF
        REGISTERED          REGISTERED        PER SHARE
OFFERING PRICE
REGISTRATION FEE
Common Stock,        200,000
$2.375
$475,000
$163.78
     without par value
Plus such indeterminate number of additional shares as may be
       required to be issued in the event of an adjustment as a result of
       an increase in the number of issued shares of Common Stock
       resulting from a subdivision of such shares, the payment of a stock
       dividend, or certain other capital adjustments.
Estimated solely for the purpose of calculating the registration
       fee.
On June 27, 1996,  the mean between the high and low prices of the
       Company's Common Stock on The NASDAQ Stock Market was $2.375.
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.

===========================================================================

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed with the Securities and Exchange
        Commission are incorporated in this registration statement by
        reference:

          (a)    The Registrant's latest annual report filed pursuant to
                 Section 13(a) or 15(d) of the Securities Exchange Act of
                 1934 (the "Exchange Act").

          (b)    All other reports filed pursuant to Section 13(a) or 15(d)
                 of the Exchange Act since the end of the fiscal year
                 covered by the annual report referred to in (a) above.

          (c)    The description of the Registrant's Common Stock, no par
                 value, which is contained in the Registrant's Registration
                 Statement filed under the Exchange Act, including any
                 amendment or report filed for the purpose of updating such
                 description.

        All documents subsequently filed by the Registrant (also referred
        to as the "Corporation") pursuant to Sections 13(a), 13(c), 14,
        and 15(d) of the Exchange Act, prior to the filing of a post-
        effective amendment which indicates that all securities offered
        hereby have been sold or which deregisters all securities
        remaining unsold, shall be deemed to be incorporated by reference
        in this registration statement and to be a part of this
        registration statement from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Stephen C. Waterbury, a director and shareholder of the
        Registrant, holds and is eligible to receive options under
        various stock option plans and is a partner of Warner Norcross
        & Judd LLP, general counsel of the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Under Sections 561-567 of the Michigan Business Corporation Act,
        directors and officers of a Michigan corporation may be entitled
        to indemnification by the corporation against judgments, expenses,
        fines, and amounts paid by the director or officer in settlement

        of claims brought against them by third persons or by or in the
        right of the corporation if those directors and officers acted in
        good faith and in a manner reasonably believed to be in, or not
        opposed to, the best interests of the corporation or its
        shareholders.

        The Registrant is obligated under its Restated Articles of
        Incorporation and Bylaws to indemnify a present or former director
        or executive officer of the Registrant and may indemnify any other
        person to the fullest extent now or hereafter permitted by law in
        connection with any actual or threatened civil, criminal,
        administrative, or investigative action, suit, or proceeding
        arising out of their past or future service to the Registrant or a
        subsidiary, or to another organization at the request of the
        Registrant or a subsidiary.

        The Registrant has entered into indemnity agreements with each
        director and executive officer of the Registrant ("Executive"). 
        The agreements indemnify each Executive against all expenses
        incurred in connection with any action or investigation involving
        the Executive by reason of his or her position with the Registrant
        (or with another entity at the Registrant's request).  The
        Executives will also be indemnified for costs, including
        judgments, fines, and penalties, indemnifiable under applicable
        law or under the terms of any current or future liability
        insurance policy maintained by the Registrant that covers the
        Executives.  An Executive involved in a derivative suit will be
        indemnified for expenses and amounts paid in settlement. 
        Indemnification is dependent in every instance on the Executive
        meeting the standards of conduct set forth in the indemnity
        agreements.  In the event of a potential change in control, the
        Registrant may fund a trust to satisfy its anticipated
        indemnification obligations.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8. EXHIBITS.

        The following exhibits have been filed as part of this
        registration statement:

        EXHIBIT
        NUMBER                        DESCRIPTION

          4.1      Restated Articles of Incorporation.  Previously filed
                   as an exhibit to the Corporation's Form 10-K Annual
                   Report for the fiscal year ended April 30, 1987, and
                   incorporated herein by reference.

                                      -2-
          4.2      Bylaws.  Previously filed as an exhibit to the
                   Corporation's Form 10-K Annual Report for the fiscal
                   year ended April 30, 1987, and incorporated herein by
                   reference.

          4.3      Manatron, Inc. Employee Stock Ownership and Salary
                   Deferral Plan. Previously filed as an exhibit to the
                   Corporation's Form 10-K Annual Report for the fiscal
                   year ended April 30, 1995, and incorporated herein by
                   reference.

          5.1      Opinion Regarding Legality of Securities Offered.

          5.2      Undertaking to Submit Plan to the Internal Revenue
                   Service.

         23.1      Consent of Warner Norcross & Judd LLP.  See
                   Exhibit 5.1.

         23.2      Consent of Arthur Andersen LLP.

         24        Powers of Attorney.

ITEM 9. UNDERTAKINGS.

          (a)    The undersigned Registrant hereby undertakes:

                 (1)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to this Registration
          Statement;

                     (i) To include any prospectus required by Section
                 10(a)(3) of the Securities Act of 1933 (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
                 thereto) which, individually or in the aggregate, represent
                 a fundamental change in the information set forth in the
                 Registration Statement;

                   (iii) To include any material information with respect
                 to the plan of distribution not previously disclosed in the
                 Registration Statement or any material change to such
                 information in the Registration Statement;

          PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
          not apply if the information required to be included in a post-
          effective amendment by those paragraphs is contained in

                                      -3-
          periodic reports filed by the Registrant pursuant to Section 13
          or 15(d) of the Exchange Act that are incorporated by reference
          in this 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.

                 (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 liability under the 1933 Act, each filing
       of the Registrant's annual report pursuant to Section 13(a) or
       15(d) of the Exchange 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.

          (h)    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 Securities and Exchange 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.

                                      -4-

                                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 Kalamazoo, State of Michigan, on
the 1st day of July, 1996.

                                  MANATRON, INC.

                                  By /S/ PAUL R. SYLVESTER
                                     Paul R. Sylvester
                                     President, Chief Executive Officer,
                                       and Chief Financial Officer

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:

    DATE                          NAME AND TITLE

July 1, 1996                      *_______________________________________
                                   Gene Bledsoe
                                   Director

July 1, 1996                      /S/ PAUL R. SYLVESTER
                                  Paul R. Sylvester
                                  President, Chief Executive Officer, and
                                    Chief Financial Officer (Principal
                                    executive, financial, and accounting
                                    officer)

July 1, 1996                      ________________________________________
                                  Allen F. Peat
                                  Director

July 1, 1996                      *_______________________________________
                                   Richard J. Holloman
                                   Director

July 1, 1996                      ________________________________________
                                  Douglas A. Peat
                                  Director

                                      -5-
    DATE                          NAME AND TITLE

July 1, 1996                      *_______________________________________
                                   Randall L. Peat
                                   Chairman of the Board and Director

July 1, 1996                      *_______________________________________
                                   Jane M. Rix
                                   Director

July 1, 1996                      *_______________________________________
                                   Harry C. Vorys
                                   Director

July 1, 1996                      *_______________________________________
                                   Stephen C. Waterbury
                                   Director

July 1, 1996                      *_______________________________________
                                   Melvin J. Trumble
                                   Director

                                  *By /S/ PAUL R. SYLVESTER
                                      Paul R. Sylvester
                                      Attorney-in-Fact

                                      -6-
                               EXHIBIT INDEX

EXHIBIT
NUMBER                            DESCRIPTION

  4.1        Restated Articles of Incorporation.  Previously filed as an
             exhibit to the Corporation's Form 10-K Annual Report for the
             fiscal year ended April 30, 1987, and incorporated herein by
             reference.

  4.2        Bylaws.  Previously filed as an exhibit to the Corporation's
             Form 10-K Annual Report for the fiscal year ended April 30,
             1987, and incorporated herein by reference.

  4.3        Manatron, Inc. Employee Stock Ownership and Salary Deferral
             Plan.  Previously filed as an exhibit to the Corporation's
             Form 10-K Annual Report for the fiscal year ended April 30,
             1995, and incorporated herein by reference.

  5.1        Opinion Regarding Legality of Securities Offered.

  5.2        Undertaking to Submit Plan to the Internal Revenue Service.

  23.1       Consent of Warner Norcross & Judd LLP.  See Exhibit 5.1.

  23.2       Consent of Arthur Andersen LLP.

  24         Powers of Attorney.