As filed with the Securities and Exchange Commission on January 23, 1998


                                                      Registration No. 33-90566

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

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

                          INDUSTRIAL BANCORP, INC.
           (Exact name of registrant as specified in its Articles)

                Ohio                                   34-1800830 
 (state or other jurisdiction of        (I.R.S. Employer Identification No.)
  incorporation or organization)

                             211 N. Sandusky St.
                            Bellevue , Ohio 44180
                  (Address of Principal Execution Offices)

                          Industrial Bancorp, Inc.
                    1996 Stock Option and Incentive Plan
                          (Full title of the plan)

                               David M. Windau
                          Industrial Bancorp, Inc.
                           211 N. Sandusky Street
                            Bellevue, Ohio 44180
                   (Name and address of agent for service)

                               (419) 483-3375
        (Telephone number, including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
Title of securities                                 Proposed maximum             Proposed maximum             Amount of
to be registered        Amount to be registered     offering price per share     aggregate offering price     registration fee
------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                         <C>                          <C>                          <C>
Common Shares 
No par value            555,450                     $  *                         $6,866,751                   $2,026
==============================================================================================================================
<FN>
<F*>  Of the 555,450 shares being registered, 388,815 may be purchased for 
      $11.00 per share upon the exercise of options already granted.  The 
      offering price of the remaining 166,635 shares, which have been 
      reserved for the future grant of options, has been determined for 
      purposes of calculating the registration fee pursuant to 17 C.F.R. 
      [Section Sign] 230.457(c) for "exchange traded securities" to be 
      $17.875 per share on January 20, 1998.
</FN>
</TABLE>

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.

      The Registrant's Annual Report on Form 10-K for the fiscal year ended 
December 31, 1995, and all documents filed with the Commission pursuant to 
the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act 
of 1934 ("Exchange Act") since that date are hereby incorporated by 
reference.

      The description of the Common Shares of the Registrant, as amended, 
contained in the Registrant's Prospectus dated May 15, 1995, and 
incorporated by reference into the Registrant's Registration Statement on 
Form 8-A (No. 0-026248) filed with the Securities and Exchange Commission on 
June 15, 1995, is hereby incorporated by reference.

      Any definitive Proxy Statement or Information Statement filed pursuant 
to Section 14 of the Exchange Act and all documents which may be filed with 
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 
Exchange Act subsequent to the date hereof prior to the filing of a post-
effective amendment which indicates that all securities offered have been 
sold or which deregisters all securities then remaining unsold, shall also 
be deemed to be incorporated herein by reference and to be made a part 
hereof from the date of filing such documents.

ITEM 4.  Description of Securities.

      Not Applicable.

ITEM 5.  Interests of Named Experts and Counsel.

      None.

ITEM 6.  Indemnification Of Directors and Officers.

      A.  Division (E) of Section 1701.13 of the Ohio Revised Code governs 
indemnification by a corporation and provides as follows:

            (E)(1)  A corporation may indemnify or agree to indemnify any 
      person who was or is a party or is threatened to be made a party, to 
      any threatened, pending, or completed action, suit, or proceeding, 
      whether civil, criminal, administrative, or investigative, 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, trustee, officer, employee, or agent of another 
      corporation, domestic or foreign, nonprofit or for profit, a limited 
      liability company, or a partnership, joint venture, trust, or other 
      enterprise, against expenses, including attorney's 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, if he had no reasonable cause to 
      believe his conduct was unlawful.  The termination of any action, 
      suit, or proceeding by judgment, order, settlement, or conviction, or 
      upon a plea of nolo contendere or its equivalent, shall not, of 
      itself, create a presumption that the person did not act 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, he had reasonable cause to believe that his 
      conduct was unlawful.

            (2)  A corporation may indemnify or agree to indemnify any 
      person who was or is a party or is threatened to be made a party, to 
      any threatened, pending, or completed action or suit by or in the 
      right of the corporation to procure a judgment in its favor, 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, trustee, officer, employee, member, 
      manager, or agent of another corporation, domestic or foreign, 
      nonprofit or for profit, a limited liability company, or a 
      partnership, joint venture, trust, or other enterprise, against 
      expenses, including attorney's 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, 
      except that no indemnification shall be made in respect of any of the 
      following:

                  (a)  Any claim, issue, or matter as to which such person 
            is adjudged to be liable for negligence or misconduct in the 
            performance of his duty to the corporation unless, and only to 
            the extent that, the court of common pleas or the court in which 
            such action or suit was brought determines, upon application, 
            that, despite the adjudication of liability, but in view of all 
            the circumstances of the case, such person is fairly and 
            reasonably entitled to indemnity for such expenses as the court 
            of common pleas or such other court shall deem proper;

                  (b)  Any action or suit in which the only liability 
            asserted against a director is pursuant to section 1701.95 of 
            the Revised Code.

            (3)  To the extent that a director, trustee, officer, employee, 
      member, manager, or agent has been successful on the merits or 
      otherwise in defense of any action, suit, or proceeding referred to in 
      divisions (E)(1) and (2) of this section, or in defense of any claim, 
      issue, or matter therein, he shall be indemnified against expenses, 
      including attorney's fees, actually and reasonably incurred by him in 
      connection with the action, suit, or proceeding.

            (4)  Any indemnification under division (E)(1) or (2) of this 
      section, unless ordered by a court, shall be made by the corporation 
      only as authorized in the specific case, upon a determination that 
      indemnification of the director, trustee, officer, employee, member, 
      manager, or agent is proper in the circumstances because he has met 
      the applicable standard of conduct set forth in division (E)(1) or (2) 
      of this section.  Such determination shall be made as follows:

                  (a)  By a majority vote of a quorum consisting of 
            directors of the indemnifying corporation who were not 
            and are not parties to or threatened with any such 
            action, suit, or proceeding referred to in division 
            (E)(1) or (2) of this section;

                  (b)  If the quorum described in division (E)(4)(a) 
            of this section is not obtainable or if a majority vote 
            of a quorum of disinterested directors so directs, in a 
            written opinion by independent legal counsel other than 
            an attorney, or a firm having associated with it an 
            attorney, who has been retained by or who has performed 
            services for the corporation or any person to be 
            indemnified within the past five years;

                  (c)  By the shareholders;

                  (d)  By the court of common pleas or the court in 
            which such action, suit, or proceeding referred to in 
            division (E)(1) or (2) of this section was brought.

            Any determination made by the disinterested directors under 
      division (E)(4)(a) or by independent legal counsel under division 
      (E)(4)(b) of this section shall be promptly communicated to the person 
      who threatened or brought the action or suit by or in the right of the 
      corporation under division (E)(2) of this section, and, within ten 
      days after receipt of such notification, such person shall have the 
      right to petition the court of common pleas or the court in which 
      action or suit was brought to review the reasonableness of such 
      determination.

            (5)(a)  Unless at the time of a director's act or omission that 
      is the subject of an action, suit, or proceeding referred to in 
      division (E)(1) or (2) of this section, the articles or the 
      regulations of a corporation state, by specific reference to this 
      division, that the provisions of this division do not apply to the 
      corporation and unless the only liability asserted against a director 
      in an action, suit, or proceeding referred to in division (E)(1) or 
      (2) of this section is pursuant to section 1701.95 of the Revised 
      Code, expenses, including attorney's fees, incurred by a director in 
      defending the action, suit, or proceeding shall be paid by the 
      corporation as they are incurred, in advance of the final disposition 
      of the action, suit, or proceeding, upon receipt of an undertaking by 
      or on behalf of the director in which he agrees to do both of the 
      following:

                  (i)  Repay such amount if it is proved by clear and 
            convincing evidence in a court of competent jurisdiction that 
            his action or failure to act involved an act or omission 
            undertaken with deliberate intent to cause injury to the 
            corporation or undertaken with reckless disregard for the best 
            interests of the corporation;

                  (ii)  Reasonably cooperate with the corporation concerning 
            the action, suit, or proceeding.

            (b)  Expenses, including attorney's fees, incurred by a 
      director, trustee, officer, employee, member, manager, or agent in 
      defending any action, suit, or proceeding referred to in division 
      (E)(1) or (2) of this section, may be paid by the corporation as they 
      are incurred, in advance of the final disposition of the action, suit, 
      or proceeding, as authorized by the directors in the specific case, 
      upon receipt of an undertaking by or on behalf of the director, 
      trustee, officer, employee, member, manager, or agent to repay such 
      amount, if it ultimately is determined that he is not entitled to be 
      indemnified by the corporation.

            (6)  The indemnification authorized by this section shall not be 
      exclusive of, and shall be in addition to, any other rights granted to 
      those seeking indemnification under the articles, the regulations, any 
      agreement, a vote of shareholders or disinterested directors, or 
      otherwise, both as to action in their official capacities and as to 
      action in another capacity while holding their offices or positions, 
      and shall continue as to a person who has ceased to be a director, 
      trustee, officer, employee, member, manager, or agent and shall inure 
      to the benefit of the heirs, executors, and administrators of such a 
      person.

            (7)  A corporation may purchase and maintain insurance or 
      furnish similar protection, including, but not limited to, trust 
      funds, letters of credit, or self-insurance, on behalf of or for any 
      person who is or was a director, officer, employee, member, manager, 
      or agent of the corporation, or is or was serving at the request of 
      the corporation as a director, trustee, officer, employee, or agent of 
      another corporation, domestic or foreign, nonprofit or for profit, a 
      limited liability company, or a partnership, joint venture, trust, or 
      other enterprise, against any liability asserted against him and 
      incurred by him in any such capacity, or arising out of his status as 
      such, whether or not the corporation would have the power to indemnify 
      him against such liability under this section.  Insurance may be 
      purchased from or maintained with a person in which the corporation 
      has a financial interest.

            (8)  The authority of a corporation to indemnify persons 
      pursuant to division (E)(1) or (2) of this section does not limit the 
      payment of expenses as they are incurred, indemnification, insurance, 
      or other protection that may be provided pursuant to divisions (E)(5), 
      (6), and (7) of this section.  Divisions (E)(1) and (2) of this 
      section do not create any obligation to repay or return payments made 
      by the corporation pursuant to division (E)(5), (6), or (7).

            (9)  As used in this division, references to "corporation" 
      includes all constituent corporations in a consolidation or merger and 
      the new or surviving corporation, so that any person who is or was a 
      director, officer, employee, trustee, member, manager or agent of such 
      a constituent corporation, or is or was serving at the request of such 
      constituent corporation as a director, trustee, officer, employee, 
      member, manager, or agent of another corporation, domestic or foreign, 
      nonprofit or for profit, a limited liability company, or a 
      partnership, joint venture, trust, or other enterprise, shall stand in 
      the same position under this section with respect to the new or 
      surviving corporation as he would if he had served the new or 
      surviving corporation in the same capacity.

      B.  Article Five of the Registrant's Code of Regulations provides for 
the indemnification of officers and directors as follows:

      Section 5.01.  Mandatory Indemnification.  The corporation shall 
indemnify any officer or director of the corporation who was or is a party 
or is threatened to be made a party to any threatened, pending or completed 
action, suit or proceeding, whether civil, criminal, administrative or 
investigative (including, without limitation, any action threatened or 
instituted 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, 
trustee, officer, employee or agent of another corporation (domestic or 
foreign, nonprofit or for profit), partnership, joint venture, trust or 
other enterprise, against expenses (including, without limitation, 
attorneys' fees, filing fees, court reporters' fees and transcript costs), 
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, he had no reasonable cause to believe his 
conduct was unlawful.  A person claiming indemnification under this 
Section 5.01 shall be presumed, in respect of any act or omission giving 
rise to such claim for indemnification, to have 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 matter, to have had no 
reasonable cause to believe his conduct was unlawful, and the termination of 
any action, suit or proceeding by judgment, order, settlement or conviction, 
or upon a plea of nolo contendere or its equivalent, shall not, of itself, 
rebut such presumption.

      Section 5.02.  Court-Approved Indemnification.  Anything contained in 
the Regulations or elsewhere to the contrary notwithstanding:

            (A)  the corporation shall not indemnify any officer or director 
      of the corporation who was a party to any completed action or suit 
      instituted by or in the right of the corporation to procure a judgment 
      in its favor 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, trustee, officer, 
      employee or agent of another corporation (domestic or foreign, 
      nonprofit or for profit), partnership, joint venture, trust or other 
      enterprise, in respect of any claim, issue or matter asserted in such 
      action or suit as to which he shall have been adjudged to be liable 
      for acting with reckless disregard for the best interests of the 
      corporation or misconduct (other than negligence) in the performance 
      of his duty to the corporation unless and only to the extent that the 
      Court of Common Pleas of Huron County, Ohio, or the court in which 
      such action or suit was brought shall determine upon application that, 
      despite such adjudication of liability, and in view of all the 
      circumstances of the case, he is fairly and reasonably entitled to 
      such indemnity as such Court of Common Pleas or such other court shall 
      deem proper; and

            (B)  the corporation shall promptly make any such unpaid 
      indemnification as is determined by a court to be proper as 
      contemplated by this Section 5.02.

      Section 5.03.  Indemnification for Expenses.  Anything contained in 
the Regulations or elsewhere to the contrary notwithstanding, to the extent 
that an officer or director of the corporation has been successful on the 
merits or otherwise in defense of any action, suit or proceeding referred to 
in Section 5.01, or in defense of any claim, issue or matter therein, he 
shall be promptly indemnified by the corporation against expenses 
(including, without limitation, attorneys' fees, filing fees, court 
reporters' fees and transcript costs) actually and reasonably incurred by 
him in connection therewith.

      Section 5.04  Determination Required.  Any indemnification required 
under Section 5.01 and not precluded under Section 5.02 shall be made by the 
corporation only upon a determination that such indemnification of the 
officer or director is proper in the circumstances because he has met the 
applicable standard of conduct set forth in Section 5.01.  Such 
determination may be made only (A) by a majority vote of a quorum consisting 
of directors of the corporation who were not and are not parties to, or 
threatened with, any such action, suit or proceeding, or (B) if such a  
quorum is not obtainable or if a majority of a quorum of disinterested 
directors so directs, in a written opinion by independent legal counsel 
other than an attorney, or a firm having associated with it an attorney, who 
has been retained by or who has performed services for the corporation, or 
any person to be indemnified, within the past five years, or (C) by the 
shareholders, or (D) by the Court of Common Pleas of Huron County, Ohio, or 
(if the corporation is a party thereto) the court in which such action, suit 
or proceeding was brought, if any; any such determination may be made by a 
court under division (D) of this Section 5.04 at any time including, without 
limitation, any time before, during or after the time when any such 
determination may be requested of, be under consideration by or have been 
denied or disregarded by the disinterested directors under division (A) or 
by independent legal counsel under division (B) or by the shareholders under 
division (C) of this Section 5.04; and no failure for any reason to make any 
such determination, and no decision for any reason to deny any such 
determination, by the disinterested directors under division (A) or by 
independent legal counsel under division (B) or by shareholders under 
division (C) of this Section 5.04 shall be evidence in rebuttal of the 
presumption recited in Section 5.01.  Any determination made by the 
disinterested directors under division (A) or by independent legal counsel 
under division (B) of this Section 5.04 to make indemnification in respect 
of any claim, issue or matter asserted in an action or suit threatened or 
brought by or in the right of the corporation shall be promptly communicated 
to the person who threatened or brought such action or suit, and within ten 
(10) days after receipt of such notification such person shall have the 
right to petition the Court of Common Pleas of Huron County, Ohio, or the 
court in which such action or suit was brought, if any, to review the 
reasonableness of such determination.

      Section 5.05.  Advances for Expenses.  Expenses (including, without 
limitation, attorneys' fees, filing fees, court reporters' fees and 
transcript costs) incurred in defending any action, suit or proceeding 
referred to in Section 5.01 shall be paid by the corporation in advance of 
the final disposition of such action, suit or proceeding to or on behalf of 
the officer or director promptly as such expenses are incurred by him, but 
only if such officer or director shall first agree, in writing, to repay all 
amounts so paid in respect of any claim, issue or other matter asserted in 
such action, suit or proceeding in defense of which he shall not have been 
successful on the merits or otherwise:

            (A)  if it shall ultimately be determined as provided in 
      Section 5.04 that he is not entitled to be indemnified by the 
      corporation as provided under Section 5.01; or

            (B)  if, in respect of any claim, issue or other matter asserted 
      by or in the right of the corporation in such action or suit, he shall 
      have been adjudged to be liable for acting with reckless disregard for 
      the best interests of the corporation or misconduct (other than 
      negligence) in the performance of his duty to the corporation, unless 
      and only to the extent that the Court of Common Pleas of Huron County, 
      Ohio, or the court in which such action or suit was brought shall 
      determine upon application that, despite such adjudication of 
      liability, and in view of all the circumstances, he is fairly and 
      reasonably entitled to all or part of such indemnification.

      Section 5.06.  Article Five Not Exclusive.  The indemnification 
provided by this Article Five shall not be deemed exclusive of any other 
rights to which any person seeking indemnification may be entitled under the 
Articles or the Regulations or any agreement, vote of shareholders or 
disinterested directors, or otherwise, both as to action in his official 
capacity and as to action in another capacity while holding such office, and 
shall continue as to a person who has ceased to be an officer or  director 
of the corporation and shall inure to the benefit of the heirs, executors, 
and administrators of such a person.

      Section 5.07.  Insurance.  The corporation may purchase and maintain 
insurance on behalf of any person who 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, trustee, officer, employee, or agent of 
another corporation (domestic or foreign, nonprofit or for profit), 
partnership, joint venture, trust or other enterprise, against any liability 
asserted against him and incurred by him in any such capacity, or arising 
out of his status as such, whether or not the corporation would have the 
obligation or the power to indemnify him against such liability under the 
provisions of this Article Five.

      Section 5.08.  Certain Definitions.  For purposes of this Article 
Five, and as examples and not by way of limitation:

            (A)  A person claiming indemnification under this Article 5 
      shall be deemed to have been successful on the merits or otherwise in 
      defense of any action, suit or proceeding referred to in Section 5.01, 
      or in defense of any claim, issue or other matter therein, if such 
      action, suit or proceeding shall be terminated as to such person, with 
      or without prejudice, without the entry of a judgment or order against 
      him, without a conviction of him, without the imposition of a fine 
      upon him and without his payment or agreement to pay any amount in 
      settlement thereof (whether or not any such termination is based upon 
      a judicial or other determination of the lack of merit of the claims 
      made against him or otherwise results in a vindication of him); and

            (B)  References to an "other enterprise" shall include employee 
      benefit plans; references to a "fine" shall include any excise taxes 
      assessed on a person with respect to an employee benefit plan; and 
      references to "serving at the request of the corporation" shall 
      include any service as a director, officer, employee or agent of the 
      corporation which imposes duties on, or involves services by, such 
      director, officer, employee or agent with respect to an employee 
      benefit plan, its participants or beneficiaries; and a person who 
      acted in good faith and in a manner he reasonably believed to be in 
      the best interests of the participants and beneficiaries of an 
      employee benefit plan shall be deemed to have acted in a manner "not 
      opposed to the best interests of the corporation" within the meaning 
      of that term as used in this Article Five.

      Section 5.09.  Venue.  Any action, suit or proceeding to determine a 
claim for indemnification under this Article Five may be maintained by the 
person claiming such indemnification, or by the corporation, in the Court of 
Common Pleas of Huron County, Ohio.  The corporation and (by claiming such 
indemnification) each such person consent to the exercise of jurisdiction 
over its or his person by the Court of Common Pleas of Huron County, Ohio, 
in any such action, suit or proceeding.

            C.  Registrant currently maintains a directors' and officers' 
      liability policy providing for insurance of directors and officers for 
      liability incurred in connection with performance of their duties as 
      directors and officers.  Such policy does not, however, provide 
      insurance for losses resulting from willful or criminal misconduct. 

ITEM 7.  Exemption from Registration Claimed.

      Not Applicable.

ITEM 8.  Exhibits.

      See the Exhibit Index attached hereto.

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;

                  (ii)  To reflect in the prospectus any faces 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 end of the estimated maximum 
                        offering range may be reflected in the form of 
                        prospectus filed with the Commission pursuant to 
                        Rule 424(b) ([Section Sign] 230.424(b) of this 
                        chapter) if, in the aggregate, the changes in volume 
                        and price represent no more than a 20% change in the 
                        maximum aggregate offering price set forth in the 
                        "Calculation of Registration Fee" table in the 
                        effective registration statement.

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

                        Provided, however, That paragraphs (a)(1)(i) and 
                        (a)(1)(ii) of this section 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 
                        with or furnished to the Commission by the 
                        registrant pursuant to section 13 or section 15(d) 
                        of the Securities Exchange Act of 1934, that are 
                        incorporated by reference in the registration 
                        statement.

            (2)  That, for the purpose of determining any liability under
                 the Securities Act of 1933, 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 which
                 remain unsold at the termination of the offering.

            (4)  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 [Section Sign] 
                 210.3-19 of this chapter at the start of any delayed 
                 offering or throughout a continuous offering.  Financial 
                 statements and information otherwise required by Section 
                 10(a)(3) of the Act need not be furnished, provided that 
                 the registrant includes in the prospectus, by means of a 
                 post-effective amendment, financial statements required 
                 pursuant to this paragraph (a)(4) and other information 
                 necessary to ensure that all other information necessary to 
                 ensure that all other information in the prospectus is at 
                 least as current as the date of those financial statements.  
                 Notwithstanding the foregoing, with respect to registration 
                 statements on Form F-3 ([Section Sign] 239.33 of this 
                 chapter), a post-effective amendment need not be filed to 
                 include financial statements and information required by 
                 Section 10(a)(3) of the Act or [Section Sign] 210.3-19 of 
                 this chapter is such financial statements and information 
                 are contained in periodic reports filed with or furnished 
                 to the Commission by the registrant pursuant to section 13 
                 or section 15(d) of the Securities Exchange Act of 1934 
                 that are incorporated by reference in the Form F-3.

      B.  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 section 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.

                                 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 Bellevue, State of Ohio, on 
December 16, 1997.

                                       INDUSTRIAL BANCORP, INC.


                                       By:  David M. Windau, President

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

Signature                      Title                     Date
---------                      -----                     ----

                               Director                  December __, 1997
---------------------------
Graydon H. Hayward

Leon W. Maginnis               Director                  December 16, 1997
---------------------------
Leon W. Maginnis

                               Director                  December __, 1997
---------------------------
Bob Moore


Lawrence R. Rhoades            Chairman of the Board     December 16, 1997
---------------------------
Lawrence R. Rhoades

Frederic C. Spurck             Director                  December 16, 1997
---------------------------
Frederic C. Spurck

Roger O. Wilkinson             Director                  December 16, 1997
---------------------------
Roger O. Wilkinson

David M. Windau                Director, President       December 16, 1997
---------------------------    and Chief Financial
David M. Windau                Officer

Patrick S. Smith               Chief Accounting Officer  December 16, 1997
---------------------------
Patrick S. Smith


                                EXHIBIT INDEX

Exhibit No.
-----------

     4          Industrial Bancorp, Inc. 1996 Stock Option and Incentive 
                Plan.

     5          Opinion of Vorys, Sater, Seymour and Pease LLP as to 
                legality of shares being offered.

     23(a)      Consent of Independent Public Accountant.

     23(b)      Consent of Vorys, Sater, Seymour and Pease (included in 
                Exhibit 5).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 37692}]
{"company-data": {"conformed-name": "INDUSTRIAL BANCORP INC", "cik": "0000942899", "assigned-sic": "6035", "irs-number": "311800830", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44783", "film-number": "98511523"}, "business-address": {"street1": "211 N SANDUSKY ST", "city": "BELLEVUE", "state": "OH", "zip": "44811", "phone": "4194833375"}, "mail-address": {"street1": "211N SANDUSKY ST", "city": "BELLEVUE", "state": "OH", "zip": "44811"}}
As filed with the Securities and Exchange Commission on January 23, 1998

                                                      Registration No. 33-90566

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

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

                          INDUSTRIAL BANCORP, INC.
           (Exact name of registrant as specified in its Articles)

                Ohio                                   34-1800830 
 (state or other jurisdiction of        (I.R.S. Employer Identification No.)
  incorporation or organization)

                             211 N. Sandusky St.
                            Bellevue , Ohio 44180
                  (Address of Principal Execution Offices)

                          Industrial Bancorp, Inc.
                    1996 Stock Option and Incentive Plan
                          (Full title of the plan)

                               David M. Windau
                          Industrial Bancorp, Inc.
                           211 N. Sandusky Street
                            Bellevue, Ohio 44180
                   (Name and address of agent for service)

                               (419) 483-3375
        (Telephone number, including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE
==============================================================================================================================
Title of securities                                 Proposed maximum             Proposed maximum             Amount of
to be registered        Amount to be registered     offering price per share     aggregate offering price     registration fee
------------------------------------------------------------------------------------------------------------------------------
Common Shares 
No par value            555,450                     $  *                         $6,866,751                   $2,026
==============================================================================================================================
Of the 555,450 shares being registered, 388,815 may be purchased for 
      $11.00 per share upon the exercise of options already granted.  The 
      offering price of the remaining 166,635 shares, which have been 
      reserved for the future grant of options, has been determined for 
      purposes of calculating the registration fee pursuant to 17 C.F.R. 
      [Section Sign] 230.457(c) for "exchange traded securities" to be 
      $17.875 per share on January 20, 1998.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.

      The Registrant's Annual Report on Form 10-K for the fiscal year ended 
December 31, 1995, and all documents filed with the Commission pursuant to 
the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act 
of 1934 ("Exchange Act") since that date are hereby incorporated by 
reference.

      The description of the Common Shares of the Registrant, as amended, 
contained in the Registrant's Prospectus dated May 15, 1995, and 
incorporated by reference into the Registrant's Registration Statement on 
Form 8-A (No. 0-026248) filed with the Securities and Exchange Commission on 
June 15, 1995, is hereby incorporated by reference.

      Any definitive Proxy Statement or Information Statement filed pursuant 
to Section 14 of the Exchange Act and all documents which may be filed with 
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 
Exchange Act subsequent to the date hereof prior to the filing of a post-
effective amendment which indicates that all securities offered have been 
sold or which deregisters all securities then remaining unsold, shall also 
be deemed to be incorporated herein by reference and to be made a part 
hereof from the date of filing such documents.

ITEM 4.  Description of Securities.

      Not Applicable.

ITEM 5.  Interests of Named Experts and Counsel.

      None.

ITEM 6.  Indemnification Of Directors and Officers.

      A.  Division (E) of Section 1701.13 of the Ohio Revised Code governs 
indemnification by a corporation and provides as follows:

            (E)(1)  A corporation may indemnify or agree to indemnify any 
      person who was or is a party or is threatened to be made a party, to 
      any threatened, pending, or completed action, suit, or proceeding, 
      whether civil, criminal, administrative, or investigative, 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, trustee, officer, employee, or agent of another 
      corporation, domestic or foreign, nonprofit or for profit, a limited 
      liability company, or a partnership, joint venture, trust, or other 
      enterprise, against expenses, including attorney's 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, if he had no reasonable cause to 
      believe his conduct was unlawful.  The termination of any action, 
      suit, or proceeding by judgment, order, settlement, or conviction, or 
      upon a plea of nolo contendere or its equivalent, shall not, of 
      itself, create a presumption that the person did not act 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, he had reasonable cause to believe that his 
      conduct was unlawful.

            (2)  A corporation may indemnify or agree to indemnify any 
      person who was or is a party or is threatened to be made a party, to 
      any threatened, pending, or completed action or suit by or in the 
      right of the corporation to procure a judgment in its favor, 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, trustee, officer, employee, member, 
      manager, or agent of another corporation, domestic or foreign, 
      nonprofit or for profit, a limited liability company, or a 
      partnership, joint venture, trust, or other enterprise, against 
      expenses, including attorney's 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, 
      except that no indemnification shall be made in respect of any of the 
      following:

                  (a)  Any claim, issue, or matter as to which such person 
            is adjudged to be liable for negligence or misconduct in the 
            performance of his duty to the corporation unless, and only to 
            the extent that, the court of common pleas or the court in which 
            such action or suit was brought determines, upon application, 
            that, despite the adjudication of liability, but in view of all 
            the circumstances of the case, such person is fairly and 
            reasonably entitled to indemnity for such expenses as the court 
            of common pleas or such other court shall deem proper;

                  (b)  Any action or suit in which the only liability 
            asserted against a director is pursuant to section 1701.95 of 
            the Revised Code.

            (3)  To the extent that a director, trustee, officer, employee, 
      member, manager, or agent has been successful on the merits or 
      otherwise in defense of any action, suit, or proceeding referred to in 
      divisions (E)(1) and (2) of this section, or in defense of any claim, 
      issue, or matter therein, he shall be indemnified against expenses, 
      including attorney's fees, actually and reasonably incurred by him in 
      connection with the action, suit, or proceeding.

            (4)  Any indemnification under division (E)(1) or (2) of this 
      section, unless ordered by a court, shall be made by the corporation 
      only as authorized in the specific case, upon a determination that 
      indemnification of the director, trustee, officer, employee, member, 
      manager, or agent is proper in the circumstances because he has met 
      the applicable standard of conduct set forth in division (E)(1) or (2) 
      of this section.  Such determination shall be made as follows:

                  (a)  By a majority vote of a quorum consisting of 
            directors of the indemnifying corporation who were not 
            and are not parties to or threatened with any such 
            action, suit, or proceeding referred to in division 
            (E)(1) or (2) of this section;

                  (b)  If the quorum described in division (E)(4)(a) 
            of this section is not obtainable or if a majority vote 
            of a quorum of disinterested directors so directs, in a 
            written opinion by independent legal counsel other than 
            an attorney, or a firm having associated with it an 
            attorney, who has been retained by or who has performed 
            services for the corporation or any person to be 
            indemnified within the past five years;

                  (c)  By the shareholders;

                  (d)  By the court of common pleas or the court in 
            which such action, suit, or proceeding referred to in 
            division (E)(1) or (2) of this section was brought.

            Any determination made by the disinterested directors under 
      division (E)(4)(a) or by independent legal counsel under division 
      (E)(4)(b) of this section shall be promptly communicated to the person 
      who threatened or brought the action or suit by or in the right of the 
      corporation under division (E)(2) of this section, and, within ten 
      days after receipt of such notification, such person shall have the 
      right to petition the court of common pleas or the court in which 
      action or suit was brought to review the reasonableness of such 
      determination.

            (5)(a)  Unless at the time of a director's act or omission that 
      is the subject of an action, suit, or proceeding referred to in 
      division (E)(1) or (2) of this section, the articles or the 
      regulations of a corporation state, by specific reference to this 
      division, that the provisions of this division do not apply to the 
      corporation and unless the only liability asserted against a director 
      in an action, suit, or proceeding referred to in division (E)(1) or 
      (2) of this section is pursuant to section 1701.95 of the Revised 
      Code, expenses, including attorney's fees, incurred by a director in 
      defending the action, suit, or proceeding shall be paid by the 
      corporation as they are incurred, in advance of the final disposition 
      of the action, suit, or proceeding, upon receipt of an undertaking by 
      or on behalf of the director in which he agrees to do both of the 
      following:

                  (i)  Repay such amount if it is proved by clear and 
            convincing evidence in a court of competent jurisdiction that 
            his action or failure to act involved an act or omission 
            undertaken with deliberate intent to cause injury to the 
            corporation or undertaken with reckless disregard for the best 
            interests of the corporation;

                  (ii)  Reasonably cooperate with the corporation concerning 
            the action, suit, or proceeding.

            (b)  Expenses, including attorney's fees, incurred by a 
      director, trustee, officer, employee, member, manager, or agent in 
      defending any action, suit, or proceeding referred to in division 
      (E)(1) or (2) of this section, may be paid by the corporation as they 
      are incurred, in advance of the final disposition of the action, suit, 
      or proceeding, as authorized by the directors in the specific case, 
      upon receipt of an undertaking by or on behalf of the director, 
      trustee, officer, employee, member, manager, or agent to repay such 
      amount, if it ultimately is determined that he is not entitled to be 
      indemnified by the corporation.

            (6)  The indemnification authorized by this section shall not be 
      exclusive of, and shall be in addition to, any other rights granted to 
      those seeking indemnification under the articles, the regulations, any 
      agreement, a vote of shareholders or disinterested directors, or 
      otherwise, both as to action in their official capacities and as to 
      action in another capacity while holding their offices or positions, 
      and shall continue as to a person who has ceased to be a director, 
      trustee, officer, employee, member, manager, or agent and shall inure 
      to the benefit of the heirs, executors, and administrators of such a 
      person.

            (7)  A corporation may purchase and maintain insurance or 
      furnish similar protection, including, but not limited to, trust 
      funds, letters of credit, or self-insurance, on behalf of or for any 
      person who is or was a director, officer, employee, member, manager, 
      or agent of the corporation, or is or was serving at the request of 
      the corporation as a director, trustee, officer, employee, or agent of 
      another corporation, domestic or foreign, nonprofit or for profit, a 
      limited liability company, or a partnership, joint venture, trust, or 
      other enterprise, against any liability asserted against him and 
      incurred by him in any such capacity, or arising out of his status as 
      such, whether or not the corporation would have the power to indemnify 
      him against such liability under this section.  Insurance may be 
      purchased from or maintained with a person in which the corporation 
      has a financial interest.

            (8)  The authority of a corporation to indemnify persons 
      pursuant to division (E)(1) or (2) of this section does not limit the 
      payment of expenses as they are incurred, indemnification, insurance, 
      or other protection that may be provided pursuant to divisions (E)(5), 
      (6), and (7) of this section.  Divisions (E)(1) and (2) of this 
      section do not create any obligation to repay or return payments made 
      by the corporation pursuant to division (E)(5), (6), or (7).

            (9)  As used in this division, references to "corporation" 
      includes all constituent corporations in a consolidation or merger and 
      the new or surviving corporation, so that any person who is or was a 
      director, officer, employee, trustee, member, manager or agent of such 
      a constituent corporation, or is or was serving at the request of such 
      constituent corporation as a director, trustee, officer, employee, 
      member, manager, or agent of another corporation, domestic or foreign, 
      nonprofit or for profit, a limited liability company, or a 
      partnership, joint venture, trust, or other enterprise, shall stand in 
      the same position under this section with respect to the new or 
      surviving corporation as he would if he had served the new or 
      surviving corporation in the same capacity.

      B.  Article Five of the Registrant's Code of Regulations provides for 
the indemnification of officers and directors as follows:

      Section 5.01.  Mandatory Indemnification.  The corporation shall 
indemnify any officer or director of the corporation who was or is a party 
or is threatened to be made a party to any threatened, pending or completed 
action, suit or proceeding, whether civil, criminal, administrative or 
investigative (including, without limitation, any action threatened or 
instituted 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, 
trustee, officer, employee or agent of another corporation (domestic or 
foreign, nonprofit or for profit), partnership, joint venture, trust or 
other enterprise, against expenses (including, without limitation, 
attorneys' fees, filing fees, court reporters' fees and transcript costs), 
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, he had no reasonable cause to believe his 
conduct was unlawful.  A person claiming indemnification under this 
Section 5.01 shall be presumed, in respect of any act or omission giving 
rise to such claim for indemnification, to have 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 matter, to have had no 
reasonable cause to believe his conduct was unlawful, and the termination of 
any action, suit or proceeding by judgment, order, settlement or conviction, 
or upon a plea of nolo contendere or its equivalent, shall not, of itself, 
rebut such presumption.

      Section 5.02.  Court-Approved Indemnification.  Anything contained in 
the Regulations or elsewhere to the contrary notwithstanding:

            (A)  the corporation shall not indemnify any officer or director 
      of the corporation who was a party to any completed action or suit 
      instituted by or in the right of the corporation to procure a judgment 
      in its favor 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, trustee, officer, 
      employee or agent of another corporation (domestic or foreign, 
      nonprofit or for profit), partnership, joint venture, trust or other 
      enterprise, in respect of any claim, issue or matter asserted in such 
      action or suit as to which he shall have been adjudged to be liable 
      for acting with reckless disregard for the best interests of the 
      corporation or misconduct (other than negligence) in the performance 
      of his duty to the corporation unless and only to the extent that the 
      Court of Common Pleas of Huron County, Ohio, or the court in which 
      such action or suit was brought shall determine upon application that, 
      despite such adjudication of liability, and in view of all the 
      circumstances of the case, he is fairly and reasonably entitled to 
      such indemnity as such Court of Common Pleas or such other court shall 
      deem proper; and

            (B)  the corporation shall promptly make any such unpaid 
      indemnification as is determined by a court to be proper as 
      contemplated by this Section 5.02.

      Section 5.03.  Indemnification for Expenses.  Anything contained in 
the Regulations or elsewhere to the contrary notwithstanding, to the extent 
that an officer or director of the corporation has been successful on the 
merits or otherwise in defense of any action, suit or proceeding referred to 
in Section 5.01, or in defense of any claim, issue or matter therein, he 
shall be promptly indemnified by the corporation against expenses 
(including, without limitation, attorneys' fees, filing fees, court 
reporters' fees and transcript costs) actually and reasonably incurred by 
him in connection therewith.

      Section 5.04  Determination Required.  Any indemnification required 
under Section 5.01 and not precluded under Section 5.02 shall be made by the 
corporation only upon a determination that such indemnification of the 
officer or director is proper in the circumstances because he has met the 
applicable standard of conduct set forth in Section 5.01.  Such 
determination may be made only (A) by a majority vote of a quorum consisting 
of directors of the corporation who were not and are not parties to, or 
threatened with, any such action, suit or proceeding, or (B) if such a  
quorum is not obtainable or if a majority of a quorum of disinterested 
directors so directs, in a written opinion by independent legal counsel 
other than an attorney, or a firm having associated with it an attorney, who 
has been retained by or who has performed services for the corporation, or 
any person to be indemnified, within the past five years, or (C) by the 
shareholders, or (D) by the Court of Common Pleas of Huron County, Ohio, or 
(if the corporation is a party thereto) the court in which such action, suit 
or proceeding was brought, if any; any such determination may be made by a 
court under division (D) of this Section 5.04 at any time including, without 
limitation, any time before, during or after the time when any such 
determination may be requested of, be under consideration by or have been 
denied or disregarded by the disinterested directors under division (A) or 
by independent legal counsel under division (B) or by the shareholders under 
division (C) of this Section 5.04; and no failure for any reason to make any 
such determination, and no decision for any reason to deny any such 
determination, by the disinterested directors under division (A) or by 
independent legal counsel under division (B) or by shareholders under 
division (C) of this Section 5.04 shall be evidence in rebuttal of the 
presumption recited in Section 5.01.  Any determination made by the 
disinterested directors under division (A) or by independent legal counsel 
under division (B) of this Section 5.04 to make indemnification in respect 
of any claim, issue or matter asserted in an action or suit threatened or 
brought by or in the right of the corporation shall be promptly communicated 
to the person who threatened or brought such action or suit, and within ten 
(10) days after receipt of such notification such person shall have the 
right to petition the Court of Common Pleas of Huron County, Ohio, or the 
court in which such action or suit was brought, if any, to review the 
reasonableness of such determination.

      Section 5.05.  Advances for Expenses.  Expenses (including, without 
limitation, attorneys' fees, filing fees, court reporters' fees and 
transcript costs) incurred in defending any action, suit or proceeding 
referred to in Section 5.01 shall be paid by the corporation in advance of 
the final disposition of such action, suit or proceeding to or on behalf of 
the officer or director promptly as such expenses are incurred by him, but 
only if such officer or director shall first agree, in writing, to repay all 
amounts so paid in respect of any claim, issue or other matter asserted in 
such action, suit or proceeding in defense of which he shall not have been 
successful on the merits or otherwise:

            (A)  if it shall ultimately be determined as provided in 
      Section 5.04 that he is not entitled to be indemnified by the 
      corporation as provided under Section 5.01; or

            (B)  if, in respect of any claim, issue or other matter asserted 
      by or in the right of the corporation in such action or suit, he shall 
      have been adjudged to be liable for acting with reckless disregard for 
      the best interests of the corporation or misconduct (other than 
      negligence) in the performance of his duty to the corporation, unless 
      and only to the extent that the Court of Common Pleas of Huron County, 
      Ohio, or the court in which such action or suit was brought shall 
      determine upon application that, despite such adjudication of 
      liability, and in view of all the circumstances, he is fairly and 
      reasonably entitled to all or part of such indemnification.

      Section 5.06.  Article Five Not Exclusive.  The indemnification 
provided by this Article Five shall not be deemed exclusive of any other 
rights to which any person seeking indemnification may be entitled under the 
Articles or the Regulations or any agreement, vote of shareholders or 
disinterested directors, or otherwise, both as to action in his official 
capacity and as to action in another capacity while holding such office, and 
shall continue as to a person who has ceased to be an officer or  director 
of the corporation and shall inure to the benefit of the heirs, executors, 
and administrators of such a person.

      Section 5.07.  Insurance.  The corporation may purchase and maintain 
insurance on behalf of any person who 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, trustee, officer, employee, or agent of 
another corporation (domestic or foreign, nonprofit or for profit), 
partnership, joint venture, trust or other enterprise, against any liability 
asserted against him and incurred by him in any such capacity, or arising 
out of his status as such, whether or not the corporation would have the 
obligation or the power to indemnify him against such liability under the 
provisions of this Article Five.

      Section 5.08.  Certain Definitions.  For purposes of this Article 
Five, and as examples and not by way of limitation:

            (A)  A person claiming indemnification under this Article 5 
      shall be deemed to have been successful on the merits or otherwise in 
      defense of any action, suit or proceeding referred to in Section 5.01, 
      or in defense of any claim, issue or other matter therein, if such 
      action, suit or proceeding shall be terminated as to such person, with 
      or without prejudice, without the entry of a judgment or order against 
      him, without a conviction of him, without the imposition of a fine 
      upon him and without his payment or agreement to pay any amount in 
      settlement thereof (whether or not any such termination is based upon 
      a judicial or other determination of the lack of merit of the claims 
      made against him or otherwise results in a vindication of him); and

            (B)  References to an "other enterprise" shall include employee 
      benefit plans; references to a "fine" shall include any excise taxes 
      assessed on a person with respect to an employee benefit plan; and 
      references to "serving at the request of the corporation" shall 
      include any service as a director, officer, employee or agent of the 
      corporation which imposes duties on, or involves services by, such 
      director, officer, employee or agent with respect to an employee 
      benefit plan, its participants or beneficiaries; and a person who 
      acted in good faith and in a manner he reasonably believed to be in 
      the best interests of the participants and beneficiaries of an 
      employee benefit plan shall be deemed to have acted in a manner "not 
      opposed to the best interests of the corporation" within the meaning 
      of that term as used in this Article Five.

      Section 5.09.  Venue.  Any action, suit or proceeding to determine a 
claim for indemnification under this Article Five may be maintained by the 
person claiming such indemnification, or by the corporation, in the Court of 
Common Pleas of Huron County, Ohio.  The corporation and (by claiming such 
indemnification) each such person consent to the exercise of jurisdiction 
over its or his person by the Court of Common Pleas of Huron County, Ohio, 
in any such action, suit or proceeding.

            C.  Registrant currently maintains a directors' and officers' 
      liability policy providing for insurance of directors and officers for 
      liability incurred in connection with performance of their duties as 
      directors and officers.  Such policy does not, however, provide 
      insurance for losses resulting from willful or criminal misconduct. 

ITEM 7.  Exemption from Registration Claimed.

      Not Applicable.

ITEM 8.  Exhibits.

      See the Exhibit Index attached hereto.

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;

                  (ii)  To reflect in the prospectus any faces 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 end of the estimated maximum 
                        offering range may be reflected in the form of 
                        prospectus filed with the Commission pursuant to 
                        Rule 424(b) ([Section Sign] 230.424(b) of this 
                        chapter) if, in the aggregate, the changes in volume 
                        and price represent no more than a 20% change in the 
                        maximum aggregate offering price set forth in the 
                        "Calculation of Registration Fee" table in the 
                        effective registration statement.

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

                        Provided, however, That paragraphs (a)(1)(i) and 
                        (a)(1)(ii) of this section 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 
                        with or furnished to the Commission by the 
                        registrant pursuant to section 13 or section 15(d) 
                        of the Securities Exchange Act of 1934, that are 
                        incorporated by reference in the registration 
                        statement.

            (2)  That, for the purpose of determining any liability under
                 the Securities Act of 1933, 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 which
                 remain unsold at the termination of the offering.

            (4)  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 [Section Sign] 
                 210.3-19 of this chapter at the start of any delayed 
                 offering or throughout a continuous offering.  Financial 
                 statements and information otherwise required by Section 
                 10(a)(3) of the Act need not be furnished, provided that 
                 the registrant includes in the prospectus, by means of a 
                 post-effective amendment, financial statements required 
                 pursuant to this paragraph (a)(4) and other information 
                 necessary to ensure that all other information necessary to 
                 ensure that all other information in the prospectus is at 
                 least as current as the date of those financial statements.  
                 Notwithstanding the foregoing, with respect to registration 
                 statements on Form F-3 ([Section Sign] 239.33 of this 
                 chapter), a post-effective amendment need not be filed to 
                 include financial statements and information required by 
                 Section 10(a)(3) of the Act or [Section Sign] 210.3-19 of 
                 this chapter is such financial statements and information 
                 are contained in periodic reports filed with or furnished 
                 to the Commission by the registrant pursuant to section 13 
                 or section 15(d) of the Securities Exchange Act of 1934 
                 that are incorporated by reference in the Form F-3.

      B.  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 section 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.

                                 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 Bellevue, State of Ohio, on 
December 16, 1997.

                                       INDUSTRIAL BANCORP, INC.

                                       By:  David M. Windau, President

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

Signature                      Title                     Date
---------                      -----                     ----

                               Director                  December __, 1997
---------------------------
Graydon H. Hayward

Leon W. Maginnis               Director                  December 16, 1997
---------------------------
Leon W. Maginnis

                               Director                  December __, 1997
---------------------------
Bob Moore

Lawrence R. Rhoades            Chairman of the Board     December 16, 1997
---------------------------
Lawrence R. Rhoades

Frederic C. Spurck             Director                  December 16, 1997
---------------------------
Frederic C. Spurck

Roger O. Wilkinson             Director                  December 16, 1997
---------------------------
Roger O. Wilkinson

David M. Windau                Director, President       December 16, 1997
---------------------------    and Chief Financial
David M. Windau                Officer

Patrick S. Smith               Chief Accounting Officer  December 16, 1997
---------------------------
Patrick S. Smith

                                EXHIBIT INDEX

Exhibit No.
-----------

     4          Industrial Bancorp, Inc. 1996 Stock Option and Incentive 
                Plan.

     5          Opinion of Vorys, Sater, Seymour and Pease LLP as to 
                legality of shares being offered.

     23(a)      Consent of Independent Public Accountant.

     23(b)      Consent of Vorys, Sater, Seymour and Pease (included in 
                Exhibit 5).