As filed with the Securities and Exchange Commission on November 20, 1997
	Registration No. 33-        
                                                                               
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C.  20549

	FORM S-8

	REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

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

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

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

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

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

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

	CALCULATION OF REGISTRATION FEE

Title of securities to be registered - Common Stock, no par value

Amount to be registered (1)(2) - 1,000,000

Proposed maximum offering price per share (3) - $2.64

Proposed maximum aggregate offering price (3) - $2,640,000

Amount of registration fee - $528.00

Common Stock, no par value

(1)  Represents the aggregate number of shares of Common Stock to be issued 
upon the exercise of stock options granted under The Banc Stock Group, Inc. 
1993 Non-Qualified and Incentive Stock Option Plan.

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

(3)  Estimated in accordance with Rule 457(h) under the Securities Act of 
1933, as amended, solely for the purpose of calculating the registration fee, 
on the basis of the average price at which existing options may be exercised 
on November 20, 1997.

	PART I

	INFORMATION REQUIRED IN THE PROSPECTUS

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

	PART II

	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference

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

(1)	The Company's Annual Report on Form 10-KSB for the year ended February 28, 
1997.

(2)	The Company's Quarterly Report on Form 10-QSB for the quarter ended 
August 31, 1997.

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

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

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

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

The Company hereby undertakes to provide without charge to each person who 
has received a copy of the prospectus to which this Registration Statement 
relates, upon the written or oral request of any such person, a copy of the 
Company's Annual Report to Stockholders for its last fiscal year and a copy 
of any or all the documents that have been or may be incorporated by 
reference into this Registration Statement, other than exhibits to such 
documents (unless such exhibits are incorporated by reference).  The Company 
hereby further undertakes to deliver or cause to be delivered to all 
participants who have an interest in the Plan (and any other participants who 
request such information orally or in writing) who do not otherwise receive 
such material, copies of all reports, proxy statements and other communications
distributed by the Company to its stockholders generally, no later than the 
time such materials are first sent to its stockholders.  Requests for such 
information should be addressed to The Banc Stock Group, Inc., Suite 437, 1105
Schrock Road, Columbus, Ohio 43229; telephone (614) 848-5100.
 
Item 4.	Description of Securities

The authorized capital shares of the Company consists of 149,400,000 shares 
of Class A Common Stock, no par value, 480,000 shares of Class C Common Stock, 
no par value and 50,000,000 shares of Serial Preference Stock.  As of August 
31, 1997, 7,931,717 shares of Class A Common Stock, 480,000 Shares of Class C 
Common Stock and zero shares of Serial Preference Stock were issued.  As of 
August 31, 1997, there were 1,123 holders of the Class A Common Stock, and 35 
holders of the Class C Common Stock.  To date, the Company has not paid 
dividends on any of its shares and presently has no intention to do so.  
Holders of any class of capital stock of the Corporation, as such, have no
conversion, redemption or sinking fund provisions applicable to any shares
of capital stock.

Common Stock

Subject to the prior rights of holders of shares of Serial Preference Stock, 
holders of Common Stock are entitled to such dividends as may be declared by 
the Board of Directors out of the funds legally available therefore.  In the 
event of liquidation, after satisfaction of the prior rights in liquidation 
of the Preference Stock, each share of Class A Common Stock shall be entitled 
to share ratably in the distribution of the remaining assets up to $1.50 per 
share and thereafter each share of Class A and Class C Common Stock is 
entitled to ratably share in the distribution of the remaining assets.  Shares 
of Class C Common Stock automatically convert a Class A Common Stock at the 
rate of 10% of the original amount issued on each December 1st, commencing 
December 1, 1991.  As Class C Common Stock is converted into Class A Common 
Stock, the Class C Shares are retired and a reduction is made in the 
authorized number of shares of such classes (a corresponding increase is made 
in the authorized number of shares of Class A Common Stock).  In all other 
respects the Class A Common Stock and Class C Common Stock will have equal 
rights.  All issued and outstanding shares of Common Stock are fully paid and 
non-assessable.

Serial Preference Stock

The Board of Directors has authority to divide the Serial Preference Stock 
into series and to fix the dividend rates, redemption rights and prices, 
liquidation rights and conversion rights thereof.  Holders of Serial 
Preference Stock have no preemptive rights except to the extent that rights 
of conversion or exchange have been expressly granted by the Board of 
Directors.

Voting Rights

Holders of each share of Common and Serial Preference Stock are entitled to 
one vote per share upon all matters presented to shareholders.  Shareholders 
may cumulate their votes in the election of directors if notice stating that 
cumulative voting is desired has been given to the Company in accordance with 
Florida law.  The holders of record of shares entitled to exercise a majority 
of the voting power of the Company constitute a quorum at any meeting for the 
election of directors.

Item 5.	Interests of Named Experts and Counsel

Not applicable.

Item 6.	Indemnification of Directors and Officers

Section 607.0850 of the General Corporation Law of the State of Florida 
permits indemnification of directors, officers and employees of a corporation 
under certain conditions and subject to certain limitations.  Article VII of 
the Amended and Restated Articles of Incorporation of the Company contains 
provisions for the indemnification of the directors, officers and employees 
within the limitations provided by Section 607.0850.

Item 7.	Exemption from Registration Claimed

Not Applicable

Item 8.	Exhibits

The Exhibits to this Registration Statement are listed in the Exhibit Index 
on page II-6 of this Registration Statement, which Exhibit Index is 
incorporated herein by reference.

Item 9.	Undertakings

(1)	The Company hereby undertakes:

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

(i)	To include any prospectus required by Section 10(a)(3) of the Securities 
Act of 1933;

(ii)	To reflect in the prospectus any facts or events arising after the 
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
Registration Statement;

(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 periodic reports filed by the Company 
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 
1934 that are incorporated by reference in the Registration Statement.

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

(c)	To remove from registration by means of a post-effective amendment any of 
the securities being registered which remain unsold at the termination of the 
offering.

(2)	The Company hereby undertakes that, for purposes of determining any 
liability under the Securities Act of 1933, each filing of the Company'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.

(3)	Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons 
of the Company pursuant to the foregoing provisions, or otherwise, the 
Company has been advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as expressed in the 
Act and is, therefor, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than payment by the Company 
of expenses incurred or paid by a director, officer or controlling person of 
the Company 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 Company will, unless in the opinion of 
its counsel the matter has been settled by controlling precedent, submit to a 
court of appropriate jurisdiction the question whether such indemnification 
by it is against public policy as expressed in the Act and will be governed 
by the final adjudication of such issue.

	SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Columbus, State of Ohio, on the 19th day of 
November, 1997.

THE BANC STOCK GROUP, INC.


By: /S/ Michael E. Guirlinger, President
    Michael E. Guirlinger, President

	POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints Michael E. Guirlinger and Jeffrey C. Barton 
his true and lawful attorneys-in-fact and agents, each acting alone, with 
full powers of substitution and resubstitution, for him and in his name, 
place and stead, in any and all capacities, to sign any and all amendments to 
this Registration Statement, including post-effective amendments, and to file 
the same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, full power and authority to do and perform each 
and every act and thing requisite and necessary to be done in and about the 
premises, as fully to all intents and purposes as he might or could do in 
person, and hereby ratifies and confirms all his said attorneys-in-fact and 
agents, each acting alone, or his substitute or substitutes, may lawfully do 
or cause to be done by virtue thereof.

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

SIGNATURE					             TITLE					                 DATE

/S/ Michael E. Guirlinger		President, Treasurer,				  November 20, 1997         
Michael E. Guirlinger			   CEO and Director

/S/ Sandra L. Quinn      		Secretary and Director     November 20, 1997         
Sandra L. Quinn

/S/ Jeffrey C. Barton    		Chief Financial Office				 November 20, 1997         
Jeffrey C. Barton

/S/ Larry A. Beres       		Director				               November 20, 1997     
Larry A. Beres

/S/ Robert K. Butner     		Director				               November 20, 1997     
Robert K. Butner

/S/ James G. Mathias     		Director				               November 20, 1997     
James G. Mathias

/S/ J. David Smith       		Director					              November 20, 1997      
J. David Smith

/S/ Harvey Thatcher      		Director			                November 20, 1997    
Harvey Thatcher

/S/ L. Jean Thiergartner 		Director				               November 20, 1997     
L. Jean Thiergartner

	THE PLAN

Pursuant to the requirements of the Securities Act of 1933, the Plan has duly 
caused this Registration Statements to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Columbus, State of 
Ohio, on the 20th day of November, 1997.

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

By:/S/ Michael E. Guirlinger, President

	EXHIBIT INDEX

Exhibit No.			Description						                               Page No.

    4.				    The Banc Stock Group, Inc. 1993
              Non-Qualified and Incentive Stock Option Plan

    5.				    Opinion of Carlile Patchen & Murphy

   24.1				   Consent of Price Waterhouse LLP			              (See Part II)

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

   25.				    Power of Attorney					              (Included on signature page)



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

1. 	Purpose of the Plan.  This 1993 Non-Qualified and Incentive Stock Option 
Plan of The Banc Stock Group, Inc. adopted as of November 5, 1993, is intended 
to encourage officers and key employees of the Company to acquire or increase 
their ownership of common stock of the Company on reasonable terms.  The 
opportunity so provided is intended to foster in participants a strong 
incentive to put forth maximum effort for the continued success and growth of 
the Company and its Subsidiaries, to aid in retaining individuals who put 
forth such efforts, and to assist in attracting the best available individuals 
to the Company and its Subsidiaries in the future.  

2.  Definitions.  When used herein, the following terms shall have the meanings 
set forth below:  

2.1  	"Affiliate" means, with respect to any specified person or entity, a 
person or entity that directly or indirectly, through one or more 
intermediaries, controls, or is controlled by, or is under common control 
with, the person or entity specified.  

2.2  "Award Agreement" means a written agreement in such form as may be, from 
time to time, hereafter approved by the Committee, which shall be duly 
executed by the Company and which shall set forth the terms and conditions of 
an Option under the Plan.

2.3  "Board" means the Board of Directors of The Banc Stock Group, Inc. (or 
its successors).

2.4  "Code" unless otherwise provided means the Internal Revenue Code of 1986, 
as in effect at the time of reference, or any successor revenue code which 
may hereafter be adopted in lieu thereof, and reference to any specific 
provisions of the Code shall refer to the corresponding provisions of the 
Code as it may hereafter be amended or replaced.  

2.5  "Committee" means the Stock Option Committee of the Board or any other 
committee appointed by the Board whose members meet the requirements for 
eligibility to serve set forth in Section 4 which is invested by the Board 
with responsibility for the administration of the Plan.  

2.6 	"Company" means The Banc Stock Group, Inc. (or its successor).  

2.7 	"Employee" means an officer (including an officer who is a member of the 
Board) or other key employee of the Company or any of its Subsidiaries.  

2.8 	"Fair Market Value" means, with respect to the Company's Shares, the fair 
market value determined by the Committee in its discretion, except as 
hereinafter set forth.  In the event that Shares are then being traded on a 
national securities exchange, the Fair Market Value shall be deemed to be the 
mean between the high and low prices of the Shares on such securities 
exchange on the day on which the Option shall be granted, and if the Shares 
are then being traded on such an exchange, but there are no sales on such day,
such Fair Market Value shall be deemed to be the mean between the bid and 
asked prices for the Shares on such date, and if the Shares are not then 
traded on such an exchange, but are then traded on the over-the-counter 
market, then such Fair Market Value shall be deemed to be the mean between 
the high and low bid and asked prices for the Shares on the over-the-counter 
market on the day on which the Option shall be granted (or the next preceding 
day on which sales occurred if there were no sales on the date of grant).

2.9 	"Incentive Stock Option" means an Option meeting the requirements and 
containing the limitations and restrictions set forth in Section 422A of the 
Code; "Incentive Stock Option" means any option meeting the requirements and 
containing the limitations set forth in Section 422A of the Code.  

2.10  "Non-Qualified Stock Option" means an Option other than an Incentive 
Stock Option.

2.11  "Option" means the right to purchase, at a price and for a term fixed by 
the Committee in accordance with the Plan, and subject to such other 
limitations and restrictions as the Plan and the Committee impose, the number 
of Shares specified by the Committee.  

2.12  "Parent" means any corporation, other than the Company, in an unbroken 
chain of corporations ending with the Company if, at the time of the granting 
of the Option, each of the corporations other than the Company owns stock 
possessing fifty percent (50%) or more of the total combined voting power of 
all classes of stock in one of the other corporations of the chain.  

2.13  "Plan" means the Company's 1993 Non-Qualified and Incentive Stock Option 
Plan.  

2.14  "Shares" means the Company's no par value Class A Common Shares or, if 
by reason of the adjustment provisions hereof any rights under any Option 
under the Plan pertain to any other security, such other security.  

2.15  "Subsidiary" means any corporation other than the Company in an unbroken 
chain of corporations beginning with the Company if each of the corporations 
other than the last corporation in the unbroken chain owns stock possessing 
fifty percent (50%) or more of the total combined voting power of all classes 
of stock in one of the other corporations in such chain.  

2.16  "Successor" means the legal representative of the estate of a deceased 
Employee or the person or persons who shall acquire the right to exercise an 
Option by bequest or inheritance or by reason of the death of an Employee.  

2.17  "Term" means the period during which a particular Option may be 
exercised.  

3. 	Stock Subject to the Plan.  There are reserved for use, upon the exercise 
of Options to be granted from time to time under the Plan, an aggregate of 
One Million (1,000,000) Shares, which Shares may be in whole or in part, as 
the Board shall from time to time determine, authorized but unissued Shares, 
or issued Shares which shall have been reacquired by the Company.  Any Shares 
subject to issuance upon exercise of Options but which are not issued because 
of a surrender, lapse, expiration or termination of any such Option prior to 
issuance of the Shares shall once again be available for issuance in 
satisfaction of Options.  

4.  	Administration of the Plan.  The Board may, in its discretion, appoint a 
Committee, which shall consist of not less than three (3) persons, not less 
than two (2) of whom shall be members of the Board.  In the event no 
Committee is appointed, the Board shall take all actions under the Plan and 
any reference in the Plan to the Committee shall be deemed to be a reference 
to the Board where appropriate.  Subject to the provisions of the Plan, the 
Committee shall have full authority, in its discretion, to determine the 
Employees to whom Options shall be granted, the number of Shares to be 
covered by each of the Options, and the provisions of any such Option; to 
amend or cancel Options; to accelerate the vesting of Options; to require the 
cancellation or surrender of any previously granted Options under this Plan 
or any other plans of the Company as a condition to the granting of an Option; 
to interpret the Plan; and to prescribe, amend, and rescind rules and 
regulations relating to it, and generally to interpret and determine any and 
all matters whatsoever relating to the administration of the Plan and the 
granting of Options hereunder.  The Board may, from time to time, appoint 
members to the Committee in substitution for or in addition to members 
previously appointed and may fill vacancies, however, caused, in the 
Committee.  The Committee shall select one of its members as its Chairman and
shall hold its meetings at such times and places as it shall deem advisable. 
A majority of its members shall constitute a quorum.  Any action of the 
Committee may be taken by a written instrument signed by all of the members, 
and any action so taken shall be fully as effective as if it has been taken 
by a vote of a majority of the members at a meeting duly called and held.  
The Committee shall make such rules and regulations for the conduct of its 
business as it shall deem advisable and shall appoint a Secretary who shall 
keep minutes of its meetings and records of all action taken in writing 
without a meeting.  No member of the Committee shall be liable, in the 
absence of bad faith, for any act or omission with respect to his service on 
the Committee.

5. 	Employees to Whom Options May Be Granted.  Options may be granted in each 
calendar year or portion thereof while the Plan is in effect to such of the 
Employees as the Committee, in its discretion, shall determine.  

In determining the Employees to whom Options shall be granted and the number 
of Shares to be subject to purchase under such Options, the Committee shall 
take into account the duties of the respective Employees, their present and 
potential contributions to the success of the Company, and such other factors 
as the Committee shall deem relevant in connection with accomplishing the 
purposes of the Plan.  

6. 	Stock Options.  

6.1  Types of Options.  Options granted under this Plan may be (i) Incentive 
Stock Options, (ii) Non-Qualified Stock Options, or (iii) a combination of 
the foregoing.  The Award Agreement shall designate whether an Option is an 
Incentive Stock Option or a Non-Qualified Stock Option.  

6.2 	Option Price.  The Option Price per share of any Option granted under the 
Plan shall not be less than the Fair Market Value of the Shares covered by 
the Option on the date the Option in granted.  

Notwithstanding anything herein to the contrary, in the event an Incentive 
Stock Option is granted to an Employee who, at the time such Incentive Stock 
Option in granted, owns, as defined in Section 425 of the Code, stock 
possessing more than ten percent (10%) of the total combined voting power of 
all classes of stock of:

(i)  	the Corporation; or

(ii)  if applicable, a Subsidiary; or

(iii)	if applicable, the Parent,

then the Option Price per share of any Incentive Stock Option granted to such 
Employee shall not be less than one hundred ten percent (110%) of the Fair 
Market Value of the Shares covered by the Option on the date the Option is 
granted.  

6.3 	Term of Options.  Options granted hereunder shall be exercisable for a 
Term of not more than ten (10) years from the date of grant hereof, but shall 
be subject to earlier termination as hereinafter provided.  Each Award 
Agreement issued hereunder shall specify the Term of the Option, which Term 
shall be determined by the Committee in accordance with its discretionary 
authority hereunder.  

Notwithstanding anything herein to the contrary, in the event any Incentive 
Stock Option in granted to any Employee who, at the time such Incentive Stock 
Option is granted, owns, as defined in Section 425 of the Code, stock 
possessing more than ten percent (10%) of the total combined voting power of 
all classes of stock of:

(i)  	the Corporation; or

(ii) 	if applicable, a Subsidiary; or

(iii) if applicable, the Parent,

then such Incentive Stock Option shall not be exercisable more than five (5) 
years from the date of grant thereof, but shall be subject to earlier 
termination as hereinafter provided.  

7. 	Limit on Fair Market Value.  In any calendar year, no Employee may be 
granted an Incentive Stock Option hereunder to the extent that the aggregate 
Fair Market Value (determined at the time the Option is granted) of the stock 
with respect to which incentive stock options are exercisable for the first 
time by such Employee during any calendar year (under all such plans of the 
Employee's employer corporation, and, if any, its Parent and Subsidiary 
Corporations) exceeds the sum of One Hundred Thousand Dollars ($100,000).  
For purposes of the preceding sentence, Options shall be taken into account 
in the order in which they were granted.  Any Option granted under the Plan 
which is intended to be an Incentive Stock Option, but which exceeds the 
limitations set forth in this Section 7, shall be a Non-Qualified Stock Option.

8. 	Date of Grant.  The date of grant of an Option granted hereunder shall be 
the date on which the Committee acts in granting the Option.
  
9. 	Exercise of Rights Under Options.  An Employee entitled to exercise an 
Option may do so by delivery of a written notice to that effect specifying 
the number of Shares with respect to which the Option is being exercised and 
any other information the Committee may prescribe.  The notice shall be 
accompanied by payment in full of the purchase price of any Shares to be 
purchased, which payment may be made (i) in cash or, (ii) with the Committee's 
approval, in common stock of the Company valued at Fair Market Value at the 
time of exercise, (iii) or, with the Committee's approval and to the extent 
permitted by applicable state law, by a promissory note bearing interest at 
no less than the minimum rate necessary to avoid imputed interest under the 
Code, or (iv) a combination thereof.  No Shares shall be issued upon exercise 
of an Option until full payment has been made therefor.  All notices or 
requests provided for herein shall be delivered to the President of the 
Company.

10. 	Option Provisions and Conditions.  Each Award Agreement shall contain 
such other provisions and conditions not inconsistent herewith as shall be 
approved by the Board or by the Committee.  

11. 	Rights of Option Holder.  The holder of an Option shall not have any of 
the rights of a stockholder with respect to the Shares subject to purchase 
under his Option, except to the extent that one or more certificates for such 
Shares shall be delivered to him upon the due exercise of the Option.  

12. 	Non-transferability of Options.  An Option shall not be transferable, 
other than by will or the laws of descent and distribution, and an Option may 
be exercised, during the lifetime of the holder of the Option, only by him.  

13. 	Adjustments Upon Changes in Capitalization.  In the event of changes in 
all of the outstanding Shares by reason of stock dividends, stock splits, 
recapitalizations, mergers, consolidations, combinations, or exchanges of 
shares, separations, reorganizations or liquidations, the number and class of 
Shares available under the Plan in the aggregate, the number and class of 
Shares subject to Options theretofore granted, applicable purchase prices and 
all other applicable provisions, shall, subject to the provisions of the Plan,
be equitably adjusted by the Committee.  The foregoing adjustment and the 
manner of application of the foregoing provisions shall be determined by the 
Committee in its sole discretion.  Any such adjustment may provide for the 
elimination of any fractional Share which might otherwise become subject to 
an Option.  

14. 	Unusual Corporate Events.  Notwithstanding anything to the contrary, in 
the case of an unusual corporate event such as liquidation, merger, 
reorganization (other than a reorganization as defined by Section 368(a)(1)(F) 
of the Code), or other business combination, acquisition or change in the 
control of the Company through a tender offer or otherwise, the Board may, in 
its sole discretion, determine, on a case by case basis, that each Option 
granted under the Plan shall terminate ninety (90) days after the occurrence 
of such unusual corporate event, but, in the event of any such termination 
the Option holder shall have the right, commencing at least five (5) days 
prior to such unusual corporate event and subject to any other limitation on 
the exercise of such Option in effect on the date of exercise to immediately 
exercise any Options in full, without regard to any vesting limitations, to 
the extent they shall not have been exercised.  

15. 	Form of Options.  An Option shall be granted hereunder only by action by 
the Board or the Committee in granting an Option.  Whenever the Committee 
shall designate an Employee for the receipt of an Option, the Secretary or 
the President of the Company, or such other person as the Committee shall 
appoint, shall forthwith send notice thereof to the Employee, in such form as 
the Committee shall approve, stating the number of Shares subject to the 
Option, its Term, and the other terms and conditions thereof.  The notice 
shall be accompanied by a written Award Agreement in such form as may from 
time to time hereafter be approved by the Committee, which shall have been 
duly executed by or on behalf of the Company.  If the surrender of previously 
issued Options is made a condition of the grant, the notice shall set forth 
the pertinent details of such conditions and the written Award Agreement 
executed by or on behalf of the Company shall be delivered to the Employee on 
the day such surrender is made, but it shall be dated, as are all Award 
Agreements, as of the date on which the Committee designated the Employee to 
receive an Option hereunder.  Execution by the Employee to whom such Option 
is granted of said Award Agreement in accordance with the provions set forth 
in this Plan shall be a condition precedent to the exercise of any Option.

16. 	Taxes.  The Company shall have the right to deduct from any amounts due 
to the Employee pursuant to the exercise of an Option any taxes required by 
law to be withheld.  Furthermore, the Company may elect to deduct such taxes 
from any other amounts payable then or any time thereafter in cash to the 
Employee.  The Company shall also have the right to require a person entitled 
to receive Shares pursuant to the exercise of an Option under the Plan to pay 
the Company the amount of any taxes which the Company is or will be required 
to withhold with respect to such Shares before the certificate for such 
Shares is delivered pursuant to the Option.  If the Employee disposes of 
Shares acquired pursuant to an Incentive Stock Option in any transaction 
considered to be a disqualifying transaction under Section 421 and 422A of 
the Code, the Company shall have the right to deduct any taxed required by 
law to be withheld on account of such disqualifying disposition from any for 
any reason otherwise payable to the Employee in cash by the Company.

17. 	Termination of Plan.  The Plan shall terminate on November 1, 2003, and 
an Option shall not be granted under the Plan after that date.  Any Options 
outstanding at the time of termination of the Plan shall continue in full 
force and effect according to the terms and conditions of the Award Agreements
pursuant to which the Options were granted and this Plan.  

18. 	Amendment of the Plan.  The Plan may be amended at any time and from 
time to time by the Board, but no amendment without the approval of the 
stockholder of the Company shall:

(a)	increase the maximum number of Shares as to which Options may be granted 
under the Plan;

(b)	expand or change the class of persons eligible to receive Options;

(c)	permit the purchase price of Shares subject to an Incentive Stock Option 
granted under the Plan to be less than the Fair Market Value of such Shares 
at the time the Incentive Stock Option is granted;

(d)	extend the term of the Plan; or

(e)	materially increase the benefits to the Employees under the Plan.  

No amendment of the Plan or any Option granted under the Plan shall alter or 
impair any of the rights or obligations of any person, without his consent, 
under any Option theretofore granted under the Plan.  

19. 	Delivery of Shares on Exercise.  Delivery of certificates for Shares 
pursuant to an Option exercise shall be postponed by the Company for such 
period as may be required for it to comply with any applicable requirements 
of any federal, state or local law or regulation or any administrative or 
quasi-administrative requirement applicable to the sale, issuance, 
distribution or delivery of such Shares.  

20. 	Fees and Costs.  The Company shall pay all original issue taxes, if any, 
on the exercise of any Option granted under the Plan and all other fees and 
expenses necessarily incurred by the Company in connection therewith.  

21. 	Additional Information.  The Company hereby undertakes to provide 
without charge to each participant in the Plan, upon written or oral request 
of any person, a copy of the Company's Annual Report to Stockholders for its 
last fiscal year and a copy of any or all of the documents that have been or 
may be incorporated by reference in the Company's Registration Statement on 
S-8 as it relates to the Plan.  The Company further undertakes to deliver or 
cause to be delivered to all participants in the Plan who do not otherwise have
such material, copies of all reports, proxy statements and other communications 
distributed by the Company to its stockholders generally, no later than the 
time such materials are first sent to its stockholders.  Requests for such 
information should be addressed to The Banc Stock Group, Inc., Suite 437, 
1105 Schrock Road, Columbus, Ohio 43229; telephone (614) 848-5100.

22. 	Description of Capital Stock.  Options are exercisable for shares of the 
Company's Class A Common Stock.  The authorized capital shares of the Company 
consists of 149,400,000 shares of Class A Common Stock, no par value, 480,000 
shares of Class C Common Stock, no par value and 50,000,000 shares of Serial 
Preference Stock.  As of August 31, 1997, 7,931,717 shares of Class A Common 
Stock, 480,000 Shares of Class C Common Stock and zero shares of Serial 
Preference Stock were issued.  As of August 31, 1997 there were 1,123 holders 
of the Class A Common Stock, and 35 holders of the Class C Common Stock.  To 
date, the Company has not paid dividends on any of its shares and presently 
has no intention to do so.  Holders of any class of capital stock of the 
Corporation, as such, have no conversion, redemption or sinking fund 
provisions applicable to any shares of capital stock.

Common Stock

Subject to the prior rights of holders of shares of Serial Preference Stock, 
holders of Common Stock are entitled to such dividends as may be declared by 
the Board of Directors out of the funds legally available therefore.  In the 
event of liquidation, after satisfaction of the prior rights in liquidation 
of the Preference Stock, each share of Class A Common Stock shall be entitled 
to share ratably in the distribution of the remaining assets up to $1.50 per 
share and thereafter each share of Class A and Class C Common Stock is 
entitled to ratably share in the distribution of the remaining assets.  Shares 
of Class C Common Stock automatically convert a Class A Common Stock at the 
rate of 10% of the original amount issued on each December 1st, commencing 
December 1, 1991.  As Class C Common Stock is converted into Class A Common 
Stock, the Class C Shares are retired and a reduction is made in the 
authorized number of shares of such classes (a corresponding increase is made 
in the authorized number of shares of Class A Common Stock).  In all other  
respects the Class A Common Stock and Class C Common Stock will have equal 
rights.  All issued and outstanding shares of Common Stock are fully paid and 
non-assessable.

The Company's Bylaws currently provide that a Special Meeting of the 
Shareholders of the Company may be called at any time by the holders of 
twenty-five percent (25%) of all of the shares outstanding and entitled to 
vote at such meeting.  

Serial Preference Stock

The Board of Directors has authority to divide the Serial Preference Stock 
into series and to fix the dividend rates, redemption rights and prices, 
liquidation rights and conversion rights thereof.  Holders of Serial 
Preference Stock have no preemptive rights except to the extent that rights 
of conversion or exchange have been expressly granted by the Board of Directors.

Voting Rights

Holders of each share of Common and Serial Preference Stock are entitled to 
one vote per share upon all matters presented to shareholders.  Shareholders 
may cumulate their votes in the election of directors if notice stating that 
cumulative voting is desired has been given to the Company in accordance with 
Florida law.  The holders of record of shares entitled to exercise a majority 
of the voting power of the Company constitute a quorum at any meeting for the 
election of directors.

23. 	Option Information.  Participants in the Plan will be provided with an 
annual statement indicating the number of Options which have been issued to 
them, the Options currently exercisable and the exercise prices.  Such 
information may also be obtained by the Plan participants more frequently 
upon written notice to the Company.

24. 	Compliance with Laws and Regulations.  The Plan, the grant and exercise 
of Options thereunder, and the obligations of the Company to sell and deliver 
shares of Common Stock under the Plan, is subject to all applicable federal 
and state laws, rules and regulations and to such approvals by any government 
or regulatory agency as may be required.  If at any time the Company shall 
determine, at its discretion, that the listing, registration or qualification 
of the shares covered by the Plan upon any national securities exchange or
under any federal or state law, or the consent or approval of any governmental 
regulatory body, is necessary or desirable as a condition of, or in 
connection with, sale or purchase of shares under the Plan, no shares will be 
delivered unless or until such listing, registration, qualification, consent 
or approval shall have been effected or obtained, or otherwise provided for, 
free of any conditions not acceptable to the Company.

25. 	Tax Implications Regarding the Issuance and Exercise of Non-Qualified 
Stock Options.  Non-qualified Stock Options granted under the Plan do not 
result in any taxable income to the optionee at the time of the grant or a 
tax deduction to the Company at that time.  Except as stated below with 
respect to officers and directors, upon exercise of a Non-qualified Option, 
the excess of the fair market value of the shares acquired over their cost to 
the optionee: (a) is taxable to the optionee as ordinary income and (b) is
deductible by the Company, subject to general rules relating to the
reasonableness of compensation; and the optionee's tax basis for the shares 
is the fair market value thereof at the time of exercise.

Ordinary income recognized on the exercise of Non-qualified Options is 
subject to federal (in certain instances state or local) withholding tax, and 
upon exercise an optionee will have to make a lump sum payment to the Company 
equal to at least 20% of such income, unless the Company determines to 
withhold shares of stock sufficient to satisfy the withholding tax.  Gain or 
loss recognized upon disposition of shares acquired pursuant to the exercise 
of a Non-qualified Option will generally be reported as short or long-term 
capital gain or loss (if the Common Stock is a capital asset in the hands of 
the optionee) depending on the length of time the shares were held by the 
optionee as of the date of disposition.

Shares received by an officer or director upon exercise of a Non-qualified 
Stock Option are subject to the application of Section 16(b) of the 
Securities Act of 1934 (the short swing profit recapture rules), will be 
treated as subject to substantial risk of forfeiture and not fully 
transferable for purposes of Section 83 of the Code, so long as the sale of 
shares at a profit could subject the officer of director to suit under 
Section 16(b) (the "Section 16(b) Period").  Therefore, unless such an 
optionee elects otherwise in accordance with Section 83(b) of the Code, as 
discussed below, he will not realize any income upon receipt of the shares, 
but will, if he continues to hold the shares until the Section 16(b) Period 
expires, realize income at that time.  At that time (a) the amount of income 
then realized will equal the excess of the fair value of the shares on that 
date over their cost to the Optionee, (b) withholding tax requirements will 
apply to the amount of income then recognized and (c) the optionee's holding 
period for long-term capital gain or loss treatment will begin to run.  Any 
dividends received in the interim will be considered as ordinary compensation 
income for federal income tax purposes.

If the optionee makes the election under Section 83(b) of the Code (which 
must be made not later than 30 days after exercise), the optionee will 
include currently in income the difference between the fair market value of 
the shares received upon exercise and the Option Price, notwithstanding the 
fact that the optionee is subject to potential Section 16(b) liability.  Fair 
market value is determined without regard to such potential Section 16(b) 
liability.  If such an election is made and no additional tax or income will 
be recognized by such optionee at the time the potential Section 16(b) 
liability lapses, the Company will generally be entitled to tax deductions at 
the time and in the amount the income is recognized by such optionee.  If 
the shares in respect of which such election is made are later sold and such 
sale results in the imposition of Section 16(b) liability, no tax deduction 
will be allowable to the optionee and the Company will be deemed to realize 
income equal to the amount of the deduction allowed to the Company at the 
time of the election in respect to such shares.

26. 	Tax Implication Regarding the Issuance and Exercise of Incentive Stock 
Option.  A participant in the Plan will recognize no taxable income upon the 
grant or exercise of an Incentive Stock Option.  In general, if Common Stock 
acquired upon the exercise of an Option is subsequently sold, the realized 
gain or loss, if any, will be measured by the difference between the exercise 
price of the Option and the amount realized on the sale.  Any such gain or 
loss on the sale will generally be treated as long-term capital gain or loss 
(if the Common Stock is a capital asset in the hands of the optionee) if the 
holding period requirements have been satisfied.  The holding period 
requirements will be satisfied if the shares are neither sold within two years 
of the grant or the Option pursuant to which the shares were transferred nor 
within the one year period beginning on the date of the transfer of the shares 
pursuant to the exercise of the Option.

If Common Stock acquired upon the exercise of an Option is subsequently sold 
and the holding period requirements noted above are not satisfied, the 
employee will receive as ordinary income for the year in which the 
disposition occurs an amount equal to the excess of the fair market value of 
the Common Stock on the date the Option was exercised (or, if lower, the 
amount realized on the sale) over the exercise price of the Option.  Any 
additional gain recognized on the sale will be capital gain (if the Common
Stock is a capital asset in the hands of the optionee) and will be long-term 
or short-term depending on whether the sale occurs more than one year after 
the date of exercise.  The amount recognized by the employee as ordinary 
income will be treated as compensation, and the Company may be required to 
withhold additional taxes from the wages for employee with respect to such 
amount.  In general, the Company can deduct as a business expense only the 
amount equal to the ordinary income, if any, recognized by an employee upon 
the sale of his Common Stock purchased pursuant to an Option.

Although an employee will recognize no taxable income upon the exercise of an 
Option, the excess of the fair market value of the Common Stock at the time 
of the exercise over the exercise price will constitute an item of tax 
preference for the purpose of the alternative minimum tax.

27. 	Other Provisions.  As used in the Plan, and in Award Agreements and 
other documents prepared in implementation of the Plan, references to the 
masculine pronoun shall be deemed to refer to the feminine or neuter, and 
references in the singular or the plural shall refer to the plural or the 
singular, as the identity of the person or persons or entity or entities 
being referred to may require.  The captions used in the Plan and in such 
Award Agreements and other documents prepared in implementation of the Plan 
are for convenience only and shall not affect the meaning of any provision 
hereof or thereof.

Opinion and Consent of Carlile Patchen & Murphy LLP

November 19, 1997

The Banc Stock Group, Inc.
1105 Schrock Road
Columbus, Ohio  43229

Re: Registration Statement on Form S-8 Filed by 
The Banc Stock Group, Inc. with
The Securities and Exchange Commission

Ladies and Gentlemen:

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

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

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

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

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

Very truly yours,

CARLILE PATCHEN & MURPHY LLP

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration 
Statement on Form S-8 of our report dated April 9. 1997 appearing on page 16 
of The Banc Stock Group, Inc. (Formerly the Heartland Group of Companies, 
Inc.) Annual Report on Form 10-K for the year ended February 28, 1997.

PRICE WATERHOUSE LLP
Chicago, Illinois
November 19, 1997
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 51288}]
{"company-data": {"conformed-name": "BANC STOCK GROUP INC", "cik": "0000909108", "assigned-sic": "6211", "irs-number": "650190407", "state-of-incorporation": "FL", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41323", "film-number": "97731024"}, "business-address": {"street1": "1105 SCHROCK RD", "street2": "STE 437", "city": "COLUMBUS", "state": "OH", "zip": "43229-1863", "phone": "6148485100"}, "mail-address": {"street1": "1105 SCHROCK RD", "street2": "STE 437", "city": "COLUMBUS", "state": "OH", "zip": "43229-1863"}, "former-company": [{"former-conformed-name": "HEARTLAND GROUP OF COMPANIES INC", "date-changed": "19940301"}, {"former-conformed-name": "HEARTLAND FINANCIAL GROUP INC", "date-changed": "19930714"}]}
As filed with the Securities and Exchange Commission on November 20, 1997
	Registration No. 33-        
                                                                               
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C.  20549

	FORM S-8

	REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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

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

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

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

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

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

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

	CALCULATION OF REGISTRATION FEE

Title of securities to be registered - Common Stock, no par value

Amount to be registered (1)(2) - 1,000,000

Proposed maximum offering price per share (3) - $2.64

Proposed maximum aggregate offering price (3) - $2,640,000

Amount of registration fee - $528.00

Common Stock, no par value

(1)  Represents the aggregate number of shares of Common Stock to be issued 
upon the exercise of stock options granted under The Banc Stock Group, Inc. 
1993 Non-Qualified and Incentive Stock Option Plan.

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

(3)  Estimated in accordance with Rule 457(h) under the Securities Act of 
1933, as amended, solely for the purpose of calculating the registration fee, 
on the basis of the average price at which existing options may be exercised 
on November 20, 1997.

	PART I

	INFORMATION REQUIRED IN THE PROSPECTUS

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

	PART II

	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference

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

(1)	The Company's Annual Report on Form 10-KSB for the year ended February 28, 
1997.

(2)	The Company's Quarterly Report on Form 10-QSB for the quarter ended 
August 31, 1997.

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

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

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

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

The Company hereby undertakes to provide without charge to each person who 
has received a copy of the prospectus to which this Registration Statement 
relates, upon the written or oral request of any such person, a copy of the 
Company's Annual Report to Stockholders for its last fiscal year and a copy 
of any or all the documents that have been or may be incorporated by 
reference into this Registration Statement, other than exhibits to such 
documents (unless such exhibits are incorporated by reference).  The Company 
hereby further undertakes to deliver or cause to be delivered to all 
participants who have an interest in the Plan (and any other participants who 
request such information orally or in writing) who do not otherwise receive 
such material, copies of all reports, proxy statements and other communications
distributed by the Company to its stockholders generally, no later than the 
time such materials are first sent to its stockholders.  Requests for such 
information should be addressed to The Banc Stock Group, Inc., Suite 437, 1105
Schrock Road, Columbus, Ohio 43229; telephone (614) 848-5100.
 
Item 4.	Description of Securities

The authorized capital shares of the Company consists of 149,400,000 shares 
of Class A Common Stock, no par value, 480,000 shares of Class C Common Stock, 
no par value and 50,000,000 shares of Serial Preference Stock.  As of August 
31, 1997, 7,931,717 shares of Class A Common Stock, 480,000 Shares of Class C 
Common Stock and zero shares of Serial Preference Stock were issued.  As of 
August 31, 1997, there were 1,123 holders of the Class A Common Stock, and 35 
holders of the Class C Common Stock.  To date, the Company has not paid 
dividends on any of its shares and presently has no intention to do so.  
Holders of any class of capital stock of the Corporation, as such, have no
conversion, redemption or sinking fund provisions applicable to any shares
of capital stock.

Common Stock

Subject to the prior rights of holders of shares of Serial Preference Stock, 
holders of Common Stock are entitled to such dividends as may be declared by 
the Board of Directors out of the funds legally available therefore.  In the 
event of liquidation, after satisfaction of the prior rights in liquidation 
of the Preference Stock, each share of Class A Common Stock shall be entitled 
to share ratably in the distribution of the remaining assets up to $1.50 per 
share and thereafter each share of Class A and Class C Common Stock is 
entitled to ratably share in the distribution of the remaining assets.  Shares 
of Class C Common Stock automatically convert a Class A Common Stock at the 
rate of 10% of the original amount issued on each December 1st, commencing 
December 1, 1991.  As Class C Common Stock is converted into Class A Common 
Stock, the Class C Shares are retired and a reduction is made in the 
authorized number of shares of such classes (a corresponding increase is made 
in the authorized number of shares of Class A Common Stock).  In all other 
respects the Class A Common Stock and Class C Common Stock will have equal 
rights.  All issued and outstanding shares of Common Stock are fully paid and 
non-assessable.

Serial Preference Stock

The Board of Directors has authority to divide the Serial Preference Stock 
into series and to fix the dividend rates, redemption rights and prices, 
liquidation rights and conversion rights thereof.  Holders of Serial 
Preference Stock have no preemptive rights except to the extent that rights 
of conversion or exchange have been expressly granted by the Board of 
Directors.

Voting Rights

Holders of each share of Common and Serial Preference Stock are entitled to 
one vote per share upon all matters presented to shareholders.  Shareholders 
may cumulate their votes in the election of directors if notice stating that 
cumulative voting is desired has been given to the Company in accordance with 
Florida law.  The holders of record of shares entitled to exercise a majority 
of the voting power of the Company constitute a quorum at any meeting for the 
election of directors.

Item 5.	Interests of Named Experts and Counsel

Not applicable.

Item 6.	Indemnification of Directors and Officers

Section 607.0850 of the General Corporation Law of the State of Florida 
permits indemnification of directors, officers and employees of a corporation 
under certain conditions and subject to certain limitations.  Article VII of 
the Amended and Restated Articles of Incorporation of the Company contains 
provisions for the indemnification of the directors, officers and employees 
within the limitations provided by Section 607.0850.

Item 7.	Exemption from Registration Claimed

Not Applicable

Item 8.	Exhibits

The Exhibits to this Registration Statement are listed in the Exhibit Index 
on page II-6 of this Registration Statement, which Exhibit Index is 
incorporated herein by reference.

Item 9.	Undertakings

(1)	The Company hereby undertakes:

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

(i)	To include any prospectus required by Section 10(a)(3) of the Securities 
Act of 1933;

(ii)	To reflect in the prospectus any facts or events arising after the 
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
Registration Statement;

(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 periodic reports filed by the Company 
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 
1934 that are incorporated by reference in the Registration Statement.

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

(c)	To remove from registration by means of a post-effective amendment any of 
the securities being registered which remain unsold at the termination of the 
offering.

(2)	The Company hereby undertakes that, for purposes of determining any 
liability under the Securities Act of 1933, each filing of the Company'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.

(3)	Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons 
of the Company pursuant to the foregoing provisions, or otherwise, the 
Company has been advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as expressed in the 
Act and is, therefor, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than payment by the Company 
of expenses incurred or paid by a director, officer or controlling person of 
the Company 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 Company will, unless in the opinion of 
its counsel the matter has been settled by controlling precedent, submit to a 
court of appropriate jurisdiction the question whether such indemnification 
by it is against public policy as expressed in the Act and will be governed 
by the final adjudication of such issue.

	SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Columbus, State of Ohio, on the 19th day of 
November, 1997.

THE BANC STOCK GROUP, INC.

By: /S/ Michael E. Guirlinger, President
    Michael E. Guirlinger, President

	POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears 
below constitutes and appoints Michael E. Guirlinger and Jeffrey C. Barton 
his true and lawful attorneys-in-fact and agents, each acting alone, with 
full powers of substitution and resubstitution, for him and in his name, 
place and stead, in any and all capacities, to sign any and all amendments to 
this Registration Statement, including post-effective amendments, and to file 
the same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, full power and authority to do and perform each 
and every act and thing requisite and necessary to be done in and about the 
premises, as fully to all intents and purposes as he might or could do in 
person, and hereby ratifies and confirms all his said attorneys-in-fact and 
agents, each acting alone, or his substitute or substitutes, may lawfully do 
or cause to be done by virtue thereof.

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

SIGNATURE					             TITLE					                 DATE

/S/ Michael E. Guirlinger		President, Treasurer,				  November 20, 1997         
Michael E. Guirlinger			   CEO and Director

/S/ Sandra L. Quinn      		Secretary and Director     November 20, 1997         
Sandra L. Quinn

/S/ Jeffrey C. Barton    		Chief Financial Office				 November 20, 1997         
Jeffrey C. Barton

/S/ Larry A. Beres       		Director				               November 20, 1997     
Larry A. Beres

/S/ Robert K. Butner     		Director				               November 20, 1997     
Robert K. Butner

/S/ James G. Mathias     		Director				               November 20, 1997     
James G. Mathias

/S/ J. David Smith       		Director					              November 20, 1997      
J. David Smith

/S/ Harvey Thatcher      		Director			                November 20, 1997    
Harvey Thatcher

/S/ L. Jean Thiergartner 		Director				               November 20, 1997     
L. Jean Thiergartner

	THE PLAN

Pursuant to the requirements of the Securities Act of 1933, the Plan has duly 
caused this Registration Statements to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Columbus, State of 
Ohio, on the 20th day of November, 1997.

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

By:/S/ Michael E. Guirlinger, President

	EXHIBIT INDEX

Exhibit No.			Description						                               Page No.

    4.				    The Banc Stock Group, Inc. 1993
              Non-Qualified and Incentive Stock Option Plan

    5.				    Opinion of Carlile Patchen & Murphy

   24.1				   Consent of Price Waterhouse LLP			              (See Part II)

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

   25.				    Power of Attorney					              (Included on signature page)

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

1. 	Purpose of the Plan.  This 1993 Non-Qualified and Incentive Stock Option 
Plan of The Banc Stock Group, Inc. adopted as of November 5, 1993, is intended 
to encourage officers and key employees of the Company to acquire or increase 
their ownership of common stock of the Company on reasonable terms.  The 
opportunity so provided is intended to foster in participants a strong 
incentive to put forth maximum effort for the continued success and growth of 
the Company and its Subsidiaries, to aid in retaining individuals who put 
forth such efforts, and to assist in attracting the best available individuals 
to the Company and its Subsidiaries in the future.  

2.  Definitions.  When used herein, the following terms shall have the meanings 
set forth below:  

2.1  	"Affiliate" means, with respect to any specified person or entity, a 
person or entity that directly or indirectly, through one or more 
intermediaries, controls, or is controlled by, or is under common control 
with, the person or entity specified.  

2.2  "Award Agreement" means a written agreement in such form as may be, from 
time to time, hereafter approved by the Committee, which shall be duly 
executed by the Company and which shall set forth the terms and conditions of 
an Option under the Plan.

2.3  "Board" means the Board of Directors of The Banc Stock Group, Inc. (or 
its successors).

2.4  "Code" unless otherwise provided means the Internal Revenue Code of 1986, 
as in effect at the time of reference, or any successor revenue code which 
may hereafter be adopted in lieu thereof, and reference to any specific 
provisions of the Code shall refer to the corresponding provisions of the 
Code as it may hereafter be amended or replaced.  

2.5  "Committee" means the Stock Option Committee of the Board or any other 
committee appointed by the Board whose members meet the requirements for 
eligibility to serve set forth in Section 4 which is invested by the Board 
with responsibility for the administration of the Plan.  

2.6 	"Company" means The Banc Stock Group, Inc. (or its successor).  

2.7 	"Employee" means an officer (including an officer who is a member of the 
Board) or other key employee of the Company or any of its Subsidiaries.  

2.8 	"Fair Market Value" means, with respect to the Company's Shares, the fair 
market value determined by the Committee in its discretion, except as 
hereinafter set forth.  In the event that Shares are then being traded on a 
national securities exchange, the Fair Market Value shall be deemed to be the 
mean between the high and low prices of the Shares on such securities 
exchange on the day on which the Option shall be granted, and if the Shares 
are then being traded on such an exchange, but there are no sales on such day,
such Fair Market Value shall be deemed to be the mean between the bid and 
asked prices for the Shares on such date, and if the Shares are not then 
traded on such an exchange, but are then traded on the over-the-counter 
market, then such Fair Market Value shall be deemed to be the mean between 
the high and low bid and asked prices for the Shares on the over-the-counter 
market on the day on which the Option shall be granted (or the next preceding 
day on which sales occurred if there were no sales on the date of grant).

2.9 	"Incentive Stock Option" means an Option meeting the requirements and 
containing the limitations and restrictions set forth in Section 422A of the 
Code; "Incentive Stock Option" means any option meeting the requirements and 
containing the limitations set forth in Section 422A of the Code.  

2.10  "Non-Qualified Stock Option" means an Option other than an Incentive 
Stock Option.

2.11  "Option" means the right to purchase, at a price and for a term fixed by 
the Committee in accordance with the Plan, and subject to such other 
limitations and restrictions as the Plan and the Committee impose, the number 
of Shares specified by the Committee.  

2.12  "Parent" means any corporation, other than the Company, in an unbroken 
chain of corporations ending with the Company if, at the time of the granting 
of the Option, each of the corporations other than the Company owns stock 
possessing fifty percent (50%) or more of the total combined voting power of 
all classes of stock in one of the other corporations of the chain.  

2.13  "Plan" means the Company's 1993 Non-Qualified and Incentive Stock Option 
Plan.  

2.14  "Shares" means the Company's no par value Class A Common Shares or, if 
by reason of the adjustment provisions hereof any rights under any Option 
under the Plan pertain to any other security, such other security.  

2.15  "Subsidiary" means any corporation other than the Company in an unbroken 
chain of corporations beginning with the Company if each of the corporations 
other than the last corporation in the unbroken chain owns stock possessing 
fifty percent (50%) or more of the total combined voting power of all classes 
of stock in one of the other corporations in such chain.  

2.16  "Successor" means the legal representative of the estate of a deceased 
Employee or the person or persons who shall acquire the right to exercise an 
Option by bequest or inheritance or by reason of the death of an Employee.  

2.17  "Term" means the period during which a particular Option may be 
exercised.  

3. 	Stock Subject to the Plan.  There are reserved for use, upon the exercise 
of Options to be granted from time to time under the Plan, an aggregate of 
One Million (1,000,000) Shares, which Shares may be in whole or in part, as 
the Board shall from time to time determine, authorized but unissued Shares, 
or issued Shares which shall have been reacquired by the Company.  Any Shares 
subject to issuance upon exercise of Options but which are not issued because 
of a surrender, lapse, expiration or termination of any such Option prior to 
issuance of the Shares shall once again be available for issuance in 
satisfaction of Options.  

4.  	Administration of the Plan.  The Board may, in its discretion, appoint a 
Committee, which shall consist of not less than three (3) persons, not less 
than two (2) of whom shall be members of the Board.  In the event no 
Committee is appointed, the Board shall take all actions under the Plan and 
any reference in the Plan to the Committee shall be deemed to be a reference 
to the Board where appropriate.  Subject to the provisions of the Plan, the 
Committee shall have full authority, in its discretion, to determine the 
Employees to whom Options shall be granted, the number of Shares to be 
covered by each of the Options, and the provisions of any such Option; to 
amend or cancel Options; to accelerate the vesting of Options; to require the 
cancellation or surrender of any previously granted Options under this Plan 
or any other plans of the Company as a condition to the granting of an Option; 
to interpret the Plan; and to prescribe, amend, and rescind rules and 
regulations relating to it, and generally to interpret and determine any and 
all matters whatsoever relating to the administration of the Plan and the 
granting of Options hereunder.  The Board may, from time to time, appoint 
members to the Committee in substitution for or in addition to members 
previously appointed and may fill vacancies, however, caused, in the 
Committee.  The Committee shall select one of its members as its Chairman and
shall hold its meetings at such times and places as it shall deem advisable. 
A majority of its members shall constitute a quorum.  Any action of the 
Committee may be taken by a written instrument signed by all of the members, 
and any action so taken shall be fully as effective as if it has been taken 
by a vote of a majority of the members at a meeting duly called and held.  
The Committee shall make such rules and regulations for the conduct of its 
business as it shall deem advisable and shall appoint a Secretary who shall 
keep minutes of its meetings and records of all action taken in writing 
without a meeting.  No member of the Committee shall be liable, in the 
absence of bad faith, for any act or omission with respect to his service on 
the Committee.

5. 	Employees to Whom Options May Be Granted.  Options may be granted in each 
calendar year or portion thereof while the Plan is in effect to such of the 
Employees as the Committee, in its discretion, shall determine.  

In determining the Employees to whom Options shall be granted and the number 
of Shares to be subject to purchase under such Options, the Committee shall 
take into account the duties of the respective Employees, their present and 
potential contributions to the success of the Company, and such other factors 
as the Committee shall deem relevant in connection with accomplishing the 
purposes of the Plan.  

6. 	Stock Options.  

6.1  Types of Options.  Options granted under this Plan may be (i) Incentive 
Stock Options, (ii) Non-Qualified Stock Options, or (iii) a combination of 
the foregoing.  The Award Agreement shall designate whether an Option is an 
Incentive Stock Option or a Non-Qualified Stock Option.  

6.2 	Option Price.  The Option Price per share of any Option granted under the 
Plan shall not be less than the Fair Market Value of the Shares covered by 
the Option on the date the Option in granted.  

Notwithstanding anything herein to the contrary, in the event an Incentive 
Stock Option is granted to an Employee who, at the time such Incentive Stock 
Option in granted, owns, as defined in Section 425 of the Code, stock 
possessing more than ten percent (10%) of the total combined voting power of 
all classes of stock of:

(i)  	the Corporation; or

(ii)  if applicable, a Subsidiary; or

(iii)	if applicable, the Parent,

then the Option Price per share of any Incentive Stock Option granted to such 
Employee shall not be less than one hundred ten percent (110%) of the Fair 
Market Value of the Shares covered by the Option on the date the Option is 
granted.  

6.3 	Term of Options.  Options granted hereunder shall be exercisable for a 
Term of not more than ten (10) years from the date of grant hereof, but shall 
be subject to earlier termination as hereinafter provided.  Each Award 
Agreement issued hereunder shall specify the Term of the Option, which Term 
shall be determined by the Committee in accordance with its discretionary 
authority hereunder.  

Notwithstanding anything herein to the contrary, in the event any Incentive 
Stock Option in granted to any Employee who, at the time such Incentive Stock 
Option is granted, owns, as defined in Section 425 of the Code, stock 
possessing more than ten percent (10%) of the total combined voting power of 
all classes of stock of:

(i)  	the Corporation; or

(ii) 	if applicable, a Subsidiary; or

(iii) if applicable, the Parent,

then such Incentive Stock Option shall not be exercisable more than five (5) 
years from the date of grant thereof, but shall be subject to earlier 
termination as hereinafter provided.  

7. 	Limit on Fair Market Value.  In any calendar year, no Employee may be 
granted an Incentive Stock Option hereunder to the extent that the aggregate 
Fair Market Value (determined at the time the Option is granted) of the stock 
with respect to which incentive stock options are exercisable for the first 
time by such Employee during any calendar year (under all such plans of the 
Employee's employer corporation, and, if any, its Parent and Subsidiary 
Corporations) exceeds the sum of One Hundred Thousand Dollars ($100,000).  
For purposes of the preceding sentence, Options shall be taken into account 
in the order in which they were granted.  Any Option granted under the Plan 
which is intended to be an Incentive Stock Option, but which exceeds the 
limitations set forth in this Section 7, shall be a Non-Qualified Stock Option.

8. 	Date of Grant.  The date of grant of an Option granted hereunder shall be 
the date on which the Committee acts in granting the Option.
  
9. 	Exercise of Rights Under Options.  An Employee entitled to exercise an 
Option may do so by delivery of a written notice to that effect specifying 
the number of Shares with respect to which the Option is being exercised and 
any other information the Committee may prescribe.  The notice shall be 
accompanied by payment in full of the purchase price of any Shares to be 
purchased, which payment may be made (i) in cash or, (ii) with the Committee's 
approval, in common stock of the Company valued at Fair Market Value at the 
time of exercise, (iii) or, with the Committee's approval and to the extent 
permitted by applicable state law, by a promissory note bearing interest at 
no less than the minimum rate necessary to avoid imputed interest under the 
Code, or (iv) a combination thereof.  No Shares shall be issued upon exercise 
of an Option until full payment has been made therefor.  All notices or 
requests provided for herein shall be delivered to the President of the 
Company.

10. 	Option Provisions and Conditions.  Each Award Agreement shall contain 
such other provisions and conditions not inconsistent herewith as shall be 
approved by the Board or by the Committee.  

11. 	Rights of Option Holder.  The holder of an Option shall not have any of 
the rights of a stockholder with respect to the Shares subject to purchase 
under his Option, except to the extent that one or more certificates for such 
Shares shall be delivered to him upon the due exercise of the Option.  

12. 	Non-transferability of Options.  An Option shall not be transferable, 
other than by will or the laws of descent and distribution, and an Option may 
be exercised, during the lifetime of the holder of the Option, only by him.  

13. 	Adjustments Upon Changes in Capitalization.  In the event of changes in 
all of the outstanding Shares by reason of stock dividends, stock splits, 
recapitalizations, mergers, consolidations, combinations, or exchanges of 
shares, separations, reorganizations or liquidations, the number and class of 
Shares available under the Plan in the aggregate, the number and class of 
Shares subject to Options theretofore granted, applicable purchase prices and 
all other applicable provisions, shall, subject to the provisions of the Plan,
be equitably adjusted by the Committee.  The foregoing adjustment and the 
manner of application of the foregoing provisions shall be determined by the 
Committee in its sole discretion.  Any such adjustment may provide for the 
elimination of any fractional Share which might otherwise become subject to 
an Option.  

14. 	Unusual Corporate Events.  Notwithstanding anything to the contrary, in 
the case of an unusual corporate event such as liquidation, merger, 
reorganization (other than a reorganization as defined by Section 368(a)(1)(F) 
of the Code), or other business combination, acquisition or change in the 
control of the Company through a tender offer or otherwise, the Board may, in 
its sole discretion, determine, on a case by case basis, that each Option 
granted under the Plan shall terminate ninety (90) days after the occurrence 
of such unusual corporate event, but, in the event of any such termination 
the Option holder shall have the right, commencing at least five (5) days 
prior to such unusual corporate event and subject to any other limitation on 
the exercise of such Option in effect on the date of exercise to immediately 
exercise any Options in full, without regard to any vesting limitations, to 
the extent they shall not have been exercised.  

15. 	Form of Options.  An Option shall be granted hereunder only by action by 
the Board or the Committee in granting an Option.  Whenever the Committee 
shall designate an Employee for the receipt of an Option, the Secretary or 
the President of the Company, or such other person as the Committee shall 
appoint, shall forthwith send notice thereof to the Employee, in such form as 
the Committee shall approve, stating the number of Shares subject to the 
Option, its Term, and the other terms and conditions thereof.  The notice 
shall be accompanied by a written Award Agreement in such form as may from 
time to time hereafter be approved by the Committee, which shall have been 
duly executed by or on behalf of the Company.  If the surrender of previously 
issued Options is made a condition of the grant, the notice shall set forth 
the pertinent details of such conditions and the written Award Agreement 
executed by or on behalf of the Company shall be delivered to the Employee on 
the day such surrender is made, but it shall be dated, as are all Award 
Agreements, as of the date on which the Committee designated the Employee to 
receive an Option hereunder.  Execution by the Employee to whom such Option 
is granted of said Award Agreement in accordance with the provions set forth 
in this Plan shall be a condition precedent to the exercise of any Option.

16. 	Taxes.  The Company shall have the right to deduct from any amounts due 
to the Employee pursuant to the exercise of an Option any taxes required by 
law to be withheld.  Furthermore, the Company may elect to deduct such taxes 
from any other amounts payable then or any time thereafter in cash to the 
Employee.  The Company shall also have the right to require a person entitled 
to receive Shares pursuant to the exercise of an Option under the Plan to pay 
the Company the amount of any taxes which the Company is or will be required 
to withhold with respect to such Shares before the certificate for such 
Shares is delivered pursuant to the Option.  If the Employee disposes of 
Shares acquired pursuant to an Incentive Stock Option in any transaction 
considered to be a disqualifying transaction under Section 421 and 422A of 
the Code, the Company shall have the right to deduct any taxed required by 
law to be withheld on account of such disqualifying disposition from any for 
any reason otherwise payable to the Employee in cash by the Company.

17. 	Termination of Plan.  The Plan shall terminate on November 1, 2003, and 
an Option shall not be granted under the Plan after that date.  Any Options 
outstanding at the time of termination of the Plan shall continue in full 
force and effect according to the terms and conditions of the Award Agreements
pursuant to which the Options were granted and this Plan.  

18. 	Amendment of the Plan.  The Plan may be amended at any time and from 
time to time by the Board, but no amendment without the approval of the 
stockholder of the Company shall:

(a)	increase the maximum number of Shares as to which Options may be granted 
under the Plan;

(b)	expand or change the class of persons eligible to receive Options;

(c)	permit the purchase price of Shares subject to an Incentive Stock Option 
granted under the Plan to be less than the Fair Market Value of such Shares 
at the time the Incentive Stock Option is granted;

(d)	extend the term of the Plan; or

(e)	materially increase the benefits to the Employees under the Plan.  

No amendment of the Plan or any Option granted under the Plan shall alter or 
impair any of the rights or obligations of any person, without his consent, 
under any Option theretofore granted under the Plan.  

19. 	Delivery of Shares on Exercise.  Delivery of certificates for Shares 
pursuant to an Option exercise shall be postponed by the Company for such 
period as may be required for it to comply with any applicable requirements 
of any federal, state or local law or regulation or any administrative or 
quasi-administrative requirement applicable to the sale, issuance, 
distribution or delivery of such Shares.  

20. 	Fees and Costs.  The Company shall pay all original issue taxes, if any, 
on the exercise of any Option granted under the Plan and all other fees and 
expenses necessarily incurred by the Company in connection therewith.  

21. 	Additional Information.  The Company hereby undertakes to provide 
without charge to each participant in the Plan, upon written or oral request 
of any person, a copy of the Company's Annual Report to Stockholders for its 
last fiscal year and a copy of any or all of the documents that have been or 
may be incorporated by reference in the Company's Registration Statement on 
S-8 as it relates to the Plan.  The Company further undertakes to deliver or 
cause to be delivered to all participants in the Plan who do not otherwise have
such material, copies of all reports, proxy statements and other communications 
distributed by the Company to its stockholders generally, no later than the 
time such materials are first sent to its stockholders.  Requests for such 
information should be addressed to The Banc Stock Group, Inc., Suite 437, 
1105 Schrock Road, Columbus, Ohio 43229; telephone (614) 848-5100.

22. 	Description of Capital Stock.  Options are exercisable for shares of the 
Company's Class A Common Stock.  The authorized capital shares of the Company 
consists of 149,400,000 shares of Class A Common Stock, no par value, 480,000 
shares of Class C Common Stock, no par value and 50,000,000 shares of Serial 
Preference Stock.  As of August 31, 1997, 7,931,717 shares of Class A Common 
Stock, 480,000 Shares of Class C Common Stock and zero shares of Serial 
Preference Stock were issued.  As of August 31, 1997 there were 1,123 holders 
of the Class A Common Stock, and 35 holders of the Class C Common Stock.  To 
date, the Company has not paid dividends on any of its shares and presently 
has no intention to do so.  Holders of any class of capital stock of the 
Corporation, as such, have no conversion, redemption or sinking fund 
provisions applicable to any shares of capital stock.

Common Stock

Subject to the prior rights of holders of shares of Serial Preference Stock, 
holders of Common Stock are entitled to such dividends as may be declared by 
the Board of Directors out of the funds legally available therefore.  In the 
event of liquidation, after satisfaction of the prior rights in liquidation 
of the Preference Stock, each share of Class A Common Stock shall be entitled 
to share ratably in the distribution of the remaining assets up to $1.50 per 
share and thereafter each share of Class A and Class C Common Stock is 
entitled to ratably share in the distribution of the remaining assets.  Shares 
of Class C Common Stock automatically convert a Class A Common Stock at the 
rate of 10% of the original amount issued on each December 1st, commencing 
December 1, 1991.  As Class C Common Stock is converted into Class A Common 
Stock, the Class C Shares are retired and a reduction is made in the 
authorized number of shares of such classes (a corresponding increase is made 
in the authorized number of shares of Class A Common Stock).  In all other  
respects the Class A Common Stock and Class C Common Stock will have equal 
rights.  All issued and outstanding shares of Common Stock are fully paid and 
non-assessable.

The Company's Bylaws currently provide that a Special Meeting of the 
Shareholders of the Company may be called at any time by the holders of 
twenty-five percent (25%) of all of the shares outstanding and entitled to 
vote at such meeting.  

Serial Preference Stock

The Board of Directors has authority to divide the Serial Preference Stock 
into series and to fix the dividend rates, redemption rights and prices, 
liquidation rights and conversion rights thereof.  Holders of Serial 
Preference Stock have no preemptive rights except to the extent that rights 
of conversion or exchange have been expressly granted by the Board of Directors.

Voting Rights

Holders of each share of Common and Serial Preference Stock are entitled to 
one vote per share upon all matters presented to shareholders.  Shareholders 
may cumulate their votes in the election of directors if notice stating that 
cumulative voting is desired has been given to the Company in accordance with 
Florida law.  The holders of record of shares entitled to exercise a majority 
of the voting power of the Company constitute a quorum at any meeting for the 
election of directors.

23. 	Option Information.  Participants in the Plan will be provided with an 
annual statement indicating the number of Options which have been issued to 
them, the Options currently exercisable and the exercise prices.  Such 
information may also be obtained by the Plan participants more frequently 
upon written notice to the Company.

24. 	Compliance with Laws and Regulations.  The Plan, the grant and exercise 
of Options thereunder, and the obligations of the Company to sell and deliver 
shares of Common Stock under the Plan, is subject to all applicable federal 
and state laws, rules and regulations and to such approvals by any government 
or regulatory agency as may be required.  If at any time the Company shall 
determine, at its discretion, that the listing, registration or qualification 
of the shares covered by the Plan upon any national securities exchange or
under any federal or state law, or the consent or approval of any governmental 
regulatory body, is necessary or desirable as a condition of, or in 
connection with, sale or purchase of shares under the Plan, no shares will be 
delivered unless or until such listing, registration, qualification, consent 
or approval shall have been effected or obtained, or otherwise provided for, 
free of any conditions not acceptable to the Company.

25. 	Tax Implications Regarding the Issuance and Exercise of Non-Qualified 
Stock Options.  Non-qualified Stock Options granted under the Plan do not 
result in any taxable income to the optionee at the time of the grant or a 
tax deduction to the Company at that time.  Except as stated below with 
respect to officers and directors, upon exercise of a Non-qualified Option, 
the excess of the fair market value of the shares acquired over their cost to 
the optionee: (a) is taxable to the optionee as ordinary income and (b) is
deductible by the Company, subject to general rules relating to the
reasonableness of compensation; and the optionee's tax basis for the shares 
is the fair market value thereof at the time of exercise.

Ordinary income recognized on the exercise of Non-qualified Options is 
subject to federal (in certain instances state or local) withholding tax, and 
upon exercise an optionee will have to make a lump sum payment to the Company 
equal to at least 20% of such income, unless the Company determines to 
withhold shares of stock sufficient to satisfy the withholding tax.  Gain or 
loss recognized upon disposition of shares acquired pursuant to the exercise 
of a Non-qualified Option will generally be reported as short or long-term 
capital gain or loss (if the Common Stock is a capital asset in the hands of 
the optionee) depending on the length of time the shares were held by the 
optionee as of the date of disposition.

Shares received by an officer or director upon exercise of a Non-qualified 
Stock Option are subject to the application of Section 16(b) of the 
Securities Act of 1934 (the short swing profit recapture rules), will be 
treated as subject to substantial risk of forfeiture and not fully 
transferable for purposes of Section 83 of the Code, so long as the sale of 
shares at a profit could subject the officer of director to suit under 
Section 16(b) (the "Section 16(b) Period").  Therefore, unless such an 
optionee elects otherwise in accordance with Section 83(b) of the Code, as 
discussed below, he will not realize any income upon receipt of the shares, 
but will, if he continues to hold the shares until the Section 16(b) Period 
expires, realize income at that time.  At that time (a) the amount of income 
then realized will equal the excess of the fair value of the shares on that 
date over their cost to the Optionee, (b) withholding tax requirements will 
apply to the amount of income then recognized and (c) the optionee's holding 
period for long-term capital gain or loss treatment will begin to run.  Any 
dividends received in the interim will be considered as ordinary compensation 
income for federal income tax purposes.

If the optionee makes the election under Section 83(b) of the Code (which 
must be made not later than 30 days after exercise), the optionee will 
include currently in income the difference between the fair market value of 
the shares received upon exercise and the Option Price, notwithstanding the 
fact that the optionee is subject to potential Section 16(b) liability.  Fair 
market value is determined without regard to such potential Section 16(b) 
liability.  If such an election is made and no additional tax or income will 
be recognized by such optionee at the time the potential Section 16(b) 
liability lapses, the Company will generally be entitled to tax deductions at 
the time and in the amount the income is recognized by such optionee.  If 
the shares in respect of which such election is made are later sold and such 
sale results in the imposition of Section 16(b) liability, no tax deduction 
will be allowable to the optionee and the Company will be deemed to realize 
income equal to the amount of the deduction allowed to the Company at the 
time of the election in respect to such shares.

26. 	Tax Implication Regarding the Issuance and Exercise of Incentive Stock 
Option.  A participant in the Plan will recognize no taxable income upon the 
grant or exercise of an Incentive Stock Option.  In general, if Common Stock 
acquired upon the exercise of an Option is subsequently sold, the realized 
gain or loss, if any, will be measured by the difference between the exercise 
price of the Option and the amount realized on the sale.  Any such gain or 
loss on the sale will generally be treated as long-term capital gain or loss 
(if the Common Stock is a capital asset in the hands of the optionee) if the 
holding period requirements have been satisfied.  The holding period 
requirements will be satisfied if the shares are neither sold within two years 
of the grant or the Option pursuant to which the shares were transferred nor 
within the one year period beginning on the date of the transfer of the shares 
pursuant to the exercise of the Option.

If Common Stock acquired upon the exercise of an Option is subsequently sold 
and the holding period requirements noted above are not satisfied, the 
employee will receive as ordinary income for the year in which the 
disposition occurs an amount equal to the excess of the fair market value of 
the Common Stock on the date the Option was exercised (or, if lower, the 
amount realized on the sale) over the exercise price of the Option.  Any 
additional gain recognized on the sale will be capital gain (if the Common
Stock is a capital asset in the hands of the optionee) and will be long-term 
or short-term depending on whether the sale occurs more than one year after 
the date of exercise.  The amount recognized by the employee as ordinary 
income will be treated as compensation, and the Company may be required to 
withhold additional taxes from the wages for employee with respect to such 
amount.  In general, the Company can deduct as a business expense only the 
amount equal to the ordinary income, if any, recognized by an employee upon 
the sale of his Common Stock purchased pursuant to an Option.

Although an employee will recognize no taxable income upon the exercise of an 
Option, the excess of the fair market value of the Common Stock at the time 
of the exercise over the exercise price will constitute an item of tax 
preference for the purpose of the alternative minimum tax.

27. 	Other Provisions.  As used in the Plan, and in Award Agreements and 
other documents prepared in implementation of the Plan, references to the 
masculine pronoun shall be deemed to refer to the feminine or neuter, and 
references in the singular or the plural shall refer to the plural or the 
singular, as the identity of the person or persons or entity or entities 
being referred to may require.  The captions used in the Plan and in such 
Award Agreements and other documents prepared in implementation of the Plan 
are for convenience only and shall not affect the meaning of any provision 
hereof or thereof.

Opinion and Consent of Carlile Patchen & Murphy LLP

November 19, 1997

The Banc Stock Group, Inc.
1105 Schrock Road
Columbus, Ohio  43229

Re: Registration Statement on Form S-8 Filed by 
The Banc Stock Group, Inc. with
The Securities and Exchange Commission

Ladies and Gentlemen:

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

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

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

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

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

Very truly yours,

CARLILE PATCHEN & MURPHY LLP

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration 
Statement on Form S-8 of our report dated April 9. 1997 appearing on page 16 
of The Banc Stock Group, Inc. (Formerly the Heartland Group of Companies, 
Inc.) Annual Report on Form 10-K for the year ended February 28, 1997.

PRICE WATERHOUSE LLP
Chicago, Illinois
November 19, 1997