<PAGE>1

        As filed with the Securities and Exchange Commission on May 24, 1996
                                                 Registration No. 33-___________

 ===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                          GREAT AMERICAN BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                                  6035                  52-1923366
(state or other jurisdiction        (Primary Standard          (IRS Employer 
of incorporation or            Classification Code Number)   Identification No.)
organization)                                                      
                         
                             1311 SOUTH NEIL STREET
                            CHAMPAIGN, ILLINOIS 61820
                                 (217) 356-2265
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                GREAT AMERICAN BANCORP, INC. 1995 INCENTIVE PLAN
                            (Full Title of the Plan)
                     --------------------------------------
GEORGE R. ROUSE                              COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER        DOUGLAS P. FAUCETTE, ESQUIRE
GREAT AMERICAN BANCORP, INC.                 LAWRENCE M. F. SPACCASI, ESQUIRE
1311 SOUTH NEIL STREET                       MULDOON, MURPHY & FAUCETTE
CHAMPAIGN, ILLINOIS  61820                   5101 WISCONSIN AVENUE, N.W.
(217) 356-2265                               WASHINGTON, DC  20016
                                             (202) 362-0840

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
        practicable after this registration statement becomes effective.

 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                      1933, check the following box. / X /
                                                     ----

================================================================================
     Title             Amount      Proposed Purchase   Estimated    Registration
of each Class of       to be      Price Per Shares(2)  Aggregate        Fee
Securities to be   Registered(1)                       Offering
   Registered                                           Price
- --------------------------------------------------------------------------------
  Common Stock        205,275
 $.01 par Value      Shares(3)         $14.0073       $2,875,349      $991.50

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

(1)  Together with an indeterminate number of additional shares which may be 
     necessary to adjust the number of shares reserved for issuance pursuant to 
     the Great American  Bancorp, Inc. 1995 Incentive  Plan as the result of a 
     stock split,  stock dividend or similar adjustment of the outstanding 
     common stock of Great American Bancorp, Inc. pursuant to 17 C.F.R. Section 
     230.416(a).
(2)  Weighted average price determined by the average exercise price of $14.00 
     per share at which options for 193,319 shares under the plans have been 
     granted to date and by $14.125 the market value of the Common Stock on 
     May 17, 1996 as  determined  by the average of the high and low prices 
     listed on the Nasdaq Stock Market as reported in the Wall Street Journal,
     for 11,956 shares for which options have not yet been granted under the 
     plans.
(3)  Represents the total number of shares currently reserved or available for
     issuance pursuant to the Plans.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. Section 230.462.

Number of Pages 10
Exhibit Index begins on Page 10


<PAGE>2



GREAT AMERICAN BANCORP, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents  containing  the  information  for the Great American
Bancorp,  Inc. (the  "Company" or the  "Registrant")  1995  Incentive  Plan (the
"Plan") required by Part I of the  Registration  Statement will be sent or given
to the participants in the Plan as specified by Rule 428(b)(1). Such document is
not filed with the  Securities and Exchange  Commission  (the "SEC") either as a
part of this Registration  Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:

      (a) The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
September  30, 1995,  which  includes the  consolidated  statements of financial
condition of the Company and  subsidiary as of September 30, 1995 and 1994,  and
the related  consolidated  statements of  operations,  changes in  stockholders'
equity  and cash  flows  for  each of the  years in the  two-year  period  ended
September 30, 1995,  together with the related notes and the report of McGladrey
& Pullen LLP, independent  certified public accountants filed with the SEC (File
No. 0-25808).

      (b) The  Form  10-QSB  reports  filed  by the  Registrant  for the  fiscal
quarters  ended December 31, 1995 and March 31, 1996 (File No.  0-25808),  filed
with the SEC on February 14, 1996, and May 15, 1996.

      (c) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 0-25808),  as filed with the SEC pursuant to Section 12(g) of
the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")  and Rule  12b-15
promulgated thereunder on April 5, 1995.

      (d) All documents  filed by the  Registrant  pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

       Any statement contained in this Registration  Statement, or 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 other  subsequently  filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.


                                      2

<PAGE>3



ITEM 4.  DESCRIPTION OF SECURITIES

      The common  stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None

      The  consolidated  statements  of  financial  condition of the Company and
subsidiary  as of  September  30, 1995 and 1994,  and the  related  consolidated
statements of  operations,  changes in  stockholders'  equity and cash flows for
each of the years in the two-year period ended September 30, 1995, together with
the  related  notes  and the  report  of  McGladrey  & Pullen  LLP,  independent
certified  public  accountants,  incorporated by reference in this  Registration
Statement,  have been incorporated herein in reliance upon the authority of said
firm as experts in accounting and auditing.

      The  validity of the Common Stock  offered  hereby has been passed upon by
Muldoon, Murphy & Faucette, Washington, DC, for the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment  provides broader  indemnification  provisions than currently  exists.
This indemnification applies to the Board of Directors who administer the Plan.

      In accordance  with the General  Corporation  Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:

TENTH:
- -----

A. Each person who was or is made a party or is threatened to be made a party to
or is  otherwise  involved in any action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact that he or she is or was a  Director  or an  Officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding

                                      3

<PAGE>4



(or part thereof)  initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation.

B. The right to  indemnification  conferred in Section A of this  Article  TENTH
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in advance of its final  disposition  (hereinafter
an "advancement of expenses");  provided, however, that, if the Delaware General
Corporation Law requires,  an advancement of expenses  incurred by an indemnitee
in his or her capacity as a Director or Officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  services  to an  employee  benefit  plan)  shall be made  only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final   adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.  The rights to  indemnification  and to the advancement of
expenses  conferred in Sections A and B of this Article  TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director,  Officer,  employee  or agent and shall  inure to the  benefit  of the
indemnitee's heirs, executors and administrators.

C. If a claim under  Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
expenses of  prosecuting or defending such suit. In: (i) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that;  and (ii) in any suit by the  Corporation to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met any applicable  standard for indemnification set forth in
the Delaware  General  Corporation  Law.  Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article TENTH or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this  Article  TENTH shall not be  exclusive of any other right which any person
may have or hereafter acquire under any statute,  the Corporation's  Certificate
of  Incorporation,  Bylaws,  agreement,  vote of stockholders  or  Disinterested
Directors or otherwise.




                                      4

<PAGE>5



E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director,  Officer,  employee or agent of the  Corporation  or subsidiary or
Affiliate or another  corporation,  partnership,  joint venture,  trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

F. The Corporation may, to the extent  authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any  employee  or agent  of the  Corporation  to the  fullest  extent  of the
provisions  of this  Article  TENTH  with  respect  to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:
- --------

A Director of this Corporation shall not be personally liable to the Corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
Director,  except for liability:  (i) for any breach of the  Director's  duty of
loyalty to the Corporation or its  stockholders;  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law; (iii) under Section 174 of the Delaware  General  Corporation  Law; or (iv)
for any  transaction  from  which the  Director  derived  an  improper  personal
benefit.  If the  Delaware  General  Corporation  Law is  amended  to  authorize
corporate  action  further  eliminating  or limiting the  personal  liability of
Directors,  then  the  liability  of a  Director  of the  Corporation  shall  be
eliminated or limited to the fullest  extent  permitted by the Delaware  General
Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

      The  Registrant  is also  permitted to maintain  directors'  and officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy which
(subject to certain limits and  deductibles)  (i) insures officers and directors
of the Registrant  against loss arising from certain claims made against them by
reason  of  their  being  such  directors  or  officers,  and (ii)  insures  the
Registrant  against  loss  which  it  may be  required  or  permitted  to pay as
indemnification due its directors or officers for certain claims.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 (the  "Securities  Act") may be permitted to directors,  officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such  indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

      Trustees of the First Federal  Savings Bank of  Champaign-Urbana  Employee
Stock  Ownership  Trust are  indemnified  pursuant  to section  3.2 of the Trust
Agreement between First Federal Savings Bank of Champaign-Urbana  and First Bank
(N.A.) which provides:

      3.2  Indemnification.  Notwithstanding  any other  provision of this Trust
           ----------------
Agreement, any individual designated as a trustee hereunder shall be indemnified
and held  harmless by the  Employers  to the  fullest  extent  permitted  by law
against any and all costs, damages,  expenses and liabilities including, but not
limited to attorneys' fees and disbursements  reasonably  incurred by or imposed
upon such  individual in connection  with any claim made against him or in which
he may be involved by reason of his being, or having been, a trustee  hereunder,
to the extent such amounts are not satisfied by insurance maintained by

                                      5

<PAGE>6



the Employer,  except  liability  which is  adjudicated  to have resulted from a
breach of fiduciary  duty under ERISA.  Further,  any corporate  trustee and its
officers,  directors  and agents may be  indemnified  and held  harmless  by the
Employer  to the  fullest  extent  permitted  by law  against any and all costs,
damages,  expenses and liabilities including, but not limited to attorneys' fees
and  disbursements  reasonably  incurred by or imposed upon such persons  and/or
corporation in connection  with any claim made against it or them or in which it
or them may be  involved  by reason of its  being,  or  having  been,  a trustee
hereunder as may be agreed between the Employers and such trustee.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.   LIST OF EXHIBITS.

      The following  exhibits are filed with or  incorporated  by reference into
this  Registration  Statement on Form S-8  (numbering  corresponds  generally to
Exhibit Table in Item 601 of Regulation S-B):

      4        Stock Certificate of Great American Bancorp, Inc. (1)

      5        Opinion of Muldoon, Murphy & Faucette,  Washington, DC, as to the
               legality of the Common Stock registered hereby.

      23.1     Consent of Muldoon,  Murphy & Faucette  (contained in the opinion
               included as Exhibit 5). 

      23.2     Consent of McGladrey & Pullen LLP.
      
      24       Power of Attorney is located on the signature pages.


- --------------------------
(1) Incorporated  herein  by  reference  from  the  Exhibit  of  the same number
    contained in the Registration Statement on Form S-1 (SEC No.  33-90614),  as
    amended, filed with and declared effective by the SEC on May 12, 1995.


ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which it offers or sells securities, a
            post-effective amendment to this Registration Statement to:

            (i)     Include any Prospectus  required by Section  10(a)(3) of the
                    Securities Act;
                                      6

<PAGE>7



            (ii)    Reflect  in  the  Prospectus  any  facts  or  events  which,
                    individually or together,  represent a fundamental change in
                    the    information    in   the    Registration    Statement.
                    Notwithstanding  the foregoing,  any increase or decrease in
                    volume of  securities  offered (if the total dollar value of
                    securities   offered   would  not  exceed   that  which  was
                    registered)  and any  deviation  from the low or high end of
                    the estimated maximum offering range may be reflected in the
                    form of  prospectus  filed with the  Commission  pursuant to
                    Rule 424(b) if, in the aggregate,  the changes in volume and
                    price  represent  no more  than a 20  percent  change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement; and
                   
            (iii)   Include any  additional or changed  material  information on
                    the plan of  distribution  not  previously  disclosed in the
                    Registration  Statement  or  any  material  change  to  such
                    information  in  the   Registration   Statement  unless  the
                    information  required  by  (i)  and  (ii)  is  contained  in
                    periodic reports filed by the Registrant pursuant to Section
                    13 or 15(d) of the  Exchange  Act that are  incorporated  by
                    reference into this Registration Statement;
      
      (2)   For  determining  liability  under the Securities Act, to treat each
            post-effective  amendment  as a new  Registration  Statement  of the
            securities offered,  and the offering of the securities at that time
            to be the initial bona fide offering thereof.
      
      (3)   To file a post-effective  amendment to remove from  registration any
            of the securities that remain unsold at the end of the Offering.
      
      (4)   That, for purposes of determining any liability under the Securities
            Act,  each filing of the  Registrant's  or the Plan's  annual report
            pursuant  to  Section  13(a) or 15(d)  of the  Exchange  Act that is
            incorporated  by reference in the  Registration  Statement  shall be
            deemed to be a new Registration statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be the initial bona fide offering thereof.
      
      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  officers and  controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a trustee,  officer or controlling  person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee,  officer or controlling  person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the Act will be governed by the final  adjudication  of
such issue.

                                      7

<PAGE>8




                                   SIGNATURES

            Pursuant to the  requirements  of the Securities Act, Great American
Bancorp,  Inc. 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 Champaign, State of Illinois, on May 23, 1996.

                                          GREAT AMERICAN BANCORP, INC.



                                          By: /s/ George R. Rouse
                                              ----------------------------------
                                                  George R. Rouse
                                                  President and Chief Executive 
                                                  Officer


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

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr. Rouse)  constitutes  and appoints  George R. Rouse, as the
true and lawful  attorney-in-fact  and agent with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities to sign any or all amendments to the Form S-8 Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection  therewith,   with  the  U.S.  Securities  and  Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and  purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.


    Name                    Title                                 Date
    ----                    -----                                 ----

/s/ George Rouse            President, Chief Executive        May 23, 1996
- ----------------------
George R. Rouse             Officer and Director
                            (principal executive officer)


/s/ Jane F. Adams           Chief Financial Officer,          May 23, 1996
- ----------------------
Jane F. Adams               Secretary and Treasurer
                            (Principal Accounting and
                            Financial Officer)


/s/ Dr. Morgan Powell       Chairman of the Board of          May 23, 1996
- ----------------------  
Dr. Morgan Powell           Directors 




                                      8

<PAGE>9



/s/ James Acheson           Director                          May 23, 1996
- ----------------------
James Acheson


/s/ Clinton C. Atkins       Director                          May 23, 1996
- ----------------------
Clinton C. Atkins


/s/ Ronald Kiddoo           Director                          May 23, 1996
- ----------------------
Ronald Kiddoo


                                      9

<PAGE>10




                                  EXHIBIT INDEX
                                  -------------

                                                                   
                                                                      
 Exhibit                                                               
   No.       Description          Method of Filing                  
- ---------  --------------------  --------------------------------  


   4         Stock Certificate    Incorporated herein by                  
             of Great American    reference from Exhibit       
             Bancorp, Inc.        4.1 of the Registrant's   
                                  Registration Statement  
                                  on Form S-1 filed with    
                                  the SEC on March 24, 1995 
                                  and declared efective on 
                                  May 12, 1995.

   5         Opinion of Muldoon,  Filed herewith.                        
             Murphy & Faucette



  23.1       Consent of Muldoon,  Contained in Exhibit 5                  
             Murphy & Faucette    hereof.

  23.2       Consent of           Filed herewith.                        
             McGladrey & Pullen
             LLP

   24        Power of Attorney    Located on the signature                
                                  page.                         





                                       10
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1

        As filed with the Securities and Exchange Commission on May 24, 1996
                                                 Registration No. 33-___________

 ===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                          GREAT AMERICAN BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                                  6035                  52-1923366
(state or other jurisdiction        (Primary Standard          (IRS Employer 
of incorporation or            Classification Code Number)   Identification No.)
organization)                                                      
                         
                             1311 SOUTH NEIL STREET
                            CHAMPAIGN, ILLINOIS 61820
                                 (217) 356-2265
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                GREAT AMERICAN BANCORP, INC. 1995 INCENTIVE PLAN
                            (Full Title of the Plan)
                     --------------------------------------
GEORGE R. ROUSE                              COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER        DOUGLAS P. FAUCETTE, ESQUIRE
GREAT AMERICAN BANCORP, INC.                 LAWRENCE M. F. SPACCASI, ESQUIRE
1311 SOUTH NEIL STREET                       MULDOON, MURPHY & FAUCETTE
CHAMPAIGN, ILLINOIS  61820                   5101 WISCONSIN AVENUE, N.W.
(217) 356-2265                               WASHINGTON, DC  20016
                                             (202) 362-0840

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
        practicable after this registration statement becomes effective.

 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                      1933, check the following box. / X /
                                                     ----

================================================================================
     Title             Amount      Proposed Purchase   Estimated    Registration
of each Class of       to be      Price Per Shares(2)  Aggregate        Fee
Securities to be   Registered(1)                       Offering
   Registered                                           Price
- --------------------------------------------------------------------------------
  Common Stock        205,275
 $.01 par Value      Shares(3)         $14.0073       $2,875,349      $991.50

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

(1)  Together with an indeterminate number of additional shares which may be 
     necessary to adjust the number of shares reserved for issuance pursuant to 
     the Great American  Bancorp, Inc. 1995 Incentive  Plan as the result of a 
     stock split,  stock dividend or similar adjustment of the outstanding 
     common stock of Great American Bancorp, Inc. pursuant to 17 C.F.R. Section 
     230.416(a).
(2)  Weighted average price determined by the average exercise price of $14.00 
     per share at which options for 193,319 shares under the plans have been 
     granted to date and by $14.125 the market value of the Common Stock on 
     May 17, 1996 as  determined  by the average of the high and low prices 
     listed on the Nasdaq Stock Market as reported in the Wall Street Journal,
     for 11,956 shares for which options have not yet been granted under the 
     plans.
(3)  Represents the total number of shares currently reserved or available for
     issuance pursuant to the Plans.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. Section 230.462.

Number of Pages 10
Exhibit Index begins on Page 10
2

GREAT AMERICAN BANCORP, INC.

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents  containing  the  information  for the Great American
Bancorp,  Inc. (the  "Company" or the  "Registrant")  1995  Incentive  Plan (the
"Plan") required by Part I of the  Registration  Statement will be sent or given
to the participants in the Plan as specified by Rule 428(b)(1). Such document is
not filed with the  Securities and Exchange  Commission  (the "SEC") either as a
part of this Registration  Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:

      (a) The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
September  30, 1995,  which  includes the  consolidated  statements of financial
condition of the Company and  subsidiary as of September 30, 1995 and 1994,  and
the related  consolidated  statements of  operations,  changes in  stockholders'
equity  and cash  flows  for  each of the  years in the  two-year  period  ended
September 30, 1995,  together with the related notes and the report of McGladrey
& Pullen LLP, independent  certified public accountants filed with the SEC (File
No. 0-25808).

      (b) The  Form  10-QSB  reports  filed  by the  Registrant  for the  fiscal
quarters  ended December 31, 1995 and March 31, 1996 (File No.  0-25808),  filed
with the SEC on February 14, 1996, and May 15, 1996.

      (c) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 0-25808),  as filed with the SEC pursuant to Section 12(g) of
the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")  and Rule  12b-15
promulgated thereunder on April 5, 1995.

      (d) All documents  filed by the  Registrant  pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

       Any statement contained in this Registration  Statement, or 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 other  subsequently  filed
document which also is  incorporated  or deemed to be  incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

                                      2
3

ITEM 4.  DESCRIPTION OF SECURITIES

      The common  stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None

      The  consolidated  statements  of  financial  condition of the Company and
subsidiary  as of  September  30, 1995 and 1994,  and the  related  consolidated
statements of  operations,  changes in  stockholders'  equity and cash flows for
each of the years in the two-year period ended September 30, 1995, together with
the  related  notes  and the  report  of  McGladrey  & Pullen  LLP,  independent
certified  public  accountants,  incorporated by reference in this  Registration
Statement,  have been incorporated herein in reliance upon the authority of said
firm as experts in accounting and auditing.

      The  validity of the Common Stock  offered  hereby has been passed upon by
Muldoon, Murphy & Faucette, Washington, DC, for the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment  provides broader  indemnification  provisions than currently  exists.
This indemnification applies to the Board of Directors who administer the Plan.

      In accordance  with the General  Corporation  Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:

TENTH:
- -----

A. Each person who was or is made a party or is threatened to be made a party to
or is  otherwise  involved in any action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact that he or she is or was a  Director  or an  Officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding

                                      3
4

(or part thereof)  initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation.

B. The right to  indemnification  conferred in Section A of this  Article  TENTH
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in advance of its final  disposition  (hereinafter
an "advancement of expenses");  provided, however, that, if the Delaware General
Corporation Law requires,  an advancement of expenses  incurred by an indemnitee
in his or her capacity as a Director or Officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  services  to an  employee  benefit  plan)  shall be made  only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final   adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.  The rights to  indemnification  and to the advancement of
expenses  conferred in Sections A and B of this Article  TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director,  Officer,  employee  or agent and shall  inure to the  benefit  of the
indemnitee's heirs, executors and administrators.

C. If a claim under  Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
expenses of  prosecuting or defending such suit. In: (i) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that;  and (ii) in any suit by the  Corporation to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met any applicable  standard for indemnification set forth in
the Delaware  General  Corporation  Law.  Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article TENTH or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this  Article  TENTH shall not be  exclusive of any other right which any person
may have or hereafter acquire under any statute,  the Corporation's  Certificate
of  Incorporation,  Bylaws,  agreement,  vote of stockholders  or  Disinterested
Directors or otherwise.

                                      4
5

E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director,  Officer,  employee or agent of the  Corporation  or subsidiary or
Affiliate or another  corporation,  partnership,  joint venture,  trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

F. The Corporation may, to the extent  authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any  employee  or agent  of the  Corporation  to the  fullest  extent  of the
provisions  of this  Article  TENTH  with  respect  to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:
- --------

A Director of this Corporation shall not be personally liable to the Corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
Director,  except for liability:  (i) for any breach of the  Director's  duty of
loyalty to the Corporation or its  stockholders;  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law; (iii) under Section 174 of the Delaware  General  Corporation  Law; or (iv)
for any  transaction  from  which the  Director  derived  an  improper  personal
benefit.  If the  Delaware  General  Corporation  Law is  amended  to  authorize
corporate  action  further  eliminating  or limiting the  personal  liability of
Directors,  then  the  liability  of a  Director  of the  Corporation  shall  be
eliminated or limited to the fullest  extent  permitted by the Delaware  General
Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

      The  Registrant  is also  permitted to maintain  directors'  and officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy which
(subject to certain limits and  deductibles)  (i) insures officers and directors
of the Registrant  against loss arising from certain claims made against them by
reason  of  their  being  such  directors  or  officers,  and (ii)  insures  the
Registrant  against  loss  which  it  may be  required  or  permitted  to pay as
indemnification due its directors or officers for certain claims.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 (the  "Securities  Act") may be permitted to directors,  officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the Commission that such  indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

      Trustees of the First Federal  Savings Bank of  Champaign-Urbana  Employee
Stock  Ownership  Trust are  indemnified  pursuant  to section  3.2 of the Trust
Agreement between First Federal Savings Bank of Champaign-Urbana  and First Bank
(N.A.) which provides:

      3.2  Indemnification.  Notwithstanding  any other  provision of this Trust
           ----------------
Agreement, any individual designated as a trustee hereunder shall be indemnified
and held  harmless by the  Employers  to the  fullest  extent  permitted  by law
against any and all costs, damages,  expenses and liabilities including, but not
limited to attorneys' fees and disbursements  reasonably  incurred by or imposed
upon such  individual in connection  with any claim made against him or in which
he may be involved by reason of his being, or having been, a trustee  hereunder,
to the extent such amounts are not satisfied by insurance maintained by

                                      5
6

the Employer,  except  liability  which is  adjudicated  to have resulted from a
breach of fiduciary  duty under ERISA.  Further,  any corporate  trustee and its
officers,  directors  and agents may be  indemnified  and held  harmless  by the
Employer  to the  fullest  extent  permitted  by law  against any and all costs,
damages,  expenses and liabilities including, but not limited to attorneys' fees
and  disbursements  reasonably  incurred by or imposed upon such persons  and/or
corporation in connection  with any claim made against it or them or in which it
or them may be  involved  by reason of its  being,  or  having  been,  a trustee
hereunder as may be agreed between the Employers and such trustee.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.   LIST OF EXHIBITS.

      The following  exhibits are filed with or  incorporated  by reference into
this  Registration  Statement on Form S-8  (numbering  corresponds  generally to
Exhibit Table in Item 601 of Regulation S-B):

      4        Stock Certificate of Great American Bancorp, Inc. (1)

      5        Opinion of Muldoon, Murphy & Faucette,  Washington, DC, as to the
               legality of the Common Stock registered hereby.

      23.1     Consent of Muldoon,  Murphy & Faucette  (contained in the opinion
               included as Exhibit 5). 

      23.2     Consent of McGladrey & Pullen LLP.
      
      24       Power of Attorney is located on the signature pages.

- --------------------------
(1) Incorporated  herein  by  reference  from  the  Exhibit  of  the same number
    contained in the Registration Statement on Form S-1 (SEC No.  33-90614),  as
    amended, filed with and declared effective by the SEC on May 12, 1995.

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which it offers or sells securities, a
            post-effective amendment to this Registration Statement to:

            (i)     Include any Prospectus  required by Section  10(a)(3) of the
                    Securities Act;
                                      6
7

            (ii)    Reflect  in  the  Prospectus  any  facts  or  events  which,
                    individually or together,  represent a fundamental change in
                    the    information    in   the    Registration    Statement.
                    Notwithstanding  the foregoing,  any increase or decrease in
                    volume of  securities  offered (if the total dollar value of
                    securities   offered   would  not  exceed   that  which  was
                    registered)  and any  deviation  from the low or high end of
                    the estimated maximum offering range may be reflected in the
                    form of  prospectus  filed with the  Commission  pursuant to
                    Rule 424(b) if, in the aggregate,  the changes in volume and
                    price  represent  no more  than a 20  percent  change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement; and
                   
            (iii)   Include any  additional or changed  material  information on
                    the plan of  distribution  not  previously  disclosed in the
                    Registration  Statement  or  any  material  change  to  such
                    information  in  the   Registration   Statement  unless  the
                    information  required  by  (i)  and  (ii)  is  contained  in
                    periodic reports filed by the Registrant pursuant to Section
                    13 or 15(d) of the  Exchange  Act that are  incorporated  by
                    reference into this Registration Statement;
      
      (2)   For  determining  liability  under the Securities Act, to treat each
            post-effective  amendment  as a new  Registration  Statement  of the
            securities offered,  and the offering of the securities at that time
            to be the initial bona fide offering thereof.
      
      (3)   To file a post-effective  amendment to remove from  registration any
            of the securities that remain unsold at the end of the Offering.
      
      (4)   That, for purposes of determining any liability under the Securities
            Act,  each filing of the  Registrant's  or the Plan's  annual report
            pursuant  to  Section  13(a) or 15(d)  of the  Exchange  Act that is
            incorporated  by reference in the  Registration  Statement  shall be
            deemed to be a new Registration statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be the initial bona fide offering thereof.
      
      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  officers and  controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a trustee,  officer or controlling  person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee,  officer or controlling  person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the Act will be governed by the final  adjudication  of
such issue.

                                      7
8

                                   SIGNATURES

            Pursuant to the  requirements  of the Securities Act, Great American
Bancorp,  Inc. 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 Champaign, State of Illinois, on May 23, 1996.

                                          GREAT AMERICAN BANCORP, INC.

                                          By: /s/ George R. Rouse
                                              ----------------------------------
                                                  George R. Rouse
                                                  President and Chief Executive 
                                                  Officer

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

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr. Rouse)  constitutes  and appoints  George R. Rouse, as the
true and lawful  attorney-in-fact  and agent with full power of substitution and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities to sign any or all amendments to the Form S-8 Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection  therewith,   with  the  U.S.  Securities  and  Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and  purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

    Name                    Title                                 Date
    ----                    -----                                 ----

/s/ George Rouse            President, Chief Executive        May 23, 1996
- ----------------------
George R. Rouse             Officer and Director
                            (principal executive officer)

/s/ Jane F. Adams           Chief Financial Officer,          May 23, 1996
- ----------------------
Jane F. Adams               Secretary and Treasurer
                            (Principal Accounting and
                            Financial Officer)

/s/ Dr. Morgan Powell       Chairman of the Board of          May 23, 1996
- ----------------------  
Dr. Morgan Powell           Directors 

                                      8
9

/s/ James Acheson           Director                          May 23, 1996
- ----------------------
James Acheson

/s/ Clinton C. Atkins       Director                          May 23, 1996
- ----------------------
Clinton C. Atkins

/s/ Ronald Kiddoo           Director                          May 23, 1996
- ----------------------
Ronald Kiddoo

                                      9
10

                                  EXHIBIT INDEX
                                  -------------

                                                                   
                                                                      
 Exhibit                                                               
   No.       Description          Method of Filing                  
- ---------  --------------------  --------------------------------  

   4         Stock Certificate    Incorporated herein by                  
             of Great American    reference from Exhibit       
             Bancorp, Inc.        4.1 of the Registrant's   
                                  Registration Statement  
                                  on Form S-1 filed with    
                                  the SEC on March 24, 1995 
                                  and declared efective on 
                                  May 12, 1995.

   5         Opinion of Muldoon,  Filed herewith.                        
             Murphy & Faucette

  23.1       Consent of Muldoon,  Contained in Exhibit 5                  
             Murphy & Faucette    hereof.

  23.2       Consent of           Filed herewith.                        
             McGladrey & Pullen
             LLP

   24        Power of Attorney    Located on the signature                
                                  page.                         

                                       10