MONTGOMERY FINANCIAL CORP
8-A12G, 1997-05-13
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-A


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                        Montgomery Financial Corporation
- - --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                   Delaware                                     Applied For
- - --------------------------------------------------------------------------------
  (State of incorporation or organization)                    (I.R.S. Employer
                                                             Identification No.)


119 East Main Street, Crawfordsville, Indiana                      47933
- - --------------------------------------------------------------------------------
  (Address of principal executive offices)                       (Zip Code)


       Securities to be registered pursuant to Section 12(b) of the Act.

                                      None
- - --------------------------------------------------------------------------------
                                (Title of Class)


       Securities to be registered pursuant to Section 12(g) of the Act:

                      Common Stock par value $.01 per share
- - --------------------------------------------------------------------------------
                                (Title of Class)

<PAGE>

Item 1.  Description of Registrant's Securities to be Registered.
- - -----------------------------------------------------------------

     For a  description  of the  Registrant's  securities,  reference is made to
"Description of Capital Stock", "Dividends" and "Market for Common Stock" in the
Registrant's  Pre-Effective  Amendment No. One to the Registration  Statement on
Form S-1  (Registration  Number 333-  24721)  dated May 12, 1997 which is hereby
incorporated  by  reference.   For  a  description  of  the  provisions  of  the
Registrant's Certificate of Incorporation and Bylaws that may render a change in
control of the Registrant more difficult,  reference is made to "Restrictions on
Acquisitions  of  Stock  and  Related  Takeover  Defensive  Provisions"  in  the
Registrant's  Pre-Effective  Amendment No. One to the Registration  Statement on
Form S-1 referenced above.

Item 2.  Exhibits.
- - ------------------

     1.   Pre-Effective  Amendment No. One to the Registration Statement on Form
          S-1  (Registration  Number  333-24721)  dated  May 12,  1997 is hereby
          incorporated by reference.

     2.   Certificate  of  Incorporation,  filed as Exhibit 3.1 to  Registration
          Statement on Form S-1  (Registration  Number 333-24721) dated April 7,
          1997 is hereby incorporated by reference.

     3.   Bylaws,  filed as Exhibit 3.2 to  Registration  Statement  on Form S-1
          (Registration   Number  333-24721)  dated  April  7,  1997  is  hereby
          incorporated by reference.

     4.   Specimen  Stock  Certificate,  filed  as  Exhibit  4  to  Registration
          Statement on Form S-1  (Registration  Number 333-24721) dated April 7,
          1996 is hereby incorporated by reference.

<PAGE>

                                    SIGNATURE

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                                        MONTGOMERY FINANCIAL CORPORATION




Date: May 13, 1997                      By:/s/ Earl F. Elliott
      ------------                         ------------------------------
                                           Earl F. Elliott, President and
                                           Chief Executive Officer



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