CITIZENS BANCORP
8-A12G, 1997-11-03
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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



                                CITIZENS BANCORP
               (Exact name of registrant as specified in charter)



           INDIANA                                              35-2017500
    (State of incorporation                                  (I.R.S. Employer
        or organization)                                  Identification Number)


                              60 South Main Street
                                  P.O. Box 635
                            Frankfort, Indiana 46041
          (Address of principal executive offices, including zip code)

                                    Copy to:
                             CLAUDIA V. SWHIER, ESQ.
                               Barnes & Thornburg
                            11 South Meridian Street
                           Indianapolis, Indiana 46204


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

                                      NONE

         If this  form  relates  to the  registration  of a class of  securities
pursuant  to Section  12(b) of the  Exchange  Act and is  effective  pursuant to
General Instruction A.(c), check the following box. [ ]


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<PAGE>



         If this  form  relates  to the  registration  of a class of  securities
pursuant  to Section  12(g) of the  Exchange  Act and is  effective  pursuant to
General Instruction A.(d), check the following box. [ ]

         Securities  Act  registration  statement file number to which this form
relates: 333-29031.



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

                         COMMON STOCK, WITHOUT PAR VALUE
                                (Title of class)

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<PAGE>



                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


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

         The  description of the  Registrant's  Common Stock,  without par value
(the  "Common  Stock"),  is  incorporated  herein by  reference  to the sections
entitled  "Restrictions  on Acquisition of the Holding Company" and "Description
of Capital Stock" on pages 76-81 of the prospectus  filed when Rule 424(b) under
the  Securities  Act of 1933,  was  amended,  and  relating to the  Registration
Statement  on Form S-1  (Registration  No.  333-29031)  which was filed with the
Securities and Exchange Commission on June 12, 1997.

Item 2.  Exhibits.
         The exhibits filed  herewith or  incorporated  by reference  herein are
listed on the Exhibit Index at page 4 of this Form 8-A.


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<PAGE>



                                   SIGNATURES

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

                                          CITIZENS BANCORP


                                          By: /s/ Fred W. Carter
                                              ----------------------------------
                                              Fred W. Carter,  President and
                                              Chief Executive Officer


Dated: October 31, 1997




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<PAGE>


                                  EXHIBIT LIST


I.  Exhibits filed with the Commission.

Number Assigned
   in Form 8-A            Description of Exhibit


         1(a)     The  Articles  of   Incorporation   of  Citizens  Bancorp  are
                  incorporated  herein  by  reference  to  Exhibit  3(1)  to the
                  Registration   Statement   on  Form  S-1   (Registration   No.
                  333-29031).

         1(b)     The Code of By-Laws of  Citizens  Bancorp is  incorporated  by
                  reference  to Exhibit  3(2) to the  Registration  Statement on
                  Form S-1 (Registration No. 333-29031).







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