TRANS FINANCIAL BANCORP INC
10-C, 1994-09-12
STATE COMMERCIAL BANKS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549
                                        
                                        
                                    Form 10-C
                                        
                                        
                 REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM

  Filed Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                      and Rule 13a-17 or 15d-17 thereunder


                                        
                          Trans Financial Bancorp, Inc.
             (Exact name of registrant as specified in its charter)
                                        
              500 East Main Street, Bowling Green, Kentucky  42101
                    (Address of principal executive offices)
                                        
         Issuer's telephone number, including area code: (502) 781-5000



                   I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% or more in the number of shares
  outstanding:

1.Title of security: Common Stock
2.Number of shares outstanding before the change: 10,125,099
3.Number of shares outstanding after the change: 11,175,099
4.Effective date of change: August 31, 1994
5.Method of change: Merger
  Give brief description of transaction: Pursuant to an Agreement and Plan of
  Reorganization and related Plan of Merger dated January 28, 1994, between
  Trans Financial Bancorp, Inc. ("TFB") and FGC Holding Company ("FGC"), FGC
  merged into TFB and shareholders of FGC received 419.832 shares of TFB common
  stock for each share of FGC common stock.


                                             Trans Financial Bancorp, Inc.


Date: September 12, 1994                 By: /s/ Vince A. Berta
                                             Vince A. Berta
                                             Executive Vice President
                                             and Chief Financial Officer



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