TRANS FINANCIAL INC
10-K/A, 1995-06-29
STATE COMMERCIAL BANKS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                        
                                   Form 10-K/A
                                        
                                 Amendment No. 1
                                       to
 Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of
                                      1934

For the fiscal year ended December 31, 1994  Commission File Number  0-13030

                              Trans Financial, Inc.
             (Exact name of registrant as specified in its charter)

         Kentucky                                    61-1048868
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

500 East Main Street, Bowling Green, Kentucky          42101
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code: (502)781-5000

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
                      Common Stock, no par value per share
                                (Title of Class)
                         Preferred Stock Purchase Rights
                                (Title of Class)
                                        
Indicate  by check mark if disclosure of delinquent filers pursuant to Item  405
of  Regulation  S-K is not contained herein, and will not be contained,  to  the
best   of  the  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by reference in Part III of  this  Form  10-K  or  any
amendment to this Form 10-K.  _

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months (or for such shorter period that the  registrant  was
required  to  file  such  reports), and (2) has  been  subject  to  such  filing
requirements for the past 90 days.  Yes X  No _

The aggregate market value of the voting stock held by nonaffiliates of the
registrant on March 1, 1995: $132,974,000.

The  number of shares outstanding of the issuer's class of common stock on March
15, 1995: 11,212,977 shares.

Document Incorporated By Reference
Portions  of  the  registrant's  Proxy  Statement  for  the  Annual  Meeting  of
Shareholders  to  be held on April 24, 1995 are incorporated by  reference  into
Part III of this report.

The amended Exhibit Index is on page 4. This filing contains 21 pages (including
this facing sheet).
<PAGE>
The  registrant's Annual Report on Form 10-K is hereby amended to include as  an
exhibit  the  Annual  Report on Form 11-K of the Trans Financial,  Inc.  Savings
Investment  Plan, which was not available at the time of the initial  filing  of
the  registrant's  Form  10-K.  Item 14 of Part IV is amended  to  read  in  its
entirety as follows:



Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
 (a)  (1)  Financial statements filed
           The  list  of  consolidated financial statements  together  with  the
      report  thereon of KPMG Peat Marwick LLP, as set forth in Part II, Item  8
      of this report is report is incorporated herein by reference.
   (2)  Financial statement schedules
           Schedules  to the consolidated financial statements are  omitted,  as
      the required information is not applicable.
   (3)  List of exhibits
           The list of exhibits listed on the Exhibit Index on pages 4 and 5  of
      this Form 10-K/A is incorporated herein by reference.
           The  management  contracts  and compensatory  plans  or  arrangements
      required  to  be  filed as exhibits to this Form 10-K/A pursuant  to  Item
      14(c) are noted by asterisk (*) in the Exhibit Index.

 (b)  Reports on Form 8-K
       (1)The registrant filed on November 14, 1994, an amended report on Form
      8-K dated August 31, 1994 reporting the
      merger  of  FGC Holding Company ("FGC") with and into the registrant,  and
      the  issuance  of  1,050,000 shares of common  stock  of  the  registrant,
      pursuant  to  an Agreement and Plan of Reorganization and Plan  of  Merger
      dated January 28, 1994.

      The  following  consolidated financial statements of  FGC,  notes  related
      thereto  and independent auditors' report thereon were filed as a part  of
      the report:
       (a)  Independent Auditors' Report;
       (b)  Consolidated Balance Sheets as of  December 31, 1993 and 1992;
        (c)  Consolidated Statements of Income for the years ended December  31,
      1993 and 1992;
        (d)  Consolidated Statements of Changes in Stockholders' Equity for  the
      years ended December 31, 1993 and 1992;
        (e)   Consolidated Statements of Cash Flows for the years ended December
      31, 1993 and 1992; and
       (f)  Notes to Consolidated Financial Statements.

       The  following unaudited consolidated financial statements  of  FGC  were
filed as a part of the report:
       (a)  Consolidated Balance Sheet as of June 30, 1994 (unaudited);
        (b)  Consolidated Statement of Income for the six months ended June  30,
      1994 (unaudited); and
        (c)   Consolidated Statement of Cash Flows for the six months ended June
      30,1994 (unaudited).

           The  following unaudited pro forma consolidated financial  statements
      of  Trans Financial Bancorp, Inc. and notes related thereto were filed  as
      a part of the report:
       (a)  Pro Forma Balance Sheet as of June 30, 1994 (unaudited);
        (b)   Pro Forma Income Statement for the six months ended June 30,  1994
      (unaudited);
        (c)   Pro  Forma Income Statement for the year ended December  31,  1993
      (unaudited);
        (d)   Pro  Forma Income Statement for the year ended December  31,  1992
      (unaudited);
        (e)   Pro  Forma Income Statement for the year ended December  31,  1991
      (unaudited); and
       (f)  Notes to Pro Forma Financial Statements (unaudited).
<PAGE>

       (2)The registrant filed on December 6, 1994, a report on Form 8-K
           which included financial statements of Kentucky Community Bancorp,
           Inc.  and  supplemental  consolidated  financial
           statements of Trans Financial Bancorp, Inc.

           The following consolidated financial statements of Kentucky Community
      Bancorp,  Inc.,  notes  related thereto and independent  auditors'  report
      thereon were filed as a part of the report:
       (a)  Independent Auditors' Report;
       (b)  Consolidated Balance Sheets as of December 31, 1993 and 1992;
        (c)  Consolidated Statements of Income for the years ended December  31,
      1993, 1992 and 1991;
        (d)  Consolidated Statements of Stockholders' Equity for the years ended
      December 31, 1993, 1992 and 1991;
        (e)   Consolidated Statements of Cash Flows for the years ended December
      31, 1993, 1992 and 1991; and
       (f)  Notes to Consolidated Financial Statements.

           The following supplemental consolidated financial statements of Trans
      Financial  Bancorp, Inc., notes related thereto and independent  auditors'
      report thereon were filed as a part of the report:
       (a)  Independent Auditor's Report;
        (b)   Supplemental Consolidated Balance Sheets as of December  31,  1993
      and 1992;
        (c)   Supplemental Consolidated Statements of Income for the years ended
      December 31, 1993, 1992 and 1991;
        (d)   Supplemental Consolidated Statements of Changes  in  Shareholders'
      Equity for the years ended December 31, 1993, 1992 and 1991;
       (e)Supplemental Consolidated Statements of Cash Flows for the years ended
      December 31, 1993, 1992 and 1991; and
        (f)  Notes to Supplemental Consolidated Financial Statements.

 (c)  Exhibits
      The exhibits listed on the Exhibit Index on pages 4 and 5 of this Form 10-
   K/A are filed as a part of this report.

 (d)  Financial statement schedules
      No  financial statement schedules are required to be filed as  a  part  of
   this report.
                                        
                                        
                                        
<PAGE>
                                        
                                        
                                        
                                        
                                    SIGNATURE

  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the registrant has duly caused this report to be signed  on  its
behalf by the undersigned, thereunto duly authorized.

                                         Trans Financial, Inc.
                                              (Registrant)



                                          By: /s/ Edward R. Matthews
                                             Edward R. Matthews
                                             Chief Financial Officer

                                             Date: June 29, 1995
<PAGE>
                                    Exhibits
                                                        Sequentially
                                                       Numbered Pages
      4(a)
      Restated  Articles  of Incorporation of the  registrant  are
      incorporated  by reference to Exhibit 3 of the  registrant's
      report on Form 10-Q for the quarter ended March 31, 1992.

      4(b)
      Restated  Bylaws  of  the  registrant  are  incorporated  by
      reference to Exhibit 4(b) of the registrant's report on Form
      10-K for the year ended  December 31, 1993.

      4(c)
      Rights    Agreement   dated   January   20,   1992   between
      Manufacturers  Hanover  Trust Company  and  Trans  Financial
      Bancorp, Inc. is incorporated by reference to Exhibit  1  to
      the registrant's report on Form 8-K dated January 24, 1992.

      4(d)
      Form  of  Indenture  (including Form of  Subordinated  Note)
      dated  as  of September 1, 1993, between the registrant  and
      First   Tennessee  Bank  National  Association  as  Trustee,
      relating  to  the issuance of 7.25% Subordinated  Notes  due
      2003,  is  incorporated  by  reference  to  Exhibit   4   of
      Registration  Statement on Form S-2 of the registrant  (File
      No. 33-67686).

      10(a)Trans Financial Bancorp, Inc. 1987 Stock Option Plan is incorporated
      by reference to Exhibit 4(a) of Registration  Statement on Form S-8
      of the  registrant  (File  No. 33-43046).*

      10(b)Trans Financial Bancorp, Inc. 1990 Stock Option Plan is incorporated
      by reference to Exhibit 10(d) of
      the  registrant's  Report on Form 10-K for  the  year  ended
      December 31, 1990.*

      10(c)Trans Financial Bancorp, Inc. 1992 Stock Option Plan is incorporated
      by reference to Exhibit 28 of the registrant's Report on Form 10-Q
      for the quarter ended March 31, 1992.*

      10(d)Trans Financial Bancorp, Inc. 1994 Stock Option Plan is incorporated
      by reference to the registrant's
      Proxy Statement dated March 18, 1994, for the April 25, 1994
      Annual Meeting of Shareholders.*

      10(e)Employment Agreement between Douglas M. Lester and Trans Financial
      Bancorp, Inc. is incorporated by reference to Exhibit 10(c) of the
      registrant's Report on  Form
      10-K for the year ended December 31, 1990.*

      10(f)Employment Agreement between Harold T. Matthews and Trans Financial
      Bank, National Association is incorporated  by  reference to
      Exhibit 10(e) of the registrant's
      Report on Form 10-K for the year ended December 31, 1992.*

      10(g)Description of the registrant's Performance Incentive Plan***

      10(h)Form of Deferred Compensation Agreement between registrant and
      certain officers of the registrant is incorporated   by   reference
      to  Exhibit   10(g)   of   the
      registrant's Report on Form 10-K for the year ended December
      31, 1992.*

      10(i)Trans Financial Bancorp, Inc. Dividend Reinvestment and Stock
      Purchase Plan is incorporated by reference  to  Registration Statement
      on Form S-3 of the registrant
      dated May 15, 1991 (File No. 33-40606).
<PAGE>
                                                        Sequentially
                                                       Numbered Pages
      10(j)Warrant dated as of February 13, 1992 between Morgan Keegan &
      Company, Inc. and Trans Financial Bancorp,  Inc.  incorporated
      by reference  to  Exhibit  10(m)  of
      Registration  Statement on Form S-2 of the registrant  (File
      No. 33-45483).

      10(k)Share Exchange Agreement dated March 25, 1993 between Trans Financial
      Bancorp, Inc. and Trans Kentucky
      Bancorp  is incorporated by reference to Exhibit  1  of  the
      registrant's Report on Form 8-K dated April 8, 1993.

      10(l)Loan Agreement dated as of July 6, 1993 between First Tennessee Bank
      National Association and Trans Financial  Bancorp,  Inc.  is 
      incorporated  by  reference  to
      Exhibit 10(p) to the Registration Statement on Form  S-2  of
      the registrant (File No. 33-67686).

      10(m)Underwriting Agreement dated as of September 9, 1993 among Morgan
      Keegan & Company, Inc., J.C. Bradford  and Company, and Trans Financial
      Bancorp, Inc. incorporated  by reference to Exhibit (1) to
      Registration Statement on
      Form S-2 of the registrant (File No. 33-67686).

      10(n)Subordinated Note dated as of September 16, 1993, by Trans Financial
      Bancorp, Inc. is incorporated by
      reference to Exhibit 1 to Registration Statement on Form S-2
      of the registrant (File No. 33-67686).

      10(o)Agreement and Plan of Reorganization dated November 9, 1993, as
      amended January 6, 1994, among Trans Financial Bancorp, Inc.,  Trans
      Financial   Acquisition
      Corporation and Kentucky Community Bancorp, Inc. is  incorporated
      by  reference  to  Exhibit  2  to  the  Registration
      Statement on Form S-4 of the registrant (File No. 33-51575).

      10(p)Agreement and Plan of Reorganization and Plan of Merger dated
      December 27, 1993 between Trans Financial  Bancorp,  Inc.  and Peoples
      Financial Services,  Inc.  is incorporated  by reference to Exhibit 2
      of the  registrant's  Report on Form 8-K dated January 10, 1994.
<PAGE>

      10(q)Agreement and Plan of Reorganization and Plan of Merger dated January
      28, 1994 between Trans Financial
      Bancorp,  Inc.  and FGC Holding Company is  incorporated  by
      reference  to  Exhibit  2(a) and 2(b)  of  the  registrant's
      Report on Form 8-K dated February 18, 1994.


      11  Statement of Computation of Per Share Earnings        **

      21   List of Subsidiaries of the Registrant               **

      23   Consent of Independent Auditors                      **

      23(a)Consent of Independent Auditors                       6

      99   Annual Report on Form 11-K for the Trans Financial,Inc.
           Savings Investment Plan                               7-21

*  Denotes  a  management contract or compensatory plan or  arrangement  of  the
 registrant  required to be filed as an exhibit pursuant to Item 601 (10)  (iii)
 of Regulation S-K.
** Previously filed.
<PAGE>
Exhibit 23(a)
                                        
                         Consent of Independent Auditors


The Board of Directors
Trans Financial, Inc.:


  We consent to incorporation by reference in the Registration Statement No. 33-
53960  on Form S-8 of our report dated June 16, 1995, relating to the statements
of  net  assets  available  for  benefits of the  Trans  Financial,Inc.  Savings
Investment  Plan as of December 31, 1994 and 1993 and the related statements  of
changes in net assets available for benefits with fund information for the years
then  ended, which report appears in the December 31, 1994 Annual Report on Form
11-K  of  the  Trans  Financial,Inc. Savings Investment  Plan,  formeraly  Trans
Financial Bancorp Savings Investment Plan.



                       /s/ KPMG PEAT MARWICK LLP
                          KPMG PEAT MARWICK LLP



Louisville, Kentucky
June 29, 1995
<PAGE>
                        Trans Financial, Inc.

                      Annual Report on Form 10-K
                 For the Year Ended December 31, 1994


                              Exhibit 99

 Annual Report on Form 11-K for the Trans Financial,Inc. Savings Investment Plan
<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


                                    Form 11-K
                                        
                                        
 Annual Report Pursuant to Section 15(d) of The Securities Exchange Act of 1934




For the fiscal year ended December 31, 1994  Commission File Number 0-13030




                  Trans Financial,Inc. Savings Investment Plan
                              (Exact name of plan)





                              Trans Financial, Inc.
                      (Exact name of issuer of securities)
                                        
                              500 East Main Street
                            Bowling Green, KY  42101
<PAGE>
                                    SIGNATURE

  Pursuant  to  the  requirements of the Securities Exchange Act  of  1934,  the
trustees (or other persons who administer the employee benefit plan) have caused
this  report  to  be  signed  on  its behalf by the  undersigned  hereunto  duly
authorized.

                              Trans Financial,Inc. Savings Investment Plan
                                             (Name of Plan)



                                          By: /s/ Roger E. Lundin
                                             Roger E. Lundin
                                             Senior Vice President
                                               and Plan Administrator

                                             Date: June 29, 1995
<PAGE>
                                        
                                        
                                        
                                        
                              TRANS FINANCIAL,INC.
                             SAVINGS INVESTMENT PLAN
                                        
                       Financial Statements and Schedules
                                        
                           December 31, 1994 and 1993
                                        
                    With Independent Auditors' Report Thereon
<PAGE>
                              TRANS FINANCIAL,INC.
                             SAVINGS INVESTMENT PLAN
                                        
                          Index to Financial Statements
                                  and Schedules

                                                        Page(s)

Independent Auditors' Report                               12

Statements of Net Assets Available for Benefits
 as of December 31, 1994 and 1993                       13 - 14

Statements of Changes in Net Assets Available for Benefits
 for the years ended December 31, 1994 and 1993         15 - 16

Notes to Financial Statements                           17 - 19


                                                      Schedule(s)

Item 27a - Schedule of Assets Held for Investment Purposes -
 December 31, 1994                                         A

Item 27d - Schedule of Reportable Transactions - Year ended
 December 31, 1994                                         D



Other  schedules as required by Items 27(b), (c), (e) and (f) of Form 5500  have
been omitted because they are not applicable.


<PAGE>






                          Independent Auditors' Report
                                        

The Plan Committee
Trans Financial,Inc.
 Savings Investment Plan:


We have audited the accompanying statements of net assets available for benefits
of  the  Trans Financial,Inc. Savings Investment Plan (formerly Trans  Financial
Bancorp Savings Investment Plan)(Plan) as of December 31, 1994 and 1993, and the
related statements of changes in net assets available for benefits for the years
then  ended.   These financial statements are the responsibility of  the  PlanOs
management.   Our  responsibility is to express an opinion  on  these  financial
statements based on our audits.

We   conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles used and significant  estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In  our  opinion, the financial statements referred to above present fairly,  in
all  material respects, the net assets available for benefits of the Plan as  of
December 31, 1994 and 1993, and the changes in net assets available for benefits
for  the  years  then  ended  in conformity with generally  accepted  accounting
principles.

Our  audits  were performed for the purpose of forming an opinion on  the  basic
financial  statements taken as a whole.  The supplemental  schedules  of  Assets
Held  for Investment Purposes and Reportable Transactions are presented for  the
purpose  of  additional  analysis and are not  a  required  part  of  the  basic
financial  statements  but  are  supplementary  information  required   by   the
Department  of Labor's Rules and Regulations for Reporting and Disclosure  under
the  Employee  Retirement Income Security Act of 1974.  The fund information  of
net  assets  available for benefits and the changes in net assets available  for
benefits is presented for purposes of additional analysis rather than to present
the  net  assets available for benefits and changes in net assets available  for
plan  benefits  of  each fund.  The supplemental schedules and fund  information
have  been  subjected to the auditing procedures applied in the  audits  of  the
basic  financial  statements  and, in our opinion,  are  fairly  stated  in  all
material  respects  in  relation to the basic financial statements  taken  as  a
whole.





Louisville, Kentucky
June 16, 1995
<PAGE>
                              TRANS FINANCIAL,INC.
                             SAVINGS INVESTMENT PLAN
                                        
      Statement of Net Assets Available for Benefits With Fund Information
<TABLE>
<CAPTION>
                                        
                                December 31, 1994
                                        
                                            Fund Information


                                         Income                       Aggressive
                         Stock   Income  Growth   Balanced     Growth     Growth   Clearing         Total

  Assets
<S>                 <C>          <C>    <C>        <C>        <C>        <C>         <C>        <C>

Investments, at fair value:
  Trans Financial Inc.
  Common stock      $3,762,408        -       -          -          -          -          -     3,762,408
  Mutual funds               -   39,015 176,633    897,693    542,481    364,178          -     2,020,000
  Cash equivalents     238,594    4,337   3,874     66,297     63,797     42,717     25,156       444,772
  Total investments $4,001,002   43,352 180,507    963,990    606,278    406,895     25,156     6,227,180


Accrued Investment income  938      244     676      3,640      1,493        801        160         7,952
Contribution receivable
  from employees        19,389      262     944      7,190      8,072      6,464         -         42,321
Contribution receivable
  from employer         33,412        -       -          -          -          -          -        33,412
Other assets             3,646        -       -          -          -          -          -         3,646

Net assets available
  for benefits      $4,058,387   43,858 182,127    974,820    615,843    414,160     25,316     6,314,511
</TABLE>
<PAGE>

                              TRANS FINANCIAL,INC.
                             SAVINGS INVESTMENT PLAN
                                        
      Statement of Net Assets Available for Benefits With Fund Information
<TABLE>
<CAPTION>
                                        
                                December 31, 1993
                                        
                                             Fund Information
                                        





                                                       Guaranteed
                                       Growth          Investment
                              Stock    Equity     Bond   Contract       Total

  Assets

Investments, at fair value:
<S>                      <C>          <C>      <C>        <C>       <C>
  Trans Financial, Inc.
  Common stock           $4,224,331         -        -          -   4,224,331
  Cash equivalents           22,306   838,733  331,875    428,554   1,621,468
     Total investments   $4,246,637   838,733  331,875    428,554   5,845,799

Interfund receivable
  (payable)                 (4,003)         -        -      4,003           -
Accrued investment income    31,613       658      206        476      32,953
Contribution receivable
  from employer             (5,944)     5,696    2,578      1,752       4,082

Net assets available
  for benefits           $4,268,303   845,087  334,659    434,785   5,882,834
</TABLE>
<PAGE>

                              TRANS FINANCIAL,INC.
                             SAVINGS INVESTMENT PLAN
                                        
 Statement of Changes in Net Assets Available for Benefits With Fund Information
<TABLE>
<CAPTION>
                                        
                          Year ended December 31, 1994
                                        
                                             Fund Information
                                        Guaranteed
                          Growth        Investment         Income                  Aggressive
                    Stock Equity    BondContract  Income   Growth Balanced   Growth  GrowthClearing    Total

 Assets

Additions:
 Dividends of
  Trans Financial,
<S>             <C>       <C>    <C>     <C>    <C>     <C>      <C>       <C>      <C>      <C>   <C>
  Inc.
  Common stock   $157,770      -       -      -        -        -        -        -       -       -  157,770
 Interest and
  other dividends   6,631      -       -      -    2,096    8,896   35,349   19,915   8,445   1,997   83,329
 Net realized
  and unrealized
  depreciation in
  fair value    (989,306)      -       -      -  (2,600) (10,799) (33,877) (20,330) (8,006)       -(1,064,918)
 Contributions from
  employer        482,772      -       -      -        -        -        -        -       -          482,772
 Contributions from
  employees       281,844      -       -      -    6,978   23,572  164,025  176,992 144,505       -  797,916
                $(60,289)      -       -      -    6,474   21,669  165,497  176,577 144,944   1,997  456,869

Deductions:
 Benefits paid to
  participants    517,075 18,158  14,843 26,602    2,043   24,166   11,865  121,794   7,273 223,004  966,823

Net increase (decrease) prior to
 KCB and
  Interfund
  transfers     (577,364)(18,158)(14,843)(26,602)  4,431  (2,497)  153,632   54,783 137,671(221,007)(509,954)
 Transfer
  from KCB         47,712      -       -      -    7,390   60,452  400,281  124,221  55,252 246,323   941,631
 Interfund
  transfers       319,736 (826,929)(319,816)(408,183)32,037 124,172 420,907  436,839 221,237       -        -
Net increase
 (decrease)     (209,916)(845,087)(334,659)(434,785)43,858182,127  974,820  615,843 414,161  25,316  431,677
Net assets available
 for benefits
 at beginning
 of year        4,268,303 845,087  334,659  434,785        -        -        -        -       -       -5,882,834

Net assets available
 for benefits at
 end of year   $4,058,387      -       -      -   43,858  182,127  974,820  615,843 414,160  25,3166,314,511
</TABLE>
<PAGE>

                               TRANS FINANCIAL,INC.
                             SAVINGS INVESTMENT PLAN
                                        
 Statement of Changes in Net Assets Available for Benefits With Fund Information
<TABLE>
<CAPTION>
                                        
                          Year Ended December 31, 1993

                                            Fund Information
                                                       Guaranteed
                                       Growth          Investment
                              Stock    Equity     Bond   Contract       Total

       Assets
Additions:
<S>                       <C>         <C>      <C>        <C>      <C>
  Dividends of Trans Financial, Inc.
  Common Stock$             118,431         -        -          -     118,431
  Interest and
     other dividends          2,148    16,568   23,783      1,856      44,355
  Net realized and unrealized
     appreciation in
     fair value             176,429    25,540    3,200     20,301     225,470
  Contributions
     from employer          350,163         -        -          -     350,163
  Contributions
     from employee          293,352   124,923   64,773     39,897     522,945
                            940,523   167,031   91,756     62,054   1,261,364

Interfund transfers         119,199   (69,204) (28,201)   (21,794)          -

Deductions:
  Benefits paid
     to participants        103,748    74,391    6,498     33,122     217,759
  Miscellaneous expenses     15,728     3,362    1,444      1,898      22,432
                            119,476    77,753    7,942     35,020     240,191

Net increase prior to
  interfund transfers       821,047    89,278   83,814     27,034   1,021,173

Net increase                940,246    20,074   55,613      5,240   1,021,173

Net assets available
  for benefits at
  beginning of year       3,328,057   825,013  279,046    429,545   4,861,661

Net assets available
  for benefits at
  the end of year$        4,268,303   845,087  334,659    434,785   5,882,834
</TABLE>
<PAGE>

                              TRANS FINANCIAL,INC.
                             SAVINGS INVESTMENT PLAN
                                        
                        Notes to the Financial Statements
                        Two Years Ended December 31, 1994

1.Description of the Plan

     a.   General
  
     The  Trans  Financial,Inc. Savings Investment Plan (Plan) is a contributory
       defined  contribution plan which covers substantially  all  employees  of
       Trans   Financial,   Inc.  (the  Company)  and  its  subsidiaries   whose
       compensation  is not determined by collective bargaining.  The  plan  was
       formerly  known  as the Trans Financial Bancorp Savings Investment  Plan.
       The  plan's  name was changed to reflect the name change  of  the  plan's
       sponsor.
  
     The  Plan  is  subject to the provisions of the Employee Retirement  Income
       Security Act of 1974 (ERISA).
  
     The  Company  has the right under the Plan to discontinue all contributions
       at  any  time  and  terminate the Plan.  In the event that  the  Plan  is
       terminated,   the  net  assets  of  the  Plan  will  be  distributed   to
       participants in the amounts of the participantsO account balances  valued
       as of the termination date.
     
     b.   Contributions
     
     The  Plan is funded through employee contributions.  Participants may elect
       to  contribute from 1% to 10% of their compensation up to a  maximum,  as
       prescribed  by  the  Internal  Revenue  Code,  for  any  calendar   year.
       Participants  may  elect  to invest in any of six  available  options  in
       increments  of  5%.  Contributions made by participants are  intended  to
       qualify  as  cash or deferred arrangements under Section  401(k)  of  the
       Internal Revenue Code.
     
     The  Company  matches  employee contributions up to 4%  of  the  employeeOs
       salary.  Employer contributions are invested, to the extent possible,  in
       the Stock Fund.
     
     c.   Participant Accounts
     
     Each  participant's  account  is credited with employee  contributions  and
       employer   contributions  and  an  allocation  of   plan   earnings   and
       forfeitures of terminated participantsO nonvested accounts.  The  benefit
       to  which  a participant is entitled is the benefit that can be  provided
       from the participantOs account.
     
     d.   Vesting and Benefit Payments
     
     All  participants  are fully vested in employee contributions  and  related
       earnings.   Employees  have a vested interest in  the  employer  matching
       contribution  and  related  earnings in  accordance  with  the  following
       schedule:
<PAGE>
     
      Years                                    Vested
      of service                              percentage
      Less than 2                                 0%
      2 but less than 3                          20%
      3 but less than 4                          40%
      4 but less than 5                          60%
      5 but less than 6                          80%
      6 or more                                  100%
<PAGE>
                                        
                              TRANS FINANCIAL,INC.
                             SAVINGS INVESTMENT PLAN
                                        
                        Notes to the Financial Statements

1.Description of the Plan - Continued
     
     Upon  termination of service, a participant may elect to receive the  value
       of  his  or  her account in a lump-sum distribution or periodic  payments
       over  a  period  not to exceed the life expectancy of the participant  or
       his or her beneficiary.
     
     The  foregoing  description of the Plan provides only general  information.
       Participants  should  refer to the Plan agreement  for  a  more  complete
       description  of  the  PlanOs provisions.  Copies are available  from  the
       Company.
     
     On  July  1,  1994,  the Kentucky Community Bancorp, Inc. 401(k)  Plan  was
       merged into this Plan.  The amount of funds transferred to this Plan  was
       $941,631.

2.   Summary of Significant Accounting Policies

     The financial statements of the Plan are prepared on the accrual basis.

     a.   Investments

     The  PlanOs  investments, held by the trustee, are stated at fair value  as
        reported  by  the  Trustee, using published quotations and  other  data.
        The  Plan was amended effective January 1, 1994 to include the following
        investment options:  an Employer Stock Fund, an Income Fund,  an  Income
        Growth  Fund,  a  Balanced Fund, a Growth Fund and an Aggressive  Growth
        Fund.   Purchases and sales of securities are recorded on  a  trade-date
        basis.

     b.   Payment of Benefits

          Benefits are recorded when paid.

3.   Investments

     The  fair value of individual investments at December 31, 1994 and 1993 are
     summarized as follows:
                                       December 31
                                              1994                1993
          Trans Financial, Inc.
             Common Stock            $3,762,408(A)           4,224,331
          Federated Short Inter. Govt.     152,384                   _
          Federated High Yield             174,324                   _
          Federated Inter. Govt.           183,119                   _
          Fidelity Investment Grade Bond   189,062                   _
          Fidelity Equity Growth        352,030(A)                   _
          Fidelity Growth & Income         201,001                   _
          Fidelity Blue Chip Growth     351,353(A)                   _
          Federated Index Trust Minicap    226,803                   _
          Federated GNMA                   119,020                   _
          Fidelity Overseas                 70,904                   _
          Cash equivalents              444,772(A)           1,621,468
                                         6,227,180           5,845,799

          (A)  This investment individually represents 5% or more of net  assets
          at year-end.
<PAGE>
                              TRANS FINANCIAL,INC.
                             SAVINGS INVESTMENT PLAN
                                        
                        Notes to the Financial Statements

4.Income Tax Status

  The  Internal  Revenue Service has determined and informed the  Company  by  a
    letter dated July 11, 1989, that the Plan and related trust are designed  in
    accordance  with  applicable sections of the Internal  Revenue  Code  (IRC).
    The  Plan  has  been  amended  since  receiving  the  determination  letter.
    However, the Plan administrator and the PlanOs tax counsel beleive that  the
    Plan  is  designed  and is currently being operated in compliance  with  the
    applicable requirements of the IRC.
  
5.Reconciliation of Financial Statements to Form 5500

  The  Department  of  Labor  requires that amounts  allocated  to  accounts  of
    persons  who  have elected to withdraw from the plan but have not  yet  been
    paid  be  reported  as a liability on Form 5500.  Under  generally  accepted
    accounting principles, these amounts are not accrued as a liability and  are
    not included in distributions paid.
  
  The  following  is a reconciliation of net assets available for  benefits  per
    the financial statements to the Form 5500:
                                                  December 31,
                                                1994       1993
      
      Net assets available for benefits
        per the financial statements        $6,314,511  5,882,834
      Amounts allocated to
        withdrawing participants             (144,752)  (167,695)
      
      Net assets available for benefits
        per the Form 5500                   $ 6,169,759 5,715,139
      
      
  The  following  is a reconciliation of benefits paid to participants  per  the
    financial statements to the Form 5500:
                                                   Year ended
                                                 December 31, 1994
      Benefits paid to participants per
        the financial statements                    $966,823
      Add:  Amounts allocated to withdrawing
        participants at December 31, 1994           144,752
      Less:  Amounts allocated to withdrawing
        participants at December 31, 1994           (167,695)
      Benefits paid to participants per
        the Form 5500                            $  943,880
<PAGE>
      
6.Related Party Transactions
  
  Plan  investments include shares of the Company's stock.  The Company's  trust
    department  is  the  trustee  as defined by the  Plan  and  therefore,  this
    transaction  qualifies as party-in-interest.  Also, administrative  services
    and related expenses were provided at no charge by the Company.
      
<PAGE>
      
           Item 27a - Schedule of Assets Held for Investment Purposes
                   Employer Identification Number:  61-0156617
                      Plan Year Ending:  December 31, 1994
                                Plan Number:  001
                                                                                
                                                                      Schedule A

                              TRANS FINANCIAL,INC.
                             SAVINGS INVESTMENT PLAN



                      Number of                               Current
                      shares or units      Cost     value


 Trans Financial, Inc.
   Common Stock       289,416        $             2,834,423      3,762,408
 Federated Short Inter. Govt.            15,073     153,367         152,384
 Federated High Yield                    20,877     176,351         174,324
 Federated Inter. Govt.                  18,294     192,138         183,119
 Fidelity Investment Grade Bond          27,600     205,564         189,062
 Fidelity Equity Growth                  12,322     356,161         352,030
 Fidelity Growth & Income                 9,531     209,786         201,001
 Fidelity Blue Chip Growth               13,540     347,681         351,353
 Federated Index Trust Minicap           20,036     231,579         226,803
 Federated  GNMA                         11,357     127,004         119,020
 Fidelity Overseas                        2,597      72,069          70,904
 Cash equivalents                       444,772     444,772         444,772
                                                 $5,350,895       6,227,180

<PAGE>




                 Item 27d - Schedule of Reportable Transactions
                   Employer Identification Number:  61-0156617
                      Plan Year Ending:  December 31, 1994
                                Plan Number:  001
                                                                                
                                                                  Schedule D

                              TRANS FINANCIAL,INC.
                             SAVINGS INVESTMENT PLAN

                                                                          
 Description     Purchase        Selling                     Fair     Net Gain
  of Asset         Price          Price        Cost of      Value      (Loss)
                                                Asset
                                                                          
Trans           $676,339             -         676,399     676,399        -
Financial,     
Inc. Common
Stock
                                                                           
Federated        344,351             -         344,351     344,351        -
 Inter. Govt.         -          144,908       152,213     152,213     (7,305)
Fidelity Equity                                                            
Growth           469,583               -       469,583     469,583        -    
                      -          113,937       113,422     113,422      515
Fidelity Blue                                                              
Chip Growth      355,176               -       355,176     355,176        -
                      -            7,607         7,495       7,495      112
Federated Index                                                            
Trust Minicap     309,190              -       309,190     309,190        -
                       -          75,226        77,611      77,611     (2,385)
                                                                           
Federated          234,040              -       234,040     234,040        -
Maxcap
                         -        231,491       234,040     234,040     (2,549)
Federated Govt                                                             
Trust Fund       2,890,267              -      2,890,267   2,890,267       -
                         -       2,492,957     2,492,957   2,492,957       -
                                                                       







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