SMITH HAYES TRUST INC
N-14/A, 1995-10-10
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IN ACCORDANCE  WITH RULE 202 OF REGULATION S-T, THIS  REGISTRATION  STATEMENT IS
BEING FILED IN PAPER PURSUANT TO A CONTINUING HARDSHIP EXEMPTION.

    As filed with the Securities and Exchange Commission on June 6, 1995
                                               Securities Act File No. 33-92012

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form N-14

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

 X  Pre-Effective Amendment No. 1     ---  Post-Effective Amendment No. -----
 --                                                                          

                        (Check appropriate box or boxes)

                            SMITH HAYES Trust, Inc. 
               (Exact Name of Registrant as specified in Charter)

                                                   (402) 476-3000 
                        (Area Code and Telephone Number)

          500 Centre Terrace, 1225 "L" Street, Lincoln, Nebraska 68508
                    (Address of Principal Executive Offices:
                     Number, Street, City, State, Zip Code)

                                Thomas C. Smith
                            SMITH HAYES Trust, Inc.
          500 Centre Terrace, 1225 "L" Street, Lincoln, Nebraska 68508
                    (Name and Address of Agent for Service)
                                With a copy to:
                                 Donald F. Burt


                  Cline, Williams, Wright, Johnson & Oldfather
                          1900 FirsTier Bank Building
                              13th and "M" Streets
                            Lincoln, Nebraska 68508

         Approximate  date of proposed public  offering:  As soon as practicable
after the  Registration  Statement  under  the  Securities  Act of 1933  becomes
effective.

         The Registrant hereby amends this  Registration  Statement on such date
or dates as may be necessary to delay its  effective  date until the  Registrant
shall file a further amendment which specifically  states that this Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the Securities  Act of 1933 or until this  Registration  Statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.



<PAGE>


                                   SIGNATURES

         As required by the Securities Act of 1933, this Registration  Statement
has been signed on behalf of the  Registrant  in the City of  Lincoln,  State of
Nebraska, on the 5th day of June, 1995.

                                                 SMITH HAYES Trust, Inc.
                                                 Thomas C. Smith, Chairman



                                                 By: -------------------------
                                                    Jean B. Norris
                                                    Attorney-in-fact

         As required by the Securities Act of 1933, this Registration  Statement
has been signed by the following persons in the capacities  indicated on June 6,
1995.


Signature

- -------------------------------------
Thomas C. Smith
Chairman, President, Principal Executive
Officer, Principal Financial and
Accounting Officer and Treasurer

- -------------------------------------            By:--------------------------
                                                   Jean B. Norris
Thomas D. Potter                                   Attorney-in-fact
Director

- -------------------------------------
Thomas R. Larsen
Director

- -------------------------------------
Dale C. Tinstman
Director





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