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, 1997   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)793-7717

        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 February 18, 1998: $397,830,739.

The number of shares outstanding of the issuer's class of common stock on
February 18, 1998: 11,641,651 shares.

Document Incorporated By Reference
Portions  of  the  registrant's  Proxy  Statement  for  the  Annual  Meeting  of
Shareholders  to be held on April 20, 1998 are  incorporated  by reference  into
Part III of this report.


The  registrant's  Annual  Report on Form 10-K is hereby  amended to include the
following:
   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.


<PAGE>




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(previously filed) 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 3 and 4 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
       No reports on Form 8-K were filed during the fourth quarter of 1997.

   (c) Exhibits
       The  exhibits  listed on the Exhibit  Index on pages 3 and 4 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.








                                    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: July 1, 1998


<PAGE>



Exhibits

   3(a)    Restated   Articles   of   Incorporation   of  the   registrant   are
           incorporated by reference to Exhibit 4(a) of the registrant's  report
           on Form 10-Q for the quarter ended March 31, 1995.

   3(b)    Articles of Amendment to the Restated  Articles of  Incorporation  of
           the registrant are  incorporated  by reference to Exhibit 4(b) of the
           registrant's  report on Form  10-Q for the  quarter  ended  March 31,
           1995.

   3(c)    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(a)    Rights Agreement dated January 20, 1992 between Manufacturers Hanove
           Trust Company and Trans Financial, Inc.* **

   4(b)    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).

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

   10(a)   Trans Financial, 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, Inc. 1990 Stock Option Plan.* **

   10(c)   Trans Financial, Inc. 1992 Stock Option Plan.* **

   10(d)   Trans Financial, 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,
           Inc. is incorporated by reference to Exhibit 10(e)
           of the registrant's Report on Form 10-K for the year ended 
           December 31, 1995.*

   10(f)   Description of the registrant's Performance Incentive Plan is
           incorporated by reference to Exhibit 10(f) of the
           registrant's Report on Form 10-K for the year ended
           December 31, 1996.*

   10(g)   Form of Deferred Compensation Agreement between registrant and Vince
           A. Berta, Barry D. Bray, James G. Campbell, Tommy W. Cole, Roger E.
           Lundin, Michael L. Norris,  Jay B. Simmons and certain other 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(h)   Trans Financial, 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).

   10(i)   Loan Agreement  dated as of July 6, 1993 between First Tennessee Bank
           National  Association  and Trans  Financial,  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(j)   Distribution  Agreement dated September 28, 1995 between  Registrant,
           Trans  Financial   Bank,  N.A.  and  Donaldson,   Lufkin  &  Jenrette
           Securities  Corporation is incorporated by reference to Exhibit 10(a)
           of the  registrant's  report  on  Form  10-Q  for the  quarter  ended
           September 30, 1995.

   10(k)   Fiscal and Paying Agency Agreement dated September 28, 1995 between
           Trans Financial Bank, N.A. and First Fidelity Bank, N.A. is
           incorporated by reference to Exhibit 10(b) of the registrant's report
           on Form 10-Q for the quarter ended September 30, 1995.

   10(l)   1995 Executive  Stock Option Plan is incorporated by reference to the
           registrant's  Proxy  Statement dated March 9, 1995, for the April 24,
           1995, Annual Meeting of Shareholders.*

   10(m)   Investment and Financial Advisory Services Agreement between Trans
           Financial Bank, National Association, and Mastrapasqua & Associates,
           Inc. is incorporated by reference to Exhibit 10(n) of the
           registrant's Report on Form 10-K for the year ended
           December 31, 1996.*

   10(n)   Form of Retention Agreements between Registrant and Vince A. Berta, 
           James G. Campbell, Tommy W. Cole, Ronald Szejner,  and certain other 
           officers is incorporated by reference to Exhibit 10(o) of the
           registrant's Report on Form 10-K for the year ended 
           December 31, 1996.*

   10(o)   1996 Directors Stock Compensation Plan is incorporated by reference
           to Exhibit 10(n) of the registrant's report on Form
           10-Q for the quarter ended March 31, 1996.*

   10(p)   1996  Consolidated  Stock Option Plan is incorporated by reference to
           the  registrant's  Proxy  Statement  dated February 28, 1997, for the
           April 28, 1997 Annual Meeting of Shareholders.*

   10(q)   Summary of 1997 Trans Financial Leadership Incentive Plan is
           incorporated by reference to Exhibit 10 of the registrant's report on
           Form 10-Q for the quarter ended June 30, 1997.*

   10(r)   Amendment to 1995 Executive Stock Option Plan is incorporated by
           reference to Exhibit 10(a) of the registrant's report
           on Form 10-Q for the quarter ended September 30, 1997.*

   10(s)   Agreement dated September 30, 1997,  between registrant and executive
           officer  is  incorporated  by  reference  to  Exhibit  10(b)  of  the
           registrant's  report on Form 10-Q for the quarter ended September 30,
           1997.*

   10(t)   First Amendment to Directors' Stock Compensation Plan adopted
           December 15, 1997.* **

   11      Statement Regarding Computation of Per Share Earnings.**

   21      List of Subsidiaries of the Registrant.**

   23      Consent of Independent Auditors.**

   23(a)   Consent of Independent Auditors

   27      Financial Data Schedule (for SEC use only).**

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

   *   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.