EXHIBIT 8.3

                   OPINION OF CAPITAL RESOURCES GROUP, INC.
                    AS TO THE VALUE OF SUBSCRIPTION RIGHTS

 
                                                                     EXHIBIT 8.3


 
                         Capital Resources Group, Inc.
1211 Connecticut Ave., N.W. * Suite 200 * Washington, DC 20036 * Tel (202) 466-
                           5685 * Fax (2020) 466-5695



                                 March 18, 1998



Board of Directors
Peoples Building and Loan Association
819 Main Street
Tell City, IN 47586

Dear Board Members:

   All capitalized terms not otherwise defined in this letter have the meanings
given such terms in the Plan of Conversion adopted by the Board of Directors of
Peoples Building and Loan Association ("Association") on January 14, 1998.

   It is our understanding that, pursuant to Office of Thrift Supervision
regulations, subscription rights are non-transferable.  Persons violating such
prohibition may lose their right to purchase stock in the Conversion and be
subject to other possible sanctions.

   Because the Subscription Rights to purchase shares of common stock in the
Association to be issued to the  depositors of the Association and to other
members of the Association will be acquired by such recipients without cost,
will be non-transferable and of short duration, and will afford the recipients
the right only to purchase shares of common stock at the same price as will be
paid by members of the general public in a Community Offering, we believe that:

   (1) the Subscription Rights will have no ascertainable fair market value and,

   (2) the price at which the Subscription Rights are exercisable will not be
       more or less than the fair market value of the shares on the date of the
       exercise.

                              Very truly yours,

                              CAPITAL RESOURCES GROUP, INC.

                              /s/ Capital Resources Group, Inc.

MBS/epw