EXHIBIT 8.3

                         [KELLER & COMPANY LETTERHEAD]

April 2, 1997

Board of Directors
Montgomery Savings, A Federal Association
119 E. Main Street
P.O. Box 776
Crawfordsville, Indiana 47933-0776

Re:      Subscription Rights -- Montgomery Financial Corporation
                             Crawfordsville, Indiana

Gentlemen:

The  purpose  of this  letter  is to  provide  an  opinion  of the  value of the
subscription  rights of the "to be issued" common stock of Montgomery  Financial
Corporation  ("Montgomery" or the  "Corporation"),  Crawfordsville,  Indiana, in
regard to the conversion of Montgomery Mutual Holding from a federally-chartered
mutual holding company to a  federally-chartered  stock savings and loan holding
company.

Because  the  Subscription   Rights  to  purchase  shares  of  Common  Stock  in
Montgomery,  which are to be issued to the depositors of Montgomery  Savings and
the other members of Montgomery  Savings and will be acquired by such recipients
without cost, will be nontransferable  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 Direct Community Offering,
we are of the opinion 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.

Further,  it is our opinion that the  Subscription  Rights will have no economic
value on the date of distribution  or at the time of exercise,  whether or not a
community offering takes place.

Sincerely,

KELLER & COMPANY, INC.

/s/ Michael R. Keller

Michael R. Keller
President