Manatron Form S-8/A#1 (Reg No. 33-15777)

Registration No. 33-15777

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________

POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MANATRON, INC.
(Exact Name of Registrant as Specified in Its Charter)
__________________

Michigan
(State or Other Jurisdiction of
Incorporation or Organization)

  

38-1983228
(I.R.S. Employer
Identification Number)
     

510 East Milham Road
Portage, Michigan
(Address of Principal Executive Offices)

  


49002
(Zip Code)

1986 Incentive Stock Option Plan
(Full Title of the Plan)

G. William McKinzie
President and Chief Operating Officer
Manatron, Inc.
510 East Milham Road
Portage, Michigan 49002

Copies to:

Stephen C. Waterbury
Warner Norcross & Judd LLP
900 Fifth Third Center
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487

(Name and Address of Agent For Service)
(269) 567-2900
(Telephone Number, Including Area Code, of Agent For Service)
 

This post-effective amendment is effective upon its filing with the Commission.












REMOVAL OF SECURITIES FROM REGISTRATION AND
TERMINATION OF REGISTRATION STATEMENT


          This Post-Effective Amendment No. 1 to Form S-8 Registration Statement deregisters all shares registered pursuant to, and terminates the effectiveness of, the Registrant's Form S-8 Registration Statement (No. 33-15777). The Registrant is filing this amendment in connection with the suspension of its reporting obligations under Section 15(d) of the Securities and Exchange Act of 1934.


Item 8.          Exhibits

Exhibit Number

               Description
     
 

24

Powers of Attorney.















SIGNATURES

                    Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portage, State of Michigan, on this 31st day of March, 2008.

 

MANATRON, INC.
   
   
 

By:

 /s/ G. William McKinzie
   

G. William McKinzie
Its President and Chief Operating Officer



                    Pursuant to the requirement of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
/s/ Paul R. Sylvester
  

Director, Chief Executive Officer and
Co-Chairman (Principal Executive
Officer)

March 31, 2008

Paul R. Sylvester

    
       
       
/s/ Krista L. Inosencio
  

Chief Financial Officer (Principal Financial and Accounting Officer)

March 31, 2008

Krista L. Inosencio

    
       
       
/s/ W. Scott Baker
  

Director

March 31, 2008

W. Scott Baker*

    
       
       
/s/ Gene Bledsoe
  

Director

March 31, 2008

Gene Bledsoe*

    
       
       
/s/ Richard J. Holloman
  

Director

March 31, 2008

Richard J. Holloman*

    
       
       
/s/ Randall L. Peat
  

Director

March 31, 2008

Randall L. Peat*

    
       
       
/s/ Stephen C. Waterbury
  

Director

March 31, 2008

Stephen C. Waterbury*

    
       


*By

 /s/ G. William McKinzie
  
 

G. William McKinzie, Attorney-in-Fact

  




EXHIBIT INDEX


Exhibit Number

               Description
     
 

24

Powers of Attorney.