content: <PAGE>   1
      As filed with the Securities and Exchange Commission on May 30, 1996
                                                     Registration No. 333-________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                               ----------------------
  
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                               ----------------------
  
                             VECTRA BANKING CORPORATION
               (Exact name of registrant as specified in its charter)
  
           COLORADO                          6022                  84-1087703
  (State or other jurisdiction of (Primary standard industrial  (I.R.S. Employer
  incorporation or organization)   classification code number) Identification No.)
  
                      1650 SOUTH COLORADO BOULEVARD, SUITE 320
                               DENVER, COLORADO 80222
                                   (303) 782-7440
           (Address, including zip code, and telephone number, including
              area code, of registrant's principal executive offices)
  
                               ----------------------
  
                        INCENTIVE STOCK PURCHASE AGREEMENTS
                             (Full titles of the plans)
  
                               ----------------------
  
                            COPIES OF COMMUNICATIONS TO:
  
    GARY S. JUDD, PRESIDENT                              
  VECTRA BANKING CORPORATION                               REID A. GODBOLT, ESQ.
  1650 SOUTH COLORADO BOULEVARD                             JONES & KELLER, P.C.
          SUITE 320                                      1625 BROADWAY, SUITE 1600
  DENVER, COLORADO 80222                                   DENVER, COLORADO 80202
           (303) 782-7440                                       (303) 573-1600
                                                         
  
                 (Name, address, including zip code, and telephone
                 number, including area code, of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ==============================================================================================================================
        Title of each class of            Amount to            Proposed maximum         Proposed maximum           Amount of
     securities to be registered        be registered           offering price              aggregate            registration
                                                                  per share              offering price              fee(1)
  - -----------------------------------------------------------------------------------------------------------------------------
    <S>                                    <C>                       <C>                     <C>                     <C>
    Common Stock, par value $0.01          30,000                    $.01                    $300.00                 $100
    per share
  ==============================================================================================================================
  </TABLE>
  
  (1)      Minimum filing fee as required by Section 6(b) of the Securities Act
           of 1933.
  
  ================================================================================
  <PAGE>   2
                             VECTRA BANKING CORPORATION
  
                        INCENTIVE STOCK PURCHASE AGREEMENTS
  
            Cross Reference Sheet for Prospectus Pursuant to Rule 404(a)
  
  <TABLE>
  <CAPTION>
  Form S-8
  Item No.         Item Caption                                       Heading in Prospectus
  - ---------        ------------                                       ---------------------
      <S>          <C>                                                <C>
      1            Information Required in the Section                Information Required in the Section
                   10(a) Prospectus                                   10(a) Prospectus
  
      2            Registrant Information and Employee                Incorporation of Documents by
                   Plan Annual Information                            Reference
  </TABLE>
  
  
  
  
  
  
  
                                        ii
  <PAGE>   3
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           Note:  The document(s) containing the Incentive Stock Purchase
  Agreements information required by Item I of Form S-8 will be sent or given to
  employees as specified by Rule 428 under the Securities Act of 1933, as amended
  (the "Securities Act").  In accordance with Rule 428 and the requirements of
  Part I of Form S-8, such documents are not being filed with the Securities and
  Exchange Commission (the "Commission") either as part of this Registration
  Statement or as prospectuses or prospectus supplements pursuant to Rule 424
  under the Securities Act.  The registrant shall maintain a file of such
  documents in accordance with the provisions of Rule 428.  Upon request, the
  registrant shall furnish to the Commission or its staff a copy or copies of all
  of the documents included in such file.
  
  
  
  
  
                                        iii
  <PAGE>   4
                                     PROSPECTUS    
  
                                  ----------------
  
                             VECTRA BANKING CORPORATION
                UP TO 30,000 SHARES OF COMMON STOCK, $.01 PAR VALUE
                               Issued Pursuant To The
                        INCENTIVE STOCK PURCHASE AGREEMENTS
  
  
           This Prospectus relates to 30,000 shares of Common Stock, $.01 par
  value (the "Common Stock"), of Vectra Banking Corporation (the "Company") to be
  offered for the account of the Selling Shareholders (as defined in this
  Prospectus under "Selling Shareholders").  The Common Stock to which this
  Prospectus relates was issued  to the Selling Shareholders pursuant to various
  Incentive Stock Purchase Agreements (the "Agreements").  The Selling
  Shareholders may offer to sell the Common Stock covered by this Prospectus from
  time to time at prices and upon terms then obtainable in (i) ordinary brokers'
  transactions, (ii) purchases by a broker or dealer as principal and resale by
  such broker or dealer for its account pursuant to this Prospectus, or (iii) a
  combination of any such methods of sale in each case at market prices.  See
  "Plan of Distribution."  The Selling Shareholders and any broker-dealers who
  participate in sales of Common Stock covered by this Prospectus may be deemed
  to be statutory underwriters within the meaning of the Securities Act of 1933,
  as amended (the "Securities Act").  Commissions paid or discounts or
  concessions allowed to any such broker-dealers by any person, any profits
  received from reselling the Common Stock covered by this Prospectus if any such
  broker-dealers purchases any such Common Stock as a principal, may be deemed to
  be underwriting discounts and commissions under the Securities Act.  The
  Selling Shareholders of Common Stock will pay all discounts, commissions, and
  fees incurred in selling Common Stock covered by this Prospectus, except that
  the Company will bear all expenses incident to the registration and
  qualification of the shares under the Securities Act of 1933, as amended, and
  state securities laws, on behalf of the Selling Shareholders.  The Company will
  receive no proceeds from sales by the Selling Shareholders.
  
           The Common Stock is listed on the Nasdaq National Market System under
  the symbol VTRA.  On May 28, 1996, the reported closing price of the Common
  Stock on the Nasdaq Stock Market was $12.50.
  
  
                                  ----------------
  
  
  THE SECURITIES OFFERED HEREBY ENTAIL CERTAIN RISKS WHICH SHOULD BE CONSIDERED
  BY INVESTORS.  SEE "RISK FACTORS."
  
  
                                  ----------------
  
  
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
  AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
  ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
  A CRIMINAL OFFENSE.
  
  
                                  ----------------
  
                    The date of this Prospectus is May 30, 1996
  <PAGE>   5
                                 TABLE OF CONTENTS
  
  <TABLE>
  <CAPTION>
                                                                            Page
                                                                            ----
  <S>                                                                       <C>
  AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . .    3
                                                                          
  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . .    3
                                                                          
  THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
                                                                          
  RISK FACTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
                                                                          
  USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
                                                                          
  SELLING SHAREHOLDERS  . . . . . . . . . . . . . . . . . . . . . . . . .   10
                                                                          
  PLAN OF DISTRIBUTION  . . . . . . . . . . . . . . . . . . . . . . . . .   11
                                                                          
  LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
                                                                          
  EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
  </TABLE>
  
  
  
  
  
                                         2
  <PAGE>   6
                               AVAILABLE INFORMATION
  
           The Company is subject to the informational requirements of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
  accordance therewith files periodic reports, proxy statements and other
  information with the Securities and Exchange Commission (the "Commission" or
  "SEC").  Such reports and other information concerning the Company may be
  inspected and copied at the offices of the SEC at Room 1024, 450 Fifth Street,
  N.W., Judiciary Plaza, Washington, D.C. 20549, and at the Public Reference
  Facilities in the Chicago Regional Office, Northwestern Atrium Center, 500 West
  Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and the New York
  Regional Office, 7 World Trade Center, 13th Floor, New York, New York 10048. 
  Copies of such material can be obtained from the Public Reference Section of
  the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
  
           The Company has filed with the Commission a Registration Statement
  under the Securities Act of 1933, as amended (the "Act"), with respect to the
  securities offered pursuant to this Prospectus.  For further information,
  reference is made to the Registration Statement and the exhibits thereto, which
  are available for inspection at no fee at the public reference facilities
  maintained by the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
  Washington, D.C. 20549.  Copies of the foregoing material can also be obtained
  at prescribed rates from the Public Reference Section of the Commission.
  
           The Company furnishes to its shareholders annual reports containing
  financial statements audited by its independent accountants and quarterly
  reports containing unaudited financial statements for the first three quarters
  of each fiscal year.
  
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents previously filed by the Company with the
  Commission pursuant to the Exchange Act are incorporated in this Prospectus by
  reference:
  
           a.      the Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1995, and Amendment No.  1 on Form 10-K-A;
  
           b.      the Company's Quarterly Report on Form 10-Q for the quarter
                   ended March 31, 1996;
  
           c.      the description of the Common Stock, par value $.01 per share,
                   of the Company (the "Common Stock") set forth in the
                   Registration Statement on Form 8-A, filed with the Commission
                   on March 10, 1994, including any amendment or report filed for
                   the purpose of updating such description.
  
           In addition, all documents filed by the Company pursuant to Sections
  13(a), 13(c), 14 or 15(d) of the Securities Act of 1934, as amended (the
  "Exchange Act"), subsequent to the date of this Prospectus shall be deemed to
  be incorporated herein by reference and to be a part hereof from the date of
  the filing of such documents until such time as there shall have been filed a
  post-effective amendment that indicates that all securities offered hereby have
  been sold or that deregisters all securities remaining unsold at the time of
  such amendment (such documents, and the documents enumerated above, being
  hereafter referred to as "Incorporated Documents").
  
           Any statement contained in an Incorporated Document shall be deemed to
  be modified or superseded for purposes of this Prospectus to the extent that a
  statement contained herein or in any other subsequently filed Incorporated
  Document modifies or supersedes such statement.  Any such statement so modified
  or superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Prospectus.
  
  
  
  
  
                                         3
  <PAGE>   7
           The Company hereby undertakes to provide without charge to each person
  to whom a copy of this Prospectus has been delivered, including any beneficial
  owner, on the written or oral request of any such person, a copy of any or all
  of the Incorporated Documents, other than exhibits to such documents, unless
  such exhibits are specifically incorporated by reference therein.  Requests
  shall be directed to Vectra Banking Corporation, 1650 South Colorado Boulevard,
  Suite 320, Denver, Colorado  80222, Attention: Ray  L. Nash, Chief Financial
  Officer (telephone number (303) 782-7440).  The information relating to the
  Company contained in this Prospectus does not purport to be comprehensive and
  should be read together with the information contained in the Incorporated
  Documents.
  
           NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
  REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
  MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
  BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
  SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
  WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
  SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
  UNLAWFUL.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER WILL,
  UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
  IN THE COMPANY'S AFFAIRS SINCE THE DATE OF THIS PROSPECTUS OR THAT THE
  INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT
  TO ITS DATE.
  
  
  
  
  
                                         4
  <PAGE>   8
                                    THE COMPANY
  
           The Company,  with a total of 11 banking locations through the
  Company's wholly-owned subsidiary, Vectra Bank, is the third largest
  independent Colorado-based bank holding company.  The Company was founded in
  1988 by two senior banking executives who, together with a small group of
  investors, provided $9.8 million in initial capital to the Company. The
  Company's initial objective was to acquire several strategically located but
  under performing banks and transform them into a banking system that would
  provide a broad package of products and services to its customers and growth
  potential to its shareholders. In 1989, the Company acquired its initial eight
  locations having total assets of $156 million, and in 1991 acquired a ninth
  location with total assets of $6 million.  In early 1994, the Company completed
  a public offering of 923,770 shares of Company Common Stock and 805,000 shares
  of Company 1994 preferred stock, with net proceeds totaling approximately $11.6
  million.  In November 1995, the Company acquired First Denver Corporation, a
  bank holding company whose primary operation was First National Bank of Denver,
  which is now the Company's eleventh banking location.  On December 26, 1995,
  the Company entered into an Agreement and Plan of Merger to acquire by merger
  Bank Land Co., a Colorado bank holding company which operates and owns
  approximately 92% of Southwest State Bank, which operates a single location
  bank in Denver, Colorado.  The purchase price is estimated at $22,356,000,
  although it is subject to change.  Consummation of the merger is subject to
  shareholder approvals by Bank Land Co., Southwest State Bank, and the Company.
  At December 31, 1995, the Company had total consolidated assets of
  approximately $419 million and shareholders' equity of approximately $30.9
  million.
  
           The Company intends to continue to pursue a growth strategy, with the
  goal of maintaining and expanding a well- capitalized, customer-focused
  financial institution.  Management believes that the executive management team,
  distribution network and operational systems support are in place to achieve
  this goal.  The Company expects to continue its growth strategy during the next
  few years through a combination of internal growth and acquisitions.
  Management of Vectra Bank also believes that increased consolidation and
  regulatory burdens are likely to lead owners of community banks to explore the
  possibility of a combination with a broader-based bank holding company such as
  the Company.
  
           The Company's operating strategy is to continue to build a growing,
  profitable community banking network. The principal elements of this strategy
  are (i) focusing on the financial service needs of consumers and
  small-to-medium-size businesses by combining the elements of service
  traditionally found in community banks with product lines typically found in
  large banks, (ii) emphasizing high quality customer service in all aspects of
  operations, (iii) maintaining high asset quality and (iv) achieving
  efficiencies through centralized administrative and support functions.
  
           Vectra Bank is a Colorado banking corporation which is wholly-owned by
  the Company.  Vectra Bank is the Company's only bank subsidiary.  Vectra Bank
  owns and operates all of the 11 banking locations of the Company.  The
  Company's executive offices are located at 1650 South Colorado Boulevard, Suite
  320, Denver, Colorado  80222, and its telephone number is 303-782-7440.
  
  
  
  
  
                                         5
  <PAGE>   9
                                    RISK FACTORS
  
           The following factors should be considered carefully before purchasing
  the Shares offered by this Prospectus.  Since the Company's financial success
  is wholly dependent on the success of Vectra Bank and its banking locations,
  risk factor references to Vectra Bank directly influence and are applicable to
  the Company.
  
  GROWTH AND ACQUISITION STRATEGIES
  
           The Company has pursued and intends to continue to pursue a growth
  strategy, the success of which will depend primarily on generating an
  increasing level of loans and deposits at acceptable risk levels and terms
  without proportionate increases in noninterest expenses.  There can be no
  assurance that the Company will be successful in implementing its internal
  growth strategy.  In addition, the Company may seek to grow by acquiring other
  financial institutions.  Any acquisitions will be subject to regulatory
  approval, and there can be no assurance that the Company will obtain such
  approvals.  The Company may not be successful in identifying further
  acquisition candidates, integrating acquired institutions or preventing deposit
  erosion at acquired institutions. Competition for acquisitions in the Company's
  market area has become intense over the past few years, and the Company may not
  be able to acquire other institutions on attractive terms. Furthermore, the
  success of the growth strategy of the Company will depend on maintaining
  sufficient regulatory capital levels and on continued favorable economic
  conditions in the Denver/Boulder, Colorado area.
  
  DECLINE IN MARKET VALUE OF INVESTMENTS
  
           The Company designated substantially all of its securities investment
  portfolio as available-for-sale when it implemented Statement of Financial
  Accounting Standards No. 115 ("SFAS 115") relating to accounting for
  investments.  SFAS 115 requires that unrealized gains and losses in the
  estimated value of the available-for-sale portfolio (net of tax) be
  "marked-to-market" and reflected as a separate item in shareholders' equity.
  
           The bond market was unusually volatile during 1994 as a result of
  several interest rate increases initiated by the Federal Reserve Board.  The
  Company's investment portfolio of mortgage-related securities and government
  agency bonds, nearly all of which are issued by United States government
  sponsored entities, experienced unrealized declines in market value due to the
  declines in the bond market.  In 1995, the bond market was not as volatile.  At
  December 31, 1995, the estimated unrealized loss in the market value of the
  investments before tax effect totaled $5.8 million or 3.3% of the Company's
  available-for-sale investment portfolio.  This valuation resulted in a $3.6
  million after tax adjustment against the Company's shareholders' equity or a
  reduction of 10.8% of its equity before such charge.
  
           Management believes that several factors will affect the market values
  of the Company's investment portfolio in the future.  These include, but are
  not limited to, further changes in interest rates or expectations of changes,
  the degree of volatility in the market, inflation rates or expectations of
  inflation and the slope of the interest rate yield curve.  (The yield curve
  refers to the differences between longer-term and shorter-term interest rates.
  A positively sloped yield curve means shorter-term rates are lower than
  longer-term rates.)  A flat or an inverted yield curve tends to negatively
  affect the market values of the Company's portfolio.  Also, the passage of time
  will affect the market values of the securities in that the closer they are to
  maturing, the closer the market price should be to par value.  In addition to
  the foregoing, there are other factors that impact specific categories of the
  portfolio differently.
  
  
  
  
  
                                         6
  <PAGE>   10
           The Company has chosen to maintain the flexibility to sell any or all
  of its portfolio before it matures.  During 1995, Vectra Bank sold more than
  $65 million of the securities it held at December 31, 1994 as part of its
  objective of reducing the size and potential market value volatility of its
  investment portfolio.  These sales were completed with a total net loss on
  sales of approximately $20,000.  Management intends to continue its
  restructuring efforts to optimize the structure of  the Company's investment
  portfolio.  Management believes that the capital and liquidity of the Company
  are adequate to allow it to hold its portfolio and continue its restructuring
  efforts into the foreseeable future.  Shareholders' equity will continue to
  reflect the unrealized gains and losses (net of tax) of these investments.
  There can be no assurance that the market value of the Company's investment
  portfolio will not decline, causing a corresponding decline in shareholders'
  equity.
  
  INTEREST RATE CEILINGS ON VARIABLE RATE SECURITIES
  
           Substantially all of the variable rate securities in the investment
  portfolio of the Company are subject to interest rate ceilings.  At December
  31, 1995 the excess of the rate ceilings over the current coupon rates varied
  from a low of 2.2% to a high of 9.7% (excluding  Federal Home Loan Bank of
  Topeka ("FHLB") notes) with most of these securities with ceilings in the 3% to
  6.5% range over the current coupon rates.  The market values of these
  securities would likely decline, causing a corresponding decline in
  shareholders' equity, if the interest rates increased to the ceiling levels or
  beyond, which would also likely negatively impact net interest income depending
  on corresponding changes in the cost of deposits and other liabilities.
  
  ALLOWANCE FOR LOAN LOSSES
  
           Inability of borrowers to repay loans can erode earnings and capital
  of banks.  Like all banks, Vectra Bank maintains an allowance for loan losses
  to provide for loan defaults and nonperformance.  The allowance is based on
  prior experience with loan losses, as well as an evaluation of the risks in the
  current portfolio, and is maintained at a level considered adequate by
  management to absorb anticipated losses.  The amount of future losses is
  susceptible to changes in economic, operating and other conditions, including
  changes in interest rates, that may be beyond management control, and such
  losses may exceed current estimates.  At March 31, 1996, Vectra Bank had
  nonperforming loans of $1.367 million and an allowance for loan losses of
  $2.596 million or 1.26% of the total dollar amount loans and 190% of the total
  dollar amount of nonperforming loans.  There can be no assurance that Vectra
  Bank's allowance for loan losses will be adequate to cover actual losses.
  Future provisions for loan losses could materially and adversely affect results
  of operations of Vectra Bank.
  
  ECONOMIC CONDITIONS AND IMPACT OF INTEREST RATES
  
           Results of operations for financial institutions, including Vectra
  Bank, may be materially and adversely affected by changes in prevailing
  economic conditions, including declines in real estate values, rapid changes in
  interest rates and the monetary and fiscal policies of the federal government.
  The profitability of the Company is closely tied to the spread between the
  interest rates earned on assets and the interest rates paid on deposits and
  other interest-bearing liabilities, including advances from the FHLB.  A
  decrease in interest rate spreads would have a negative effect on the net
  interest income and profitability of the Company, and there can be no assurance
  that this spread will not decrease.  Although economic conditions in the market
  area of the Company have been generally stronger than those in many other
  regions of the country, there can be no assurance that such conditions will
  continue to prevail.  Moreover, substantially all of the loans of Vectra Bank
  are to individuals and businesses in the Denver/Boulder, Colorado area, and any
  decline in the economy of this market area could have an adverse impact on
  Vectra Bank, and in turn, the Company. There can
  
  
  
  
  
                                         7
  <PAGE>   11
  be no assurance that positive trends or developments discussed herein will
  continue or that negative trends or developments will not have a material
  adverse effect on the Company.
  
           Vectra Bank has regularly used FHLB borrowings to fund a portion of
  its investment portfolio.  Investments of Vectra Bank funded with FHLB
  borrowings have principally been adjustable rate securities, with coupon rates,
  which generally reset monthly, tied to several indices.  The FHLB borrowings of
  Vectra Bank generally bear interest at variable rates, which reset daily or
  monthly.  Net interest income derived from the investments funded by FHLB
  borrowings declined in 1995 compared to prior years because of a flattening and
  inversion of the yield curve.  Flattening of the yield curve means the
  difference between longer-term and shorter-term rates decreases significantly.
  An inverted yield curve means shorter-term rates such as federal funds rates
  have become higher than certain longer-term rates.  Net interest income derived
  from the investments funded by FHLB borrowings might decline further if the
  degree of yield curve inversion were to increase (i.e., longer-term interest
  rates were to decline further below shorter-term rates) or if a significant
  portion of the coupon rates of the variable rate securities portfolio of Vectra
  Bank became subject to interest rate ceilings.  There can be no assurance that
  Vectra Bank will be able to earn returns or avoid losses from these investing
  activities in the future.
  
  COMPETITIVE BANKING ENVIRONMENT
  
           The banking business in Colorado is highly competitive.  Vectra Bank
  competes for loans and deposits with other local, regional and national
  commercial banks, savings banks, savings and loan associations, finance
  companies, money market funds, brokerage houses, credit unions and nonfinancial
  institutions, many of which have substantially greater financial resources than
  Vectra Bank.  Interstate banking is permitted in Colorado.  Currently, branch
  banking in Colorado is allowed on a limited basis.  After a phase-in period
  ending July 1, 1997, full state-wide branch banking will be permitted.  As a
  result, management believes that Vectra Bank may experience greater competition
  in its market area.
  
  DEPENDENCE ON KEY PERSONNEL
  
           The Company is highly dependent on the continued services of Gary S.
  Judd, its President and Chief Executive Officer, Ray L. Nash, its Chief
  Financial Officer, and other key management personnel.  The Company does not
  have employment agreements with such persons, nor does it have key person
  insurance on their lives.  The loss of the services of these persons could
  adversely affect the Company and Vectra Bank.
  
  SOURCES OF PAYMENTS OF DIVIDENDS
  
           The Company is a bank holding company which owns and operates one
  state-chartered bank, Vectra Bank, with a total of 11 locations.  Vectra Bank's
  ability to pay dividends to the Company is restricted by state and federal
  regulations.  Without prior regulatory approval, Vectra Bank cannot pay
  dividends during any calendar year in excess of the sum of its earnings during
  that year and the two previous years (less any other distributions during that
  period).  The Company does not intend to pay dividends on the Company Common
  Stock but instead intends to retain earnings to support the growth of its
  business.
  
  
  
  
  
                                         8
  <PAGE>   12
  GOVERNMENT REGULATION AND RECENT LEGISLATION
  
           The Company and Vectra Bank are subject to extensive federal and state
  legislation, regulation and supervision which is intended primarily to protect
  depositors and the Bank Insurance Fund, rather than shareholders.  Recently
  enacted, proposed and future legislation and regulations designed to strengthen
  the banking industry have had and may continue to have a significant impact on
  the banking industry.  Although some of the legislative and regulatory changes
  may benefit the Company and Vectra Bank, others may increase its costs of doing
  business or otherwise adversely affect it and create competitive advantages for
  non-bank competitors.
  
  LIMITED MARKET HISTORY; POSSIBLE VOLATILITY OF MARKET PRICE
  
           The Common Stock has been traded in the Nasdaq National Market since
  March 24, 1994.  There can be no assurance, however, that a market for the
  Common Stock will be sustained or that the Company will qualify for listing in
  such market in the future.  The Company has a number of market makers for the
  Common Stock; however, such market makers are not obligated to continue to make
  a market for the Common Stock.  The market prices of the Common Stock may be
  volatile depending on various factors, including the general economy, stock
  market conditions, announcements by the Company or its competitors and
  fluctuations in operating results of the Company.
  
  SHARES OF THE COMMON STOCK ELIGIBLE FOR FUTURE SALE
  
           Substantially all of the outstanding shares of the Common Stock may be
  sold in the public market subject, in the case of shares owned by affiliates of
  the Company, to compliance with Rule 144 under the Securities Act of 1933.
  Future market sales of shares of the Common Stock may depress the market price
  of the Common Stock.
  
  ANTI-TAKEOVER PROVISIONS; LIMITATION ON OWNERSHIP
  
           Federal law requires the prior approval of the Board of Governors for
  the acquisition of "control" of a bank holding company.  In addition, the board
  of directors of the Company has the authority to fix the rights and preferences
  of and issue additional series of preferred stock which may affect a potential
  change of control.  The outstanding 1994 Series A Preferred Stock of the
  Company is mandatorily redeemable, and the proposed 1996 Series A Preferred
  Stock will be redeemable, at the option of the Company (assuming the 1996
  Series A Preferred Stock is issued pursuant to the pending merger with Bank
  Land Co. and Southwest State Bank (see "The Company")) in the event of a
  "change of control" of the Company subject, in either case, to the prior
  approval of the Board of Governors, and to the extent not converted would
  require a redemption payment of approximately $19 million in the case of a
  change of control.  These provisions may make it more difficult for an outside
  party to acquire control of the Company.
  
                                  USE OF PROCEEDS
  
           Since this Prospectus relates to the offering of shares by the Selling
  Shareholders, the Company will not receive any of the proceeds from the sale of
  the Shares offered hereby.
  
  
  
  
  
                                         9
  <PAGE>   13
                                SELLING SHAREHOLDERS
  
           The shareholders whose shares of Common Stock are covered by this
  Prospectus ("Selling Shareholders") are listed below.  The amount of Common
  Stock to be reoffered or resold by each Selling Shareholder pursuant to this
  Prospectus, and any other person with whom each Selling Shareholder is acting
  in concert for the purposes of selling Common Stock, is limited by Rule 144(e)
  promulgated by the SEC under the Securities Act.  Rule 144(e) prohibits
  reoffers and resales from exceeding, during any three-month period, the greater
  of (i) one percent of the Common Stock outstanding as shown by the most recent
  report or statement published by the Company, or (ii) the average weekly
  reported volume of trading in the Common Stock reported on the Nasdaq National
  Market System during the four calendar weeks preceding the date of receipt of
  the order to execute the transaction by the broker or the date of the execution
  of the transaction directly with a market maker.
  
           The following table sets forth (a) the name and the nature of any
  position, office or other material relationship with the Company within the
  past three years of the Selling Shareholders and (b) the number of shares owned
  by the Selling Shareholders, the number of shares being offered for sale by the
  Selling Shareholders and the number of shares to be owned by the Selling
  Shareholders after the offering of the shares, assuming the sale of all shares
  offered by the Selling Shareholders.
  
  <TABLE>
  <CAPTION>
                                      Beneficial                                       Beneficial
                                      Ownership                     Number of        Ownership After
                                    Before Offering                  Shares            Offering(a)
  Name and Position                    (Number)           (%)       Offered             (Number)       (%)
  - -----------------                    --------           ---       -------             --------       ---
  <S>                                   <C>               <C>         <C>                 <C>          <C>
  Robert C. Barton, Regional            36,293(b)         1.1         7,800               28,493       (j)
  President of Vectra Bank
  
  Lauren O'Connell, Director             3,500(g)         (j)           300                3,200       (j)
  of Marketing and Service Quality
  
  J. Patrick McDuff, Regional           11,803(d)         (j)         3,800                8,003       (j)
  of Vectra Bank
  
  Michael Y. Meganck, Senior            17,093(e)         (j)         4,300               12,793       (j)
  Credit Policy Officer
  
  Ray L. Nash, Chief Financial          36,303(f)         1.1         8,500               27,803       (j)
  Officer
  
  June Kilburn, Controller               4,800(c)         (j)           400                4,400       (j)
  
  Debra J. Tynan, Director of            7,300(h)         (j)         1,100                6,200       (j)
  Technology and Information Services
  
  Joseph J. Wolf, Regional              12,033(i)         (j)         3,800                8,233       (j)
  President of Vectra Bank
  </TABLE>
  - ----------------        
  
  
  
  
  
                                         10
  <PAGE>   14
  (a)      Assumes the sale of all shares offered hereby by all Selling
           Shareholders.
  (b)      Includes 16,333 shares of common stock which are presently exercisable
           (or exercisable within 60 days) pursuant to options granted under the
           Company's Employees' Equity Incentive Plan and Non-Statutory Stock
           Option Plan.
  (c)      Includes 4,400 shares of common stock which are presently exercisable
           (or exercisable within 60 days) pursuant to options granted under the
           Company's Employee's Equity Incentive Plan and Non-Statutory Stock
           Option Plan.
  (d)      Includes 7,633 shares of common stock which are presently exercisable
           (or exercisable within 60 days) pursuant to options granted under the
           Company's Employees' Equity Incentive Plan and Non-Statutory Stock
           Option Plan.
  (e)      Includes 8,633 shares of common stock which are presently exercisable
           (or exercisable within 60 days) pursuant to options granted under the
           Company's Employees' Equity Incentive Plan and Non-Statutory Stock
           Option Plan.
  (f)      Includes 18,333 shares of common stock which are presently exercisable
           (or exercisable within 60 days) pursuant to options granted under the
           Company's Employees' Equity Incentive Plan and Non-Statutory Stock
           Option Plan.
  (g)      Includes 3,200 shares  of common stock which are presently exercisable
           (or exercisable within 60 days) pursuant to options granted under the
           Company's Employees' Equity Incentive Plan and Non-Statutory Stock
           Option Plan.
  (h)      Includes 6,200 shares of common stock which are presently exercisable
           (or exercisable within 60 days) pursuant to options granted under the
           Company's Employees' Equity Incentive Plan and Non-Statutory Stock
           Option Plan.
  (i)      Includes 8,233 shares of common stock which are presently exercisable
           (or exercisable within 60 days) pursuant to options granted under the
           Company's Employees' Equity Incentive Plan and Non-Statutory Stock
           Option Plan.
  (j)      Less than 1%.
  
                                PLAN OF DISTRIBUTION
  
           The Shares offered hereby on behalf of the Selling Shareholders are to
  be sold from time to time by means of (i) ordinary brokers' transactions, (ii)
  purchases by a broker or dealer as principal and resale by such broker or
  dealer for its account pursuant to this Prospectus, or (iii) a combination of
  any such methods of sale in each case at market prices.  In connection
  therewith, distributors' or sellers' commissions may be paid or allowed which
  will not exceed those customary in the types of transactions involved.
  Commissions may also be received from purchasers for whom brokers or dealers
  act as agents.  Such brokers or dealers and any other participating brokers or
  dealers may be deemed to be "underwriters" within  the meaning of the
  Securities Act in connection with such sales.
  
           In addition, any securities covered by this Prospectus that qualify
  for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant
  to this Prospectus.  However, the amount of Common Stock that may be reoffered
  or resold by means of this Prospectus by each Selling Shareholder, and any
  other person with whom the Selling Shareholder is acting in concert for the
  purpose of selling securities of the Company, may not exceed, during any
  three-month period, the amount specified in Rule 144(e).
  
           No assurance can be given that any of the Selling Shareholders will
  offer for sale or sell any or all of the Common Stock covered by this
  Prospectus.
  
                                   LEGAL MATTERS
  
           The legality of the Common Stock offered hereby is being passed upon
  by Jones & Keller, P.C., Denver, Colorado.
  
  
  
  
  
                                         11
  <PAGE>   15
                                      EXPERTS
  
           The consolidated financial statements of the Company as of December
  31, 1995 and 1994, and for each of the years in the three-year period ended
  December 31, 1995, have been incorporated by reference herein in reliance on
  the report of KPMG Peat Marwick LLP, independent certified public accountants,
  incorporated by reference herein, and upon the authority of said firm as
  experts in accounting and auditing.  The report of KPMG Peat Marwick LLP refers
  to changes in the methods of accounting for impairment of loans in 1995, for
  goodwill in 1994, and for income taxes and certain investments in debt and
  equity securities in 1993.
  
  
  
  
  
                                         12
  <PAGE>   16
                                      PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           1.  Vectra Banking Corporation (the "Company") hereby incorporates by
  reference into this registration statement the following documents previously
  filed with the Securities and Exchange Commission (the "Commission"):
  
           a.      the Company's Annual Report on Form 10-K for the year ended
                   December 31, 1995, and Amendment No. 1 on Form 10-K-A;
  
           b.      the Company's Quarterly Report on Form 10-Q for the period
                   ended March 31, 1996;
  
           c.      the description of the Common Stock, par value $.01 per share,
                   of the Company set forth in the Registration Statement on Form
                   8-A, filed with the Commission on March 10, 1994, including
                   any amendment or report filed for the purpose of updating such
                   description; and
  
           d.      all documents filed by the Company with the Commission
                   pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
                   Securities Exchange Act of 1934, as amended (the "Exchange
                   Act"), subsequent to the date of this Registration Statement
                   shall be deemed to be incorporated herein by reference and to
                   be a part hereof from the date of the filing of such documents
                   until such time as there shall have been filed a post-
                   effective amendment that indicates that all securities offered
                   hereby have been sold or that deregisters all securities
                   remaining unsold at the time of such amendment.
  
           2.  The  Corporation will provide without charge to each person to
  whom a copy of this Prospectus has been delivered, on the written or oral
  request of such person, a copy of any or all of the documents referred to above
  which have been or may be incorporated in this Prospectus by reference, other
  than exhibits to such documents, and any or all other documents required to be
  delivered to employees of the Corporation pursuant to Rule 428(b) under the
  Securities Act.  Written requests or requests by telephone for such copies, or
  additional information about the Incentive Stock Purchase Agreements should be
  directed to Ray L. Nash, Vectra Banking Corporation, 1650 South Colorado
  Boulevard, Suite 320, Denver, Colorado 80222, (303) 782-7440.
  
  Item 4.  Description of Securities.
  
           Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
  
           Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
  
           Article 109 of Title 7 of the Colorado Revised Statutes enables a
  Colorado corporation to indemnify its officers, directors, employees and agents
  against liabilities, damages, costs and expenses for which they are liable in
  their Official Capacities (as defined by this statute) if they acted in good
  faith and had no reasonable basis to believe their conduct was not in the best
  interest of the Registrant or was illegal.
  
           Article XVI of Registrant's Articles of Incorporation limits the
  liability of directors to the full extent provided by Colorado law.
  
  
  
  
  
                                        II-1
  <PAGE>   17
           Article VIII of the Registrant's Bylaws provide indemnification to
  officers, directors, employees and agents to the fullest extent provided by
  Colorado law.
  
           The Registrant also has a financial institution corporate
  indemnification and directors and affiliates policy with the St. Paul Mercury
  Insurance Company under which officers and directors are covered for losses
  arising from claims against such persons who held their official positions at
  the time of "wrongful acts" defined as any actual or alleged (1) error or
  misstatement or (2) misleading statement or (3) act or omission or (4) breach
  of duty or (5) breach of fiduciary duty or (6) any other act.
  
  Item 7.  Exemption from Registration Claimed
  
           Not applicable.
  
  Item 8.  Exhibits
  
           The following documents are filed as a part of this registration
  statement.  Where such filing is made by incorporation by reference to a
  previously filed report, such report is identified.  See the Index to Exhibits
  included with the exhibits filed as a part of this report.
  
  Exhibit          Description
  - -------          -----------
  
  4.1              Amended and Restated Articles of Incorporation of the
                   Registrant, filed as Exhibit 3.1 to the Registrant's
                   Registration Statement No. 33-74724 on Form SB-2, effective
                   March 23, 1994 ("SB-2 Registration Statement) and incorporated
                   herein by reference.
  
  4.2              Bylaws of the Registrant, as amended, filed as Exhibit 3.2 to
                   the Registrant's SB-2 Registration Statement and incorporated
                   herein by reference.
  
  4.3              Incentive Stock Purchase Agreements separately executed
                   between the Company (formerly known as Mountain West Banking
                   Corporation) on the one hand and each of Robert C. Barton,
                   June Kilburn, J. Patrick McDuff, Michael Y. Meganck, Ray L.
                   Nash, Lauren O'Connell, Debra J. Tynan, and Joseph J. Wolf on
                   the other hand.
  
  5.1              Opinion of Jones & Keller, P.C.
  
  23.1             Consent of Jones & Keller, P.C. (included in their opinion
                   filed as Exhibit 5.1).
  
  23.2             Consent of KPMG Peat Marwick LLP.
  
  25.1             Power of Attorney (see signature page of this Registration
                   Statement - Page II-4.
  
  Item 9.  Undertakings.
  
           A.  The undersigned Registrant hereby undertakes:
  
                   (1)  to file, during any period in which offers or sales are
  being made, a post-effective amendment to this registration statement to
  include any material information with respect to the plan of distribution not
  previously disclosed in the registration statement or any material change to
  such information in the registration statement;
  
                   (2)  that, for the purpose of determining any liability under
  the Securities Act of 1933, as amended (the "Securities Act"), each such
  post-effective amendment shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof; and
  
  
  
  
  
                                        II-2
  <PAGE>   18
                   (3)  to remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           B.  The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           C.  Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is therefore, unenforceable.  In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by
  such director, officer or controlling person in connection with the securities
  being registered, the Registrant will, unless in the opinion of its counsel the
  matter has been settled by controlling precedent, submit to a court of
  appropriate jurisdiction the question of whether such indemnification by it is
  against public policy as expressed in the Securities Act and will be governed
  by the final adjudication of such issue.
  
  
  
  
  
                                        II-3
  <PAGE>   19
                                     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 authorized this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized in the City and County of Denver, Colorado, on May 30, 1996.
  
                                    VECTRA BANKING CORPORATION
  
  
                                    By: /s/ Gary S. Judd                     
                                        -------------------------------------
                                        Gary S. Judd, President
  
                                 POWER OF ATTORNEY
  
           Each individual whose signature appears below hereby designates and
  appoints Gary S. Judd and Ray L. Nash, and each of them, as such person's true
  and lawful attorneys-in-fact and agents (the "Attorneys-in-Fact") with full
  power of substitution and resubstitution, for each person and in such person's
  name, place, and stead, in any and all capacities, to sign any and all
  amendments (including post-effective amendments) to this registration
  statement, which amendments may make such changes in this registration
  statement as either Attorney-in-Fact deems appropriate and to file each such
  amendment with all exhibits thereto, and all documents in connection therewith,
  with the Securities and Exchange Commission, granting unto such
  Attorneys-in-Fact and each of them, full power and authority to do and perform
  each and every act and thing requisite and necessary to be done in and about
  the premises, as fully to all intents and purposes as such person might or
  could do in person, hereby ratifying and confirming all that such
  Attorneys-in-Fact or either of them, or their substitute or substitutes, may
  lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities indicated.
  
  
  <TABLE>
  <CAPTION>
  Signatures                     Title                                 Date
  - ----------                     -----                                 ----
  <S>                            <C>                                   <C>
  /s/ Gary S. Judd               Director, President                   May 30, 1996
  - ------------------------       and Chief Executive Officer           
  Gary S. Judd                   (Principal Executive Officer) 
                                                               
  /s/ Richard B. Tucker          Director                              May 30, 1996
  - ------------------------                                                         
  Richard B. Tucker              
                                 
  /s/ Robert Greene              Director                              May 30, 1996
  - ------------------------                                                         
  Robert Greene                  
                                 
  /s/ James L. Rumsey            Director                              May 30, 1996
  - ------------------------                                                         
  James L. Rumsey                
                                 
  /s/ W. James Tozer, Jr.        Director                              May 30, 1996
  - ------------------------                                                         
  W. James Tozer, Jr.            
  </TABLE>
  
  
  
  
  
                                        II-4
  <PAGE>   20
  <TABLE>
  <S>                                <C>                               <C>
  /s/ Robert A. Silverberg           Director and Executive            May 30, 1996
  - ---------------------------        Vice President                    
  Robert A. Silverberg                                                
                                                                      
  /s/ Mary Gittings Cronin           Director                          May 30, 1996
  - ---------------------------                                          
  Mary Gittings Cronin                                                
                                                                      
  /s/ Ray L. Nash                    Chief Financial Officer and       May 30, 1996
  - ---------------------------        Principal Accounting Officer      
  Ray L. Nash                                                           
  </TABLE>
  
  
  
  
  
                                        II-5
  <PAGE>   21
                                 INDEX TO EXHIBITS
  
  Exhibit          Description
  - -------          -----------
  
  4.1              Amended and Restated Articles of Incorporation of the
                   Registrant, filed as Exhibit 3.1 to the Registrant's
                   Registration Statement No. 33-74724 on Form SB-2, effective
                   March 23, 1994 ("SB-2 Registration Statement"), and
                   incorporated herein by reference.(1)
  
  4.2              Bylaws of the Registrant, as amended, filed as Exhibit 3.2 to
                   the Registrant's SB-2 Registration Statement and incorporated
                   herein by reference.(1)
  
  4.3              Incentive Stock Purchase Agreements separately executed
                   between the Company (formerly known as Mountain West Banking
                   Corporation) on the one hand and each of Robert C.  Barton,
                   June Kilburn, J. Patrick McDuff, Michael Y. Meganck, Ray L.
                   Nash, Lauren O'Connell, Debra J. Tynan, and Joseph J. Wolf on
                   the other hand.  Filed herewith.
  
  5.1              Opinion of Jones & Keller, P.C.  Filed herewith.
  
  23.1             Consent of Jones & Keller, P.C. (included in their opinion
                   filed as Exhibit 5.1).  Filed herewith.
  
  23.2             Consent of KPMG Peat Marwick LLP.  Filed herewith.
  
  25.1             Power of Attorney (see signature page of this Registration
                   Statement - Page II-4).
  
  ______________
  
  (1)      Filed with Registration Statement No. 33-74724 on or about March 9,
           1994, and incorporated herein by reference.
  
  
  
  
  
                                        II-6
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 56728}]
metadata_filer: {"company-data": {"conformed-name": "VECTRA BANKING CORP", "cik": "0000862695", "assigned-sic": "6022", "irs-number": "841087703", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04807", "film-number": "96574779"}, "business-address": {"street1": "1650 SOUTH COLORADO BOULEVARD SUITE 220", "city": "DENVER", "state": "CO", "zip": "80222"}, "former-company": {"former-conformed-name": "MOUNTAIN WEST BANKING CORPORATION", "date-changed": "19940203"}}
text: 1
      As filed with the Securities and Exchange Commission on May 30, 1996
                                                     Registration No. 333-________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                               ----------------------
  
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                               ----------------------
  
                             VECTRA BANKING CORPORATION
               (Exact name of registrant as specified in its charter)
  
           COLORADO                          6022                  84-1087703
  (State or other jurisdiction of (Primary standard industrial  (I.R.S. Employer
  incorporation or organization)   classification code number) Identification No.)
  
                      1650 SOUTH COLORADO BOULEVARD, SUITE 320
                               DENVER, COLORADO 80222
                                   (303) 782-7440
           (Address, including zip code, and telephone number, including
              area code, of registrant's principal executive offices)
  
                               ----------------------
  
                        INCENTIVE STOCK PURCHASE AGREEMENTS
                             (Full titles of the plans)
  
                               ----------------------
  
                            COPIES OF COMMUNICATIONS TO:
  
    GARY S. JUDD, PRESIDENT                              
  VECTRA BANKING CORPORATION                               REID A. GODBOLT, ESQ.
  1650 SOUTH COLORADO BOULEVARD                             JONES & KELLER, P.C.
          SUITE 320                                      1625 BROADWAY, SUITE 1600
  DENVER, COLORADO 80222                                   DENVER, COLORADO 80202
           (303) 782-7440                                       (303) 573-1600
                                                         
  
                 (Name, address, including zip code, and telephone
                 number, including area code, of agent for service)
  
                          CALCULATION OF REGISTRATION FEE
  ==============================================================================================================================
        Title of each class of            Amount to            Proposed maximum         Proposed maximum           Amount of
     securities to be registered        be registered           offering price              aggregate            registration
                                                                  per share              offering price              fee(1)
  - -----------------------------------------------------------------------------------------------------------------------------
  Common Stock, par value $0.01          30,000                    $.01                    $300.00                 $100
    per share
  ==============================================================================================================================
  (1)      Minimum filing fee as required by Section 6(b) of the Securities Act
           of 1933.
  
  ================================================================================
  2
                             VECTRA BANKING CORPORATION
  
                        INCENTIVE STOCK PURCHASE AGREEMENTS
  
            Cross Reference Sheet for Prospectus Pursuant to Rule 404(a)
  Form S-8
  Item No.         Item Caption                                       Heading in Prospectus
  - ---------        ------------                                       ---------------------
  1            Information Required in the Section                Information Required in the Section
                   10(a) Prospectus                                   10(a) Prospectus
  
      2            Registrant Information and Employee                Incorporation of Documents by
                   Plan Annual Information                            Reference
  ii
  3
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           Note:  The document(s) containing the Incentive Stock Purchase
  Agreements information required by Item I of Form S-8 will be sent or given to
  employees as specified by Rule 428 under the Securities Act of 1933, as amended
  (the "Securities Act").  In accordance with Rule 428 and the requirements of
  Part I of Form S-8, such documents are not being filed with the Securities and
  Exchange Commission (the "Commission") either as part of this Registration
  Statement or as prospectuses or prospectus supplements pursuant to Rule 424
  under the Securities Act.  The registrant shall maintain a file of such
  documents in accordance with the provisions of Rule 428.  Upon request, the
  registrant shall furnish to the Commission or its staff a copy or copies of all
  of the documents included in such file.
  
                                        iii
  4
                                     PROSPECTUS    
  
                                  ----------------
  
                             VECTRA BANKING CORPORATION
                UP TO 30,000 SHARES OF COMMON STOCK, $.01 PAR VALUE
                               Issued Pursuant To The
                        INCENTIVE STOCK PURCHASE AGREEMENTS
  
           This Prospectus relates to 30,000 shares of Common Stock, $.01 par
  value (the "Common Stock"), of Vectra Banking Corporation (the "Company") to be
  offered for the account of the Selling Shareholders (as defined in this
  Prospectus under "Selling Shareholders").  The Common Stock to which this
  Prospectus relates was issued  to the Selling Shareholders pursuant to various
  Incentive Stock Purchase Agreements (the "Agreements").  The Selling
  Shareholders may offer to sell the Common Stock covered by this Prospectus from
  time to time at prices and upon terms then obtainable in (i) ordinary brokers'
  transactions, (ii) purchases by a broker or dealer as principal and resale by
  such broker or dealer for its account pursuant to this Prospectus, or (iii) a
  combination of any such methods of sale in each case at market prices.  See
  "Plan of Distribution."  The Selling Shareholders and any broker-dealers who
  participate in sales of Common Stock covered by this Prospectus may be deemed
  to be statutory underwriters within the meaning of the Securities Act of 1933,
  as amended (the "Securities Act").  Commissions paid or discounts or
  concessions allowed to any such broker-dealers by any person, any profits
  received from reselling the Common Stock covered by this Prospectus if any such
  broker-dealers purchases any such Common Stock as a principal, may be deemed to
  be underwriting discounts and commissions under the Securities Act.  The
  Selling Shareholders of Common Stock will pay all discounts, commissions, and
  fees incurred in selling Common Stock covered by this Prospectus, except that
  the Company will bear all expenses incident to the registration and
  qualification of the shares under the Securities Act of 1933, as amended, and
  state securities laws, on behalf of the Selling Shareholders.  The Company will
  receive no proceeds from sales by the Selling Shareholders.
  
           The Common Stock is listed on the Nasdaq National Market System under
  the symbol VTRA.  On May 28, 1996, the reported closing price of the Common
  Stock on the Nasdaq Stock Market was $12.50.
  
                                  ----------------
  
  THE SECURITIES OFFERED HEREBY ENTAIL CERTAIN RISKS WHICH SHOULD BE CONSIDERED
  BY INVESTORS.  SEE "RISK FACTORS."
  
                                  ----------------
  
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
  EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
  AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
  ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
  A CRIMINAL OFFENSE.
  
                                  ----------------
  
                    The date of this Prospectus is May 30, 1996
  5
                                 TABLE OF CONTENTS
  Page
                                                                            ----
  AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . .    3
                                                                          
  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . .    3
                                                                          
  THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
                                                                          
  RISK FACTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
                                                                          
  USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
                                                                          
  SELLING SHAREHOLDERS  . . . . . . . . . . . . . . . . . . . . . . . . .   10
                                                                          
  PLAN OF DISTRIBUTION  . . . . . . . . . . . . . . . . . . . . . . . . .   11
                                                                          
  LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
                                                                          
  EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
  2
  6
                               AVAILABLE INFORMATION
  
           The Company is subject to the informational requirements of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
  accordance therewith files periodic reports, proxy statements and other
  information with the Securities and Exchange Commission (the "Commission" or
  "SEC").  Such reports and other information concerning the Company may be
  inspected and copied at the offices of the SEC at Room 1024, 450 Fifth Street,
  N.W., Judiciary Plaza, Washington, D.C. 20549, and at the Public Reference
  Facilities in the Chicago Regional Office, Northwestern Atrium Center, 500 West
  Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and the New York
  Regional Office, 7 World Trade Center, 13th Floor, New York, New York 10048. 
  Copies of such material can be obtained from the Public Reference Section of
  the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
  
           The Company has filed with the Commission a Registration Statement
  under the Securities Act of 1933, as amended (the "Act"), with respect to the
  securities offered pursuant to this Prospectus.  For further information,
  reference is made to the Registration Statement and the exhibits thereto, which
  are available for inspection at no fee at the public reference facilities
  maintained by the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
  Washington, D.C. 20549.  Copies of the foregoing material can also be obtained
  at prescribed rates from the Public Reference Section of the Commission.
  
           The Company furnishes to its shareholders annual reports containing
  financial statements audited by its independent accountants and quarterly
  reports containing unaudited financial statements for the first three quarters
  of each fiscal year.
  
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The following documents previously filed by the Company with the
  Commission pursuant to the Exchange Act are incorporated in this Prospectus by
  reference:
  
           a.      the Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1995, and Amendment No.  1 on Form 10-K-A;
  
           b.      the Company's Quarterly Report on Form 10-Q for the quarter
                   ended March 31, 1996;
  
           c.      the description of the Common Stock, par value $.01 per share,
                   of the Company (the "Common Stock") set forth in the
                   Registration Statement on Form 8-A, filed with the Commission
                   on March 10, 1994, including any amendment or report filed for
                   the purpose of updating such description.
  
           In addition, all documents filed by the Company pursuant to Sections
  13(a), 13(c), 14 or 15(d) of the Securities Act of 1934, as amended (the
  "Exchange Act"), subsequent to the date of this Prospectus shall be deemed to
  be incorporated herein by reference and to be a part hereof from the date of
  the filing of such documents until such time as there shall have been filed a
  post-effective amendment that indicates that all securities offered hereby have
  been sold or that deregisters all securities remaining unsold at the time of
  such amendment (such documents, and the documents enumerated above, being
  hereafter referred to as "Incorporated Documents").
  
           Any statement contained in an Incorporated Document shall be deemed to
  be modified or superseded for purposes of this Prospectus to the extent that a
  statement contained herein or in any other subsequently filed Incorporated
  Document modifies or supersedes such statement.  Any such statement so modified
  or superseded shall not be deemed, except as so modified or superseded, to
  constitute a part of this Prospectus.
  
                                         3
  7
           The Company hereby undertakes to provide without charge to each person
  to whom a copy of this Prospectus has been delivered, including any beneficial
  owner, on the written or oral request of any such person, a copy of any or all
  of the Incorporated Documents, other than exhibits to such documents, unless
  such exhibits are specifically incorporated by reference therein.  Requests
  shall be directed to Vectra Banking Corporation, 1650 South Colorado Boulevard,
  Suite 320, Denver, Colorado  80222, Attention: Ray  L. Nash, Chief Financial
  Officer (telephone number (303) 782-7440).  The information relating to the
  Company contained in this Prospectus does not purport to be comprehensive and
  should be read together with the information contained in the Incorporated
  Documents.
  
           NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
  REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
  MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
  BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
  SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
  WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
  SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
  UNLAWFUL.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER WILL,
  UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
  IN THE COMPANY'S AFFAIRS SINCE THE DATE OF THIS PROSPECTUS OR THAT THE
  INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT
  TO ITS DATE.
  
                                         4
  8
                                    THE COMPANY
  
           The Company,  with a total of 11 banking locations through the
  Company's wholly-owned subsidiary, Vectra Bank, is the third largest
  independent Colorado-based bank holding company.  The Company was founded in
  1988 by two senior banking executives who, together with a small group of
  investors, provided $9.8 million in initial capital to the Company. The
  Company's initial objective was to acquire several strategically located but
  under performing banks and transform them into a banking system that would
  provide a broad package of products and services to its customers and growth
  potential to its shareholders. In 1989, the Company acquired its initial eight
  locations having total assets of $156 million, and in 1991 acquired a ninth
  location with total assets of $6 million.  In early 1994, the Company completed
  a public offering of 923,770 shares of Company Common Stock and 805,000 shares
  of Company 1994 preferred stock, with net proceeds totaling approximately $11.6
  million.  In November 1995, the Company acquired First Denver Corporation, a
  bank holding company whose primary operation was First National Bank of Denver,
  which is now the Company's eleventh banking location.  On December 26, 1995,
  the Company entered into an Agreement and Plan of Merger to acquire by merger
  Bank Land Co., a Colorado bank holding company which operates and owns
  approximately 92% of Southwest State Bank, which operates a single location
  bank in Denver, Colorado.  The purchase price is estimated at $22,356,000,
  although it is subject to change.  Consummation of the merger is subject to
  shareholder approvals by Bank Land Co., Southwest State Bank, and the Company.
  At December 31, 1995, the Company had total consolidated assets of
  approximately $419 million and shareholders' equity of approximately $30.9
  million.
  
           The Company intends to continue to pursue a growth strategy, with the
  goal of maintaining and expanding a well- capitalized, customer-focused
  financial institution.  Management believes that the executive management team,
  distribution network and operational systems support are in place to achieve
  this goal.  The Company expects to continue its growth strategy during the next
  few years through a combination of internal growth and acquisitions.
  Management of Vectra Bank also believes that increased consolidation and
  regulatory burdens are likely to lead owners of community banks to explore the
  possibility of a combination with a broader-based bank holding company such as
  the Company.
  
           The Company's operating strategy is to continue to build a growing,
  profitable community banking network. The principal elements of this strategy
  are (i) focusing on the financial service needs of consumers and
  small-to-medium-size businesses by combining the elements of service
  traditionally found in community banks with product lines typically found in
  large banks, (ii) emphasizing high quality customer service in all aspects of
  operations, (iii) maintaining high asset quality and (iv) achieving
  efficiencies through centralized administrative and support functions.
  
           Vectra Bank is a Colorado banking corporation which is wholly-owned by
  the Company.  Vectra Bank is the Company's only bank subsidiary.  Vectra Bank
  owns and operates all of the 11 banking locations of the Company.  The
  Company's executive offices are located at 1650 South Colorado Boulevard, Suite
  320, Denver, Colorado  80222, and its telephone number is 303-782-7440.
  
                                         5
  9
                                    RISK FACTORS
  
           The following factors should be considered carefully before purchasing
  the Shares offered by this Prospectus.  Since the Company's financial success
  is wholly dependent on the success of Vectra Bank and its banking locations,
  risk factor references to Vectra Bank directly influence and are applicable to
  the Company.
  
  GROWTH AND ACQUISITION STRATEGIES
  
           The Company has pursued and intends to continue to pursue a growth
  strategy, the success of which will depend primarily on generating an
  increasing level of loans and deposits at acceptable risk levels and terms
  without proportionate increases in noninterest expenses.  There can be no
  assurance that the Company will be successful in implementing its internal
  growth strategy.  In addition, the Company may seek to grow by acquiring other
  financial institutions.  Any acquisitions will be subject to regulatory
  approval, and there can be no assurance that the Company will obtain such
  approvals.  The Company may not be successful in identifying further
  acquisition candidates, integrating acquired institutions or preventing deposit
  erosion at acquired institutions. Competition for acquisitions in the Company's
  market area has become intense over the past few years, and the Company may not
  be able to acquire other institutions on attractive terms. Furthermore, the
  success of the growth strategy of the Company will depend on maintaining
  sufficient regulatory capital levels and on continued favorable economic
  conditions in the Denver/Boulder, Colorado area.
  
  DECLINE IN MARKET VALUE OF INVESTMENTS
  
           The Company designated substantially all of its securities investment
  portfolio as available-for-sale when it implemented Statement of Financial
  Accounting Standards No. 115 ("SFAS 115") relating to accounting for
  investments.  SFAS 115 requires that unrealized gains and losses in the
  estimated value of the available-for-sale portfolio (net of tax) be
  "marked-to-market" and reflected as a separate item in shareholders' equity.
  
           The bond market was unusually volatile during 1994 as a result of
  several interest rate increases initiated by the Federal Reserve Board.  The
  Company's investment portfolio of mortgage-related securities and government
  agency bonds, nearly all of which are issued by United States government
  sponsored entities, experienced unrealized declines in market value due to the
  declines in the bond market.  In 1995, the bond market was not as volatile.  At
  December 31, 1995, the estimated unrealized loss in the market value of the
  investments before tax effect totaled $5.8 million or 3.3% of the Company's
  available-for-sale investment portfolio.  This valuation resulted in a $3.6
  million after tax adjustment against the Company's shareholders' equity or a
  reduction of 10.8% of its equity before such charge.
  
           Management believes that several factors will affect the market values
  of the Company's investment portfolio in the future.  These include, but are
  not limited to, further changes in interest rates or expectations of changes,
  the degree of volatility in the market, inflation rates or expectations of
  inflation and the slope of the interest rate yield curve.  (The yield curve
  refers to the differences between longer-term and shorter-term interest rates.
  A positively sloped yield curve means shorter-term rates are lower than
  longer-term rates.)  A flat or an inverted yield curve tends to negatively
  affect the market values of the Company's portfolio.  Also, the passage of time
  will affect the market values of the securities in that the closer they are to
  maturing, the closer the market price should be to par value.  In addition to
  the foregoing, there are other factors that impact specific categories of the
  portfolio differently.
  
                                         6
  10
           The Company has chosen to maintain the flexibility to sell any or all
  of its portfolio before it matures.  During 1995, Vectra Bank sold more than
  $65 million of the securities it held at December 31, 1994 as part of its
  objective of reducing the size and potential market value volatility of its
  investment portfolio.  These sales were completed with a total net loss on
  sales of approximately $20,000.  Management intends to continue its
  restructuring efforts to optimize the structure of  the Company's investment
  portfolio.  Management believes that the capital and liquidity of the Company
  are adequate to allow it to hold its portfolio and continue its restructuring
  efforts into the foreseeable future.  Shareholders' equity will continue to
  reflect the unrealized gains and losses (net of tax) of these investments.
  There can be no assurance that the market value of the Company's investment
  portfolio will not decline, causing a corresponding decline in shareholders'
  equity.
  
  INTEREST RATE CEILINGS ON VARIABLE RATE SECURITIES
  
           Substantially all of the variable rate securities in the investment
  portfolio of the Company are subject to interest rate ceilings.  At December
  31, 1995 the excess of the rate ceilings over the current coupon rates varied
  from a low of 2.2% to a high of 9.7% (excluding  Federal Home Loan Bank of
  Topeka ("FHLB") notes) with most of these securities with ceilings in the 3% to
  6.5% range over the current coupon rates.  The market values of these
  securities would likely decline, causing a corresponding decline in
  shareholders' equity, if the interest rates increased to the ceiling levels or
  beyond, which would also likely negatively impact net interest income depending
  on corresponding changes in the cost of deposits and other liabilities.
  
  ALLOWANCE FOR LOAN LOSSES
  
           Inability of borrowers to repay loans can erode earnings and capital
  of banks.  Like all banks, Vectra Bank maintains an allowance for loan losses
  to provide for loan defaults and nonperformance.  The allowance is based on
  prior experience with loan losses, as well as an evaluation of the risks in the
  current portfolio, and is maintained at a level considered adequate by
  management to absorb anticipated losses.  The amount of future losses is
  susceptible to changes in economic, operating and other conditions, including
  changes in interest rates, that may be beyond management control, and such
  losses may exceed current estimates.  At March 31, 1996, Vectra Bank had
  nonperforming loans of $1.367 million and an allowance for loan losses of
  $2.596 million or 1.26% of the total dollar amount loans and 190% of the total
  dollar amount of nonperforming loans.  There can be no assurance that Vectra
  Bank's allowance for loan losses will be adequate to cover actual losses.
  Future provisions for loan losses could materially and adversely affect results
  of operations of Vectra Bank.
  
  ECONOMIC CONDITIONS AND IMPACT OF INTEREST RATES
  
           Results of operations for financial institutions, including Vectra
  Bank, may be materially and adversely affected by changes in prevailing
  economic conditions, including declines in real estate values, rapid changes in
  interest rates and the monetary and fiscal policies of the federal government.
  The profitability of the Company is closely tied to the spread between the
  interest rates earned on assets and the interest rates paid on deposits and
  other interest-bearing liabilities, including advances from the FHLB.  A
  decrease in interest rate spreads would have a negative effect on the net
  interest income and profitability of the Company, and there can be no assurance
  that this spread will not decrease.  Although economic conditions in the market
  area of the Company have been generally stronger than those in many other
  regions of the country, there can be no assurance that such conditions will
  continue to prevail.  Moreover, substantially all of the loans of Vectra Bank
  are to individuals and businesses in the Denver/Boulder, Colorado area, and any
  decline in the economy of this market area could have an adverse impact on
  Vectra Bank, and in turn, the Company. There can
  
                                         7
  11
  be no assurance that positive trends or developments discussed herein will
  continue or that negative trends or developments will not have a material
  adverse effect on the Company.
  
           Vectra Bank has regularly used FHLB borrowings to fund a portion of
  its investment portfolio.  Investments of Vectra Bank funded with FHLB
  borrowings have principally been adjustable rate securities, with coupon rates,
  which generally reset monthly, tied to several indices.  The FHLB borrowings of
  Vectra Bank generally bear interest at variable rates, which reset daily or
  monthly.  Net interest income derived from the investments funded by FHLB
  borrowings declined in 1995 compared to prior years because of a flattening and
  inversion of the yield curve.  Flattening of the yield curve means the
  difference between longer-term and shorter-term rates decreases significantly.
  An inverted yield curve means shorter-term rates such as federal funds rates
  have become higher than certain longer-term rates.  Net interest income derived
  from the investments funded by FHLB borrowings might decline further if the
  degree of yield curve inversion were to increase (i.e., longer-term interest
  rates were to decline further below shorter-term rates) or if a significant
  portion of the coupon rates of the variable rate securities portfolio of Vectra
  Bank became subject to interest rate ceilings.  There can be no assurance that
  Vectra Bank will be able to earn returns or avoid losses from these investing
  activities in the future.
  
  COMPETITIVE BANKING ENVIRONMENT
  
           The banking business in Colorado is highly competitive.  Vectra Bank
  competes for loans and deposits with other local, regional and national
  commercial banks, savings banks, savings and loan associations, finance
  companies, money market funds, brokerage houses, credit unions and nonfinancial
  institutions, many of which have substantially greater financial resources than
  Vectra Bank.  Interstate banking is permitted in Colorado.  Currently, branch
  banking in Colorado is allowed on a limited basis.  After a phase-in period
  ending July 1, 1997, full state-wide branch banking will be permitted.  As a
  result, management believes that Vectra Bank may experience greater competition
  in its market area.
  
  DEPENDENCE ON KEY PERSONNEL
  
           The Company is highly dependent on the continued services of Gary S.
  Judd, its President and Chief Executive Officer, Ray L. Nash, its Chief
  Financial Officer, and other key management personnel.  The Company does not
  have employment agreements with such persons, nor does it have key person
  insurance on their lives.  The loss of the services of these persons could
  adversely affect the Company and Vectra Bank.
  
  SOURCES OF PAYMENTS OF DIVIDENDS
  
           The Company is a bank holding company which owns and operates one
  state-chartered bank, Vectra Bank, with a total of 11 locations.  Vectra Bank's
  ability to pay dividends to the Company is restricted by state and federal
  regulations.  Without prior regulatory approval, Vectra Bank cannot pay
  dividends during any calendar year in excess of the sum of its earnings during
  that year and the two previous years (less any other distributions during that
  period).  The Company does not intend to pay dividends on the Company Common
  Stock but instead intends to retain earnings to support the growth of its
  business.
  
                                         8
  12
  GOVERNMENT REGULATION AND RECENT LEGISLATION
  
           The Company and Vectra Bank are subject to extensive federal and state
  legislation, regulation and supervision which is intended primarily to protect
  depositors and the Bank Insurance Fund, rather than shareholders.  Recently
  enacted, proposed and future legislation and regulations designed to strengthen
  the banking industry have had and may continue to have a significant impact on
  the banking industry.  Although some of the legislative and regulatory changes
  may benefit the Company and Vectra Bank, others may increase its costs of doing
  business or otherwise adversely affect it and create competitive advantages for
  non-bank competitors.
  
  LIMITED MARKET HISTORY; POSSIBLE VOLATILITY OF MARKET PRICE
  
           The Common Stock has been traded in the Nasdaq National Market since
  March 24, 1994.  There can be no assurance, however, that a market for the
  Common Stock will be sustained or that the Company will qualify for listing in
  such market in the future.  The Company has a number of market makers for the
  Common Stock; however, such market makers are not obligated to continue to make
  a market for the Common Stock.  The market prices of the Common Stock may be
  volatile depending on various factors, including the general economy, stock
  market conditions, announcements by the Company or its competitors and
  fluctuations in operating results of the Company.
  
  SHARES OF THE COMMON STOCK ELIGIBLE FOR FUTURE SALE
  
           Substantially all of the outstanding shares of the Common Stock may be
  sold in the public market subject, in the case of shares owned by affiliates of
  the Company, to compliance with Rule 144 under the Securities Act of 1933.
  Future market sales of shares of the Common Stock may depress the market price
  of the Common Stock.
  
  ANTI-TAKEOVER PROVISIONS; LIMITATION ON OWNERSHIP
  
           Federal law requires the prior approval of the Board of Governors for
  the acquisition of "control" of a bank holding company.  In addition, the board
  of directors of the Company has the authority to fix the rights and preferences
  of and issue additional series of preferred stock which may affect a potential
  change of control.  The outstanding 1994 Series A Preferred Stock of the
  Company is mandatorily redeemable, and the proposed 1996 Series A Preferred
  Stock will be redeemable, at the option of the Company (assuming the 1996
  Series A Preferred Stock is issued pursuant to the pending merger with Bank
  Land Co. and Southwest State Bank (see "The Company")) in the event of a
  "change of control" of the Company subject, in either case, to the prior
  approval of the Board of Governors, and to the extent not converted would
  require a redemption payment of approximately $19 million in the case of a
  change of control.  These provisions may make it more difficult for an outside
  party to acquire control of the Company.
  
                                  USE OF PROCEEDS
  
           Since this Prospectus relates to the offering of shares by the Selling
  Shareholders, the Company will not receive any of the proceeds from the sale of
  the Shares offered hereby.
  
                                         9
  13
                                SELLING SHAREHOLDERS
  
           The shareholders whose shares of Common Stock are covered by this
  Prospectus ("Selling Shareholders") are listed below.  The amount of Common
  Stock to be reoffered or resold by each Selling Shareholder pursuant to this
  Prospectus, and any other person with whom each Selling Shareholder is acting
  in concert for the purposes of selling Common Stock, is limited by Rule 144(e)
  promulgated by the SEC under the Securities Act.  Rule 144(e) prohibits
  reoffers and resales from exceeding, during any three-month period, the greater
  of (i) one percent of the Common Stock outstanding as shown by the most recent
  report or statement published by the Company, or (ii) the average weekly
  reported volume of trading in the Common Stock reported on the Nasdaq National
  Market System during the four calendar weeks preceding the date of receipt of
  the order to execute the transaction by the broker or the date of the execution
  of the transaction directly with a market maker.
  
           The following table sets forth (a) the name and the nature of any
  position, office or other material relationship with the Company within the
  past three years of the Selling Shareholders and (b) the number of shares owned
  by the Selling Shareholders, the number of shares being offered for sale by the
  Selling Shareholders and the number of shares to be owned by the Selling
  Shareholders after the offering of the shares, assuming the sale of all shares
  offered by the Selling Shareholders.
  Beneficial                                       Beneficial
                                      Ownership                     Number of        Ownership After
                                    Before Offering                  Shares            Offering(a)
  Name and Position                    (Number)           (%)       Offered             (Number)       (%)
  - -----------------                    --------           ---       -------             --------       ---
  Robert C. Barton, Regional            36,293(b)         1.1         7,800               28,493       (j)
  President of Vectra Bank
  
  Lauren O'Connell, Director             3,500(g)         (j)           300                3,200       (j)
  of Marketing and Service Quality
  
  J. Patrick McDuff, Regional           11,803(d)         (j)         3,800                8,003       (j)
  of Vectra Bank
  
  Michael Y. Meganck, Senior            17,093(e)         (j)         4,300               12,793       (j)
  Credit Policy Officer
  
  Ray L. Nash, Chief Financial          36,303(f)         1.1         8,500               27,803       (j)
  Officer
  
  June Kilburn, Controller               4,800(c)         (j)           400                4,400       (j)
  
  Debra J. Tynan, Director of            7,300(h)         (j)         1,100                6,200       (j)
  Technology and Information Services
  
  Joseph J. Wolf, Regional              12,033(i)         (j)         3,800                8,233       (j)
  President of Vectra Bank
  - ----------------        
  
                                         10
  14
  (a)      Assumes the sale of all shares offered hereby by all Selling
           Shareholders.
  (b)      Includes 16,333 shares of common stock which are presently exercisable
           (or exercisable within 60 days) pursuant to options granted under the
           Company's Employees' Equity Incentive Plan and Non-Statutory Stock
           Option Plan.
  (c)      Includes 4,400 shares of common stock which are presently exercisable
           (or exercisable within 60 days) pursuant to options granted under the
           Company's Employee's Equity Incentive Plan and Non-Statutory Stock
           Option Plan.
  (d)      Includes 7,633 shares of common stock which are presently exercisable
           (or exercisable within 60 days) pursuant to options granted under the
           Company's Employees' Equity Incentive Plan and Non-Statutory Stock
           Option Plan.
  (e)      Includes 8,633 shares of common stock which are presently exercisable
           (or exercisable within 60 days) pursuant to options granted under the
           Company's Employees' Equity Incentive Plan and Non-Statutory Stock
           Option Plan.
  (f)      Includes 18,333 shares of common stock which are presently exercisable
           (or exercisable within 60 days) pursuant to options granted under the
           Company's Employees' Equity Incentive Plan and Non-Statutory Stock
           Option Plan.
  (g)      Includes 3,200 shares  of common stock which are presently exercisable
           (or exercisable within 60 days) pursuant to options granted under the
           Company's Employees' Equity Incentive Plan and Non-Statutory Stock
           Option Plan.
  (h)      Includes 6,200 shares of common stock which are presently exercisable
           (or exercisable within 60 days) pursuant to options granted under the
           Company's Employees' Equity Incentive Plan and Non-Statutory Stock
           Option Plan.
  (i)      Includes 8,233 shares of common stock which are presently exercisable
           (or exercisable within 60 days) pursuant to options granted under the
           Company's Employees' Equity Incentive Plan and Non-Statutory Stock
           Option Plan.
  (j)      Less than 1%.
  
                                PLAN OF DISTRIBUTION
  
           The Shares offered hereby on behalf of the Selling Shareholders are to
  be sold from time to time by means of (i) ordinary brokers' transactions, (ii)
  purchases by a broker or dealer as principal and resale by such broker or
  dealer for its account pursuant to this Prospectus, or (iii) a combination of
  any such methods of sale in each case at market prices.  In connection
  therewith, distributors' or sellers' commissions may be paid or allowed which
  will not exceed those customary in the types of transactions involved.
  Commissions may also be received from purchasers for whom brokers or dealers
  act as agents.  Such brokers or dealers and any other participating brokers or
  dealers may be deemed to be "underwriters" within  the meaning of the
  Securities Act in connection with such sales.
  
           In addition, any securities covered by this Prospectus that qualify
  for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant
  to this Prospectus.  However, the amount of Common Stock that may be reoffered
  or resold by means of this Prospectus by each Selling Shareholder, and any
  other person with whom the Selling Shareholder is acting in concert for the
  purpose of selling securities of the Company, may not exceed, during any
  three-month period, the amount specified in Rule 144(e).
  
           No assurance can be given that any of the Selling Shareholders will
  offer for sale or sell any or all of the Common Stock covered by this
  Prospectus.
  
                                   LEGAL MATTERS
  
           The legality of the Common Stock offered hereby is being passed upon
  by Jones & Keller, P.C., Denver, Colorado.
  
                                         11
  15
                                      EXPERTS
  
           The consolidated financial statements of the Company as of December
  31, 1995 and 1994, and for each of the years in the three-year period ended
  December 31, 1995, have been incorporated by reference herein in reliance on
  the report of KPMG Peat Marwick LLP, independent certified public accountants,
  incorporated by reference herein, and upon the authority of said firm as
  experts in accounting and auditing.  The report of KPMG Peat Marwick LLP refers
  to changes in the methods of accounting for impairment of loans in 1995, for
  goodwill in 1994, and for income taxes and certain investments in debt and
  equity securities in 1993.
  
                                         12
  16
                                      PART II
  
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           1.  Vectra Banking Corporation (the "Company") hereby incorporates by
  reference into this registration statement the following documents previously
  filed with the Securities and Exchange Commission (the "Commission"):
  
           a.      the Company's Annual Report on Form 10-K for the year ended
                   December 31, 1995, and Amendment No. 1 on Form 10-K-A;
  
           b.      the Company's Quarterly Report on Form 10-Q for the period
                   ended March 31, 1996;
  
           c.      the description of the Common Stock, par value $.01 per share,
                   of the Company set forth in the Registration Statement on Form
                   8-A, filed with the Commission on March 10, 1994, including
                   any amendment or report filed for the purpose of updating such
                   description; and
  
           d.      all documents filed by the Company with the Commission
                   pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
                   Securities Exchange Act of 1934, as amended (the "Exchange
                   Act"), subsequent to the date of this Registration Statement
                   shall be deemed to be incorporated herein by reference and to
                   be a part hereof from the date of the filing of such documents
                   until such time as there shall have been filed a post-
                   effective amendment that indicates that all securities offered
                   hereby have been sold or that deregisters all securities
                   remaining unsold at the time of such amendment.
  
           2.  The  Corporation will provide without charge to each person to
  whom a copy of this Prospectus has been delivered, on the written or oral
  request of such person, a copy of any or all of the documents referred to above
  which have been or may be incorporated in this Prospectus by reference, other
  than exhibits to such documents, and any or all other documents required to be
  delivered to employees of the Corporation pursuant to Rule 428(b) under the
  Securities Act.  Written requests or requests by telephone for such copies, or
  additional information about the Incentive Stock Purchase Agreements should be
  directed to Ray L. Nash, Vectra Banking Corporation, 1650 South Colorado
  Boulevard, Suite 320, Denver, Colorado 80222, (303) 782-7440.
  
  Item 4.  Description of Securities.
  
           Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
  
           Not applicable.
  
  Item 6.  Indemnification of Directors and Officers.
  
           Article 109 of Title 7 of the Colorado Revised Statutes enables a
  Colorado corporation to indemnify its officers, directors, employees and agents
  against liabilities, damages, costs and expenses for which they are liable in
  their Official Capacities (as defined by this statute) if they acted in good
  faith and had no reasonable basis to believe their conduct was not in the best
  interest of the Registrant or was illegal.
  
           Article XVI of Registrant's Articles of Incorporation limits the
  liability of directors to the full extent provided by Colorado law.
  
                                        II-1
  17
           Article VIII of the Registrant's Bylaws provide indemnification to
  officers, directors, employees and agents to the fullest extent provided by
  Colorado law.
  
           The Registrant also has a financial institution corporate
  indemnification and directors and affiliates policy with the St. Paul Mercury
  Insurance Company under which officers and directors are covered for losses
  arising from claims against such persons who held their official positions at
  the time of "wrongful acts" defined as any actual or alleged (1) error or
  misstatement or (2) misleading statement or (3) act or omission or (4) breach
  of duty or (5) breach of fiduciary duty or (6) any other act.
  
  Item 7.  Exemption from Registration Claimed
  
           Not applicable.
  
  Item 8.  Exhibits
  
           The following documents are filed as a part of this registration
  statement.  Where such filing is made by incorporation by reference to a
  previously filed report, such report is identified.  See the Index to Exhibits
  included with the exhibits filed as a part of this report.
  
  Exhibit          Description
  - -------          -----------
  
  4.1              Amended and Restated Articles of Incorporation of the
                   Registrant, filed as Exhibit 3.1 to the Registrant's
                   Registration Statement No. 33-74724 on Form SB-2, effective
                   March 23, 1994 ("SB-2 Registration Statement) and incorporated
                   herein by reference.
  
  4.2              Bylaws of the Registrant, as amended, filed as Exhibit 3.2 to
                   the Registrant's SB-2 Registration Statement and incorporated
                   herein by reference.
  
  4.3              Incentive Stock Purchase Agreements separately executed
                   between the Company (formerly known as Mountain West Banking
                   Corporation) on the one hand and each of Robert C. Barton,
                   June Kilburn, J. Patrick McDuff, Michael Y. Meganck, Ray L.
                   Nash, Lauren O'Connell, Debra J. Tynan, and Joseph J. Wolf on
                   the other hand.
  
  5.1              Opinion of Jones & Keller, P.C.
  
  23.1             Consent of Jones & Keller, P.C. (included in their opinion
                   filed as Exhibit 5.1).
  
  23.2             Consent of KPMG Peat Marwick LLP.
  
  25.1             Power of Attorney (see signature page of this Registration
                   Statement - Page II-4.
  
  Item 9.  Undertakings.
  
           A.  The undersigned Registrant hereby undertakes:
  
                   (1)  to file, during any period in which offers or sales are
  being made, a post-effective amendment to this registration statement to
  include any material information with respect to the plan of distribution not
  previously disclosed in the registration statement or any material change to
  such information in the registration statement;
  
                   (2)  that, for the purpose of determining any liability under
  the Securities Act of 1933, as amended (the "Securities Act"), each such
  post-effective amendment shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof; and
  
                                        II-2
  18
                   (3)  to remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           B.  The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act, each filing of the
  Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Exchange Act (and, where applicable each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the registration statement shall be deemed to be a
  new registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           C.  Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is therefore, unenforceable.  In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by
  such director, officer or controlling person in connection with the securities
  being registered, the Registrant will, unless in the opinion of its counsel the
  matter has been settled by controlling precedent, submit to a court of
  appropriate jurisdiction the question of whether such indemnification by it is
  against public policy as expressed in the Securities Act and will be governed
  by the final adjudication of such issue.
  
                                        II-3
  19
                                     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 authorized this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized in the City and County of Denver, Colorado, on May 30, 1996.
  
                                    VECTRA BANKING CORPORATION
  
                                    By: /s/ Gary S. Judd                     
                                        -------------------------------------
                                        Gary S. Judd, President
  
                                 POWER OF ATTORNEY
  
           Each individual whose signature appears below hereby designates and
  appoints Gary S. Judd and Ray L. Nash, and each of them, as such person's true
  and lawful attorneys-in-fact and agents (the "Attorneys-in-Fact") with full
  power of substitution and resubstitution, for each person and in such person's
  name, place, and stead, in any and all capacities, to sign any and all
  amendments (including post-effective amendments) to this registration
  statement, which amendments may make such changes in this registration
  statement as either Attorney-in-Fact deems appropriate and to file each such
  amendment with all exhibits thereto, and all documents in connection therewith,
  with the Securities and Exchange Commission, granting unto such
  Attorneys-in-Fact and each of them, full power and authority to do and perform
  each and every act and thing requisite and necessary to be done in and about
  the premises, as fully to all intents and purposes as such person might or
  could do in person, hereby ratifying and confirming all that such
  Attorneys-in-Fact or either of them, or their substitute or substitutes, may
  lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities indicated.
  Signatures                     Title                                 Date
  - ----------                     -----                                 ----
  /s/ Gary S. Judd               Director, President                   May 30, 1996
  - ------------------------       and Chief Executive Officer           
  Gary S. Judd                   (Principal Executive Officer) 
                                                               
  /s/ Richard B. Tucker          Director                              May 30, 1996
  - ------------------------                                                         
  Richard B. Tucker              
                                 
  /s/ Robert Greene              Director                              May 30, 1996
  - ------------------------                                                         
  Robert Greene                  
                                 
  /s/ James L. Rumsey            Director                              May 30, 1996
  - ------------------------                                                         
  James L. Rumsey                
                                 
  /s/ W. James Tozer, Jr.        Director                              May 30, 1996
  - ------------------------                                                         
  W. James Tozer, Jr.
  II-4
  20
  /s/ Robert A. Silverberg           Director and Executive            May 30, 1996
  - ---------------------------        Vice President                    
  Robert A. Silverberg                                                
                                                                      
  /s/ Mary Gittings Cronin           Director                          May 30, 1996
  - ---------------------------                                          
  Mary Gittings Cronin                                                
                                                                      
  /s/ Ray L. Nash                    Chief Financial Officer and       May 30, 1996
  - ---------------------------        Principal Accounting Officer      
  Ray L. Nash
  II-5
  21
                                 INDEX TO EXHIBITS
  
  Exhibit          Description
  - -------          -----------
  
  4.1              Amended and Restated Articles of Incorporation of the
                   Registrant, filed as Exhibit 3.1 to the Registrant's
                   Registration Statement No. 33-74724 on Form SB-2, effective
                   March 23, 1994 ("SB-2 Registration Statement"), and
                   incorporated herein by reference.(1)
  
  4.2              Bylaws of the Registrant, as amended, filed as Exhibit 3.2 to
                   the Registrant's SB-2 Registration Statement and incorporated
                   herein by reference.(1)
  
  4.3              Incentive Stock Purchase Agreements separately executed
                   between the Company (formerly known as Mountain West Banking
                   Corporation) on the one hand and each of Robert C.  Barton,
                   June Kilburn, J. Patrick McDuff, Michael Y. Meganck, Ray L.
                   Nash, Lauren O'Connell, Debra J. Tynan, and Joseph J. Wolf on
                   the other hand.  Filed herewith.
  
  5.1              Opinion of Jones & Keller, P.C.  Filed herewith.
  
  23.1             Consent of Jones & Keller, P.C. (included in their opinion
                   filed as Exhibit 5.1).  Filed herewith.
  
  23.2             Consent of KPMG Peat Marwick LLP.  Filed herewith.
  
  25.1             Power of Attorney (see signature page of this Registration
                   Statement - Page II-4).
  
  ______________
  
  (1)      Filed with Registration Statement No. 33-74724 on or about March 9,
           1994, and incorporated herein by reference.
  
                                        II-6