<PAGE>

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        United Community Financial Corp.
             ------------------------------------------------------
             (Exact name of registrant as specified in its Charter)

               Ohio                                  34-1856319
   --------------------------------      -------------------------------------
    (State or other jurisdiction         (I.R.S.  Employer Identification No.)
  of incorporation or organization)

       275 Federal Plaza West
            Youngstown, Ohio                             44503-1203
----------------------------------------    ----------------------------------
(Address of Principal Executive Offices)                 (Zip Code)

                        United Community Financial Corp.
                          1999 Long-term Incentive Plan
                        --------------------------------
                            (Full title of the plan)

                           Douglas M. McKay, President
                        United Community Financial Corp.
                             275 Federal Plaza West
                           Youngstown, Ohio 44503-1203
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (330) 742-0500
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

        Title of                                  Proposed maximum              Proposed maximum            Amount of
     securities to           Amount to be           offering price              aggregate offering         registration
     be registered            registered             per share (1)                     price                   fee
-------------------------  ------------------  --------------------------  ----------------------------  ----------------
<S>                        <C>                 <C>                         <C>                           <C>
Common Shares,                 3,471,562                 $6.97                    $21,193,723.40              $5,596
without par value

</TABLE>

(1)      Of the 3,471,562 shares being registered, 638,483 shares may be
         purchased for $6.97 per share upon the exercise of options already
         granted. The offering price of the remaining 2,833,079 shares, which
         have been reserved for the future grant of options, has been determined
         for purposes of calculating the registration fee pursuant to 17 C.F.R.
         ss.230.457(h) to be $5.91 per share on May 24, 2000.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, filed with the Securities and Exchange Commission
(the Commission) on March 29, 2000, the Registrant's Quarterly Report on Form
10-Q for the period ended March 31, 2000 filed with the Commission on May 12,
2000, and all documents filed with the Commission pursuant to the
requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of
1934 (Exchange Act) since May 12, 2000, are hereby incorporated by reference.

         The description of the Registrant's common stock contained in
Registrant's Registration Statement on Form S-1 (File No. 333-47957), filed
with the Commission on March 13, 1998, is hereby incorporated by reference.

         All documents which may be filed with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities
then remaining unsold, shall also be deemed to be incorporated herein by
reference and to be made a part hereof from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         A. Division (E) of Section 1701.13 of the Ohio Revised Code
governs indemnification by a corporation and provides as follows:

         (E)(1) A corporation may indemnify or agree to indemnify any
   person who was or is a party or is threatened to be made a party, to
   any threatened, pending, or completed action, suit, or proceeding,
   whether civil, criminal, administrative, or investigative, other than
   an action by or in the right of the corporation, by reason of the fact
   that he is or was a director, officer, employee, or agent of the
   corporation, or is or was serving at the request of the corporation as
   a director, trustee, officer, employee, or agent of another
   corporation, domestic or foreign, nonprofit or for profit, partnership,
   joint venture, trust, or other enterprise, against expenses, including
   attorney's fees, judgments, fines, and amounts paid in


                                      -2-
<PAGE>


   settlement actually and reasonably incurred by him in connection with such
   action, suit, or proceeding if he acted in good faith and in a manner he
   reasonably believed to be in or not opposed to the best interests of
   the corporation, and with respect to any criminal action or proceeding,
   had no reasonable cause to believe his conduct was unlawful. The
   termination of any action, suit, or proceeding by judgment, order,
   settlement, or conviction, or upon a plea of nolo contendere or its
   equivalent, shall not, of itself, create a presumption that the person
   did not act in good faith and in a manner he reasonably believed to be
   in or not opposed to the best interests of the corporation and, with
   respect to any criminal action or proceeding, he had reasonable cause
   to believe that his conduct was unlawful.

            (2) A corporation may indemnify or agree to indemnify any
   person who was or is a party or is threatened to be made a party, to
   any threatened, pending, or completed action or suit by or in the right
   of the corporation to procure a judgment in its favor by reason of the
   fact that he is or was a director, officer, employee, or agent of the
   corporation, or is or was serving at the request of the corporation as
   a director, trustee, officer, employee or agent of another corporation,
   domestic or foreign, nonprofit or for profit, partnership, joint
   venture, trust, or other enterprise, against expenses, including
   attorney's fees, actually and reasonably incurred by him in connection
   with the defense or settlement of such action or suit if he acted in
   good faith and in a manner he reasonably believed to be in or not
   opposed to the best interests of the corporation, except that no
   indemnification shall be made in respect of any of the following:

                (a) Any claim, issue, or matter as to which such person is
            adjudged to be liable for negligence or misconduct in the
            performance of his duty to the corporation unless, and only to
            the extent that the court of common pleas or the court in which
            such action or suit was brought determines upon application that,
            despite the adjudication of liability, but in view of all the
            circumstances of the case, such person is fairly and reasonably
            entitled to indemnity for such expenses as the court of common
            pleas or such other court shall deem proper;

                (b) Any action or suit in which the only liability asserted
            against a director is pursuant to section 1701.95 of the Revised
            Code.

            (3) To the extent that a director, trustee, officer, employee,
   or agent has been successful on the merits or otherwise in defense of
   any action, suit, or proceeding referred to in divisions (E)(1) and (2)
   of this section, or in defense of any claim, issue, or matter therein,
   he shall be indemnified against expenses, including attorney's fees,
   actually and reasonably incurred by him in connection with the action,
   suit, or proceeding.

            (4) Any indemnification under divisions (E)(1) and (2) of this
   section, unless ordered by a court, shall be made by the corporation
   only as authorized in the specific case upon a determination that
   indemnification of the director, trustee, officer, employee, or agent
   is proper in the circumstances because he has met the applicable
   standard of conduct set forth in divisions (E)(1) and (2) of this
   section. Such determination shall be made as follows:


                                      -3-
<PAGE>


                (a) By a majority vote of a quorum consisting of directors
            of the indemnifying corporation who were not and are not parties
            to or threatened with any such action, suit, or proceeding;

                (b) If the quorum described in division (E)(4)(a) of this
            section is not obtainable or if a majority vote of a quorum of
            disinterested directors so directs, in a written opinion by
            independent legal counsel other than an attorney, or a firm
            having associated with it an attorney, who has been retained by
            or who has performed services for the corporation or any person
            to be indemnified within the past five years;

                (c) By the shareholders; or

                (d) By the court of common pleas or the court in which such
            action, suit, or proceeding was brought.

            Any determination made by the disinterested directors under
   division (E)(4)(a) or by independent legal Counsel under division
   (E)(4)(b) of this section shall be promptly communicated to the person
   who threatened or brought the action or suit by or in the right of the
   corporation under division (E)(2) of this section, and within ten days
   after receipt of such notification, such person shall have the right to
   petition the court of common pleas or the court in which action or suit
   was brought to review the reasonableness of such determination.

            (5)(a) Unless at the time of a director's act or omission that
   is the subject of an action, suit, or proceeding referred to in
   divisions (E)(1) and (2) of this section, the articles or the
   regulations of a corporation state by specific reference to this
   division that the provisions of this division do not apply to the
   corporation and unless the only liability asserted against a director
   in an action, suit, or proceeding referred to in divisions (E)(1) and
   (2) of this section is pursuant to section 1701.95 of the Revised Code,
   expenses, including attorney's fees, incurred by a director in
   defending the action, suit, or proceeding shall be paid by the
   corporation as they are incurred, in advance of the final disposition
   of the action, suit, or proceeding upon receipt of an undertaking by or
   on behalf of the director in which he agrees to do both of the
   following:

                          (i)  Repay such amount if it is  proved  by clear
                     and convincing evidence in a court of competent
                     jurisdiction that his action or failure to act involved
                     an act or omission undertaken with deliberate intent to
                     cause injury to the corporation or undertaken with
                     reckless disregard for the best interests of the
                     corporation;

                          (ii) Reasonably cooperate with the corporation
                    concerning the action, suit, or proceeding.


                                      -4-
<PAGE>



                (b) Expenses, including attorney's fees, incurred by a
            director, trustee, officer, employee, or agent in defending any
            action, suit, or proceeding referred to in divisions (E)(1) and
            (2) of this section, may be paid by the corporation as they are
            incurred, in advance of the final disposition of the action, suit,
            or proceeding as authorized by the directors in the specific case
            upon receipt of an undertaking by or on behalf of the director,
            trustee, officer, employee, or agent to repay such amount, if it
            ultimately is determined that he is not entitled to be indemnified
            by the corporation.

            (6) The indemnification authorized by this section shall not
   be exclusive of, and shall be in addition to, any other rights granted
   to those seeking indemnification under the articles of the regulations
   or any agreement, vote of shareholders or disinterested directors, or
   otherwise, both as to action in his official capacity and as to action
   in another capacity while holding such office, and shall continue as to
   a person who has ceased to be a director, trustee, officer, employee,
   or agent and shall inure to the benefit of the heirs, executors, and
   administrators of such a person.

            (7) A corporation may purchase and maintain insurance or
   furnish similar protection, including but not limited to trust funds,
   letters of credit, or self-insurance, on behalf of or for any person
   who is or was a director, officer, employee, or agent of the
   corporation, or is or was serving at the request of the corporation as
   a director, trustee, officer, employee, or agent of another
   corporation, domestic or foreign, nonprofit or profit, partnership,
   joint venture, trust, or other enterprise, against any liability
   asserted against him and incurred by him in any such capacity, or
   arising out of his status as such, whether or not the corporation would
   have the power to indemnify him against such liability under this
   section. Insurance may be purchased from or maintained with a person in
   which the corporation has a financial interest.

            (8) The authority of a corporation to indemnify persons
   pursuant to divisions (E)(1) and (2) of this section does not limit the
   payment of expenses as they are incurred, indemnification, insurance,
   or other protection that may be provided pursuant to divisions (E)(5),
   (6), and (7) of this section. Divisions (E)(1) and (2) of this section
   do not create any obligation to repay or return payments made by the
   corporation pursuant to division (E)(5), (6), or (7).

            (9) As used in this division, references to "corporation"
   includes all constituent corporations in a consolidation or merger and
   the new or surviving corporation, so that any person who is or was a
   director, officer, employee, or agent of such a constituent
   corporation, or is or was serving at the request of such constituent
   corporation as a director, trustee, officer, employee, or agent of
   another corporation, domestic or foreign, nonprofit or for profit,
   partnership, joint venture, trust, or other enterprise, shall stand in
   the same position under this section with respect to the new or
   surviving corporation as he would if he had served the new or surviving
   corporation in the same capacity.


                                      -5-
<PAGE>

                  B. Article Five of the Registrant's regulations governs
indemnification by the Registrant and provides as follows:

                  SECTION 5.01. MANDATORY INDEMNIFICATION. The corporation shall
         indemnify any officer or director of the corporation who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action, suit or proceeding, whether civil, criminal,
         administrative or investigative (including, without limitation, any
         action threatened or instituted by or in the right of the corporation),
         by reason of the fact that he is or was a director, officer, employee
         or agent of the corporation, or is or was serving at the request of the
         corporation as a director, trustee, officer, employee or agent of
         another corporation (domestic or foreign, nonprofit or for profit),
         partnership, joint venture, trust or other enterprise, against expenses
         (including, without limitation, attorneys' fees, filing fees, court
         reporters' fees and transcript costs), judgments, fines and amounts
         paid in settlement actually and reasonably incurred by him in
         connection with such action, suit or proceeding if he acted in good
         faith and in a manner he reasonably believed to be in or not opposed to
         the best interests of the corporation, and with respect to any criminal
         action or proceeding, he had no reasonable cause to believe his conduct
         was unlawful. A person claiming indemnification under this Section 5.01
         shall be presumed, in respect of any act or omission giving rise to
         such claim for indemnification, to have acted in good faith and in a
         manner he reasonably believed to be in or not opposed to the best
         interests of the corporation, and with respect to any criminal matter,
         to have had no reasonable cause to believe his conduct was unlawful,
         and the termination of any action, suit or proceeding by judgment,
         order, settlement or conviction, or upon a plea of nolo contendere or
         its equivalent, shall not, of itself, rebut such presumption.

                  SECTION 5.02. COURT-APPROVED INDEMNIFICATION. Anything
         contained in the Regulations or elsewhere to the contrary
         notwithstanding:

                  (A) the corporation shall not indemnify any officer or
         director of the corporation who was a party to any completed action or
         suit instituted by or in the right of the corporation to procure a
         judgment in its favor by reason of the fact that he is or was a
         director, officer, employee or agent of the corporation, or is or was
         serving at the request of the Corporation as a director, trustee,
         officer, employee or agent of the corporation (domestic or foreign,
         nonprofit or for profit), partnership, joint venture, trust or other
         enterprise, in respect of any claim, issue or matter asserted in such
         action or suit as to which he shall have been adjudged liable for
         acting with reckless disregard for the best interests of the
         corporation or misconduct (other than negligence) in the performance of
         his duty to the corporation unless and only to the extent that the
         Court of Common Pleas of Mahoning County, Ohio or the court in which
         such action or suit was brought shall determine upon application that,
         despite such adjudication or liability, and in view of all the
         circumstances of the case, he is fairly and reasonably entitled to such
         indemnity as such Court of Common Pleas or such other court shall deem
         proper; and

                  (B) the corporation shall promptly make any such unpaid
         indemnification as is determined by a court to be proper as
         contemplated by this Section 5.02.


                                      -6-
<PAGE>


                  SECTION 5.03. INDEMNIFICATION FOR EXPENSES. Anything contained
         in the Articles, the Regulations or elsewhere to the contrary
         notwithstanding, to the extent that an officer or director of the
         corporation has been successful on the merits or otherwise in defense
         of any action, suit or proceeding referred to in Section 5.01, or in
         defense of any claim, issue or matter therein, he shall be promptly
         indemnified by the corporation against expenses (including, without
         limitation, attorneys' fees, filing fees, court reporters' fees and
         transcript costs) actually and reasonably incurred by him in connection
         therewith.

                  SECTION 5.04. DETERMINATION REQUIRED. Any indemnification
         required under Section 5.01 and not precluded under Section 5.02 shall
         be made by the corporation only upon a determination that such
         indemnification of the officer or director is proper in the
         circumstances because he has met the applicable standard of conduct set
         forth in Section 5.01. Such determination may be made only (A) by a
         majority vote of a quorum consisting of directors of the corporation
         who were not and are not parties to, or threatened with, any such
         action, suit or proceeding, or (B) if such a quorum is not obtainable
         or if a majority of a quorum of disinterested directors so directs, in
         a written opinion by independent legal counsel other than an attorney,
         or a firm having associated with it any attorney, who has been retained
         by or who has performed legal services for the corporation, or any
         person to be indemnified, within the past five years, or (C) by the
         shareholders, or (D) by the Court of Common Pleas of Mahoning County,
         Ohio or (if the corporation is a party thereto) the court in which such
         action, suit or proceeding was brought, if any; any such determination
         may be made by a court under division (D) of this Section 5.04 at any
         time, including, without limitation, any time before, during or after
         the time when any such determination may be requested of, be under
         consideration by or have been denied or disregarded by the
         disinterested directors under division (A) or by independent legal
         counsel under division (B) or by the shareholders under division (C) of
         this Section 5.04; and no failure for any reason to make any such
         determination, and no decision for any reason to deny any such
         determination, by the disinterested directors under division (A) or by
         independent legal counsel under division (B) or by shareholders under
         division (C) of this Section 5.04 shall be evidence in rebuttal of the
         presumption recited in Section 5.01. Any determination made by the
         disinterested directors under division (A) or by independent legal
         counsel under division (B) of this Section 5.04 to make indemnification
         in respect of any claim, issue or matter asserted in an action or suit
         threatened or brought by or in the right of the corporation shall be
         promptly communicated to the person who threatened or brought such
         action or suit, and within ten (10) days after receipt of such
         notification such person shall have the right to petition the Court of
         Common Pleas of Mahoning County, Ohio or the court in which such action
         or suit was brought, if any, to review the reasonableness of such
         determination.

                  SECTION 5.05. ADVANCES FOR EXPENSES. Expenses (including,
         without limitation, attorneys' fees, filing fees, court reporters' fees
         and transcript costs) incurred in defending any action, suit or
         proceeding referred to in Section 5.01 shall be paid by the corporation
         in advance of the final disposition of such action, suit or proceeding
         to or on behalf of the officer or director promptly as such expenses
         are incurred by him, but only if such officer or director shall first
         agree, in writing, to repay all amounts so paid in respect of any
         claim,


                                      -7-
<PAGE>


         issue or other matter asserted in such action, suit or proceeding in
         defense of which he shall not have been successful on the merits or
         otherwise:

                  (A) if it shall ultimately be determined as provided in
         Section 5.04 that he is not entitled to be indemnified by the
         corporation as provided under Section 5.01; or

                  (B) if, in respect of any claim, issue or other matter
         asserted by or in the right of the corporation in such action or suit,
         he shall have been adjudged to be liable for acting with reckless
         disregard for the best interests of the corporation or misconduct
         (other than negligence) in the performance of his duty to the
         corporation, unless and only to the extent that the Court of Common
         Pleas of Mahoning County, Ohio or the court in which such action or
         suit was brought shall determine upon application that, despite such
         adjudication of liability, and in view of all the circumstances, he is
         fairly and reasonably entitled to all or part of such indemnification.

                  SECTION 5.06. ARTICLE FIVE NOT EXCLUSIVE. The indemnification
         provided by this Article Five shall not be deemed of, any other rights
         to which any person seeking indemnification may be entitled under the
         Articles or the Regulations or any agreement, vote of shareholders or
         disinterested directors, or otherwise, both as to action in his
         official capacity and as to action in another capacity while holding
         such office, and shall continue as to a person who has ceased to be an
         officer or director of the corporation and shall inure to the benefit
         of the heirs, executors, and administrators of such person.

                  SECTION 5.07. INSURANCE. The corporation may purchase and
         maintain insurance, on behalf of any person who is or was a director,
         officer, employee or agent of the corporation, or is or was serving at
         the request of the corporation as a director, trustee, officer,
         employee or agent of another corporation (domestic or foreign,
         nonprofit or for profit), partnership, joint venture, trust or other
         enterprise, against any liability asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the corporation would have the obligation or the power to
         indemnify him against such liability under the provisions of this
         Article Five.

                  SECTION 5.08. CERTAIN DEFINITIONS. For purposes of this
         Article  Five,  and as examples and not by way of limitation:

                  (A) A person claiming indemnification under this Article Five
         shall be deemed to have been successful on the merits or otherwise in
         defense of any action, suit or proceeding referred to in Section 5.01,
         or in defense of any claim, issue or other matter therein, if such
         action, suit or proceeding shall be terminated as to such person, with
         or without prejudice, without the entry of a judgment or order against
         him, without a conviction of him, without the imposition of a fine upon
         him and without his payment or agreement to pay any amount in
         settlement thereof (whether or not any such termination is based upon a
         judicial or other determination of the lack of merit of the claims made
         against him or otherwise results in a vindication of him); and


                                      -8-
<PAGE>


                  (B) References to an "other enterprise" shall include employee
         benefit plans; references to a "fine" shall include any excise taxes
         assessed on a person with respect to any employee benefit plan; and
         references to "serving at the request of the corporation" shall include
         any service as a director, officer, employee or agent of the
         corporation which imposes duties on, or involves services by, such
         director, officer, employee or agent with respect to an employee
         benefit plan, its participants or beneficiaries; and a person who acted
         in good faith and in a manner he reasonably believed to be in the best
         interests of the participants and beneficiaries of any employee benefit
         plan shall be deemed to have acted in a manner "not opposed to the best
         interests of the Corporation" within the meaning of that term as used
         in this Article Five.

                  SECTION 5.09. VENUE. Any action, suit or proceeding to
         determine a claim for indemnification under this Article Five may be
         maintained by the person claiming such indemnification, or by the
         corporation, in the Court of Common Pleas of Mahoning County, Ohio. The
         corporation and (by claiming such indemnification) each such person
         consent to the exercise of jurisdiction over its or his person by the
         Court of Common Pleas of Mahoning County, Ohio in any such action, suit
         or proceeding.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See the Exhibit Index attached hereto.

ITEM 9.  UNDERTAKINGS.

         A.     Registrant hereby undertakes:

                (1)  To file, during any period in which it offers or sells
                     securities, a post-effective amendment to this registration
                     statement:

                     (i)   To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                     (ii)  To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated


                                      -9-
<PAGE>


                           maximum offering range may be reflected in the form
                           of a prospectus filed with the Commission pursuant to
                           Rule 424(b) if, in the aggregate, the changes in
                           volume and price represent no more than a 20% change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration Fee" table in the
                           effective registration statement.

                     (iii) 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;

                           PROVIDED, HOWEVER, That paragraphs (a)(1)(i) and
                           (a)(1)(ii) of this section do not apply if the
                           registration statement is on Form S-3, Form S-8 or
                           Form F-3, and the information required to be included
                           in a post-effective amendment by those paragraphs is
                           contained in periodic reports filed with or furnished
                           to the Commission by the Registrant pursuant to
                           section 13 or section 15(d) of the Securities
                           Exchange Act of 1934, that are incorporated by
                           reference in the registration statement.

                (2)  That, for the purpose of determining any liability under
                     the Securities Act of 1933, 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.

                (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
                ]of 1933, each filing of the Registrant's annual report
                pursuant to section 13(a) or section 15(d) of the Securities
                Exchange Act of 1934 (and, where applicable, each filing of an
                employee benefit plan's annual report pursuant to section
                15(d) of the Securities Exchange Act of 1934) 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
                Act, as amended 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 Securities and Exchange
                Commission such indemnification is against


                                     -10-
<PAGE>


                public policy as expressed in the 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 whether such indemnification by it
                is against public policy as expressed in the Act and will be
                governed by the final adjudication of such issue.



















                                     -11-
<PAGE>


                                   SIGNATURES

         THE REGISTRANT. Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Youngstown, State of
Ohio, on April 19, 2000.

                                       UNITED COMMUNITY FINANCIAL CORP.

                                       By: /s/ Douglas M. McKay
                                           ---------------------------
                                           Douglas M. McKay, President

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated.

<TABLE>
<CAPTION>

        Signature                                Title                     Date
        ---------                                -----                     ----
<S>                                              <C>                       <C>

/s/ Patrick A. Kelly                             Treasurer                 April 19, 2000
----------------------------------------
Patrick A. Kelly

/s/ Richard M. Barrett                           Director                  April 19, 2000
----------------------------------------
Richard M. Barrett

/s/ Thomas J. Cavalier                           Director                  April 19, 2000
----------------------------------------
Thomas J. Cavalier

/s/ Douglas M. McKay                             Director, President and
----------------------------------------         Chief Executive Officer   April 19, 2000
Douglas M. McKay

----------------------------------------         Director
Herbert F. Schuler, Sr.

/s/ Donald J. Varner                             Director and Secretary    April 19, 2000
----------------------------------------
Donald J. Varner

/s/ John F. Zimmerman                            Director                  April 19, 2000
----------------------------------------
John F. Zimmerman

</TABLE>


                                     -12-
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit No.       Description                                           Location
-----------       -----------                                           --------
<S>               <C>                                                   <C>

4(a)              United Community Financial Corp. 1999 Long-Term       Included herewith.
                  Incentive Plan

4(b)              Articles of Incorporation, as amended                 Included herewith.

4(c)              Amended Code of Regulations                           Incorporated by reference to
                                                                        the Form 10-K filed by the
                                                                        Registrant with the Commission
                                                                        for the fiscal year ended December
                                                                        31, 1998, on March 31, 1999,
                                                                        Exhibit 3.2.

5                 Opinion of Vorys, Sater, Seymour and Pease LLP as     Included herewith.
                  to legality

23(a)             Consent of Deloitte & Touche LLP                      Included herewith.

23(b)             Consent of Packer, Thomas & Co.                       Included herewith.

23(c)             Consent of Vorys, Sater, Seymour and Pease LLP        Included herewith in Exhibit 5.

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "S-8", "secsgml_size_bytes": 39935}]
{"company-data": {"conformed-name": "UNITED COMMUNITY FINANCIAL CORP", "cik": "0000707886", "assigned-sic": "6036", "irs-number": "341856319", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38028", "film-number": "645789"}, "business-address": {"street1": "275 FEDERAL PLAZA WEST", "city": "YOUNGSTOWN", "state": "OH", "zip": "44503-1203", "phone": "3307420500"}}
-------------------------------------------------------
                                            OMB APPROVAL
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                       Expires:                                 May 31, 2001
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                       -------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        United Community Financial Corp.
             ------------------------------------------------------
             (Exact name of registrant as specified in its Charter)

               Ohio                                  34-1856319
   --------------------------------      -------------------------------------
    (State or other jurisdiction         (I.R.S.  Employer Identification No.)
  of incorporation or organization)

       275 Federal Plaza West
            Youngstown, Ohio                             44503-1203
----------------------------------------    ----------------------------------
(Address of Principal Executive Offices)                 (Zip Code)

                        United Community Financial Corp.
                          1999 Long-term Incentive Plan
                        --------------------------------
                            (Full title of the plan)

                           Douglas M. McKay, President
                        United Community Financial Corp.
                             275 Federal Plaza West
                           Youngstown, Ohio 44503-1203
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (330) 742-0500
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of                                  Proposed maximum              Proposed maximum            Amount of
     securities to           Amount to be           offering price              aggregate offering         registration
     be registered            registered             per share (1)                     price                   fee
-------------------------  ------------------  --------------------------  ----------------------------  ----------------
Common Shares,                 3,471,562                 $6.97                    $21,193,723.40              $5,596
without par value
(1)      Of the 3,471,562 shares being registered, 638,483 shares may be
         purchased for $6.97 per share upon the exercise of options already
         granted. The offering price of the remaining 2,833,079 shares, which
         have been reserved for the future grant of options, has been determined
         for purposes of calculating the registration fee pursuant to 17 C.F.R.
         ss.230.457(h) to be $5.91 per share on May 24, 2000.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, filed with the Securities and Exchange Commission
(the Commission) on March 29, 2000, the Registrant's Quarterly Report on Form
10-Q for the period ended March 31, 2000 filed with the Commission on May 12,
2000, and all documents filed with the Commission pursuant to the
requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of
1934 (Exchange Act) since May 12, 2000, are hereby incorporated by reference.

         The description of the Registrant's common stock contained in
Registrant's Registration Statement on Form S-1 (File No. 333-47957), filed
with the Commission on March 13, 1998, is hereby incorporated by reference.

         All documents which may be filed with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities
then remaining unsold, shall also be deemed to be incorporated herein by
reference and to be made a part hereof from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         A. Division (E) of Section 1701.13 of the Ohio Revised Code
governs indemnification by a corporation and provides as follows:

         (E)(1) A corporation may indemnify or agree to indemnify any
   person who was or is a party or is threatened to be made a party, to
   any threatened, pending, or completed action, suit, or proceeding,
   whether civil, criminal, administrative, or investigative, other than
   an action by or in the right of the corporation, by reason of the fact
   that he is or was a director, officer, employee, or agent of the
   corporation, or is or was serving at the request of the corporation as
   a director, trustee, officer, employee, or agent of another
   corporation, domestic or foreign, nonprofit or for profit, partnership,
   joint venture, trust, or other enterprise, against expenses, including
   attorney's fees, judgments, fines, and amounts paid in

                                      -2-
settlement actually and reasonably incurred by him in connection with such
   action, suit, or proceeding if he acted in good faith and in a manner he
   reasonably believed to be in or not opposed to the best interests of
   the corporation, and with respect to any criminal action or proceeding,
   had no reasonable cause to believe his conduct was unlawful. The
   termination of any action, suit, or proceeding by judgment, order,
   settlement, or conviction, or upon a plea of nolo contendere or its
   equivalent, shall not, of itself, create a presumption that the person
   did not act in good faith and in a manner he reasonably believed to be
   in or not opposed to the best interests of the corporation and, with
   respect to any criminal action or proceeding, he had reasonable cause
   to believe that his conduct was unlawful.

            (2) A corporation may indemnify or agree to indemnify any
   person who was or is a party or is threatened to be made a party, to
   any threatened, pending, or completed action or suit by or in the right
   of the corporation to procure a judgment in its favor by reason of the
   fact that he is or was a director, officer, employee, or agent of the
   corporation, or is or was serving at the request of the corporation as
   a director, trustee, officer, employee or agent of another corporation,
   domestic or foreign, nonprofit or for profit, partnership, joint
   venture, trust, or other enterprise, against expenses, including
   attorney's fees, actually and reasonably incurred by him in connection
   with the defense or settlement of such action or suit if he acted in
   good faith and in a manner he reasonably believed to be in or not
   opposed to the best interests of the corporation, except that no
   indemnification shall be made in respect of any of the following:

                (a) Any claim, issue, or matter as to which such person is
            adjudged to be liable for negligence or misconduct in the
            performance of his duty to the corporation unless, and only to
            the extent that the court of common pleas or the court in which
            such action or suit was brought determines upon application that,
            despite the adjudication of liability, but in view of all the
            circumstances of the case, such person is fairly and reasonably
            entitled to indemnity for such expenses as the court of common
            pleas or such other court shall deem proper;

                (b) Any action or suit in which the only liability asserted
            against a director is pursuant to section 1701.95 of the Revised
            Code.

            (3) To the extent that a director, trustee, officer, employee,
   or agent has been successful on the merits or otherwise in defense of
   any action, suit, or proceeding referred to in divisions (E)(1) and (2)
   of this section, or in defense of any claim, issue, or matter therein,
   he shall be indemnified against expenses, including attorney's fees,
   actually and reasonably incurred by him in connection with the action,
   suit, or proceeding.

            (4) Any indemnification under divisions (E)(1) and (2) of this
   section, unless ordered by a court, shall be made by the corporation
   only as authorized in the specific case upon a determination that
   indemnification of the director, trustee, officer, employee, or agent
   is proper in the circumstances because he has met the applicable
   standard of conduct set forth in divisions (E)(1) and (2) of this
   section. Such determination shall be made as follows:

                                      -3-
(a) By a majority vote of a quorum consisting of directors
            of the indemnifying corporation who were not and are not parties
            to or threatened with any such action, suit, or proceeding;

                (b) If the quorum described in division (E)(4)(a) of this
            section is not obtainable or if a majority vote of a quorum of
            disinterested directors so directs, in a written opinion by
            independent legal counsel other than an attorney, or a firm
            having associated with it an attorney, who has been retained by
            or who has performed services for the corporation or any person
            to be indemnified within the past five years;

                (c) By the shareholders; or

                (d) By the court of common pleas or the court in which such
            action, suit, or proceeding was brought.

            Any determination made by the disinterested directors under
   division (E)(4)(a) or by independent legal Counsel under division
   (E)(4)(b) of this section shall be promptly communicated to the person
   who threatened or brought the action or suit by or in the right of the
   corporation under division (E)(2) of this section, and within ten days
   after receipt of such notification, such person shall have the right to
   petition the court of common pleas or the court in which action or suit
   was brought to review the reasonableness of such determination.

            (5)(a) Unless at the time of a director's act or omission that
   is the subject of an action, suit, or proceeding referred to in
   divisions (E)(1) and (2) of this section, the articles or the
   regulations of a corporation state by specific reference to this
   division that the provisions of this division do not apply to the
   corporation and unless the only liability asserted against a director
   in an action, suit, or proceeding referred to in divisions (E)(1) and
   (2) of this section is pursuant to section 1701.95 of the Revised Code,
   expenses, including attorney's fees, incurred by a director in
   defending the action, suit, or proceeding shall be paid by the
   corporation as they are incurred, in advance of the final disposition
   of the action, suit, or proceeding upon receipt of an undertaking by or
   on behalf of the director in which he agrees to do both of the
   following:

                          (i)  Repay such amount if it is  proved  by clear
                     and convincing evidence in a court of competent
                     jurisdiction that his action or failure to act involved
                     an act or omission undertaken with deliberate intent to
                     cause injury to the corporation or undertaken with
                     reckless disregard for the best interests of the
                     corporation;

                          (ii) Reasonably cooperate with the corporation
                    concerning the action, suit, or proceeding.

                                      -4-
(b) Expenses, including attorney's fees, incurred by a
            director, trustee, officer, employee, or agent in defending any
            action, suit, or proceeding referred to in divisions (E)(1) and
            (2) of this section, may be paid by the corporation as they are
            incurred, in advance of the final disposition of the action, suit,
            or proceeding as authorized by the directors in the specific case
            upon receipt of an undertaking by or on behalf of the director,
            trustee, officer, employee, or agent to repay such amount, if it
            ultimately is determined that he is not entitled to be indemnified
            by the corporation.

            (6) The indemnification authorized by this section shall not
   be exclusive of, and shall be in addition to, any other rights granted
   to those seeking indemnification under the articles of the regulations
   or any agreement, vote of shareholders or disinterested directors, or
   otherwise, both as to action in his official capacity and as to action
   in another capacity while holding such office, and shall continue as to
   a person who has ceased to be a director, trustee, officer, employee,
   or agent and shall inure to the benefit of the heirs, executors, and
   administrators of such a person.

            (7) A corporation may purchase and maintain insurance or
   furnish similar protection, including but not limited to trust funds,
   letters of credit, or self-insurance, on behalf of or for any person
   who is or was a director, officer, employee, or agent of the
   corporation, or is or was serving at the request of the corporation as
   a director, trustee, officer, employee, or agent of another
   corporation, domestic or foreign, nonprofit or profit, partnership,
   joint venture, trust, or other enterprise, against any liability
   asserted against him and incurred by him in any such capacity, or
   arising out of his status as such, whether or not the corporation would
   have the power to indemnify him against such liability under this
   section. Insurance may be purchased from or maintained with a person in
   which the corporation has a financial interest.

            (8) The authority of a corporation to indemnify persons
   pursuant to divisions (E)(1) and (2) of this section does not limit the
   payment of expenses as they are incurred, indemnification, insurance,
   or other protection that may be provided pursuant to divisions (E)(5),
   (6), and (7) of this section. Divisions (E)(1) and (2) of this section
   do not create any obligation to repay or return payments made by the
   corporation pursuant to division (E)(5), (6), or (7).

            (9) As used in this division, references to "corporation"
   includes all constituent corporations in a consolidation or merger and
   the new or surviving corporation, so that any person who is or was a
   director, officer, employee, or agent of such a constituent
   corporation, or is or was serving at the request of such constituent
   corporation as a director, trustee, officer, employee, or agent of
   another corporation, domestic or foreign, nonprofit or for profit,
   partnership, joint venture, trust, or other enterprise, shall stand in
   the same position under this section with respect to the new or
   surviving corporation as he would if he had served the new or surviving
   corporation in the same capacity.

                                      -5-
B. Article Five of the Registrant's regulations governs
indemnification by the Registrant and provides as follows:

                  SECTION 5.01. MANDATORY INDEMNIFICATION. The corporation shall
         indemnify any officer or director of the corporation who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action, suit or proceeding, whether civil, criminal,
         administrative or investigative (including, without limitation, any
         action threatened or instituted by or in the right of the corporation),
         by reason of the fact that he is or was a director, officer, employee
         or agent of the corporation, or is or was serving at the request of the
         corporation as a director, trustee, officer, employee or agent of
         another corporation (domestic or foreign, nonprofit or for profit),
         partnership, joint venture, trust or other enterprise, against expenses
         (including, without limitation, attorneys' fees, filing fees, court
         reporters' fees and transcript costs), judgments, fines and amounts
         paid in settlement actually and reasonably incurred by him in
         connection with such action, suit or proceeding if he acted in good
         faith and in a manner he reasonably believed to be in or not opposed to
         the best interests of the corporation, and with respect to any criminal
         action or proceeding, he had no reasonable cause to believe his conduct
         was unlawful. A person claiming indemnification under this Section 5.01
         shall be presumed, in respect of any act or omission giving rise to
         such claim for indemnification, to have acted in good faith and in a
         manner he reasonably believed to be in or not opposed to the best
         interests of the corporation, and with respect to any criminal matter,
         to have had no reasonable cause to believe his conduct was unlawful,
         and the termination of any action, suit or proceeding by judgment,
         order, settlement or conviction, or upon a plea of nolo contendere or
         its equivalent, shall not, of itself, rebut such presumption.

                  SECTION 5.02. COURT-APPROVED INDEMNIFICATION. Anything
         contained in the Regulations or elsewhere to the contrary
         notwithstanding:

                  (A) the corporation shall not indemnify any officer or
         director of the corporation who was a party to any completed action or
         suit instituted by or in the right of the corporation to procure a
         judgment in its favor by reason of the fact that he is or was a
         director, officer, employee or agent of the corporation, or is or was
         serving at the request of the Corporation as a director, trustee,
         officer, employee or agent of the corporation (domestic or foreign,
         nonprofit or for profit), partnership, joint venture, trust or other
         enterprise, in respect of any claim, issue or matter asserted in such
         action or suit as to which he shall have been adjudged liable for
         acting with reckless disregard for the best interests of the
         corporation or misconduct (other than negligence) in the performance of
         his duty to the corporation unless and only to the extent that the
         Court of Common Pleas of Mahoning County, Ohio or the court in which
         such action or suit was brought shall determine upon application that,
         despite such adjudication or liability, and in view of all the
         circumstances of the case, he is fairly and reasonably entitled to such
         indemnity as such Court of Common Pleas or such other court shall deem
         proper; and

                  (B) the corporation shall promptly make any such unpaid
         indemnification as is determined by a court to be proper as
         contemplated by this Section 5.02.

                                      -6-
SECTION 5.03. INDEMNIFICATION FOR EXPENSES. Anything contained
         in the Articles, the Regulations or elsewhere to the contrary
         notwithstanding, to the extent that an officer or director of the
         corporation has been successful on the merits or otherwise in defense
         of any action, suit or proceeding referred to in Section 5.01, or in
         defense of any claim, issue or matter therein, he shall be promptly
         indemnified by the corporation against expenses (including, without
         limitation, attorneys' fees, filing fees, court reporters' fees and
         transcript costs) actually and reasonably incurred by him in connection
         therewith.

                  SECTION 5.04. DETERMINATION REQUIRED. Any indemnification
         required under Section 5.01 and not precluded under Section 5.02 shall
         be made by the corporation only upon a determination that such
         indemnification of the officer or director is proper in the
         circumstances because he has met the applicable standard of conduct set
         forth in Section 5.01. Such determination may be made only (A) by a
         majority vote of a quorum consisting of directors of the corporation
         who were not and are not parties to, or threatened with, any such
         action, suit or proceeding, or (B) if such a quorum is not obtainable
         or if a majority of a quorum of disinterested directors so directs, in
         a written opinion by independent legal counsel other than an attorney,
         or a firm having associated with it any attorney, who has been retained
         by or who has performed legal services for the corporation, or any
         person to be indemnified, within the past five years, or (C) by the
         shareholders, or (D) by the Court of Common Pleas of Mahoning County,
         Ohio or (if the corporation is a party thereto) the court in which such
         action, suit or proceeding was brought, if any; any such determination
         may be made by a court under division (D) of this Section 5.04 at any
         time, including, without limitation, any time before, during or after
         the time when any such determination may be requested of, be under
         consideration by or have been denied or disregarded by the
         disinterested directors under division (A) or by independent legal
         counsel under division (B) or by the shareholders under division (C) of
         this Section 5.04; and no failure for any reason to make any such
         determination, and no decision for any reason to deny any such
         determination, by the disinterested directors under division (A) or by
         independent legal counsel under division (B) or by shareholders under
         division (C) of this Section 5.04 shall be evidence in rebuttal of the
         presumption recited in Section 5.01. Any determination made by the
         disinterested directors under division (A) or by independent legal
         counsel under division (B) of this Section 5.04 to make indemnification
         in respect of any claim, issue or matter asserted in an action or suit
         threatened or brought by or in the right of the corporation shall be
         promptly communicated to the person who threatened or brought such
         action or suit, and within ten (10) days after receipt of such
         notification such person shall have the right to petition the Court of
         Common Pleas of Mahoning County, Ohio or the court in which such action
         or suit was brought, if any, to review the reasonableness of such
         determination.

                  SECTION 5.05. ADVANCES FOR EXPENSES. Expenses (including,
         without limitation, attorneys' fees, filing fees, court reporters' fees
         and transcript costs) incurred in defending any action, suit or
         proceeding referred to in Section 5.01 shall be paid by the corporation
         in advance of the final disposition of such action, suit or proceeding
         to or on behalf of the officer or director promptly as such expenses
         are incurred by him, but only if such officer or director shall first
         agree, in writing, to repay all amounts so paid in respect of any
         claim,

                                      -7-
issue or other matter asserted in such action, suit or proceeding in
         defense of which he shall not have been successful on the merits or
         otherwise:

                  (A) if it shall ultimately be determined as provided in
         Section 5.04 that he is not entitled to be indemnified by the
         corporation as provided under Section 5.01; or

                  (B) if, in respect of any claim, issue or other matter
         asserted by or in the right of the corporation in such action or suit,
         he shall have been adjudged to be liable for acting with reckless
         disregard for the best interests of the corporation or misconduct
         (other than negligence) in the performance of his duty to the
         corporation, unless and only to the extent that the Court of Common
         Pleas of Mahoning County, Ohio or the court in which such action or
         suit was brought shall determine upon application that, despite such
         adjudication of liability, and in view of all the circumstances, he is
         fairly and reasonably entitled to all or part of such indemnification.

                  SECTION 5.06. ARTICLE FIVE NOT EXCLUSIVE. The indemnification
         provided by this Article Five shall not be deemed of, any other rights
         to which any person seeking indemnification may be entitled under the
         Articles or the Regulations or any agreement, vote of shareholders or
         disinterested directors, or otherwise, both as to action in his
         official capacity and as to action in another capacity while holding
         such office, and shall continue as to a person who has ceased to be an
         officer or director of the corporation and shall inure to the benefit
         of the heirs, executors, and administrators of such person.

                  SECTION 5.07. INSURANCE. The corporation may purchase and
         maintain insurance, on behalf of any person who is or was a director,
         officer, employee or agent of the corporation, or is or was serving at
         the request of the corporation as a director, trustee, officer,
         employee or agent of another corporation (domestic or foreign,
         nonprofit or for profit), partnership, joint venture, trust or other
         enterprise, against any liability asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the corporation would have the obligation or the power to
         indemnify him against such liability under the provisions of this
         Article Five.

                  SECTION 5.08. CERTAIN DEFINITIONS. For purposes of this
         Article  Five,  and as examples and not by way of limitation:

                  (A) A person claiming indemnification under this Article Five
         shall be deemed to have been successful on the merits or otherwise in
         defense of any action, suit or proceeding referred to in Section 5.01,
         or in defense of any claim, issue or other matter therein, if such
         action, suit or proceeding shall be terminated as to such person, with
         or without prejudice, without the entry of a judgment or order against
         him, without a conviction of him, without the imposition of a fine upon
         him and without his payment or agreement to pay any amount in
         settlement thereof (whether or not any such termination is based upon a
         judicial or other determination of the lack of merit of the claims made
         against him or otherwise results in a vindication of him); and

                                      -8-
(B) References to an "other enterprise" shall include employee
         benefit plans; references to a "fine" shall include any excise taxes
         assessed on a person with respect to any employee benefit plan; and
         references to "serving at the request of the corporation" shall include
         any service as a director, officer, employee or agent of the
         corporation which imposes duties on, or involves services by, such
         director, officer, employee or agent with respect to an employee
         benefit plan, its participants or beneficiaries; and a person who acted
         in good faith and in a manner he reasonably believed to be in the best
         interests of the participants and beneficiaries of any employee benefit
         plan shall be deemed to have acted in a manner "not opposed to the best
         interests of the Corporation" within the meaning of that term as used
         in this Article Five.

                  SECTION 5.09. VENUE. Any action, suit or proceeding to
         determine a claim for indemnification under this Article Five may be
         maintained by the person claiming such indemnification, or by the
         corporation, in the Court of Common Pleas of Mahoning County, Ohio. The
         corporation and (by claiming such indemnification) each such person
         consent to the exercise of jurisdiction over its or his person by the
         Court of Common Pleas of Mahoning County, Ohio in any such action, suit
         or proceeding.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         See the Exhibit Index attached hereto.

ITEM 9.  UNDERTAKINGS.

         A.     Registrant hereby undertakes:

                (1)  To file, during any period in which it offers or sells
                     securities, a post-effective amendment to this registration
                     statement:

                     (i)   To include any prospectus required by Section
                           10(a)(3) of the Securities Act of 1933;

                     (ii)  To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated

                                      -9-
maximum offering range may be reflected in the form
                           of a prospectus filed with the Commission pursuant to
                           Rule 424(b) if, in the aggregate, the changes in
                           volume and price represent no more than a 20% change
                           in the maximum aggregate offering price set forth in
                           the "Calculation of Registration Fee" table in the
                           effective registration statement.

                     (iii) 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;

                           PROVIDED, HOWEVER, That paragraphs (a)(1)(i) and
                           (a)(1)(ii) of this section do not apply if the
                           registration statement is on Form S-3, Form S-8 or
                           Form F-3, and the information required to be included
                           in a post-effective amendment by those paragraphs is
                           contained in periodic reports filed with or furnished
                           to the Commission by the Registrant pursuant to
                           section 13 or section 15(d) of the Securities
                           Exchange Act of 1934, that are incorporated by
                           reference in the registration statement.

                (2)  That, for the purpose of determining any liability under
                     the Securities Act of 1933, 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.

                (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
                ]of 1933, each filing of the Registrant's annual report
                pursuant to section 13(a) or section 15(d) of the Securities
                Exchange Act of 1934 (and, where applicable, each filing of an
                employee benefit plan's annual report pursuant to section
                15(d) of the Securities Exchange Act of 1934) 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
                Act, as amended 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 Securities and Exchange
                Commission such indemnification is against

                                     -10-
public policy as expressed in the 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 whether such indemnification by it
                is against public policy as expressed in the Act and will be
                governed by the final adjudication of such issue.

                                     -11-
SIGNATURES

         THE REGISTRANT. Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Youngstown, State of
Ohio, on April 19, 2000.

                                       UNITED COMMUNITY FINANCIAL CORP.

                                       By: /s/ Douglas M. McKay
                                           ---------------------------
                                           Douglas M. McKay, President

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated.
Signature                                Title                     Date
        ---------                                -----                     ----
/s/ Patrick A. Kelly                             Treasurer                 April 19, 2000
----------------------------------------
Patrick A. Kelly

/s/ Richard M. Barrett                           Director                  April 19, 2000
----------------------------------------
Richard M. Barrett

/s/ Thomas J. Cavalier                           Director                  April 19, 2000
----------------------------------------
Thomas J. Cavalier

/s/ Douglas M. McKay                             Director, President and
----------------------------------------         Chief Executive Officer   April 19, 2000
Douglas M. McKay

----------------------------------------         Director
Herbert F. Schuler, Sr.

/s/ Donald J. Varner                             Director and Secretary    April 19, 2000
----------------------------------------
Donald J. Varner

/s/ John F. Zimmerman                            Director                  April 19, 2000
----------------------------------------
John F. Zimmerman
-12-
EXHIBIT INDEX
Exhibit No.       Description                                           Location
-----------       -----------                                           --------
4(a)              United Community Financial Corp. 1999 Long-Term       Included herewith.
                  Incentive Plan

4(b)              Articles of Incorporation, as amended                 Included herewith.

4(c)              Amended Code of Regulations                           Incorporated by reference to
                                                                        the Form 10-K filed by the
                                                                        Registrant with the Commission
                                                                        for the fiscal year ended December
                                                                        31, 1998, on March 31, 1999,
                                                                        Exhibit 3.2.

5                 Opinion of Vorys, Sater, Seymour and Pease LLP as     Included herewith.
                  to legality

23(a)             Consent of Deloitte & Touche LLP                      Included herewith.

23(b)             Consent of Packer, Thomas & Co.                       Included herewith.

23(c)             Consent of Vorys, Sater, Seymour and Pease LLP        Included herewith in Exhibit 5.