AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 2004
                                                 REGISTRATION STATEMENT NO. 333-
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               -------------------
                          WALKER FINANCIAL CORPORATION
                          ----------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


<TABLE>
<CAPTION>

<S>                                                                        <C>
                       DELAWARE                                            13-2637172
   -------------------------------------------------         --------------------------------------
    (STATE OR OTHER JURISDICTION OF INCORPORATION             (I.R.S. EMPLOYER IDENTIFICATION NO.)
                   OR ORGANIZATION)
</TABLE>


                         370 OLD COUNTRY ROAD, SUITE 200
                           GARDEN CITY, NEW YORK 11530
           ---------------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)


                           2002 EQUITY INCENTIVE PLAN
           ---------------------------------------------------------
                            (FULL TITLE OF THE PLAN)

                                MITCHELL S. SEGAL
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          WALKER FINANCIAL CORPORATION
                         370 OLD COUNTRY ROAD, SUITE 200
                           GARDEN CITY, NEW YORK 11530
           ---------------------------------------------------------
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (516) 746-4141
            ---------------------------------------------------------
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                            SPENCER G. FELDMAN, ESQ.
                             GREENBERG TRAURIG, LLP
                                METLIFE BUILDING
                           200 PARK AVENUE, 15TH FLOOR
                            NEW YORK, NEW YORK 10166
                                 (212) 801-9200
                               -------------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                                  PROPOSED MAXIMUM            PROPOSED
           TITLE OF SECURITIES                AMOUNT TO BE         OFFERING PRICE        MAXIMUM AGGREGATE           AMOUNT OF
            TO BE REGISTERED                   REGISTERED             PER SHARE            OFFERING PRICE         REGISTRATION FEE
------------------------------------------ -------------------- ---------------------- ----------------------- --------------------

<S>                     <C>                      <C>                     <C>                <C>                      <C>
COMMON STOCK, PAR VALUE $.10, UNDERLYING         711,463                 (1)                $417,197(1)              $52.86(1)
STOCK OPTIONS PREVIOUSLY ISSUED OR TO BE         SHARES
ISSUED UNDER THE 2002 EQUITY INCENTIVE
PLAN
------------------------------------------ -------------------- ---------------------- ----------------------- --------------------
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee and
     computed in accordance with Rule 457(h) of the Securities Act of 1933, on
     the basis of (i) the exercise price of $.32 with respect to stock options
     to purchase 46,450 shares of our common stock, par value $.10 per share,
     granted under the 2002 Equity Incentive Plan (the "Plan"), and (ii) $.605,
     the average of the high and low prices per share reported on the OTC
     Bulletin Board with respect to stock options to purchase 665,013 shares of
     our common stock on April 16, 2004 to be granted under the Plan. This
     registration statement shall also cover any additional shares of our common
     stock which become issuable under the Plan or by reason of any stock
     dividend, stock split, recapitalization or other similar transaction
     effected without the receipt of consideration which results in an increase
     in the number of the outstanding shares of our common stock.

================================================================================


<PAGE>


                                EXPLANATORY NOTE

         This registration statement covers the maximum number of shares of our
common stock that could be issued upon exercise of all stock options previously
issued or to be issued under our 2002 Equity Incentive Plan.

                                     PART I.

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The information specified by Items 1 and 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428
promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Securities Act"), and the introductory
Note to Part I of Form S-8.

         The document(s) containing the information specified by Part I of Form
S-8 will be sent or given to participants under our 2002 Equity Incentive Plan
as specified by Rule 428(b)(1) under the Securities Act.

         Such documents will not be filed with the SEC in this registration
statement, but constitute (along with the documents incorporated by reference
into this registration statement pursuant to Item 3 of Part II hereof) a
prospectus which meets the requirements of Section 10(a) of the Securities Act.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed with the SEC, are hereby
incorporated by reference into this registration statement:

     (a)   our Annual Report on Form 10-KSB for the year ended December 31,
           2003, filed on April 14, 2004;

     (b)   all other reports filed by us pursuant to Section 13(a) or 15(d) of
           the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
           since December 31, 2003; and

     (c)   the description of our common stock contained in our registration
           statement on Form 8-A, including any amendments to such registration
           statement.

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

         Any statement contained in this registration statement, or in a
document incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein, or in a subsequently filed document incorporated
herein by


                                       2


<PAGE>


reference, 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 registration statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Our Certificate of Incorporation, as amended, provides that the
liability of our directors and officers or any of our stockholders for monetary
damages arising from a breach of their fiduciary duty as directors and officers
shall be limited to the fullest extent permitted by the General Corporation Law
of Delaware. This limitation does not apply with respect to any action in which
a director or officer would be liable under Section 174 of the General
Corporation Law of Delaware, nor does it apply with respect to any liability in
which a director or officer:

         o    breached his duty of loyalty to us or our stockholders;

         o    did not act in good faith or, in failing to act, did not act in
              good faith;

         o    acted in a manner involving intentional misconduct or a knowing
              violation of law or, in failing to act, shall have acted in a
              manner involving intentional misconduct or a knowing violation of
              law; or

         o    derived an improper personal benefit.

         Our by-laws provide that we may 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 us by reason of the
fact that he is or was a director, officer, employee or agent of us, or is or
was serving at the request of us as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding. The power to indemnify applies only if such person acted in
good faith and in a manner he reasonably believed to be in the best interest, or
not opposed to the best interest, of us and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

         The power to indemnify applies to actions brought by or in the right of
us as well, but only to the extent of defense and settlement expenses and not to
any satisfaction of a judgment or settlement of the claim itself and with the
further limitation that in such actions no indemnification shall be made in
respect of any claim, issue or matter as to which such person has been adjudged
to be liable to us unless the court, in its discretion, believes that in light
of all the circumstances indemnification should apply. To the extent that any of
our present or former directors have been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to above, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.


                                       3


<PAGE>


ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.    EXHIBITS

         See "Exhibit Index" included in this registration statement following
the signature page, which index is incorporated herein by reference thereto.

ITEM 9.    UNDERTAKINGS

             (a) The undersigned hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, 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 (the "Act");

                      (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 maximum offering range may be reflected in the form
                 of 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 percent change in the maximum aggregate
                 offering price set forth in "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) do not apply if 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 15(d) of
                 the Securities Exchange Act of 1934, as amended (the "Exchange
                 Act"), that are incorporated by reference in this Registration
                 Statement.

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

                  (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 hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the corporation's annual
report pursuant to Section 13(a) or Section 15(d) of the


                                       4


<PAGE>


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
Act may be permitted to directors, officers and controlling persons of the
corporation pursuant to the foregoing provisions, or otherwise, the corporation
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against 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 corporation of expenses incurred
or paid by a director, officer or controlling person of the corporation 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 corporation 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.


                                       5


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Act, we certify that we have
reasonable grounds to believe that we meet all of the requirements for filing on
Form S-8 and have duly caused this registration statement to be signed on our
behalf by the undersigned, thereunto duly authorized, in the City of Garden
City, State of New York, on April 19, 2004.

                          WALKER FINANCIAL CORPORATION

                          By:/s/Mitchell S. Segal
                             --------------------------------------
                             Mitchell S. Segal
                             President, Chief Executive Officer and Chief
                             Financial Officer (principal executive officer and
                             principal financial and accounting officer)

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Mitchell S. Segal as our true and lawful attorney-in-fact, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this registration statement, and to file the same,
with all exhibits thereto, and other documents to be filed in connection
therewith, with the U.S. Securities and Exchange Commission, hereby ratifying
and confirming all that said attorney-in-fact or his substitutions may lawfully
do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>

               SIGNATURE                                     TITLE                            DATE
               ---------                                     -----                            ----
<S>                                      <C>                                                <C>
/s/Mitchell S. Segal
-----------------------------------      President, Chief Executive Officer, Chief          April 19, 2004
Mitchell S. Segal                        Financial Officer and Director (principal
                                         executive officer and principal financial and
                                         accounting officer)

/s/James N. Lucas, Sr.
-----------------------------------      Chairman of the Board and Director                 April 19, 2004
James N. Lucas, Sr.

/s/James Metzger
-----------------------------------      Director                                           April 19, 2004
James Metzger

/s/Peter Walker
-----------------------------------      Director                                           April 19, 2004
Peter Walker
</TABLE>


                                       6


<PAGE>


                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

        EXHIBIT NO.     DESCRIPTION
        -----------     -----------

<S>         <C>         <C>
            3.1         Amended and Restricted Certificate of Incorporation.  (1)

            3.2         By-laws.  (2)

            4.1         2002 Equity Incentive Plan. (3)

            5.1         Opinion of Greenberg Traurig, LLP.

           23.1         Consent of Marcum & Kliegman LLP.

           23.2         Consent of Greenberg Traurig, LLP (contained in Exhibit 5.1).

           24.1         Power  of  Attorney  (included  as part  of the  signature
                        page  to  this  Registration Statement and incorporated herein by reference).
</TABLE>

____________________

       (1) Incorporated herein by reference and filed as an exhibit to our
           Annual Report on Form 10-KSB for the year ended December 31, 2002.

       (2) Incorporated herein by reference and filed as an exhibit to our
           Registration Statement on Form S-1 (File No. 2-3000002).

       (3) Incorporated herein by reference and filed as an exhibit to the Proxy
           Statement on Schedule 14A relating to our 2002 Annual Meeting of
           Stockholders (File No. 0-5418).
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{"company-data": {"conformed-name": "WALKER FINANCIAL CORP", "cik": "0000104224", "assigned-sic": "7384", "irs-number": "132637172", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114658", "film-number": "04743694"}, "business-address": {"street1": "370 OLD COUNTRY ROAD", "street2": "SUITE 200", "city": "GARDEN CITY", "state": "NY", "zip": "11530", "phone": "5167464141"}, "mail-address": {"street1": "370 OLD COUNTRY ROAD", "street2": "SUITE 200", "city": "GARDEN CITY", "state": "NY", "zip": "11530"}, "former-company": [{"former-conformed-name": "WALKER INTERNATIONAL INDUSTRIES INC", "date-changed": "19920703"}, {"former-conformed-name": "WALKER COLOR INC", "date-changed": "19851016"}, {"former-conformed-name": "WALKER CINEMATOGRAPHY CORP", "date-changed": "19720608"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 2004
                                                 REGISTRATION STATEMENT NO. 333-
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                               -------------------
                          WALKER FINANCIAL CORPORATION
                          ----------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                                            13-2637172
   -------------------------------------------------         --------------------------------------
    (STATE OR OTHER JURISDICTION OF INCORPORATION             (I.R.S. EMPLOYER IDENTIFICATION NO.)
                   OR ORGANIZATION)
370 OLD COUNTRY ROAD, SUITE 200
                           GARDEN CITY, NEW YORK 11530
           ---------------------------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                           2002 EQUITY INCENTIVE PLAN
           ---------------------------------------------------------
                            (FULL TITLE OF THE PLAN)

                                MITCHELL S. SEGAL
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          WALKER FINANCIAL CORPORATION
                         370 OLD COUNTRY ROAD, SUITE 200
                           GARDEN CITY, NEW YORK 11530
           ---------------------------------------------------------
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (516) 746-4141
            ---------------------------------------------------------
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                            SPENCER G. FELDMAN, ESQ.
                             GREENBERG TRAURIG, LLP
                                METLIFE BUILDING
                           200 PARK AVENUE, 15TH FLOOR
                            NEW YORK, NEW YORK 10166
                                 (212) 801-9200
                               -------------------
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                                  PROPOSED MAXIMUM            PROPOSED
           TITLE OF SECURITIES                AMOUNT TO BE         OFFERING PRICE        MAXIMUM AGGREGATE           AMOUNT OF
            TO BE REGISTERED                   REGISTERED             PER SHARE            OFFERING PRICE         REGISTRATION FEE
------------------------------------------ -------------------- ---------------------- ----------------------- --------------------
COMMON STOCK, PAR VALUE $.10, UNDERLYING         711,463                 (1)                $417,197(1)              $52.86(1)
STOCK OPTIONS PREVIOUSLY ISSUED OR TO BE         SHARES
ISSUED UNDER THE 2002 EQUITY INCENTIVE
PLAN
------------------------------------------ -------------------- ---------------------- ----------------------- --------------------
(1)  Estimated solely for the purpose of calculating the registration fee and
     computed in accordance with Rule 457(h) of the Securities Act of 1933, on
     the basis of (i) the exercise price of $.32 with respect to stock options
     to purchase 46,450 shares of our common stock, par value $.10 per share,
     granted under the 2002 Equity Incentive Plan (the "Plan"), and (ii) $.605,
     the average of the high and low prices per share reported on the OTC
     Bulletin Board with respect to stock options to purchase 665,013 shares of
     our common stock on April 16, 2004 to be granted under the Plan. This
     registration statement shall also cover any additional shares of our common
     stock which become issuable under the Plan or by reason of any stock
     dividend, stock split, recapitalization or other similar transaction
     effected without the receipt of consideration which results in an increase
     in the number of the outstanding shares of our common stock.

================================================================================
EXPLANATORY NOTE

         This registration statement covers the maximum number of shares of our
common stock that could be issued upon exercise of all stock options previously
issued or to be issued under our 2002 Equity Incentive Plan.

                                     PART I.

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The information specified by Items 1 and 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 428
promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Securities Act"), and the introductory
Note to Part I of Form S-8.

         The document(s) containing the information specified by Part I of Form
S-8 will be sent or given to participants under our 2002 Equity Incentive Plan
as specified by Rule 428(b)(1) under the Securities Act.

         Such documents will not be filed with the SEC in this registration
statement, but constitute (along with the documents incorporated by reference
into this registration statement pursuant to Item 3 of Part II hereof) a
prospectus which meets the requirements of Section 10(a) of the Securities Act.

                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed with the SEC, are hereby
incorporated by reference into this registration statement:

     (a)   our Annual Report on Form 10-KSB for the year ended December 31,
           2003, filed on April 14, 2004;

     (b)   all other reports filed by us pursuant to Section 13(a) or 15(d) of
           the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
           since December 31, 2003; and

     (c)   the description of our common stock contained in our registration
           statement on Form 8-A, including any amendments to such registration
           statement.

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

         Any statement contained in this registration statement, or in a
document incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein, or in a subsequently filed document incorporated
herein by

                                       2
reference, 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 registration statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Our Certificate of Incorporation, as amended, provides that the
liability of our directors and officers or any of our stockholders for monetary
damages arising from a breach of their fiduciary duty as directors and officers
shall be limited to the fullest extent permitted by the General Corporation Law
of Delaware. This limitation does not apply with respect to any action in which
a director or officer would be liable under Section 174 of the General
Corporation Law of Delaware, nor does it apply with respect to any liability in
which a director or officer:

         o    breached his duty of loyalty to us or our stockholders;

         o    did not act in good faith or, in failing to act, did not act in
              good faith;

         o    acted in a manner involving intentional misconduct or a knowing
              violation of law or, in failing to act, shall have acted in a
              manner involving intentional misconduct or a knowing violation of
              law; or

         o    derived an improper personal benefit.

         Our by-laws provide that we may 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 us by reason of the
fact that he is or was a director, officer, employee or agent of us, or is or
was serving at the request of us as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding. The power to indemnify applies only if such person acted in
good faith and in a manner he reasonably believed to be in the best interest, or
not opposed to the best interest, of us and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

         The power to indemnify applies to actions brought by or in the right of
us as well, but only to the extent of defense and settlement expenses and not to
any satisfaction of a judgment or settlement of the claim itself and with the
further limitation that in such actions no indemnification shall be made in
respect of any claim, issue or matter as to which such person has been adjudged
to be liable to us unless the court, in its discretion, believes that in light
of all the circumstances indemnification should apply. To the extent that any of
our present or former directors have been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to above, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

                                       3
ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.    EXHIBITS

         See "Exhibit Index" included in this registration statement following
the signature page, which index is incorporated herein by reference thereto.

ITEM 9.    UNDERTAKINGS

             (a) The undersigned hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, 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 (the "Act");

                      (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 maximum offering range may be reflected in the form
                 of 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 percent change in the maximum aggregate
                 offering price set forth in "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) do not apply if 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 15(d) of
                 the Securities Exchange Act of 1934, as amended (the "Exchange
                 Act"), that are incorporated by reference in this Registration
                 Statement.

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

                  (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 hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the corporation's annual
report pursuant to Section 13(a) or Section 15(d) of the

                                       4
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
Act may be permitted to directors, officers and controlling persons of the
corporation pursuant to the foregoing provisions, or otherwise, the corporation
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against 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 corporation of expenses incurred
or paid by a director, officer or controlling person of the corporation 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 corporation 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.

                                       5
SIGNATURES

         Pursuant to the requirements of the Act, we certify that we have
reasonable grounds to believe that we meet all of the requirements for filing on
Form S-8 and have duly caused this registration statement to be signed on our
behalf by the undersigned, thereunto duly authorized, in the City of Garden
City, State of New York, on April 19, 2004.

                          WALKER FINANCIAL CORPORATION

                          By:/s/Mitchell S. Segal
                             --------------------------------------
                             Mitchell S. Segal
                             President, Chief Executive Officer and Chief
                             Financial Officer (principal executive officer and
                             principal financial and accounting officer)

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Mitchell S. Segal as our true and lawful attorney-in-fact, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments, including any
post-effective amendments, to this registration statement, and to file the same,
with all exhibits thereto, and other documents to be filed in connection
therewith, with the U.S. Securities and Exchange Commission, hereby ratifying
and confirming all that said attorney-in-fact or his substitutions may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Act, this registration statement
has been signed below by the following persons in the capacities and on the
dates indicated.
SIGNATURE                                     TITLE                            DATE
               ---------                                     -----                            ----
/s/Mitchell S. Segal
-----------------------------------      President, Chief Executive Officer, Chief          April 19, 2004
Mitchell S. Segal                        Financial Officer and Director (principal
                                         executive officer and principal financial and
                                         accounting officer)

/s/James N. Lucas, Sr.
-----------------------------------      Chairman of the Board and Director                 April 19, 2004
James N. Lucas, Sr.

/s/James Metzger
-----------------------------------      Director                                           April 19, 2004
James Metzger

/s/Peter Walker
-----------------------------------      Director                                           April 19, 2004
Peter Walker
6
EXHIBIT INDEX
EXHIBIT NO.     DESCRIPTION
        -----------     -----------
3.1         Amended and Restricted Certificate of Incorporation.  (1)

            3.2         By-laws.  (2)

            4.1         2002 Equity Incentive Plan. (3)

            5.1         Opinion of Greenberg Traurig, LLP.

           23.1         Consent of Marcum & Kliegman LLP.

           23.2         Consent of Greenberg Traurig, LLP (contained in Exhibit 5.1).

           24.1         Power  of  Attorney  (included  as part  of the  signature
                        page  to  this  Registration Statement and incorporated herein by reference).
____________________

       (1) Incorporated herein by reference and filed as an exhibit to our
           Annual Report on Form 10-KSB for the year ended December 31, 2002.

       (2) Incorporated herein by reference and filed as an exhibit to our
           Registration Statement on Form S-1 (File No. 2-3000002).

       (3) Incorporated herein by reference and filed as an exhibit to the Proxy
           Statement on Schedule 14A relating to our 2002 Annual Meeting of
           Stockholders (File No. 0-5418).