<PAGE>   1
<TABLE>
<S>                                                                                                    <C>
As filed with the Securities and Exchange Commission on September  14, 2001                            Registration No. 333-_______
</TABLE>


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


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

                                  DIMECO, INC.
             (Exact Name of Registrant As Specified In Its Charter)

                                  PENNSYLVANIA
                                  ------------
                         (State or other jurisdiction of
                         incorporation or organization)

                                  DIMECO, INC.
                                820 CHURCH STREET
                             HONESDALE, PENNSYLVANIA
                    (Address of principal executive offices)

                                   23-2250152
                                   ----------
                                (I.R.S. Employer
                               Identification No.)


                                      18431
                                     -------
                                   (Zip Code)



            DIMECO, INC. 2000 INDEPENDENT DIRECTORS STOCK OPTION PLAN
                            (Full title of the plan)

<TABLE>
<S>                                                                   <C>
JOSEPH J. MURRAY, PRESIDENT AND CHIEF EXECUTIVE OFFICER                          Copies To:
                         DIMECO, INC.                                   NICHOLAS BYBEL, JR., ESQUIRE
                       820 CHURCH STREET                               JEAN SVOBODA MCMASTER, ESQUIRE
                      HONESDALE, PA 18431                                  SHUMAKER WILLIAMS, P.C.
                        (570) 253-1970                                       POST OFFICE BOX 88
       (Name, address, including zip code, and telephone               HARRISBURG, PENNSYLVANIA 17108
      number, including area code, of agent for service)                       (717) 763-1121
</TABLE>


                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
     Title of Each Class       Amount         Proposed Maximum        Proposed Maximum       Amount of
     of Securities to           to be          Offering Price           Aggregate          Registration
       be Registered        Registered(1)       Per Share(2)        Offering Price(2)           Fee
--------------------------------------------------------------------------------------------------------------
<S>                            <C>                 <C>                  <C>                   <C>
       Common Stock            25,000              $35.75               $893,750              $223.44
      $.50  Par Value
--------------------------------------------------------------------------------------------------------------
</TABLE>


(1)   Based on the maximum number of shares of Dimeco, Inc. common stock, par
      value $.50 per share, authorized for issuance under the plan set forth
      above. In addition, pursuant to Rule 416(a) under the Securities Act of
      1933, this registration statement also covers an indeterminate number of
      shares of common stock as may become issuable by reason of the
      anti-dilution provisions of this plan.

(2)   Estimated pursuant to Rule 457(c) and (h)(1) solely for the purpose of
      calculating the amount of the registration fee based upon the average of
      the closing bid and asked prices of the common stock on September 10,
      2001, with respect to the 25,000 shares of common stock issuable under the
      plan.

                    PAGE 1 OF 24 SEQUENTIALLY NUMBERED PAGES
                       INDEX TO EXHIBITS FOUND ON PAGE 13
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

      Dimeco, Inc. files this registration statement to register 25,000 shares
of its common stock, par value $.50 per share, that may, from time to time, be
issued pursuant to the Dimeco, Inc. 2000 Independent Directors Stock Option
Plan.

      The document(s) containing the information specified in Items 1 and 2 of
Part I of Form S-8 will be sent or given to plan participants as specified by
Rule 428(b)(1). In accordance with the note to Part I of Form S-8, these
documents have not been filed with the SEC and have been omitted as part of this
registration statement. These documents and the documents incorporated by
reference in the registration statement, pursuant to Item 3 of Part II of Form
S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933.

      This prospectus constitutes a part of a registration statement on Form S-8
filed with the SEC. As allowed by the SEC's rules and regulations, this
prospectus does not contain all of the information you can find in the
registration statement and the exhibits to the registration statement. For
further information with respect to us and the securities described in this
prospectus, you should refer to the registration statement, including its
exhibits. Furthermore, the statements contained in this prospectus concerning
any document filed as an exhibit are not necessarily complete and, in each
instance, we refer you to a copy of the document filed as an exhibit to the
registration statement.


ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      The SEC allows us to "incorporate by reference" the information we file
with it into this prospectus. This means we can disclose information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus and information that we file later
with the SEC will automatically update and supersede the information in this
prospectus. We incorporate by reference into this registration statement the
documents listed in Item 3 of Part II of this Form S-8, as filed with the SEC,
and any future filings we make with the SEC under Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 until all of the securities
registered on this Form S-8 are sold or we deregister the remaining unsold
securities.

      Dimeco, Inc. will provide, without charge, to each plan participant a copy
of the documents incorporated by reference in Item 3 of Part II of this
registration statement, upon written or oral request. Further, plan participants
will be provided, without charge, upon written


                                      I-1
<PAGE>   3
or oral request, other documents required to be delivered pursuant to Rule
428(b). Written requests should be directed to:

                  Dimeco, Inc.
                  Attn: Chief Financial Officer/Treasurer
                  P.O. Box 509
                  Honesdale, PA 18431

      Telephone requests may be directed to Maureen Beilman, Chief Financial
Officer/Treasurer, telephone number (570) 253-1970.

      You should rely only on the information contained in or incorporated by
reference in this prospectus or any supplement. We have not authorized anyone to
provide you with information different from that contained in this prospectus.
The information contained in or incorporated by reference in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or any sale of the shares. The delivery of this
prospectus does not, under any circumstances, create any implication that there
has been no change in the company's affairs since the date of this prospectus.


                                     I-2
<PAGE>   4
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      We incorporate the following documents by reference into this registration
statement as filed with the SEC under File No. 33-58936:

      (a)   Dimeco, Inc.'s Annual Report on Form 10-KSB for the year ended
            December 31, 2000, filed with the SEC on March 30, 2001;

      (b)   Dimeco, Inc.'s Quarterly Reports on Form 10-QSB for the quarter
            ended March 31, 2001, filed with the SEC on May 15, 2001, and Form
            10-QSB for the quarter ended June 30, 2001, filed with the SEC on
            August 13, 2001; and

      (c)   The description of Dimeco, Inc.'s common stock that appears on page
            44 of Dimeco, Inc.'s Registration Statement No. 33-58936 on Form
            S-4EF, filed with the SEC on February 26, 1993.

      All documents filed by Dimeco, Inc. pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, after the date of this
prospectus and prior to the filing of a post-effective amendment indicating
that all securities offered have been sold or which deregisters all remaining
unsold securities are incorporated by reference into this registration statement
and become a part hereof from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this registration statement automatically updates, modifies and supersedes
the prospectus.

ITEM 4. DESCRIPTION OF SECURITIES.

      A description of the securities to be offered is not included because the
common stock is registered under Section 12(g) of the Securities Exchange Act of
1934.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      No disclosure is required under this item because Dimeco, Inc. did not
employ named experts or counsel on a contingent basis.


                                      II-1
<PAGE>   5
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law of
1988, as amended (the "BCL"), (15 Pa. C.S.A. Sections 1741-1750) provides
that a business corporation has the power under certain circumstances to
indemnify directors, officers, employees and agents against certain expenses
incurred by them in connection with any threatened, pending or completed action,
suit or proceeding.

      Section 1721 of the BCL (relating to the Board of Directors) declares that
unless otherwise provided by statute or in a by-law adopted by the shareholders,
all powers enumerated in Section 1502 (relating to general powers) and elsewhere
in the BCL or otherwise vested by law in a business corporation shall be
exercised by or under the authority of, and the business and affairs of every
business corporation shall be managed under the direction of, a board of
directors. If any such provision is made in the by-laws, the powers and duties
conferred or imposed upon the board of directors under the BCL shall be
exercised or performed to such extent and by such person or persons as shall be
provided in the by-laws.

      Section 1712 of the BCL provides that a director shall stand in a
fiduciary relation to the corporation and shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the corporation and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary prudence would use under
similar circumstances. In performing his duties, a director shall be entitled to
rely in good faith on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared or
presented by any of the following:

      (1) one or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters presented;

      (2) counsel, public accountants or other persons as to matters which the
director reasonably believes to be within the professional or expert competence
of such person; or

       (3)a committee of the board upon which he does not serve, duly designated
in accordance with law, as to matters within its designated authority, which
committee the director reasonably believes to merit confidence.

A director shall not be considered to be acting in good faith, if he has
knowledge concerning the matter in question that would cause his reliance to be
unwarranted.

     Section 1716 also states that in discharging the duties of their respective
positions, the board of directors, committees of the board and individual
directors may, in considering the best interests of the corporation, consider
the effects of any action upon employees, upon suppliers and customers of the
corporation and upon communities in which offices or other establishments of the
corporation are located, and all other pertinent factors. The consideration of
those factors


                                      II-2
<PAGE>   6
shall not constitute a violation of Section 1712. In addition, absent breach of
fiduciary duty, lack of good faith or self-dealing, actions taken as a director
or any failure to take any action shall be presumed to be in the best interests
of the corporation.

     Moreover, Section 1713 addresses the personal liability of directors and
states that if a by-law adopted by the shareholders so provides, a director
shall not be personally liable, as such, for monetary damages for any action
taken, or any failure to take any action, unless:

      (1) the director has breached or failed to perform the duties of his
office under this section; and

      (2) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.

     The provisions discussed above shall not apply to:

      (1) the responsibility or liability of a director pursuant to any criminal
statute; or

      (2) the liability of a director for the payment of taxes pursuant to
local, state or federal law.

     Finally, Section 1714 states that a director of a corporation who is
present at a meeting of its board of directors, or of a committee of the board,
at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent is entered in the minutes of the
meeting or unless he files his written dissent to the action with the secretary
of the meeting before the adjournment thereof or transmits the dissent in
writing to the secretary of the corporation immediately after the adjournment of
the meeting. The right to dissent shall not apply to a director who voted in
favor of the action. Nothing in this Section 1721 shall bar a director from
asserting that minutes of the meeting incorrectly omitted his dissent if,
promptly upon receipt of a copy of such minutes, he notified the secretary, in
writing, of the asserted omission or inaccuracy.

     Section 1741 of the BCL (relating to third party actions) provides that
unless otherwise restricted in its bylaws, a business corporation shall have the
power 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 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 such person is or was
a representative of the corporation, or is or was serving at the request of the
corporation as a representative of another domestic or foreign corporation for
profit or not-for-profit, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
the action or proceeding if such person 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 proceeding, had no reasonable
cause to believe his conduct was unlawful.


                                      II-3
<PAGE>   7
The termination of any action 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 that he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and with respect to any criminal proceeding, had
reasonable cause to believe that his conduct was not unlawful.

     Section 1742 of the BCL (relating to derivative actions) provides that
unless otherwise restricted in its bylaws, a business corporation shall have the
power 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 by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person is or was a representative of the corporation, or is or was serving
at the request of the corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection with the defense or
settlement of the action if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation. Indemnification shall not be made under this section in respect of
any claim, issue or matter as to which such person has been adjudged to be
liable to the corporation unless, and only to the extent that, the court of
common pleas of the judicial district embracing the county in which the
registered office of the corporation is located or the court in which such
action 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 which the court of
common pleas or such other court shall deem proper.

     Section 1743 of the BCL (relating to mandatory indemnification) provides
for mandatory indemnification of directors and officers such that to the extent
that a representative of the business corporation has been successful on the
merits or otherwise in defense of any action or proceeding referred to in
Sections 1741 (relating to third party actions) or 1742 (relating to derivative
actions), or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

     Section 1744 of the BCL (relating to procedure for effecting
indemnification) provides the procedure for effecting indemnification. Under
this section unless ordered by a court, any indemnification under Section 1741
(relating to third party actions) or 1742 (relating to derivative actions) shall
be made by the business corporation only as authorized in the specific case upon
a determination that indemnification of the representative is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in those sections. The determination shall be made:

      (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to the action or proceeding;


                                      II-4
<PAGE>   8
     (2) if such quorum is not obtainable, or, if obtainable and a majority vote
of a quorum of disinterested directors so directs, by independent legal counsel
in a written opinion; or

     (3)  by the shareholders.

     Section 1745 of the BCL (relating to advancing expenses) provides that
expenses (including attorneys' fees) incurred in defending any action or
proceeding referred to above may be paid by the business corporation in advance
of the final disposition of the action or proceeding upon receipt of an
undertaking by or on behalf of the representative to repay such amount if it is
ultimately determined that such person is not entitled to be indemnified by the
corporation as authorized by the BCL or otherwise.

     Section 1746 of the BCL (relating to supplementary coverage) provides that
the indemnification and advancement of expenses provided by or granted pursuant
to the other sections of the BCL shall not be deemed exclusive of any other
rights to which a person seeking indemnification or advancement of expenses may
be entitled under any other bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.

     Section 1746 of the BCL also provides that indemnification referred to
above shall not be made in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.

     Section 1746 further declares that indemnification under any bylaw,
agreement, vote of shareholders or directors or otherwise, may be granted for
any action taken or any failure to take any action and may be made whether or
not the corporation would have the power to indemnify the person under any other
provision of law except as provided in this section and whether or not the
indemnified liability arises or arose from any threatened, pending or completed
action by or in the right of the corporation. Such indemnification is declared
to be consistent with the public policy of the Commonwealth of Pennsylvania.

     Section 1747 of the BCL (relating to the power to purchase insurance)
provides that unless otherwise restricted in its bylaws, a business corporation
shall have power to purchase and maintain insurance on behalf of any person who
is or was a representative of the corporation or is or was serving at the
request of the corporation as a representative of another domestic or foreign
corporation for profit or not-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 power to indemnify him against that liability under
the provisions of the BCL. Such insurance is declared to be consistent with the
Commonwealth of Pennsylvania's public policy.

     Section 1750 of the BCL (relating to duration and extent of coverage)
declares that the indemnification and advancement of expenses provided by, or
granted pursuant to, the BCL shall, unless otherwise provided when authorized or
ratified, continue as to a person who has


                                      II-5
<PAGE>   9
ceased to be a representative of the corporation and shall inure to the benefit
of the heirs and personal representative of that person.

     Article 24 of the Registrant's Bylaws provides a broad range of
indemnification for its officers and directors. In essence, officers and
directors will be indemnified for any act committed while in the course of their
association with the Registrant provided that the act was in good faith and in a
manner reasonably believed to be in, or not opposed to the best interest of the
Registrant. Officers and directors will be presumed to be entitled to
indemnification, absent branches of fiduciary duty, lack of good faith or
self-dealing and shall be entitled to indemnification unless their conduct is
determined by a court to have constituted willful misconduct or recklessness.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NO.                EXHIBITS
---                --------
<S>          <C>
4.1          Articles of Incorporation of Dimeco, Inc. (Incorporated by reference to Exhibit
             4.1 to Registrant's Registration Statement on Form S-8, filed with the SEC on
             September 14, 2001.)

4.2          Bylaws of Dimeco, Inc. (Incorporated by reference to Exhibit 4.2 to Registrant's
             Registration Statement on Form S-8, filed with the SEC on September 14, 2001.)

5            Opinion of Shumaker Williams, P.C. re: legality.

23.1         Consent of S. R. Snodgrass, A.C.

23.2         Consent of Shumaker Williams, P.C. (included in Exhibit 5).

24           Power of Attorney of Directors and Officers (included on Signature
             Pages).

99.1         Dimeco, Inc. 2000 Independent Directors Stock Option Plan.
</TABLE>


                                      II-6
<PAGE>   10
ITEM 9. UNDERTAKINGS.

            (a)   The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this registration
                  statement:

                        (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;

                        (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 SEC 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 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 that is incorporated by reference in the
                  registration statement shall be deemed to be a new
                  registration


                                      II-7
<PAGE>   11
                  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.

            (h)   Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 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 public policy as
                  expressed in the Securities Act of 1933 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 Securities Act of
                  1933 and will be governed by the final adjudication of such
                  issue.


                                      II-8
<PAGE>   12
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Honesdale, Commonwealth of Pennsylvania on June 7,
2001.

                                      DIMECO, INC.
                                      (Registrant)


                                By: /s/ Joseph J. Murray
                                    ---------------------------------------
                                        Joseph J. Murray
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joseph J. Murray and Maureen H. Beilman, and each
of them, his true and lawful attorney-in-fact, as agent with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this registration statement
and to file the same, will all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

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

<TABLE>
<CAPTION>
                                           Capacity                           Date
                                           --------                           ----
<S>                                    <C>                                <C>
/s/ Joseph J. Murray                   President,                         June 7, 2001
------------------------------         Chief Executive Officer
Joseph J. Murray                       and Director (Principal
                                       Executive Officer)


/s/ Maureen H. Beilman                 Treasurer,                         June 7, 2001
------------------------------         Chief Financial Officer
Maureen H. Beilman                     (Principal Financial
                                       and Accounting Officer)
</TABLE>
<PAGE>   13
<TABLE>
<S>                                    <C>                                <C>
/s/ William E. Schwarz                 Chairman of the Board              June 7, 2001
------------------------------         of  Directors
William E. Schwarz


/s/ John F. Spall                      Secretary and Director             June 7, 2001
------------------------------
John F. Spall


/s/ Robert Genirs                      Director                           June 7, 2001
------------------------------
Robert Genirs


                                       Director                           June     , 2001
------------------------------                                                ----
Barbara J. Genzlinger


/s/ John S. Kiesendahl                 Director                           June 7, 2001
------------------------------
John S. Kiesendahl


/s/ Thomas A. Peifer                   Director                           June 7, 2001
------------------------------
Thomas A. Peifer


/s/ Henry M. Skier                     Director                           June 7, 2001
------------------------------
Henry M. Skier
</TABLE>
<PAGE>   14
                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                                                                                     PAGE NO.
                                                                                 IN SEQUENTIALLY
                                                                                     NUMBERED
EXHIBIT NO.                                                                          ORIGINAL
<S>         <C>                                                                  <C>
4.1         Articles of Incorporation of Dimeco, Inc. (Incorporated by                   *
            reference to Exhibit 4.1 to Registrant's Registration Statement
            on Form S-8, filed with the SEC on September 14, 2001.)

4.2         Bylaws of Dimeco, Inc. (Incorporated by reference to Exhibit                 *
            4.2 to Registrant's  Registration Statement on Form S-8, filed
            with the SEC on September 14, 2001.)

5           Opinion of Shumaker Williams, P.C. re: legality.                            15

23.1        Consent of S. R. Snodgrass, A.C.                                            18

23.2        Consent of Shumaker Williams, P.C.                                          --
            (included in Exhibit 5).

24          Power of Attorney of Directors and                                          --
            Officers (included on Signature Pages).

99.1        Dimeco, Inc. 2000 Independent Directors Stock Option Plan.                  20
</TABLE>


* Incorporated by reference.
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1
As filed with the Securities and Exchange Commission on September  14, 2001                            Registration No. 333-_______
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  DIMECO, INC.
             (Exact Name of Registrant As Specified In Its Charter)

                                  PENNSYLVANIA
                                  ------------
                         (State or other jurisdiction of
                         incorporation or organization)

                                  DIMECO, INC.
                                820 CHURCH STREET
                             HONESDALE, PENNSYLVANIA
                    (Address of principal executive offices)

                                   23-2250152
                                   ----------
                                (I.R.S. Employer
                               Identification No.)

                                      18431
                                     -------
                                   (Zip Code)

            DIMECO, INC. 2000 INDEPENDENT DIRECTORS STOCK OPTION PLAN
                            (Full title of the plan)
JOSEPH J. MURRAY, PRESIDENT AND CHIEF EXECUTIVE OFFICER                          Copies To:
                         DIMECO, INC.                                   NICHOLAS BYBEL, JR., ESQUIRE
                       820 CHURCH STREET                               JEAN SVOBODA MCMASTER, ESQUIRE
                      HONESDALE, PA 18431                                  SHUMAKER WILLIAMS, P.C.
                        (570) 253-1970                                       POST OFFICE BOX 88
       (Name, address, including zip code, and telephone               HARRISBURG, PENNSYLVANIA 17108
      number, including area code, of agent for service)                       (717) 763-1121
CALCULATION OF REGISTRATION FEE
Title of Each Class       Amount         Proposed Maximum        Proposed Maximum       Amount of
     of Securities to           to be          Offering Price           Aggregate          Registration
       be Registered        Registered(1)       Per Share(2)        Offering Price(2)           Fee
--------------------------------------------------------------------------------------------------------------
Common Stock            25,000              $35.75               $893,750              $223.44
      $.50  Par Value
--------------------------------------------------------------------------------------------------------------
(1)   Based on the maximum number of shares of Dimeco, Inc. common stock, par
      value $.50 per share, authorized for issuance under the plan set forth
      above. In addition, pursuant to Rule 416(a) under the Securities Act of
      1933, this registration statement also covers an indeterminate number of
      shares of common stock as may become issuable by reason of the
      anti-dilution provisions of this plan.

(2)   Estimated pursuant to Rule 457(c) and (h)(1) solely for the purpose of
      calculating the amount of the registration fee based upon the average of
      the closing bid and asked prices of the common stock on September 10,
      2001, with respect to the 25,000 shares of common stock issuable under the
      plan.

                    PAGE 1 OF 24 SEQUENTIALLY NUMBERED PAGES
                       INDEX TO EXHIBITS FOUND ON PAGE 13
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

      Dimeco, Inc. files this registration statement to register 25,000 shares
of its common stock, par value $.50 per share, that may, from time to time, be
issued pursuant to the Dimeco, Inc. 2000 Independent Directors Stock Option
Plan.

      The document(s) containing the information specified in Items 1 and 2 of
Part I of Form S-8 will be sent or given to plan participants as specified by
Rule 428(b)(1). In accordance with the note to Part I of Form S-8, these
documents have not been filed with the SEC and have been omitted as part of this
registration statement. These documents and the documents incorporated by
reference in the registration statement, pursuant to Item 3 of Part II of Form
S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933.

      This prospectus constitutes a part of a registration statement on Form S-8
filed with the SEC. As allowed by the SEC's rules and regulations, this
prospectus does not contain all of the information you can find in the
registration statement and the exhibits to the registration statement. For
further information with respect to us and the securities described in this
prospectus, you should refer to the registration statement, including its
exhibits. Furthermore, the statements contained in this prospectus concerning
any document filed as an exhibit are not necessarily complete and, in each
instance, we refer you to a copy of the document filed as an exhibit to the
registration statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

      The SEC allows us to "incorporate by reference" the information we file
with it into this prospectus. This means we can disclose information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this prospectus and information that we file later
with the SEC will automatically update and supersede the information in this
prospectus. We incorporate by reference into this registration statement the
documents listed in Item 3 of Part II of this Form S-8, as filed with the SEC,
and any future filings we make with the SEC under Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 until all of the securities
registered on this Form S-8 are sold or we deregister the remaining unsold
securities.

      Dimeco, Inc. will provide, without charge, to each plan participant a copy
of the documents incorporated by reference in Item 3 of Part II of this
registration statement, upon written or oral request. Further, plan participants
will be provided, without charge, upon written

                                      I-1
3
or oral request, other documents required to be delivered pursuant to Rule
428(b). Written requests should be directed to:

                  Dimeco, Inc.
                  Attn: Chief Financial Officer/Treasurer
                  P.O. Box 509
                  Honesdale, PA 18431

      Telephone requests may be directed to Maureen Beilman, Chief Financial
Officer/Treasurer, telephone number (570) 253-1970.

      You should rely only on the information contained in or incorporated by
reference in this prospectus or any supplement. We have not authorized anyone to
provide you with information different from that contained in this prospectus.
The information contained in or incorporated by reference in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or any sale of the shares. The delivery of this
prospectus does not, under any circumstances, create any implication that there
has been no change in the company's affairs since the date of this prospectus.

                                     I-2
4
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      We incorporate the following documents by reference into this registration
statement as filed with the SEC under File No. 33-58936:

      (a)   Dimeco, Inc.'s Annual Report on Form 10-KSB for the year ended
            December 31, 2000, filed with the SEC on March 30, 2001;

      (b)   Dimeco, Inc.'s Quarterly Reports on Form 10-QSB for the quarter
            ended March 31, 2001, filed with the SEC on May 15, 2001, and Form
            10-QSB for the quarter ended June 30, 2001, filed with the SEC on
            August 13, 2001; and

      (c)   The description of Dimeco, Inc.'s common stock that appears on page
            44 of Dimeco, Inc.'s Registration Statement No. 33-58936 on Form
            S-4EF, filed with the SEC on February 26, 1993.

      All documents filed by Dimeco, Inc. pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, after the date of this
prospectus and prior to the filing of a post-effective amendment indicating
that all securities offered have been sold or which deregisters all remaining
unsold securities are incorporated by reference into this registration statement
and become a part hereof from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
in this registration statement automatically updates, modifies and supersedes
the prospectus.

ITEM 4. DESCRIPTION OF SECURITIES.

      A description of the securities to be offered is not included because the
common stock is registered under Section 12(g) of the Securities Exchange Act of
1934.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      No disclosure is required under this item because Dimeco, Inc. did not
employ named experts or counsel on a contingent basis.

                                      II-1
5
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law of
1988, as amended (the "BCL"), (15 Pa. C.S.A. Sections 1741-1750) provides
that a business corporation has the power under certain circumstances to
indemnify directors, officers, employees and agents against certain expenses
incurred by them in connection with any threatened, pending or completed action,
suit or proceeding.

      Section 1721 of the BCL (relating to the Board of Directors) declares that
unless otherwise provided by statute or in a by-law adopted by the shareholders,
all powers enumerated in Section 1502 (relating to general powers) and elsewhere
in the BCL or otherwise vested by law in a business corporation shall be
exercised by or under the authority of, and the business and affairs of every
business corporation shall be managed under the direction of, a board of
directors. If any such provision is made in the by-laws, the powers and duties
conferred or imposed upon the board of directors under the BCL shall be
exercised or performed to such extent and by such person or persons as shall be
provided in the by-laws.

      Section 1712 of the BCL provides that a director shall stand in a
fiduciary relation to the corporation and shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the corporation and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary prudence would use under
similar circumstances. In performing his duties, a director shall be entitled to
rely in good faith on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared or
presented by any of the following:

      (1) one or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters presented;

      (2) counsel, public accountants or other persons as to matters which the
director reasonably believes to be within the professional or expert competence
of such person; or

       (3)a committee of the board upon which he does not serve, duly designated
in accordance with law, as to matters within its designated authority, which
committee the director reasonably believes to merit confidence.

A director shall not be considered to be acting in good faith, if he has
knowledge concerning the matter in question that would cause his reliance to be
unwarranted.

     Section 1716 also states that in discharging the duties of their respective
positions, the board of directors, committees of the board and individual
directors may, in considering the best interests of the corporation, consider
the effects of any action upon employees, upon suppliers and customers of the
corporation and upon communities in which offices or other establishments of the
corporation are located, and all other pertinent factors. The consideration of
those factors

                                      II-2
6
shall not constitute a violation of Section 1712. In addition, absent breach of
fiduciary duty, lack of good faith or self-dealing, actions taken as a director
or any failure to take any action shall be presumed to be in the best interests
of the corporation.

     Moreover, Section 1713 addresses the personal liability of directors and
states that if a by-law adopted by the shareholders so provides, a director
shall not be personally liable, as such, for monetary damages for any action
taken, or any failure to take any action, unless:

      (1) the director has breached or failed to perform the duties of his
office under this section; and

      (2) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness.

     The provisions discussed above shall not apply to:

      (1) the responsibility or liability of a director pursuant to any criminal
statute; or

      (2) the liability of a director for the payment of taxes pursuant to
local, state or federal law.

     Finally, Section 1714 states that a director of a corporation who is
present at a meeting of its board of directors, or of a committee of the board,
at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent is entered in the minutes of the
meeting or unless he files his written dissent to the action with the secretary
of the meeting before the adjournment thereof or transmits the dissent in
writing to the secretary of the corporation immediately after the adjournment of
the meeting. The right to dissent shall not apply to a director who voted in
favor of the action. Nothing in this Section 1721 shall bar a director from
asserting that minutes of the meeting incorrectly omitted his dissent if,
promptly upon receipt of a copy of such minutes, he notified the secretary, in
writing, of the asserted omission or inaccuracy.

     Section 1741 of the BCL (relating to third party actions) provides that
unless otherwise restricted in its bylaws, a business corporation shall have the
power 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 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 such person is or was
a representative of the corporation, or is or was serving at the request of the
corporation as a representative of another domestic or foreign corporation for
profit or not-for-profit, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
the action or proceeding if such person 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 proceeding, had no reasonable
cause to believe his conduct was unlawful.

                                      II-3
7
The termination of any action 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 that he reasonably believed to be in, or not opposed to, the best
interests of the corporation, and with respect to any criminal proceeding, had
reasonable cause to believe that his conduct was not unlawful.

     Section 1742 of the BCL (relating to derivative actions) provides that
unless otherwise restricted in its bylaws, a business corporation shall have the
power 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 by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person is or was a representative of the corporation, or is or was serving
at the request of the corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees) actually
and reasonably incurred by such person in connection with the defense or
settlement of the action if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation. Indemnification shall not be made under this section in respect of
any claim, issue or matter as to which such person has been adjudged to be
liable to the corporation unless, and only to the extent that, the court of
common pleas of the judicial district embracing the county in which the
registered office of the corporation is located or the court in which such
action 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 which the court of
common pleas or such other court shall deem proper.

     Section 1743 of the BCL (relating to mandatory indemnification) provides
for mandatory indemnification of directors and officers such that to the extent
that a representative of the business corporation has been successful on the
merits or otherwise in defense of any action or proceeding referred to in
Sections 1741 (relating to third party actions) or 1742 (relating to derivative
actions), or in defense of any claim, issue or matter therein, such person shall
be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

     Section 1744 of the BCL (relating to procedure for effecting
indemnification) provides the procedure for effecting indemnification. Under
this section unless ordered by a court, any indemnification under Section 1741
(relating to third party actions) or 1742 (relating to derivative actions) shall
be made by the business corporation only as authorized in the specific case upon
a determination that indemnification of the representative is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in those sections. The determination shall be made:

      (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to the action or proceeding;

                                      II-4
8
     (2) if such quorum is not obtainable, or, if obtainable and a majority vote
of a quorum of disinterested directors so directs, by independent legal counsel
in a written opinion; or

     (3)  by the shareholders.

     Section 1745 of the BCL (relating to advancing expenses) provides that
expenses (including attorneys' fees) incurred in defending any action or
proceeding referred to above may be paid by the business corporation in advance
of the final disposition of the action or proceeding upon receipt of an
undertaking by or on behalf of the representative to repay such amount if it is
ultimately determined that such person is not entitled to be indemnified by the
corporation as authorized by the BCL or otherwise.

     Section 1746 of the BCL (relating to supplementary coverage) provides that
the indemnification and advancement of expenses provided by or granted pursuant
to the other sections of the BCL shall not be deemed exclusive of any other
rights to which a person seeking indemnification or advancement of expenses may
be entitled under any other bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office.

     Section 1746 of the BCL also provides that indemnification referred to
above shall not be made in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.

     Section 1746 further declares that indemnification under any bylaw,
agreement, vote of shareholders or directors or otherwise, may be granted for
any action taken or any failure to take any action and may be made whether or
not the corporation would have the power to indemnify the person under any other
provision of law except as provided in this section and whether or not the
indemnified liability arises or arose from any threatened, pending or completed
action by or in the right of the corporation. Such indemnification is declared
to be consistent with the public policy of the Commonwealth of Pennsylvania.

     Section 1747 of the BCL (relating to the power to purchase insurance)
provides that unless otherwise restricted in its bylaws, a business corporation
shall have power to purchase and maintain insurance on behalf of any person who
is or was a representative of the corporation or is or was serving at the
request of the corporation as a representative of another domestic or foreign
corporation for profit or not-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 power to indemnify him against that liability under
the provisions of the BCL. Such insurance is declared to be consistent with the
Commonwealth of Pennsylvania's public policy.

     Section 1750 of the BCL (relating to duration and extent of coverage)
declares that the indemnification and advancement of expenses provided by, or
granted pursuant to, the BCL shall, unless otherwise provided when authorized or
ratified, continue as to a person who has

                                      II-5
9
ceased to be a representative of the corporation and shall inure to the benefit
of the heirs and personal representative of that person.

     Article 24 of the Registrant's Bylaws provides a broad range of
indemnification for its officers and directors. In essence, officers and
directors will be indemnified for any act committed while in the course of their
association with the Registrant provided that the act was in good faith and in a
manner reasonably believed to be in, or not opposed to the best interest of the
Registrant. Officers and directors will be presumed to be entitled to
indemnification, absent branches of fiduciary duty, lack of good faith or
self-dealing and shall be entitled to indemnification unless their conduct is
determined by a court to have constituted willful misconduct or recklessness.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.
EXHIBIT
NO.                EXHIBITS
---                --------
4.1          Articles of Incorporation of Dimeco, Inc. (Incorporated by reference to Exhibit
             4.1 to Registrant's Registration Statement on Form S-8, filed with the SEC on
             September 14, 2001.)

4.2          Bylaws of Dimeco, Inc. (Incorporated by reference to Exhibit 4.2 to Registrant's
             Registration Statement on Form S-8, filed with the SEC on September 14, 2001.)

5            Opinion of Shumaker Williams, P.C. re: legality.

23.1         Consent of S. R. Snodgrass, A.C.

23.2         Consent of Shumaker Williams, P.C. (included in Exhibit 5).

24           Power of Attorney of Directors and Officers (included on Signature
             Pages).

99.1         Dimeco, Inc. 2000 Independent Directors Stock Option Plan.
II-6
10
ITEM 9. UNDERTAKINGS.

            (a)   The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this registration
                  statement:

                        (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;

                        (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 SEC 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 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 that is incorporated by reference in the
                  registration statement shall be deemed to be a new
                  registration

                                      II-7
11
                  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.

            (h)   Insofar as indemnification for liabilities arising under the
                  Securities Act of 1933 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 public policy as
                  expressed in the Securities Act of 1933 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 Securities Act of
                  1933 and will be governed by the final adjudication of such
                  issue.

                                      II-8
12
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Honesdale, Commonwealth of Pennsylvania on June 7,
2001.

                                      DIMECO, INC.
                                      (Registrant)

                                By: /s/ Joseph J. Murray
                                    ---------------------------------------
                                        Joseph J. Murray
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joseph J. Murray and Maureen H. Beilman, and each
of them, his true and lawful attorney-in-fact, as agent with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this registration statement
and to file the same, will all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Capacity                           Date
                                           --------                           ----
/s/ Joseph J. Murray                   President,                         June 7, 2001
------------------------------         Chief Executive Officer
Joseph J. Murray                       and Director (Principal
                                       Executive Officer)

/s/ Maureen H. Beilman                 Treasurer,                         June 7, 2001
------------------------------         Chief Financial Officer
Maureen H. Beilman                     (Principal Financial
                                       and Accounting Officer)
13
/s/ William E. Schwarz                 Chairman of the Board              June 7, 2001
------------------------------         of  Directors
William E. Schwarz

/s/ John F. Spall                      Secretary and Director             June 7, 2001
------------------------------
John F. Spall

/s/ Robert Genirs                      Director                           June 7, 2001
------------------------------
Robert Genirs

                                       Director                           June     , 2001
------------------------------                                                ----
Barbara J. Genzlinger

/s/ John S. Kiesendahl                 Director                           June 7, 2001
------------------------------
John S. Kiesendahl

/s/ Thomas A. Peifer                   Director                           June 7, 2001
------------------------------
Thomas A. Peifer

/s/ Henry M. Skier                     Director                           June 7, 2001
------------------------------
Henry M. Skier
14
                                INDEX TO EXHIBITS
PAGE NO.
                                                                                 IN SEQUENTIALLY
                                                                                     NUMBERED
EXHIBIT NO.                                                                          ORIGINAL
4.1         Articles of Incorporation of Dimeco, Inc. (Incorporated by                   *
            reference to Exhibit 4.1 to Registrant's Registration Statement
            on Form S-8, filed with the SEC on September 14, 2001.)

4.2         Bylaws of Dimeco, Inc. (Incorporated by reference to Exhibit                 *
            4.2 to Registrant's  Registration Statement on Form S-8, filed
            with the SEC on September 14, 2001.)

5           Opinion of Shumaker Williams, P.C. re: legality.                            15

23.1        Consent of S. R. Snodgrass, A.C.                                            18

23.2        Consent of Shumaker Williams, P.C.                                          --
            (included in Exhibit 5).

24          Power of Attorney of Directors and                                          --
            Officers (included on Signature Pages).

99.1        Dimeco, Inc. 2000 Independent Directors Stock Option Plan.                  20
* Incorporated by reference.