As filed with the Securities and Exchange Commission on August 5, 1998
                                                      Registration No. 333-_____
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   ----------

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

                                   ----------

                      FIRST ROBINSON FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                                 
(State or other jurisdiction of                        36-4145294
 incorporation or organization)          (I.R.S. Employer Identification No.)

         501 East Main Street, Robinson, Illinois               62454
         (Address of principal executive offices)            (Zip Code)

                      FIRST ROBINSON FINANCIAL CORPORATION
                      1998 STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the plan)

                            Jeffrey M. Werthan, P.C.
                                Gary A. Lax, P.C.
                              Matt A. Mullins, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                              7th Floor, East Tower
                            1100 New York Avenue, NW
                              Washington, DC 20005
                     (Name and address of agent for service)

                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
                                                                        Proposed maximum       Proposed maximum
               Title of securities                    Amount to be       offering price           aggregate             Amount of
                to be registered                     registered(1)         per share            offering price      registration fee
                ----------------                     -------------         ---------            --------------      ----------------
<S>                                                <C>                   <C>                 <C>                      <C>       
Common Stock, par value $.01 per share             103,155 shares(1)     $ 17.1875(2)        $1,772,976.50(2)         $524.00(2)
Interests in First Robinson Financial Corporation
1998 Stock Option and Incentive Plan                     N/A(3)              N/A(3)                N/A(3)               N/A(3)
====================================================================================================================================
</TABLE>

----------
(1)  Estimated  maximum  aggregate number of shares of First Robinson  Financial
     Corporation  common  stock  purchased  and  purchasable  with  employer and
     employee  contributions  under  the Plan  during  the next two  years.  

(2)  Estimated,  pursuant to Rule 457(h),  solely for the purpose of calculating
     the registration  fee, at $17.1875 per share,  which was the average of the
     closing  bid and  asked  prices  of the  common  stock  of  First  Robinson
     Financial  Corporation  on August 4, 1998 as reported on the OTC Electronic
     Bulletin Board System.

(3)  Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
     Statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the employee benefit plan described  herein. In accordance
     with  Rule  457(h)(2),  no  separate  fee  calculation  is  made  for  plan
     interests.


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will  be  sent  or  given  to  participants  in  the  First  Robinson  Financial
Corporation  1998 Stock Option and  Incentive  Plan (the "Plan") as specified by
Rule  428(b)(1)  promulgated  by the  Securities  and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

     Such  document(s) are not being filed with the  Commission,  but constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

                                       I-1

<PAGE>



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Certain Documents by Reference.

     The following documents  previously or concurrently filed by First Robinson
Financial   Corporation   (the   "Company")   with  the  Commission  are  hereby
incorporated by reference in this Registration Statement:

(a)  The Company's  Annual Report on Form 10-KSB for the fiscal year ended March
     31, 1998 (File No.  0-29276)  filed pursuant to the Securities and Exchange
     Act of 1934, as amended (the "Exchange Act");

(b)  all  other  reports  filed  pursuant  to  Section  13(a)  or  15(d)  of the
     Securities and Exchange Act of 1934, as amended (the "Exchange  Act") since
     the  end of  the  fiscal  year  covered  by  audited  financial  statements
     contained in the prospectus referred to in Item 3(a) above; and

(c)  the  description  of the common  stock,  par value  $.01 per share,  of the
     Registrant contained in the Registrant's Registration Statement on Form S-1
     (File No.  333-23625)  filed with the  Commission on March 19, 1997 and all
     amendments  thereto  or reports  filed for the  purpose  of  updating  such
     description.

     All documents  subsequently  filed by the  Registrant  with the  Commission
pursuant to Sections  13(a),  13(c),  14, or 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  incorporated  by  reference  into  this  Registration
Statement  and to be a  part  thereof  from  the  date  of the  filing  of  such
documents.  Any statement contained in the documents incorporated,  or deemed to
be  incorporated,  by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration  Statement and the Prospectus to
the  extent  that a  statement  contained  herein  or  therein  or in any  other
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference  herein or therein  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  and the
Prospectus.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests should be directed to the
Secretary, First Robinson Financial Corporation, 501 East Main Street, Robinson,
Illinois 62454, telephone number (618) 544-8621.

     All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.


                                      II-1

<PAGE>



Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

Item 6. Indemnification of Directors and Officers.

     The Certificate of  Incorporation  of the Holding  Company  provides that a
director or officer of the Holding  Company shall be  indemnified by the Holding
Company to the fullest extent authorized by the Delaware General Corporation Law
against all expenses, liability and loss reasonably incurred or suffered by such
person in  connection  with his  activities  as a  director  or  officer or as a
director or officer of another  company,  if the  director or officer  held such
position at the request of the Holding Company.  Delaware law requires that such
director,  officer,  employee or agent,  in order to be  indemnified,  must have
acted in good faith and in a manner reasonably believed to be not opposed to the
best interests of the Holding  Company and, with respect to any criminal  action
or proceeding, either had reasonable cause to believe such conduct was lawful or
did not have reasonable cause to believe his conduct was unlawful.

     The  Certificate  of  Incorporation  and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other  right  which a person  seeking  indemnification  may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the  Holding  Company,  agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.

     These  provisions may have the effect of deterring  shareholder  derivative
actions,  since the Holding  Company may ultimately be responsible  for expenses
for both  parties to the action.  A similar  effect  would not be  expected  for
third-party claims.

     In addition, the Certificate of Incorporation and Delaware law also provide
that the Holding  Company may maintain  insurance,  at its  expense,  to protect
itself and any director,  officer,  employee or agent of the Holding  Company or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the Holding Company has
the power to indemnify such person against such expense, liability or loss under
the Delaware General Corporation Law. The Holding Company intends to obtain such
insurance.

Item 7. Exemption from Registration Claimed.

     Not Applicable.


                                      II-2

<PAGE>


Item 8. Exhibits.

<TABLE>
<CAPTION>
                                                                                             Reference to Prior
   Regulation S-K                                                                                Filing or
      Exhibit                                                                                  Exhibit Number
       Number                                     Document                                   Attached Hereto
------------------  ---------------------------------------------------------------------  --------------------
<S>                 <C>                                                                     <C>
        4           Instruments Defining the Rights of Security
                    Holders, Including Indentures:

                            Certificate of Incorporation of First Robinson
                            Financial Corporation.........................................           *

                            Bylaws of First Robinson Financial Corporation................           *

                            Form of Stock Certificate of First Robinson
                            Financial Corporation.........................................           *

                            First Robinson Financial Corporation
                            1998 Stock Option and Incentive Plan..........................  Attached as Exhibit
                                                                                                    4.1
                            First Robinson Financial Corporation 1998 Stock
                            Option and Incentive Plan Non-Qualified Stock Option
                            Agreement and Incentive Stock Option
                            Agreement....................................................   Attached as Exhibit
                                                                                                    4.2

          5         Opinion of Silver, Freedman & Taff, L.L.P.............................  Attached as Exhibit 5

         15         Letter on unaudited interim financial
                    information...........................................................     Not Applicable

         23         Consents of Experts and Counsel:
                            Consent of Larsson, Woodyard & Henson, LLP
                            certified public accountants..................................  Attached as Exhibit
                                                                                                    23.1

                            Consent of Silver, Freedman & Taff, L.L.P.....................  Attached as Exhibit
                                                                                                    23.2
         24         Power of Attorney.....................................................      Contained on
                                                                                               Signature Page

         26         Invitations for Competitive Bids......................................     Not Applicable

         99         Additional Exhibits...................................................     Not Applicable
</TABLE>

----------
*    Filed as exhibits to the  Registrant's  Registration  Statement on Form S-1
     (File No.  333-23625 ) filed with the  Commission on March 19, 1997 and all
     amendments  thereto  or reports  filed for the  purpose  of  updating  such
     description. All of such previously filed documents are hereby incorporated
     herein by reference in accordance with Item 601 of Regulation S-K.


                                      II-3

<PAGE>


     The Company hereby undertakes that it will submit or has submitted the Plan
and any  amendment  thereto to the  Internal  Revenue  Service  (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under  Section 401 of the Internal  Revenue Code of 1986, as
amended.

Item 9. Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement to include any
          material  information  with  respect to the plan of  distribution  not
          previously  disclosed  in the  registration  statement or any material
          change to such information in the registration statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  registration  statement  relating to the securities  offered
          therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act each  filing of the
     Registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of
     the  Exchange  Act and each filing of the employee  benefit  plan's  annual
     report  pursuant to Section 15(d) of the Exchange Act that is  incorporated
     by  reference  in the  registration  statement  shall be deemed to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     registrant  has been  advised  that in the opinion of the  Commission  such
     indemnification is against public policy as expressed in the Securities Act
     and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
     indemnification  against  such  liabilities  (other than the payment by the
     registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.

                                      II-4

<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the  requirements  for filing on Form S-8 and the Registrant has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized in the City of Robinson,  State of Illinois, on August
5, 1998.

                             FIRST ROBINSON FINANCIAL CORPORATION




                             By:   /s/ Rick L. Catt   
                                   ---------------------------------
                                   Rick L. Catt, Director, President
                                   and Chief Executive Officer
                                  (Duly Authorized Representative)

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and   appoints   Rick  L.   Catt,   his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the  same,  with all  exhibits  thereto,  and all  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and  necessary  to be done,  as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming said  attorney-in-fact  and agent or his substitutes or
substitute 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 below by the  following  persons in the
capacities and on the date as indicated.




/s/ Rick L. Catt                                   /s/ Scott F. Pulliam
------------------------------------------         -----------------------------
Rick L. Catt, Director, President                  Scott F. Pulliam, 
and Chief Executive Officer                        Chairman of the Board 
(Principal Executive and Operating Officer)        

Date: August 5, 1998                               Date: August 5, 1998

                                      II-5

<PAGE>



/s/ James D. Goodwine                              /s/ Donald K. Inboden 
---------------------                              --------------------- 
James D. Goodwine, Director                        Donald K. Inboden, Director

Date: August 5, 1998                               Date: August 5, 1998




/s/ Clell T. Keller                                /s/ William K. Thomas
-------------------                                ---------------------
Clell T. Keller, Director                          William K. Thomas, Director

Date: August 5, 1998                               Date: August 5, 1998


                                      II-6

<PAGE>


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



                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



                                 ---------------



                                    EXHIBITS


                                       TO


                                    FORM S-8


                             REGISTRATION STATEMENT


                                      UNDER


                           THE SECURITIES ACT OF 1933




                                 ---------------



                      FIRST ROBINSON FINANCIAL CORPORATION


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



<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                      Reference to Prior Filing or
                                                                                      Page Number in Sequentially
    Exhibit                                                                              Numbered Registration
     Number                                                                                    Statement
--------------    ------------------------------------------------------------        ---------------------------

<S>               <C>                                                                  <C>    
       4          Instruments Defining the Rights of Security Holders,
                  Including Indentures:

                      Certificate of Incorporation of First Robinson Financial                     *
                      Corporation

                      Bylaws of First Robinson Financial Corporation                               *

                      Form of Stock Certificate of First Robinson Financial                        *
                      Corporation

                      First Robinson Financial Corporation                                    Exhibit 4.1
                      1998 Stock Option and Incentive Plan

                      First Robinson Financial Corporation 1998 Stock Option                  Exhibit 4.2
                      and Incentive Plan Non-Qualified Stock Option
                      Agreement and Incentive Stock Option Agreement

       5          Opinion of Silver, Freedman & Taff, L.L.P.                                   Exhibit 5

      23.1        Consent of Larsson, Woodyard & Henson, LLP                                  Exhibit 23.1

      23.2        Consent of Silver, Freedman & Taff, L.L.P.                                  Exhibit 23.2

       24         Power of Attorney                                                   Contained on signature page.
</TABLE>

----------
*    Filed as exhibits to the  Registrant's  Registration  Statement on Form S-1
     (File No.  333-23625)  filed with the  Commission on March 19, 1997 and all
     amendments  thereto  or reports  filed for the  purpose  of  updating  such
     description. All of such previously filed documents are hereby incorporated
     herein by reference in accordance with Item 601 of Regulation S-K.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 24323}]
{"company-data": {"conformed-name": "FIRST ROBINSON FINANCIAL CORP", "cik": "0001035991", "assigned-sic": "6035", "irs-number": "000000000", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60769", "film-number": "98678092"}, "business-address": {"street1": "501 EAST MAIN STREET", "city": "ROBINSON", "state": "IL", "zip": "62454", "phone": "6185448621"}}
As filed with the Securities and Exchange Commission on August 5, 1998
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   ----------

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

                                   ----------

                      FIRST ROBINSON FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware                                 
(State or other jurisdiction of                        36-4145294
 incorporation or organization)          (I.R.S. Employer Identification No.)

         501 East Main Street, Robinson, Illinois               62454
         (Address of principal executive offices)            (Zip Code)

                      FIRST ROBINSON FINANCIAL CORPORATION
                      1998 STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the plan)

                            Jeffrey M. Werthan, P.C.
                                Gary A. Lax, P.C.
                              Matt A. Mullins, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                              7th Floor, East Tower
                            1100 New York Avenue, NW
                              Washington, DC 20005
                     (Name and address of agent for service)

                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                        Proposed maximum       Proposed maximum
               Title of securities                    Amount to be       offering price           aggregate             Amount of
                to be registered                     registered(1)         per share            offering price      registration fee
                ----------------                     -------------         ---------            --------------      ----------------
Common Stock, par value $.01 per share             103,155 shares(1)     $ 17.1875(2)        $1,772,976.50(2)         $524.00(2)
Interests in First Robinson Financial Corporation
1998 Stock Option and Incentive Plan                     N/A(3)              N/A(3)                N/A(3)               N/A(3)
====================================================================================================================================
----------
(1)  Estimated  maximum  aggregate number of shares of First Robinson  Financial
     Corporation  common  stock  purchased  and  purchasable  with  employer and
     employee  contributions  under  the Plan  during  the next two  years.  

(2)  Estimated,  pursuant to Rule 457(h),  solely for the purpose of calculating
     the registration  fee, at $17.1875 per share,  which was the average of the
     closing  bid and  asked  prices  of the  common  stock  of  First  Robinson
     Financial  Corporation  on August 4, 1998 as reported on the OTC Electronic
     Bulletin Board System.

(3)  Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
     Statement also covers an indeterminate amount of interests to be offered or
     sold pursuant to the employee benefit plan described  herein. In accordance
     with  Rule  457(h)(2),  no  separate  fee  calculation  is  made  for  plan
     interests.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will  be  sent  or  given  to  participants  in  the  First  Robinson  Financial
Corporation  1998 Stock Option and  Incentive  Plan (the "Plan") as specified by
Rule  428(b)(1)  promulgated  by the  Securities  and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

     Such  document(s) are not being filed with the  Commission,  but constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

                                       I-1
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Certain Documents by Reference.

     The following documents  previously or concurrently filed by First Robinson
Financial   Corporation   (the   "Company")   with  the  Commission  are  hereby
incorporated by reference in this Registration Statement:

(a)  The Company's  Annual Report on Form 10-KSB for the fiscal year ended March
     31, 1998 (File No.  0-29276)  filed pursuant to the Securities and Exchange
     Act of 1934, as amended (the "Exchange Act");

(b)  all  other  reports  filed  pursuant  to  Section  13(a)  or  15(d)  of the
     Securities and Exchange Act of 1934, as amended (the "Exchange  Act") since
     the  end of  the  fiscal  year  covered  by  audited  financial  statements
     contained in the prospectus referred to in Item 3(a) above; and

(c)  the  description  of the common  stock,  par value  $.01 per share,  of the
     Registrant contained in the Registrant's Registration Statement on Form S-1
     (File No.  333-23625)  filed with the  Commission on March 19, 1997 and all
     amendments  thereto  or reports  filed for the  purpose  of  updating  such
     description.

     All documents  subsequently  filed by the  Registrant  with the  Commission
pursuant to Sections  13(a),  13(c),  14, or 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  incorporated  by  reference  into  this  Registration
Statement  and to be a  part  thereof  from  the  date  of the  filing  of  such
documents.  Any statement contained in the documents incorporated,  or deemed to
be  incorporated,  by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration  Statement and the Prospectus to
the  extent  that a  statement  contained  herein  or  therein  or in any  other
subsequently  filed document which also is, or is deemed to be,  incorporated by
reference  herein or therein  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  and the
Prospectus.

     The  Company  shall  furnish  without  charge  to each  person  to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests should be directed to the
Secretary, First Robinson Financial Corporation, 501 East Main Street, Robinson,
Illinois 62454, telephone number (618) 544-8621.

     All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

                                      II-1
Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

Item 6. Indemnification of Directors and Officers.

     The Certificate of  Incorporation  of the Holding  Company  provides that a
director or officer of the Holding  Company shall be  indemnified by the Holding
Company to the fullest extent authorized by the Delaware General Corporation Law
against all expenses, liability and loss reasonably incurred or suffered by such
person in  connection  with his  activities  as a  director  or  officer or as a
director or officer of another  company,  if the  director or officer  held such
position at the request of the Holding Company.  Delaware law requires that such
director,  officer,  employee or agent,  in order to be  indemnified,  must have
acted in good faith and in a manner reasonably believed to be not opposed to the
best interests of the Holding  Company and, with respect to any criminal  action
or proceeding, either had reasonable cause to believe such conduct was lawful or
did not have reasonable cause to believe his conduct was unlawful.

     The  Certificate  of  Incorporation  and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other  right  which a person  seeking  indemnification  may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the  Holding  Company,  agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.

     These  provisions may have the effect of deterring  shareholder  derivative
actions,  since the Holding  Company may ultimately be responsible  for expenses
for both  parties to the action.  A similar  effect  would not be  expected  for
third-party claims.

     In addition, the Certificate of Incorporation and Delaware law also provide
that the Holding  Company may maintain  insurance,  at its  expense,  to protect
itself and any director,  officer,  employee or agent of the Holding  Company or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the Holding Company has
the power to indemnify such person against such expense, liability or loss under
the Delaware General Corporation Law. The Holding Company intends to obtain such
insurance.

Item 7. Exemption from Registration Claimed.

     Not Applicable.

                                      II-2
Item 8. Exhibits.
Reference to Prior
   Regulation S-K                                                                                Filing or
      Exhibit                                                                                  Exhibit Number
       Number                                     Document                                   Attached Hereto
------------------  ---------------------------------------------------------------------  --------------------
4           Instruments Defining the Rights of Security
                    Holders, Including Indentures:

                            Certificate of Incorporation of First Robinson
                            Financial Corporation.........................................           *

                            Bylaws of First Robinson Financial Corporation................           *

                            Form of Stock Certificate of First Robinson
                            Financial Corporation.........................................           *

                            First Robinson Financial Corporation
                            1998 Stock Option and Incentive Plan..........................  Attached as Exhibit
                                                                                                    4.1
                            First Robinson Financial Corporation 1998 Stock
                            Option and Incentive Plan Non-Qualified Stock Option
                            Agreement and Incentive Stock Option
                            Agreement....................................................   Attached as Exhibit
                                                                                                    4.2

          5         Opinion of Silver, Freedman & Taff, L.L.P.............................  Attached as Exhibit 5

         15         Letter on unaudited interim financial
                    information...........................................................     Not Applicable

         23         Consents of Experts and Counsel:
                            Consent of Larsson, Woodyard & Henson, LLP
                            certified public accountants..................................  Attached as Exhibit
                                                                                                    23.1

                            Consent of Silver, Freedman & Taff, L.L.P.....................  Attached as Exhibit
                                                                                                    23.2
         24         Power of Attorney.....................................................      Contained on
                                                                                               Signature Page

         26         Invitations for Competitive Bids......................................     Not Applicable

         99         Additional Exhibits...................................................     Not Applicable
----------
*    Filed as exhibits to the  Registrant's  Registration  Statement on Form S-1
     (File No.  333-23625 ) filed with the  Commission on March 19, 1997 and all
     amendments  thereto  or reports  filed for the  purpose  of  updating  such
     description. All of such previously filed documents are hereby incorporated
     herein by reference in accordance with Item 601 of Regulation S-K.

                                      II-3
The Company hereby undertakes that it will submit or has submitted the Plan
and any  amendment  thereto to the  Internal  Revenue  Service  (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under  Section 401 of the Internal  Revenue Code of 1986, as
amended.

Item 9. Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement to include any
          material  information  with  respect to the plan of  distribution  not
          previously  disclosed  in the  registration  statement or any material
          change to such information in the registration statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  registration  statement  relating to the securities  offered
          therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act each  filing of the
     Registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of
     the  Exchange  Act and each filing of the employee  benefit  plan's  annual
     report  pursuant to Section 15(d) of the Exchange Act that is  incorporated
     by  reference  in the  registration  statement  shall be deemed to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     registrant  has been  advised  that in the opinion of the  Commission  such
     indemnification is against public policy as expressed in the Securities Act
     and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
     indemnification  against  such  liabilities  (other than the payment by the
     registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.

                                      II-4
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the  requirements  for filing on Form S-8 and the Registrant has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized in the City of Robinson,  State of Illinois, on August
5, 1998.

                             FIRST ROBINSON FINANCIAL CORPORATION

                             By:   /s/ Rick L. Catt   
                                   ---------------------------------
                                   Rick L. Catt, Director, President
                                   and Chief Executive Officer
                                  (Duly Authorized Representative)

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and   appoints   Rick  L.   Catt,   his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement,  and to file the  same,  with all  exhibits  thereto,  and all  other
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing  requisite  and  necessary  to be done,  as
fully to all  intents  and  purposes  as he might or could do in person,  hereby
ratifying and confirming said  attorney-in-fact  and agent or his substitutes or
substitute 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 below by the  following  persons in the
capacities and on the date as indicated.

/s/ Rick L. Catt                                   /s/ Scott F. Pulliam
------------------------------------------         -----------------------------
Rick L. Catt, Director, President                  Scott F. Pulliam, 
and Chief Executive Officer                        Chairman of the Board 
(Principal Executive and Operating Officer)        

Date: August 5, 1998                               Date: August 5, 1998

                                      II-5
/s/ James D. Goodwine                              /s/ Donald K. Inboden 
---------------------                              --------------------- 
James D. Goodwine, Director                        Donald K. Inboden, Director

Date: August 5, 1998                               Date: August 5, 1998

/s/ Clell T. Keller                                /s/ William K. Thomas
-------------------                                ---------------------
Clell T. Keller, Director                          William K. Thomas, Director

Date: August 5, 1998                               Date: August 5, 1998

                                      II-6
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                 ---------------

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                 ---------------

                      FIRST ROBINSON FINANCIAL CORPORATION

================================================================================
EXHIBIT INDEX
Reference to Prior Filing or
                                                                                      Page Number in Sequentially
    Exhibit                                                                              Numbered Registration
     Number                                                                                    Statement
--------------    ------------------------------------------------------------        ---------------------------
4          Instruments Defining the Rights of Security Holders,
                  Including Indentures:

                      Certificate of Incorporation of First Robinson Financial                     *
                      Corporation

                      Bylaws of First Robinson Financial Corporation                               *

                      Form of Stock Certificate of First Robinson Financial                        *
                      Corporation

                      First Robinson Financial Corporation                                    Exhibit 4.1
                      1998 Stock Option and Incentive Plan

                      First Robinson Financial Corporation 1998 Stock Option                  Exhibit 4.2
                      and Incentive Plan Non-Qualified Stock Option
                      Agreement and Incentive Stock Option Agreement

       5          Opinion of Silver, Freedman & Taff, L.L.P.                                   Exhibit 5

      23.1        Consent of Larsson, Woodyard & Henson, LLP                                  Exhibit 23.1

      23.2        Consent of Silver, Freedman & Taff, L.L.P.                                  Exhibit 23.2

       24         Power of Attorney                                                   Contained on signature page.
----------
*    Filed as exhibits to the  Registrant's  Registration  Statement on Form S-1
     (File No.  333-23625)  filed with the  Commission on March 19, 1997 and all
     amendments  thereto  or reports  filed for the  purpose  of  updating  such
     description. All of such previously filed documents are hereby incorporated
     herein by reference in accordance with Item 601 of Regulation S-K.