<PAGE>   1
         As filed with the Securities and Exchange Commission on
August 30, 1996

                                                          Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                    COMMUNITY FINANCIAL HOLDING CORPORATION       
             (Exact name of Registrant as Specified in its Charter)


             NEW JERSEY                              52-1712224             
       ------------------------          -----------------------------------
       (State of Incorporation)           (I.R.S. Employer Identification No.)

222 Haddon Avenue, Westmont, New Jersey                              08108    
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices)                           (Zip Code)


                    THE COMMUNITY NATIONAL BANK 401(K) PLAN             
                   -----------------------------------------
                            (Full Title of the Plan)


                    ROBERT T. PLUESE, CHAIRMAN OF THE BOARD
                    COMMUNITY FINANCIAL HOLDING CORPORATION
                               222 HADDON AVENUE
                         WESTMONT, NEW JERSEY 08108                      
                  -------------------------------------------
                    (Name and address of Agent for Service)

                                (609) 869-7900                           
       ----------------------------------------------------------------
         (Telephone Number, including Area Code, of Agent for Service)

                           --------------------------
                                   Copies To:

                           SUSAN E. PENDERY, ESQUIRE
            Earp, Cohn, Leone & Pendery, A Professional Corporation
                               222 Haddon Avenue
                          Westmont, New Jersey  08108
<PAGE>   2
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================================================
                                                                        Proposed Maximum 
                                                   Proposed Maximum        Aggregate                         
  Title of Securities to       Amount to be          Offering Price      Offering Price         Amount of    
      be Registered           Registered (1)         per Share (2)            (2)           Registra-tion Fee
- --------------------------------------------------------------------------------------------------------------
 <S>                                 <C>                    <C>                <C>                  <C>
 Common Stock, par                   10,000                 $12.50             $125,000             $100.00
 value $5.00 per share
==============================================================================================================
</TABLE>

(1)      The Community National Bank 401(K) Plan (the "Plan") permits Plan
         participants to use employee contributions made by Plan participants
         to purchase shares of the Registrant's Common Stock acquired in the
         open market.  The number of shares covered by this registration
         statement represents a three-year estimate of the number of shares
         which may be issuable based on the estimated aggregate amount of
         employee and employer contributions to the Plan during such three-year
         period, based on the average of the bid and ask prices reported for a
         share of the Registrant's Common Stock on August 27, 1996.  In
         addition, pursuant to Rule 416(c) promulgated under the Securities Act
         of 1933, as amended (the "Act"), this registration statement also
         covers an indeterminate amount of interests to be offered or sold
         pursuant to the employee benefit plan described herein.

(2)      The proposed maximum aggregate offering price, calculated solely for
         the purpose of determining the registration fee, has been computed
         pursuant to Rule 457(h) under the Act, on the basis of the average of
         the bid and asked price reported for a share of Community Financial
         Holding Corporation Common Stock on August 27, 1996.


         PART I.  INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information specified in Part I of the
instructions to SEC Form S-8 constituting the Section 10(a) Prospectus will be
sent or given to participants in the Plan as specified by Rule 428(b)(1) of the
Act.  In accordance with the instructions to Part I of the Form S-8, such
documents have not been filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Act.

         PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant's latest Annual Report on Form 10-K for the year ended
December 31, 1995, and all other reports filed by the Registrant or the Plan
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since December 31, 1995, the description of the
Registrant's capital stock as included in the Registrant's Registration
Statement on Form 8-A filed pursuant to Section 12(g) of the Exchange Act, as
amended from time to time, are incorporated herein
<PAGE>   3
by reference.  All reports and documents filed by the Registrant or the Plan
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be part hereof from the
date of filing of such reports and documents.  Any statement or information
contained in a report or document incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement or information contained herein (or in any other subsequently filed
report or document which also is incorporated by reference herein) modifies or
supersedes such statement or information.  Any such statement or information so
modified shall not be deemed to constitute a part hereof, except as so
modified, and any statement so superseded shall not be deemed to constitute a
part hereof.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 3-5 of the New Jersey Business Corporation Act authorizes and
permits, subject to the conditions and limitations set forth therein,
indemnification of officers, directors and other persons.  Pursuant to this
statutory provision, the Registrant's Certificate of Incorporation provides,
within such limits, for broad indemnification of such persons when acting on
behalf of the Registrant, or who, at the request of the Registrant, served in
the capacity of officer or director of any other enterprise.  In addition, the
Registrant has purchased insurance to indemnify officers and directors against
liabilities that may result from such capacities and from their actions
thereas.  The indemnification thus provided may protect officers and directors
from liabilities arising under the Act.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

4.1      Certificate of Incorporation of the Registrant, as amended previously
         filed with the Securities and Exchange Commission on May 6, 1994, as
         Exhibit 3.1 to the Registrant's Registration Statement on Form S-1,
         No. 33-78696, (the "S-1 Registration Statement"), incorporated herein
         by reference.
<PAGE>   4
4.2      By-Laws of the Registrant, as amended previously filed with the
         Securities and Exchange Commission on May 6, 1994 as Exhibit 3.2 to
         the S-1 Registration Statement, and incorporated herein by reference.

4.3      The Community National Bank 401(K) Plan, as amended (filed herewith).

5        In lieu of an opinion concerning compliance with the requirements of
         the Employee Retirement Income Security Act of 1974, as amended, or a
         determination letter of the Internal Revenue Service ("IRS") that the
         Plan is qualified under Section 401 of the Internal Revenue Code, as
         amended, the Registrant hereby undertakes that (i) its wholly-owned
         subsidiary, Community National Bank of New Jersey, N.A., will submit
         or has submitted the Plan and any amendment thereto to the ("IRS") in
         a timely manner and (ii) it has caused or will cause Community
         National Bank of New Jersey, N.A., to make all changes required by the
         IRS in order to qualify the Plan.

23.1     Consent of KPMG Peat Marwick, L.L.P. (filed herewith).

Item 9.  Undertakings.

         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 Act;

                          (ii)  To reflect in the prospectus any facts or
                 events arising after the effective date of the registration
                 statement (or the most recent post-effective amendment
                 thereof) which, individually or in the aggregate, represent a
                 fundamental change in the information set forth in the
                 registration statement;

                          (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 (1)(i) and (ii)
                 above do not apply if the information required to be included
                 in a post-effective amendment by those paragraphs is contained
                 in periodic reports filed by the Registrant pursuant to
                 Section 13 or Section 15(d) of the Exchange Act that are
                 incorporated by reference in the registration statement.
<PAGE>   5
                          (2)  That, for the purpose of determining any
                 liability under the Act, each such post-effective amendment
                 shall be deemed to be a new registration statement relating to
                 the securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial bona
                 fide offering thereof.

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

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an annual report by the Plan 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.

         Insofar as indemnification for liabilities arising under the 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the 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.
<PAGE>   6
                                   SIGNATURES

         The Registrant.  Pursuant to the requirements of the Act, 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 Township of Westmont, State of New Jersey, on July 17,
1996.

COMMUNITY FINANCIAL HOLDING CORPORATION


By: /s/Gerard M. Banmiller       
   -------------------------------
   Gerard M. Banmiller, President
   and Chief Executive Officer

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


 /s/Gerard M. Banmiller             /s/Robert T. Pluese           
 ------------------------------     ------------------------------
 GERARD M. BANMILLER,               ROBERT T. PLUESE, Director and 
 Director, President and            Chairman of the Board
 Chief Executive Officer            Dated:  July 17, 1996
 Dated:  July 17, 1996


 /s/Kevin L. Kutcher                                              
 ------------------------------     ------------------------------
 KEVIN L. KUTCHER, Executive        MICHAEL G. BRENNAN, Director
 Vice President,                    Dated:  July ___, 1996
 Treasurer and Secretary,           
 Chief Financial and Chief
 Accounting Officer
 Dated:  July 17, 1996

 /s/Letitia G. Colombi              /s/Gerard J. DeFelicis        
 ------------------------------     ------------------------------
 LETITIA G. COLOMBI, Director       GERARD J. DeFELICIS, Director
 Dated:  July 17, 1996              Dated:  July 17, 1996



 /s/Joseph A. Riggs, Sr., M.D.      /s/Doris Damm                 
 ------------------------------     ------------------------------
 JOSEPH A. RIGGS, SR.,              DORIS DAMM, Director
 M.D., Director                     Dated:  July 17, 1996
 Dated:  July 17, 1996            


 /s/Marvin Samson                   /s/Frank B. Smith             
 ------------------------------     ------------------------------
 MARVIN SAMSON,                     FRANK B. SMITH, Director
 Director                           Dated:  July 17, 1996
 Dated:  July 17, 1996

 /s/Elizabeth Burns            
 ------------------------------
 ELIZABETH BURNS, Director
 Dated:  July 17, 1996


                      [Signatures Continued on Next Page]
<PAGE>   7
                   [Signatures Continued from Previous Page]


Pursuant to the requirements of the Act, the Trustees of the Plan have signed
this registration statement on behalf of the Plan, in the Township of Westmont,
State of New Jersey, on July 17, 1996.


THE COMMUNITY NATIONAL BANK 401(K) PLAN


By:/s/Robert T. Pluese                  By:/s/Gerard M. Banmiller      
   ------------------------------          ----------------------------------
   Robert T. Pluese, Plan Trustee          Gerard M. Banmiller, Plan Trustee

By:/s/Kevin L. Kutcher           
   ------------------------------
   Kevin L. Kutcher, Plan Trustee


<PAGE>   8
                    COMMUNITY FINANCIAL HOLDING CORPORATION

                          INDEX TO EXHIBITS FILED WITH
                        FORM S-8 REGISTRATION STATEMENT

Exhibit No.                       Description


4.1                       Certificate of Incorporation of the Registrant, as
                          amended previously filed with the Securities and
                          Exchange Commission on May 6, 1994, as Exhibit 3.1 to
                          the Registrant's Registration Statement on Form S-1,
                          No. 33-78696, (the "S-1 Registration Statement"),
                          incorporated herein by reference.

4.2                       By-Laws of the Registrant, as amended previously
                          filed with the Securities and Exchange Commission on
                          May 6, 1994 as Exhibit 3.2 to the S-1 Registration
                          Statement, and incorporated herein by reference.

4.3                       The Community National Bank 401(K) Plan, as amended
                          (filed herewith).

5                         In lieu of an opinion concerning compliance with the
                          requirements of the Employee Retirement Income
                          Security Act of 1974, as amended, or a determination
                          letter of the Internal Revenue Service ("IRS") that
                          the Plan is qualified under Section 401 of the
                          Internal Revenue Code, as amended, the Registrant
                          hereby undertakes that (i) its wholly-owned
                          subsidiary, Community National Bank of New Jersey,
                          N.A., will submit or has submitted the Plan and any
                          amendment thereto to the ("IRS") in a timely manner
                          and (ii) it has caused or will cause Community
                          National Bank of New Jersey, N.A., to make all
                          changes required by the IRS in order to qualify the
                          Plan.

23.1                      Consent of KPMG Peat Marwick, L.L.P. (filed
                          herewith).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 COMMUNITY FINANCIAL HOLDING CORPORATION", "secsgml_size_bytes": 18856}]
{"company-data": {"conformed-name": "COMMUNITY FINANCIAL HOLDING CORPORATION", "cik": "0000872401", "assigned-sic": "6021", "irs-number": "222762462", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11223", "film-number": "96624657"}, "business-address": {"street1": "222 HADDON AVE", "city": "WESTMONT", "state": "NJ", "zip": "08108", "phone": "6098697900"}, "mail-address": {"street1": "222 HADDON AVENUE", "city": "WESTMONT", "state": "NJ", "zip": "08108"}}
1
         As filed with the Securities and Exchange Commission on
August 30, 1996

                                                          Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                    COMMUNITY FINANCIAL HOLDING CORPORATION       
             (Exact name of Registrant as Specified in its Charter)

             NEW JERSEY                              52-1712224             
       ------------------------          -----------------------------------
       (State of Incorporation)           (I.R.S. Employer Identification No.)

222 Haddon Avenue, Westmont, New Jersey                              08108    
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices)                           (Zip Code)

                    THE COMMUNITY NATIONAL BANK 401(K) PLAN             
                   -----------------------------------------
                            (Full Title of the Plan)

                    ROBERT T. PLUESE, CHAIRMAN OF THE BOARD
                    COMMUNITY FINANCIAL HOLDING CORPORATION
                               222 HADDON AVENUE
                         WESTMONT, NEW JERSEY 08108                      
                  -------------------------------------------
                    (Name and address of Agent for Service)

                                (609) 869-7900                           
       ----------------------------------------------------------------
         (Telephone Number, including Area Code, of Agent for Service)

                           --------------------------
                                   Copies To:

                           SUSAN E. PENDERY, ESQUIRE
            Earp, Cohn, Leone & Pendery, A Professional Corporation
                               222 Haddon Avenue
                          Westmont, New Jersey  08108
2
                        CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                                                        Proposed Maximum 
                                                   Proposed Maximum        Aggregate                         
  Title of Securities to       Amount to be          Offering Price      Offering Price         Amount of    
      be Registered           Registered (1)         per Share (2)            (2)           Registra-tion Fee
- --------------------------------------------------------------------------------------------------------------
Common Stock, par                   10,000                 $12.50             $125,000             $100.00
 value $5.00 per share
==============================================================================================================
(1)      The Community National Bank 401(K) Plan (the "Plan") permits Plan
         participants to use employee contributions made by Plan participants
         to purchase shares of the Registrant's Common Stock acquired in the
         open market.  The number of shares covered by this registration
         statement represents a three-year estimate of the number of shares
         which may be issuable based on the estimated aggregate amount of
         employee and employer contributions to the Plan during such three-year
         period, based on the average of the bid and ask prices reported for a
         share of the Registrant's Common Stock on August 27, 1996.  In
         addition, pursuant to Rule 416(c) promulgated under the Securities Act
         of 1933, as amended (the "Act"), this registration statement also
         covers an indeterminate amount of interests to be offered or sold
         pursuant to the employee benefit plan described herein.

(2)      The proposed maximum aggregate offering price, calculated solely for
         the purpose of determining the registration fee, has been computed
         pursuant to Rule 457(h) under the Act, on the basis of the average of
         the bid and asked price reported for a share of Community Financial
         Holding Corporation Common Stock on August 27, 1996.

         PART I.  INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The documents containing the information specified in Part I of the
instructions to SEC Form S-8 constituting the Section 10(a) Prospectus will be
sent or given to participants in the Plan as specified by Rule 428(b)(1) of the
Act.  In accordance with the instructions to Part I of the Form S-8, such
documents have not been filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Act.

         PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant's latest Annual Report on Form 10-K for the year ended
December 31, 1995, and all other reports filed by the Registrant or the Plan
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since December 31, 1995, the description of the
Registrant's capital stock as included in the Registrant's Registration
Statement on Form 8-A filed pursuant to Section 12(g) of the Exchange Act, as
amended from time to time, are incorporated herein
3
by reference.  All reports and documents filed by the Registrant or the Plan
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be part hereof from the
date of filing of such reports and documents.  Any statement or information
contained in a report or document incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement or information contained herein (or in any other subsequently filed
report or document which also is incorporated by reference herein) modifies or
supersedes such statement or information.  Any such statement or information so
modified shall not be deemed to constitute a part hereof, except as so
modified, and any statement so superseded shall not be deemed to constitute a
part hereof.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 3-5 of the New Jersey Business Corporation Act authorizes and
permits, subject to the conditions and limitations set forth therein,
indemnification of officers, directors and other persons.  Pursuant to this
statutory provision, the Registrant's Certificate of Incorporation provides,
within such limits, for broad indemnification of such persons when acting on
behalf of the Registrant, or who, at the request of the Registrant, served in
the capacity of officer or director of any other enterprise.  In addition, the
Registrant has purchased insurance to indemnify officers and directors against
liabilities that may result from such capacities and from their actions
thereas.  The indemnification thus provided may protect officers and directors
from liabilities arising under the Act.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

4.1      Certificate of Incorporation of the Registrant, as amended previously
         filed with the Securities and Exchange Commission on May 6, 1994, as
         Exhibit 3.1 to the Registrant's Registration Statement on Form S-1,
         No. 33-78696, (the "S-1 Registration Statement"), incorporated herein
         by reference.
4
4.2      By-Laws of the Registrant, as amended previously filed with the
         Securities and Exchange Commission on May 6, 1994 as Exhibit 3.2 to
         the S-1 Registration Statement, and incorporated herein by reference.

4.3      The Community National Bank 401(K) Plan, as amended (filed herewith).

5        In lieu of an opinion concerning compliance with the requirements of
         the Employee Retirement Income Security Act of 1974, as amended, or a
         determination letter of the Internal Revenue Service ("IRS") that the
         Plan is qualified under Section 401 of the Internal Revenue Code, as
         amended, the Registrant hereby undertakes that (i) its wholly-owned
         subsidiary, Community National Bank of New Jersey, N.A., will submit
         or has submitted the Plan and any amendment thereto to the ("IRS") in
         a timely manner and (ii) it has caused or will cause Community
         National Bank of New Jersey, N.A., to make all changes required by the
         IRS in order to qualify the Plan.

23.1     Consent of KPMG Peat Marwick, L.L.P. (filed herewith).

Item 9.  Undertakings.

         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 Act;

                          (ii)  To reflect in the prospectus any facts or
                 events arising after the effective date of the registration
                 statement (or the most recent post-effective amendment
                 thereof) which, individually or in the aggregate, represent a
                 fundamental change in the information set forth in the
                 registration statement;

                          (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 (1)(i) and (ii)
                 above do not apply if the information required to be included
                 in a post-effective amendment by those paragraphs is contained
                 in periodic reports filed by the Registrant pursuant to
                 Section 13 or Section 15(d) of the Exchange Act that are
                 incorporated by reference in the registration statement.
5
                          (2)  That, for the purpose of determining any
                 liability under the Act, each such post-effective amendment
                 shall be deemed to be a new registration statement relating to
                 the securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial bona
                 fide offering thereof.

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

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an annual report by the Plan 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.

         Insofar as indemnification for liabilities arising under the 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the 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.
6
                                   SIGNATURES

         The Registrant.  Pursuant to the requirements of the Act, 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 Township of Westmont, State of New Jersey, on July 17,
1996.

COMMUNITY FINANCIAL HOLDING CORPORATION

By: /s/Gerard M. Banmiller       
   -------------------------------
   Gerard M. Banmiller, President
   and Chief Executive Officer

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

 /s/Gerard M. Banmiller             /s/Robert T. Pluese           
 ------------------------------     ------------------------------
 GERARD M. BANMILLER,               ROBERT T. PLUESE, Director and 
 Director, President and            Chairman of the Board
 Chief Executive Officer            Dated:  July 17, 1996
 Dated:  July 17, 1996

 /s/Kevin L. Kutcher                                              
 ------------------------------     ------------------------------
 KEVIN L. KUTCHER, Executive        MICHAEL G. BRENNAN, Director
 Vice President,                    Dated:  July ___, 1996
 Treasurer and Secretary,           
 Chief Financial and Chief
 Accounting Officer
 Dated:  July 17, 1996

 /s/Letitia G. Colombi              /s/Gerard J. DeFelicis        
 ------------------------------     ------------------------------
 LETITIA G. COLOMBI, Director       GERARD J. DeFELICIS, Director
 Dated:  July 17, 1996              Dated:  July 17, 1996

 /s/Joseph A. Riggs, Sr., M.D.      /s/Doris Damm                 
 ------------------------------     ------------------------------
 JOSEPH A. RIGGS, SR.,              DORIS DAMM, Director
 M.D., Director                     Dated:  July 17, 1996
 Dated:  July 17, 1996            

 /s/Marvin Samson                   /s/Frank B. Smith             
 ------------------------------     ------------------------------
 MARVIN SAMSON,                     FRANK B. SMITH, Director
 Director                           Dated:  July 17, 1996
 Dated:  July 17, 1996

 /s/Elizabeth Burns            
 ------------------------------
 ELIZABETH BURNS, Director
 Dated:  July 17, 1996

                      [Signatures Continued on Next Page]
7
                   [Signatures Continued from Previous Page]

Pursuant to the requirements of the Act, the Trustees of the Plan have signed
this registration statement on behalf of the Plan, in the Township of Westmont,
State of New Jersey, on July 17, 1996.

THE COMMUNITY NATIONAL BANK 401(K) PLAN

By:/s/Robert T. Pluese                  By:/s/Gerard M. Banmiller      
   ------------------------------          ----------------------------------
   Robert T. Pluese, Plan Trustee          Gerard M. Banmiller, Plan Trustee

By:/s/Kevin L. Kutcher           
   ------------------------------
   Kevin L. Kutcher, Plan Trustee
8
                    COMMUNITY FINANCIAL HOLDING CORPORATION

                          INDEX TO EXHIBITS FILED WITH
                        FORM S-8 REGISTRATION STATEMENT

Exhibit No.                       Description

4.1                       Certificate of Incorporation of the Registrant, as
                          amended previously filed with the Securities and
                          Exchange Commission on May 6, 1994, as Exhibit 3.1 to
                          the Registrant's Registration Statement on Form S-1,
                          No. 33-78696, (the "S-1 Registration Statement"),
                          incorporated herein by reference.

4.2                       By-Laws of the Registrant, as amended previously
                          filed with the Securities and Exchange Commission on
                          May 6, 1994 as Exhibit 3.2 to the S-1 Registration
                          Statement, and incorporated herein by reference.

4.3                       The Community National Bank 401(K) Plan, as amended
                          (filed herewith).

5                         In lieu of an opinion concerning compliance with the
                          requirements of the Employee Retirement Income
                          Security Act of 1974, as amended, or a determination
                          letter of the Internal Revenue Service ("IRS") that
                          the Plan is qualified under Section 401 of the
                          Internal Revenue Code, as amended, the Registrant
                          hereby undertakes that (i) its wholly-owned
                          subsidiary, Community National Bank of New Jersey,
                          N.A., will submit or has submitted the Plan and any
                          amendment thereto to the ("IRS") in a timely manner
                          and (ii) it has caused or will cause Community
                          National Bank of New Jersey, N.A., to make all
                          changes required by the IRS in order to qualify the
                          Plan.

23.1                      Consent of KPMG Peat Marwick, L.L.P. (filed
                          herewith).