As filed with the Securities and Exchange Commission on September 4, 1996
                         Registration No. 33-________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                   -----------------------------------------

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

                         POTTERS FINANCIAL CORPORATION
            (Exact name of Registrant as specified in its Articles)

              Ohio                                      34-0469820
- -------------------------------           ------------------------------------
(state or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

                                 519 Broadway
                          East Liverpool , Ohio 43920
                   -----------------------------------------
                   (Address of Principal Execution Offices)

                     The Potters Savings and Loan Company
                               Stock Option Plan

                           (Full title of the plan)
                   -----------------------------------------
                             Edward L. Baumgardner
                         Potters Financial Corporation
                                 519 Broadway
                          East Liverpool, Ohio 43920
                   -----------------------------------------
                    (Name and address of agent for service)

                                (330) 385-0770
                   -----------------------------------------
         (Telephone number, including area code, of agent for service)

<TABLE>
                        CALCULATION OF REGISTRATION FEE

                                            Proposed maximum     Proposed maximum      Amount of
Title of securities     Amount to be       offering price per       aggregate        registration
to be registered         registered              share            offering price          fee
- ------------------- --------------------- --------------------- ------------------- ----------------
<S>                        <C>                 <C>                  <C>                  <C> 
Common Shares              49,091              $ 16.75*             $ 542,091*           $187
No par value
- ------------------
</TABLE>

* Of the 49,091 shares being registered, 41,149 may be purchased for $10.00
  per share,  6,000 may be purchased for $16.75 per share, and 1,400 may be
  purchased  for  $15.50  per share upon the  exercise  of options  already
  granted.  The offering price of the remaining 542 shares, which have been
  reserved  for the  future  grant  of  options,  has been  determined  for
  purposes of calculating the  registration  fee pursuant to 17 C.F.R.  ss.
  230.457(h) to be $15.50 per share on August 29, 1996.



<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.        Incorporation of Documents by Reference.

               The  Registrant's  Annual  Report on Form 10-KSB for the fiscal
year ended  December 31, 1995,  and all  documents  filed with the  Commission
pursuant  to the  requirements  of Sections  13(a) or 15(d) of the  Securities
Exchange Act of 1934 ("Exchange Act") since that date are hereby  incorporated
by reference.

               The   description  of  the  Common  Shares  of  the  Registrant
contained  in  the  Registrant's  Form  8-A  (No.  0-27980),  filed  with  the
Commission on March 1, 1996, is hereby incorporated by reference.

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


ITEM 4.        Description of Securities.

               Not Applicable.


ITEM 5.        Interests of Named Experts and Counsel.

               None.


ITEM 6.        Indemnification of Directors and Officers.

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

               (E)(1) A  corporation  may  indemnify or agree to indemnify any
        person who was or is a party or is threatened  to be made a party,  to
        any threatened,  pending,  or completed  action,  suit, or proceeding,
        whether civil, criminal,  administrative, or investigative, other than
        an action by or in the right of the corporation, by reason of the fact
        that he is or was a  director,  officer,  employee,  or  agent  of the
        corporation, or is or was serving at the request of the corporation as
        a  director,   trustee,   officer,   employee,  or  agent  of  another
        corporation,  domestic or foreign,  nonprofit or for profit, a limited
        liability company,  or a partnership,  joint venture,  trust, or other
        enterprise,  against expenses,  including attorney's fees,  judgments,
        fines, and amounts paid in settlement actually and reasonably incurred
        by him in connection with such action, suit, or proceeding if he acted
        in good faith and in a manner he  reasonably  believed to be in or not
        opposed to the best interests of the corporation, and, with respect to
        any criminal  action or proceeding,  if he had no reasonable  cause to
        believe his conduct was unlawful. The termination of any action, suit,
        or proceeding by judgment, order, settlement, or conviction, or upon a
        plea of nolo  contendere  or its  equivalent,  shall  not,  of itself,
        create a presumption  that the person did not act in good faith and in
        a manner he  reasonably  believed  to be in or not opposed to the best
        interests of the corporation  and, with respect to any criminal action
        or proceeding, he had reasonable cause to believe that his conduct was
        unlawful.

               (2) A  corporation  may  indemnify  or agree to  indemnify  any
        person who was or is a party or is threatened  to be made a party,  to
        any  threatened,  pending,  or  completed  action or suit by or in the
        right of the corporation to procure a judgment in its favor, by reason
        of the fact that he is or was a director,  officer, employee, or agent
        of  the  corporation,  or is or was  serving  at  the  request  of the
        corporation  as  a  director,   trustee,  officer,  employee,  member,
        manager,  or  agent  of  another  corporation,  domestic  or  foreign,
        nonprofit  or  for  profit,  a  limited   liability   company,   or  a
        partnership,  joint  venture,  trust,  or  other  enterprise,  against
        expenses,  including attorney's fees, actually and reasonably incurred

                                     II-2
<PAGE>


        by him in connection  with the defense or settlement of such action or
        suit, if he acted in good faith and in a manner he reasonably believed
        to be in or not  opposed  to the best  interests  of the  corporation,
        except that no indemnification  shall be made in respect of any of the
        following:

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

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

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

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

                      (a)  By a  majority  vote  of  a  quorum  consisting  of
               directors of the indemnifying  corporation who were not and are
               not parties to or  threatened  with any such action,  suit,  or
               proceeding  referred  to in  division  (E)(1)  or (2)  of  this
               section;

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

                      (c)    By the shareholders;

                      (d) By the court of  common  pleas or the court in which
               such action, suit, or proceeding referred to in division (E)(1)
               or (2) of this section was brought.

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

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


                                     II-3
<PAGE>


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

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

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

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

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

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

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

         B.       Article Five of  the   Registrant's   Code  of   Regulations
provides  for  the indemnification of officers and directors as follows:

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

                                     II-4
<PAGE>


respect of any act or omission giving rise to such claim for  indemnification,
to have acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation,  and with respect to any
criminal  matter,  to have had no reasonable  cause to believe his conduct was
unlawful,  and the termination of any action,  suit or proceeding by judgment,
order,  settlement  or  conviction,  or upon a plea of nolo  contendere or its
equivalent, shall not, of itself, rebut such presumption.

        Section 5.02. Court-Approved  Indemnification.  Anything  contained in
the Regulations or elsewhere to the contrary notwithstanding:

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

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

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

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

        Section 5.05.  Advances for  Expenses.  Expenses  (including,  without
limitation, attorneys' fees, filing fees, court reporters' fees and transcript
costs)  incurred in defending any action,  suit or  proceeding  referred to in
Section  5.01  shall  be paid  by the  corporation  in  advance  of the  final
disposition of such action,  suit or proceeding to or on behalf of the officer
or director  promptly as such  expenses  are incurred by him, but only if such
officer or director  shall first  agree,  in writing,  to repay all amounts so
paid in respect of any claim,  issue or other matter  asserted in such action,
suit or  proceeding  in defense of which he shall not have been  successful on
the merits or otherwise:


                                     II-5
<PAGE>



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

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

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

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

        Section 5.08. Certain Definitions.  For purposes of this Article Five,
and as examples and not by way of limitation:

               (A) A person  claiming  indemnification  under  this  Article 5
shall be deemed to have been  successful on the merits or otherwise in defense
of any action,  suit or proceeding  referred to in Section 5.01, or in defense
of any  claim,  issue  or  other  matter  therein,  if  such  action,  suit or
proceeding shall be terminated as to such person,  with or without  prejudice,
without the entry of a judgment or order against him,  without a conviction of
him,  without  the  imposition  of a fine upon him and  without his payment or
agreement  to pay any amount in  settlement  thereof  (whether or not any such
termination  is based upon a judicial  or other  determination  of the lack of
merit of the claims made against him or otherwise  results in a vindication of
him); and

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

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


ITEM 7.        Exemption from Registration Claimed.

               Not Applicable.


                                     II-6

<PAGE>


ITEM 8.        Exhibits.

               See the Exhibit Index attached hereto.


ITEM 9.        Undertakings.

        A.     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.
                         Notwithstanding   the  foregoing,   any  increase  or
                         decrease  in volume  of  securities  offered  (if the
                         total dollar value of  securities  offered  would not
                         exceed that which was  registered)  and any deviation
                         from  the low or high  end of the  estimated  maximum
                         offering  range  may  be  reflected  in the  form  of
                         prospectus filed with the Commission pursuant to Rule
                         424(b) if, in the  aggregate,  the  changes in volume
                         and price  represent no more than a 20% change in the
                         maximum  aggregate  offering  price  set forth in the
                         "Calculation  of  Registration   Fee"  table  in  the
                         effective registration statement.

                    (iii)To include any material  information  with respect to
                         the plan of distribution not previously  disclosed in
                         the registration  statement or any material change to
                         such information in the registration statement;

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

               (2)  That, for the purpose of determining  any liability  under
                    the  Securities  Act of  1933,  each  such  post-effective
                    amendment  shall  be  deemed  to  be  a  new  registration
                    statement relating to the securities offered therein,  and
                    the  offering  of such  securities  at that time  shall be
                    deemed to be the initial bona fide offering thereof.

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

     B.   Registrant  hereby  undertakes that, for purposes of determining any
          liability  under  the  Securities  Act of 1933,  each  filing of the
          Registrant's  annual  report  pursuant  to section  13(a) or section
          15(d) of the Securities Exchange Act of 1934 (and, where applicable,
          each filing of an employee  benefit plan's annual report pursuant to
          section  15(d)  of the  Securities  Exchange  Act of  1934)  that is
          incorporated  by reference in the  registration  statement  shall be
          deemed to be a new registration statement relating to the securities
          offered  therein,  and the offering of such  securities at that time
          shall be deemed to be the initial bona fide offering thereof.


                                     II-7
<PAGE>


                                  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 East Liverpool, State of Ohio, on August 20 , 1996.

                                         POTTERS FINANCIAL CORPORATION

                                         By: /s/ Edward L. Baumgardner
                                             ___________________________
                                             Edward L. Baumgardner
                                             President, Chief Executive Officer
                                             and Director



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

Signature                             Title                          Date
- -----------                          -------                        ------

/s/ Edward L. Baumgardner             President, Chief           August 20, 1996
_______________________________       Executive Officer 
Edward L. Baumgardner                 and Director 


/s/ W. Gaylord Billingsley            Director                   August 20, 1996
_______________________________
W. Gaylord Billingsley


/s/ Arthur T. Doak                    Director                   August 20, 1996
_______________________________
Arthur T. Doak


/s/ William L. Miller                 Chairman of the Board,     August 20, 1996
_______________________________       Director

William L. Miller


/s/ Timothy M. O'Hara                 Director                   August 20, 1996
_______________________________
Timothy M. O'Hara


/s/ Peter D. Visnic                   Director                   August 20, 1996
_______________________________ 
Peter D. Visnic


/s/ Jackman S. Vodrey                 Director                   August 20, 1996
_______________________________
Jackman S. Vodrey


/s/ James F. Hoffman                  Vice President,            August 20, 1996
_______________________________       Treasurer
James F. Hoffman                      and Chief Financial
                                      Officer


                                     II-8
<PAGE>


- --------------------------------------------------------------------------------
                                     II-8
- --------------------------------------------------------------------------------


                                 EXHIBIT INDEX


          Exhibit No.                   Document
          -----------                  ----------

             4(a)                   The Potters Savings and Loan
                                    Company Stock Option Plan

             4(b)                   Articles of Incorporation
                                    (Incorporated by reference to the
                                    Registration Statement on Form 8-A
                                    filed with the SEC on March 1, 1996)

             5                      Opinion of Vorys, Sater, Seymour
                                    and Pease as to legality of shares
                                    being offered

          23(a)                     Consent of Independent Accountants

          23(b)                     Consent of Vorys, Sater, Seymour
                                    and Pease (contained in Exhibit 5
                                    herein)


                                     II-9
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 38371}]
{"company-data": {"conformed-name": "POTTERS FINANCIAL CORP", "cik": "0001010476", "assigned-sic": "6036", "irs-number": "341817924", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11353", "film-number": "96625488"}, "business-address": {"street1": "519 BROADWAY", "street2": "P O BOX 1028", "city": "EAST LIVERPOOL", "state": "OH", "zip": "43920", "phone": "330-385-0770"}, "mail-address": {"street1": "519 BROADWAY", "street2": "P O BOX 1028", "city": "EAST LIVERPOOL", "state": "OH", "zip": "43920"}}
As filed with the Securities and Exchange Commission on September 4, 1996
                         Registration No. 33-________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                   -----------------------------------------

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

                         POTTERS FINANCIAL CORPORATION
            (Exact name of Registrant as specified in its Articles)

              Ohio                                      34-0469820
- -------------------------------           ------------------------------------
(state or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

                                 519 Broadway
                          East Liverpool , Ohio 43920
                   -----------------------------------------
                   (Address of Principal Execution Offices)

                     The Potters Savings and Loan Company
                               Stock Option Plan

                           (Full title of the plan)
                   -----------------------------------------
                             Edward L. Baumgardner
                         Potters Financial Corporation
                                 519 Broadway
                          East Liverpool, Ohio 43920
                   -----------------------------------------
                    (Name and address of agent for service)

                                (330) 385-0770
                   -----------------------------------------
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

                                            Proposed maximum     Proposed maximum      Amount of
Title of securities     Amount to be       offering price per       aggregate        registration
to be registered         registered              share            offering price          fee
- ------------------- --------------------- --------------------- ------------------- ----------------
Common Shares              49,091              $ 16.75*             $ 542,091*           $187
No par value
- ------------------
* Of the 49,091 shares being registered, 41,149 may be purchased for $10.00
  per share,  6,000 may be purchased for $16.75 per share, and 1,400 may be
  purchased  for  $15.50  per share upon the  exercise  of options  already
  granted.  The offering price of the remaining 542 shares, which have been
  reserved  for the  future  grant  of  options,  has been  determined  for
  purposes of calculating the  registration  fee pursuant to 17 C.F.R.  ss.
  230.457(h) to be $15.50 per share on August 29, 1996.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.        Incorporation of Documents by Reference.

               The  Registrant's  Annual  Report on Form 10-KSB for the fiscal
year ended  December 31, 1995,  and all  documents  filed with the  Commission
pursuant  to the  requirements  of Sections  13(a) or 15(d) of the  Securities
Exchange Act of 1934 ("Exchange Act") since that date are hereby  incorporated
by reference.

               The   description  of  the  Common  Shares  of  the  Registrant
contained  in  the  Registrant's  Form  8-A  (No.  0-27980),  filed  with  the
Commission on March 1, 1996, is hereby incorporated by reference.

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

ITEM 4.        Description of Securities.

               Not Applicable.

ITEM 5.        Interests of Named Experts and Counsel.

               None.

ITEM 6.        Indemnification of Directors and Officers.

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

               (E)(1) A  corporation  may  indemnify or agree to indemnify any
        person who was or is a party or is threatened  to be made a party,  to
        any threatened,  pending,  or completed  action,  suit, or proceeding,
        whether civil, criminal,  administrative, or investigative, other than
        an action by or in the right of the corporation, by reason of the fact
        that he is or was a  director,  officer,  employee,  or  agent  of the
        corporation, or is or was serving at the request of the corporation as
        a  director,   trustee,   officer,   employee,  or  agent  of  another
        corporation,  domestic or foreign,  nonprofit or for profit, a limited
        liability company,  or a partnership,  joint venture,  trust, or other
        enterprise,  against expenses,  including attorney's fees,  judgments,
        fines, and amounts paid in settlement actually and reasonably incurred
        by him in connection with such action, suit, or proceeding if he acted
        in good faith and in a manner he  reasonably  believed to be in or not
        opposed to the best interests of the corporation, and, with respect to
        any criminal  action or proceeding,  if he had no reasonable  cause to
        believe his conduct was unlawful. The termination of any action, suit,
        or proceeding by judgment, order, settlement, or conviction, or upon a
        plea of nolo  contendere  or its  equivalent,  shall  not,  of itself,
        create a presumption  that the person did not act in good faith and in
        a manner he  reasonably  believed  to be in or not opposed to the best
        interests of the corporation  and, with respect to any criminal action
        or proceeding, he had reasonable cause to believe that his conduct was
        unlawful.

               (2) A  corporation  may  indemnify  or agree to  indemnify  any
        person who was or is a party or is threatened  to be made a party,  to
        any  threatened,  pending,  or  completed  action or suit by or in the
        right of the corporation to procure a judgment in its favor, by reason
        of the fact that he is or was a director,  officer, employee, or agent
        of  the  corporation,  or is or was  serving  at  the  request  of the
        corporation  as  a  director,   trustee,  officer,  employee,  member,
        manager,  or  agent  of  another  corporation,  domestic  or  foreign,
        nonprofit  or  for  profit,  a  limited   liability   company,   or  a
        partnership,  joint  venture,  trust,  or  other  enterprise,  against
        expenses,  including attorney's fees, actually and reasonably incurred

                                     II-2
by him in connection  with the defense or settlement of such action or
        suit, if he acted in good faith and in a manner he reasonably believed
        to be in or not  opposed  to the best  interests  of the  corporation,
        except that no indemnification  shall be made in respect of any of the
        following:

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

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

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

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

                      (a)  By a  majority  vote  of  a  quorum  consisting  of
               directors of the indemnifying  corporation who were not and are
               not parties to or  threatened  with any such action,  suit,  or
               proceeding  referred  to in  division  (E)(1)  or (2)  of  this
               section;

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

                      (c)    By the shareholders;

                      (d) By the court of  common  pleas or the court in which
               such action, suit, or proceeding referred to in division (E)(1)
               or (2) of this section was brought.

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

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

                                     II-3
(i)  Repay  such  amount  if it is  proved  by clear and
               convincing  evidence in a court of competent  jurisdiction that
               his  action  or  failure  to act  involved  an act or  omission
               undertaken  with  deliberate  intent  to  cause  injury  to the
               corporation or undertaken with reckless  disregard for the best
               interests of the corporation;

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

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

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

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

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

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

         B.       Article Five of  the   Registrant's   Code  of   Regulations
provides  for  the indemnification of officers and directors as follows:

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

                                     II-4
respect of any act or omission giving rise to such claim for  indemnification,
to have acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation,  and with respect to any
criminal  matter,  to have had no reasonable  cause to believe his conduct was
unlawful,  and the termination of any action,  suit or proceeding by judgment,
order,  settlement  or  conviction,  or upon a plea of nolo  contendere or its
equivalent, shall not, of itself, rebut such presumption.

        Section 5.02. Court-Approved  Indemnification.  Anything  contained in
the Regulations or elsewhere to the contrary notwithstanding:

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

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

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

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

        Section 5.05.  Advances for  Expenses.  Expenses  (including,  without
limitation, attorneys' fees, filing fees, court reporters' fees and transcript
costs)  incurred in defending any action,  suit or  proceeding  referred to in
Section  5.01  shall  be paid  by the  corporation  in  advance  of the  final
disposition of such action,  suit or proceeding to or on behalf of the officer
or director  promptly as such  expenses  are incurred by him, but only if such
officer or director  shall first  agree,  in writing,  to repay all amounts so
paid in respect of any claim,  issue or other matter  asserted in such action,
suit or  proceeding  in defense of which he shall not have been  successful on
the merits or otherwise:

                                     II-5
(A) if it shall ultimately be determined as provided in Section
5.04 that he is not entitled to be indemnified by the  corporation as provided
under Section 5.01; or

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

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

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

        Section 5.08. Certain Definitions.  For purposes of this Article Five,
and as examples and not by way of limitation:

               (A) A person  claiming  indemnification  under  this  Article 5
shall be deemed to have been  successful on the merits or otherwise in defense
of any action,  suit or proceeding  referred to in Section 5.01, or in defense
of any  claim,  issue  or  other  matter  therein,  if  such  action,  suit or
proceeding shall be terminated as to such person,  with or without  prejudice,
without the entry of a judgment or order against him,  without a conviction of
him,  without  the  imposition  of a fine upon him and  without his payment or
agreement  to pay any amount in  settlement  thereof  (whether or not any such
termination  is based upon a judicial  or other  determination  of the lack of
merit of the claims made against him or otherwise  results in a vindication of
him); and

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

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

ITEM 7.        Exemption from Registration Claimed.

               Not Applicable.

                                     II-6
ITEM 8.        Exhibits.

               See the Exhibit Index attached hereto.

ITEM 9.        Undertakings.

        A.     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.
                         Notwithstanding   the  foregoing,   any  increase  or
                         decrease  in volume  of  securities  offered  (if the
                         total dollar value of  securities  offered  would not
                         exceed that which was  registered)  and any deviation
                         from  the low or high  end of the  estimated  maximum
                         offering  range  may  be  reflected  in the  form  of
                         prospectus filed with the Commission pursuant to Rule
                         424(b) if, in the  aggregate,  the  changes in volume
                         and price  represent no more than a 20% change in the
                         maximum  aggregate  offering  price  set forth in the
                         "Calculation  of  Registration   Fee"  table  in  the
                         effective registration statement.

                    (iii)To include any material  information  with respect to
                         the plan of distribution not previously  disclosed in
                         the registration  statement or any material change to
                         such information in the registration statement;

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

               (2)  That, for the purpose of determining  any liability  under
                    the  Securities  Act of  1933,  each  such  post-effective
                    amendment  shall  be  deemed  to  be  a  new  registration
                    statement relating to the securities offered therein,  and
                    the  offering  of such  securities  at that time  shall be
                    deemed to be the initial bona fide offering thereof.

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

     B.   Registrant  hereby  undertakes that, for purposes of determining any
          liability  under  the  Securities  Act of 1933,  each  filing of the
          Registrant's  annual  report  pursuant  to section  13(a) or section
          15(d) of the Securities Exchange Act of 1934 (and, where applicable,
          each filing of an employee  benefit plan's annual report pursuant to
          section  15(d)  of the  Securities  Exchange  Act of  1934)  that is
          incorporated  by reference in the  registration  statement  shall be
          deemed to be a new registration statement relating to the securities
          offered  therein,  and the offering of such  securities at that time
          shall be deemed to be the initial bona fide offering thereof.

                                     II-7
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 East Liverpool, State of Ohio, on August 20 , 1996.

                                         POTTERS FINANCIAL CORPORATION

                                         By: /s/ Edward L. Baumgardner
                                             ___________________________
                                             Edward L. Baumgardner
                                             President, Chief Executive Officer
                                             and Director

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

Signature                             Title                          Date
- -----------                          -------                        ------

/s/ Edward L. Baumgardner             President, Chief           August 20, 1996
_______________________________       Executive Officer 
Edward L. Baumgardner                 and Director 

/s/ W. Gaylord Billingsley            Director                   August 20, 1996
_______________________________
W. Gaylord Billingsley

/s/ Arthur T. Doak                    Director                   August 20, 1996
_______________________________
Arthur T. Doak

/s/ William L. Miller                 Chairman of the Board,     August 20, 1996
_______________________________       Director

William L. Miller

/s/ Timothy M. O'Hara                 Director                   August 20, 1996
_______________________________
Timothy M. O'Hara

/s/ Peter D. Visnic                   Director                   August 20, 1996
_______________________________ 
Peter D. Visnic

/s/ Jackman S. Vodrey                 Director                   August 20, 1996
_______________________________
Jackman S. Vodrey

/s/ James F. Hoffman                  Vice President,            August 20, 1996
_______________________________       Treasurer
James F. Hoffman                      and Chief Financial
                                      Officer

                                     II-8
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                                     II-8
- --------------------------------------------------------------------------------

                                 EXHIBIT INDEX

          Exhibit No.                   Document
          -----------                  ----------

             4(a)                   The Potters Savings and Loan
                                    Company Stock Option Plan

             4(b)                   Articles of Incorporation
                                    (Incorporated by reference to the
                                    Registration Statement on Form 8-A
                                    filed with the SEC on March 1, 1996)

             5                      Opinion of Vorys, Sater, Seymour
                                    and Pease as to legality of shares
                                    being offered

          23(a)                     Consent of Independent Accountants

          23(b)                     Consent of Vorys, Sater, Seymour
                                    and Pease (contained in Exhibit 5
                                    herein)

                                     II-9