<PAGE>

    As filed with the Securities and Exchange Commission on November 7, 2003

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

               Pennsylvania                         23-1666392
               ------------                         ----------
       (State or other jurisdiction of          (I.R.S. employer
       incorporation or organization)           identification no.)

                             1525 Cedar Cliff Drive
                               Camp Hill, PA 17011
               (Address of principal executive offices) (Zip code)

                              Consulting Agreement
      dated as of July 2, 2003 between the Registrant and Stephen J. Burns

                            (full title of the plan)

                     Mr. Donald J. Hommel, President and CEO
                         Consumers Financial Corporation
                                132 Spruce Street
                           Cedarhurst, New York 11516
                     (Name and address of agent for service)

                                 (516) 792-0900
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                                David Lubin, Esq.
                        Ehrenreich Eilenberg & Krause LLP
                         11 East 44th Street, 17th Floor
                            New York, New York 10017
                                 (212) 986-9700




<PAGE>


<TABLE>
<CAPTION>

                         Calculation of Registration Fee

----------------------------- ------------------- ---------------------------- -------------------------- -------------------------
 Title of securities to be       Amount to be      Proposed maximum offering        Proposed maximum       Amount of registration
         registered             registered(1)         price per unit (2)        aggregate offering price           fee

----------------------------- ------------------- ---------------------------- -------------------------- -------------------------
<S>           <C>                     <C>                               <C>                       <C>                        <C>
Common Stock, $.01 stated             140,000(3)                        $0.23                     $32,200                    $4.08
value per share
----------------------------- ------------------- ---------------------------- -------------------------- -------------------------

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

----------------------------- ------------------- ---------------------------- -------------------------- -------------------------
Total                                    140,000                                                  $32,200                    $4.08
----------------------------- ------------------- ---------------------------- -------------------------- -------------------------
</TABLE>

(1)      Pursuant  to Rule 416,  this  Registration  Statement  also covers such
         indeterminable  number  of  additional  shares as may  become  issuable
         pursuant to terms  designed to prevent  dilution  resulting  from stock
         splits, stock dividends or similar events.

(2)      Estimated  solely for the purposes of calculating the  registration fee
         in  accordance  with Rule  457(c)  and (h) based on the  average of the
         closing bid and ask prices as of  September  14,  2003, a date which is
         within  five  business  days prior to the  filing of this  registration
         statement.

(3)      Represents  shares of common stock  issued to a consultant  pursuant to
         the Consulting Agreement between the Registrant and Stephen J. Burns.




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         As permitted by the rules of the  Securities  and Exchange  Commission,
this  Registration  Statement omits the information  specified in Part I of Form
S-8.  The  documents  containing  the  information  specified  in Part I will be
delivered to the participant in the plans covered by this Registration Statement
as required by Rule 428(b)(1)  promulgated  under the Securities Act of 1933, as
amended.  Such  documents are not being filed with the  Securities  and Exchange
Commission  as  part  of  this  Registration  Statement  or as  prospectuses  or
prospectus supplements pursuant to Rule 424 of such Act.


                                       2
<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.

         The  following  documents  or  portions  thereof,  as  filed  with  the
Securities  and  Exchange  Commission  by  Consumers  Financial  Corporation,  a
Pennsylvania corporation (the "Registrant"), pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange  Act"),  are incorporated by reference in
this registration statement:

         (1) our  Annual  Report on Form 10-K for the year  ended  December  31,
2002;

         (2) our  Quarterly  Report on Form 10-Q for the quarter ended March 31,
2003;

         (3) our  Quarterly  Report on Form 10-Q for the quarter  ended June 30,
2003;

         (4) our Current Report on Form 8-K filed on April 30, 2003;

         (5) our definitive Schedule 14C filed on June 25, 2003;

         (6) Our Current  Report on Form 8-K filed on  September  25,  2003,  as
amended on October 3, 2003; and

         (7) the  description of our Common Stock,  stated value $.01 per share,
contained  in  the  section   entitled   "Description   of  Securities"  of  the
Registrant's Registration Statement; and

         (8) all other reports  filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934,  as amended,  since the end of the fiscal year
covered by the annual report referred to in (1) above.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act subsequent to the effective date of this  Registration
Statement and 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 be deemed to be  incorporated by reference in the
Registration  Statement  and to be a part  thereof  from the date of filing such
documents.   Any  statement   contained  herein  or  in  a  document  or  report
incorporated or deemed to be incorporated by reference herein shall be deemed to
be  modified  or  superseded  for all  purposes  to the extent  that a statement
contained  herein or in any  subsequently  filed  document  which  also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable

Item 6. Indemnification of Directors and Officers.


                                       3
<PAGE>

Sections  1741 through  1750 of  Subchapter  D, Chapter 17, of the  Pennsylvania
Business Corporation Law of 1988, as amended (the "BCL"), contain provisions for
mandatory  and  discretionary  indemnification  of  a  corporation's  directors,
officers and other personnel,  and related matters. Section 1741 provides that a
corporation  shall have the power to indemnify  any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action or proceeding,  whether civil, criminal,  administrative or investigative
(other than an action by or in the right of the  corporation),  by reason of the
fact that he or she is or was a representative of the corporation,  or is or was
serving  at the  request  of the  corporation  as a  representative  of  another
domestic or foreign corporation for profit or not-for-profit, partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorney's
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection  with the action or proceeding if he or she
acted in good faith and in a manner he or she  reasonably  believed to be in, or
not opposed to, the best interests of the  corporation  and, with respect to any
criminal  proceeding,  had no reasonable cause to believe his or her conduct was
unlawful.  The  termination  of any action or  proceeding  by  judgment,  order,
settlement  or conviction  or upon a plea of nolo  contendere or its  equivalent
shall not of itself  create a  presumption  that the  person did not act in good
faith  and in a  manner  that he or she  reasonably  believed  to be in,  or not
opposed to, the best  interests  of the  corporation  and,  with  respect to any
criminal proceeding, had reasonable cause to believe that his or her conduct was
unlawful.

Section 1742 provides  that a corporation  shall have the power to indemnify any
person  who was or is a  party,  or is  threatened  to be made a  party,  to any
threatened, pending or completed action by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he or she is or was a
representative  of the  corporation  or is or was  serving at the request of the
corporation as a representative  of another domestic or foreign  corporation for
profit or not-for-profit, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in  connection  with the defense or settlement of the action if he or
she acted in good faith and in a manner he or she reasonably  believed to be in,
or not opposed to, the best interest of the corporation.  Indemnification  shall
not be made under  Section  1742 in respect of any claim,  issue or matter as to
which the person has been  adjudged to be liable to the  corporation  unless and
only to the  extent  that the court of  common  pleas of the  judicial  district
embracing  the  county in which the  registered  office  of the  corporation  is
located  or  the  court  in  which  the  action  was  brought   determines  upon
application,  that, despite the adjudication of liability but in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity  for the expenses  that the court of common pleas or other court deems
proper.

Section 1743 provides that to the extent that a representative  of a corporation
has been  successful  on the  merits or  otherwise  in  defense of any action or
proceeding  referred  to in  Sections  1741 or 1742 or in  defense of any claim,
issue or  matter  therein,  he or she  shall  be  indemnified  against  expenses
(including  attorney  fees)  actually and  reasonably  incurred by him or her in
connection therewith.

Section 1744 provides that, unless ordered by a court, any indemnification under
Section 1741 or 1742 shall be made by the corporation  only as authorized in the
specific case upon a determination  that the  representative  met the applicable
standard  of  conduct,  and the  determination  will be made by (i) the board of
directors by a majority  vote of a quorum of  directors  who were not parties to
the action or proceeding;  (ii) if a quorum is not obtainable,  or if obtainable
and a majority of  disinterested  directors  so directs,  by  independent  legal
counsel; or (iii) by the shareholders.

Section 1745 provides that expenses  incurred by a representative in defending a
civil or criminal action or proceeding may be paid by the corporation in advance
of the  final  disposition  of the  action  or  proceeding  upon  receipt  of an
undertaking  by or on  behalf  of the  person  to repay  the  amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
corporation.

                                       4
<PAGE>

Section  1746  provides  generally  that,  except  in any case  where the act or
failure to act giving rise to the claim for  indemnification  is determined by a
court   to  have   constituted   willful   misconduct   or   recklessness,   the
indemnification  and  advancement of expenses  provided by Subchapter 17D of the
BCL shall not be deemed  exclusive of any other rights to which a person seeking
indemnification  or  advancement  of expenses  may be entitled  under any bylaw,
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 that office.

Section  1747 also  grants a  corporation  the power to  purchase  and  maintain
insurance on behalf of any representative  against any liability incurred by him
or her  in  his  or  her  capacity  as a  representative,  whether  or  not  the
corporation  would have the power to indemnify him against the  liability  under
Subchapter 17D of the BCL.

Sections 1748 and 1749 extend the  indemnification  and  advancement of expenses
provisions  contained in Subchapter 17D of the BCL to successor  corporations in
fundamental  changes and to  representatives  serving as fiduciaries of employee
benefit plans.

Section  1750  provides  that the  indemnification  and  advancement  of expense
provided by, or granted  pursuant to,  Subchapter  17D of the BCL shall,  unless
otherwise provided when authorized or ratified,  continue as to a person who has
ceased to be a representative  of the corporation and shall inure to the benefit
of the heirs and personal representative of that person.


Item 7. Exemption From Registration Claimed.

Not Applicable.

Item 8. Exhibits.

The  following  is a  complete  list  of  exhibits  filed  as  a  part  of  this
registration statement:

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

         4.1      Provisions  of the  Articles  of  Incorporation  of  Consumers
                  Financial  Corporation  that  define  the  rights of  security
                  holders of Consumers Financial Corporation.*

         4.2      Provisions of the By-Laws of Consumers  Financial  Corporation
                  that  define  the  rights of  security  holders  of  Consumers
                  Financial Corporation.*

         4.6      Consulting  Agreement  dated as of July 2, 2003 by and between
                  Consumers Financial Corporation and Stephen J. Burns.

         5.1      Opinion of Ehrenreich Eilenberg & Krause, LLP.

         23.1     Consent of Ehrenreich  Eilenberg & Krause,  LLP.  (Included in
                  Exhibit 5.1).

         23.2     Consent of Stambaugh Ness, PC.

         24.1     Power of  Attorney  (included  on the  signature  page of this
                  Registration Statement).

                                       5
<PAGE>



*        Previously filed.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

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

         (i) To include  any  prospectus  required  by Section  10(a)(3)  of the
         Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
         effective  date  of the  registration  statement  (or the  most  recent
         post-effective  amendment  thereof)  which,   individually  or  in  the
         aggregate,  represent a fundamental change in the information set forth
         in the  registration  statement.  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 (1)(i) and (1)(ii) do not apply if
         the information  required to be included in a post-effective  amendment
         by those  paragraphs  is  contained in periodic  reports  filed with or
         furnished to the Securities  and Exchange  Commission by the Registrant
         pursuant to Section 13 or 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; and

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

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 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.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.


                                       6
<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 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 Cedarhurst, State of New York, on November 6, 2003.

                           CONSUMERS FINANCIAL CORPORATION

                           By: /s/ Donald J. Hommel
                              ---------------------
                           Donald J. Hommel
                           Chief Executive Officer and Chief Financial Officer

                                POWER OF ATTORNEY

    KNOW ALL MEN BY THESE  PRESENTS,  that each person whose  signature  appears
below   constitutes   and  appoints   Donald  J.  Hommel  his  true  and  lawful
attorney-in-fact  and agent with full power of  substitution  for him and in his
name,  place and stead, in any and all capacities to sign any and all amendments
(including  pre-effective  and  post-effective  amendments) to this Registration
Statement on Form S-8, and to file the same with all exhibits  thereto and other
documents in connection  therewith with the Securities and Exchange  Commission,
grants unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the  premises,  as fully to all intents and purposes as he might and could
do in person,  and hereby ratifies and confirms all that said  attorneys-in-fact
and agents or their  substitutes  may  lawfully do or cause to be done by virtue
hereof.

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

<TABLE>
<CAPTION>
<S>     <C>                                   <C>                                                   <C>
     Signature                               Title                                                 Date
     ---------                               -----                                                 ----

/s/ Donald J. Hommel             President, Chief Executive Officer, Chief Financial Officer
----------------------
Donald J. Hommel                 and Director (Principal Financial Officer and Principal         November 6, 2003
                                 Controller)
/s/ Jack Ehrenhaus               Chairman and Director (Principal Executive Officer)             November 6, 2003
-------------------
   Jack Ehrenhaus

Sshalom S. Maidenbaum            Director                                                        November 6, 2003
--------------------
Shalom S. Maidenbaum

 William T. Konczynin            Director                                                        November 6, 2003
---------------------
William T. Konczynin, M.D.

</TABLE>

                                       7
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 23108}]
{"company-data": {"conformed-name": "CONSUMERS FINANCIAL CORP", "cik": "0000100320", "assigned-sic": "6351", "irs-number": "231666392", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110316", "film-number": "03983825"}, "business-address": {"street1": "1513 CEDAR CLIFF DRIVE", "street2": "P O BOX 26", "city": "CAMP HILL", "state": "PA", "zip": "17011-0026", "phone": "7177306306"}, "mail-address": {"street1": "1513 CEDAR CLIFF DRIVE", "street2": "PO BOX 26", "city": "CAMP HILL", "state": "PA", "zip": "17011-0026"}, "former-company": {"former-conformed-name": "TWENTIETH CENTURY CORP", "date-changed": "19800620"}}
As filed with the Securities and Exchange Commission on November 7, 2003

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

               Pennsylvania                         23-1666392
               ------------                         ----------
       (State or other jurisdiction of          (I.R.S. employer
       incorporation or organization)           identification no.)

                             1525 Cedar Cliff Drive
                               Camp Hill, PA 17011
               (Address of principal executive offices) (Zip code)

                              Consulting Agreement
      dated as of July 2, 2003 between the Registrant and Stephen J. Burns

                            (full title of the plan)

                     Mr. Donald J. Hommel, President and CEO
                         Consumers Financial Corporation
                                132 Spruce Street
                           Cedarhurst, New York 11516
                     (Name and address of agent for service)

                                 (516) 792-0900
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                                David Lubin, Esq.
                        Ehrenreich Eilenberg & Krause LLP
                         11 East 44th Street, 17th Floor
                            New York, New York 10017
                                 (212) 986-9700
Calculation of Registration Fee

----------------------------- ------------------- ---------------------------- -------------------------- -------------------------
 Title of securities to be       Amount to be      Proposed maximum offering        Proposed maximum       Amount of registration
         registered             registered(1)         price per unit (2)        aggregate offering price           fee

----------------------------- ------------------- ---------------------------- -------------------------- -------------------------
Common Stock, $.01 stated             140,000(3)                        $0.23                     $32,200                    $4.08
value per share
----------------------------- ------------------- ---------------------------- -------------------------- -------------------------

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

----------------------------- ------------------- ---------------------------- -------------------------- -------------------------
Total                                    140,000                                                  $32,200                    $4.08
----------------------------- ------------------- ---------------------------- -------------------------- -------------------------
(1)      Pursuant  to Rule 416,  this  Registration  Statement  also covers such
         indeterminable  number  of  additional  shares as may  become  issuable
         pursuant to terms  designed to prevent  dilution  resulting  from stock
         splits, stock dividends or similar events.

(2)      Estimated  solely for the purposes of calculating the  registration fee
         in  accordance  with Rule  457(c)  and (h) based on the  average of the
         closing bid and ask prices as of  September  14,  2003, a date which is
         within  five  business  days prior to the  filing of this  registration
         statement.

(3)      Represents  shares of common stock  issued to a consultant  pursuant to
         the Consulting Agreement between the Registrant and Stephen J. Burns.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         As permitted by the rules of the  Securities  and Exchange  Commission,
this  Registration  Statement omits the information  specified in Part I of Form
S-8.  The  documents  containing  the  information  specified  in Part I will be
delivered to the participant in the plans covered by this Registration Statement
as required by Rule 428(b)(1)  promulgated  under the Securities Act of 1933, as
amended.  Such  documents are not being filed with the  Securities  and Exchange
Commission  as  part  of  this  Registration  Statement  or as  prospectuses  or
prospectus supplements pursuant to Rule 424 of such Act.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.

         The  following  documents  or  portions  thereof,  as  filed  with  the
Securities  and  Exchange  Commission  by  Consumers  Financial  Corporation,  a
Pennsylvania corporation (the "Registrant"), pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange  Act"),  are incorporated by reference in
this registration statement:

         (1) our  Annual  Report on Form 10-K for the year  ended  December  31,
2002;

         (2) our  Quarterly  Report on Form 10-Q for the quarter ended March 31,
2003;

         (3) our  Quarterly  Report on Form 10-Q for the quarter  ended June 30,
2003;

         (4) our Current Report on Form 8-K filed on April 30, 2003;

         (5) our definitive Schedule 14C filed on June 25, 2003;

         (6) Our Current  Report on Form 8-K filed on  September  25,  2003,  as
amended on October 3, 2003; and

         (7) the  description of our Common Stock,  stated value $.01 per share,
contained  in  the  section   entitled   "Description   of  Securities"  of  the
Registrant's Registration Statement; and

         (8) all other reports  filed  pursuant to Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934,  as amended,  since the end of the fiscal year
covered by the annual report referred to in (1) above.

All documents  filed by the Registrant  pursuant to Section 13(a),  13(c), 14 or
15(d) of the Exchange Act subsequent to the effective date of this  Registration
Statement and 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 be deemed to be  incorporated by reference in the
Registration  Statement  and to be a part  thereof  from the date of filing such
documents.   Any  statement   contained  herein  or  in  a  document  or  report
incorporated or deemed to be incorporated by reference herein shall be deemed to
be  modified  or  superseded  for all  purposes  to the extent  that a statement
contained  herein or in any  subsequently  filed  document  which  also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable

Item 6. Indemnification of Directors and Officers.

                                       3
Sections  1741 through  1750 of  Subchapter  D, Chapter 17, of the  Pennsylvania
Business Corporation Law of 1988, as amended (the "BCL"), contain provisions for
mandatory  and  discretionary  indemnification  of  a  corporation's  directors,
officers and other personnel,  and related matters. Section 1741 provides that a
corporation  shall have the power to indemnify  any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action or proceeding,  whether civil, criminal,  administrative or investigative
(other than an action by or in the right of the  corporation),  by reason of the
fact that he or she is or was a representative of the corporation,  or is or was
serving  at the  request  of the  corporation  as a  representative  of  another
domestic or foreign corporation for profit or not-for-profit, partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorney's
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection  with the action or proceeding if he or she
acted in good faith and in a manner he or she  reasonably  believed to be in, or
not opposed to, the best interests of the  corporation  and, with respect to any
criminal  proceeding,  had no reasonable cause to believe his or her conduct was
unlawful.  The  termination  of any action or  proceeding  by  judgment,  order,
settlement  or conviction  or upon a plea of nolo  contendere or its  equivalent
shall not of itself  create a  presumption  that the  person did not act in good
faith  and in a  manner  that he or she  reasonably  believed  to be in,  or not
opposed to, the best  interests  of the  corporation  and,  with  respect to any
criminal proceeding, had reasonable cause to believe that his or her conduct was
unlawful.

Section 1742 provides  that a corporation  shall have the power to indemnify any
person  who was or is a  party,  or is  threatened  to be made a  party,  to any
threatened, pending or completed action by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he or she is or was a
representative  of the  corporation  or is or was  serving at the request of the
corporation as a representative  of another domestic or foreign  corporation for
profit or not-for-profit, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonably incurred by
him or her in  connection  with the defense or settlement of the action if he or
she acted in good faith and in a manner he or she reasonably  believed to be in,
or not opposed to, the best interest of the corporation.  Indemnification  shall
not be made under  Section  1742 in respect of any claim,  issue or matter as to
which the person has been  adjudged to be liable to the  corporation  unless and
only to the  extent  that the court of  common  pleas of the  judicial  district
embracing  the  county in which the  registered  office  of the  corporation  is
located  or  the  court  in  which  the  action  was  brought   determines  upon
application,  that, despite the adjudication of liability but in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity  for the expenses  that the court of common pleas or other court deems
proper.

Section 1743 provides that to the extent that a representative  of a corporation
has been  successful  on the  merits or  otherwise  in  defense of any action or
proceeding  referred  to in  Sections  1741 or 1742 or in  defense of any claim,
issue or  matter  therein,  he or she  shall  be  indemnified  against  expenses
(including  attorney  fees)  actually and  reasonably  incurred by him or her in
connection therewith.

Section 1744 provides that, unless ordered by a court, any indemnification under
Section 1741 or 1742 shall be made by the corporation  only as authorized in the
specific case upon a determination  that the  representative  met the applicable
standard  of  conduct,  and the  determination  will be made by (i) the board of
directors by a majority  vote of a quorum of  directors  who were not parties to
the action or proceeding;  (ii) if a quorum is not obtainable,  or if obtainable
and a majority of  disinterested  directors  so directs,  by  independent  legal
counsel; or (iii) by the shareholders.

Section 1745 provides that expenses  incurred by a representative in defending a
civil or criminal action or proceeding may be paid by the corporation in advance
of the  final  disposition  of the  action  or  proceeding  upon  receipt  of an
undertaking  by or on  behalf  of the  person  to repay  the  amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
corporation.

                                       4
Section  1746  provides  generally  that,  except  in any case  where the act or
failure to act giving rise to the claim for  indemnification  is determined by a
court   to  have   constituted   willful   misconduct   or   recklessness,   the
indemnification  and  advancement of expenses  provided by Subchapter 17D of the
BCL shall not be deemed  exclusive of any other rights to which a person seeking
indemnification  or  advancement  of expenses  may be entitled  under any bylaw,
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 that office.

Section  1747 also  grants a  corporation  the power to  purchase  and  maintain
insurance on behalf of any representative  against any liability incurred by him
or her  in  his  or  her  capacity  as a  representative,  whether  or  not  the
corporation  would have the power to indemnify him against the  liability  under
Subchapter 17D of the BCL.

Sections 1748 and 1749 extend the  indemnification  and  advancement of expenses
provisions  contained in Subchapter 17D of the BCL to successor  corporations in
fundamental  changes and to  representatives  serving as fiduciaries of employee
benefit plans.

Section  1750  provides  that the  indemnification  and  advancement  of expense
provided by, or granted  pursuant to,  Subchapter  17D of the BCL shall,  unless
otherwise provided when authorized or ratified,  continue as to a person who has
ceased to be a representative  of the corporation and shall inure to the benefit
of the heirs and personal representative of that person.

Item 7. Exemption From Registration Claimed.

Not Applicable.

Item 8. Exhibits.

The  following  is a  complete  list  of  exhibits  filed  as  a  part  of  this
registration statement:

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

         4.1      Provisions  of the  Articles  of  Incorporation  of  Consumers
                  Financial  Corporation  that  define  the  rights of  security
                  holders of Consumers Financial Corporation.*

         4.2      Provisions of the By-Laws of Consumers  Financial  Corporation
                  that  define  the  rights of  security  holders  of  Consumers
                  Financial Corporation.*

         4.6      Consulting  Agreement  dated as of July 2, 2003 by and between
                  Consumers Financial Corporation and Stephen J. Burns.

         5.1      Opinion of Ehrenreich Eilenberg & Krause, LLP.

         23.1     Consent of Ehrenreich  Eilenberg & Krause,  LLP.  (Included in
                  Exhibit 5.1).

         23.2     Consent of Stambaugh Ness, PC.

         24.1     Power of  Attorney  (included  on the  signature  page of this
                  Registration Statement).

                                       5
*        Previously filed.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

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

         (i) To include  any  prospectus  required  by Section  10(a)(3)  of the
         Securities Act of 1933;

         (ii) To reflect in the prospectus any facts or events arising after the
         effective  date  of the  registration  statement  (or the  most  recent
         post-effective  amendment  thereof)  which,   individually  or  in  the
         aggregate,  represent a fundamental change in the information set forth
         in the  registration  statement.  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 (1)(i) and (1)(ii) do not apply if
         the information  required to be included in a post-effective  amendment
         by those  paragraphs  is  contained in periodic  reports  filed with or
         furnished to the Securities  and Exchange  Commission by the Registrant
         pursuant to Section 13 or 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; and

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

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 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.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.

                                       6
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 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 Cedarhurst, State of New York, on November 6, 2003.

                           CONSUMERS FINANCIAL CORPORATION

                           By: /s/ Donald J. Hommel
                              ---------------------
                           Donald J. Hommel
                           Chief Executive Officer and Chief Financial Officer

                                POWER OF ATTORNEY

    KNOW ALL MEN BY THESE  PRESENTS,  that each person whose  signature  appears
below   constitutes   and  appoints   Donald  J.  Hommel  his  true  and  lawful
attorney-in-fact  and agent with full power of  substitution  for him and in his
name,  place and stead, in any and all capacities to sign any and all amendments
(including  pre-effective  and  post-effective  amendments) to this Registration
Statement on Form S-8, and to file the same with all exhibits  thereto and other
documents in connection  therewith with the Securities and Exchange  Commission,
grants unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the  premises,  as fully to all intents and purposes as he might and could
do in person,  and hereby ratifies and confirms all that said  attorneys-in-fact
and agents or their  substitutes  may  lawfully do or cause to be done by virtue
hereof.

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

/s/ Donald J. Hommel             President, Chief Executive Officer, Chief Financial Officer
----------------------
Donald J. Hommel                 and Director (Principal Financial Officer and Principal         November 6, 2003
                                 Controller)
/s/ Jack Ehrenhaus               Chairman and Director (Principal Executive Officer)             November 6, 2003
-------------------
   Jack Ehrenhaus

Sshalom S. Maidenbaum            Director                                                        November 6, 2003
--------------------
Shalom S. Maidenbaum

 William T. Konczynin            Director                                                        November 6, 2003
---------------------
William T. Konczynin, M.D.
7