<PAGE>
    As filed with the Securities and Exchange Commission on December 10, 1997

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

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                _________________

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

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

           Delaware                                      13-3858258
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)
                                            

1019 Park Street, Peekskill, New York                       10566
(Address of principal executive offices)                 (Zip Code)

                         PEEKSKILL FINANCIAL CORPORATION
                       1996 RECOGNITION AND RETENTION PLAN
                            (Full title of the plan)

                              Kip A. Weissman, P.C.
                             Beth A. Freedman, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                                 Suite 700 East
                           1100 New York Avenue, N.W.
                           Washington, D.C. 20005-3934
                     (Name and address of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
<S>                          <C>                      <C>                       <C>                    <C>
                                                Proposed maximum          Proposed maximum
Title of securities to    Amount to be           offering price              aggregate               Amount of
   be registered          registered(1)            per share              offering price          registration fee
-------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share      163,990  shares          $17.875(2)               $2,931,321(2)             $889(2)
===================================================================================================================
</TABLE>
(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
     Registration Statement covers, in addition to the number of shares set
     forth above, an indeterminate number of shares which, by reason of certain
     events specified in the Plan, may become subject to the Plan. 
(2)  Estimated in accordance with Rule 457(h), solely for the purpose of
     calculating the registration fee, at $17.875 per share, which was the
     average of the high and low price per share of the Common Stock on the
     Nasdaq National Market System on December 5, 1997.


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Peekskill Financial Corporation
1996 Recognition and Retention Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").

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


<PAGE>


                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.           Incorporation of Certain Documents by Reference.
                  ------------------------------------------------

         The following documents previously or concurrently filed by Peekskill
Financial Corporation (the "Corporation") with the Commission are hereby
incorporated by reference in this Registration Statement and the Prospectus to
which this Registration Statement relates (the "Prospectus"), which Prospectus
has been or will be delivered to the Participants in the Plan covered by this
Registration Statement:

(a)      the Corporation's Annual Report on Form 10-K for the year ended June
         30, 1997 (File No. 0-27178) filed pursuant to Rule 13a-1 of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b)      all other reports filed by the Corporation pursuant to Section 13(a) or
         15(d) of the Exchange Act since the end of the period covered by the
         Annual Report referred to above;

(c)      the description of the Common Stock of the Corporation contained in the
         Corporation's Registration Statement on Form 8-A (Registration No.
         0-27178) filed November 8, 1995 and all amendments or reports filed for
         the purpose of updating such description.

         All documents subsequently filed by the Corporation with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
Prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.

         The Corporation shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to William
LaCalamito, Chief Operating Officer, 1019 Park Street, Peekskill, New York
10566, telephone number (914) 737-2777.


                                      II-1

<PAGE>



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

Item 4.           Description of Securities.
                  --------------------------

         Not Applicable.

Item 5.           Interests of Named Experts and Counsel.
                  ---------------------------------------

         Not Applicable.

Item 6.           Indemnification of Directors and Officers.
                  ------------------------------------------

         Article ELEVENTH of the Corporation's Certificate of Incorporation
provides for indemnification of directors and officers of the Registrant against
any and all liabilities, judgments, fines and reasonable settlements, costs,
expenses and attorneys' fees incurred in any actual, threatened or potential
proceeding, except to the extent that such indemnification is limited by
Delaware law and such law cannot be varied by contract or bylaw. Article
ELEVENTH also provides for the authority to purchase insurance with respect
thereto.

         Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against
expenses actually and reasonably incurred in defense of a proceeding by or on
behalf of the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise. Indemnification is
permitted where such person (i) was acting in good faith, (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation or other corporation or enterprise, as appropriate, (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, and (iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding was brought
determines that such person is fairly and reasonably entitled to indemnity).

         Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by the corporation's board of directors by a majority vote of a quorum
consisting of directors not at the time parties to such proceeding; or

                                      II-2

<PAGE>



(ii) if such a quorum cannot be obtained or the quorum so directs, then by
independent legal counsel in a written opinion; or (iii) by the stockholders.

         Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.

Item 7.           Exemption from Registration Claimed.
                  ------------------------------------

         Not Applicable.

Item 8.           Exhibits.
                  ---------
<TABLE>
<CAPTION>
     Regulation
         S-K                                                                   Reference to Prior
       Exhibit                                                                  Filing or Exhibit
       Number                     Document                                    Number Attached Hereto
      --------                   ----------                                  -----------------------
         <S>                               <C>                                          <C>
         4.1           Peekskill Financial Corporation 1996                  Attached as Exhibit 4.1
                       Recognition and Retention Plan

         4.2           Specimen form of common stock                         Filed as an exhibit to the
                       certificate of Peekskill Financial                    Company's S-1 registration
                       Corporation                                           statement filed on October 3, 1995
                                                                             (Registration No. 33-97730) and
                                                                             hereby incorporated by reference in
                                                                             accordance with Item 601 of
                                                                             Regulation S-K.

         4.3           Certificate of Incorporation of Peekskill             Filed as an exhibit to the
                       Financial Corporation                                 Company's S-1 registration
                                                                             statement filed on October 3, 1995
                                                                             (Registration No. 33-97730) and
                                                                             hereby incorporated by reference in
                                                                             accordance with Item 601 of
                                                                             Regulation S-K.

         4.4           Bylaws of Peekskill Financial                         Filed as an exhibit to the
                       Corporation                                           Company's S-1 registration statement
                                                                             filed on October 3, 1995
                                                                             (Registration No. 33-97730) and
                                                                             hereby incorporated by reference
                                                                             in accordance with Item 601 of
                                                                             Regulation S-K.
</TABLE>


                                      II-3

<PAGE>




     5        Opinion of Silver, Freedman & Taff,    Attached as Exhibit 5
              L.L.P.
     23.1     Consent of Silver, Freedman & Taff,    Contained in Exhibit 5
              L.L.P. (included in Exhibit 5)
     23.2     Consent of KPMG Peat Marwick LLP       Attached as Exhibit 23.2
     24       Power of Attorney                      Contained on Signature Page


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.

         (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)      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

                                      II-4

<PAGE>



     13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
     incorporated by reference in the registration statement shall be deemed to
     be a new registration 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 of expenses incurred or paid by a
     director, officer or controlling person 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.

                                      II-5

<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 the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Peekskill, State of New York, on December 5,
1997.

                                      PEEKSKILL FINANCIAL CORPORATION



                                      By: /s/ Eldorus Maynard
                                          --------------------------------------
                                          Eldorus Maynard, Chairman of the Board
                                          and Chief Executive Officer
                                          (Duly Authorized Representative)


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

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




/s/Eldorus Maynard                             /s/William LaCalamito           
-------------------------------------------    ---------------------------------
Eldorus Maynard, Chairman of the Board         William LaCalamito, President and
and Chief Executive Officer                    Chief Operating Officer         
(Principal Executive and Operating Officer)            

Date: December 5, 1997                         Date:    December 5, 1997




                                      II-6

<PAGE>




/s/ Dominick Bertoline                       /s/ Edward H. Dwyer        
----------------------------                 -------------------------
Dominick Bertoline, Director                 Edward H. Dwyer, Director  
                                                                        
Date:    December 5, 1997                    Date: December 5, 1997     
                                             



/s/ John Patrick Fay                         /s/ Robert E. Flower    
--------------------------                   --------------------------  
John Patrick Fay, Director                   Robert E. Flower, Director
                                                                       
Date:    December 5, 1997                    Date:    December 5, 1997 
                                             





                                      II-7

<PAGE>



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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                _______________




                                    EXHIBITS


                                       TO


                       REGISTRATION STATEMENT ON FORM S-8



                                      UNDER


                           THE SECURITIES ACT OF 1933





                                 _______________


                         PEEKSKILL FINANCIAL CORPORATION



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

<PAGE>



                                  EXHIBIT INDEX


     Exhibit
     Number
    ---------
       4.1      Peekskill  Financial Corporation 1996 Recognition and
                Retention Plan
       5        Opinion of Silver, Freedman & Taff, L.L.P.

       23.2     Consent of KPMG Peat Marwick LLP, certified public
                accountants
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23916}]
{"company-data": {"conformed-name": "PEEKSKILL FINANCIAL CORP", "cik": "0001001802", "assigned-sic": "6035", "irs-number": "133858258", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41943", "film-number": "97735910"}, "business-address": {"street1": "1019 PARK ST", "city": "PEEKSKILL", "state": "NY", "zip": "10566", "phone": "9147372777"}, "mail-address": {"street1": "1019 PARK ST", "city": "PEEKSKILL", "state": "NY", "zip": "10566"}}
As filed with the Securities and Exchange Commission on December 10, 1997

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

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                _________________

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

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

           Delaware                                      13-3858258
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)
                                            

1019 Park Street, Peekskill, New York                       10566
(Address of principal executive offices)                 (Zip Code)

                         PEEKSKILL FINANCIAL CORPORATION
                       1996 RECOGNITION AND RETENTION PLAN
                            (Full title of the plan)

                              Kip A. Weissman, P.C.
                             Beth A. Freedman, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                                 Suite 700 East
                           1100 New York Avenue, N.W.
                           Washington, D.C. 20005-3934
                     (Name and address of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================
Proposed maximum          Proposed maximum
Title of securities to    Amount to be           offering price              aggregate               Amount of
   be registered          registered(1)            per share              offering price          registration fee
-------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.01 per share      163,990  shares          $17.875(2)               $2,931,321(2)             $889(2)
===================================================================================================================
(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
     Registration Statement covers, in addition to the number of shares set
     forth above, an indeterminate number of shares which, by reason of certain
     events specified in the Plan, may become subject to the Plan. 
(2)  Estimated in accordance with Rule 457(h), solely for the purpose of
     calculating the registration fee, at $17.875 per share, which was the
     average of the high and low price per share of the Common Stock on the
     Nasdaq National Market System on December 5, 1997.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Peekskill Financial Corporation
1996 Recognition and Retention Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").

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

Item 3.           Incorporation of Certain Documents by Reference.
                  ------------------------------------------------

         The following documents previously or concurrently filed by Peekskill
Financial Corporation (the "Corporation") with the Commission are hereby
incorporated by reference in this Registration Statement and the Prospectus to
which this Registration Statement relates (the "Prospectus"), which Prospectus
has been or will be delivered to the Participants in the Plan covered by this
Registration Statement:

(a)      the Corporation's Annual Report on Form 10-K for the year ended June
         30, 1997 (File No. 0-27178) filed pursuant to Rule 13a-1 of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b)      all other reports filed by the Corporation pursuant to Section 13(a) or
         15(d) of the Exchange Act since the end of the period covered by the
         Annual Report referred to above;

(c)      the description of the Common Stock of the Corporation contained in the
         Corporation's Registration Statement on Form 8-A (Registration No.
         0-27178) filed November 8, 1995 and all amendments or reports filed for
         the purpose of updating such description.

         All documents subsequently filed by the Corporation with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
Prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.

         The Corporation shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to William
LaCalamito, Chief Operating Officer, 1019 Park Street, Peekskill, New York
10566, telephone number (914) 737-2777.

                                      II-1
All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.

Item 4.           Description of Securities.
                  --------------------------

         Not Applicable.

Item 5.           Interests of Named Experts and Counsel.
                  ---------------------------------------

         Not Applicable.

Item 6.           Indemnification of Directors and Officers.
                  ------------------------------------------

         Article ELEVENTH of the Corporation's Certificate of Incorporation
provides for indemnification of directors and officers of the Registrant against
any and all liabilities, judgments, fines and reasonable settlements, costs,
expenses and attorneys' fees incurred in any actual, threatened or potential
proceeding, except to the extent that such indemnification is limited by
Delaware law and such law cannot be varied by contract or bylaw. Article
ELEVENTH also provides for the authority to purchase insurance with respect
thereto.

         Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against
expenses actually and reasonably incurred in defense of a proceeding by or on
behalf of the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise. Indemnification is
permitted where such person (i) was acting in good faith, (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation or other corporation or enterprise, as appropriate, (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, and (iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding was brought
determines that such person is fairly and reasonably entitled to indemnity).

         Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by the corporation's board of directors by a majority vote of a quorum
consisting of directors not at the time parties to such proceeding; or

                                      II-2
(ii) if such a quorum cannot be obtained or the quorum so directs, then by
independent legal counsel in a written opinion; or (iii) by the stockholders.

         Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.

Item 7.           Exemption from Registration Claimed.
                  ------------------------------------

         Not Applicable.

Item 8.           Exhibits.
                  ---------
Regulation
         S-K                                                                   Reference to Prior
       Exhibit                                                                  Filing or Exhibit
       Number                     Document                                    Number Attached Hereto
      --------                   ----------                                  -----------------------
4.1           Peekskill Financial Corporation 1996                  Attached as Exhibit 4.1
                       Recognition and Retention Plan

         4.2           Specimen form of common stock                         Filed as an exhibit to the
                       certificate of Peekskill Financial                    Company's S-1 registration
                       Corporation                                           statement filed on October 3, 1995
                                                                             (Registration No. 33-97730) and
                                                                             hereby incorporated by reference in
                                                                             accordance with Item 601 of
                                                                             Regulation S-K.

         4.3           Certificate of Incorporation of Peekskill             Filed as an exhibit to the
                       Financial Corporation                                 Company's S-1 registration
                                                                             statement filed on October 3, 1995
                                                                             (Registration No. 33-97730) and
                                                                             hereby incorporated by reference in
                                                                             accordance with Item 601 of
                                                                             Regulation S-K.

         4.4           Bylaws of Peekskill Financial                         Filed as an exhibit to the
                       Corporation                                           Company's S-1 registration statement
                                                                             filed on October 3, 1995
                                                                             (Registration No. 33-97730) and
                                                                             hereby incorporated by reference
                                                                             in accordance with Item 601 of
                                                                             Regulation S-K.
II-3
5        Opinion of Silver, Freedman & Taff,    Attached as Exhibit 5
              L.L.P.
     23.1     Consent of Silver, Freedman & Taff,    Contained in Exhibit 5
              L.L.P. (included in Exhibit 5)
     23.2     Consent of KPMG Peat Marwick LLP       Attached as Exhibit 23.2
     24       Power of Attorney                      Contained on Signature Page

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.

         (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)      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

                                      II-4
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
     incorporated by reference in the registration statement shall be deemed to
     be a new registration 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 of expenses incurred or paid by a
     director, officer or controlling person 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.

                                      II-5
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 the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Peekskill, State of New York, on December 5,
1997.

                                      PEEKSKILL FINANCIAL CORPORATION

                                      By: /s/ Eldorus Maynard
                                          --------------------------------------
                                          Eldorus Maynard, Chairman of the Board
                                          and Chief Executive Officer
                                          (Duly Authorized Representative)

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

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

/s/Eldorus Maynard                             /s/William LaCalamito           
-------------------------------------------    ---------------------------------
Eldorus Maynard, Chairman of the Board         William LaCalamito, President and
and Chief Executive Officer                    Chief Operating Officer         
(Principal Executive and Operating Officer)            

Date: December 5, 1997                         Date:    December 5, 1997

                                      II-6
/s/ Dominick Bertoline                       /s/ Edward H. Dwyer        
----------------------------                 -------------------------
Dominick Bertoline, Director                 Edward H. Dwyer, Director  
                                                                        
Date:    December 5, 1997                    Date: December 5, 1997     
                                             

/s/ John Patrick Fay                         /s/ Robert E. Flower    
--------------------------                   --------------------------  
John Patrick Fay, Director                   Robert E. Flower, Director
                                                                       
Date:    December 5, 1997                    Date:    December 5, 1997 
                                             

                                      II-7
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                _______________

                                    EXHIBITS

                                       TO

                       REGISTRATION STATEMENT ON FORM S-8

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                 _______________

                         PEEKSKILL FINANCIAL CORPORATION

================================================================================
EXHIBIT INDEX

     Exhibit
     Number
    ---------
       4.1      Peekskill  Financial Corporation 1996 Recognition and
                Retention Plan
       5        Opinion of Silver, Freedman & Taff, L.L.P.

       23.2     Consent of KPMG Peat Marwick LLP, certified public
                accountants