As filed with the Securities and Exchange Commission on June 12, 1997
                                                          Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                             REGENT BANCSHARES CORP.
             (Exact name of registrant as specified in its charter)

                New Jersey                             23-2440805              
      -------------------------------      ------------------------------------
      (State or other jurisdiction of      (I.R.S. Employer Identification No.)
      incorporation or organization)                                           
                                                                               
            1430 Walnut Street                                                 
     Philadelphia, Pennsylvania 19102                    19102
     --------------------------------                  ----------              
 (Address of Principal Executive Offices)              (Zip Code)              
                                          
                              --------------------

                             REGENT BANCSHARES CORP.
                           1997 EQUITY INCENTIVE PLAN
                           --------------------------
                              (Full title of plan)

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

           Robert B. Goldstein, President and Chief Executive Officer
                             Regent Bancshares Corp.
                               1430 Walnut Street
                        Philadelphia, Pennsylvania 19102
           ----------------------------------------------------------
                     (Name and address of agent for service)

                                 (215) 546-6500
                     ---------------------------------------
                     (Telephone number, including area code,
                              of agent for service)

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

                                    Copy to:
                          Frederick W. Dreher, Esquire
                          Duane, Morris & Heckscher LLP
                             4200 One Liberty Place
                      Philadelphia, Pennsylvania 19103-7396

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
======================================================================================================================

                                                        Proposed                Proposed
  Title of securities         Amount to be          maximum offering        maximum aggregate            Amount of
   to be registered           registered(1)        price per share(2)       offering price(2)        registration fee
----------------------------------------------------------------------------------------------------------------------
<S>                          <C>                   <C>                      <C>                        <C>    
Common Stock,                380,000 shares        $6.75 to $10.75             $2,705,000                 $819.70
par value $.10
======================================================================================================================
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the 1997 Equity Incentive Plan.

(2)  Pursuant to paragraph (h) of Rule 457, the proposed maximum offering price
     per share and the proposed maximum aggregate offering price have been
     computed as follows: (a) with respect to the 345,000 shares for which
     options have been granted or reserved but not exercised as of the date
     hereof, computed on the basis of $6.75 per share, the fair market value of
     the shares underlying the options on the date of grant, and (b) with
     respect to 35,000 shares for which options have not been granted, on the
     basis of the average of the high and low prices of the Common Stock of
     Regent on the Nasdaq Small-Cap Market on June 10, 1997.


================================================================================
<PAGE>

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following material is incorporated herein by reference:

         (a) The Annual Report on Form 10-K of Regent Bancshares Corp.
("Regent") for the year ended December 31, 1996 as filed by Regent with the
Securities and Exchange Commission (the "Commission") on April 8, 1997.

         (b) Regent's Form 10-Q Report for the quarter ended March 31, 1997 as
filed by Regent with the Commission on May 20, 1997.

         (c) The description of Regent's Common Stock set forth in a
Registration Statement on Form S-1 filed with the Commission under the
Securities Act of 1933, as amended, on March 3, 1989, as amended on May 9, 1989
and as declared effective on May 24, 1989, under the caption "Description of
Securities."

         All reports or other documents filed pursuant to Sections 13, 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this Registration Statement, in each case filed by
Regent prior to the termination of the offering of the securities offered
hereby, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such reports and
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated herein by reference, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.

         No answer to this item is required because the class of securities to
be offered is registered under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         The consolidated financial statements of Regent and its subsidiary,
Regent National Bank (the "Bank"), and the related consolidated statements of
operations, shareholders' equity and cash flow have been audited and reported on
by Arthur Andersen LLP, independent certified public accountants, for the four
years ended December 31, 1995 and by Grant Thornton LLP, independent certified
public accountants, for the year ended December 31, 1996, as indicated in their
reports

                                      II-1

<PAGE>



with respect thereto, and are incorporated by reference in reliance upon the
authority of said firms as experts in giving said reports.

         The validity of the issuance of the shares of Common Stock registered
hereby will be passed upon for Regent by Duane, Morris & Heckscher LLP,
Philadelphia, Pennsylvania. Stephen D. Teaford, a partner in the law firm of
Duane, Morris & Heckscher LLP, is the husband of Barbara H. Teaford, the
President and a director of the Bank. As of June 2, 1997, partners of the law
firm of Duane, Morris & Heckscher LLP owned 85,085 shares of Regent's Common
Stock, 15,782 shares of Regent's Series A Convertible Preferred Stock and 3,040
shares of Regent's Series E Convertible Preferred Stock.

Item 6.  Indemnification of Directors and Officers.

         Article VIII of Regent's By-laws requires Regent to indemnify its
officers and directors, including former officers and directors, and permits
Regent to indemnify its employees and agents, to the full extent permitted by
the New Jersey Business Corporation Act (the "NJBCA") and to pay and advance
expenses for matters covered by indemnification to the full extent permitted by
the NJBCA.

         Section 14A:3-5 of the NJBCA gives a corporation the power, without a
specific authorization in its certificate of incorporation or by-laws, to
indemnify a director, officer, employee or agent (an "Agent") against expenses
and liabilities incurred in connection with certain proceedings, involving the
Agent by reason of his or her being or having been such an Agent, provided that
with regard to a proceeding other than one by or in the right of the
corporation, the Agent must have acted in good faith and in a manner the Agent
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal proceeding, such Agent had no
reasonable cause to believe his or her conduct was unlawful. The termination of
a proceeding by judgment, order, settlement, conviction or upon plea of nolo
contendere or its equivalent does not of itself create a presumption that any
such Agent failed to meet the applicable standards of conduct. The indemnifi-
cation provided by the NJBCA does not exclude any rights to which an Agent may
be entitled under a certificate of incorporation, by-law, agreement, vote of
stockholders or otherwise. No indemnification, other than that required when an
Agent is successful on the merits or otherwise in any of the above proceedings,
shall be allowed if such indemnification would be inconsistent with a provision
of the certificate of incorporation, a by-law or a resolution of the board of
directors or of the stockholders, an agreement or other proper corporate action
in effect at the time of the accrual of the alleged cause of action which
prohibits, limits or otherwise conditions the exercise of indemnification powers
by the corporation or the rights of indemnification to which an Agent may be
entitled.

         Regent provides liability insurance for each director and officer for
certain losses arising from claims or charges made against them while acting in
their capacities as directors or officers of Regent up to an aggregate of
$5,000,000 inclusive of defense costs, expenses and charges.

         In addition, as permitted by the NJBCA, Article Seventh of Regent's
Certificate of Incorporation provides that no director of Regent shall incur
personal liability to Regent or its stockholders for damages for breach of any
duty owed to Regent or its stockholders; provided,

                                      II-2

<PAGE>



however, that this provision does not eliminate or limit the liability of a
director for (i) any breach of the director's duty of loyalty to Regent or its
stockholders; (ii) acts or omissions not in good faith or which involve a
knowing violation of law or (iii) any transaction from which the director
derived an improper personal benefit.

         The employment agreements among Regent, the Bank and each of Robert B.
Goldstein and Joel E. Hyman (individually, the "Executive") include a provision
providing for indemnification, to the fullest extent permitted by law, for any
and all liabilities to which the Executive or his estate may be subject as a
result of, in connection with or arising out of his service as an employee, an
officer or a director of Regent or the Bank under such employment agreement or
his service as an employee, officer or director of another enterprise at the
request of Regent or the Bank, as well as the costs and expenses, including
attorneys' fees, of any legal action brought or threatened to be brought against
the Executive or Regent or the Bank as a result of, in connection with or
arising out of such employment. In addition, each employment agreement further
provides that Regent and the Bank will advance professional fees and
disbursements to the Executive in connection with any such legal action,
provided that the Executive delivers to Regent and the Bank his undertaking to
repay any expenses so advanced in the event it is ultimately determined that the
Executive is not entitled to indemnification against such expenses. Expenses
reasonably incurred by the Executive in successfully establishing the right to
indemnification or advancement of expenses, in whole or in part, pursuant to
the employment agreements, must also be indemnified by Regent and the Bank. The
Executive is entitled also to the full protection of any insurance policies
which Regent or the Bank may elect to maintain generally for the benefit of
their respective directors and officers. The rights granted under the employment
agreements survive the termination of such employment agreements.

Item 7.  Exemption from Registration Claimed.

         No answer to this item is required because no restricted securities are
to be reoffered or resold pursuant to this Registration Statement.

Item 8.  Exhibits.

(4)      Regent Bancshares Corp. 1997 Equity Incentive Plan.

(5)      Opinion of Duane, Morris & Heckscher LLP.

(23)(A)  Consent of Duane, Morris & Heckscher LLP (included in their opinion 
         filed as Exhibit 5).

(23)(B)  Consent of Grant Thornton LLP.

(23)(C)  Consent of Arthur Andersen LLP.

(24)     Power of Attorney (see page II-5 of this Registration Statement).


                                      II-3

<PAGE>



Item 9.  Undertakings.

         The registrant hereby undertakes:

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

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

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

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

         The undersigned registrant hereby further undertakes that, insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers and controlling persons of the registrant, 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.


                                      II-4

<PAGE>




                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Philadelphia, Pennsylvania on May 28, 1997.

                                       REGENT BANCSHARES CORP.


                                       By:/s/ Robert B. Goldstein
                                          -----------------------
                                          Robert B. Goldstein, President and
                                          Chief Executive Officer


         Know all men by these presents, that each person whose signature
appears below constitutes and appoints Robert B. Goldstein and Joel E. Hyman,
and each or either of them, as such person's true and lawful attorneys-in-fact
and agents, with full power of substitution, for such person, and in such
person's name, place and stead, in any and all capacities to sign any or all
amendments or post-effective amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting 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 such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitutes, may lawfully do or cause to be done
by virtue hereof.

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

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


<S>                                         <C>                                         <C> 
/s/ David W. Ring                           Chairman of the Board                       May 28, 1997
------------------------------------        and Director
David W. Ring                               


/s/ Robert B. Goldstein                     President, Chief Executive                  May 28, 1997
------------------------------              Officer and Director         
Robert B. Goldstein                         (principal executive officer)
                                            



                                      II-5

<PAGE>





/s/ Joel E. Hyman                           Executive Vice President,                   May 28, 1997
------------------------------              Chief Financial Officer and
Joel E. Hyman                               Treasurer (principal       
                                            financial and accounting   
                                            officer)

/s/ O. Francis Biondi                       Director                                    May 28, 1997
------------------------------------
O. Francis Biondi


/s/ Abraham L. Bettinger                    Director                                    May 28, 1997
------------------------------------
Abraham L. Bettinger


/s/ John J. Lyons                           Director                                    May 28, 1997
------------------------------------
John J. Lyons


/s/ John W. Rose                            Director                                    May 28, 1997
------------------------------------
John W. Rose
</TABLE>





                                      II-6

<PAGE>



                                  EXHIBIT INDEX

                    (Pursuant to Item 601 of Regulation S-K)

<TABLE>
<CAPTION>
Exhibit No.                    Exhibit                                                 Page

<C>          <C>                                                                       <C>
(4)          Regent Bancshares Corp. 1997 Equity Incentive Plan.

(5)          Opinion of Duane, Morris & Heckscher LLP.

(23)(A)      Consent of Duane, Morris & Heckscher LLP (included in their opinion
             filed as Exhibit 5).

(23)(B)      Consent of Grant Thornton LLP.

(23)(C)      Consent of Arthur Andersen LLP.

(24)         Power of Attorney (see page II-5 of this Registration Statement).
</TABLE>




                                      II-7
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{"company-data": {"conformed-name": "REGENT BANCSHARES CORP", "cik": "0000846979", "assigned-sic": "6021", "irs-number": "232440805", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29117", "film-number": "97623378"}, "business-address": {"street1": "1430 WALNUT ST", "city": "PHILADELPHIA", "state": "PA", "zip": "19102", "phone": "2155466500"}, "mail-address": {"street1": "1430 WALNUT ST", "city": "PHILADELPHIA", "state": "PA", "zip": "19102"}}
As filed with the Securities and Exchange Commission on June 12, 1997
                                                          Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                             REGENT BANCSHARES CORP.
             (Exact name of registrant as specified in its charter)

                New Jersey                             23-2440805              
      -------------------------------      ------------------------------------
      (State or other jurisdiction of      (I.R.S. Employer Identification No.)
      incorporation or organization)                                           
                                                                               
            1430 Walnut Street                                                 
     Philadelphia, Pennsylvania 19102                    19102
     --------------------------------                  ----------              
 (Address of Principal Executive Offices)              (Zip Code)              
                                          
                              --------------------

                             REGENT BANCSHARES CORP.
                           1997 EQUITY INCENTIVE PLAN
                           --------------------------
                              (Full title of plan)

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

           Robert B. Goldstein, President and Chief Executive Officer
                             Regent Bancshares Corp.
                               1430 Walnut Street
                        Philadelphia, Pennsylvania 19102
           ----------------------------------------------------------
                     (Name and address of agent for service)

                                 (215) 546-6500
                     ---------------------------------------
                     (Telephone number, including area code,
                              of agent for service)

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

                                    Copy to:
                          Frederick W. Dreher, Esquire
                          Duane, Morris & Heckscher LLP
                             4200 One Liberty Place
                      Philadelphia, Pennsylvania 19103-7396
CALCULATION OF REGISTRATION FEE
======================================================================================================================

                                                        Proposed                Proposed
  Title of securities         Amount to be          maximum offering        maximum aggregate            Amount of
   to be registered           registered(1)        price per share(2)       offering price(2)        registration fee
----------------------------------------------------------------------------------------------------------------------
Common Stock,                380,000 shares        $6.75 to $10.75             $2,705,000                 $819.70
par value $.10
======================================================================================================================
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the 1997 Equity Incentive Plan.

(2)  Pursuant to paragraph (h) of Rule 457, the proposed maximum offering price
     per share and the proposed maximum aggregate offering price have been
     computed as follows: (a) with respect to the 345,000 shares for which
     options have been granted or reserved but not exercised as of the date
     hereof, computed on the basis of $6.75 per share, the fair market value of
     the shares underlying the options on the date of grant, and (b) with
     respect to 35,000 shares for which options have not been granted, on the
     basis of the average of the high and low prices of the Common Stock of
     Regent on the Nasdaq Small-Cap Market on June 10, 1997.

================================================================================
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following material is incorporated herein by reference:

         (a) The Annual Report on Form 10-K of Regent Bancshares Corp.
("Regent") for the year ended December 31, 1996 as filed by Regent with the
Securities and Exchange Commission (the "Commission") on April 8, 1997.

         (b) Regent's Form 10-Q Report for the quarter ended March 31, 1997 as
filed by Regent with the Commission on May 20, 1997.

         (c) The description of Regent's Common Stock set forth in a
Registration Statement on Form S-1 filed with the Commission under the
Securities Act of 1933, as amended, on March 3, 1989, as amended on May 9, 1989
and as declared effective on May 24, 1989, under the caption "Description of
Securities."

         All reports or other documents filed pursuant to Sections 13, 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this Registration Statement, in each case filed by
Regent prior to the termination of the offering of the securities offered
hereby, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such reports and
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document, which also is or
is deemed to be incorporated herein by reference, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  Description of Securities.

         No answer to this item is required because the class of securities to
be offered is registered under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

         The consolidated financial statements of Regent and its subsidiary,
Regent National Bank (the "Bank"), and the related consolidated statements of
operations, shareholders' equity and cash flow have been audited and reported on
by Arthur Andersen LLP, independent certified public accountants, for the four
years ended December 31, 1995 and by Grant Thornton LLP, independent certified
public accountants, for the year ended December 31, 1996, as indicated in their
reports

                                      II-1
with respect thereto, and are incorporated by reference in reliance upon the
authority of said firms as experts in giving said reports.

         The validity of the issuance of the shares of Common Stock registered
hereby will be passed upon for Regent by Duane, Morris & Heckscher LLP,
Philadelphia, Pennsylvania. Stephen D. Teaford, a partner in the law firm of
Duane, Morris & Heckscher LLP, is the husband of Barbara H. Teaford, the
President and a director of the Bank. As of June 2, 1997, partners of the law
firm of Duane, Morris & Heckscher LLP owned 85,085 shares of Regent's Common
Stock, 15,782 shares of Regent's Series A Convertible Preferred Stock and 3,040
shares of Regent's Series E Convertible Preferred Stock.

Item 6.  Indemnification of Directors and Officers.

         Article VIII of Regent's By-laws requires Regent to indemnify its
officers and directors, including former officers and directors, and permits
Regent to indemnify its employees and agents, to the full extent permitted by
the New Jersey Business Corporation Act (the "NJBCA") and to pay and advance
expenses for matters covered by indemnification to the full extent permitted by
the NJBCA.

         Section 14A:3-5 of the NJBCA gives a corporation the power, without a
specific authorization in its certificate of incorporation or by-laws, to
indemnify a director, officer, employee or agent (an "Agent") against expenses
and liabilities incurred in connection with certain proceedings, involving the
Agent by reason of his or her being or having been such an Agent, provided that
with regard to a proceeding other than one by or in the right of the
corporation, the Agent must have acted in good faith and in a manner the Agent
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal proceeding, such Agent had no
reasonable cause to believe his or her conduct was unlawful. The termination of
a proceeding by judgment, order, settlement, conviction or upon plea of nolo
contendere or its equivalent does not of itself create a presumption that any
such Agent failed to meet the applicable standards of conduct. The indemnifi-
cation provided by the NJBCA does not exclude any rights to which an Agent may
be entitled under a certificate of incorporation, by-law, agreement, vote of
stockholders or otherwise. No indemnification, other than that required when an
Agent is successful on the merits or otherwise in any of the above proceedings,
shall be allowed if such indemnification would be inconsistent with a provision
of the certificate of incorporation, a by-law or a resolution of the board of
directors or of the stockholders, an agreement or other proper corporate action
in effect at the time of the accrual of the alleged cause of action which
prohibits, limits or otherwise conditions the exercise of indemnification powers
by the corporation or the rights of indemnification to which an Agent may be
entitled.

         Regent provides liability insurance for each director and officer for
certain losses arising from claims or charges made against them while acting in
their capacities as directors or officers of Regent up to an aggregate of
$5,000,000 inclusive of defense costs, expenses and charges.

         In addition, as permitted by the NJBCA, Article Seventh of Regent's
Certificate of Incorporation provides that no director of Regent shall incur
personal liability to Regent or its stockholders for damages for breach of any
duty owed to Regent or its stockholders; provided,

                                      II-2
however, that this provision does not eliminate or limit the liability of a
director for (i) any breach of the director's duty of loyalty to Regent or its
stockholders; (ii) acts or omissions not in good faith or which involve a
knowing violation of law or (iii) any transaction from which the director
derived an improper personal benefit.

         The employment agreements among Regent, the Bank and each of Robert B.
Goldstein and Joel E. Hyman (individually, the "Executive") include a provision
providing for indemnification, to the fullest extent permitted by law, for any
and all liabilities to which the Executive or his estate may be subject as a
result of, in connection with or arising out of his service as an employee, an
officer or a director of Regent or the Bank under such employment agreement or
his service as an employee, officer or director of another enterprise at the
request of Regent or the Bank, as well as the costs and expenses, including
attorneys' fees, of any legal action brought or threatened to be brought against
the Executive or Regent or the Bank as a result of, in connection with or
arising out of such employment. In addition, each employment agreement further
provides that Regent and the Bank will advance professional fees and
disbursements to the Executive in connection with any such legal action,
provided that the Executive delivers to Regent and the Bank his undertaking to
repay any expenses so advanced in the event it is ultimately determined that the
Executive is not entitled to indemnification against such expenses. Expenses
reasonably incurred by the Executive in successfully establishing the right to
indemnification or advancement of expenses, in whole or in part, pursuant to
the employment agreements, must also be indemnified by Regent and the Bank. The
Executive is entitled also to the full protection of any insurance policies
which Regent or the Bank may elect to maintain generally for the benefit of
their respective directors and officers. The rights granted under the employment
agreements survive the termination of such employment agreements.

Item 7.  Exemption from Registration Claimed.

         No answer to this item is required because no restricted securities are
to be reoffered or resold pursuant to this Registration Statement.

Item 8.  Exhibits.

(4)      Regent Bancshares Corp. 1997 Equity Incentive Plan.

(5)      Opinion of Duane, Morris & Heckscher LLP.

(23)(A)  Consent of Duane, Morris & Heckscher LLP (included in their opinion 
         filed as Exhibit 5).

(23)(B)  Consent of Grant Thornton LLP.

(23)(C)  Consent of Arthur Andersen LLP.

(24)     Power of Attorney (see page II-5 of this Registration Statement).

                                      II-3
Item 9.  Undertakings.

         The registrant hereby undertakes:

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

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

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

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

         The undersigned registrant hereby further undertakes that, insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers and controlling persons of the registrant, 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.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Philadelphia, Pennsylvania on May 28, 1997.

                                       REGENT BANCSHARES CORP.

                                       By:/s/ Robert B. Goldstein
                                          -----------------------
                                          Robert B. Goldstein, President and
                                          Chief Executive Officer

         Know all men by these presents, that each person whose signature
appears below constitutes and appoints Robert B. Goldstein and Joel E. Hyman,
and each or either of them, as such person's true and lawful attorneys-in-fact
and agents, with full power of substitution, for such person, and in such
person's name, place and stead, in any and all capacities to sign any or all
amendments or post-effective amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting 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 such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitutes, may lawfully do or cause to be done
by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature                                   Title                                       Date
---------                                   -----                                       ----
/s/ David W. Ring                           Chairman of the Board                       May 28, 1997
------------------------------------        and Director
David W. Ring                               

/s/ Robert B. Goldstein                     President, Chief Executive                  May 28, 1997
------------------------------              Officer and Director         
Robert B. Goldstein                         (principal executive officer)
                                            

                                      II-5
/s/ Joel E. Hyman                           Executive Vice President,                   May 28, 1997
------------------------------              Chief Financial Officer and
Joel E. Hyman                               Treasurer (principal       
                                            financial and accounting   
                                            officer)

/s/ O. Francis Biondi                       Director                                    May 28, 1997
------------------------------------
O. Francis Biondi

/s/ Abraham L. Bettinger                    Director                                    May 28, 1997
------------------------------------
Abraham L. Bettinger

/s/ John J. Lyons                           Director                                    May 28, 1997
------------------------------------
John J. Lyons

/s/ John W. Rose                            Director                                    May 28, 1997
------------------------------------
John W. Rose
II-6
EXHIBIT INDEX

                    (Pursuant to Item 601 of Regulation S-K)
Exhibit No.                    Exhibit                                                 Page
(4)          Regent Bancshares Corp. 1997 Equity Incentive Plan.

(5)          Opinion of Duane, Morris & Heckscher LLP.

(23)(A)      Consent of Duane, Morris & Heckscher LLP (included in their opinion
             filed as Exhibit 5).

(23)(B)      Consent of Grant Thornton LLP.

(23)(C)      Consent of Arthur Andersen LLP.

(24)         Power of Attorney (see page II-5 of this Registration Statement).
II-7