<PAGE>

   As filed with the Securities and Exchange Commission on September 30, 1998

                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          Crusader Holding Corporation
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Pennsylvania                                         23-2562545
-------------------------------                             ----------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                   1230 Walnut Street, Philadelphia, PA   19107
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                           Director Stock Option Plan
                           Employee Stock Option Plan
                           --------------------------
                            (Full title of the plans)

                                  Bruce A. Levy
                                    President
                          Crusader Holding Corporation
                   1230 Walnut Street, Philadelphia, PA 19107
                   ------------------------------------------
                     (Name and address of agent for service)

                                 (215) 893-1500
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    copy to:

        Justin P. Klein, Esquire, Ballard Spahr Andrews & Ingersoll, LLP
        1735 Market Street, 51st Floor, Philadelphia, Pennsylvania  19103


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------

                                            Calculation of Registration Fee

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

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

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

<S>                        <C>                 <C>                 <C>                    <C>
Common Stock,              300,000 shares      $14.70              $ 4,410,000            $1,336.36
par value $0.01
per share


</TABLE>


<PAGE>


(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 employee benefit plans
         described herein.

(2)      Calculated in accordance with Rule 457(c) with respect to the shares
         based upon the average of the high and low prices reported for the
         Common Stock on the Nasdaq National Market as of September 24, 1998.

                                        2


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


                  The documents containing the information required to be
included in Part I of this Registration Statement will be given or sent to all
persons granted an option to purchase shares of Common Stock of Crusader Holding
Corporation (the "Company") pursuant to the terms of the Crusader Holding
Corporation Director Stock Option Plan and the Crusader Holding Corporation
Employee Stock Option Plan as specified by Rule 428 under the Securities Act of
1933, as amended (the "Securities Act").


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

                  The following documents filed by the Company with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement:

               (a)  The Company's Annual Report on Form 10-K for the fiscal year
                    ended June 30, 1998.

               (b)  The description of the Company's Common Stock, par value
                    $0.01 per share, set forth in the Company's Registration
                    Statement on Form 8-A, filed with the Commission on January
                    23, 1998.

                  All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, 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 this Registration Statement and to be part hereof from the date of
filing of such reports and documents.


Item 4.  Description of Securities.

                  Not applicable.


Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.


Item 6.  Indemnification of Directors and Officers.

                  The Pennsylvania Business Corporation Law of 1988 authorizes
the Company to indemnify its directors and officers in terms sufficiently broad
to permit indemnification of such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act.


<PAGE>



                  The Company's By-Laws provide as follows:

                           "Section 7.1. INDEMNIFICATION OF DIRECTORS, OFFICERS
                  AND OTHER PERSONS. The Corporation shall indemnify any
                  director or officer, employee or agent of the Corporation or
                  any of its subsidiaries who was or is an "authorized
                  representative" of the Corporation (which shall mean, for the
                  purpose of this Article, a director or officer of the
                  Corporation, or a person serving at the request of the
                  Corporation as a director, officer, partner, fiduciary or
                  trustee of another corporation, partnership, joint venture,
                  trust, employee benefit plan or other enterprise) and who was
                  or is a "party" (which shall include for purposes of this
                  Article the giving of testimony or similar involvement) or is
                  threatened to be made a party to any "proceeding" (which shall
                  mean for purposes of this Article any threatened, pending or
                  completed action, suit, appeal or other proceeding of any
                  nature, whether civil, criminal, administrative or
                  investigative, whether formal or informal, and whether brought
                  by or in the right of the Corporation, its shareholders or
                  otherwise) by reason of the fact that such person was or is an
                  authorized representative of the Corporation to the fullest
                  extent permitted by law, including without limitation
                  indemnification against expenses (which shall include for
                  purposes of this Article, attorneys' fees and disbursements),
                  damages, punitive damages, judgments, penalties, fines and
                  amounts paid in settlement actually and reasonably incurred by
                  such person in connection with such proceeding unless the act
                  or failure to act giving rise to the claim is finally
                  determined by a court to have constituted willful misconduct
                  or recklessness. If an authorized representative is not
                  entitled to indemnification in respect to a portion of any
                  liabilities to which such person may be subject, the
                  Corporation shall nonetheless indemnify such person to the
                  maximum extent for the remaining portion of the liabilities.

                           7.2 ADVANCEMENT OF EXPENSES. The Corporation shall
                  pay the expenses (including attorneys' fees and disbursements)
                  actually and reasonably incurred in defending a proceeding on
                  behalf of any person entitled to indemnification under Section
                  7.1 in advance of the final disposition of such proceeding
                  upon receipt of an undertaking by or on behalf of such person
                  to repay such amount if it shall ultimately be determined that
                  such person is not entitled to be indemnified by the
                  Corporation as authorized in this Article and may pay such
                  expenses in advance on behalf of any employee or agent on
                  receipt of a similar undertaking. The financial ability of
                  such authorized representative to make such repayment shall
                  not be prerequisite to the making of an advance.

                           7.3 EMPLOYEE BENEFIT PLANS. For purposes of this
                  Article, the Corporation shall be deemed to have requested an
                  officer, director, employee or agent to serve as fiduciary
                  with respect to an employee benefit plan where the performance
                  by such person of duties to the Corporation also imposes
                  duties on, or otherwise involves services by, such person as a
                  fiduciary with respect to the plan; excise taxes assessed on
                  an authorized representative with respect to any transaction
                  with an employee benefit plan shall be deemed "fines"; and
                  action taken or omitted by such person with respect to an
                  employee benefit plan in the performance of duties for a
                  purpose reasonably believed to be in the interest of the
                  participants and beneficiaries of the plan shall be deemed to
                  be for a purpose which is not opposed to the best interests of
                  the Corporation.

                           7.4 SECURITY FOR INDEMNIFICATION OBLIGATIONS. To
                  further effect, satisfy or secure the indemnification
                  obligations provided herein or otherwise, the Corporation may
                  maintain insurance, obtain a letter of credit, act as
                  self-insurer, create a reserve, trust, escrow, cash collateral
                  or other fund or account, enter into indemnification
                  agreements, pledge or grant a security interest in any assets
                  or properties of the Corporation, or use any other mechanism
                  or arrangement

                                      II-2


<PAGE>



                  whatsoever in such amounts, at such costs, and upon such other
                  terms and conditions as the Board of Directors shall deem
                  appropriate.

                           7.5 RELIANCE UPON PROVISIONS. Each person who shall
                  act as an authorized representative of the Corporation shall
                  be deemed to be doing so in reliance upon the rights of
                  indemnification provided by this Article.

                           7.6 AMENDMENT OR REPEAL. All rights of
                  indemnification under this Article shall be deemed a contract
                  between the Corporation and the person entitled to
                  indemnification under this Article pursuant to which the
                  Corporation and each such person intend to be legally bound.
                  Any repeal, amendment or modification hereof shall be
                  prospective only and shall not limit, but may expand, any
                  rights or obligations in respect of any proceeding whether
                  commenced prior to or after such change to the extent such
                  proceeding pertains to actions or failures to act occurring
                  prior to such change.

                           7.7 SCOPE OF ARTICLE. The indemnification, as
                  authorized by this Article, shall not be deemed exclusive of
                  any other rights to which those seeking indemnification or
                  advancement of expenses may be entitled under any statute,
                  agreement, vote of shareholders or disinterested directors or
                  otherwise, both as to action in an official capacity and as to
                  action in any other capacity while holding such office. The
                  indemnification and advancement of expenses provided by, or
                  granted pursuant to, this Article shall continue as to a
                  person who has ceased to be an officer, director, employee or
                  agent in respect of matters arising prior to such time, and
                  shall inure to the benefit of the heirs, executors and
                  administrators of such person.

         The Company maintains a policy of directors' and officers' liability
insurance.


Item 7.  Exemption from Registration Claimed.

                  Not applicable.


Item 8.  Exhibits.

                  Exhibit Number

                     4      Form of Certificate evidencing Common Stock of the
                            Company (incorporated herein by reference to Exhibit
                            4.1 to the Company's Registration Statement on Form
                            S-1 (File No. 333-42215), as amended).

                     5      Opinion of Ballard Spahr Andrews & Ingersoll, LLP.

                     23.1   Consent of Grant Thornton LLP.

                     23.2   Consent of Ballard Spahr Andrews & Ingersoll, LLP
                            (included in Exhibit 5).

                     24     Power of Attorney (included on signature page).


                                      II-3



<PAGE>



                     99.1   Crusader Holding Corporation Directors' Stock Option
                            Plan (incorporated by reference to Exhibit 10.1 to
                            the Company's Registration Statement on Form S-1
                            (File No. 333-42215), as amended).

                     99.2   Crusader Holding Corporation Employee Stock Option
                            Plan (incorporated by reference to Exhibit 10.2 to
                            the Company's Registration Statement on Form S-1
                            (File No. 333-42215), as amended).

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

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

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

         (b) 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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report

                                      II-4



<PAGE>



pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (h) 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.





                                      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 of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania on
September 30, 1998.

                                             CRUSADER HOLDING CORPORATION


                                             By: /s/ Bruce A. Levy 
                                                 ---------------------------
                                             Name: Bruce A. Levy
                                             Title: President


         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.

         Each person whose signature appears below in so signing also makes,
constitutes and appoints Bruce A. Levy and Joseph T. Crowley and each of them,
his or her true and lawful attorney-in-fact, with full power of substitution,
for him or her in any and all capacities, to execute all amendments and
post-effective amendments to this Registration Statement, with exhibits thereto
and other documents in connection therewith and hereby ratifies and confirms all
that said attorney-in-fact or his substitute or substitutes may do or cause to
be done by virtue hereof.


<TABLE>
<CAPTION>

<S>                            <C>                                 <C> 

/s/  Thomas J. Knox 
---------------------------    Chairman, Chief Executive           September 30, 1998
Thomas J. Knox                 Officer and Director (principal
                               executive officer)


/s/  Bruce A. Levy
---------------------------    President and Director              September 30, 1998
Bruce A. Levy                  (principal executive officer)



/s/  Joseph T. Crowley
---------------------------    Vice President, Secretary,          September 30, 1998
Joseph T. Crowley              Treasurer and Director
                               (principal financial and
                               accounting officer)


---------------------------    Director                            September 30, 1998
Paul Bachow                    


/s/  Ronald L. Caplan              
---------------------------    Director                            September 30, 1998
Ronald L. Caplan

</TABLE>




<PAGE>


<TABLE>
<CAPTION>


<S>                            <C>                             <C>
                                                
__________________________      Director                       September 30, 1998  
D. Walter Cohen                                                                    
                                                                                   
                                                                                                    
__________________________      Director                       September 30, 1998  
Daniel DiLella                                                                     

                                                                                   
/s/ Linda R. Knox                                                                                                    
__________________________      Director                       September 30, 1998  
Linda R. Knox                                                                      
            
                                                                      
/s/ Joel S. Lawson III                                                                                                    
__________________________      Director                       September 30, 1998  
Joel S. Lawson III                                                                 
                                                                                   
                                                                                                    
__________________________      Director                       September 30, 1998  
Brian McAdams                                                                      
                                                                                   
                               
</TABLE>



<PAGE>


                                  EXHIBIT INDEX

    Exhibit Number                      Description
    --------------                      -----------

         4                 Form of Certificate evidencing Common Stock of the
                           Company (incorporated herein by reference to Exhibit
                           4.1 to the Company's Registration Statement on Form
                           S-1 (File No. 333-42215), as amended).

         5                 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.

         23.1              Consent of Grant Thornton LLP.

         23.2              Consent of Ballard Spahr Andrews & Ingersoll, LLP 
                           (included in Exhibit 5).

         24                Power of Attorney (included on signature page).

         99.1              Crusader Holding Corporation Directors' Stock Option
                           Plan (incorporated by reference to Exhibit 10.1 to
                           the Company's Registration Statement on Form S-1
                           (File No. 333-42215), as amended).

         99.2              Crusader Holding Corporation Employee Stock Option
                           Plan (incorporated by reference to Exhibit 10.2 to
                           the Company's Registration Statement on Form S-1
                           (File No. 333-42215), as amended).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 26388}]
{"company-data": {"conformed-name": "CRUSADER HOLDING CORP", "cik": "0001050992", "assigned-sic": "6770", "irs-number": "231255885", "state-of-incorporation": "PA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64821", "film-number": "98718414"}, "business-address": {"street1": "1230 WALNUT STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19107", "phone": "2158931500"}, "mail-address": {"street1": "1230 WALNUT STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19107"}}
As filed with the Securities and Exchange Commission on September 30, 1998

                                                   Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          Crusader Holding Corporation
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Pennsylvania                                         23-2562545
-------------------------------                             ----------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                   1230 Walnut Street, Philadelphia, PA   19107
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                           Director Stock Option Plan
                           Employee Stock Option Plan
                           --------------------------
                            (Full title of the plans)

                                  Bruce A. Levy
                                    President
                          Crusader Holding Corporation
                   1230 Walnut Street, Philadelphia, PA 19107
                   ------------------------------------------
                     (Name and address of agent for service)

                                 (215) 893-1500
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    copy to:

        Justin P. Klein, Esquire, Ballard Spahr Andrews & Ingersoll, LLP
        1735 Market Street, 51st Floor, Philadelphia, Pennsylvania  19103
---------------------------------------------------------------------------------------------------------

                                            Calculation of Registration Fee

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

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

---------------------------------------------------------------------------------------------------------
Common Stock,              300,000 shares      $14.70              $ 4,410,000            $1,336.36
par value $0.01
per share
(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 employee benefit plans
         described herein.

(2)      Calculated in accordance with Rule 457(c) with respect to the shares
         based upon the average of the high and low prices reported for the
         Common Stock on the Nasdaq National Market as of September 24, 1998.

                                        2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                  The documents containing the information required to be
included in Part I of this Registration Statement will be given or sent to all
persons granted an option to purchase shares of Common Stock of Crusader Holding
Corporation (the "Company") pursuant to the terms of the Crusader Holding
Corporation Director Stock Option Plan and the Crusader Holding Corporation
Employee Stock Option Plan as specified by Rule 428 under the Securities Act of
1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The following documents filed by the Company with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement:

               (a)  The Company's Annual Report on Form 10-K for the fiscal year
                    ended June 30, 1998.

               (b)  The description of the Company's Common Stock, par value
                    $0.01 per share, set forth in the Company's Registration
                    Statement on Form 8-A, filed with the Commission on January
                    23, 1998.

                  All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, 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 this Registration Statement and to be part hereof from the date of
filing of such reports and documents.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.

                  The Pennsylvania Business Corporation Law of 1988 authorizes
the Company to indemnify its directors and officers in terms sufficiently broad
to permit indemnification of such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act.
The Company's By-Laws provide as follows:

                           "Section 7.1. INDEMNIFICATION OF DIRECTORS, OFFICERS
                  AND OTHER PERSONS. The Corporation shall indemnify any
                  director or officer, employee or agent of the Corporation or
                  any of its subsidiaries who was or is an "authorized
                  representative" of the Corporation (which shall mean, for the
                  purpose of this Article, a director or officer of the
                  Corporation, or a person serving at the request of the
                  Corporation as a director, officer, partner, fiduciary or
                  trustee of another corporation, partnership, joint venture,
                  trust, employee benefit plan or other enterprise) and who was
                  or is a "party" (which shall include for purposes of this
                  Article the giving of testimony or similar involvement) or is
                  threatened to be made a party to any "proceeding" (which shall
                  mean for purposes of this Article any threatened, pending or
                  completed action, suit, appeal or other proceeding of any
                  nature, whether civil, criminal, administrative or
                  investigative, whether formal or informal, and whether brought
                  by or in the right of the Corporation, its shareholders or
                  otherwise) by reason of the fact that such person was or is an
                  authorized representative of the Corporation to the fullest
                  extent permitted by law, including without limitation
                  indemnification against expenses (which shall include for
                  purposes of this Article, attorneys' fees and disbursements),
                  damages, punitive damages, judgments, penalties, fines and
                  amounts paid in settlement actually and reasonably incurred by
                  such person in connection with such proceeding unless the act
                  or failure to act giving rise to the claim is finally
                  determined by a court to have constituted willful misconduct
                  or recklessness. If an authorized representative is not
                  entitled to indemnification in respect to a portion of any
                  liabilities to which such person may be subject, the
                  Corporation shall nonetheless indemnify such person to the
                  maximum extent for the remaining portion of the liabilities.

                           7.2 ADVANCEMENT OF EXPENSES. The Corporation shall
                  pay the expenses (including attorneys' fees and disbursements)
                  actually and reasonably incurred in defending a proceeding on
                  behalf of any person entitled to indemnification under Section
                  7.1 in advance of the final disposition of such proceeding
                  upon receipt of an undertaking by or on behalf of such person
                  to repay such amount if it shall ultimately be determined that
                  such person is not entitled to be indemnified by the
                  Corporation as authorized in this Article and may pay such
                  expenses in advance on behalf of any employee or agent on
                  receipt of a similar undertaking. The financial ability of
                  such authorized representative to make such repayment shall
                  not be prerequisite to the making of an advance.

                           7.3 EMPLOYEE BENEFIT PLANS. For purposes of this
                  Article, the Corporation shall be deemed to have requested an
                  officer, director, employee or agent to serve as fiduciary
                  with respect to an employee benefit plan where the performance
                  by such person of duties to the Corporation also imposes
                  duties on, or otherwise involves services by, such person as a
                  fiduciary with respect to the plan; excise taxes assessed on
                  an authorized representative with respect to any transaction
                  with an employee benefit plan shall be deemed "fines"; and
                  action taken or omitted by such person with respect to an
                  employee benefit plan in the performance of duties for a
                  purpose reasonably believed to be in the interest of the
                  participants and beneficiaries of the plan shall be deemed to
                  be for a purpose which is not opposed to the best interests of
                  the Corporation.

                           7.4 SECURITY FOR INDEMNIFICATION OBLIGATIONS. To
                  further effect, satisfy or secure the indemnification
                  obligations provided herein or otherwise, the Corporation may
                  maintain insurance, obtain a letter of credit, act as
                  self-insurer, create a reserve, trust, escrow, cash collateral
                  or other fund or account, enter into indemnification
                  agreements, pledge or grant a security interest in any assets
                  or properties of the Corporation, or use any other mechanism
                  or arrangement

                                      II-2
whatsoever in such amounts, at such costs, and upon such other
                  terms and conditions as the Board of Directors shall deem
                  appropriate.

                           7.5 RELIANCE UPON PROVISIONS. Each person who shall
                  act as an authorized representative of the Corporation shall
                  be deemed to be doing so in reliance upon the rights of
                  indemnification provided by this Article.

                           7.6 AMENDMENT OR REPEAL. All rights of
                  indemnification under this Article shall be deemed a contract
                  between the Corporation and the person entitled to
                  indemnification under this Article pursuant to which the
                  Corporation and each such person intend to be legally bound.
                  Any repeal, amendment or modification hereof shall be
                  prospective only and shall not limit, but may expand, any
                  rights or obligations in respect of any proceeding whether
                  commenced prior to or after such change to the extent such
                  proceeding pertains to actions or failures to act occurring
                  prior to such change.

                           7.7 SCOPE OF ARTICLE. The indemnification, as
                  authorized by this Article, shall not be deemed exclusive of
                  any other rights to which those seeking indemnification or
                  advancement of expenses may be entitled under any statute,
                  agreement, vote of shareholders or disinterested directors or
                  otherwise, both as to action in an official capacity and as to
                  action in any other capacity while holding such office. The
                  indemnification and advancement of expenses provided by, or
                  granted pursuant to, this Article shall continue as to a
                  person who has ceased to be an officer, director, employee or
                  agent in respect of matters arising prior to such time, and
                  shall inure to the benefit of the heirs, executors and
                  administrators of such person.

         The Company maintains a policy of directors' and officers' liability
insurance.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

                  Exhibit Number

                     4      Form of Certificate evidencing Common Stock of the
                            Company (incorporated herein by reference to Exhibit
                            4.1 to the Company's Registration Statement on Form
                            S-1 (File No. 333-42215), as amended).

                     5      Opinion of Ballard Spahr Andrews & Ingersoll, LLP.

                     23.1   Consent of Grant Thornton LLP.

                     23.2   Consent of Ballard Spahr Andrews & Ingersoll, LLP
                            (included in Exhibit 5).

                     24     Power of Attorney (included on signature page).

                                      II-3
99.1   Crusader Holding Corporation Directors' Stock Option
                            Plan (incorporated by reference to Exhibit 10.1 to
                            the Company's Registration Statement on Form S-1
                            (File No. 333-42215), as amended).

                     99.2   Crusader Holding Corporation Employee Stock Option
                            Plan (incorporated by reference to Exhibit 10.2 to
                            the Company's Registration Statement on Form S-1
                            (File No. 333-42215), as amended).

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

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

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

         (b) 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 Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report

                                      II-4
pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (h) 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.

                                      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 of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania on
September 30, 1998.

                                             CRUSADER HOLDING CORPORATION

                                             By: /s/ Bruce A. Levy 
                                                 ---------------------------
                                             Name: Bruce A. Levy
                                             Title: President

         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.

         Each person whose signature appears below in so signing also makes,
constitutes and appoints Bruce A. Levy and Joseph T. Crowley and each of them,
his or her true and lawful attorney-in-fact, with full power of substitution,
for him or her in any and all capacities, to execute all amendments and
post-effective amendments to this Registration Statement, with exhibits thereto
and other documents in connection therewith and hereby ratifies and confirms all
that said attorney-in-fact or his substitute or substitutes may do or cause to
be done by virtue hereof.
/s/  Thomas J. Knox 
---------------------------    Chairman, Chief Executive           September 30, 1998
Thomas J. Knox                 Officer and Director (principal
                               executive officer)

/s/  Bruce A. Levy
---------------------------    President and Director              September 30, 1998
Bruce A. Levy                  (principal executive officer)

/s/  Joseph T. Crowley
---------------------------    Vice President, Secretary,          September 30, 1998
Joseph T. Crowley              Treasurer and Director
                               (principal financial and
                               accounting officer)

---------------------------    Director                            September 30, 1998
Paul Bachow                    

/s/  Ronald L. Caplan              
---------------------------    Director                            September 30, 1998
Ronald L. Caplan
__________________________      Director                       September 30, 1998  
D. Walter Cohen                                                                    
                                                                                   
                                                                                                    
__________________________      Director                       September 30, 1998  
Daniel DiLella                                                                     

                                                                                   
/s/ Linda R. Knox                                                                                                    
__________________________      Director                       September 30, 1998  
Linda R. Knox                                                                      
            
                                                                      
/s/ Joel S. Lawson III                                                                                                    
__________________________      Director                       September 30, 1998  
Joel S. Lawson III                                                                 
                                                                                   
                                                                                                    
__________________________      Director                       September 30, 1998  
Brian McAdams
EXHIBIT INDEX

    Exhibit Number                      Description
    --------------                      -----------

         4                 Form of Certificate evidencing Common Stock of the
                           Company (incorporated herein by reference to Exhibit
                           4.1 to the Company's Registration Statement on Form
                           S-1 (File No. 333-42215), as amended).

         5                 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.

         23.1              Consent of Grant Thornton LLP.

         23.2              Consent of Ballard Spahr Andrews & Ingersoll, LLP 
                           (included in Exhibit 5).

         24                Power of Attorney (included on signature page).

         99.1              Crusader Holding Corporation Directors' Stock Option
                           Plan (incorporated by reference to Exhibit 10.1 to
                           the Company's Registration Statement on Form S-1
                           (File No. 333-42215), as amended).

         99.2              Crusader Holding Corporation Employee Stock Option
                           Plan (incorporated by reference to Exhibit 10.2 to
                           the Company's Registration Statement on Form S-1
                           (File No. 333-42215), as amended).