<PAGE>

    As filed with the Securities and Exchange Commission on December 15, 1998

                                                  Registration No. 333-________

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

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

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

                               USABancShares, Inc.
             (Exact name of registrant as specified in its charter)

                                  Pennsylvania
         (State or other jurisdiction of incorporation or organization)

                                   23-2806495
                     (I.R.S. Employer Identification Number)

                               1535 Locust Street
                        Philadelphia, Pennsylvania 19102
                    (Address of principal executive offices)



                               USABancShares, Inc.
                             1995 Stock Option Plan
                              (Full Title of Plan)


                                Kenneth L. Tepper
                               1535 Locust Street
                        Philadelphia, Pennsylvania 19102
                     (Name and address of agent for service)

                                 (215) 569-4200
          (Telephone number, including area code, of agent for service)

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

                                   Copies to:
                           Stephen T. Burdumy, Esquire
                 Klehr, Harrison, Harvey, Branzburg & Ellers LLP
                               1401 Walnut Street
                        Philadelphia, Pennsylvania 19102
                                 (215) 568-6060


<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

====================================================================================================================
                                                           Proposed                Proposed             Amount of
     Title of Securities         Amount to be          Maximum Offering        Maximum Aggregate      Registration
      to be Registered            Registered            Price Per Share         Offering Price             Fee
--------------------------------------------------------------------------------------------------------------------
<S>                               <C>                    <C>                     <C>                    <C>     
Common Stock, par value 
$1.00 per share                   530,670(1)           $7.875/share(2)          $4,179,027.00(2)        $1,162.00

====================================================================================================================
</TABLE>

(1)      Represents the maximum number of shares of the Registrant's Common
         Stock issuable upon the exercise of the maximum number of options which
         may be granted under the USA BancShares, Inc. 1995 Stock Option Plan.

(2)      Based on the average of the bid and ask price of the Registrant's 
         Common Stock as reported by the Nasdaq SmallCap Market on December 11,
         1998, estimated solely for the purpose of calculating the registration
         fee in accordance with Rule 457(h)(1) and Rule 457(c) under the 
         Securities Act of 1933, as amended.






<PAGE>

                                     PART I
                                     ------

                       INFORMATION REQUIRED IN PROSPECTUS


         A reoffer prospectus prepared in accordance with the requirements of
Part I of Form S-3 is being filed with the Commission as part of this
Registration Statement. The Section 10(a) prospectus is omitted from this
Registration Statement in accordance with Rule 428 under the Securities Act of
1933, as amended, and the Note to Part I of Form S-8.





<PAGE>

PROSPECTUS
----------

                               USABancShares, Inc.
                               1535 Locust Street
                        Philadelphia, Pennsylvania 19102
                                 (215) 546-4200

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

                         530,670 Shares of Common Stock
                      ------------------------------------


         The persons listed in this Prospectus under "Selling Shareholders" are
offering and selling a total of 530,670 shares of common stock of USABancshares,
Inc. which they may acquire upon exercise of stock options granted by
USABancshares pursuant to the terms of the USABancshares, Inc. Stock Option
Plan.

         The Selling Shareholders may offer the shares of common stock through
public or private transactions, on the Nasdaq SmallCap Market under the symbol
"USAB" at prevailing market prices or in private transactions at negotiated
prices. USABancshares will pay all costs and expenses incurred in connection
with the registration of the issuance and resale of the shares of common stock 
under the Securities Act of 1933. The Selling Shareholders will pay the costs 
associated with any sales of the shares of common stock, including any 
discounts, commissions and applicable transfer taxes.

         SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR CERTAIN INFORMATION THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
                      ------------------------------------

          NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
           SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
             SHARES OF COMMON STOCK OR DETERMINED IF THIS PROSPECTUS
                   IS TRUTHFUL OR COMPLETED ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.




                The date of this Prospectus is December 15, 1998.
<PAGE>




                                TABLE OF CONTENTS


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS........................4

RISK FACTORS.............................................................5

THE COMPANY.............................................................10

USE OF PROCEEDS.........................................................10

SELLING SHAREHOLDERS....................................................11

PLAN OF DISTRIBUTION....................................................12

LEGAL MATTERS...........................................................12

WHERE YOU CAN GET MORE INFORMATION......................................12

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.........................13


                                       -2-

<PAGE>




         NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE BY THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO BUY
THE SECURITIES TO WHICH THIS PROSPECTUS RELATES IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH
JURISDICTION. NEITHER DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR SINCE THE DATE AS
OF WHICH INFORMATION IS SET FORTH HEREIN.




                                       -3-

<PAGE>


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Some of the statements contained in this Prospectus discuss future
expectations, contain projections of results of operations or financial
condition or state other "forward-looking" information. Those statements are
subject to known and unknown risks, uncertainties and other factors that could
cause the actual results to differ materially from those contemplated by the
statements. The forward-looking information is based on various factors and was
derived using numerous assumptions.

         Important factors that may cause actual results to differ from 
projections include, for example,

         o    general economic conditions, including their impact on capital
              expenditures;

         o    business conditions in the financial services industry;

         o    the regulatory environment regarding the financial services
              industry;

         o    rapidly changing technology and evolving banking industry
              standards;

         o    competitive factors, including increased competition with
              community, regional and national financial institutions;

         o    new services and products offered by competitors; and

         o    price pressures.

         We do not promise to update forward-looking information to reflect
actual results or changes in assumptions or other factors that could affect
those statements.




                                       -4-

<PAGE>
                                  RISK FACTORS

An investment in the Company's common stock involves a high degree of risk.
Prospective investors should carefully consider the following risk factors
before making an investment.

Vulnerability to Interest Rate Risk

Like most financial institutions, our results of operations are dependent on,
among other things, net interest income. Net interest income results from the
"margin" between interest earned on interest-earning assets, such as investments
and loans, and interest paid on interest-bearing liabilities, such as deposits.
As of September 30, 1998, based on certain assumptions, our interest-bearing
liabilities that were estimated to mature or reprice within one year exceeded
similar interest-earning assets by $19.1 million, or 12.62% of total
interest-rate sensitive assets.

Interest rates are highly sensitive to many factors that are beyond our control.
Some of these factors include: governmental monetary policies; inflation;
recession; unemployment; the money supply; domestic and international economic
and political conditions; and domestic and international crises. Changes in
interest rates could have adverse effects on our operations. For example:

         o    Historically we have relied on short-term and institutional
              deposits as a source of funds. The Bank's ability to retain these
              deposits is directly related to the interest paid by the Bank.

         o    When interest-bearing liabilities mature or reprice more quickly
              than interest-earning assets in a particular period of time, a
              significant increase in interest rates could adversely affect our
              net interest income.

         o    Changes in interest rates could adversely affect:

              o     the volume of loans we originate;

              o     the value of our purchased loans and other interest-earning
                    assets;

              o     our ability to recognize income on loans purchased at a
                    discount; or

              o     the acceleration in loan prepayment.

Reliance on Short-term Deposits

As of September 30, 1998, $6.5 million or 6.56% of our deposits, consisted of
core deposits, including: passbook, money market deposit accounts, demand
accounts and NOW accounts. The $92.1 million remaining balance of deposits
consisted of certificates of deposit. Of this $92.1 million, $37.8 million, or
41.05% of our total certificates of deposit, were due to mature within one year.
These numbers are a reflection of customer preference for short-term investments
as a result of the current low interest rate environment. We have historically
employed a wholesale funding strategy consisting primarily of marketing
certificates of deposit. We have been able to maintain sufficient funds to
support our lending activities by offering rates of interest on certificates of
deposit marginally higher than rates offered by other banks on comparable
deposits. Our ability to attract and maintain deposits, as well as our cost of
funds, has been, and will continue to be, significantly affected by money market
rates and general economic conditions. In addition, any decrease in these
deposits would negatively affect our ability to internally fund any additional
growth through lending. A decrease in deposits may also negatively affect our
growth strategy and our results of operations. In the event we increase interest
rates paid to retain deposits, earnings may be adversely affected.

                                       -5-

<PAGE>

Loan Acquisition Strategy

Our loan acquisition strategy includes identifying and purchasing discounted
loans which management believes to be undervalued. We purchase performing loans
at a discount from private sellers, the Federal Deposit Insurance Corporation
and the former Resolution Trust Corporation. The majority of loans are secured
by properties in the Mid-Atlantic region. We have historically acquired these
loans either from institutions which were seeking to eliminate certain loans or
categories of loans from their portfolios or in connection with the failure or
consolidation of other financial institutions. We have developed and maintain a
proprietary model to determine the appropriate price to be paid for these loans.
Our model is based upon a combination of objective and subjective criteria. The
objective criteria includes loan to value ratios, collateral type and geographic
location. The more subjective criteria includes management's past experience
with purchasing and administering loans. The prices we have paid to acquire
discounted loans are based on our estimate of the market value of such loans. As
of September 30, 1998, our net outstanding purchased loan portfolio totaled
$47.8 million, or 31.7% of our total assets.

Our loan acquisition strategy subjects us to risks, including some risks not
experienced by financial institutions engaged in more traditional lending
activities. We can provide no assurance that this component of the Bank's
operations will continue to provide the same level of profitability. Some of the
risks related to our loan acquisition strategy are:

         o    fluctuations in our business;

         o    the uncertainty in identifying and purchasing discounted loans at
              sufficient volume or level of discount;

         o    uncertainty with respect to our ability to continue to achieve the
              same results experienced in the past;

         o    the competitive nature of discounted loan acquisitions;

         o    the decreasing number of failed or failing financial institutions
              that are being resolved by the Federal Deposit Insurance
              Corporation;

         o    the general level of asset quality of financial institutions; and

         o    potential decreasing returns from our purchased loan portfolio.

Purchase Discount

At the time we purchase a portfolio of loans, a portion of the purchase price is
accounted for as a discount. The discount allocated to each loan portfolio and
the individual loans within the portfolio is based on our estimate of the value
of the loan, including an estimate of future cash flows. For accounting
purposes, the discount associated with the purchased loans is recognized as an
increase in the yield of the loan and is included as interest income. To the
extent that cash flows from the purchased loans may be uncertain, recognition of
this income will also be uncertain. As of September 30, 1998, we have a discount
which could be, but has not been recognized as income of $4.5 million, or 5.04%
of gross loans.

Reserve Coverage for Loans

As of September 30, 1998, our allowance for loan losses with respect to our
total loan portfolio was $834,677 or 0.93% of gross loans. We can provide no
assurance that our actual losses with respect to our total loans will not exceed
the amount of the reserves. Any losses we experience which exceed the allowance
for the loan losses or the discount on the purchased loans will negatively
affect our business.

                                       -6-

<PAGE>

Commercial Lending Risk

We make commercial loans following our analysis of credit risk, the value of the
underlying collateral and other more intangible factors. This commercial lending
activity exposes us to risks, particularly in the case of loans to small
businesses and individuals. We include, among these risks, possible errors in
our credit analysis, the uncertainty of the borrower's ability to repay the
loans, the uncertainty of future economic conditions and the possibility of loan
defaults.

Effect of Rapid Growth on Internal Operations

We have undergone tremendous growth in the past two years. We have increased our
total assets from $89.3 million at December 31, 1997 to $151.0 million at
September 30, 1998. During this period, we have maintained a staff of 25 to 30
people. This growth was due in large part to the increase in the volume of
loans. We have experienced a lag in the ability of our operations to accommodate
this growth. We need to enhance our internal systems of accounting and
monitoring to keep up with the pace of growth and sophistication of our
business. One of our goals for fiscal 1999 is to improve our internal operating
systems and experience level of staff at key positions throughout the Company.
The updating of our internal operating systems, controls and staffing experience
levels will be ongoing over the upcoming year and may limit our ability to
continue to grow the Company if we don't succeed in our efforts.

"Year 2000" Issues

We are aware of the issues associated with the programming code in existing
computer systems as the Year 2000 approaches. The "Year 2000" problem is
pervasive and complex. Virtually every computer operation will be affected in
some way by the rollover of the two digit year value to 00. The issue is whether
computer systems will properly recognize date sensitive information when the
year changes to 2000. Systems that do not properly recognize this information
could generate incorrect data or cause a system to fail. We have consulted with
our third-party computer and software providers and are preparing our systems to
operate without significant modification as a result of this issue. To date, we
have not been advised by any of our primary providers that they do not have
plans in place to address and correct any Year 2000 problems. Nevertheless, we
are not sure that our systems will not malfunction or that we will not incur
significant costs in correcting any unanticipated problem.

Competition

We face strong competition from more established banks and from non-bank
financial institutions which are aggressively expanding into markets
traditionally served by banks. Most of these competitors have facilities and
financial resources greater than ours and have other competitive advantages over
us. Among the advantages of these larger institutions are their ability to: make
larger loans; finance extensive advertising campaigns; conduct retail operations
at a significant number of branches; and to allocate their investment assets to
business lines of highest yield and demand.

Our profits in recent periods have been largely attributable to the
identification and purchase of discounted loans and the origination of
commercial loans. The primary factors in competing for loan pool acquisitions
are knowledge of the availability of such loans, the ability to efficiently and
accurately evaluate such loans and the ability to accurately price such loans.
The primary factors in competing for commercial loans are interest rates, loan
origination fees and the quality and range of lending services offered. We face
strong competition in attracting and retaining deposits and in purchasing and
originating loans. We can provide no assurance that we will maintain our
competitive position in the future or that we will continue to operate
profitably.

Holding Company Structure

The Company is a holding company and does not have material assets other than
its ownership interests in its subsidiaries, including the Bank. As a holding
company, the Company is dependent upon its subsidiaries for cash to

                                       -7-

<PAGE>

meet its operating expenses. The Company's ability to pay dividends to its
stockholders is also limited by the Bank's ability under Pennsylvania law to pay
dividends to the Company. In addition, the Company may engage in business
combinations with other companies, may acquire interests in other types of
businesses and may dispose of or reduce its current interests in its
subsidiaries.

Voting Control, Ability to Direct Management

Our management effectively exercises voting and operational control of the
Company. Accordingly, management will have great impact on the affairs and
direction of the Company.

Impediments to Takeover Attempts and Removal of Directors

There are provisions in our Articles of Incorporation and other restrictions
that would make it difficult and expensive to pursue a change in control or
takeover attempt which we oppose. As a result, stockholders may not have an
opportunity to participate in these types of transactions. These restrictions
may make the removal of the current Board of Directors difficult and could have
the effect of reducing the trading price of the shares of common stock. These
restrictions include:

         o    Management has effective voting and operational control of the
              Company.

         o    Federal law imposes restrictions on the acquisition of control of
              a bank such as the Bank, including regulatory approval
              requirements.

         o    Pennsylvania law, under which the Company is incorporated, imposes
              restrictions on certain business combinations and gives the Board
              of Directors broad discretion to resist takeover attempts, even if
              such a transaction would be in the best interests of the Company's
              stockholders.

         o    Provisions in the Company's charter and by-laws providing that:

              o   any merger, consolidation, liquidation or dissolution of the
                  Company must be approved by the affirmative vote of 75% of the
                  Company's directors and 66 2/3% of the Company's shareholders;

              o   one person or group may not hold or vote more than 10% of the
                  shares of common stock without the consent of the Board of
                  Directors;

              o   directors may be removed only for cause and only by a vote of
                  75% of the outstanding shares of common stock;

              o   Mr. Tepper, as the only holder of the Class B common stock, is
                  entitled to elect 1/3 of the directors;

              o   shareholders do not have cumulative voting rights, so that
                  those shareholders who hold a majority of the outstanding
                  shares of common stock can elect the entire Board of
                  Directors;

              o   the Board of Directors is authorized to use a "poison pill"
                  defense to any unwanted takeover attempt and given broad
                  discretion in evaluating any such attempt; and

              o   the Board of Directors is authorized to issue "blank check"
                  preferred stock, which could be issued as part of a takeover
                  defense.


                                       -8-
<PAGE>

Dividend Policy

We have never paid a cash dividend. We can provide no assurance that the Company
will pay cash dividends in the future. During each of the last two fiscal years,
we paid a 33% stock dividend to the holders of the Class A common stock. Our
Board of Directors will determine our future dividend policy based on an
analysis of factors that the Board of Directors deems relevant. We expect that
such factors will include our results of operations, financial condition and
capital needs. The Company's ability to pay dividends to its stockholders is
also limited by the Bank's ability under Pennsylvania law to pay dividends to
the Company.

Limited Public Market for Common Stock

The shares of common stock are traded on the NASDAQ SmallCap Market under the
symbol "USAB," but there is a limited public trading market for the shares of
common stock. We can provide no assurance that the shares of common stock will
trade at prices at or about their present level. An inactive or illiquid trading
market may have an adverse impact on the market price of the shares of common
stock. Moreover, price fluctuations and the trading volume in the shares of
common stock may not necessarily reflect our performance.

Dependence on Key Employees

The success of the Company will depend heavily on the expertise and guidance of
its President and Chief Executive Officer, Kenneth L. Tepper and certain other
senior executive officers. The Company has entered into employment agreements
with Mr. Tepper and other key senior executives. Mr. Tepper will receive a
salary of $245,000 per year for the remaining term of his employment agreement.
His employment agreement expires February 2001. The loss of the services of Mr.
Tepper or certain other senior executives would have a material adverse effect
on the Company. We do not maintain key-man life insurance on any of these
individuals.

Economic Conditions

The performance of financial institutions like the Bank is sensitive to general
economic conditions. Unfavorable economic conditions at the local, national or
international level may adversely affect our performance. For example, much of
the United States experienced a significant economic decline in the late 1980's
and early 1990's. This decline adversely affected the real estate market and the
banking industry. As a result of this decline, loan repayment delinquencies
increased and the value of properties underlying secured loans declined.
Numerous bank failures resulted in the placement of many properties in the hands
of a federal banking agency with the primary objective of prompt liquidation. In
addition, recent activity in financial markets in the United States and the rest
of the world has demonstrated an increasing interdependency among the various
world markets and economies and has raised concerns among those in the banking
industry. The implications of this interdependency are very uncertain and
present risks to financial institutions such as the Bank, particularly in light
of the current turmoil in some foreign markets and economies. Economic
conditions are unpredictable and the potential for downturns is always present.

The majority of the Bank's purchased loans is secured by real property in the
Mid-Atlantic region and substantially all of the Bank's originated loans are
secured by interests in real property located in the greater Delaware Valley.
Thus, adverse economic conditions affecting this primary market area could have
a direct adverse effect on the financial condition and results of operations of
the Bank.

Federal and State Government Regulation and Deregulation of the Financial 
Services Industry

We are subject to a complex body of federal and state banking laws and
regulations which are intended primarily for the protection of depositors. In
addition, there are bills relating to the regulation and deregulation of the
financial services industry pending in the U.S. Congress. Any resulting
legislation could significantly effect the operations and oversight of financial
institutions such as the Bank as well as the competitive environment in which we
operate. Further,

                                       -9-

<PAGE>

the laws and regulations which affect us, as well as the interpretation by the
authorities who examine us, may be changed at any time. We cannot predict the
content, timing or effect of regulation by federal, state and local regulatory
bodies. However, compliance with, or any violation of, current and future laws
or regulations could require material expenditures by the Company or otherwise
adversely affect the Company's business or financial results.

Environmental Liabilities

In the course of our business, we may acquire properties through foreclosure.
There is a risk that hazardous substances could be discovered on such
properties. Various federal, state and local laws subject property owners or
operators to liability for the costs of removal or remediation of certain
hazardous substances released on a property. Such laws often impose liability
without regard to whether the owner or operator knew of, or was responsible for,
the release of hazardous substances. There is a risk that we may be required to
bear the cost of removing hazardous substances from any affected properties. The
cost of such removal could exceed the value of the affected properties or the
loans secured by the properties. In addition, the Bank may not have adequate
remedies against the prior owner or other responsible parties and may find it
difficult or impossible to sell the affected properties.


                                   THE COMPANY

         The Company is a one-bank holding company registered under the Bank
Holding Company Act of 1956, as amended. It was incorporated under the laws of
the Commonwealth of Pennsylvania on March 14, 1995, and approved by the Federal
Reserve System on October 3, 1995. On November 30, 1995, the Company completed
its acquisition of Peoples Thrift Savings Bank (the "Bank") pursuant to the
Agreement and Plan of Merger dated February 24, 1995, and Related Plan of Merger
dated September 27, 1995, pursuant to which the Bank thereby became a
wholly-owned subsidiary of the Company. In 1998, the name of the Bank was
changed to BankPhiladelphia.

         The Company provides banking services through the Bank, and through
USACapital, another wholly-owned subsidiary, provides brokerage and
investment-related activities. The principal executive offices of the Company
and the Bank are located at 1535 Locust Street, Philadelphia, Pennsylvania.
Their telephone number is (215) 569-4200.

         The Company's common stock is traded on the Nasdaq SmallCap Market
under the symbol USAB.


                                 USE OF PROCEEDS

         The Company will not receive any proceeds from the sale of the Shares
of Common Stock offered hereby. The Selling Shareholders will receive all of the
net proceeds from the sale of the Shares of Common Stock offered hereby. Upon
the exercise of Plan Options by the holders thereof, the Company will receive
the exercise price of the Plan Options. To the extent the Plan Options are
exercised, the Company will apply the proceeds thereof to its general corporate
purposes.


                                      -10-

<PAGE>

                              SELLING SHAREHOLDERS

         The following persons are eligible to sell, pursuant to this
Prospectus, the number of shares of Common Stock set forth opposite their name
in the table below. The Selling Shareholders may offer and sell the shares of
Common Stock from time to time in the manner set forth in the Plan of
Distribution. However, the Selling Shareholders are under no obligation to sell
all or any portion of their shares of Common Stock offered hereby.

<TABLE>
<CAPTION>
                                       Pre-Offering                                        Post-Offering
                                       ------------                                        -------------

                                          Total                                         Total                        
                                          Number                                        Number                        
                                        of Shares                                     of Shares                      
         Name and Relationship         Beneficially                Shares            Beneficially   Percentage
           to the Company(1)             Owned(2)                  Offered             Owned(3)     of Class(4)
           -----------------             --------                  -------             --------     -----------
<S>                                      <C>                        <C>                  <C>          <C> 
Carol J. Kauffman(5)                      61,337                     7,980                53,357       2.6%
Bruce Kauffman(6)                         61,337                    53,067                 8,270         *
Kenneth L. Tepper(7)                     219,352                   207,990                11,362         *
Clarence L. Rader(5)                      17,690                     8,845                 8,845         *
Carmen J. Cocca, Jr.(5)                   34,048                     8,845                25,203       1.3%
Jeffrey A. D'Ambrosio(5)                  53,067                     8,845                44,222       2.2%
George C. Fogwell III(5)                  44,753                     8,845                35,908       1.8%
John A. Gambone(5)                        56,401                     8,845                47,556       2.4%
George M. Laughlin(5)                     62,043                     8,845                53,198       2.6%
Wayne O. Leevy(5)                         10,613                     8,845                 1,768         *
David J. Torpey                           11,741                    11,741                     0         0
Harry S. McElhone                          7,426                     7,426                     0         0
Mark Kearney(5)                            6,650                     6,650                     0         0
Zeev Shenkman(8)                          53,200                    33,250                19,950         *
Brian M. Hartline                         20,000                    20,000                     0         0
Craig Scher                               10,000                    10,000                     0         0
Robert Smik                                5,000                     5,000                     0         0
Barry Cohen                                6,500                     6,500                     0         0
Additional Awardees                                                 99,151                     0         0
---------------------------------                         
 * Indicates less than one percent (1%).
</TABLE>

(1)      All persons are employees of the Company unless otherwise indicated.

(2)      Assumes the exercise of all Plan Options to purchase shares of Common 
         Stock granted to the Selling Shareholders.

(3)      Assumes the offer and sale of all shares of Common Stock eligible to be
         offered and sold hereby by the Selling Shareholders to third parties
         unaffiliated with such Selling Shareholders.

                                      -11-

<PAGE>

(4)      These percentages are calculated in accordance with Section 13(d) of
         the Securities Exchange Act of 1934, as amended, and the rules
         promulgated thereunder. Based upon 2,007,392 shares of Common Stock
         issued and outstanding as of December 1, 1998.

(5)      Director of the Company.

(6)      Former Director of the Company.

(7)      Director and Chairman of the Bank.

(8)      Director and Vice Chairman of the Company.


                              PLAN OF DISTRIBUTION

         The Common Stock is listed for trading on the Nasdaq SmallCap Market.
The sale of the shares of Common Stock offered hereunder is not being
underwritten. The shares of Common Stock covered by this Prospectus may be
offered and sold by the Selling Shareholders from time to time on the Nasdaq
SmallCap Market through broker-dealers selected by the Selling Shareholders at
market prices prevailing at the time of sale, in private transactions at
negotiated prices, by pledges of the shares of Common Stock, or otherwise. It is
anticipated that such transactions will be effected without payment of any
underwriting commissions or discounts, other than brokers' commissions or fees
customarily paid in connection with such transactions, which commissions and
fees will be borne by the Selling Shareholders.

         The Company has agreed to bear the costs of registering the shares of
Common Stock offered hereby under the Securities Act, but will not receive any
of the proceeds from the sale by the Selling Shareholder of such shares of
Common Stock. There is no assurance that the Selling Shareholders will sell any
or all of the shares of Common Stock offered hereby.


                                  LEGAL MATTERS

         The validity of the shares of Common Stock offered hereby has been
passed upon for the Company by Klehr, Harrison, Harvey, Branzburg & Ellers LLP,
Philadelphia, Pennsylvania.


                       WHERE YOU CAN GET MORE INFORMATION

At your request, we will provide you, without charge, a copy of any exhibits to
the Company's Registration Statement. If you would like more information, write
or call us at:

                                    USA BancShares, Inc.
                                    1535 Locust Street
                                    Philadelphia, PA  19102
                                    (215) 568-4200
                                    Attention:  Chief Financial Officer

Our fiscal year ends on December 31. We intend to provide to our stockholders
annual reports containing audited financial statements and other appropriate
reports. In addition, we file annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and copy any
reports, statements or other information we file at the SEC's public reference
room in Washington, D.C. You can request copies of these documents, upon payment
of a duplicating fee, by writing to the SEC. Please call the SEC at
1-800-SEC-0330 for further information

                                      -12-

<PAGE>

on the operation of the public reference rooms. Our SEC filings are also
available to the public free of charge on the SEC Internet site at
hgttp\\www.sec.gov.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you be
referring you to those documents. The information incorporated by reference is
considered to be part of this Prospectus and information we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934:

         (a)      The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 1997;

         (b)      The Company's Quarterly Reports on Form 10-QSB for the
                  quarterly periods ended March 31, 1998, June 30, 1998 and
                  September 30, 1998;

         (c)      The Company's Amendment No. 1 to Quarterly Report on Form
                  10-QSB/A for the quarterly period ended September 30, 1998;

         (d)      The Company's Proxy Statement on Schedule 14A dated July 10,
                  1998; and

         (e)      The description of the Company's Common Stock contained in the
                  Registration Statement on Form SB-2 of the Company, as amended
                  (File No. 33-92506).


         This Prospectus is part of a registration statement we filed with the
SEC. You should rely only on the information or representations provided in this
Prospectus. We have authorized no one to provide you with different information.
We are not offering or selling these securities in any state where the offer or
sale is not permitted. You should not assume that the information in this
Prospectus is accurate as of any date other than the date on the front cover
page of this Prospectus.

         The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
such documents which are incorporated herein by reference. You should direct
your requests for copies to USABancshares, Inc., 1535 Locust Street,
Philadelphia, Pennsylvania 19102, Attention: Chief Financial Officer.

                                      -13-

<PAGE>

No dealer, salesman or any other person has been authorized to give any
information or to make any representations not contained in this Prospectus in
connection with the offering described herein and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or the Selling Shareholders. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy a security
other than the shares of Common Stock offered hereby, nor does it constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that the information contained herein is correct as of any date
subsequent to the date hereof.







                         530,670 Shares of Common Stock


                               USABancShares, Inc.






                                    -------

                                   PROSPECTUS

                                    -------






                                December 15, 1998




<PAGE>
                                     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 pursuant to the Securities Exchange Act of
1934, as amended, are incorporated into this Registration Statement by
reference:

                  1.       The Company's Annual Report on Form 10-KSB for the 
                           fiscal year ended December 31, 1997;

                  2.       The Company's Quarterly Report on Form 10-QSB for the
                           quarterly period ended March 31, 1998;

                  3.       The Company's Quarterly Report on Form 10-QSB for the
                           quarterly period ended June 30, 1998;

                  4.       The Company's Quarterly Report on Form 10-QSB for the
                           quarterly period ended September 30, 1998;

                  5.       The Company's Quarterly Report on Form 10-QSB/A for
                           the quarterly period ended September 30, 1998; and

                  6.       The Company's Proxy Statement on Schedule 14A dated 
                           July 10, 1998.

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


Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

                  Section 1746 of the Pennsylvania Business Corporation Law of
1988, as amended (the "BCL"), authorizes a Pennsylvania corporation to indemnify
its officers, Directors, employees and agents under certain circumstances
against expenses and liabilities incurred in legal proceedings involving such
persons because of their

                                      II-1

<PAGE>

holding or having held such positions with the Company and to purchase and
maintain insurance of such indemnification. As permitted by the BCL, the
Company's Articles of Incorporation (the "Company's Articles") provide that a
person shall not be personally liable for monetary damages as such for any
action taken, or any failure to take any action, unless the director breaches or
fails to perform the duties of his or her office under the BCL, and the breach
or failure to perform constitutes self-dealing, willful misconduct or
recklessness. These provisions of the Company's Articles, however, do not apply
to the responsibility or liability of a director pursuant to any criminal;
statute, or the liability of a director for payment of taxes pursuant to a
local, Pennsylvania or federal law. These provisions offer persons who serve on
the Board of Directors of the Company protection against the awards of monetary
damages for negligence in the performance of their duties.

                  The Company's Articles of Incorporation also provide that
every person who was or is a Director or executive officer of the Company, or of
any corporation which he served as such at the request of the Company , shall be
indemnified by the Company to the fullest extent permitted by law against all
expenses and may be made, or threatened to be made, a party, or in which he may
become involved by reason of his being or having been a Director or executive
officer of the Company, or of such other Company, whether or not he is a
Director or executive officer of the Company or such other Company at the time
the expenses or liabilities are incurred.

Item 7.           Exemption from Registration Claimed.

                  Any restricted securities to be offered or resold pursuant to
this Registration Statement are exempt under Section 4(2) of the Securities Act
of 1933, as amended, as a non-public offering of securities.

Item 8.           Exhibits.

Exhibit No.       Description
-----------       -----------

     4*           USA BancShares, Inc. 1995 Stock Option Plan.

     5            Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers LLP 
                  with respect to the legality of the shares of Common Stock 
                  being registered hereunder.

     23           Consent of Grant Thornton LLP, independent auditors, with
                  respect to the consolidated financial statements of USA
                  BancShares, Inc. for the year ended December 31, 1997.

     24           Powers of Attorney (included in the signature pages hereto).


---------------
*    Incorporated by reference from Registrant's Registration Statement on Form
     SB-2 (Reg. No. 33-92506).

Item 9.           Undertakings.

(a)      The Company 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-2

<PAGE>

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (a) (1)(i) and (a) (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this 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.

         (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to its Certificate of Incorporation, its bylaws, or otherwise,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 of whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.




                                      II-3

<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 this
10th day of December, 1998.

                              USA BANCSHARES, INC.


                                      BY:   /s/ Kenneth L. Tepper
                                          -------------------------------------
                                          Kenneth L. Tepper, President and 
                                          Chief Executive Officer


                                POWER OF ATTORNEY

         Each of the undersigned officers and directors of USA BancShares, Inc.
whose signature appears below hereby appoints Kenneth L. Tepper and David J.
Torpey and each of them individually as true and lawful attorney-in-fact for the
undersigned with full power of substitution, to execute in his name and on his
behalf in each capacity stated below, any and all amendments (including
post-effective amendments) to this Registration Statement as the
attorney-in-fact shall deem appropriate, and to cause to be filed any such
amendment (including exhibits thereto and other documents in connection
therewith) to this Registration Statement with the Securities and Exchange
Commission, as fully and to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or any of them, 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 by the following persons in the
capacities indicated on this 10th day of December, 1998.

       Signature                                 Title(s)
       ---------                                 --------

/s/ Kenneth L. Tepper              President and Chief Executive Officer
--------------------------         (Principal Executive Officer)
Kenneth L. Tepper                  

/s/ Brian M. Hartline              Chief Financial Officer
--------------------------         (Principal Accounting and Financial Officer)
Brian M. Hartline                  

/s/ George M. Laughlin             Director and Chairman of the Board
--------------------------
George M. Laughlin

/s/ Zeev Shenkman                  Vice Chairman of the Board
--------------------------
Zeev Shenkman

/s/ Carmen J. Cocca, Jr.           Director
--------------------------
Carmen J. Cocca, Jr.

/s/ Jeffrey A. D'Ambrosio          Director
--------------------------
Jeffrey A. D'Ambrosio

/s/ George C. Fogwell III          Director
--------------------------
George C. Fogwell III

/s/ John A. Gambone                Director
--------------------------
John A. Gambone

/s/ Mark Kearney                   Director
--------------------------
Mark Kearney

/s/ Wayne O. Leevy                 Director
--------------------------
Wayne O. Leevy

/s/ Clarence L. Rader              Director and Chairman of the Bank
--------------------------
Clarence L. Rader
<PAGE>

                                  EXHIBIT INDEX

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

  5                  Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers LLP
                     with respect to the legality of the shares of Common Stock
                     being registered hereunder.

  23                 Consent of Grant Thornton LLP, independent auditors, with
                     respect to the consolidated financial statements of USA
                     BancShares, Inc. for the year ended December 31, 1997.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 55206}]
{"company-data": {"conformed-name": "USABANCSHARES INC", "cik": "0000945532", "assigned-sic": "6022", "irs-number": "232806495", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68955", "film-number": "98770027"}, "business-address": {"street1": "ONE LINCOLN PLAZA", "street2": "1535 LOCUST STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102", "phone": "2155964200"}, "mail-address": {"street1": "ONE LINCOLN PLAZA", "street2": "1535 LOCUST STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102"}}
As filed with the Securities and Exchange Commission on December 15, 1998

                                                  Registration No. 333-________

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

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

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

                               USABancShares, Inc.
             (Exact name of registrant as specified in its charter)

                                  Pennsylvania
         (State or other jurisdiction of incorporation or organization)

                                   23-2806495
                     (I.R.S. Employer Identification Number)

                               1535 Locust Street
                        Philadelphia, Pennsylvania 19102
                    (Address of principal executive offices)

                               USABancShares, Inc.
                             1995 Stock Option Plan
                              (Full Title of Plan)

                                Kenneth L. Tepper
                               1535 Locust Street
                        Philadelphia, Pennsylvania 19102
                     (Name and address of agent for service)

                                 (215) 569-4200
          (Telephone number, including area code, of agent for service)

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

                                   Copies to:
                           Stephen T. Burdumy, Esquire
                 Klehr, Harrison, Harvey, Branzburg & Ellers LLP
                               1401 Walnut Street
                        Philadelphia, Pennsylvania 19102
                                 (215) 568-6060
CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                           Proposed                Proposed             Amount of
     Title of Securities         Amount to be          Maximum Offering        Maximum Aggregate      Registration
      to be Registered            Registered            Price Per Share         Offering Price             Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value 
$1.00 per share                   530,670(1)           $7.875/share(2)          $4,179,027.00(2)        $1,162.00

====================================================================================================================
(1)      Represents the maximum number of shares of the Registrant's Common
         Stock issuable upon the exercise of the maximum number of options which
         may be granted under the USA BancShares, Inc. 1995 Stock Option Plan.

(2)      Based on the average of the bid and ask price of the Registrant's 
         Common Stock as reported by the Nasdaq SmallCap Market on December 11,
         1998, estimated solely for the purpose of calculating the registration
         fee in accordance with Rule 457(h)(1) and Rule 457(c) under the 
         Securities Act of 1933, as amended.
PART I
                                     ------

                       INFORMATION REQUIRED IN PROSPECTUS

         A reoffer prospectus prepared in accordance with the requirements of
Part I of Form S-3 is being filed with the Commission as part of this
Registration Statement. The Section 10(a) prospectus is omitted from this
Registration Statement in accordance with Rule 428 under the Securities Act of
1933, as amended, and the Note to Part I of Form S-8.
PROSPECTUS
----------

                               USABancShares, Inc.
                               1535 Locust Street
                        Philadelphia, Pennsylvania 19102
                                 (215) 546-4200

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

                         530,670 Shares of Common Stock
                      ------------------------------------

         The persons listed in this Prospectus under "Selling Shareholders" are
offering and selling a total of 530,670 shares of common stock of USABancshares,
Inc. which they may acquire upon exercise of stock options granted by
USABancshares pursuant to the terms of the USABancshares, Inc. Stock Option
Plan.

         The Selling Shareholders may offer the shares of common stock through
public or private transactions, on the Nasdaq SmallCap Market under the symbol
"USAB" at prevailing market prices or in private transactions at negotiated
prices. USABancshares will pay all costs and expenses incurred in connection
with the registration of the issuance and resale of the shares of common stock 
under the Securities Act of 1933. The Selling Shareholders will pay the costs 
associated with any sales of the shares of common stock, including any 
discounts, commissions and applicable transfer taxes.

         SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR CERTAIN INFORMATION THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
                      ------------------------------------

          NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
           SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
             SHARES OF COMMON STOCK OR DETERMINED IF THIS PROSPECTUS
                   IS TRUTHFUL OR COMPLETED ANY REPRESENTATION
                     TO THE CONTRARY IS A CRIMINAL OFFENSE.

                The date of this Prospectus is December 15, 1998.
TABLE OF CONTENTS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS........................4

RISK FACTORS.............................................................5

THE COMPANY.............................................................10

USE OF PROCEEDS.........................................................10

SELLING SHAREHOLDERS....................................................11

PLAN OF DISTRIBUTION....................................................12

LEGAL MATTERS...........................................................12

WHERE YOU CAN GET MORE INFORMATION......................................12

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.........................13

                                       -2-
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE BY THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE SELLING SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO BUY
THE SECURITIES TO WHICH THIS PROSPECTUS RELATES IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH
JURISDICTION. NEITHER DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR SINCE THE DATE AS
OF WHICH INFORMATION IS SET FORTH HEREIN.

                                       -3-
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Some of the statements contained in this Prospectus discuss future
expectations, contain projections of results of operations or financial
condition or state other "forward-looking" information. Those statements are
subject to known and unknown risks, uncertainties and other factors that could
cause the actual results to differ materially from those contemplated by the
statements. The forward-looking information is based on various factors and was
derived using numerous assumptions.

         Important factors that may cause actual results to differ from 
projections include, for example,

         o    general economic conditions, including their impact on capital
              expenditures;

         o    business conditions in the financial services industry;

         o    the regulatory environment regarding the financial services
              industry;

         o    rapidly changing technology and evolving banking industry
              standards;

         o    competitive factors, including increased competition with
              community, regional and national financial institutions;

         o    new services and products offered by competitors; and

         o    price pressures.

         We do not promise to update forward-looking information to reflect
actual results or changes in assumptions or other factors that could affect
those statements.

                                       -4-
RISK FACTORS

An investment in the Company's common stock involves a high degree of risk.
Prospective investors should carefully consider the following risk factors
before making an investment.

Vulnerability to Interest Rate Risk

Like most financial institutions, our results of operations are dependent on,
among other things, net interest income. Net interest income results from the
"margin" between interest earned on interest-earning assets, such as investments
and loans, and interest paid on interest-bearing liabilities, such as deposits.
As of September 30, 1998, based on certain assumptions, our interest-bearing
liabilities that were estimated to mature or reprice within one year exceeded
similar interest-earning assets by $19.1 million, or 12.62% of total
interest-rate sensitive assets.

Interest rates are highly sensitive to many factors that are beyond our control.
Some of these factors include: governmental monetary policies; inflation;
recession; unemployment; the money supply; domestic and international economic
and political conditions; and domestic and international crises. Changes in
interest rates could have adverse effects on our operations. For example:

         o    Historically we have relied on short-term and institutional
              deposits as a source of funds. The Bank's ability to retain these
              deposits is directly related to the interest paid by the Bank.

         o    When interest-bearing liabilities mature or reprice more quickly
              than interest-earning assets in a particular period of time, a
              significant increase in interest rates could adversely affect our
              net interest income.

         o    Changes in interest rates could adversely affect:

              o     the volume of loans we originate;

              o     the value of our purchased loans and other interest-earning
                    assets;

              o     our ability to recognize income on loans purchased at a
                    discount; or

              o     the acceleration in loan prepayment.

Reliance on Short-term Deposits

As of September 30, 1998, $6.5 million or 6.56% of our deposits, consisted of
core deposits, including: passbook, money market deposit accounts, demand
accounts and NOW accounts. The $92.1 million remaining balance of deposits
consisted of certificates of deposit. Of this $92.1 million, $37.8 million, or
41.05% of our total certificates of deposit, were due to mature within one year.
These numbers are a reflection of customer preference for short-term investments
as a result of the current low interest rate environment. We have historically
employed a wholesale funding strategy consisting primarily of marketing
certificates of deposit. We have been able to maintain sufficient funds to
support our lending activities by offering rates of interest on certificates of
deposit marginally higher than rates offered by other banks on comparable
deposits. Our ability to attract and maintain deposits, as well as our cost of
funds, has been, and will continue to be, significantly affected by money market
rates and general economic conditions. In addition, any decrease in these
deposits would negatively affect our ability to internally fund any additional
growth through lending. A decrease in deposits may also negatively affect our
growth strategy and our results of operations. In the event we increase interest
rates paid to retain deposits, earnings may be adversely affected.

                                       -5-
Loan Acquisition Strategy

Our loan acquisition strategy includes identifying and purchasing discounted
loans which management believes to be undervalued. We purchase performing loans
at a discount from private sellers, the Federal Deposit Insurance Corporation
and the former Resolution Trust Corporation. The majority of loans are secured
by properties in the Mid-Atlantic region. We have historically acquired these
loans either from institutions which were seeking to eliminate certain loans or
categories of loans from their portfolios or in connection with the failure or
consolidation of other financial institutions. We have developed and maintain a
proprietary model to determine the appropriate price to be paid for these loans.
Our model is based upon a combination of objective and subjective criteria. The
objective criteria includes loan to value ratios, collateral type and geographic
location. The more subjective criteria includes management's past experience
with purchasing and administering loans. The prices we have paid to acquire
discounted loans are based on our estimate of the market value of such loans. As
of September 30, 1998, our net outstanding purchased loan portfolio totaled
$47.8 million, or 31.7% of our total assets.

Our loan acquisition strategy subjects us to risks, including some risks not
experienced by financial institutions engaged in more traditional lending
activities. We can provide no assurance that this component of the Bank's
operations will continue to provide the same level of profitability. Some of the
risks related to our loan acquisition strategy are:

         o    fluctuations in our business;

         o    the uncertainty in identifying and purchasing discounted loans at
              sufficient volume or level of discount;

         o    uncertainty with respect to our ability to continue to achieve the
              same results experienced in the past;

         o    the competitive nature of discounted loan acquisitions;

         o    the decreasing number of failed or failing financial institutions
              that are being resolved by the Federal Deposit Insurance
              Corporation;

         o    the general level of asset quality of financial institutions; and

         o    potential decreasing returns from our purchased loan portfolio.

Purchase Discount

At the time we purchase a portfolio of loans, a portion of the purchase price is
accounted for as a discount. The discount allocated to each loan portfolio and
the individual loans within the portfolio is based on our estimate of the value
of the loan, including an estimate of future cash flows. For accounting
purposes, the discount associated with the purchased loans is recognized as an
increase in the yield of the loan and is included as interest income. To the
extent that cash flows from the purchased loans may be uncertain, recognition of
this income will also be uncertain. As of September 30, 1998, we have a discount
which could be, but has not been recognized as income of $4.5 million, or 5.04%
of gross loans.

Reserve Coverage for Loans

As of September 30, 1998, our allowance for loan losses with respect to our
total loan portfolio was $834,677 or 0.93% of gross loans. We can provide no
assurance that our actual losses with respect to our total loans will not exceed
the amount of the reserves. Any losses we experience which exceed the allowance
for the loan losses or the discount on the purchased loans will negatively
affect our business.

                                       -6-
Commercial Lending Risk

We make commercial loans following our analysis of credit risk, the value of the
underlying collateral and other more intangible factors. This commercial lending
activity exposes us to risks, particularly in the case of loans to small
businesses and individuals. We include, among these risks, possible errors in
our credit analysis, the uncertainty of the borrower's ability to repay the
loans, the uncertainty of future economic conditions and the possibility of loan
defaults.

Effect of Rapid Growth on Internal Operations

We have undergone tremendous growth in the past two years. We have increased our
total assets from $89.3 million at December 31, 1997 to $151.0 million at
September 30, 1998. During this period, we have maintained a staff of 25 to 30
people. This growth was due in large part to the increase in the volume of
loans. We have experienced a lag in the ability of our operations to accommodate
this growth. We need to enhance our internal systems of accounting and
monitoring to keep up with the pace of growth and sophistication of our
business. One of our goals for fiscal 1999 is to improve our internal operating
systems and experience level of staff at key positions throughout the Company.
The updating of our internal operating systems, controls and staffing experience
levels will be ongoing over the upcoming year and may limit our ability to
continue to grow the Company if we don't succeed in our efforts.

"Year 2000" Issues

We are aware of the issues associated with the programming code in existing
computer systems as the Year 2000 approaches. The "Year 2000" problem is
pervasive and complex. Virtually every computer operation will be affected in
some way by the rollover of the two digit year value to 00. The issue is whether
computer systems will properly recognize date sensitive information when the
year changes to 2000. Systems that do not properly recognize this information
could generate incorrect data or cause a system to fail. We have consulted with
our third-party computer and software providers and are preparing our systems to
operate without significant modification as a result of this issue. To date, we
have not been advised by any of our primary providers that they do not have
plans in place to address and correct any Year 2000 problems. Nevertheless, we
are not sure that our systems will not malfunction or that we will not incur
significant costs in correcting any unanticipated problem.

Competition

We face strong competition from more established banks and from non-bank
financial institutions which are aggressively expanding into markets
traditionally served by banks. Most of these competitors have facilities and
financial resources greater than ours and have other competitive advantages over
us. Among the advantages of these larger institutions are their ability to: make
larger loans; finance extensive advertising campaigns; conduct retail operations
at a significant number of branches; and to allocate their investment assets to
business lines of highest yield and demand.

Our profits in recent periods have been largely attributable to the
identification and purchase of discounted loans and the origination of
commercial loans. The primary factors in competing for loan pool acquisitions
are knowledge of the availability of such loans, the ability to efficiently and
accurately evaluate such loans and the ability to accurately price such loans.
The primary factors in competing for commercial loans are interest rates, loan
origination fees and the quality and range of lending services offered. We face
strong competition in attracting and retaining deposits and in purchasing and
originating loans. We can provide no assurance that we will maintain our
competitive position in the future or that we will continue to operate
profitably.

Holding Company Structure

The Company is a holding company and does not have material assets other than
its ownership interests in its subsidiaries, including the Bank. As a holding
company, the Company is dependent upon its subsidiaries for cash to

                                       -7-
meet its operating expenses. The Company's ability to pay dividends to its
stockholders is also limited by the Bank's ability under Pennsylvania law to pay
dividends to the Company. In addition, the Company may engage in business
combinations with other companies, may acquire interests in other types of
businesses and may dispose of or reduce its current interests in its
subsidiaries.

Voting Control, Ability to Direct Management

Our management effectively exercises voting and operational control of the
Company. Accordingly, management will have great impact on the affairs and
direction of the Company.

Impediments to Takeover Attempts and Removal of Directors

There are provisions in our Articles of Incorporation and other restrictions
that would make it difficult and expensive to pursue a change in control or
takeover attempt which we oppose. As a result, stockholders may not have an
opportunity to participate in these types of transactions. These restrictions
may make the removal of the current Board of Directors difficult and could have
the effect of reducing the trading price of the shares of common stock. These
restrictions include:

         o    Management has effective voting and operational control of the
              Company.

         o    Federal law imposes restrictions on the acquisition of control of
              a bank such as the Bank, including regulatory approval
              requirements.

         o    Pennsylvania law, under which the Company is incorporated, imposes
              restrictions on certain business combinations and gives the Board
              of Directors broad discretion to resist takeover attempts, even if
              such a transaction would be in the best interests of the Company's
              stockholders.

         o    Provisions in the Company's charter and by-laws providing that:

              o   any merger, consolidation, liquidation or dissolution of the
                  Company must be approved by the affirmative vote of 75% of the
                  Company's directors and 66 2/3% of the Company's shareholders;

              o   one person or group may not hold or vote more than 10% of the
                  shares of common stock without the consent of the Board of
                  Directors;

              o   directors may be removed only for cause and only by a vote of
                  75% of the outstanding shares of common stock;

              o   Mr. Tepper, as the only holder of the Class B common stock, is
                  entitled to elect 1/3 of the directors;

              o   shareholders do not have cumulative voting rights, so that
                  those shareholders who hold a majority of the outstanding
                  shares of common stock can elect the entire Board of
                  Directors;

              o   the Board of Directors is authorized to use a "poison pill"
                  defense to any unwanted takeover attempt and given broad
                  discretion in evaluating any such attempt; and

              o   the Board of Directors is authorized to issue "blank check"
                  preferred stock, which could be issued as part of a takeover
                  defense.

                                       -8-
Dividend Policy

We have never paid a cash dividend. We can provide no assurance that the Company
will pay cash dividends in the future. During each of the last two fiscal years,
we paid a 33% stock dividend to the holders of the Class A common stock. Our
Board of Directors will determine our future dividend policy based on an
analysis of factors that the Board of Directors deems relevant. We expect that
such factors will include our results of operations, financial condition and
capital needs. The Company's ability to pay dividends to its stockholders is
also limited by the Bank's ability under Pennsylvania law to pay dividends to
the Company.

Limited Public Market for Common Stock

The shares of common stock are traded on the NASDAQ SmallCap Market under the
symbol "USAB," but there is a limited public trading market for the shares of
common stock. We can provide no assurance that the shares of common stock will
trade at prices at or about their present level. An inactive or illiquid trading
market may have an adverse impact on the market price of the shares of common
stock. Moreover, price fluctuations and the trading volume in the shares of
common stock may not necessarily reflect our performance.

Dependence on Key Employees

The success of the Company will depend heavily on the expertise and guidance of
its President and Chief Executive Officer, Kenneth L. Tepper and certain other
senior executive officers. The Company has entered into employment agreements
with Mr. Tepper and other key senior executives. Mr. Tepper will receive a
salary of $245,000 per year for the remaining term of his employment agreement.
His employment agreement expires February 2001. The loss of the services of Mr.
Tepper or certain other senior executives would have a material adverse effect
on the Company. We do not maintain key-man life insurance on any of these
individuals.

Economic Conditions

The performance of financial institutions like the Bank is sensitive to general
economic conditions. Unfavorable economic conditions at the local, national or
international level may adversely affect our performance. For example, much of
the United States experienced a significant economic decline in the late 1980's
and early 1990's. This decline adversely affected the real estate market and the
banking industry. As a result of this decline, loan repayment delinquencies
increased and the value of properties underlying secured loans declined.
Numerous bank failures resulted in the placement of many properties in the hands
of a federal banking agency with the primary objective of prompt liquidation. In
addition, recent activity in financial markets in the United States and the rest
of the world has demonstrated an increasing interdependency among the various
world markets and economies and has raised concerns among those in the banking
industry. The implications of this interdependency are very uncertain and
present risks to financial institutions such as the Bank, particularly in light
of the current turmoil in some foreign markets and economies. Economic
conditions are unpredictable and the potential for downturns is always present.

The majority of the Bank's purchased loans is secured by real property in the
Mid-Atlantic region and substantially all of the Bank's originated loans are
secured by interests in real property located in the greater Delaware Valley.
Thus, adverse economic conditions affecting this primary market area could have
a direct adverse effect on the financial condition and results of operations of
the Bank.

Federal and State Government Regulation and Deregulation of the Financial 
Services Industry

We are subject to a complex body of federal and state banking laws and
regulations which are intended primarily for the protection of depositors. In
addition, there are bills relating to the regulation and deregulation of the
financial services industry pending in the U.S. Congress. Any resulting
legislation could significantly effect the operations and oversight of financial
institutions such as the Bank as well as the competitive environment in which we
operate. Further,

                                       -9-
the laws and regulations which affect us, as well as the interpretation by the
authorities who examine us, may be changed at any time. We cannot predict the
content, timing or effect of regulation by federal, state and local regulatory
bodies. However, compliance with, or any violation of, current and future laws
or regulations could require material expenditures by the Company or otherwise
adversely affect the Company's business or financial results.

Environmental Liabilities

In the course of our business, we may acquire properties through foreclosure.
There is a risk that hazardous substances could be discovered on such
properties. Various federal, state and local laws subject property owners or
operators to liability for the costs of removal or remediation of certain
hazardous substances released on a property. Such laws often impose liability
without regard to whether the owner or operator knew of, or was responsible for,
the release of hazardous substances. There is a risk that we may be required to
bear the cost of removing hazardous substances from any affected properties. The
cost of such removal could exceed the value of the affected properties or the
loans secured by the properties. In addition, the Bank may not have adequate
remedies against the prior owner or other responsible parties and may find it
difficult or impossible to sell the affected properties.

                                   THE COMPANY

         The Company is a one-bank holding company registered under the Bank
Holding Company Act of 1956, as amended. It was incorporated under the laws of
the Commonwealth of Pennsylvania on March 14, 1995, and approved by the Federal
Reserve System on October 3, 1995. On November 30, 1995, the Company completed
its acquisition of Peoples Thrift Savings Bank (the "Bank") pursuant to the
Agreement and Plan of Merger dated February 24, 1995, and Related Plan of Merger
dated September 27, 1995, pursuant to which the Bank thereby became a
wholly-owned subsidiary of the Company. In 1998, the name of the Bank was
changed to BankPhiladelphia.

         The Company provides banking services through the Bank, and through
USACapital, another wholly-owned subsidiary, provides brokerage and
investment-related activities. The principal executive offices of the Company
and the Bank are located at 1535 Locust Street, Philadelphia, Pennsylvania.
Their telephone number is (215) 569-4200.

         The Company's common stock is traded on the Nasdaq SmallCap Market
under the symbol USAB.

                                 USE OF PROCEEDS

         The Company will not receive any proceeds from the sale of the Shares
of Common Stock offered hereby. The Selling Shareholders will receive all of the
net proceeds from the sale of the Shares of Common Stock offered hereby. Upon
the exercise of Plan Options by the holders thereof, the Company will receive
the exercise price of the Plan Options. To the extent the Plan Options are
exercised, the Company will apply the proceeds thereof to its general corporate
purposes.

                                      -10-
SELLING SHAREHOLDERS

         The following persons are eligible to sell, pursuant to this
Prospectus, the number of shares of Common Stock set forth opposite their name
in the table below. The Selling Shareholders may offer and sell the shares of
Common Stock from time to time in the manner set forth in the Plan of
Distribution. However, the Selling Shareholders are under no obligation to sell
all or any portion of their shares of Common Stock offered hereby.
Pre-Offering                                        Post-Offering
                                       ------------                                        -------------

                                          Total                                         Total                        
                                          Number                                        Number                        
                                        of Shares                                     of Shares                      
         Name and Relationship         Beneficially                Shares            Beneficially   Percentage
           to the Company(1)             Owned(2)                  Offered             Owned(3)     of Class(4)
           -----------------             --------                  -------             --------     -----------
Carol J. Kauffman(5)                      61,337                     7,980                53,357       2.6%
Bruce Kauffman(6)                         61,337                    53,067                 8,270         *
Kenneth L. Tepper(7)                     219,352                   207,990                11,362         *
Clarence L. Rader(5)                      17,690                     8,845                 8,845         *
Carmen J. Cocca, Jr.(5)                   34,048                     8,845                25,203       1.3%
Jeffrey A. D'Ambrosio(5)                  53,067                     8,845                44,222       2.2%
George C. Fogwell III(5)                  44,753                     8,845                35,908       1.8%
John A. Gambone(5)                        56,401                     8,845                47,556       2.4%
George M. Laughlin(5)                     62,043                     8,845                53,198       2.6%
Wayne O. Leevy(5)                         10,613                     8,845                 1,768         *
David J. Torpey                           11,741                    11,741                     0         0
Harry S. McElhone                          7,426                     7,426                     0         0
Mark Kearney(5)                            6,650                     6,650                     0         0
Zeev Shenkman(8)                          53,200                    33,250                19,950         *
Brian M. Hartline                         20,000                    20,000                     0         0
Craig Scher                               10,000                    10,000                     0         0
Robert Smik                                5,000                     5,000                     0         0
Barry Cohen                                6,500                     6,500                     0         0
Additional Awardees                                                 99,151                     0         0
---------------------------------                         
 * Indicates less than one percent (1%).
(1)      All persons are employees of the Company unless otherwise indicated.

(2)      Assumes the exercise of all Plan Options to purchase shares of Common 
         Stock granted to the Selling Shareholders.

(3)      Assumes the offer and sale of all shares of Common Stock eligible to be
         offered and sold hereby by the Selling Shareholders to third parties
         unaffiliated with such Selling Shareholders.

                                      -11-
(4)      These percentages are calculated in accordance with Section 13(d) of
         the Securities Exchange Act of 1934, as amended, and the rules
         promulgated thereunder. Based upon 2,007,392 shares of Common Stock
         issued and outstanding as of December 1, 1998.

(5)      Director of the Company.

(6)      Former Director of the Company.

(7)      Director and Chairman of the Bank.

(8)      Director and Vice Chairman of the Company.

                              PLAN OF DISTRIBUTION

         The Common Stock is listed for trading on the Nasdaq SmallCap Market.
The sale of the shares of Common Stock offered hereunder is not being
underwritten. The shares of Common Stock covered by this Prospectus may be
offered and sold by the Selling Shareholders from time to time on the Nasdaq
SmallCap Market through broker-dealers selected by the Selling Shareholders at
market prices prevailing at the time of sale, in private transactions at
negotiated prices, by pledges of the shares of Common Stock, or otherwise. It is
anticipated that such transactions will be effected without payment of any
underwriting commissions or discounts, other than brokers' commissions or fees
customarily paid in connection with such transactions, which commissions and
fees will be borne by the Selling Shareholders.

         The Company has agreed to bear the costs of registering the shares of
Common Stock offered hereby under the Securities Act, but will not receive any
of the proceeds from the sale by the Selling Shareholder of such shares of
Common Stock. There is no assurance that the Selling Shareholders will sell any
or all of the shares of Common Stock offered hereby.

                                  LEGAL MATTERS

         The validity of the shares of Common Stock offered hereby has been
passed upon for the Company by Klehr, Harrison, Harvey, Branzburg & Ellers LLP,
Philadelphia, Pennsylvania.

                       WHERE YOU CAN GET MORE INFORMATION

At your request, we will provide you, without charge, a copy of any exhibits to
the Company's Registration Statement. If you would like more information, write
or call us at:

                                    USA BancShares, Inc.
                                    1535 Locust Street
                                    Philadelphia, PA  19102
                                    (215) 568-4200
                                    Attention:  Chief Financial Officer

Our fiscal year ends on December 31. We intend to provide to our stockholders
annual reports containing audited financial statements and other appropriate
reports. In addition, we file annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and copy any
reports, statements or other information we file at the SEC's public reference
room in Washington, D.C. You can request copies of these documents, upon payment
of a duplicating fee, by writing to the SEC. Please call the SEC at
1-800-SEC-0330 for further information

                                      -12-
on the operation of the public reference rooms. Our SEC filings are also
available to the public free of charge on the SEC Internet site at
hgttp\\www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you be
referring you to those documents. The information incorporated by reference is
considered to be part of this Prospectus and information we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934:

         (a)      The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 1997;

         (b)      The Company's Quarterly Reports on Form 10-QSB for the
                  quarterly periods ended March 31, 1998, June 30, 1998 and
                  September 30, 1998;

         (c)      The Company's Amendment No. 1 to Quarterly Report on Form
                  10-QSB/A for the quarterly period ended September 30, 1998;

         (d)      The Company's Proxy Statement on Schedule 14A dated July 10,
                  1998; and

         (e)      The description of the Company's Common Stock contained in the
                  Registration Statement on Form SB-2 of the Company, as amended
                  (File No. 33-92506).

         This Prospectus is part of a registration statement we filed with the
SEC. You should rely only on the information or representations provided in this
Prospectus. We have authorized no one to provide you with different information.
We are not offering or selling these securities in any state where the offer or
sale is not permitted. You should not assume that the information in this
Prospectus is accurate as of any date other than the date on the front cover
page of this Prospectus.

         The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all of
such documents which are incorporated herein by reference. You should direct
your requests for copies to USABancshares, Inc., 1535 Locust Street,
Philadelphia, Pennsylvania 19102, Attention: Chief Financial Officer.

                                      -13-
No dealer, salesman or any other person has been authorized to give any
information or to make any representations not contained in this Prospectus in
connection with the offering described herein and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or the Selling Shareholders. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy a security
other than the shares of Common Stock offered hereby, nor does it constitute an
offer to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that the information contained herein is correct as of any date
subsequent to the date hereof.

                         530,670 Shares of Common Stock

                               USABancShares, Inc.

                                    -------

                                   PROSPECTUS

                                    -------

                                December 15, 1998
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 pursuant to the Securities Exchange Act of
1934, as amended, are incorporated into this Registration Statement by
reference:

                  1.       The Company's Annual Report on Form 10-KSB for the 
                           fiscal year ended December 31, 1997;

                  2.       The Company's Quarterly Report on Form 10-QSB for the
                           quarterly period ended March 31, 1998;

                  3.       The Company's Quarterly Report on Form 10-QSB for the
                           quarterly period ended June 30, 1998;

                  4.       The Company's Quarterly Report on Form 10-QSB for the
                           quarterly period ended September 30, 1998;

                  5.       The Company's Quarterly Report on Form 10-QSB/A for
                           the quarterly period ended September 30, 1998; and

                  6.       The Company's Proxy Statement on Schedule 14A dated 
                           July 10, 1998.

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

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.           Indemnification of Directors and Officers.

                  Section 1746 of the Pennsylvania Business Corporation Law of
1988, as amended (the "BCL"), authorizes a Pennsylvania corporation to indemnify
its officers, Directors, employees and agents under certain circumstances
against expenses and liabilities incurred in legal proceedings involving such
persons because of their

                                      II-1
holding or having held such positions with the Company and to purchase and
maintain insurance of such indemnification. As permitted by the BCL, the
Company's Articles of Incorporation (the "Company's Articles") provide that a
person shall not be personally liable for monetary damages as such for any
action taken, or any failure to take any action, unless the director breaches or
fails to perform the duties of his or her office under the BCL, and the breach
or failure to perform constitutes self-dealing, willful misconduct or
recklessness. These provisions of the Company's Articles, however, do not apply
to the responsibility or liability of a director pursuant to any criminal;
statute, or the liability of a director for payment of taxes pursuant to a
local, Pennsylvania or federal law. These provisions offer persons who serve on
the Board of Directors of the Company protection against the awards of monetary
damages for negligence in the performance of their duties.

                  The Company's Articles of Incorporation also provide that
every person who was or is a Director or executive officer of the Company, or of
any corporation which he served as such at the request of the Company , shall be
indemnified by the Company to the fullest extent permitted by law against all
expenses and may be made, or threatened to be made, a party, or in which he may
become involved by reason of his being or having been a Director or executive
officer of the Company, or of such other Company, whether or not he is a
Director or executive officer of the Company or such other Company at the time
the expenses or liabilities are incurred.

Item 7.           Exemption from Registration Claimed.

                  Any restricted securities to be offered or resold pursuant to
this Registration Statement are exempt under Section 4(2) of the Securities Act
of 1933, as amended, as a non-public offering of securities.

Item 8.           Exhibits.

Exhibit No.       Description
-----------       -----------

     4*           USA BancShares, Inc. 1995 Stock Option Plan.

     5            Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers LLP 
                  with respect to the legality of the shares of Common Stock 
                  being registered hereunder.

     23           Consent of Grant Thornton LLP, independent auditors, with
                  respect to the consolidated financial statements of USA
                  BancShares, Inc. for the year ended December 31, 1997.

     24           Powers of Attorney (included in the signature pages hereto).

---------------
*    Incorporated by reference from Registrant's Registration Statement on Form
     SB-2 (Reg. No. 33-92506).

Item 9.           Undertakings.

(a)      The Company 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-2
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (a) (1)(i) and (a) (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this 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.

         (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to its Certificate of Incorporation, its bylaws, or otherwise,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 of whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 this
10th day of December, 1998.

                              USA BANCSHARES, INC.

                                      BY:   /s/ Kenneth L. Tepper
                                          -------------------------------------
                                          Kenneth L. Tepper, President and 
                                          Chief Executive Officer

                                POWER OF ATTORNEY

         Each of the undersigned officers and directors of USA BancShares, Inc.
whose signature appears below hereby appoints Kenneth L. Tepper and David J.
Torpey and each of them individually as true and lawful attorney-in-fact for the
undersigned with full power of substitution, to execute in his name and on his
behalf in each capacity stated below, any and all amendments (including
post-effective amendments) to this Registration Statement as the
attorney-in-fact shall deem appropriate, and to cause to be filed any such
amendment (including exhibits thereto and other documents in connection
therewith) to this Registration Statement with the Securities and Exchange
Commission, as fully and to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or any of them, 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 by the following persons in the
capacities indicated on this 10th day of December, 1998.

       Signature                                 Title(s)
       ---------                                 --------

/s/ Kenneth L. Tepper              President and Chief Executive Officer
--------------------------         (Principal Executive Officer)
Kenneth L. Tepper                  

/s/ Brian M. Hartline              Chief Financial Officer
--------------------------         (Principal Accounting and Financial Officer)
Brian M. Hartline                  

/s/ George M. Laughlin             Director and Chairman of the Board
--------------------------
George M. Laughlin

/s/ Zeev Shenkman                  Vice Chairman of the Board
--------------------------
Zeev Shenkman

/s/ Carmen J. Cocca, Jr.           Director
--------------------------
Carmen J. Cocca, Jr.

/s/ Jeffrey A. D'Ambrosio          Director
--------------------------
Jeffrey A. D'Ambrosio

/s/ George C. Fogwell III          Director
--------------------------
George C. Fogwell III

/s/ John A. Gambone                Director
--------------------------
John A. Gambone

/s/ Mark Kearney                   Director
--------------------------
Mark Kearney

/s/ Wayne O. Leevy                 Director
--------------------------
Wayne O. Leevy

/s/ Clarence L. Rader              Director and Chairman of the Bank
--------------------------
Clarence L. Rader
EXHIBIT INDEX

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

  5                  Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers LLP
                     with respect to the legality of the shares of Common Stock
                     being registered hereunder.

  23                 Consent of Grant Thornton LLP, independent auditors, with
                     respect to the consolidated financial statements of USA
                     BancShares, Inc. for the year ended December 31, 1997.