<PAGE>



    As filed with the Securities and Exchange Commission on March 5, 1999
                                                 Registration No.
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   ----------

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

                      PEOPLES-SIDNEY FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

         Delaware                                    31-1499862
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

 
                   101 East Court Street, Sidney, Ohio 45365
               (Address of principal executive offices) (Zip Code)

                      PEOPLES-SIDNEY FINANCIAL CORPORATION
                      1998 STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the plan)

                            Jeffrey M. Werthan, P.C.
                              Craig M. Scheer, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                             7th Floor - East Tower
                            1100 New York Avenue, NW
                              Washington, DC 20005
                     (Name and address of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

=================================================================================================
                                             Proposed        Proposed
                                              maximum         maximum
Title of securities         Amount to be   offering price    aggregate            Amount of
 to be registered           registered(1)   per share(2)   offering price(2)   registration fee2)
-------------------------------------------------------------------------------------------------
<S>                        <C>               <C>              <C>                  <C>
Common Stock, par value
 $.01 per share            178,538 shares       (2)           $2,816,806           $784

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

<FN>
(1)      Pursuant to Rule 416(c) under the  Securities  Act of 1933, as amended,
         this Registration Statement covers, in addition to the number of shares
         set forth above, an indeterminate  number of shares which, by reason of
         certain events specified in the Plan, may become subject to the Plan.
(2)      Estimated in  accordance  with Rule  457(h),  solely for the purpose of
         calculating the  registration  fee. The proposed maximum offering price
         per share  represents the weighted  average of the (i) weighted average
         exercise price per share, with respect to shares subject to outstanding
         options that were granted at fair market value, and (ii) average of the
         high and low prices per share of the Common  Stock on the Nasdaq  Stock
         Market on March 4, 1999 of  $14.75  with respect to shares that are not
         subject to outstanding options.

</FN>

</TABLE>

<PAGE>



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     The document(s)  containing the information specified in Part I of Form S-8
will  be  sent  or  given  to  participants  in  the  Peoples-Sidney   Financial
Corporation  1998 Stock Option and  Incentive  Plan (the "Plan") as specified by
Rule  428(b)(1)  promulgated  by the  Securities  and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

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

                                       I-1

<PAGE>



                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS


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

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

(a)  the  Company's  Annual Report on Form 10-KSB for the fiscal year ended June
     30, 1998 (File No.  0-22223) filed pursuant to Rule 13a-1 of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act");

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

(c)  the  description  of the  Common  Stock  of the  Company  contained  in the
     Company's  Registration  Statement on Form 8-A (File No.  0-22223) filed on
     March 12,  1997 and all  amendments  or  reports  filed for the  purpose of
     updating such description.

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

     The  Company  shall  furnish  without  charge  to each  person  to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated). Requests should be directed to Gary N.
Fullenkamp,  Secretary,  Peoples-Sidney  Financial  Corporation,  101 East Court
Street, Sidney, Ohio, 45365, telephone number (937) 492-6129.

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

                                      II-1

<PAGE>



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

     Not Applicable.

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

     Not Applicable.

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

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

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

     Unless  ordered by a court,  indemnification  may be made only  following a
determination that such  indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by the corporation's  board of directors by a majority vote of a quorum
consisting of directors not at the time parties to such  proceeding;  or (ii) if
such a quorum cannot be obtained or the quorum so directs,  then by  independent
legal counsel in a written opinion; or (iii) by the stockholders.

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

                                      II-2

<PAGE>



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

     Not Applicable.



Item 8.  Exhibits.
         --------

<TABLE>
<CAPTION>

 Regulation
    S-B                                                    Reference to Prior
  Exhibit                                                   Filing or Exhibit
   Number                Document                        Number Attached Hereto  
 --------  --------------------------------------     --------------------------
<S>        <C>                                        <C>

    4.1    Specimen Form of Common Stock                           *
           Certificate of Peoples-Sidney Financial
           Corporation

    4.2    Certificate of Incorporation                            *
           of Peoples-Sidney Financial
           Corporation

    4.3    Bylaws of  Peoples-Sidney Financial                     *
           Corporation


    5      Opinion of Silver, Freedman                 Attached as Exhibit 5
           & Taff, L.L.P.

   23.1    Consent of Silver, Freedman                 Contained in Exhibit 5
           & Taff, L.L.P.

   23.2    Consent of Crowe, Chizek & Company LLP      Attached as Exhibit 23.2


   24      Power of Attorney                           Contained on Signature
                                                       Page

   99      Peoples-Sidney Financial
           Corporation 1998 Stock Option
           and Incentive Plan                          Attached as Exhibit 99

----------
<FN>
*   Filed as exhibits to the  Registrant's  Registration  Statement  on Form S-1
    (File No.  333-20461) filed with the Commission on January 27, 1997 pursuant
    to Section 5 of the  Securities  Act of 1933 and all  amendments  thereto or
    reports  filed for the purpose of  updating  such  description.  All of such
    previously  filed documents are hereby  incorporated  herein by reference in
    accordance with Item 601 of Regulation S-B.

</FN>

</TABLE>

                                      II-3



<PAGE>



Item 9.  Undertakings.
         ------------

(a)      The undersigned Registrant hereby undertakes:

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

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

                                            (ii) To  reflect  in the  prospectus
                          any facts or events  arising after the effective  date
                          of the  registration  statement  (or the  most  recent
                          post-effective amendment thereof) which,  individually
                          or in the aggregate, represent a fundamental change in
                          the   information   set  forth  in  the   registration
                          statement; notwithstanding the foregoing, any increase
                          or  decrease in volume of  securities  offered (if the
                          total dollar  value of  securities  offered  would not
                          exceed that which was  registered)  and any  deviation
                          from  the low or  high  end of the  estimated  maximum
                          offering  range  may  be  reflected  in  the  form  of
                          prospectus filed with the Commission  pursuant to Rule
                          424(b) if, in the aggregate, the changes in volume and
                          price  represent  no  more  than a 20%  change  in the
                          maximum  aggregate  offering  price  set  forth in the
                          "Calculation  of   Registration   Fee"  table  in  the
                          effective registration statement.

                                            (iii)  To   include   any   material
                          information  with respect to the plan of  distribution
                          not previously disclosed in the registration statement
                          or any  material  change  to such  information  in the
                          registration statement.

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

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

(b)      The  undersigned  Registrant  hereby  undertakes  that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's  annual report pursuant to Section 13(a) or Section
         15(d) of the Securities  Exchange Act of 1934 that is  incorporated  by
         reference  in the  registration  statement  shall be deemed to be a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted  to  directors,  officers and  controlling
         persons of the  Registrant  pursuant to the  foregoing  provisions,  or
         otherwise,  the  Registrant has been advised that in the opinion of the
         Securities  and Exchange  Commission  such  indemnification  is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification  against such liabilities
         (other than the payment by the Registrant of expenses

                                      II-4

<PAGE>



         incurred or paid by a director,  officer or  controlling  person of the
         Registrant  of  expenses  incurred  or paid by a  director,  officer or
         controlling  person in the  successful  defense of any action,  suit or
         proceeding) is asserted by such director, officer or controlling person
         in connection  with the  securities  being  registered,  the Registrant
         will,  unless in the opinion of its counsel the matter has been settled
         by controlling precedent, submit to a court of appropriate jurisdiction
         the  question  whether  such  indemnification  by it is against  public
         policy  as  expressed  in the Act and  will be  governed  by the  final
         adjudication of such issue.

                                      II-5

<PAGE>



                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Sidney, State of Ohio, on March 5, 1999.


                            PEOPLES-SIDNEY FINANCIAL CORPORATION





                            By:     /s/ Douglas Stewart
                                    ------------------------------------
                                    DOUGLAS STEWART, President and Chief
                                    Executive Officer and Director
                                    (Duly Authorized Representative)





                                POWER OF ATTORNEY



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


                                      II-6

<PAGE>




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




/s/ Douglas Stewart                        /s/ Robert W. Bertsch
--------------------------------------     -----------------------------------
Douglas Stewart                            Robert W. Bertsch
President, Chief Executive Officer         Director
   and Director
(Principal Executive Officer)

Date:  March 5, 1999                       Date:  March 5, 1999
     ---------------------------------          ------------------------------


/s/ Harry N. Faulkner                      /s/ James W. Kerber
--------------------------------------     -----------------------------------
Harry N. Faulkner                          James W. Kerber
Director                                   Director

Date:  March 5, 1999                       Date:  March 5, 1999
     ---------------------------------          ------------------------------

/s/ Richard T. Martin                      /s/ John W. Sargeant
--------------------------------------     -----------------------------------
Richard T. Martin                          John W. Sargeant
Chairman of the Board and Director         Director

Date:  March 5, 1999                       Date:  March 5, 1999
     ---------------------------------          ------------------------------

/s/ Debra A, Geuy
--------------------------------------
Debra A. Geuy
Chief Financial Officer and Treasurer
(Principal Financial and Accounting
 Officer)

Date:  March 5, 1999
     --------------------------------- 







<PAGE>

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




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549








                                   ----------



                                    EXHIBITS


                                       TO


                                    FORM S-8


                             REGISTRATION STATEMENT


                                      UNDER


                           THE SECURITIES ACT OF 1933




                                   ----------





                      PEOPLES-SIDNEY FINANCIAL CORPORATION


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




<PAGE>



                                  EXHIBIT INDEX




  Exhibit
   Number                     Document              
---------        -----------------------------------------------

    5            Opinion of Silver, Freedman & Taff, L.L.P.

   23.2          Consent of Crowe, Chizek & Company LLP

   99            Peoples-Sidney Financial Corporation 1998 Stock
                 Option and Incentive Plan
[{"type": "S-8", "sequence": "1", "description": "1998 STOCK OPTION PLAN", "secsgml_size_bytes": 23583}]
{"company-data": {"conformed-name": "PEOPLES SIDNEY FINANCIAL CORP", "cik": "0001031340", "assigned-sic": "6035", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73395", "film-number": "99557988"}, "business-address": {"street1": "101 EAST COURT ST", "city": "SIDNEY", "state": "OH", "zip": "45365", "phone": "9374926129"}, "mail-address": {"street1": "101 EAST COURT ST", "city": "SIDNEY", "state": "OH", "zip": "45365"}}
As filed with the Securities and Exchange Commission on March 5, 1999
                                                 Registration No.
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   ----------

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

                      PEOPLES-SIDNEY FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

         Delaware                                    31-1499862
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

 
                   101 East Court Street, Sidney, Ohio 45365
               (Address of principal executive offices) (Zip Code)

                      PEOPLES-SIDNEY FINANCIAL CORPORATION
                      1998 STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the plan)

                            Jeffrey M. Werthan, P.C.
                              Craig M. Scheer, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                             7th Floor - East Tower
                            1100 New York Avenue, NW
                              Washington, DC 20005
                     (Name and address of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
=================================================================================================
                                             Proposed        Proposed
                                              maximum         maximum
Title of securities         Amount to be   offering price    aggregate            Amount of
 to be registered           registered(1)   per share(2)   offering price(2)   registration fee2)
-------------------------------------------------------------------------------------------------
Common Stock, par value
 $.01 per share            178,538 shares       (2)           $2,816,806           $784

=================================================================================================
(1)      Pursuant to Rule 416(c) under the  Securities  Act of 1933, as amended,
         this Registration Statement covers, in addition to the number of shares
         set forth above, an indeterminate  number of shares which, by reason of
         certain events specified in the Plan, may become subject to the Plan.
(2)      Estimated in  accordance  with Rule  457(h),  solely for the purpose of
         calculating the  registration  fee. The proposed maximum offering price
         per share  represents the weighted  average of the (i) weighted average
         exercise price per share, with respect to shares subject to outstanding
         options that were granted at fair market value, and (ii) average of the
         high and low prices per share of the Common  Stock on the Nasdaq  Stock
         Market on March 4, 1999 of  $14.75  with respect to shares that are not
         subject to outstanding options.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will  be  sent  or  given  to  participants  in  the  Peoples-Sidney   Financial
Corporation  1998 Stock Option and  Incentive  Plan (the "Plan") as specified by
Rule  428(b)(1)  promulgated  by the  Securities  and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

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

                                       I-1
PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

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

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

(a)  the  Company's  Annual Report on Form 10-KSB for the fiscal year ended June
     30, 1998 (File No.  0-22223) filed pursuant to Rule 13a-1 of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act");

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

(c)  the  description  of the  Common  Stock  of the  Company  contained  in the
     Company's  Registration  Statement on Form 8-A (File No.  0-22223) filed on
     March 12,  1997 and all  amendments  or  reports  filed for the  purpose of
     updating such description.

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

     The  Company  shall  furnish  without  charge  to each  person  to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated). Requests should be directed to Gary N.
Fullenkamp,  Secretary,  Peoples-Sidney  Financial  Corporation,  101 East Court
Street, Sidney, Ohio, 45365, telephone number (937) 492-6129.

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

                                      II-1
Item 4.  Description of Securities.
         -------------------------

     Not Applicable.

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

     Not Applicable.

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

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

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

     Unless  ordered by a court,  indemnification  may be made only  following a
determination that such  indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may be
made (i) by the corporation's  board of directors by a majority vote of a quorum
consisting of directors not at the time parties to such  proceeding;  or (ii) if
such a quorum cannot be obtained or the quorum so directs,  then by  independent
legal counsel in a written opinion; or (iii) by the stockholders.

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

                                      II-2
Item 7.  Exemption from Registration Claimed.
         -----------------------------------

     Not Applicable.

Item 8.  Exhibits.
         --------
Regulation
    S-B                                                    Reference to Prior
  Exhibit                                                   Filing or Exhibit
   Number                Document                        Number Attached Hereto  
 --------  --------------------------------------     --------------------------
4.1    Specimen Form of Common Stock                           *
           Certificate of Peoples-Sidney Financial
           Corporation

    4.2    Certificate of Incorporation                            *
           of Peoples-Sidney Financial
           Corporation

    4.3    Bylaws of  Peoples-Sidney Financial                     *
           Corporation

    5      Opinion of Silver, Freedman                 Attached as Exhibit 5
           & Taff, L.L.P.

   23.1    Consent of Silver, Freedman                 Contained in Exhibit 5
           & Taff, L.L.P.

   23.2    Consent of Crowe, Chizek & Company LLP      Attached as Exhibit 23.2

   24      Power of Attorney                           Contained on Signature
                                                       Page

   99      Peoples-Sidney Financial
           Corporation 1998 Stock Option
           and Incentive Plan                          Attached as Exhibit 99

----------
*   Filed as exhibits to the  Registrant's  Registration  Statement  on Form S-1
    (File No.  333-20461) filed with the Commission on January 27, 1997 pursuant
    to Section 5 of the  Securities  Act of 1933 and all  amendments  thereto or
    reports  filed for the purpose of  updating  such  description.  All of such
    previously  filed documents are hereby  incorporated  herein by reference in
    accordance with Item 601 of Regulation S-B.
II-3
Item 9.  Undertakings.
         ------------

(a)      The undersigned Registrant hereby undertakes:

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

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

                                            (ii) To  reflect  in the  prospectus
                          any facts or events  arising after the effective  date
                          of the  registration  statement  (or the  most  recent
                          post-effective amendment thereof) which,  individually
                          or in the aggregate, represent a fundamental change in
                          the   information   set  forth  in  the   registration
                          statement; notwithstanding the foregoing, any increase
                          or  decrease in volume of  securities  offered (if the
                          total dollar  value of  securities  offered  would not
                          exceed that which was  registered)  and any  deviation
                          from  the low or  high  end of the  estimated  maximum
                          offering  range  may  be  reflected  in  the  form  of
                          prospectus filed with the Commission  pursuant to Rule
                          424(b) if, in the aggregate, the changes in volume and
                          price  represent  no  more  than a 20%  change  in the
                          maximum  aggregate  offering  price  set  forth in the
                          "Calculation  of   Registration   Fee"  table  in  the
                          effective registration statement.

                                            (iii)  To   include   any   material
                          information  with respect to the plan of  distribution
                          not previously disclosed in the registration statement
                          or any  material  change  to such  information  in the
                          registration statement.

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

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

(b)      The  undersigned  Registrant  hereby  undertakes  that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's  annual report pursuant to Section 13(a) or Section
         15(d) of the Securities  Exchange Act of 1934 that is  incorporated  by
         reference  in the  registration  statement  shall be deemed to be a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted  to  directors,  officers and  controlling
         persons of the  Registrant  pursuant to the  foregoing  provisions,  or
         otherwise,  the  Registrant has been advised that in the opinion of the
         Securities  and Exchange  Commission  such  indemnification  is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification  against such liabilities
         (other than the payment by the Registrant of expenses

                                      II-4
incurred or paid by a director,  officer or  controlling  person of the
         Registrant  of  expenses  incurred  or paid by a  director,  officer or
         controlling  person in the  successful  defense of any action,  suit or
         proceeding) is asserted by such director, officer or controlling person
         in connection  with the  securities  being  registered,  the Registrant
         will,  unless in the opinion of its counsel the matter has been settled
         by controlling precedent, submit to a court of appropriate jurisdiction
         the  question  whether  such  indemnification  by it is against  public
         policy  as  expressed  in the Act and  will be  governed  by the  final
         adjudication of such issue.

                                      II-5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Sidney, State of Ohio, on March 5, 1999.

                            PEOPLES-SIDNEY FINANCIAL CORPORATION

                            By:     /s/ Douglas Stewart
                                    ------------------------------------
                                    DOUGLAS STEWART, President and Chief
                                    Executive Officer and Director
                                    (Duly Authorized Representative)

                                POWER OF ATTORNEY

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

                                      II-6
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

/s/ Douglas Stewart                        /s/ Robert W. Bertsch
--------------------------------------     -----------------------------------
Douglas Stewart                            Robert W. Bertsch
President, Chief Executive Officer         Director
   and Director
(Principal Executive Officer)

Date:  March 5, 1999                       Date:  March 5, 1999
     ---------------------------------          ------------------------------

/s/ Harry N. Faulkner                      /s/ James W. Kerber
--------------------------------------     -----------------------------------
Harry N. Faulkner                          James W. Kerber
Director                                   Director

Date:  March 5, 1999                       Date:  March 5, 1999
     ---------------------------------          ------------------------------

/s/ Richard T. Martin                      /s/ John W. Sargeant
--------------------------------------     -----------------------------------
Richard T. Martin                          John W. Sargeant
Chairman of the Board and Director         Director

Date:  March 5, 1999                       Date:  March 5, 1999
     ---------------------------------          ------------------------------

/s/ Debra A, Geuy
--------------------------------------
Debra A. Geuy
Chief Financial Officer and Treasurer
(Principal Financial and Accounting
 Officer)

Date:  March 5, 1999
     ---------------------------------
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                   ----------

                      PEOPLES-SIDNEY FINANCIAL CORPORATION

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

  Exhibit
   Number                     Document              
---------        -----------------------------------------------

    5            Opinion of Silver, Freedman & Taff, L.L.P.

   23.2          Consent of Crowe, Chizek & Company LLP

   99            Peoples-Sidney Financial Corporation 1998 Stock
                 Option and Incentive Plan