As filed with the Securities and Exchange Commission on October 6, 1997

                                                      Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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 
 incorporation or organization)                         Identification No.)

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


              PEOPLES FEDERAL SAVINGS & LOAN ASSOCIATION OF SIDNEY
                             401(k) RETIREMENT PLAN
                            (Full title of the plan)

                            Jeffrey M. Werthan, P.C.
                             Beth A. Freedman, Esq.
                           Robert E. Fitzgerald, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                            1100 New York Ave., N.W.
                             Washington, D.C. 20005
                     (Name and address of agent for service)

                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)
<PAGE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

                                                             Proposed            Proposed
                                                              maximum             maximum
   Title of securities                   Amount to be     offering price         aggregate           Amount of
     to be registered                     registered          per share       offering price     registration fee
     ----------------                     ----------                          --------------     ----------------
<S>                                    <C>                    <C>              <C>                  <C>
Common Stock, $.01 par value           23,000 shares(1)       $16.50(2)        $379,500(2)          $115.00(2)

Interests in Savings Plan(3)                N/A(3)               N/A               N/A                N/A(3)
---------
(1)  Estimated  maximum aggregate number of shares of Peoples - Sidney Financial
     Corporation ("Peoples") common stock purchasable with employee and employer
     contributions under the Plan during the next 60 months.

(2)  Estimated  in  accordance  with Rule  457(h),  solely  for the  purpose  of
     calculating the registration fee at $16.50 per share, which was the average
     of the high and low prices of the Peoples  common stock on October 3, 1997,
     as reported on the Nasdaq National Market.

(3)  In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended, this Registration Statement also covers an indeterminate amount of
     interests  to be offered or sold  pursuant  to the  employee  benefit  plan
     described  herein.  In  accordance  with Rule  457(h)(2)  no  separate  fee
     calculation is made for plan interests.
</TABLE>
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         The documents  containing the  information  specified in Part I of Form
S-8 will be sent or given to  participants in the Peoples Federal Savings & Loan
Association of Sidney 401(k)  Retirement  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 documents are not being filed with the Commission,  but constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.
<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.  Incorporation of Certain Documents by Reference.

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

         (a)      The Company's Registration Statement on Form S-1 (Registration
                  No.  333-20461)  filed with the Commission on January 27, 1997
                  and as amended on March 12, 1997;

         (b)      All reports filed by the Company  pursuant to Section 13(a) or
                  15(d) of the Securities  Exchange Act of 1934, as amended (the
                  "Exchange   Act");   since  the  filing  of  the  Registration
                  Statement on Form S-1 referred to in (a) above.

         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 in
the Prospectus 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
Corporate  Secretary,  Peoples Federal Savings & Loan Association of Sidney, 101
E. 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.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.
<PAGE>
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 name 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 a majority  vote of the Directors of the Company who are not parties
to such action, suit or proceeding,  even though such directors  constitute less
than a quorum,  or (ii) if there are no such directors,  or if such directors so
direct,  by  independent  legal  counsel in a written  opinion,  or (iii) by the
Stockholders.

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

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.
<PAGE>
Item 8.  Exhibits.
<TABLE>
<CAPTION>
     Regulation                                                                                      Reference to
         S-K                                                                                        Prior Filing or
       Exhibit                                                                                      Exhibit Number
        Number                              Document                                                Attached Hereto
        ------                              --------                                                ---------------
<S>                   <C>                                                                     <C>
          4           Instruments defining the rights of security holders, including
                      indentures                                                                         1

         4.1          Certificate of Incorporation of Peoples-Sidney Financial Corp.                     1


         4.2          Bylaws of Peoples-Sidney Financial Corp.                                           1

         4.3          Specimen form of common stock certificate of Peoples-Sidney Financial              1
                      Corp.

         4.4          Peoples Federal Savings & Loan Association of Sidney 401(k)             Attached as Exhibit 4.4
                      Retirement Plan

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


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

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


1.   Filed as an Exhibit to the Company's Form S-1 Registration  Statement filed
     January 27, 1997  (Registration  No.333-20461)  and as amended on March 12,
     1997 and hereby  incorporated  by reference in accordance  with Item 601 of
     Regulation S-K.
</TABLE>

         The Company hereby  undertakes that it will submit or has submitted the
Plan and any amendment  thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under  Section 401 of the Internal  Revenue Code of 1986, as
amended.

Item 9.  Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                           (1) To file,  during  any  period in which  offers or
                  sales are  being  made,  a  post-effective  amendment  to this
                  Registration  Statement  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.
<PAGE>
                           (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  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>

                                   SIGNATURES

      The  Registrant.  Pursuant to the  requirements  of the  Securities Act of
1933, the registrant certifies that is 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  Sidney,  State  of  Ohio,  on the 6th day of
October, 1997.

                                              PEOPLES-SIDNEY FINANCIAL
                                              CORPORATION


Date: October 6, 1997                     By: /s/Douglas Stewart
                                              ------------------
                                              Douglas Stewart
                                              President, Chief Executive Officer
                                              and Director
                                              (Duly Authorized Representative)

      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.


By:/s/ Douglas Stewart                             By: /s/James W. Kerber
   -------------------                                 ------------------
   Douglas Stewart                                     James W. Kerber
   President, Chief Executive Officer                  Director
   and Director
   (Duly Authorized Representative)

Date: October 6, 1997                            Date: October 6, 1997


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

Date: October 6, 1997                            Date: October 6, 1997


By: /s/ Robert W. Bertsch                          By: /s/ Debra A. Geuy
    ---------------------                              -----------------
    Robert W. Bertesch                                 Debra A. Geuy
    Director                                           Treasurer
                                                       (Principal Financial and
                                                       Accounting Officer)

Date: October 6, 1997                                  Date: October 6, 1997

By:   
     /s/Harry N. Faulkner
     --------------------
     Harry N. Faulkner
     Director

Date: October 6, 1997
<PAGE>

                                   SIGNATURES


         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the trustees (or other persons who  administer  the employee  benefit plan) have
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto, duly authorized,  in the City of Springfield,  State of
Ohio on the 6th day of October, 1997.


                                               PEOPLES FEDERAL & LOAN
                                               ASSOCIATION OF SIDNEY
                                               401(k) RETIREMENT PLAN


                                               /s/Jennifer Coors
                                               ----------------------
                                               Jennifer Coors
                                               Security National Bank and
                                                 Trust Co.
                                               Trustee of the Peoples Federal
                                               Savings & Loan Association
                                               of Sidney 401(k) Retirement Plan

                                         Date: October 6, 1997

<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
     ------

      4.4  Peoples Federal Savings & Loan Association of Sidney 401(k)
           Retirement Plan

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

     23.1  Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5)

     23.2  Consent of Crowe, Chizek and Company LLP
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21676}]
{"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": "333-37301", "film-number": "97691510"}, "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 October 6, 1997

                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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 
 incorporation or organization)                         Identification No.)

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

              PEOPLES FEDERAL SAVINGS & LOAN ASSOCIATION OF SIDNEY
                             401(k) RETIREMENT PLAN
                            (Full title of the plan)

                            Jeffrey M. Werthan, P.C.
                             Beth A. Freedman, Esq.
                           Robert E. Fitzgerald, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                            1100 New York Ave., N.W.
                             Washington, D.C. 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          per share       offering price     registration fee
     ----------------                     ----------                          --------------     ----------------
Common Stock, $.01 par value           23,000 shares(1)       $16.50(2)        $379,500(2)          $115.00(2)

Interests in Savings Plan(3)                N/A(3)               N/A               N/A                N/A(3)
---------
(1)  Estimated  maximum aggregate number of shares of Peoples - Sidney Financial
     Corporation ("Peoples") common stock purchasable with employee and employer
     contributions under the Plan during the next 60 months.

(2)  Estimated  in  accordance  with Rule  457(h),  solely  for the  purpose  of
     calculating the registration fee at $16.50 per share, which was the average
     of the high and low prices of the Peoples  common stock on October 3, 1997,
     as reported on the Nasdaq National Market.

(3)  In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended, this Registration Statement also covers an indeterminate amount of
     interests  to be offered or sold  pursuant  to the  employee  benefit  plan
     described  herein.  In  accordance  with Rule  457(h)(2)  no  separate  fee
     calculation is made for plan interests.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8 will be sent or given to  participants in the Peoples Federal Savings & Loan
Association of Sidney 401(k)  Retirement  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 documents are not being filed with the Commission,  but constitute
(along  with the  documents  incorporated  by  reference  into the  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Certain Documents by Reference.

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

         (a)      The Company's Registration Statement on Form S-1 (Registration
                  No.  333-20461)  filed with the Commission on January 27, 1997
                  and as amended on March 12, 1997;

         (b)      All reports filed by the Company  pursuant to Section 13(a) or
                  15(d) of the Securities  Exchange Act of 1934, as amended (the
                  "Exchange   Act");   since  the  filing  of  the  Registration
                  Statement on Form S-1 referred to in (a) above.

         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 in
the Prospectus 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
Corporate  Secretary,  Peoples Federal Savings & Loan Association of Sidney, 101
E. 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.

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 name 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 a majority  vote of the Directors of the Company who are not parties
to such action, suit or proceeding,  even though such directors  constitute less
than a quorum,  or (ii) if there are no such directors,  or if such directors so
direct,  by  independent  legal  counsel in a written  opinion,  or (iii) by the
Stockholders.

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

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.
Item 8.  Exhibits.
Regulation                                                                                      Reference to
         S-K                                                                                        Prior Filing or
       Exhibit                                                                                      Exhibit Number
        Number                              Document                                                Attached Hereto
        ------                              --------                                                ---------------
4           Instruments defining the rights of security holders, including
                      indentures                                                                         1

         4.1          Certificate of Incorporation of Peoples-Sidney Financial Corp.                     1

         4.2          Bylaws of Peoples-Sidney Financial Corp.                                           1

         4.3          Specimen form of common stock certificate of Peoples-Sidney Financial              1
                      Corp.

         4.4          Peoples Federal Savings & Loan Association of Sidney 401(k)             Attached as Exhibit 4.4
                      Retirement Plan

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

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

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

1.   Filed as an Exhibit to the Company's Form S-1 Registration  Statement filed
     January 27, 1997  (Registration  No.333-20461)  and as amended on March 12,
     1997 and hereby  incorporated  by reference in accordance  with Item 601 of
     Regulation S-K.
The Company hereby  undertakes that it will submit or has submitted the
Plan and any amendment  thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under  Section 401 of the Internal  Revenue Code of 1986, as
amended.

Item 9.  Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                           (1) To file,  during  any  period in which  offers or
                  sales are  being  made,  a  post-effective  amendment  to this
                  Registration  Statement  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  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES

      The  Registrant.  Pursuant to the  requirements  of the  Securities Act of
1933, the registrant certifies that is 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  Sidney,  State  of  Ohio,  on the 6th day of
October, 1997.

                                              PEOPLES-SIDNEY FINANCIAL
                                              CORPORATION

Date: October 6, 1997                     By: /s/Douglas Stewart
                                              ------------------
                                              Douglas Stewart
                                              President, Chief Executive Officer
                                              and Director
                                              (Duly Authorized Representative)

      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.

By:/s/ Douglas Stewart                             By: /s/James W. Kerber
   -------------------                                 ------------------
   Douglas Stewart                                     James W. Kerber
   President, Chief Executive Officer                  Director
   and Director
   (Duly Authorized Representative)

Date: October 6, 1997                            Date: October 6, 1997

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

Date: October 6, 1997                            Date: October 6, 1997

By: /s/ Robert W. Bertsch                          By: /s/ Debra A. Geuy
    ---------------------                              -----------------
    Robert W. Bertesch                                 Debra A. Geuy
    Director                                           Treasurer
                                                       (Principal Financial and
                                                       Accounting Officer)

Date: October 6, 1997                                  Date: October 6, 1997

By:   
     /s/Harry N. Faulkner
     --------------------
     Harry N. Faulkner
     Director

Date: October 6, 1997
SIGNATURES

         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the trustees (or other persons who  administer  the employee  benefit plan) have
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned,  thereunto, duly authorized,  in the City of Springfield,  State of
Ohio on the 6th day of October, 1997.

                                               PEOPLES FEDERAL & LOAN
                                               ASSOCIATION OF SIDNEY
                                               401(k) RETIREMENT PLAN

                                               /s/Jennifer Coors
                                               ----------------------
                                               Jennifer Coors
                                               Security National Bank and
                                                 Trust Co.
                                               Trustee of the Peoples Federal
                                               Savings & Loan Association
                                               of Sidney 401(k) Retirement Plan

                                         Date: October 6, 1997
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
     ------

      4.4  Peoples Federal Savings & Loan Association of Sidney 401(k)
           Retirement Plan

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

     23.1  Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5)

     23.2  Consent of Crowe, Chizek and Company LLP