As filed with the Securities and Exchange Commission on October 19, 1999
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                         EVERTRUST FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

          Washington                                      91-1613658
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

2707 Colby Avenue, Suite 600   Everett, Washington                       98201
(Address of principal executive offices)                              (Zip Code)

                     EverTrust Financial Group, Inc. 401(k)
                 Employee Savings Profit Sharing Plan and Trust
                            (Full title of the plan)

 John F. Breyer, Jr., Esquire                Beth A. Freedman, Esquire
 BREYER & ASSOCIATES PC                      SILVER, FREEDMAN & TAFF, L.L.P.
 Suite 700 East                              Suite 700 East
 1100 New York Avenue, N.W.                  1100 New York Avenue, N.W.
 Washington, D.C. 20005                      Washington, D.C. 20005
                     (Name and address of agent for service)
           (202) 737-7900                              (202) 414-6100
 -------------------------------------       -----------------------------------
          (Telephone number, including area code, of agent for service)
<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             69,000 shares(1)        $9.84375(2)        $679,218.75(2)        $189.00(2)
Interests in Plan(3)                          N/A(3)                N/A                 N/A                 N/A(3)
<FN>

(1)  Estimated maximum aggregate number of shares of EverTrust  Financial Group,
     Inc. (the "Company")  common stock  purchasable  with employee and employer
     contributions under the Plan during the next 36 months.
(2)  Estimated  in  accordance  with Rule  457(h),  solely  for the  purpose  of
     calculating  the  registration  fee at  $9.84375  per share,  which was the
     average of the high and low prices of the Company  common  stock on October
     15, 1999.
(3)  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.
</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 EverTrust  Financial  Group,  Inc.
401(k) Employee  Savings Profit Sharing Plan and Trust (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-2

<PAGE>



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3. Incorporation of Certain Documents by Reference.

     The  following  documents  previously  or  concurrently  filed by EverTrust
Financial   Group,   Inc.  (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 prospectus  contained in the Company's  Registration  Statement on Form
     S-1 filed on June 18,  1999  (Registration  No.  333-81125),  as amended by
     Pre-Effective  Amendment  No. 1 to Form S-1  filed on August 2, 1999 and as
     amended  by  Pre-Effective  Amendment  No. 2 to Form S-1 filed on August 11
     1999;

(b)  All reports filed by the Company  pursuant to Section 13(a) or 15(d) of the
     Exchange Act through the date hereof; and

(c)  The  description  of the common  stock,  par value  $.01 per share,  of the
     Company contained in the Company's Registration Statement on Form 8-A (File
     No.  000-26993)  filed  with the  Commission  on  August  10,  1999 and all
     amendments or reports filed for the purpose of updating such description.

     All  documents  subsequently  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.



                                      II-1

<PAGE>



     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 Nancy
Elliott,  Human  Resources  Director,  2707 Colby  Avenue,  Suite 600,  Everett,
Washington 98201, telephone number (425) 258-3645.

     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.

     In  accordance   with  the  Washington   Business   Corporation   Law,  RCW
ss.23B.08.570, Article XIII of the Registrant's Amended and Restated Articles 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  Washington  law and such law cannot be varied by
contract or bylaw.  Article  XIII also  provides  for the  authority to purchase
insurance with respect thereto.

     Washington  Business  Corporation  Law,  RCW  ss.23B.08.570   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

                                      II-2

<PAGE>



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.

     Washington  Business   Corporation  Law,  RCW  ss.23B.08.570  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.

Item 7. Exemption from Registration Claimed.

     Not Applicable.


                                      II-3

<PAGE>



Item 8. Exhibits.

Regulation                                                    Reference to Prior
  S-K                                                         Filing or Exhibit
 Exhibit                                                            Number
 Number     Document                                            Attached Hereto
--------------------------------------------------------------------------------
 4    Instruments defining the rights of security
       holders, including debentures:

      Articles of Incorporation of EverTrust Financial Group, Inc.    *

      Bylaws of EverTrust Financial Group, Inc.                      **

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

23    Consents of Independent Accountants and Counsel:

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

      Consent of Deloitte & Touche LLP                               23.2

24    Power of Attorney                                          Contained on
                                                                 Signature Page
------------------
*    Incorporated   hereby  by  reference  to  Exhibit  3.1  of  the   Company's
     Registration Statement on Form S-1 (Registration No. 333-81125).

**   Incorporated   hereby  by  reference  to  Exhibit  3.2  of  the   Company's
     Registration Statement on Form S-1 (Registration No. 333-81125).

     The Registrant  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

                                      II-4

<PAGE>



               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  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 Everett, State of Washington on October 18, 1999.

                                    EVERTRUST FINANCIAL GROUP, INC.



                                    By: /s/ Michael B. Hansen
                                        -------------------------------
                                       Michael B. Hansen, President
                                        and Chief Executive Officer
                                       (Duly Authorized Representative)

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  Michael  B.  Hansen,   his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him 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  said  attorney-in-fact  and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

     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 dates indicated.


/s/Michael B. Hansen                             /s/Margaret B. Bavasi
------------------------------                   ------------------------------
Michael B. Hansen                                Margaret B. Bavasi
Chief Executive Officer, President               Chairman of the Board
and Director
(Principal Executive Officer)


/s/ Jeffrey R. Mitchell                          /s/Michael R. Deller
------------------------------                   ------------------------------
Jeffrey R. Mitchell                              Michael R. Deller
Vice President, Chief Financial Officer          Director
   and Treasurer
(Principal Financial and Accounting Officer)


                                      II-6

<PAGE>



/s/R. Michael Kight                              /s/George S. Newland
------------------------------                   ------------------------------
R. Michael Kight                                 George S. Newland
Director                                         Director



/s/William J. Rucker                             /s/Thomas R. Collins
------------------------------                   ------------------------------
William J. Rucker                                Thomas R. Collins
Director                                         Director



/s/Thomas J. Gaffney                             /s/Robert A. Leach, Jr.
------------------------------                   ------------------------------
Thomas J. Gaffney                                Robert A. Leach, Jr.
Director                                         Director

                                      II-7

<PAGE>



                                   SIGNATURES

     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 Everett,  State of  Washington,  on
October 18, 1999.

                                           EverTrust Financial Group
                                           401(k) Employee Savings
                                           Profit Sharing Plan and Trust


 /s/ Barbara Berg                            /s/ Barbara Bloomfield
------------------------------              ------------------------------
Barbara Berg                                Barbara Bloomfield

Member, Administrative Committee            Member, Administrative Committee
Date:       October  18, 1999               Date:       October  18, 1999

 /s/ Lori Christenson                        /s/ Nancy Elliott
------------------------------              ------------------------------
Lori Christenson                            Nancy Elliott

Member, Administrative Committee            Member, Administrative Committee
Date:       October  18, 1999               Date:       October  18, 1999

 /s/ Jeff Mitchell                           /s/ Bill Raiser
------------------------------              ------------------------------
Jeff Mitchell                               Bill Raiser

Member, Administrative Committee            Member, Administrative Committee
Date:       October  18, 1999               Date:       October  18, 1999

 /s/ Bill Tuckett
------------------------------
Bill Tuckett

Member, Administrative Committee
Date:       October  18, 1999



                                      II-8

<PAGE>







                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549





                                   ----------




                                    EXHIBITS


                                       TO


                       REGISTRATION STATEMENT ON FORM S-8



                                      UNDER


                           THE SECURITIES ACT OF 1933




                                   ----------









<PAGE>



                         EVERTRUST FINANCIAL GROUP, INC.



                                  EXHIBIT INDEX


Regulation                                                    Reference to Prior
  S-K                                                         Filing or Exhibit
 Exhibit                                                            Number
 Number        Document                                        Attached Hereto
--------------------------------------------------------------------------------
 4    Instruments defining the rights of security
       holders, including debentures:

      Articles of Incorporation of EverTrust Financial Group, Inc.    *

      Bylaws of EverTrust Financial Group, Inc.                      **

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

23    Consents of  Independent Accountants and Counsel:

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

      Consent of Deloitte & Touche LLP                               23.2

24    Power of Attorney                                          Contained on
                                                                 Signature Page


*    Incorporated   hereby  by  reference  to  Exhibit  3.1  of  the   Company's
     Registration Statement on Form S-1 (Registration No. 333-81125).

**   Incorporated   hereby  by  reference  to  Exhibit  3.2  of  the   Company's
     Registration Statement on Form S-1 (Registration No. 333-81125).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION OF 401(K) PLAN", "secsgml_size_bytes": 24798}]
{"company-data": {"conformed-name": "EVERTRUST FINANCIAL GROUP INC", "cik": "0001088514", "assigned-sic": "6021", "irs-number": "911613658"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89285", "film-number": "99730590"}, "business-address": {"street1": "2707 COLBY AVE", "street2": "SUITE 600", "city": "EVERETT", "state": "WA", "zip": "98201", "phone": "4252583645"}, "mail-address": {"street1": "2707 COLBY AVE", "street2": "SUITE 600", "city": "EVERETT", "state": "WA", "zip": "98201"}}
As filed with the Securities and Exchange Commission on October 19, 1999
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                         EVERTRUST FINANCIAL GROUP, INC.
             (Exact name of registrant as specified in its charter)

          Washington                                      91-1613658
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

2707 Colby Avenue, Suite 600   Everett, Washington                       98201
(Address of principal executive offices)                              (Zip Code)

                     EverTrust Financial Group, Inc. 401(k)
                 Employee Savings Profit Sharing Plan and Trust
                            (Full title of the plan)

 John F. Breyer, Jr., Esquire                Beth A. Freedman, Esquire
 BREYER & ASSOCIATES PC                      SILVER, FREEDMAN & TAFF, L.L.P.
 Suite 700 East                              Suite 700 East
 1100 New York Avenue, N.W.                  1100 New York Avenue, N.W.
 Washington, D.C. 20005                      Washington, D.C. 20005
                     (Name and address of agent for service)
           (202) 737-7900                              (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             69,000 shares(1)        $9.84375(2)        $679,218.75(2)        $189.00(2)
Interests in Plan(3)                          N/A(3)                N/A                 N/A                 N/A(3)
(1)  Estimated maximum aggregate number of shares of EverTrust  Financial Group,
     Inc. (the "Company")  common stock  purchasable  with employee and employer
     contributions under the Plan during the next 36 months.
(2)  Estimated  in  accordance  with Rule  457(h),  solely  for the  purpose  of
     calculating  the  registration  fee at  $9.84375  per share,  which was the
     average of the high and low prices of the Company  common  stock on October
     15, 1999.
(3)  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 document(s)  containing the information specified in Part I of Form S-8
will be sent or given to participants  in the EverTrust  Financial  Group,  Inc.
401(k) Employee  Savings Profit Sharing Plan and Trust (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-2
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Certain Documents by Reference.

     The  following  documents  previously  or  concurrently  filed by EverTrust
Financial   Group,   Inc.  (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 prospectus  contained in the Company's  Registration  Statement on Form
     S-1 filed on June 18,  1999  (Registration  No.  333-81125),  as amended by
     Pre-Effective  Amendment  No. 1 to Form S-1  filed on August 2, 1999 and as
     amended  by  Pre-Effective  Amendment  No. 2 to Form S-1 filed on August 11
     1999;

(b)  All reports filed by the Company  pursuant to Section 13(a) or 15(d) of the
     Exchange Act through the date hereof; and

(c)  The  description  of the common  stock,  par value  $.01 per share,  of the
     Company contained in the Company's Registration Statement on Form 8-A (File
     No.  000-26993)  filed  with the  Commission  on  August  10,  1999 and all
     amendments or reports filed for the purpose of updating such description.

     All  documents  subsequently  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.

                                      II-1
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 Nancy
Elliott,  Human  Resources  Director,  2707 Colby  Avenue,  Suite 600,  Everett,
Washington 98201, telephone number (425) 258-3645.

     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.

     In  accordance   with  the  Washington   Business   Corporation   Law,  RCW
ss.23B.08.570, Article XIII of the Registrant's Amended and Restated Articles 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  Washington  law and such law cannot be varied by
contract or bylaw.  Article  XIII also  provides  for the  authority to purchase
insurance with respect thereto.

     Washington  Business  Corporation  Law,  RCW  ss.23B.08.570   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

                                      II-2
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.

     Washington  Business   Corporation  Law,  RCW  ss.23B.08.570  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.

Item 7. Exemption from Registration Claimed.

     Not Applicable.

                                      II-3
Item 8. Exhibits.

Regulation                                                    Reference to Prior
  S-K                                                         Filing or Exhibit
 Exhibit                                                            Number
 Number     Document                                            Attached Hereto
--------------------------------------------------------------------------------
 4    Instruments defining the rights of security
       holders, including debentures:

      Articles of Incorporation of EverTrust Financial Group, Inc.    *

      Bylaws of EverTrust Financial Group, Inc.                      **

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

23    Consents of Independent Accountants and Counsel:

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

      Consent of Deloitte & Touche LLP                               23.2

24    Power of Attorney                                          Contained on
                                                                 Signature Page
------------------
*    Incorporated   hereby  by  reference  to  Exhibit  3.1  of  the   Company's
     Registration Statement on Form S-1 (Registration No. 333-81125).

**   Incorporated   hereby  by  reference  to  Exhibit  3.2  of  the   Company's
     Registration Statement on Form S-1 (Registration No. 333-81125).

     The Registrant  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

                                      II-4
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  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 Everett, State of Washington on October 18, 1999.

                                    EVERTRUST FINANCIAL GROUP, INC.

                                    By: /s/ Michael B. Hansen
                                        -------------------------------
                                       Michael B. Hansen, President
                                        and Chief Executive Officer
                                       (Duly Authorized Representative)

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and  appoints  Michael  B.  Hansen,   his  true  and  lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him 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  said  attorney-in-fact  and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

     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 dates indicated.

/s/Michael B. Hansen                             /s/Margaret B. Bavasi
------------------------------                   ------------------------------
Michael B. Hansen                                Margaret B. Bavasi
Chief Executive Officer, President               Chairman of the Board
and Director
(Principal Executive Officer)

/s/ Jeffrey R. Mitchell                          /s/Michael R. Deller
------------------------------                   ------------------------------
Jeffrey R. Mitchell                              Michael R. Deller
Vice President, Chief Financial Officer          Director
   and Treasurer
(Principal Financial and Accounting Officer)

                                      II-6
/s/R. Michael Kight                              /s/George S. Newland
------------------------------                   ------------------------------
R. Michael Kight                                 George S. Newland
Director                                         Director

/s/William J. Rucker                             /s/Thomas R. Collins
------------------------------                   ------------------------------
William J. Rucker                                Thomas R. Collins
Director                                         Director

/s/Thomas J. Gaffney                             /s/Robert A. Leach, Jr.
------------------------------                   ------------------------------
Thomas J. Gaffney                                Robert A. Leach, Jr.
Director                                         Director

                                      II-7
SIGNATURES

     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 Everett,  State of  Washington,  on
October 18, 1999.

                                           EverTrust Financial Group
                                           401(k) Employee Savings
                                           Profit Sharing Plan and Trust

 /s/ Barbara Berg                            /s/ Barbara Bloomfield
------------------------------              ------------------------------
Barbara Berg                                Barbara Bloomfield

Member, Administrative Committee            Member, Administrative Committee
Date:       October  18, 1999               Date:       October  18, 1999

 /s/ Lori Christenson                        /s/ Nancy Elliott
------------------------------              ------------------------------
Lori Christenson                            Nancy Elliott

Member, Administrative Committee            Member, Administrative Committee
Date:       October  18, 1999               Date:       October  18, 1999

 /s/ Jeff Mitchell                           /s/ Bill Raiser
------------------------------              ------------------------------
Jeff Mitchell                               Bill Raiser

Member, Administrative Committee            Member, Administrative Committee
Date:       October  18, 1999               Date:       October  18, 1999

 /s/ Bill Tuckett
------------------------------
Bill Tuckett

Member, Administrative Committee
Date:       October  18, 1999

                                      II-8
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   ----------

                                    EXHIBITS

                                       TO

                       REGISTRATION STATEMENT ON FORM S-8

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                   ----------
EVERTRUST FINANCIAL GROUP, INC.

                                  EXHIBIT INDEX

Regulation                                                    Reference to Prior
  S-K                                                         Filing or Exhibit
 Exhibit                                                            Number
 Number        Document                                        Attached Hereto
--------------------------------------------------------------------------------
 4    Instruments defining the rights of security
       holders, including debentures:

      Articles of Incorporation of EverTrust Financial Group, Inc.    *

      Bylaws of EverTrust Financial Group, Inc.                      **

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

23    Consents of  Independent Accountants and Counsel:

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

      Consent of Deloitte & Touche LLP                               23.2

24    Power of Attorney                                          Contained on
                                                                 Signature Page

*    Incorporated   hereby  by  reference  to  Exhibit  3.1  of  the   Company's
     Registration Statement on Form S-1 (Registration No. 333-81125).

**   Incorporated   hereby  by  reference  to  Exhibit  3.2  of  the   Company's
     Registration Statement on Form S-1 (Registration No. 333-81125).