As filed with the Securities and Exchange Commission on December 28, 1999
                                               Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


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


                           FIRST NILES FINANCIAL, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                      34-1870418
--------------------------------------------------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
 of incorporation or organization)

  55 North Main Street, Niles, Ohio                               44446
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

                           FIRST NILES FINANCIAL, INC.
                      1999 STOCK OPTION AND INCENTIVE PLAN
                                       AND
                       1999 RECOGNITION AND RETENTION PLAN
                            (Full title of the plan)

                            James S. Fleischer, P.C.
                             Michael S. Sadow, P.C.
                                Song A. Pak, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                             7th Floor - East Tower
                            1100 New York Avenue, NW
                              Washington, DC 20005
                     (Name and address of agent for service)

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

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------
<S>                                  <C>             <C>              <C>                <C>
                                                     Proposed maximum Proposed maximum
                                      Amount to be   offering price       aggregate          Amount of
Title of securities to be registered registered(1)     per share       offering price  registration fee
Common Stock, par value
 $0.01 per share                     245,615  shares     (2)            $3,084,434(2)         $815(2)
========================================================================================================
<FN>

(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended,  the
         Registration  Statement covers, in addition to the number of shares set
         forth above,  an  indeterminate  number of shares  which,  by reason of
         certain events  specified in the plans,  may become subject to the 1999
         Stock Option and Incentive Plan and the 1999  Recognition and Retention
         Plan.

(2)      Estimated in  accordance  with Rule  457(h),  solely for the purpose of
         calculating  the   registration   fee.  Of  the  245,615  shares  being
         registered  hereby:  (i) 157,896  shares are subject to options with an
         exercise price of $12.53 per share  ($1,978,436.80  in the  aggregate);
         (ii)  63,158  shares  granted  pursuant  to the  1999  Recognition  and
         Retention  Plan at a price equal to $12.53 as of the date of the grant;
         and (iii)  24,561  shares which have not been awarded to date are being
         registered  based upon the average of the high and low prices per share
         of the common stock on The Nasdaq Stock Market of $12.81 per share on
         December 27, 1999.
</FN>
</TABLE>


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

           The documents  containing the information  specified in Part I of the
Form S-8 will be sent or given to participants in First Niles Financial,  Inc.'s
1999 Stock  Option and  Incentive  Plan (the  "SOP")  and 1999  Recognition  and
Retention  Plan ( the "RRP") as specified by Rule  428(b)(1)  promulgated by the
Securities and Exchange  Commission ("SEC") under the Securities Act of 1933, as
amended (the "Securities Act").

         Such documents are not being filed with the SEC, but constitute  (along
with the documents  incorporated  by reference into the  registration  statement
pursuant to Item 3 of Part II of this registration statement), prospectuses that
meet the requirements of Section 10(a) of the Securities Act.

                                       I-2

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents previously or concurrently filed by First Niles
Financial,  Inc.  (the  "Company" or the  "Registrant")  with the SEC are hereby
incorporated by reference in this registration statement and the prospectuses to
which this registration statement relates:

     1.   The annual  report on Form  10-KSB of the  Company for the fiscal year
          ended  December  31, 1998 (File No.  0-24849)  filed  pursuant to Rule
          13a-1 of the  Securities  and  Exchange  Act of 1934,  as amended (the
          "Exchange Act").

     2.   The quarterly  reports on Form 10-KSB of the Company for the quarterly
          periods  ended March 31, 1999,  June 30, 1999 and  September 30, 1999;
          and Current Reports on Form 8-K filed on May 24, 1999 and November 15,
          1999.

     3.   The description of the Company common stock contained in the Company's
          Registration  Statement  on Form 8-A dated  August  28,  1998 (and any
          amendments   or  reports   filed  for  the  purpose  of  updating  the
          description).

         All documents  subsequently  filed by the Company with the SEC pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, 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
prospectuses 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 prospectuses
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
prospectuses.

         The Company  shall  furnish  without  charge to each person to whom the
prospectuses  are  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: George J. Swift, Secretary,  First Niles Financial,  Inc., 55 North
Main Street, Niles, Ohio 44446, telephone number (330) 652-2539.

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


                                      II-1

<PAGE>




Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The  Tenth  Article  of  the  Company's  Certificate  of  Incorporation
provides for  indemnification  of its directors and officers 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.  The Tenth Article also provides
for the authority to purchase insurance with respect thereto.

         Section  145 of the  General  Corporation  Law of the State of Delaware
authorizes a  corporation's  board of directors to grant indemnity under certain
circumstances  to directors and  officers,  when made, or threatened to be made,
parties to certain  proceedings  by reason of such status with the  corporation,
against judgments,  fines, settlements and expenses,  including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against
expenses  actually and  reasonably  incurred in defense of a proceeding by or on
behalf  of  the  corporation.   Similarly,   the   corporation,   under  certain
circumstances,  is  authorized  to  indemnify  directors  and  officers of other
corporations  or  enterprises  who are  serving  as such at the  request  of the
corporation,  when such persons are made, or  threatened to be made,  parties to
certain  proceedings  by  reason  of  such  status,  against  judgments,  fines,
settlements  and  expenses,   including   attorneys'  fees;  and  under  certain
circumstances,  such persons may be indemnified  against  expenses  actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise.  Indemnification  is
permitted  where such person (i) was acting in good faith;  (ii) was acting in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the corporation or other corporation or enterprise,  as appropriate;  (iii) with
respect to a criminal proceeding, has 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  of directors and officers
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 who are not parties to such action,  suit or  proceeding,  even though
less than a quorum,  or (ii) by a  committee  of such  directors  designated  by
majority  vote of such  directors,  even though less than a quorum,  or (iii) if
there are no such  directors,  or if such  directors so direct,  by  independent
legal counsel in a written opinion, or (iv) 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

                                      II-2

<PAGE>



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.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See the Exhibits Index to this Registration Statement.

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

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

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

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

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

                  provided,  however,  that clauses (i) and (ii) do not apply if
                  the  information  required to be included in a  post-effective
                  amendment by those  clauses is  contained in periodic  reports
                  filed  with  or  furnished  to  the  Securities  and  Exchange
                  Commission by the Registrant pursuant to Section 13 or Section
                  15(d) of the  Exchange  Act of 1934 that are  incorporated  by
                  reference in the registration statement.


                                      II-3

<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
         SEC such  indemnification  is against public policy as expressed in the
         Securities Act of 1933 and is, therefore,  unenforceable.  In the event
         that a claim for  indemnification  against such liabilities (other than
         the  payment  by the  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
         Securities  Act of 1933 and will be governed by the final  adjudication
         of such issue.


                                      II-4

<PAGE>



                                   SIGNATURES

         The Registrant.  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 has duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Niles, State of Ohio, on December 28, 1999.

                                  FIRST NILES FINANCIAL, INC.



                                  By:  /s/ William L. Stephens
                                     -------------------------------------------
                                     William L. Stephens, Chairman of the Board,
                                     President and Chief Executive Officer
                                     (Duly Authorized Representative)


                                POWER OF ATTORNEY

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



By: /s/ William L. Stephens               By:  /s/ George J. Swift
   ------------------------------------       ----------------------------------
   William L. Stephens, Chairman of the       George J. Swift, Vice President
   Board, President and Chief Executive       and Secretary
   Officer                                    Principal Financial and Operating
   (Principal Executive Officer)              Officer)


Date:  December 28, 1999                  Date:  December 28, 1999



                                      II-5

<PAGE>





By: /s/ P. James Kramer                    By:  /s/ Horace L. McLean
   ------------------------------------       ----------------------------------
   P. James Kramer, Director                  Horace L. McLean, Director


Date:  December 28, 1999                   Date:  December 28, 1999


By:  /s/ Ralph A. Zuzolo                   By:  /s/ Thomas G. Maley
   ------------------------------------       ----------------------------------
   Ralph A. Zuzolo, Director                  Thomas G. Maley, Controller
                                              (Principal Accounting Officer)

Date:  December 28, 1999                   Date:  December 28, 1999









                                      II-6

<PAGE>




                                 EXHIBITS INDEX


Exhibit
 Number                      Description of Exhibits
--------------------------------------------------------------------------------

 4.1     Certificate of Incorporation  of First Niles Financial,  Inc., filed on
         July 10, 1998 as Exhibit 3.1 to Registrant's  Registration Statement on
         Form SB-2 (File No. 333-58883), is incorporated herein by reference.

 4.2     Bylaws  of First  Niles  Financial,  Inc.,  filed  on July 10,  1998 as
         Exhibit 3.2 to Registrant's  Registration  Statement on Form SB-2 (File
         No. 333- 58883), is incorporated herein by reference.

 4.3     Form of Certificate of Common Stock,  filed on July 10, 1998 as Exhibit
         4 to  Registrant's  Registration  Statement on Form SB-2 (File No. 333-
         58883), is incorporated herein by reference.

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

23.1     Consent of Anness, Gerlach & Williams.

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

24       Power of Attorney (included in signature pages).

99.1     First Niles Financial,  Inc. 1999 Stock Option and Incentive Plan filed
         on November 12, 1999 as Appendix A to  Registrant's  Proxy Statement on
         Schedule 14A (File No. 000-24849), is incorporated herein by reference.

99.2     First Niles  Financial,  Inc. 1999 Recognition and Retention Plan filed
         on November 12, 1999 as Appendix B to  Registrant's  Proxy Statement on
         Schedule 14A (File No. 000-24849), is incorporated herein by reference.





                                      II-7
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION OF BENEFIT PLANS", "secsgml_size_bytes": 22816}]
{"company-data": {"conformed-name": "FIRST NILES FINANCIAL INC", "cik": "0001065823", "assigned-sic": "6035", "irs-number": "341870418", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93677", "film-number": "99781320"}, "business-address": {"street1": "55 NORTH MAIN STREET", "city": "NILES", "state": "OH", "zip": "44446", "phone": "3306522539"}, "mail-address": {"street1": "55 NORTH MAIN STREET", "city": "NILES", "state": "OH", "zip": "44446"}}
As filed with the Securities and Exchange Commission on December 28, 1999
                                               Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                           FIRST NILES FINANCIAL, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                      34-1870418
--------------------------------------------------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
 of incorporation or organization)

  55 North Main Street, Niles, Ohio                               44446
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

                           FIRST NILES FINANCIAL, INC.
                      1999 STOCK OPTION AND INCENTIVE PLAN
                                       AND
                       1999 RECOGNITION AND RETENTION PLAN
                            (Full title of the plan)

                            James S. Fleischer, P.C.
                             Michael S. Sadow, P.C.
                                Song A. Pak, Esq.
                         Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                             7th Floor - East Tower
                            1100 New York Avenue, NW
                              Washington, DC 20005
                     (Name and address of agent for service)

                                 (202) 414-6100
--------------------------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
                                      Amount to be   offering price       aggregate          Amount of
Title of securities to be registered registered(1)     per share       offering price  registration fee
Common Stock, par value
 $0.01 per share                     245,615  shares     (2)            $3,084,434(2)         $815(2)
========================================================================================================
(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended,  the
         Registration  Statement covers, in addition to the number of shares set
         forth above,  an  indeterminate  number of shares  which,  by reason of
         certain events  specified in the plans,  may become subject to the 1999
         Stock Option and Incentive Plan and the 1999  Recognition and Retention
         Plan.

(2)      Estimated in  accordance  with Rule  457(h),  solely for the purpose of
         calculating  the   registration   fee.  Of  the  245,615  shares  being
         registered  hereby:  (i) 157,896  shares are subject to options with an
         exercise price of $12.53 per share  ($1,978,436.80  in the  aggregate);
         (ii)  63,158  shares  granted  pursuant  to the  1999  Recognition  and
         Retention  Plan at a price equal to $12.53 as of the date of the grant;
         and (iii)  24,561  shares which have not been awarded to date are being
         registered  based upon the average of the high and low prices per share
         of the common stock on The Nasdaq Stock Market of $12.81 per share on
         December 27, 1999.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

           The documents  containing the information  specified in Part I of the
Form S-8 will be sent or given to participants in First Niles Financial,  Inc.'s
1999 Stock  Option and  Incentive  Plan (the  "SOP")  and 1999  Recognition  and
Retention  Plan ( the "RRP") as specified by Rule  428(b)(1)  promulgated by the
Securities and Exchange  Commission ("SEC") under the Securities Act of 1933, as
amended (the "Securities Act").

         Such documents are not being filed with the SEC, but constitute  (along
with the documents  incorporated  by reference into the  registration  statement
pursuant to Item 3 of Part II of this registration statement), prospectuses that
meet the requirements of Section 10(a) of the Securities Act.

                                       I-2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents previously or concurrently filed by First Niles
Financial,  Inc.  (the  "Company" or the  "Registrant")  with the SEC are hereby
incorporated by reference in this registration statement and the prospectuses to
which this registration statement relates:

     1.   The annual  report on Form  10-KSB of the  Company for the fiscal year
          ended  December  31, 1998 (File No.  0-24849)  filed  pursuant to Rule
          13a-1 of the  Securities  and  Exchange  Act of 1934,  as amended (the
          "Exchange Act").

     2.   The quarterly  reports on Form 10-KSB of the Company for the quarterly
          periods  ended March 31, 1999,  June 30, 1999 and  September 30, 1999;
          and Current Reports on Form 8-K filed on May 24, 1999 and November 15,
          1999.

     3.   The description of the Company common stock contained in the Company's
          Registration  Statement  on Form 8-A dated  August  28,  1998 (and any
          amendments   or  reports   filed  for  the  purpose  of  updating  the
          description).

         All documents  subsequently  filed by the Company with the SEC pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, 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
prospectuses 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 prospectuses
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
prospectuses.

         The Company  shall  furnish  without  charge to each person to whom the
prospectuses  are  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: George J. Swift, Secretary,  First Niles Financial,  Inc., 55 North
Main Street, Niles, Ohio 44446, telephone number (330) 652-2539.

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

                                      II-1
Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The  Tenth  Article  of  the  Company's  Certificate  of  Incorporation
provides for  indemnification  of its directors and officers 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.  The Tenth Article also provides
for the authority to purchase insurance with respect thereto.

         Section  145 of the  General  Corporation  Law of the State of Delaware
authorizes a  corporation's  board of directors to grant indemnity under certain
circumstances  to directors and  officers,  when made, or threatened to be made,
parties to certain  proceedings  by reason of such status with the  corporation,
against judgments,  fines, settlements and expenses,  including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against
expenses  actually and  reasonably  incurred in defense of a proceeding by or on
behalf  of  the  corporation.   Similarly,   the   corporation,   under  certain
circumstances,  is  authorized  to  indemnify  directors  and  officers of other
corporations  or  enterprises  who are  serving  as such at the  request  of the
corporation,  when such persons are made, or  threatened to be made,  parties to
certain  proceedings  by  reason  of  such  status,  against  judgments,  fines,
settlements  and  expenses,   including   attorneys'  fees;  and  under  certain
circumstances,  such persons may be indemnified  against  expenses  actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise.  Indemnification  is
permitted  where such person (i) was acting in good faith;  (ii) was acting in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the corporation or other corporation or enterprise,  as appropriate;  (iii) with
respect to a criminal proceeding, has 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  of directors and officers
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 who are not parties to such action,  suit or  proceeding,  even though
less than a quorum,  or (ii) by a  committee  of such  directors  designated  by
majority  vote of such  directors,  even though less than a quorum,  or (iii) if
there are no such  directors,  or if such  directors so direct,  by  independent
legal counsel in a written opinion, or (iv) 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

                                      II-2
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.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See the Exhibits Index to this Registration Statement.

Item 9.  Undertakings.

(a)      The undersigned Registrant hereby undertakes:

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

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

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

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

                  provided,  however,  that clauses (i) and (ii) do not apply if
                  the  information  required to be included in a  post-effective
                  amendment by those  clauses is  contained in periodic  reports
                  filed  with  or  furnished  to  the  Securities  and  Exchange
                  Commission by the Registrant pursuant to Section 13 or Section
                  15(d) of the  Exchange  Act of 1934 that are  incorporated  by
                  reference in the registration statement.

                                      II-3
(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
         SEC such  indemnification  is against public policy as expressed in the
         Securities Act of 1933 and is, therefore,  unenforceable.  In the event
         that a claim for  indemnification  against such liabilities (other than
         the  payment  by the  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
         Securities  Act of 1933 and will be governed by the final  adjudication
         of such issue.

                                      II-4
SIGNATURES

         The Registrant.  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 has duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Niles, State of Ohio, on December 28, 1999.

                                  FIRST NILES FINANCIAL, INC.

                                  By:  /s/ William L. Stephens
                                     -------------------------------------------
                                     William L. Stephens, Chairman of the Board,
                                     President and Chief Executive Officer
                                     (Duly Authorized Representative)

                                POWER OF ATTORNEY

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

By: /s/ William L. Stephens               By:  /s/ George J. Swift
   ------------------------------------       ----------------------------------
   William L. Stephens, Chairman of the       George J. Swift, Vice President
   Board, President and Chief Executive       and Secretary
   Officer                                    Principal Financial and Operating
   (Principal Executive Officer)              Officer)

Date:  December 28, 1999                  Date:  December 28, 1999

                                      II-5
By: /s/ P. James Kramer                    By:  /s/ Horace L. McLean
   ------------------------------------       ----------------------------------
   P. James Kramer, Director                  Horace L. McLean, Director

Date:  December 28, 1999                   Date:  December 28, 1999

By:  /s/ Ralph A. Zuzolo                   By:  /s/ Thomas G. Maley
   ------------------------------------       ----------------------------------
   Ralph A. Zuzolo, Director                  Thomas G. Maley, Controller
                                              (Principal Accounting Officer)

Date:  December 28, 1999                   Date:  December 28, 1999

                                      II-6
EXHIBITS INDEX

Exhibit
 Number                      Description of Exhibits
--------------------------------------------------------------------------------

 4.1     Certificate of Incorporation  of First Niles Financial,  Inc., filed on
         July 10, 1998 as Exhibit 3.1 to Registrant's  Registration Statement on
         Form SB-2 (File No. 333-58883), is incorporated herein by reference.

 4.2     Bylaws  of First  Niles  Financial,  Inc.,  filed  on July 10,  1998 as
         Exhibit 3.2 to Registrant's  Registration  Statement on Form SB-2 (File
         No. 333- 58883), is incorporated herein by reference.

 4.3     Form of Certificate of Common Stock,  filed on July 10, 1998 as Exhibit
         4 to  Registrant's  Registration  Statement on Form SB-2 (File No. 333-
         58883), is incorporated herein by reference.

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

23.1     Consent of Anness, Gerlach & Williams.

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

24       Power of Attorney (included in signature pages).

99.1     First Niles Financial,  Inc. 1999 Stock Option and Incentive Plan filed
         on November 12, 1999 as Appendix A to  Registrant's  Proxy Statement on
         Schedule 14A (File No. 000-24849), is incorporated herein by reference.

99.2     First Niles  Financial,  Inc. 1999 Recognition and Retention Plan filed
         on November 12, 1999 as Appendix B to  Registrant's  Proxy Statement on
         Schedule 14A (File No. 000-24849), is incorporated herein by reference.

                                      II-7