<PAGE>

 As filed with the Securities and Exchange Commission on November _____, 2000

                                                           Registration No. 333-
================================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                          First Place Financial Corp.
            (Exact name of registrant as specified in its charter)

           DELAWARE                                         34-1880130
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                            185 East Market Street
                              Warren, Ohio  44482
          (Address of Principal Executive Offices including zip code)

                          First Place Financial Corp.
                              1999 INCENTIVE PLAN
                           (Full Title of the Plan)

                                Steven R. Lewis
                     President and Chief Executive Officer
                          First Place Financial Corp.
                            185 East Market Street
                              Warren, Ohio  44482
                                (330) 373-1221
                  (Name and address of agent for services and
                    telephone number, including area code)

                                  Copies to:
                        Joseph G. Passaic, Jr., Esquire
                               Patton Boggs LLP
                              2550 M Street, N.W.
                             Washington, DC 20037
                                (202) 457-6000

  If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /
                                 ---
<TABLE>
<CAPTION>
====================================================================================================================================
                                                            Proposed
  Title of Securities to be        Amount to be         Maximum Offering           Estimated Maximum                  Amount of
        Registered                 Registered(1)         Price Per Share        Aggregate Offering Price           Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                  <C>                     <C>                                <C>
 Common Stock, $.01 par
   Value per Share                   1,124,125                  (3)                    $13,578,608                     $3,775.00
====================================================================================================================================
</TABLE>

(1)  Together with an indeterminate number of additional shares which may be
 necessary to adjust the number of shares reserved for issuance pursuant to the
 First Place Financial Corp. 1999 Incentive Plan (the "Plan") as the result of a
 stock split, stock dividend or similar adjustment of the outstanding Common
 Stock of First Place Financial Corp. pursuant to 17 C.F.R. (S)230.416(a).
(2)  Represents the total number of shares currently reserved or available for
issuance as options pursuant to the Plan.
(3)  The sum of the weighted average exercise price of $12.3125 per share
multiplied by options for 1,007,600 shares under the Plan that have been granted
to date and the market value of the Common Stock on November 6, 2000 as
determined by the last reported price quoted on the Nasdaq Stock Market of
$10.0625 multiplied by 116,525 shares for which options have not yet been
granted under the Plan.

This Registration Statement shall become effective immediately upon filing in
accordance with Section 8(a) of the Securities Act of 1933, as amended, (the
"Securities Act") and 17 C.F.R. (S) 230.462.
<PAGE>

                          FIRST PLACE FINANCIAL CORP.

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

ITEMS 1 & 2. The documents containing the information for the First Place
Financial Corp. (the "Company" or the "Registrant") 1999 Incentive Plan (the
"Plan") required by Part I of the Registration Statement will be sent or given
to the participants in the Plan as specified by Rule 428(b)(1). Such document is
not filed with the Securities and Exchange Commission ("SEC") either as a part
of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed or to be filed with the SEC are
incorporated by reference in this Registration Statement:

         (a)   The Company's Annual Report on Form 10-K for the fiscal year
               ended June 30, 2000 as filed on August 16, 2000 (File No. 0-
               25049) pursuant to Section 13(a) of the Securities Exchange Act
               of 1934, as amended (the "Exchange Act").

         (b)   The Company has filed five current reports on Form 8-K ("Form 8-
               K") since the end of the June 30, 2000 fiscal year. The Form 8-
               K's were filed on July 21, 2000, July 12, 2000, July 12, 2000
               October 20, 2000 and October 27, 2000.

         (c)   The description of Registrant's Common Stock contained in
               Registrant's the Company's Registration Statement on Form S-4
               (File No. 333-44108) filed with the SEC pursuant to Section 5 of
               the Securities Act of 1933, as amended, on August 18, 2000
               ("Registration Statement") and Amendment No. 1 to the
               Registration Statement filed with the SEC on October 11, 2000.

         (d)   All documents filed by the Registrant pursuant to Section 13(a)
               and (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 have been sold or which
               deregisters all securities then remaining unsold.

         ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT
TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY
FILED DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN, 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.

ITEM 4.   DESCRIPTION OF SECURITIES

         The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.
<PAGE>

     The validity of the Common Stock offered hereby has been passed upon by
Patton Boggs LLP, Washington, D.C., for the Registrant attached hereto as
Exhibit 5.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles Tenth and Eleventh
of the Registrant's Certificate of Incorporation provide as follows (Note the
"Company" is referred to as the "Corporation" in Articles Tenth and Eleventh):

TENTH:
-----

               A.   Each person who was or is made a party or is threatened to
     be made a party to or is otherwise involved in any action, suit or
     proceeding, whether civil, criminal, administrative or investigative
     (hereinafter a "proceeding"), by reason of the fact that he or she is or
     was a Director or an Officer of the Corporation or is or was serving at the
     request of the Corporation as a Director, Officer, employee or agent of
     another corporation or of a partnership, joint venture, trust or other
     enterprise, including service with respect to an employee benefit plan
     (hereinafter an "indemnitee"), whether the basis of such proceeding is
     alleged action in an official capacity as a Director, Officer, employee or
     agent or in any other capacity while serving as a Director, Officer,
     employee or agent, shall be indemnified and held harmless by the
     Corporation to the fullest extent authorized by the Delaware General
     Corporation Law, as the same exists or may hereafter be amended (but, in
     the case of any such amendment, only to the extent that such amendment
     permits the Corporation to provide broader indemnification rights than such
     law permitted the Corporation to provide prior to such amendment), against
     all expense, liability and loss (including attorneys' fees, judgments,
     fines, ERISA excise taxes or penalties and amounts paid in settlement)
     reasonably incurred or suffered by such indemnitee in connection therewith;
     provided, however, that, except as provided in Section C hereof with
     respect to proceedings to enforce rights to indemnification, the
     Corporation shall indemnify any such indemnitee in connection with a
     proceeding against the Corporation (or part thereof) initiated by such
     indemnitee only if such proceeding (or part thereof) was authorized by the
     Board of Directors of the Corporation.

               B.   The right to indemnification conferred in Section A of this
     Article TENTH shall include the right to be paid by the Corporation the
     expenses incurred in defending any such proceeding in advance of its final
     disposition (hereinafter and "advancement of expenses"); provided, however,
     that, if the Delaware General Corporation Law requires, an advancement of
     expenses incurred by an indemnitee in his or her capacity as a Director or
     Officer (and not in any other capacity in which service was or is rendered
     by such indemnitee, including, without limitation, services to an employee
     benefit plan) shall be made only upon delivery to the Corporation of an
     undertaking (hereinafter an "undertaking"), by or on behalf of such
     indemnitee, to repay all amounts so advanced if it shall ultimately be
     determined by final judicial decision from which there is no further right
     to appeal (hereinafter a "final adjudication") that such indemnitee is not
     entitled to be indemnified for such expenses under this Section or
     otherwise. The rights to indemnification and to the advancement of expenses
     conferred in Sections A and B of this Article TENTH shall be contract
     rights and such rights shall continue as to an indemnitee who has ceased to
     be a Director, Officer, employee or agent and shall inure to the benefit of
     the indemnitee's heirs, executors and administrators.

               C.   If a claim under Section A or B of this Article TENTH is not
     paid in full by the Corporation within sixty days after a written claim has
     been received by the Corporation, except in the case of a claim for an
     advancement of expenses, in which case the applicable period shall be
     twenty days, the indemnitee may at any time thereafter bring suit against
     the Corporation to recover the unpaid amount of the claim. If successful in
     whole or in part in any such suit, or in a suit brought by the Corporation
     to recover an advancement of expenses pursuant to the terms of an
     undertaking, the indemnitee shall be entitled to be paid also the expenses
     of prosecuting or defending such suit. In (i) any suit brought by the
     indemnitee to enforce a right to indemnification hereunder (but not in a
     suit brought by the indemnitee to enforce a right to an advancement of
     expenses) it shall be a defense that, and (ii) in any suit by the
     Corporation to recover an advancement of expenses the Corporation shall be
     entitled to recover such expenses upon a final
<PAGE>

     adjudication that, the indemnitee has not met any applicable standard for
     indemnification set forth in the Delaware General Corporation Law. Neither
     the failure of the Corporation (including its Board of Directors,
     independent legal counsel, or its stockholders) to have made a
     determination prior to the commencement of such suit that indemnification
     of the indemnitee is proper in the circumstances because the indemnitee has
     met the applicable standard of conduct set forth in the Delaware General
     Corporation Law, nor an actual determination by the Corporation (including
     its Board of Directors, independent legal counsel, or its stockholders)
     that the indemnitee has not met such applicable standard of conduct, shall
     create a presumption that the indemnitee has not met the applicable
     standard of conduct or, in the case of such a suit brought by the
     indemnitee, be a defense to such suit. In any suit brought by the
     indemnitee to enforce a right to indemnification or to an advancement of
     expenses hereunder, or by the Corporation to recover an advancement of
     expenses pursuant to the terms of an undertaking, the burden of proving
     that the indemnitee is not entitled to be indemnified, or to such
     advancement of expenses, under this Article TENTH or otherwise shall be on
     the Corporation.

          D.   The rights to indemnification and to the advancement of expenses
     conferred in this Article TENTH shall not be exclusive of any other right
     which any person may have or hereafter acquire under any statute, the
     Corporation's Certificate of Incorporation, Bylaws, agreement, vote of
     stockholders or Disinterested Directors or otherwise.

          E.   The Corporation may maintain insurance, at its expense, to
     protect itself and any Director, Officer, employee or agent of the
     Corporation or subsidiary or Affiliate or another corporation, partnership,
     joint venture, trust or other enterprise against any expense, liability or
     loss, whether or not the Corporation would have the power to indemnify such
     person against such expense, liability or loss under the Delaware General
     Corporation Law.

          F.   The Corporation may, to the extent authorized from time to time
     by the Board of Directors, grant rights to indemnification and to the
     advancement of expenses to any employee or agent of the Corporation to the
     fullest extent of the provisions of this Article TENTH with respect to the
     indemnification and advancement of expenses of Directors and Officers of
     the Corporation.

     ELEVENTH:     A Director of this Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director, except for liability: (i) for any breach of the
Director's duty of loyalty to the Corporation or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which the Director derived an
improper personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.

     Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
Director of the Corporation existing at the time of such repeal or modification.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

       Not Applicable.
<PAGE>

ITEM 8. LIST OF EXHIBITS.

     The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):

     4      Stock Certificate of First Place Financial Corp.(1)
     5      Opinion of Patton Boggs LLP, Washington, DC, as to the legality of
            the Common Stock registered hereby.
     23.1   Consent of Patton Boggs LLP (included in Exhibit 5)
     23.2   Consent of Crowe Chizek and Company LLP
     24     Power of Attorney is located on the signature page to this
            Registration Statement.

     ________________
     1 Incorporated herein by reference from Exhibit 4.0 contained in the
     Registration Statement on Form S-1 filed with the SEC on September 9, 1998
     (SEC File No. 333-63099).

ITEM 9. UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

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

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

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

     unless the information required by (i) and (ii) is contained in periodic
     reports filed by the Registrant pursuant to Section 13 or 15(d) of the
     Exchange Act that are incorporated by reference into this Registration
     Statement;

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

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

(4)  That, for purposes of determining any liability under the Securities Act,
     each filing of the Registrant's annual report pursuant to Section 13(a) or
     Section 15(d) of the Exchange Act 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.
<PAGE>

(5)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors, officers and controlling persons of
     the Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

<PAGE>

CONFORMED
                                  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 of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Warren, State of Ohio, November 6, 2000.

                                    FIRST PLACE FINANCIAL CORP.


                                    By: /s/ Steven R. Lewis
                                    ---------------------------------------
                                    Steven R. Lewis
                                    President and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven R. Lewis as the true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for such
person and in such person's name, place and stead, in any and all capacities, to
sign any or all amendments to this Registration Statement, and to file the same,
with all exhibits thereto and 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 in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully or do cause to be done by virtue hereof.

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


<TABLE>
<CAPTION>

       Name                                    Title                                      Date

<S>                           <C>                                             <C>
/s/ Steven R. Lewis               President, Chief Executive Officer and             November 6, 2000
----------------------------      Director
Steven R. Lewis                   (principal executive officer)

/s/ Richard K. Smith              Vice President and Chief Financial Officer,        November 6, 2000
----------------------------      (principal financial officer)
Richard K. Smith

/s/ George J. Gentithes           Director                                           November 6, 2000
----------------------------
George J. Gentithes

/s/ Robert P. Grace               Director                                           November 6, 2000
----------------------------
Robert P. Grace

/s/ Thomas M. Humphries           Director                                           November 6, 2000
----------------------------
Thomas M. Humphries

/s/Rrobert S. McGeough            Director                                           November 6, 2000
----------------------------
Robert S. McGeough

/s/ E. Jeffrey Rossi              Director                                           November 6, 2000
----------------------------
E. Jeffrey Rossi

/s/ Earl Kissell                  Director                                           November 6, 2000
----------------------------
Earl Kissell
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 24863}]
{"company-data": {"conformed-name": "FIRST PLACE FINANCIAL CORP /DE/", "cik": "0001068912", "assigned-sic": "6035", "irs-number": "341880130", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50510", "film-number": "775644"}, "business-address": {"street1": "185 E MARKET ST", "city": "WARREN", "state": "OH", "zip": "44482", "phone": "3303731221"}, "mail-address": {"street1": "185 EAST MARKET ST", "city": "WARREN", "state": "OH", "zip": "44482"}}
As filed with the Securities and Exchange Commission on November _____, 2000

                                                           Registration No. 333-
================================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933
                          First Place Financial Corp.
            (Exact name of registrant as specified in its charter)

           DELAWARE                                         34-1880130
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                            185 East Market Street
                              Warren, Ohio  44482
          (Address of Principal Executive Offices including zip code)

                          First Place Financial Corp.
                              1999 INCENTIVE PLAN
                           (Full Title of the Plan)

                                Steven R. Lewis
                     President and Chief Executive Officer
                          First Place Financial Corp.
                            185 East Market Street
                              Warren, Ohio  44482
                                (330) 373-1221
                  (Name and address of agent for services and
                    telephone number, including area code)

                                  Copies to:
                        Joseph G. Passaic, Jr., Esquire
                               Patton Boggs LLP
                              2550 M Street, N.W.
                             Washington, DC 20037
                                (202) 457-6000

  If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /
                                 ---
====================================================================================================================================
                                                            Proposed
  Title of Securities to be        Amount to be         Maximum Offering           Estimated Maximum                  Amount of
        Registered                 Registered(1)         Price Per Share        Aggregate Offering Price           Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par
   Value per Share                   1,124,125                  (3)                    $13,578,608                     $3,775.00
====================================================================================================================================
(1)  Together with an indeterminate number of additional shares which may be
 necessary to adjust the number of shares reserved for issuance pursuant to the
 First Place Financial Corp. 1999 Incentive Plan (the "Plan") as the result of a
 stock split, stock dividend or similar adjustment of the outstanding Common
 Stock of First Place Financial Corp. pursuant to 17 C.F.R. (S)230.416(a).
(2)  Represents the total number of shares currently reserved or available for
issuance as options pursuant to the Plan.
(3)  The sum of the weighted average exercise price of $12.3125 per share
multiplied by options for 1,007,600 shares under the Plan that have been granted
to date and the market value of the Common Stock on November 6, 2000 as
determined by the last reported price quoted on the Nasdaq Stock Market of
$10.0625 multiplied by 116,525 shares for which options have not yet been
granted under the Plan.

This Registration Statement shall become effective immediately upon filing in
accordance with Section 8(a) of the Securities Act of 1933, as amended, (the
"Securities Act") and 17 C.F.R. (S) 230.462.
FIRST PLACE FINANCIAL CORP.

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

ITEMS 1 & 2. The documents containing the information for the First Place
Financial Corp. (the "Company" or the "Registrant") 1999 Incentive Plan (the
"Plan") required by Part I of the Registration Statement will be sent or given
to the participants in the Plan as specified by Rule 428(b)(1). Such document is
not filed with the Securities and Exchange Commission ("SEC") either as a part
of this Registration Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed or to be filed with the SEC are
incorporated by reference in this Registration Statement:

         (a)   The Company's Annual Report on Form 10-K for the fiscal year
               ended June 30, 2000 as filed on August 16, 2000 (File No. 0-
               25049) pursuant to Section 13(a) of the Securities Exchange Act
               of 1934, as amended (the "Exchange Act").

         (b)   The Company has filed five current reports on Form 8-K ("Form 8-
               K") since the end of the June 30, 2000 fiscal year. The Form 8-
               K's were filed on July 21, 2000, July 12, 2000, July 12, 2000
               October 20, 2000 and October 27, 2000.

         (c)   The description of Registrant's Common Stock contained in
               Registrant's the Company's Registration Statement on Form S-4
               (File No. 333-44108) filed with the SEC pursuant to Section 5 of
               the Securities Act of 1933, as amended, on August 18, 2000
               ("Registration Statement") and Amendment No. 1 to the
               Registration Statement filed with the SEC on October 11, 2000.

         (d)   All documents filed by the Registrant pursuant to Section 13(a)
               and (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 have been sold or which
               deregisters all securities then remaining unsold.

         ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT
TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY
FILED DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN, 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.

ITEM 4.   DESCRIPTION OF SECURITIES

         The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.
The validity of the Common Stock offered hereby has been passed upon by
Patton Boggs LLP, Washington, D.C., for the Registrant attached hereto as
Exhibit 5.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles Tenth and Eleventh
of the Registrant's Certificate of Incorporation provide as follows (Note the
"Company" is referred to as the "Corporation" in Articles Tenth and Eleventh):

TENTH:
-----

               A.   Each person who was or is made a party or is threatened to
     be made a party to or is otherwise involved in any action, suit or
     proceeding, whether civil, criminal, administrative or investigative
     (hereinafter a "proceeding"), by reason of the fact that he or she is or
     was a Director or an Officer of the Corporation or is or was serving at the
     request of the Corporation as a Director, Officer, employee or agent of
     another corporation or of a partnership, joint venture, trust or other
     enterprise, including service with respect to an employee benefit plan
     (hereinafter an "indemnitee"), whether the basis of such proceeding is
     alleged action in an official capacity as a Director, Officer, employee or
     agent or in any other capacity while serving as a Director, Officer,
     employee or agent, shall be indemnified and held harmless by the
     Corporation to the fullest extent authorized by the Delaware General
     Corporation Law, as the same exists or may hereafter be amended (but, in
     the case of any such amendment, only to the extent that such amendment
     permits the Corporation to provide broader indemnification rights than such
     law permitted the Corporation to provide prior to such amendment), against
     all expense, liability and loss (including attorneys' fees, judgments,
     fines, ERISA excise taxes or penalties and amounts paid in settlement)
     reasonably incurred or suffered by such indemnitee in connection therewith;
     provided, however, that, except as provided in Section C hereof with
     respect to proceedings to enforce rights to indemnification, the
     Corporation shall indemnify any such indemnitee in connection with a
     proceeding against the Corporation (or part thereof) initiated by such
     indemnitee only if such proceeding (or part thereof) was authorized by the
     Board of Directors of the Corporation.

               B.   The right to indemnification conferred in Section A of this
     Article TENTH shall include the right to be paid by the Corporation the
     expenses incurred in defending any such proceeding in advance of its final
     disposition (hereinafter and "advancement of expenses"); provided, however,
     that, if the Delaware General Corporation Law requires, an advancement of
     expenses incurred by an indemnitee in his or her capacity as a Director or
     Officer (and not in any other capacity in which service was or is rendered
     by such indemnitee, including, without limitation, services to an employee
     benefit plan) shall be made only upon delivery to the Corporation of an
     undertaking (hereinafter an "undertaking"), by or on behalf of such
     indemnitee, to repay all amounts so advanced if it shall ultimately be
     determined by final judicial decision from which there is no further right
     to appeal (hereinafter a "final adjudication") that such indemnitee is not
     entitled to be indemnified for such expenses under this Section or
     otherwise. The rights to indemnification and to the advancement of expenses
     conferred in Sections A and B of this Article TENTH shall be contract
     rights and such rights shall continue as to an indemnitee who has ceased to
     be a Director, Officer, employee or agent and shall inure to the benefit of
     the indemnitee's heirs, executors and administrators.

               C.   If a claim under Section A or B of this Article TENTH is not
     paid in full by the Corporation within sixty days after a written claim has
     been received by the Corporation, except in the case of a claim for an
     advancement of expenses, in which case the applicable period shall be
     twenty days, the indemnitee may at any time thereafter bring suit against
     the Corporation to recover the unpaid amount of the claim. If successful in
     whole or in part in any such suit, or in a suit brought by the Corporation
     to recover an advancement of expenses pursuant to the terms of an
     undertaking, the indemnitee shall be entitled to be paid also the expenses
     of prosecuting or defending such suit. In (i) any suit brought by the
     indemnitee to enforce a right to indemnification hereunder (but not in a
     suit brought by the indemnitee to enforce a right to an advancement of
     expenses) it shall be a defense that, and (ii) in any suit by the
     Corporation to recover an advancement of expenses the Corporation shall be
     entitled to recover such expenses upon a final
adjudication that, the indemnitee has not met any applicable standard for
     indemnification set forth in the Delaware General Corporation Law. Neither
     the failure of the Corporation (including its Board of Directors,
     independent legal counsel, or its stockholders) to have made a
     determination prior to the commencement of such suit that indemnification
     of the indemnitee is proper in the circumstances because the indemnitee has
     met the applicable standard of conduct set forth in the Delaware General
     Corporation Law, nor an actual determination by the Corporation (including
     its Board of Directors, independent legal counsel, or its stockholders)
     that the indemnitee has not met such applicable standard of conduct, shall
     create a presumption that the indemnitee has not met the applicable
     standard of conduct or, in the case of such a suit brought by the
     indemnitee, be a defense to such suit. In any suit brought by the
     indemnitee to enforce a right to indemnification or to an advancement of
     expenses hereunder, or by the Corporation to recover an advancement of
     expenses pursuant to the terms of an undertaking, the burden of proving
     that the indemnitee is not entitled to be indemnified, or to such
     advancement of expenses, under this Article TENTH or otherwise shall be on
     the Corporation.

          D.   The rights to indemnification and to the advancement of expenses
     conferred in this Article TENTH shall not be exclusive of any other right
     which any person may have or hereafter acquire under any statute, the
     Corporation's Certificate of Incorporation, Bylaws, agreement, vote of
     stockholders or Disinterested Directors or otherwise.

          E.   The Corporation may maintain insurance, at its expense, to
     protect itself and any Director, Officer, employee or agent of the
     Corporation or subsidiary or Affiliate or another corporation, partnership,
     joint venture, trust or other enterprise against any expense, liability or
     loss, whether or not the Corporation would have the power to indemnify such
     person against such expense, liability or loss under the Delaware General
     Corporation Law.

          F.   The Corporation may, to the extent authorized from time to time
     by the Board of Directors, grant rights to indemnification and to the
     advancement of expenses to any employee or agent of the Corporation to the
     fullest extent of the provisions of this Article TENTH with respect to the
     indemnification and advancement of expenses of Directors and Officers of
     the Corporation.

     ELEVENTH:     A Director of this Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director, except for liability: (i) for any breach of the
Director's duty of loyalty to the Corporation or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which the Director derived an
improper personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.

     Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
Director of the Corporation existing at the time of such repeal or modification.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

       Not Applicable.
ITEM 8. LIST OF EXHIBITS.

     The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):

     4      Stock Certificate of First Place Financial Corp.(1)
     5      Opinion of Patton Boggs LLP, Washington, DC, as to the legality of
            the Common Stock registered hereby.
     23.1   Consent of Patton Boggs LLP (included in Exhibit 5)
     23.2   Consent of Crowe Chizek and Company LLP
     24     Power of Attorney is located on the signature page to this
            Registration Statement.

     ________________
     1 Incorporated herein by reference from Exhibit 4.0 contained in the
     Registration Statement on Form S-1 filed with the SEC on September 9, 1998
     (SEC File No. 333-63099).

ITEM 9. UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

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

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

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

     unless the information required by (i) and (ii) is contained in periodic
     reports filed by the Registrant pursuant to Section 13 or 15(d) of the
     Exchange Act that are incorporated by reference into this Registration
     Statement;

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

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

(4)  That, for purposes of determining any liability under the Securities Act,
     each filing of the Registrant's annual report pursuant to Section 13(a) or
     Section 15(d) of the Exchange Act 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.
(5)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors, officers and controlling persons of
     the Registrant pursuant to the foregoing provisions, or otherwise, the
     Registrant has been advised that in the opinion of the Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.
CONFORMED
                                  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 of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Warren, State of Ohio, November 6, 2000.

                                    FIRST PLACE FINANCIAL CORP.

                                    By: /s/ Steven R. Lewis
                                    ---------------------------------------
                                    Steven R. Lewis
                                    President and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Steven R. Lewis as the true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for such
person and in such person's name, place and stead, in any and all capacities, to
sign any or all amendments to this Registration Statement, and to file the same,
with all exhibits thereto and 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 in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully or do cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name                                    Title                                      Date
/s/ Steven R. Lewis               President, Chief Executive Officer and             November 6, 2000
----------------------------      Director
Steven R. Lewis                   (principal executive officer)

/s/ Richard K. Smith              Vice President and Chief Financial Officer,        November 6, 2000
----------------------------      (principal financial officer)
Richard K. Smith

/s/ George J. Gentithes           Director                                           November 6, 2000
----------------------------
George J. Gentithes

/s/ Robert P. Grace               Director                                           November 6, 2000
----------------------------
Robert P. Grace

/s/ Thomas M. Humphries           Director                                           November 6, 2000
----------------------------
Thomas M. Humphries

/s/Rrobert S. McGeough            Director                                           November 6, 2000
----------------------------
Robert S. McGeough

/s/ E. Jeffrey Rossi              Director                                           November 6, 2000
----------------------------
E. Jeffrey Rossi

/s/ Earl Kissell                  Director                                           November 6, 2000
----------------------------
Earl Kissell