As filed with the Securities and Exchange Commission on January 29, 1999
                                                    Registration No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                       WESTERN OHIO FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

         Delaware                                         31-1403116
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

28 East Main Street, Springfield, Ohio                             45501-0719
(Address of principal executive offices)                           (Zip Code)

                       WESTERN OHIO FINANCIAL CORPORATION
                           1998 OMNIBUS INCENTIVE PLAN
                            (Full title of the plan)

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

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

                                       Proposed maximum  Proposed maximum
Title of securities     Amount to be    offering price       aggregate        Amount of
 to be registered       registered(1)      per share      offering price   registration fee
----------------------- -------------- ---------------- ----------------- -----------------
Common Stock, par value 235,224 shares      (2)           $5,266,528(2)       $1,465(2)
  $.01 per share
-------------------------------------------------------------------------------------------
<FN>

(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
         Registration  Statement covers, in addition to the number of shares set
         forth above,  an  indeterminate  number of shares  which,  by reason of
         certain events specified in the Plan, may become subject to the Plan.
(2)      Estimated in  accordance  with Rule  457(h),  solely for the purpose of
         calculating  the  registration   fee.  Of  the  235,224  shares  to  be
         registered,  32,936 shares are to be registered  based upon an exercise
         price of $23 per share, and the remaining  202,288 are to be registered
         based upon the average of the  closing  bid and asked  prices of common
         stock of Western Ohio Financial  Corporation of $22.29 per share on the
         Nasdaq National Market on January 25, 1999.
</FN>
</TABLE>


<PAGE>



                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


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

         Such  document(s)  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  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

                                       I-1

<PAGE>



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.  Incorporation of Certain Documents by Reference.

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

(a)      the  Company's  annual  report on Form 10-K for the  fiscal  year ended
         December 31, 1997 (File No.  0-24120)  filed pursuant to the Securities
         Exchange Act of 1934, as amended (the "Exchange Act");

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

(c)      the  description  of the  Company's  common  stock,  par value $.01 per
         share,  of the Registrant  contained in the  Registrant's  Registration
         Statement on Form 8-A (File No.  0-24120) filed with the SEC on May 11,
         1994 and all  amendments  or reports  filed for the purpose of updating
         such description.

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

         The Company  shall  furnish  without  charge to each person to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests should be directed to the
Secretary, Western Ohio Financial Corporation, 28 East Main Street, Springfield,
Ohio 45501-0719, telephone number (937) 325-4683.

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

                                      II-1

<PAGE>



Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         The  Certificate  of  Incorporation  of  the  Company  provides  that a
director or officer of the Company  shall be  indemnified  by the Company to the
fullest extent  authorized by the Delaware  General  Corporation Law against all
expenses,  liability and loss reasonably  incurred or suffered by such person in
connection  with his  activities  as a director  or officer or as a director  or
officer of another corporation,  including,  without limitation,  any Subsidiary
(as defined in Article Eight of the  Company's  Certificate  of  Incorporation),
partnership,  joint venture,  trust or other enterprise,  including service with
request to an  employee  benefit  plan,  if the  director  or officer  held such
position  at the  request  of the  Company.  Delaware  law  requires  that  such
director,  officer,  employee or agent,  in order to be  indemnified,  must have
acted in good faith and in a manner reasonably believed to be not opposed to the
best  interests  of the Company  and,  with  respect to any  criminal  action or
proceeding,  either had  reasonable  cause to believe such conduct was lawful or
did not have reasonable cause to believe his conduct was unlawful.

         The Certificate of Incorporation and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other  right  which a person  seeking  indemnification  may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the Company,  agreement,  vote of stockholders or disinterested  directors or
otherwise.

         These   provisions  may  have  the  effect  of  deterring   shareholder
derivative actions, since the Company may ultimately be responsible for expenses
for both  parties to the action.  A similar  effect  would not be  expected  for
third-party claims.

         In addition,  the  Certificate of  Incorporation  and Delaware law also
provide that the Company may  maintain  insurance,  at its  expense,  to protect
itself and any  director,  officer,  employee or agent of the Company or another
corporation,  partnership,  joint venture, trust or other enterprise against any
expense,  liability  or  loss,  whether  or not the  Company  has the  power  to
indemnify such person against such expense, liability or loss under the Delaware
General Corporation Law.


Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         See the Index to Exhibits to this Registration Statement.

                                      II-2

<PAGE>



Item 9.  Undertakings.

          (a) The undersigned Registrant hereby undertakes:

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

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

                         (ii) To reflect in the  prospectus  any facts or events
                    arising  after  the  effective  date  of  the   registration
                    statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate, represents
                    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 a  prospectus  filed  with the SEC
                    pursuant to Rule 424(b) if, in the aggregate, the changes in
                    volume  and price  represent  no more than 20% change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement.

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

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

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

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

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

                                      II-3

<PAGE>



     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.

                                      II-4

<PAGE>



                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Springfield, State of Ohio on January 28, 1999.


                                         WESTERN OHIO FINANCIAL CORPORATION




                                By:       /s/ John W. Raisbeck
                                         -----------------------------
                                         John W. Raisbeck, 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 John W. Raisbeck and David L. Dillahunt
or either of them, his true and lawful  attorneys-in-fact  and agents, 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 attorneys-in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might  or  could  do  in  person,  hereby  ratifying  and  confirming  all  said
attorneys-in-fact  and agents or their substitutes or substitute may lawfully do
or cause to be done by virtue hereof.

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


 /s/ David L. Dillahunt                       /s/ John W. Raisbeck
--------------------------------              ----------------------------
David L. Dillahunt, Chairman of the Board    John W. Raisbeck, President and
                                                Chief Executive Officer
                                              (Principal Executive Officer)

Date:   January 28, 1999                     Date:  January 28, 1999
     ---------------------------                  -------------------------

 /s/ Howard V. Dodds                          /s/ John E. Field
--------------------------------              -----------------------------
Howard V. Dodds, Director                    John E. Field, Director


Date:   January 28, 1999                     Date:  January 28, 1999
     ---------------------------                  -------------------------


                                      II-5

<PAGE>




 /s/ Aristides G. Gianakopoulos               /s/ Jeffrey L. Levine
--------------------------------              -----------------------------
Aristides G. Gianakopoulos, Director         Jeffrey L. Levine, Director


Date:   January 28, 1999                     Date:  January 28, 1999
     ---------------------------                  -------------------------

 /s/ William N. Scarff                        /s/ Thomas E. Estep
--------------------------------              -----------------------------
William N. Scarff, Director                  Thomas E. Estep, Vice President, 
                                                Treasurer and Chief Financial
                                                Officer
                                             (Principal Financial and Accounting
                                                Officer)

Date:    January 28, 1999                    Date:  January 28, 1999
     ---------------------------                  -------------------------


                                      II-6

<PAGE>




                                Index to Exhibits
Regulation                                                      Reference to
   S-K                                                         Prior filing or
 Exhibit                                                       Exhibit Number
  Number          Document                                     Attached Hereto
--------------------------------------------------------------------------------


   4      Articles of Incorporation,                                *
          including amendments thereto
          Bylaws                                                    *
          Form of Stock Certificate of Western Ohio                 *
          Financial Corporation
   5      Opinion of Silver, Freedman & Taff, L.L.P.                5
  23.1    Consent of Clark, Schaefer, Hackett & Co.                23.1
  23.2    Consent of Silver, Freedman & Taff, L.L.P.      Included in Exhibit 5
  24      Power of Attorney                               Contained on signature
                                                                   page


*        Filed as an Exhibit to the Company's  Form S-1  Registration  Statement
         filed on March 22,  1994 (File No.  33-76734)  pursuant to Section 5 of
         the Securities Act of 1933. All of such previously  filed documents are
         hereby  incorporated herein by reference in accordance with item 601 of
         Regulation S-K.
[{"type": "S-8", "sequence": "1", "description": "1998 OMNIBUS INCENTIVE PLAN", "secsgml_size_bytes": 20724}]
{"company-data": {"conformed-name": "WESTERN OHIO FINANCIAL CORP", "cik": "0000920769", "assigned-sic": "6035", "irs-number": "311403116", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71453", "film-number": "99517076"}, "business-address": {"street1": "28 E MAIN ST", "city": "SPRINGFIELD", "state": "OH", "zip": "45501", "phone": "9373254683"}, "mail-address": {"street1": "28 EAST MAIN ST", "street2": "P O BOX 719", "city": "SPRINGFIELD", "state": "OH", "zip": "45501-0719"}}
As filed with the Securities and Exchange Commission on January 29, 1999
                                                    Registration No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                       WESTERN OHIO FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

         Delaware                                         31-1403116
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

28 East Main Street, Springfield, Ohio                             45501-0719
(Address of principal executive offices)                           (Zip Code)

                       WESTERN OHIO FINANCIAL CORPORATION
                           1998 OMNIBUS INCENTIVE PLAN
                            (Full title of the plan)

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

                                 (202) 414-6100
          (Telephone number, including area code, of agent for service)
-------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------
Proposed maximum  Proposed maximum
Title of securities     Amount to be    offering price       aggregate        Amount of
 to be registered       registered(1)      per share      offering price   registration fee
----------------------- -------------- ---------------- ----------------- -----------------
Common Stock, par value 235,224 shares      (2)           $5,266,528(2)       $1,465(2)
  $.01 per share
-------------------------------------------------------------------------------------------
(1)      Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
         Registration  Statement covers, in addition to the number of shares set
         forth above,  an  indeterminate  number of shares  which,  by reason of
         certain events specified in the Plan, may become subject to the Plan.
(2)      Estimated in  accordance  with Rule  457(h),  solely for the purpose of
         calculating  the  registration   fee.  Of  the  235,224  shares  to  be
         registered,  32,936 shares are to be registered  based upon an exercise
         price of $23 per share, and the remaining  202,288 are to be registered
         based upon the average of the  closing  bid and asked  prices of common
         stock of Western Ohio Financial  Corporation of $22.29 per share on the
         Nasdaq National Market on January 25, 1999.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

         Such  document(s)  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  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

                                       I-1
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Certain Documents by Reference.

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

(a)      the  Company's  annual  report on Form 10-K for the  fiscal  year ended
         December 31, 1997 (File No.  0-24120)  filed pursuant to the Securities
         Exchange Act of 1934, as amended (the "Exchange Act");

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

(c)      the  description  of the  Company's  common  stock,  par value $.01 per
         share,  of the Registrant  contained in the  Registrant's  Registration
         Statement on Form 8-A (File No.  0-24120) filed with the SEC on May 11,
         1994 and all  amendments  or reports  filed for the purpose of updating
         such description.

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

         The Company  shall  furnish  without  charge to each person to whom the
Prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the  information  that is  incorporated).  Requests should be directed to the
Secretary, Western Ohio Financial Corporation, 28 East Main Street, Springfield,
Ohio 45501-0719, telephone number (937) 325-4683.

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

                                      II-1
Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         The  Certificate  of  Incorporation  of  the  Company  provides  that a
director or officer of the Company  shall be  indemnified  by the Company to the
fullest extent  authorized by the Delaware  General  Corporation Law against all
expenses,  liability and loss reasonably  incurred or suffered by such person in
connection  with his  activities  as a director  or officer or as a director  or
officer of another corporation,  including,  without limitation,  any Subsidiary
(as defined in Article Eight of the  Company's  Certificate  of  Incorporation),
partnership,  joint venture,  trust or other enterprise,  including service with
request to an  employee  benefit  plan,  if the  director  or officer  held such
position  at the  request  of the  Company.  Delaware  law  requires  that  such
director,  officer,  employee or agent,  in order to be  indemnified,  must have
acted in good faith and in a manner reasonably believed to be not opposed to the
best  interests  of the Company  and,  with  respect to any  criminal  action or
proceeding,  either had  reasonable  cause to believe such conduct was lawful or
did not have reasonable cause to believe his conduct was unlawful.

         The Certificate of Incorporation and Delaware law also provide that the
indemnification provisions of such Certificate and the statute are not exclusive
of any other  right  which a person  seeking  indemnification  may have or later
acquire under any statute, provision of the Certificate of Incorporation, Bylaws
of the Company,  agreement,  vote of stockholders or disinterested  directors or
otherwise.

         These   provisions  may  have  the  effect  of  deterring   shareholder
derivative actions, since the Company may ultimately be responsible for expenses
for both  parties to the action.  A similar  effect  would not be  expected  for
third-party claims.

         In addition,  the  Certificate of  Incorporation  and Delaware law also
provide that the Company may  maintain  insurance,  at its  expense,  to protect
itself and any  director,  officer,  employee or agent of the Company or another
corporation,  partnership,  joint venture, trust or other enterprise against any
expense,  liability  or  loss,  whether  or not the  Company  has the  power  to
indemnify such person against such expense, liability or loss under the Delaware
General Corporation Law.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         See the Index to Exhibits to this Registration Statement.

                                      II-2
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, represents
                    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 a  prospectus  filed  with the SEC
                    pursuant to Rule 424(b) if, in the aggregate, the changes in
                    volume  and price  represent  no more than 20% change in the
                    maximum   aggregate   offering   price   set  forth  in  the
                    "Calculation  of  Registration  Fee" table in the  effective
                    registration statement.

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

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

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

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

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

                                      II-3
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.

                                      II-4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in the City of Springfield, State of Ohio on January 28, 1999.

                                         WESTERN OHIO FINANCIAL CORPORATION

                                By:       /s/ John W. Raisbeck
                                         -----------------------------
                                         John W. Raisbeck, 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 John W. Raisbeck and David L. Dillahunt
or either of them, his true and lawful  attorneys-in-fact  and agents, 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 attorneys-in-fact and
agents full power and  authority  to do and perform each and every act and thing
requisite  and  necessary to be done, as fully to all intents and purposes as he
might  or  could  do  in  person,  hereby  ratifying  and  confirming  all  said
attorneys-in-fact  and agents or their substitutes or substitute may lawfully do
or cause to be done by virtue hereof.

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

 /s/ David L. Dillahunt                       /s/ John W. Raisbeck
--------------------------------              ----------------------------
David L. Dillahunt, Chairman of the Board    John W. Raisbeck, President and
                                                Chief Executive Officer
                                              (Principal Executive Officer)

Date:   January 28, 1999                     Date:  January 28, 1999
     ---------------------------                  -------------------------

 /s/ Howard V. Dodds                          /s/ John E. Field
--------------------------------              -----------------------------
Howard V. Dodds, Director                    John E. Field, Director

Date:   January 28, 1999                     Date:  January 28, 1999
     ---------------------------                  -------------------------

                                      II-5
/s/ Aristides G. Gianakopoulos               /s/ Jeffrey L. Levine
--------------------------------              -----------------------------
Aristides G. Gianakopoulos, Director         Jeffrey L. Levine, Director

Date:   January 28, 1999                     Date:  January 28, 1999
     ---------------------------                  -------------------------

 /s/ William N. Scarff                        /s/ Thomas E. Estep
--------------------------------              -----------------------------
William N. Scarff, Director                  Thomas E. Estep, Vice President, 
                                                Treasurer and Chief Financial
                                                Officer
                                             (Principal Financial and Accounting
                                                Officer)

Date:    January 28, 1999                    Date:  January 28, 1999
     ---------------------------                  -------------------------

                                      II-6
Index to Exhibits
Regulation                                                      Reference to
   S-K                                                         Prior filing or
 Exhibit                                                       Exhibit Number
  Number          Document                                     Attached Hereto
--------------------------------------------------------------------------------

   4      Articles of Incorporation,                                *
          including amendments thereto
          Bylaws                                                    *
          Form of Stock Certificate of Western Ohio                 *
          Financial Corporation
   5      Opinion of Silver, Freedman & Taff, L.L.P.                5
  23.1    Consent of Clark, Schaefer, Hackett & Co.                23.1
  23.2    Consent of Silver, Freedman & Taff, L.L.P.      Included in Exhibit 5
  24      Power of Attorney                               Contained on signature
                                                                   page

*        Filed as an Exhibit to the Company's  Form S-1  Registration  Statement
         filed on March 22,  1994 (File No.  33-76734)  pursuant to Section 5 of
         the Securities Act of 1933. All of such previously  filed documents are
         hereby  incorporated herein by reference in accordance with item 601 of
         Regulation S-K.