<PAGE>

                                                 Registration No. 333-________
                                                 Filed February 25, 1997


                          SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549

                                --------------------

                                       FORM S-8

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933


                           FIDELITY FINANCIAL OF OHIO, INC.
--------------------------------------------------------------------------------
   (Exact Name of Registrant as specified in its Certificate of Incorporation)


                                         Ohio
--------------------------------------------------------------------------------
                    (State or other jurisdiction of incorporation)

                                      31-1455721
--------------------------------------------------------------------------------
                          (IRS Employer Identification No.)
                                                                                

4555 Montgomery Road, Cincinnati, Ohio                                     45212
--------------------------------------------------------------------------------
                       (Address of principal executive offices)       (Zip code)


                              1992 STOCK INCENTIVE PLAN
--------------------------------------------------------------------------------
                               (Full Title of the Plan)


                                           Copies to:
John R. Reusing                            Jeffrey D. Haas, Esq.
President and Chief                        Scott H. Richter, Esq.
  Executive Officer                        Elias, Matz, Tiernan & Herrick L.L.P.
Fidelity Financial of Ohio, Inc.           734 15th Street, N.W. 
4555 Montgomery Road                       Washington, D.C.
Cincinnati, Ohio  45212                 (202) 347-0300
(513) 351-6666
-------------------------------
(Name, address, and telephone number
 of agent for service)

                                  Page 1 of 14 pages
                       Index to Exhibits is located on page 8. 

<PAGE>

                           CALCULATION OF REGISTRATION FEE 



  Title of                         Proposed        Proposed 
 Securities        Amount to        Maximum         Maximum         Amount of
   to be              be        Offering Price     Aggregate       Registration
 Registered      Registered(1)    Per Share      Offering Price        Fee
--------------------------------------------------------------------------------
Common Stock,
 par value $.10     61,015         $4.46(2)        $272,127(2)        $82.46
--------------------------------------------------------------------------------


(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 Fidelity Financial of Ohio, Inc. ("Company" or "Registrant") 1992 Stock
    Incentive Plan ("Incentive Plan") as a result of a stock split, stock
    dividend or similar adjustment of the outstanding common stock, $.10 par
    value per share ("Common Stock"), of the Company.

(2) Estimated solely for the purpose of calculating the registration fee, which
    has been calculated pursuant to Rule 457(h) promulgated under the
    Securities Act of 1933, as amended ("Securities Act").  The Proposed
    Maximum Offering Price Per Share is equal to the weighted average exercise
    price for the options to purchase 61,015 shares of Common Stock which are
    outstanding under the Incentive Plan as of the date hereof.

                              --------------------------

    This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. Section 230.462.

                                       2 

<PAGE>
                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

    The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

         (a)  The description of the Common Stock of the Company contained in
    "Description of Capital Stock of the Company" in the prospectus included in
    the Company's Registration Statement on Form S-1 (File No. 33-99304) filed
    with the Commission on November 14, 1995, as amended;

         (b)  All reports filed by the Company pursuant to Sections 13(a) or
    15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
    Act"), since the end of the fiscal year covered by the financial statements
    in the prospectus referred to in clause (a) above;

         (c)  The description of the Common Stock of the Company contained in
    the Company's Registration Statement on Form 8-A filed with the Commission
    on February 29, 1996;

         (d)  All documents filed by the Company 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 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 or is 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.

    Not applicable since the Company's Common Stock is registered under Section
12 of the Exchange Act.

Item. 5. Interests of Named Experts and Counsel.

    Not applicable.

                                      3
<PAGE>

Item 6.  Indemnification of Directors and Officers.

Article VII of the Registrant's Articles of Incorporation provides as follows:

    The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party, to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
including actions by or in the right of the Corporation, by reason of the fact
that such person is or was a director, officer, employee, or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, employee, member, manager, or agent of another
corporation, a limited liability company, or a partnership, joint venture,
trust, or other enterprise, against expenses, including attorney's fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit, or proceeding to the full
extent permissible under Ohio law.

    Section 1701.13 of the Ohio General Corporation Law provides as follows
with respect to indemnification.

         (E)  (1)  A corporation may indemnify or agree to indemnify any person
    who was or is a party, or is threatened to be made a party, to any
    threatened, pending, or completed action, suit, or proceeding, whether
    civil, criminal, administrative, or investigative, other than an action by
    or in the right of the corporation, by reason of the fact that he is or was
    a director, officer, employee, or agent of the corporation, or is or was
    serving at the request of the corporation as a director, trustee, officer,
    employee, member, manager, or agent of another corporation, domestic or
    foreign, nonprofit or for profit, a limited liability company, or a
    partnership, joint venture, trust, or other enterprise, against expenses,
    including attorney's fees, judgments, fines and amounts paid in settlement
    actually and reasonably incurred by him in connection with such action,
    suit, or proceeding, if he acted in good faith and in a manner he
    reasonably believed to be in or not opposed to the best interests of the
    corporation, and, with respect to any criminal action or proceeding, if he
    had no reasonable cause to believe his conduct was unlawful.  The
    termination of any action, suit, or proceeding by judgment, order,
    settlement, or conviction, or upon a plea of nolo contendere or its
    equivalent, shall not, of it self, create a presumption that the person did
    not act in good faith and in a manner he reasonably believed to be in or
    not opposed to the best interests of the corporation, and, with respect to
    any criminal action or proceeding, he had reasonable cause to believe that
    his conduct was unlawful.

              (2)  A corporation may indemnify or agree to indemnify any person
    who was or is a party, or is threatened to be made a party, to any
    threatened, pending, or completed action or suit by or in the right of the
    corporation to procure a judgment in its favor, by reason of the fact that
    he is or was a director, officer, employee, or agent of the corporation, or
    is or was serving at the request of the corporation as a director, trustee,
    officer, employee, member, manager, or agent of another corporation,
    domestic or foreign, nonprofit or for profit, a limited liability company,
    or a partnership, joint venture, trust, or other enterprise, against
    expenses,

                                       4

<PAGE>

    including attorney's fees, actually and reasonably incurred by
    him in connection with the defense or settlement of such action or suit, if
    he acted in good faith and in a manner he reasonably believed to be in or
    not opposed to the best interests of the corporation, except that no
    indemnification shall be made in respect of any of the following:

                   (a)  Any claim, issue, or matter as to which such person is
    adjudged to be liable for negligence or misconduct in the performance of
    his duty to the corporation unless, and only to the extent that, the court
    of common pleas or the court in which such action or suit was brought
    determines, upon application, that, despite the adjudication of liability,
    but in view of all the circumstances of the case, such person is fairly and
    reasonably entitled to indemnity for such expenses as the court of common
    pleas or such other court shall deem proper;

                   (b)  Any action or suit in which the only liability asserted
    against a director is pursuant to section 1701.95 of the Revised Code.

              (3)  To the extent that a director, trustee, officer, employee,
    member, manager, or agent has been successful on the merits or otherwise in
    defense of any action, suit, or proceeding referred to in division (E)(1)
    or (2) of this section, or in defense of any claim, issue, or matter
    therein, he shall be indemnified against expenses, including attorney's
    fees, actually and reasonably incurred by him in connection with the
    action, suit, or proceeding.

              (4)  Any indemnification under division (E)(1) or (2) of this
    section, unless ordered by a court, shall be made by the corporation only
    as authorized in the specific case, upon a determination that
    indemnification of the director, trustee, officer, employee, member,
    manager, or agent is proper in the circumstances because he has met the
    applicable standard of conduct set forth in division (E)(1) or (2) of this
    section.  Such determination shall be made as follows:

                   (a)  By a majority vote of a quorum consisting of directors
    of the indemnifying corporation who were not and are not parties to or
    threatened with the action, suit or proceeding referred to in division
    (E)(1) or (2) of this section;

                   (b)  If the quorum described in division (E)(4)(a) of this
    section is not obtainable or if a majority vote of a quorum of
    disinterested directors so directs, in a written opinion by independent
    legal counsel other than an attorney, or a firm having associated with it
    an attorney, who has been retained by or who has performed services for the
    corporation or any person to be indemnified within the past five years;

                   (c)  By the shareholders;

                                       5

<PAGE>

                   (d)  By the court of common pleas or the court in which the
    action, suit, or proceeding referred to in division (E)(1) or (2) of this
    section was brought.

         Any determination made by the disinterested directors under division
    (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
    section shall be promptly communicated to the person who threatened or
    brought the action or suit by or in the right of the corporation under
    division (E)(2) of this section, and, within ten days after receipt of such
    notification, such person shall have the right to petition the court of
    common pleas or the court in which such action or suit was brought to
    review the reasonableness of such determination.

              (5)  (a)  Unless at the time of a director's act or omission that
    is the subject of an action, suit, or proceeding referred to in division
    (E)(1) or (2) of this section, the articles or the regulations of a
    corporation state, by specific reference to this division, that the
    provisions of this division do not apply to the corporation and unless the
    only liability asserted against a director in an action, suit, or
    proceeding referred to in division (E)(1) or (2) of this section is
    pursuant to section 1701.95 of the Revised Code, expenses, including
    attorney's fees, incurred by a director in defending the action, suit, or
    proceeding shall be paid by the corporation as they are incurred, in
    advance of the final disposition of the action, suit, or proceeding, upon
    receipt of an undertaking by or on behalf of the director in which he
    agrees to do both of the following:

                        (i)  Repay such amount if it is proved by clear and
    convincing evidence in a court of competent jurisdiction that his action or
    failure to act involved an act or omission undertaken with deliberate
    intent to cause injury to the corporation or undertaken with reckless
    disregard for the best interests of the corporation;

                        (ii) Reasonably cooperate with the corporation
    concerning the action, suit, or proceeding.

                   (b)  Expenses, including attorney's fees, incurred by a
    director, trustee, officer, employee, member, manager, or agent in
    defending any action, suit, or proceeding referred to in division (E)(1) or
    (2) of this section, may be paid by the corporation as they are incurred,
    in advance of the final disposition of the action, suit, or proceeding, as
    authorized by the directors in the specific case, upon the receipt of an
    undertaking by or on behalf of the director, trustee, officer, employee,
    member, manager, or agent to repay such amount, if it ultimately is
    determined that he is not entitled to be indemnified by the corporation.

                                       6

<PAGE>

              (6)  The indemnification authorized by this section shall not be
    exclusive of, and shall be in addition to, any other rights granted to
    those seeking indemnification under the articles, the regulations, any
    agreement, a vote of shareholders or disinterested directors, or otherwise,
    both as to action in their official capacities and as to action in another
    capacity while holding their offices or positions, and shall continue as to
    a person who has ceased to be a director, trustee, officer, employee,
    member, manager, or agent and shall inure to the benefit of the heirs,
    executors, and administrators of such a person.

              (7)  A corporation may purchase and maintain insurance or furnish
    similar protection, including, but not limited to, trust funds, letters of
    credit, or self-insurance, on behalf of or for any person who is or was a
    director, officer, employee, or agent of the corporation, or is or was
    serving at the request of the corporation as a director, trustee, officer,
    employee, member, manager, or agent or another corporation, domestic or
    foreign, nonprofit or for profit, a limited liability company, or a
    partnership, joint venture, trust, or other enterprise, against any
    liability asserted against him and incurred by him in any such capacity, or
    arising out of his status as such, whether or not the corporation would
    have the power to indemnify him against such liability under this section. 
    Insurance may be purchased from or maintained with a person in which the
    corporation has a financial interest.

              (8)  The authority of a corporation to indemnify persons pursuant
    to division (E)(1) or (2) of this section does not limit the payment of
    expenses as they are incurred, indemnification, insurance, or other
    protection that may be provided pursuant to divisions (E)(5), (6), and (7)
    of this section.  Divisions (E)(1) and (2) of this section do not create
    any obligation to repay or return payments made by the corporation pursuant
    to division (E)(5), (6), or (7).

              (9)  As used in division (E) of this section, "corporation"
    includes all constituent entities in a consolidation or merger and the new
    or surviving corporation, so that any person who is or was a director,
    officer, employee, trustee, member, manager, or agent of such a constituent
    entity, or is or was serving at the request of such constituent entity as a
    director, trustee, officer, employee, member, manager, or agent of another
    corporation, domestic or foreign, nonprofit or for profit, a limited
    liability company, or a partnership, joint venture, trust, or other
    enterprise, shall stand in the same position under this section with
    respect to the new or surviving corporation as he would if he had served
    the new or surviving corporation in the same capacity.

Item 7.  Exemption from Registration Claimed.

    Not applicable since no restricted securities will be reoffered or resold
pursuant to this Registration Statement.

                                       7

<PAGE>

Item 8.  Exhibits

    The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):
    
    No.  Exhibit                                                    Page

    4    Common Stock Certificate*                                   --

    5    Opinion of Elias, Matz, Tiernan & Herrick                   E-1
           L.L.P. as to the legality of the securities

    23.1 Consent of Elias, Matz, Tiernan & Herrick                   --
         L.L.P. (contained in the opinion included
          as Exhibit 5)

    23.2 Consent of Grant Thornton LLP                               E-3

    24   Power of attorney for any subsequent                        --
          amendments is located in the signature pages

    99.1 1992 Stock Incentive Plan*                                  --


--------------------

*   Incorporated by reference from the Company's Registration Statement on Form
    S-1 (Commission File No. 33-99304) filed with the Commission on November
    14, 1995, as amended.

Item 9.  Undertakings.

    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, (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, and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change in such
information in the Registration Statement; provided, however, that clauses (i)
and (ii) do not apply if the

                                       8

<PAGE>

information required to be included in a post-effective amendment by those 
clauses is contained in periodic reports filed by the Registrant pursuant to 
Section 13 or Section 15(d) of the Exchange Act that are incorporated by 
reference in the Registration Statement.

    2.   That, for the purpose of determining any liability under the
Securities Act, 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.

    4.   That, for the 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against 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 questions whether such indemnification by it is against public
policy expressed in the Securities Act and will be governed by the final
adjudication of such issue. 

                                       9


<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 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 State of Ohio on February 20, 1997.


                                     FIDELITY FINANCIAL OF OHIO, INC.

                                     By:  /s/ John R. Reusing
                                          -------------------------
                                          John R. Reusing
                                          President and Chief Financial Officer


    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.  Each person whose signature appears
below hereby makes, constitutes and appoints John R. Reusing his true and lawful
attorney, with full power to sign for such person and in such person's name and
capacity indicated below, and with full power of substitution any and all
amendments to this Registration Statement, hereby ratifying and confirming such
person's signature as it may be signed by said attorney to any and all
amendments.



/s/ John R. Reusing                                            February 20, 1997
-------------------------------------
John R. Reusing
President and Chief Executive Officer
(Principal Executive Officer)


/s/ Michael W. Jordon                                          February 20, 1997
-------------------------------------
Michael W. Jordon


/s/ David A. Luecke                                            February 20, 1997
-------------------------------------
David A. Luecke
Director


                                                               February __, 1997
-------------------------------------
Constantine N. Papadakis
Director


/s/ Robert W. Zumbiel                                          February 20, 1997
-------------------------------------
Robert W. Zumbiel
Director

/s/ Paul D. Staubach                                           February 20, 1997
-------------------------------------
Paul D. Staubach
Senior Vice President and Chief
 Financial Officer (Principal
 Financial Officer)


                                                               February __, 1997
-------------------------------------
Thomas N. Spaeth
Director


                                                               February 20, 1997
-------------------------------------
Joseph D. Hughes
Director
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Registration No. 333-________
                                                 Filed February 25, 1997

                          SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549

                                --------------------

                                       FORM S-8

                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

                           FIDELITY FINANCIAL OF OHIO, INC.
--------------------------------------------------------------------------------
   (Exact Name of Registrant as specified in its Certificate of Incorporation)

                                         Ohio
--------------------------------------------------------------------------------
                    (State or other jurisdiction of incorporation)

                                      31-1455721
--------------------------------------------------------------------------------
                          (IRS Employer Identification No.)
                                                                                

4555 Montgomery Road, Cincinnati, Ohio                                     45212
--------------------------------------------------------------------------------
                       (Address of principal executive offices)       (Zip code)

                              1992 STOCK INCENTIVE PLAN
--------------------------------------------------------------------------------
                               (Full Title of the Plan)

                                           Copies to:
John R. Reusing                            Jeffrey D. Haas, Esq.
President and Chief                        Scott H. Richter, Esq.
  Executive Officer                        Elias, Matz, Tiernan & Herrick L.L.P.
Fidelity Financial of Ohio, Inc.           734 15th Street, N.W. 
4555 Montgomery Road                       Washington, D.C.
Cincinnati, Ohio  45212                 (202) 347-0300
(513) 351-6666
-------------------------------
(Name, address, and telephone number
 of agent for service)

                                  Page 1 of 14 pages
                       Index to Exhibits is located on page 8.
CALCULATION OF REGISTRATION FEE 

  Title of                         Proposed        Proposed 
 Securities        Amount to        Maximum         Maximum         Amount of
   to be              be        Offering Price     Aggregate       Registration
 Registered      Registered(1)    Per Share      Offering Price        Fee
--------------------------------------------------------------------------------
Common Stock,
 par value $.10     61,015         $4.46(2)        $272,127(2)        $82.46
--------------------------------------------------------------------------------

(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 Fidelity Financial of Ohio, Inc. ("Company" or "Registrant") 1992 Stock
    Incentive Plan ("Incentive Plan") as a result of a stock split, stock
    dividend or similar adjustment of the outstanding common stock, $.10 par
    value per share ("Common Stock"), of the Company.

(2) Estimated solely for the purpose of calculating the registration fee, which
    has been calculated pursuant to Rule 457(h) promulgated under the
    Securities Act of 1933, as amended ("Securities Act").  The Proposed
    Maximum Offering Price Per Share is equal to the weighted average exercise
    price for the options to purchase 61,015 shares of Common Stock which are
    outstanding under the Incentive Plan as of the date hereof.

                              --------------------------

    This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. Section 230.462.

                                       2
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

    The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

         (a)  The description of the Common Stock of the Company contained in
    "Description of Capital Stock of the Company" in the prospectus included in
    the Company's Registration Statement on Form S-1 (File No. 33-99304) filed
    with the Commission on November 14, 1995, as amended;

         (b)  All reports filed by the Company pursuant to Sections 13(a) or
    15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
    Act"), since the end of the fiscal year covered by the financial statements
    in the prospectus referred to in clause (a) above;

         (c)  The description of the Common Stock of the Company contained in
    the Company's Registration Statement on Form 8-A filed with the Commission
    on February 29, 1996;

         (d)  All documents filed by the Company 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 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 or is 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.

    Not applicable since the Company's Common Stock is registered under Section
12 of the Exchange Act.

Item. 5. Interests of Named Experts and Counsel.

    Not applicable.

                                      3
Item 6.  Indemnification of Directors and Officers.

Article VII of the Registrant's Articles of Incorporation provides as follows:

    The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party, to any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
including actions by or in the right of the Corporation, by reason of the fact
that such person is or was a director, officer, employee, or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, employee, member, manager, or agent of another
corporation, a limited liability company, or a partnership, joint venture,
trust, or other enterprise, against expenses, including attorney's fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit, or proceeding to the full
extent permissible under Ohio law.

    Section 1701.13 of the Ohio General Corporation Law provides as follows
with respect to indemnification.

         (E)  (1)  A corporation may indemnify or agree to indemnify any person
    who was or is a party, or is threatened to be made a party, to any
    threatened, pending, or completed action, suit, or proceeding, whether
    civil, criminal, administrative, or investigative, other than an action by
    or in the right of the corporation, by reason of the fact that he is or was
    a director, officer, employee, or agent of the corporation, or is or was
    serving at the request of the corporation as a director, trustee, officer,
    employee, member, manager, or agent of another corporation, domestic or
    foreign, nonprofit or for profit, a limited liability company, or a
    partnership, joint venture, trust, or other enterprise, against expenses,
    including attorney's fees, judgments, fines and amounts paid in settlement
    actually and reasonably incurred by him in connection with such action,
    suit, or proceeding, if he acted in good faith and in a manner he
    reasonably believed to be in or not opposed to the best interests of the
    corporation, and, with respect to any criminal action or proceeding, if he
    had no reasonable cause to believe his conduct was unlawful.  The
    termination of any action, suit, or proceeding by judgment, order,
    settlement, or conviction, or upon a plea of nolo contendere or its
    equivalent, shall not, of it self, create a presumption that the person did
    not act in good faith and in a manner he reasonably believed to be in or
    not opposed to the best interests of the corporation, and, with respect to
    any criminal action or proceeding, he had reasonable cause to believe that
    his conduct was unlawful.

              (2)  A corporation may indemnify or agree to indemnify any person
    who was or is a party, or is threatened to be made a party, to any
    threatened, pending, or completed action or suit by or in the right of the
    corporation to procure a judgment in its favor, by reason of the fact that
    he is or was a director, officer, employee, or agent of the corporation, or
    is or was serving at the request of the corporation as a director, trustee,
    officer, employee, member, manager, or agent of another corporation,
    domestic or foreign, nonprofit or for profit, a limited liability company,
    or a partnership, joint venture, trust, or other enterprise, against
    expenses,

                                       4
including attorney's fees, actually and reasonably incurred by
    him in connection with the defense or settlement of such action or suit, if
    he acted in good faith and in a manner he reasonably believed to be in or
    not opposed to the best interests of the corporation, except that no
    indemnification shall be made in respect of any of the following:

                   (a)  Any claim, issue, or matter as to which such person is
    adjudged to be liable for negligence or misconduct in the performance of
    his duty to the corporation unless, and only to the extent that, the court
    of common pleas or the court in which such action or suit was brought
    determines, upon application, that, despite the adjudication of liability,
    but in view of all the circumstances of the case, such person is fairly and
    reasonably entitled to indemnity for such expenses as the court of common
    pleas or such other court shall deem proper;

                   (b)  Any action or suit in which the only liability asserted
    against a director is pursuant to section 1701.95 of the Revised Code.

              (3)  To the extent that a director, trustee, officer, employee,
    member, manager, or agent has been successful on the merits or otherwise in
    defense of any action, suit, or proceeding referred to in division (E)(1)
    or (2) of this section, or in defense of any claim, issue, or matter
    therein, he shall be indemnified against expenses, including attorney's
    fees, actually and reasonably incurred by him in connection with the
    action, suit, or proceeding.

              (4)  Any indemnification under division (E)(1) or (2) of this
    section, unless ordered by a court, shall be made by the corporation only
    as authorized in the specific case, upon a determination that
    indemnification of the director, trustee, officer, employee, member,
    manager, or agent is proper in the circumstances because he has met the
    applicable standard of conduct set forth in division (E)(1) or (2) of this
    section.  Such determination shall be made as follows:

                   (a)  By a majority vote of a quorum consisting of directors
    of the indemnifying corporation who were not and are not parties to or
    threatened with the action, suit or proceeding referred to in division
    (E)(1) or (2) of this section;

                   (b)  If the quorum described in division (E)(4)(a) of this
    section is not obtainable or if a majority vote of a quorum of
    disinterested directors so directs, in a written opinion by independent
    legal counsel other than an attorney, or a firm having associated with it
    an attorney, who has been retained by or who has performed services for the
    corporation or any person to be indemnified within the past five years;

                   (c)  By the shareholders;

                                       5
(d)  By the court of common pleas or the court in which the
    action, suit, or proceeding referred to in division (E)(1) or (2) of this
    section was brought.

         Any determination made by the disinterested directors under division
    (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
    section shall be promptly communicated to the person who threatened or
    brought the action or suit by or in the right of the corporation under
    division (E)(2) of this section, and, within ten days after receipt of such
    notification, such person shall have the right to petition the court of
    common pleas or the court in which such action or suit was brought to
    review the reasonableness of such determination.

              (5)  (a)  Unless at the time of a director's act or omission that
    is the subject of an action, suit, or proceeding referred to in division
    (E)(1) or (2) of this section, the articles or the regulations of a
    corporation state, by specific reference to this division, that the
    provisions of this division do not apply to the corporation and unless the
    only liability asserted against a director in an action, suit, or
    proceeding referred to in division (E)(1) or (2) of this section is
    pursuant to section 1701.95 of the Revised Code, expenses, including
    attorney's fees, incurred by a director in defending the action, suit, or
    proceeding shall be paid by the corporation as they are incurred, in
    advance of the final disposition of the action, suit, or proceeding, upon
    receipt of an undertaking by or on behalf of the director in which he
    agrees to do both of the following:

                        (i)  Repay such amount if it is proved by clear and
    convincing evidence in a court of competent jurisdiction that his action or
    failure to act involved an act or omission undertaken with deliberate
    intent to cause injury to the corporation or undertaken with reckless
    disregard for the best interests of the corporation;

                        (ii) Reasonably cooperate with the corporation
    concerning the action, suit, or proceeding.

                   (b)  Expenses, including attorney's fees, incurred by a
    director, trustee, officer, employee, member, manager, or agent in
    defending any action, suit, or proceeding referred to in division (E)(1) or
    (2) of this section, may be paid by the corporation as they are incurred,
    in advance of the final disposition of the action, suit, or proceeding, as
    authorized by the directors in the specific case, upon the receipt of an
    undertaking by or on behalf of the director, trustee, officer, employee,
    member, manager, or agent to repay such amount, if it ultimately is
    determined that he is not entitled to be indemnified by the corporation.

                                       6
(6)  The indemnification authorized by this section shall not be
    exclusive of, and shall be in addition to, any other rights granted to
    those seeking indemnification under the articles, the regulations, any
    agreement, a vote of shareholders or disinterested directors, or otherwise,
    both as to action in their official capacities and as to action in another
    capacity while holding their offices or positions, and shall continue as to
    a person who has ceased to be a director, trustee, officer, employee,
    member, manager, or agent and shall inure to the benefit of the heirs,
    executors, and administrators of such a person.

              (7)  A corporation may purchase and maintain insurance or furnish
    similar protection, including, but not limited to, trust funds, letters of
    credit, or self-insurance, on behalf of or for any person who is or was a
    director, officer, employee, or agent of the corporation, or is or was
    serving at the request of the corporation as a director, trustee, officer,
    employee, member, manager, or agent or another corporation, domestic or
    foreign, nonprofit or for profit, a limited liability company, or a
    partnership, joint venture, trust, or other enterprise, against any
    liability asserted against him and incurred by him in any such capacity, or
    arising out of his status as such, whether or not the corporation would
    have the power to indemnify him against such liability under this section. 
    Insurance may be purchased from or maintained with a person in which the
    corporation has a financial interest.

              (8)  The authority of a corporation to indemnify persons pursuant
    to division (E)(1) or (2) of this section does not limit the payment of
    expenses as they are incurred, indemnification, insurance, or other
    protection that may be provided pursuant to divisions (E)(5), (6), and (7)
    of this section.  Divisions (E)(1) and (2) of this section do not create
    any obligation to repay or return payments made by the corporation pursuant
    to division (E)(5), (6), or (7).

              (9)  As used in division (E) of this section, "corporation"
    includes all constituent entities in a consolidation or merger and the new
    or surviving corporation, so that any person who is or was a director,
    officer, employee, trustee, member, manager, or agent of such a constituent
    entity, or is or was serving at the request of such constituent entity as a
    director, trustee, officer, employee, member, manager, or agent of another
    corporation, domestic or foreign, nonprofit or for profit, a limited
    liability company, or a partnership, joint venture, trust, or other
    enterprise, shall stand in the same position under this section with
    respect to the new or surviving corporation as he would if he had served
    the new or surviving corporation in the same capacity.

Item 7.  Exemption from Registration Claimed.

    Not applicable since no restricted securities will be reoffered or resold
pursuant to this Registration Statement.

                                       7
Item 8.  Exhibits

    The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):
    
    No.  Exhibit                                                    Page

    4    Common Stock Certificate*                                   --

    5    Opinion of Elias, Matz, Tiernan & Herrick                   E-1
           L.L.P. as to the legality of the securities

    23.1 Consent of Elias, Matz, Tiernan & Herrick                   --
         L.L.P. (contained in the opinion included
          as Exhibit 5)

    23.2 Consent of Grant Thornton LLP                               E-3

    24   Power of attorney for any subsequent                        --
          amendments is located in the signature pages

    99.1 1992 Stock Incentive Plan*                                  --

--------------------

*   Incorporated by reference from the Company's Registration Statement on Form
    S-1 (Commission File No. 33-99304) filed with the Commission on November
    14, 1995, as amended.

Item 9.  Undertakings.

    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, (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, and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change in such
information in the Registration Statement; provided, however, that clauses (i)
and (ii) do not apply if the

                                       8
information required to be included in a post-effective amendment by those 
clauses is contained in periodic reports filed by the Registrant pursuant to 
Section 13 or Section 15(d) of the Exchange Act that are incorporated by 
reference in the Registration Statement.

    2.   That, for the purpose of determining any liability under the
Securities Act, 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.

    4.   That, for the 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 Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against 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 questions whether such indemnification by it is against public
policy expressed in the Securities Act and will be governed by the final
adjudication of such issue. 

                                       9
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 State of Ohio on February 20, 1997.

                                     FIDELITY FINANCIAL OF OHIO, INC.

                                     By:  /s/ John R. Reusing
                                          -------------------------
                                          John R. Reusing
                                          President and Chief Financial Officer

    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.  Each person whose signature appears
below hereby makes, constitutes and appoints John R. Reusing his true and lawful
attorney, with full power to sign for such person and in such person's name and
capacity indicated below, and with full power of substitution any and all
amendments to this Registration Statement, hereby ratifying and confirming such
person's signature as it may be signed by said attorney to any and all
amendments.

/s/ John R. Reusing                                            February 20, 1997
-------------------------------------
John R. Reusing
President and Chief Executive Officer
(Principal Executive Officer)

/s/ Michael W. Jordon                                          February 20, 1997
-------------------------------------
Michael W. Jordon

/s/ David A. Luecke                                            February 20, 1997
-------------------------------------
David A. Luecke
Director

                                                               February __, 1997
-------------------------------------
Constantine N. Papadakis
Director

/s/ Robert W. Zumbiel                                          February 20, 1997
-------------------------------------
Robert W. Zumbiel
Director

/s/ Paul D. Staubach                                           February 20, 1997
-------------------------------------
Paul D. Staubach
Senior Vice President and Chief
 Financial Officer (Principal
 Financial Officer)

                                                               February __, 1997
-------------------------------------
Thomas N. Spaeth
Director

                                                               February 20, 1997
-------------------------------------
Joseph D. Hughes
Director