--------------------------------------------------------------------------------
   As filed with the Securities and Exchange Commission on January 8, 1999 - 
                                                   Registration No. 333-________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


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

           Michigan                                      38-3412321
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                 15 South Main Street, Clarkston, Michigan 48346
               (Address of Principal Executive Offices) (Zip Code)

   Clarkston Financial Corporation 1998 Founding Directors' Stock Option Plan
                            (Full Title of the Plan)

          David T. Harrison, 15 South Main Street, Clarkston, Michigan
           48346, (248) 625-0710 (Name, address and telephone number,
                    including area code of agent for service)



                          Copies of Communications to:
                                Donald L. Johnson
                    Varnum, Riddering, Schmidt & Howlett LLP
                      333 Bridge Street, N.W., P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
========================================================================================================================
                                                              Proposed              Proposed
           Title of                                            Maximum               Maximum
       Securities to be              Amount to be          Offering Price           Aggregate             Amount of
          Registered                  Registered            Per Share(2)         Offering Price       Registration Fee
------------------------------------------------------------------------------------------------------------------------
        <S>                        <C>                     <C>                  <C>                    <C>
         Common Stock              75,000 Shares(1)        $  9.50              $  712,500.00          $  211.00
========================================================================================================================
</TABLE>
(1)      Represents the number of shares of Common Stock authorized for issuance
         under the Clarkston Financial  Corporation Stock Compensation Plan (the
         "Plan").  This Registration  Statement also covers such  indeterminable
         additional number of shares as may be issuable under the Plan by reason
         of adjustments in the number of shares covered  thereby as described in
         the Prospectus.
(2)      For shares subject to outstanding but unexercised options, the price is
         computed on the basis of the exercise price.  For the remaining  shares
         under the Plan and for the purpose of computing  the  registration  fee
         only,  the  price shown is based  upon the  price of  $ 9.50 per share,
         the  average  of the bid and  asked  prices  for the  Common  Stock  of
         Clarkston  Financial  Corporation as reported in the OTC Bulletin Board
         on January 6, 1999, in accordance with Rule 457(h).
                                 -------------

Pursuant  to  Rule  416(a)  of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, this Registration  Statement shall cover such additional
securities as may be offered or issued to prevent dilution  resulting from stock
splits, stock dividends or similar transactions.
================================================================================
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
Prospectus is omitted from this  Registration  Statement in accordance with Rule
428 of the Securities Act of 1933 and the Note to Part I of Form S-8.


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     Clarkston  Financial  Corporation  (the "Company")  hereby  incorporates by
reference in this Registration Statement the following documents:

          (a) The final prospectus filed pursuant to Rule 424(b) with respect to
     the  Company's   Registration  Statement  on  Form  SB-2  (No.  333-63685),
     containing  audited  consolidated  financial  statements  for the Company's
     period from inception through August 31, 1998.

          (b) All other reports filed  pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934, as amended ("Exchange Act"), since the end
     of the  period  from  inception  through  August 31,  1998,  covered by the
     document referred to in (a) above.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered  hereby have been sold or which  deregisters  all  securities  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities

     The text  disclosed  under the  heading  "Description  of Capital  Stock --
Common Stock"  contained in the final  prospectus  filed with the Securities and
Exchange  Commission on or about November 25, 1998, pursuant to Rule 424(b) with
respect  to the  Company's  Registration  Statement  on Form  SB-2 (SEC File No.
333-63685) is incorporated herein by reference.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Sections 561-571 of the Michigan Business  Corporation Act, as amended (the
"MBCA"),  grant the Company  broad powers to indemnify  any person in connection
with legal  proceedings  brought  against  him by reason of his  present or past
status as an officer or director of the Company,  provided that the person acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best  interests of the Company,  and with respect to any criminal  action or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
MBCA also gives the Company  broad powers to indemnify  any such person  against
expenses and reasonable  settlement payments in connection with any action by or
in the right of the  Company,  provided  the person acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the Company, except that no indemnification may be made if such person

                                       S-1
<PAGE>
is adjudged to be liable to the Company  unless and only to the extent the court
in which such action was brought  determines upon application that, despite such
adjudication,  but in view of all the  circumstances  of the case, the person is
fairly and reasonably entitled to indemnity for reasonable expenses as the court
deems proper.  In addition,  to the extent that any such person is successful in
the defense of any such legal proceeding, the Company is required by the MBCA to
indemnify  him or her against  expenses,  including  attorneys'  fees,  that are
actually and reasonably incurred by him or her in connection therewith.

     The  Company's  Articles  of  Incorporation  contain  provisions  entitling
directors  and  executive  officers  of the Company to  indemnification  against
certain liabilities and expenses to the full extent permitted by Michigan law.

     Under an insurance  policy  maintained  by the Company,  the  directors and
officers  of the  Company  are  insured  within the  limits  and  subject to the
limitations  of the policy,  against  certain  expenses in  connection  with the
defense  of  certain  claims,   actions,  suits  or  proceedings,   and  certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having been
such directors and officers.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     Reference is made to the Exhibit Index which appears on page S-6.

Item 9.  Undertakings

     The undersigned registrant hereby undertakes:

          (a) 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.

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;  provided, however, that paragraphs (a)(i) and
          (a) (ii) do not apply if the  registration  statement  is on Form S-3,
          Form S-8, or Form F-3, and the information  required to be included in
          a  post-effective  amendment  by  those  paragraphs  is  contained  in
          periodic  reports  filed by the  registrant  pursuant to Section 13 or
          Section  15  (d)  of   Securities   Exchange  Act  of  1934  that  are
          incorporated by reference in the registration statement.

          (b) 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.

          (c) 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.


                                       S-2
<PAGE>
     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  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 bonafide offering thereof.

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






                                       S-3
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Clarkston,  State of  Michigan,  on the 31st day of
December, 1998.

                                     CLARKSTON FINANCIAL CORPORATION


                                     By      /s/ David T. Harrison     
                                             David T. Harrison
                                             Chief Executive Officer, President,
                                             and a Director


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Edwin L. Adler and David T. Harrison, and each of
them, his or her true and lawful  attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for him and in his or her  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 other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing  required and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his or her  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 on  December  31,  1998,  by the
following persons in the capacities indicated.


         Signatures                            Title


  /s/ Edwin L. Adler                Chairman and Director
      Edwin L. Adler


  /s/ David T. Harrison             Chief Executive Officer and a Director
      David T. Harrison             (principal executive officer)


  /s/ James L. Richardson           Treasurer
      James L. Richardson           (principal financial and accounting officer)


  /s/ Louis D. Beer                 Director
      Louis D. Beer


  /s/ William J. Clark              Director
      William J. Clark


  /s/ Charles L. Fortinberry        Director
      Charles L. Fortinberry


                                       S-4
<PAGE>
         Signatures                            Title

  /s/ Bruce H. McIntyre             Director and Secretary
      Bruce H. McIntyre



  /s/ Robert A. Olsen               Director
      Robert A. Olsen



  /s/ John H. Welker                Director
      John H. Welker





                                       S-5
<PAGE>
                                  EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:




Exhibit 4           Clarkston  Financial  Corporation  1998 Founding  Directors'
                    Stock Option Plan, incorporated by reference to Exhibit 10.2
                    to the Registrant's  Form SB-2 Registration  Statement  (No.
                    333-63685)

Exhibit 5           Opinion of Varnum, Riddering, Schmidt & Howlett LLP

Exhibit 23(a)       Consent of Plante & Moran LLP

Exhibit 23(b)       Consent of Varnum, Riddering, Schmidt & Howlett LLP-included
                    in Exhibit 5

Exhibit 24          Power of Attorney - included on page S-4 hereof













::ODMA\PCDOCS\GRR\232100\1


                                       S-6
<PAGE>
                                    EXHIBIT 5






                                 January 4, 1999


Clarkston Financial Corporation
15 South Main Street
Clarkston, Michigan 48346

         Re:      Registration Statement on Form S-8 Relating to the
                  Clarkston Financial Corporation 1998 Founding Directors'
                  Stock Option Plan

Ladies and Gentlemen:

     With respect to the Registration  Statement on Form S-8 (the  "Registration
Statement"),  filed by Clarkston Financial  Corporation,  a Michigan corporation
(the "Company"),  with the Securities and Exchange Commission for the purpose of
registering  under the Securities Act of 1933, as amended,  75,000 shares of the
Company's  common  stock  for  issuance  pursuant  to  the  Company's   Founding
Directors'  Stock Option Plan (the "Plan"),  we have examined such documents and
questions of law we consider  necessary or appropriate for the purpose of giving
this opinion. On the basis of such evaluation, we advise you that in our opinion
the 75,000 shares covered by the  Registration  Statement,  upon the exercise of
stock options, at the prices described in the Registration  Statement,  and upon
delivery of such shares and payment therefor in accordance with the terms stated
in the Plan and the Registration Statement, will be duly and legally authorized,
issued and outstanding and will be fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities Act of 1933, as amended,  or under the rules and  regulations of
the Securities and Exchange Commission relating thereto.

                                   Sincerely,

                    VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP


                  /s/ Varnum, Riddering, Schmidt & Howlett LLP
<PAGE>
Exhibit 23(a)


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors
Clarkston Financial Corporation

As  independent  public  accountants,  we hereby  consent  to  incorporation  by
reference  in this  registration  statement  on  Form  S-8 of our  report  dated
September 9, 1998,  included in Clarkston Financial  Corporation's  Registration
Statement on Form SB-2  (Registration No.  333-63685),  and to all references to
our firm included in this registration statement.


                                            /s/ Plante & Moran, LLP


                                            Plante & Moran, LLP





Troy, Michigan
December 28, 1998





                                      -16-
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{"company-data": {"conformed-name": "CLARKSTON FINANCIAL CORP", "cik": "0001068366", "assigned-sic": "6221"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70299", "film-number": "99503098"}, "business-address": {"street1": "158 S MAIN STREET", "city": "CLARKSTON", "state": "MI", "zip": "48346"}, "mail-address": {"street1": "15 S MAIN STREET", "city": "CLARKSTON", "state": "MI", "zip": "48346"}}
--------------------------------------------------------------------------------
   As filed with the Securities and Exchange Commission on January 8, 1999 - 
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

           Michigan                                      38-3412321
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                 15 South Main Street, Clarkston, Michigan 48346
               (Address of Principal Executive Offices) (Zip Code)

   Clarkston Financial Corporation 1998 Founding Directors' Stock Option Plan
                            (Full Title of the Plan)

          David T. Harrison, 15 South Main Street, Clarkston, Michigan
           48346, (248) 625-0710 (Name, address and telephone number,
                    including area code of agent for service)

                          Copies of Communications to:
                                Donald L. Johnson
                    Varnum, Riddering, Schmidt & Howlett LLP
                      333 Bridge Street, N.W., P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000

                         CALCULATION OF REGISTRATION FEE

========================================================================================================================
                                                              Proposed              Proposed
           Title of                                            Maximum               Maximum
       Securities to be              Amount to be          Offering Price           Aggregate             Amount of
          Registered                  Registered            Per Share(2)         Offering Price       Registration Fee
------------------------------------------------------------------------------------------------------------------------
Common Stock              75,000 Shares(1)        $  9.50              $  712,500.00          $  211.00
========================================================================================================================
(1)      Represents the number of shares of Common Stock authorized for issuance
         under the Clarkston Financial  Corporation Stock Compensation Plan (the
         "Plan").  This Registration  Statement also covers such  indeterminable
         additional number of shares as may be issuable under the Plan by reason
         of adjustments in the number of shares covered  thereby as described in
         the Prospectus.
(2)      For shares subject to outstanding but unexercised options, the price is
         computed on the basis of the exercise price.  For the remaining  shares
         under the Plan and for the purpose of computing  the  registration  fee
         only,  the  price shown is based  upon the  price of  $ 9.50 per share,
         the  average  of the bid and  asked  prices  for the  Common  Stock  of
         Clarkston  Financial  Corporation as reported in the OTC Bulletin Board
         on January 6, 1999, in accordance with Rule 457(h).
                                 -------------

Pursuant  to  Rule  416(a)  of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, this Registration  Statement shall cover such additional
securities as may be offered or issued to prevent dilution  resulting from stock
splits, stock dividends or similar transactions.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
Prospectus is omitted from this  Registration  Statement in accordance with Rule
428 of the Securities Act of 1933 and the Note to Part I of Form S-8.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     Clarkston  Financial  Corporation  (the "Company")  hereby  incorporates by
reference in this Registration Statement the following documents:

          (a) The final prospectus filed pursuant to Rule 424(b) with respect to
     the  Company's   Registration  Statement  on  Form  SB-2  (No.  333-63685),
     containing  audited  consolidated  financial  statements  for the Company's
     period from inception through August 31, 1998.

          (b) All other reports filed  pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934, as amended ("Exchange Act"), since the end
     of the  period  from  inception  through  August 31,  1998,  covered by the
     document referred to in (a) above.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this  Registration  Statement  which  indicates that all securities
offered  hereby have been sold or which  deregisters  all  securities  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities

     The text  disclosed  under the  heading  "Description  of Capital  Stock --
Common Stock"  contained in the final  prospectus  filed with the Securities and
Exchange  Commission on or about November 25, 1998, pursuant to Rule 424(b) with
respect  to the  Company's  Registration  Statement  on Form  SB-2 (SEC File No.
333-63685) is incorporated herein by reference.

Item 5.  Interests of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Sections 561-571 of the Michigan Business  Corporation Act, as amended (the
"MBCA"),  grant the Company  broad powers to indemnify  any person in connection
with legal  proceedings  brought  against  him by reason of his  present or past
status as an officer or director of the Company,  provided that the person acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best  interests of the Company,  and with respect to any criminal  action or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
MBCA also gives the Company  broad powers to indemnify  any such person  against
expenses and reasonable  settlement payments in connection with any action by or
in the right of the  Company,  provided  the person acted in good faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the Company, except that no indemnification may be made if such person

                                       S-1
is adjudged to be liable to the Company  unless and only to the extent the court
in which such action was brought  determines upon application that, despite such
adjudication,  but in view of all the  circumstances  of the case, the person is
fairly and reasonably entitled to indemnity for reasonable expenses as the court
deems proper.  In addition,  to the extent that any such person is successful in
the defense of any such legal proceeding, the Company is required by the MBCA to
indemnify  him or her against  expenses,  including  attorneys'  fees,  that are
actually and reasonably incurred by him or her in connection therewith.

     The  Company's  Articles  of  Incorporation  contain  provisions  entitling
directors  and  executive  officers  of the Company to  indemnification  against
certain liabilities and expenses to the full extent permitted by Michigan law.

     Under an insurance  policy  maintained  by the Company,  the  directors and
officers  of the  Company  are  insured  within the  limits  and  subject to the
limitations  of the policy,  against  certain  expenses in  connection  with the
defense  of  certain  claims,   actions,  suits  or  proceedings,   and  certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having been
such directors and officers.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     Reference is made to the Exhibit Index which appears on page S-6.

Item 9.  Undertakings

     The undersigned registrant hereby undertakes:

          (a) 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.

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  registration
          statement  or  any  material   change  to  such   information  in  the
          registration statement;  provided, however, that paragraphs (a)(i) and
          (a) (ii) do not apply if the  registration  statement  is on Form S-3,
          Form S-8, or Form F-3, and the information  required to be included in
          a  post-effective  amendment  by  those  paragraphs  is  contained  in
          periodic  reports  filed by the  registrant  pursuant to Section 13 or
          Section  15  (d)  of   Securities   Exchange  Act  of  1934  that  are
          incorporated by reference in the registration statement.

          (b) 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.

          (c) 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.

                                       S-2
The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  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 bonafide offering thereof.

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

                                       S-3
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Clarkston,  State of  Michigan,  on the 31st day of
December, 1998.

                                     CLARKSTON FINANCIAL CORPORATION

                                     By      /s/ David T. Harrison     
                                             David T. Harrison
                                             Chief Executive Officer, President,
                                             and a Director

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Edwin L. Adler and David T. Harrison, and each of
them, his or her true and lawful  attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for him and in his or her  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 other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority,  granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing  required and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and  confirming  all that said  attorney-in-fact  and
agent, or his or her  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 on  December  31,  1998,  by the
following persons in the capacities indicated.

         Signatures                            Title

  /s/ Edwin L. Adler                Chairman and Director
      Edwin L. Adler

  /s/ David T. Harrison             Chief Executive Officer and a Director
      David T. Harrison             (principal executive officer)

  /s/ James L. Richardson           Treasurer
      James L. Richardson           (principal financial and accounting officer)

  /s/ Louis D. Beer                 Director
      Louis D. Beer

  /s/ William J. Clark              Director
      William J. Clark

  /s/ Charles L. Fortinberry        Director
      Charles L. Fortinberry

                                       S-4
Signatures                            Title

  /s/ Bruce H. McIntyre             Director and Secretary
      Bruce H. McIntyre

  /s/ Robert A. Olsen               Director
      Robert A. Olsen

  /s/ John H. Welker                Director
      John H. Welker

                                       S-5
EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:

Exhibit 4           Clarkston  Financial  Corporation  1998 Founding  Directors'
                    Stock Option Plan, incorporated by reference to Exhibit 10.2
                    to the Registrant's  Form SB-2 Registration  Statement  (No.
                    333-63685)

Exhibit 5           Opinion of Varnum, Riddering, Schmidt & Howlett LLP

Exhibit 23(a)       Consent of Plante & Moran LLP

Exhibit 23(b)       Consent of Varnum, Riddering, Schmidt & Howlett LLP-included
                    in Exhibit 5

Exhibit 24          Power of Attorney - included on page S-4 hereof

::ODMA\PCDOCS\GRR\232100\1

                                       S-6
EXHIBIT 5

                                 January 4, 1999

Clarkston Financial Corporation
15 South Main Street
Clarkston, Michigan 48346

         Re:      Registration Statement on Form S-8 Relating to the
                  Clarkston Financial Corporation 1998 Founding Directors'
                  Stock Option Plan

Ladies and Gentlemen:

     With respect to the Registration  Statement on Form S-8 (the  "Registration
Statement"),  filed by Clarkston Financial  Corporation,  a Michigan corporation
(the "Company"),  with the Securities and Exchange Commission for the purpose of
registering  under the Securities Act of 1933, as amended,  75,000 shares of the
Company's  common  stock  for  issuance  pursuant  to  the  Company's   Founding
Directors'  Stock Option Plan (the "Plan"),  we have examined such documents and
questions of law we consider  necessary or appropriate for the purpose of giving
this opinion. On the basis of such evaluation, we advise you that in our opinion
the 75,000 shares covered by the  Registration  Statement,  upon the exercise of
stock options, at the prices described in the Registration  Statement,  and upon
delivery of such shares and payment therefor in accordance with the terms stated
in the Plan and the Registration Statement, will be duly and legally authorized,
issued and outstanding and will be fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities Act of 1933, as amended,  or under the rules and  regulations of
the Securities and Exchange Commission relating thereto.

                                   Sincerely,

                    VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP

                  /s/ Varnum, Riddering, Schmidt & Howlett LLP
Exhibit 23(a)

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Clarkston Financial Corporation

As  independent  public  accountants,  we hereby  consent  to  incorporation  by
reference  in this  registration  statement  on  Form  S-8 of our  report  dated
September 9, 1998,  included in Clarkston Financial  Corporation's  Registration
Statement on Form SB-2  (Registration No.  333-63685),  and to all references to
our firm included in this registration statement.

                                            /s/ Plante & Moran, LLP

                                            Plante & Moran, LLP

Troy, Michigan
December 28, 1998

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