Registration No. 333-_____          As filed with the Commission on May 26, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




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




                           Great Pee Dee Bancorp, Inc.
________________________________________________________________________________
             (Exact Name of Registrant as Specified in its Charter)

    Delaware                                        56-2050592
________________________________________________________________________________
(State of Incorporation)                    (IRS Employer Identification No.)

                                515 Market Street
                          Cheraw, South Carolina 29520
________________________________________________________________________________
              (Address of Principal Executive Offices and Zip Code)




               Great Pee Dee Bancorp, Inc. 1998 Stock Option Plan
         Great Pee Dee Bancorp, Inc. 1998 Recognition and Retention Plan
________________________________________________________________________________
                            (Full Title of the Plans)

                                   Copies to:
      Herbert W. Watts                           Kenneth R. Lehman, Esquire
President and Chief Executive Officer       Luse Lehman Gorman Pomerenk & Schick
   Great Pee Dee Bancorp, Inc.                   A Professional Corporation
       515 Market Street                       5335 Wisconsin Ave., NW, #400
  Cheraw, South Carolina 29520                    Washington, D.C.  20015
        (843) 537-7656                                (202) 274-2000
________________________________________________________________________________
            (Name, Address and Telephone Number of Agent for Service)




         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933 check the following box. |X|



<PAGE>



<TABLE>
<CAPTION>


                                          CALCULATION OF REGISTRATION FEE


 Title of Securities to        Amount to be             Proposed                Proposed                Amount of
      be Registered           Registered (1)            Maximum                  Maximum             Registration Fee
                                                   Offering Price Per      Aggregate Offering
                                                         Share                    Price
<S>                          <C>                          <C>                      <C>                    <C>
Option to Purchase
Common Stock
Common Stock, par
value $0.01 per share       190,485 shares (2)           $12.00(3)             $2,285,820                  $635
Common Stock, par
value $0.01 per share        29,728 shares (4)          $12.875(3)               $382,748                  $106
Common Stock, par
value $0.01 per share        76,192 shares (5)           $12.00(6)               $914,304                  $254
Common Stock, par
value $0.01 per share        11,893 shares (7)          $12.875(6)               $153,122                   $43
                            _________________           _________              __________                ______
          Total             308,298 shares                                     $3,735,994                $1,039

</TABLE>

 -------------
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Great Pee Dee Bancorp,  Inc. 1998 Stock Option Plan (the " Stock Option
     Plan"), and the Great Pee Dee Bancorp,  Inc. 1998 Recognition and Retention
     Plan (the "Recognition and Retention Plan") as the result of a stock split,
     stock  dividend or similar  adjustment of the  outstanding  Common Stock of
     Gaston Federal Bancorp, Inc. pursuant to 17 C.F.R. ss. 230.416(a).
(2)  Represents the number of shares currently reserved for issuance for options
     granted pursuant to the Stock Option Plan.
(3)  Determined   by   the   exercise   price   of   options   pursuant   to  17
     C.F.R.ss.230.457(h)(1).
(4)  Represents the number of shares  reserved for issuance  pursuant to options
     which have not been granted pursuant to the Stock Option Plan.
(5)  Represents the number of shares  awarded  pursuant to the  Recognition  and
     Retention Plan.
(6)  Determined  by the fair  market  value of the common  stock  pursuant to 17
     C.F.R. ss.230.457(h)(1).
(7)  Represents  the  number  of  shares  reserved  for  award  pursuant  to the
     Registration and Retention Plan.
                      ------------------------------------


         This  Registration  Statement  shall  become  effective  upon filing in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.



                                        2

<PAGE>



PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
Annual Information

         Documents  containing  the  information  required  by  Part  I  of  the
Registration Statement have been or will be sent or given to participants in the
Stock Option Plan and the Recognition  and Retention  Plan, as  appropriate,  as
specified by Securities  Act Rule  428(b)(1).  Such documents are not filed with
the Securities and Exchange  Commission  (the  "Commission"  or "SEC") either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

         The following  documents  previously or concurrently filed by Great Pee
Dee Bancorp, Inc. (the "Company") with the Commission are hereby incorporated by
reference in this Registration Statement:

(a)      the  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
         June 30, 1998 (File No.  0-23521)  filed  pursuant to Rule 13a-1 of 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  Company's  definitive  Proxy  Statement  for  its  Annual  Meeting
         of Stockholders held on January 7, 1999;

(d)      the description of the common stock,  par value $0.01 per share, of the
         Company contained in the Company's  Registration Statement on Form SB-2
         (File No. 333-36489)  originally filed with the Commission on September
         26,  1997 and all  amendments  or  reports  filed  for the  purpose  of
         updating such description.

         All  documents  subsequently  filed by the Company with the  Commission
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 to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
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 Herbert
W. Watts,  President and Chief Executive Officer,  Great Pee Dee Bancorp,  Inc.,
515 Market  Street,  Cheraw,  South  Carolina,  29520,  telephone  number  (843)
537-7656.

         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.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.



                                        3

<PAGE>



Item 6.  Indemnification of Directors and Officers

         Article  TENTH of the  Certificate  of  Incorporation  of Great Pee Dee
Bancorp,   Inc.  (the   "Corporation")  sets  forth  circumstances  under  which
directors,  officers,  employees and agents of the Corporation may be insured or
indemnified against liability which they may incur in their capacities as such.

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

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

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


                                        4

<PAGE>



expenses pursuant to the terms of an undertaking, the burden of proving that the
indemnitee  is  not  entitled  to be  indemnified,  or to  such  advancement  of
expenses, under this Article TENTH or otherwise, shall be on the Corporation.

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

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

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

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  List of Exhibits
<TABLE>
<CAPTION>

Regulation S-K                                                                  Reference to Prior Filing or
Exhibit Number                      Document                                    Exhibit No. Attached Hereto

<S>                  <C>                                                             <C>
     4               Specimen form of common stock certificate
                     of Great Pee Dee Bancorp, Inc.                                   *

     5               Opinion of Luse Lehman Gorman Pomerenk                           Attached as Exhibit 5
                     & Schick, P.C.

   10.1              Great Pee Dee Bancorp, Inc. 1999 Stock Option                    **
                     Plan

   10.2              Great Pee Dee Bancorp, Inc. 1999 Recognition and Retention Plan  **

   23.1              Consent of Luse Lehman Gorman Pomerenk                           Contained in Exhibit 5
                     & Schick, P.C.

   23.2              Consent of Dixon Odom PLLC.                                      Attached as Exhibit 23.2

    24               Power of Attorney                                                Contained on Signature Page

</TABLE>

*    Filed as exhibits to the Registrant's  Registration  Statement on Form SB-2
     (File No.  333-36489)  filed with the  Commission  on  September  26,  1997
     pursuant  to  Section 5 of the  Securities  Act of 1933 and all  amendments
     thereto or reports filed for the purpose of updating such description.  All
     of such  previously  filed  documents  are  hereby  incorporated  herein by
     reference in accordance with Item 601 of Regulation S-K.
**   Filed as  exhibits  to the  Registrant's  Proxy  Statement  relating to the
     Registrant's January 7, 1999 annual meeting of stockholders, filed with the
     Commission on December 1, 1998, which is incorporated herein by reference.

Item 9.  Undertakings

          The undersigned Registrant hereby undertakes:



                                        5

<PAGE>



          1. To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  to  include  any
material  information with respect to the Registration  Statement not previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information in this 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 Stock Option Plan and the Recognition and Retention Plan;

          4.  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  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; and

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


                                        6

<PAGE>



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit Number                      Description



<S>                        <C>
5                          Opinion of Luse Lehman  Gorman  Pomerenk & Schick,  A
                           Professional  Corporation  as to the  legality of the
                           Common Stock registered hereby

23.1                       Consent of Luse Lehman Gorman Pomerenk & Schick,
                           A Professional  Corporation (contained in the opinion
                           included as Exhibit 5)

23.2                       Consent of Dixon Odom PLLC.

</TABLE>






                                        7

<PAGE>



                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all 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 Cheraw,  State of South Carolina,  on this 25th
day of May, 1999.

                                Great Pee Dee Bancorp, Inc.

                                By:      /s/ Herbert W. Watts
                                Herbert W. Watts
                                President and Chief Executive Officer
                                (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  directors  and officers of Great Pee Dee Bancorp,
Inc. (the "Company") hereby severally constitute and appoint Herbert W. Watts as
our true and lawful attorney and agent, to do any and all things in our names in
the capacities indicated below which said Herbert W. Watts may deem necessary or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission, in connection with the registration statement on Form S-8, including
specifically,  but not limited  to,  power and  authority  to sign for us in our
names in the capacities  indicated below the registration  statement and any and
all amendments  (including  post-effective  amendments)  thereto;  and we hereby
approve,  ratify and confirm all that said Herbert W. Watts shall do or cause to
be done by virtue thereof.

         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 date indicated.



By:/s/ Herbert W. Watts                   By: /s/ Johnnie Lee Craft
   Herbert W. Watts, President, Chief         Johnnie Lee Craft, Treasurer
   Executive Officer and Director             and Secretary
   (Principal Executive Officer)              (Principal Financial and
                                              Accounting Officer)

Date: May 25, 1999                        Date: May 25, 1999



By:  /s/ Robert M. Bennett                    By: /s/ William Rhett Butler
     Robert M. Bennett, Chairman                  William Rhett Butler, Director
     of the Board

Date: May 25, 1999                                Date: May 25, 1999



By:  /s/ James C. Crawford, III               By: /s/ Henry P. Duvall
     James C. Crawford, III, Director             Henry P. Duvall, Director

Date: May 25, 1999                            Date: May 25, 1999


By:  /s/ Cornelius Byrd Young
     Cornelius Byrd Young, Director

Date: May 25, 1999








<PAGE>


























                                    EXHIBIT 5

              OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.





<PAGE>



[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]




May 25, 1999                                                      (202) 274-2000

Board of Directors
Great Pee Dee Bancorp, Inc.
515 Market Street
Cheraw, SC 29520

      Re:      Great Pee Dee Bancorp, Inc.
               Registration Statement on Form S-8

Ladies and Gentlemen:

         You have  requested  the opinion of this firm as to certain  matters in
connection  with  the  offer  and  sale of  Great  Pee Dee  Bancorp,  Inc.  (the
"Company")  common  stock,  par  value  $0.01 per share  (the  "Common  Stock"),
pursuant to the Great Pee Dee Bancorp, Inc. 1998 Stock Option Plan and the Great
Pee Dee Bancorp, Inc. 1998 Recognition and Retention Plan (the "Plans"). We have
reviewed the Company's Certificate of Incorporation,  Registration  Statement on
Form S-8 (the  "Form  S-8"),  as well as  applicable  statutes  and  regulations
governing the Company and the offer and sale of the Common Stock.

         Based on the foregoing, we are of the following opinion:

         Upon the  effectiveness of the Form S-8, the Common Stock, when sold in
         connection with the exercise of options granted  pursuant to the Plans,
         will be legally issued, fully paid and non-assessable.

         This  opinion  has been  prepared  solely for the use of the Company in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.
                                Very truly yours,


                                /s/  Luse   Lehman   Gorman Pomerenk   &  Schick
                                LUSE LEHMAN GORMAN POMERENK & SCHICK
                                A Professional Corporation



<PAGE>



                                  EXHIBIT 23.2

                           CONSENT OF DIXON ODOM PLLC



<PAGE>





                         [LETTERHEAD OF DIXON ODOM PLLC]



                         CONSENT OF INDEPENDENT AUDITORS


To the Board of Directors
Great Pee Dee Bancorp, Inc.
Cheraw, South Carolina

We consent to the  incorporation by reference in the  Registration  Statement of
Great Pee Dee Bancorp, Inc. on Form S-8 of our report dated July 17, 1998 on the
consolidated  financial statements of Great Pee Dee Bancorp, Inc. and Subsidiary
as of and for the years ended June 30, 1998 and 1997.

/s/ Dixon Odom PLLC

Sanford, North Carolina
May 21, 1999
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR GREAT PEE DEE BANCORP, INC.", "secsgml_size_bytes": 27903}]
{"company-data": {"conformed-name": "GREAT PEE DEE BANCORP INC", "cik": "0001046587", "assigned-sic": "6770", "irs-number": "562050592", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79339", "film-number": "99635326"}, "business-address": {"street1": "515 MARKET STREET", "city": "CHERAW", "state": "SC", "zip": "29520", "phone": "8035377656"}, "mail-address": {"street1": "515 MARKET STREET", "city": "CHERAW", "state": "SC", "zip": "29520"}}
Registration No. 333-_____          As filed with the Commission on May 26, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           Great Pee Dee Bancorp, Inc.
________________________________________________________________________________
             (Exact Name of Registrant as Specified in its Charter)

    Delaware                                        56-2050592
________________________________________________________________________________
(State of Incorporation)                    (IRS Employer Identification No.)

                                515 Market Street
                          Cheraw, South Carolina 29520
________________________________________________________________________________
              (Address of Principal Executive Offices and Zip Code)

               Great Pee Dee Bancorp, Inc. 1998 Stock Option Plan
         Great Pee Dee Bancorp, Inc. 1998 Recognition and Retention Plan
________________________________________________________________________________
                            (Full Title of the Plans)

                                   Copies to:
      Herbert W. Watts                           Kenneth R. Lehman, Esquire
President and Chief Executive Officer       Luse Lehman Gorman Pomerenk & Schick
   Great Pee Dee Bancorp, Inc.                   A Professional Corporation
       515 Market Street                       5335 Wisconsin Ave., NW, #400
  Cheraw, South Carolina 29520                    Washington, D.C.  20015
        (843) 537-7656                                (202) 274-2000
________________________________________________________________________________
            (Name, Address and Telephone Number of Agent for Service)

         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933 check the following box. |X|
CALCULATION OF REGISTRATION FEE

 Title of Securities to        Amount to be             Proposed                Proposed                Amount of
      be Registered           Registered (1)            Maximum                  Maximum             Registration Fee
                                                   Offering Price Per      Aggregate Offering
                                                         Share                    Price
Option to Purchase
Common Stock
Common Stock, par
value $0.01 per share       190,485 shares (2)           $12.00(3)             $2,285,820                  $635
Common Stock, par
value $0.01 per share        29,728 shares (4)          $12.875(3)               $382,748                  $106
Common Stock, par
value $0.01 per share        76,192 shares (5)           $12.00(6)               $914,304                  $254
Common Stock, par
value $0.01 per share        11,893 shares (7)          $12.875(6)               $153,122                   $43
                            _________________           _________              __________                ______
          Total             308,298 shares                                     $3,735,994                $1,039
-------------
(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 Great Pee Dee Bancorp,  Inc. 1998 Stock Option Plan (the " Stock Option
     Plan"), and the Great Pee Dee Bancorp,  Inc. 1998 Recognition and Retention
     Plan (the "Recognition and Retention Plan") as the result of a stock split,
     stock  dividend or similar  adjustment of the  outstanding  Common Stock of
     Gaston Federal Bancorp, Inc. pursuant to 17 C.F.R. ss. 230.416(a).
(2)  Represents the number of shares currently reserved for issuance for options
     granted pursuant to the Stock Option Plan.
(3)  Determined   by   the   exercise   price   of   options   pursuant   to  17
     C.F.R.ss.230.457(h)(1).
(4)  Represents the number of shares  reserved for issuance  pursuant to options
     which have not been granted pursuant to the Stock Option Plan.
(5)  Represents the number of shares  awarded  pursuant to the  Recognition  and
     Retention Plan.
(6)  Determined  by the fair  market  value of the common  stock  pursuant to 17
     C.F.R. ss.230.457(h)(1).
(7)  Represents  the  number  of  shares  reserved  for  award  pursuant  to the
     Registration and Retention Plan.
                      ------------------------------------

         This  Registration  Statement  shall  become  effective  upon filing in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

                                        2
PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
Annual Information

         Documents  containing  the  information  required  by  Part  I  of  the
Registration Statement have been or will be sent or given to participants in the
Stock Option Plan and the Recognition  and Retention  Plan, as  appropriate,  as
specified by Securities  Act Rule  428(b)(1).  Such documents are not filed with
the Securities and Exchange  Commission  (the  "Commission"  or "SEC") either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

         The following  documents  previously or concurrently filed by Great Pee
Dee Bancorp, Inc. (the "Company") with the Commission are hereby incorporated by
reference in this Registration Statement:

(a)      the  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
         June 30, 1998 (File No.  0-23521)  filed  pursuant to Rule 13a-1 of 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  Company's  definitive  Proxy  Statement  for  its  Annual  Meeting
         of Stockholders held on January 7, 1999;

(d)      the description of the common stock,  par value $0.01 per share, of the
         Company contained in the Company's  Registration Statement on Form SB-2
         (File No. 333-36489)  originally filed with the Commission on September
         26,  1997 and all  amendments  or  reports  filed  for the  purpose  of
         updating such description.

         All  documents  subsequently  filed by the Company with the  Commission
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 to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
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 Herbert
W. Watts,  President and Chief Executive Officer,  Great Pee Dee Bancorp,  Inc.,
515 Market  Street,  Cheraw,  South  Carolina,  29520,  telephone  number  (843)
537-7656.

         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.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

                                        3
Item 6.  Indemnification of Directors and Officers

         Article  TENTH of the  Certificate  of  Incorporation  of Great Pee Dee
Bancorp,   Inc.  (the   "Corporation")  sets  forth  circumstances  under  which
directors,  officers,  employees and agents of the Corporation may be insured or
indemnified against liability which they may incur in their capacities as such.

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

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

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

                                        4
expenses pursuant to the terms of an undertaking, the burden of proving that the
indemnitee  is  not  entitled  to be  indemnified,  or to  such  advancement  of
expenses, under this Article TENTH or otherwise, shall be on the Corporation.

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

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

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

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  List of Exhibits
Regulation S-K                                                                  Reference to Prior Filing or
Exhibit Number                      Document                                    Exhibit No. Attached Hereto
4               Specimen form of common stock certificate
                     of Great Pee Dee Bancorp, Inc.                                   *

     5               Opinion of Luse Lehman Gorman Pomerenk                           Attached as Exhibit 5
                     & Schick, P.C.

   10.1              Great Pee Dee Bancorp, Inc. 1999 Stock Option                    **
                     Plan

   10.2              Great Pee Dee Bancorp, Inc. 1999 Recognition and Retention Plan  **

   23.1              Consent of Luse Lehman Gorman Pomerenk                           Contained in Exhibit 5
                     & Schick, P.C.

   23.2              Consent of Dixon Odom PLLC.                                      Attached as Exhibit 23.2

    24               Power of Attorney                                                Contained on Signature Page
*    Filed as exhibits to the Registrant's  Registration  Statement on Form SB-2
     (File No.  333-36489)  filed with the  Commission  on  September  26,  1997
     pursuant  to  Section 5 of the  Securities  Act of 1933 and all  amendments
     thereto or reports filed for the purpose of updating such description.  All
     of such  previously  filed  documents  are  hereby  incorporated  herein by
     reference in accordance with Item 601 of Regulation S-K.
**   Filed as  exhibits  to the  Registrant's  Proxy  Statement  relating to the
     Registrant's January 7, 1999 annual meeting of stockholders, filed with the
     Commission on December 1, 1998, which is incorporated herein by reference.

Item 9.  Undertakings

          The undersigned Registrant hereby undertakes:

                                        5
1. To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  to  include  any
material  information with respect to the Registration  Statement not previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information in this 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 Stock Option Plan and the Recognition and Retention Plan;

          4.  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  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; and

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

                                        6
EXHIBIT INDEX
Exhibit Number                      Description
5                          Opinion of Luse Lehman  Gorman  Pomerenk & Schick,  A
                           Professional  Corporation  as to the  legality of the
                           Common Stock registered hereby

23.1                       Consent of Luse Lehman Gorman Pomerenk & Schick,
                           A Professional  Corporation (contained in the opinion
                           included as Exhibit 5)

23.2                       Consent of Dixon Odom PLLC.
7
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all 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 Cheraw,  State of South Carolina,  on this 25th
day of May, 1999.

                                Great Pee Dee Bancorp, Inc.

                                By:      /s/ Herbert W. Watts
                                Herbert W. Watts
                                President and Chief Executive Officer
                                (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  directors  and officers of Great Pee Dee Bancorp,
Inc. (the "Company") hereby severally constitute and appoint Herbert W. Watts as
our true and lawful attorney and agent, to do any and all things in our names in
the capacities indicated below which said Herbert W. Watts may deem necessary or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission, in connection with the registration statement on Form S-8, including
specifically,  but not limited  to,  power and  authority  to sign for us in our
names in the capacities  indicated below the registration  statement and any and
all amendments  (including  post-effective  amendments)  thereto;  and we hereby
approve,  ratify and confirm all that said Herbert W. Watts shall do or cause to
be done by virtue thereof.

         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 date indicated.

By:/s/ Herbert W. Watts                   By: /s/ Johnnie Lee Craft
   Herbert W. Watts, President, Chief         Johnnie Lee Craft, Treasurer
   Executive Officer and Director             and Secretary
   (Principal Executive Officer)              (Principal Financial and
                                              Accounting Officer)

Date: May 25, 1999                        Date: May 25, 1999

By:  /s/ Robert M. Bennett                    By: /s/ William Rhett Butler
     Robert M. Bennett, Chairman                  William Rhett Butler, Director
     of the Board

Date: May 25, 1999                                Date: May 25, 1999

By:  /s/ James C. Crawford, III               By: /s/ Henry P. Duvall
     James C. Crawford, III, Director             Henry P. Duvall, Director

Date: May 25, 1999                            Date: May 25, 1999

By:  /s/ Cornelius Byrd Young
     Cornelius Byrd Young, Director

Date: May 25, 1999
EXHIBIT 5

              OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]

May 25, 1999                                                      (202) 274-2000

Board of Directors
Great Pee Dee Bancorp, Inc.
515 Market Street
Cheraw, SC 29520

      Re:      Great Pee Dee Bancorp, Inc.
               Registration Statement on Form S-8

Ladies and Gentlemen:

         You have  requested  the opinion of this firm as to certain  matters in
connection  with  the  offer  and  sale of  Great  Pee Dee  Bancorp,  Inc.  (the
"Company")  common  stock,  par  value  $0.01 per share  (the  "Common  Stock"),
pursuant to the Great Pee Dee Bancorp, Inc. 1998 Stock Option Plan and the Great
Pee Dee Bancorp, Inc. 1998 Recognition and Retention Plan (the "Plans"). We have
reviewed the Company's Certificate of Incorporation,  Registration  Statement on
Form S-8 (the  "Form  S-8"),  as well as  applicable  statutes  and  regulations
governing the Company and the offer and sale of the Common Stock.

         Based on the foregoing, we are of the following opinion:

         Upon the  effectiveness of the Form S-8, the Common Stock, when sold in
         connection with the exercise of options granted  pursuant to the Plans,
         will be legally issued, fully paid and non-assessable.

         This  opinion  has been  prepared  solely for the use of the Company in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.
                                Very truly yours,

                                /s/  Luse   Lehman   Gorman Pomerenk   &  Schick
                                LUSE LEHMAN GORMAN POMERENK & SCHICK
                                A Professional Corporation
EXHIBIT 23.2

                           CONSENT OF DIXON ODOM PLLC
[LETTERHEAD OF DIXON ODOM PLLC]

                         CONSENT OF INDEPENDENT AUDITORS

To the Board of Directors
Great Pee Dee Bancorp, Inc.
Cheraw, South Carolina

We consent to the  incorporation by reference in the  Registration  Statement of
Great Pee Dee Bancorp, Inc. on Form S-8 of our report dated July 17, 1998 on the
consolidated  financial statements of Great Pee Dee Bancorp, Inc. and Subsidiary
as of and for the years ended June 30, 1998 and 1997.

/s/ Dixon Odom PLLC

Sanford, North Carolina
May 21, 1999