As filed with the Securities and Exchange Commission on June 5, 2002

                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                             Nittany Financial Corp.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         Pennsylvania                                        23-2925762
-------------------------------                          -------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)

                             116 East College Avenue
                        State College, Pennsylvania 16801
             ------------------------------------------------------
                    (Address of principal executive offices)

                 Nittany Financial Corp. 1998 Stock Option Plan
             ------------------------------------------------------
                            (Full Title of the Plan)

                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
             ------------------------------------------------------

            (Name, address and telephone number of agent for service)

<TABLE>
<CAPTION>
                                      CALCULATION OF REGISTRATION FEE
============================================================================================================================
Title of                                         Proposed Maximum         Proposed Maximum
Securities to                Amount to be            Offering            Aggregate Offering          Amount of Registration
be Registered               Registered (1)      Price Per Share(2)            Price (2)                     Fee (2)
-------------               --------------      ------------------            ---------              -----------------------
<S>                    <C>                         <C>                          <C>                     <C>
Common Stock
$0.10 par value
per share                   99,068 shares              $8.26                           $818,302              $75.28

Common Stock
$0.10 par value
per share                    5,266 shares              $7.65                            $40,285              $3.71

Common Stock
$0.10 par value
per share                   106,838 shares             $9.82                         $1,049,149              $96.52

Common Stock
$0.10 par value
per share                    3,633 shares             $18.75                            $68,119              $6.27
============================================================================================================================
</TABLE>

(1)      The maximum number of shares of common stock issuable upon awards to be
         granted under the Nittany  Financial  Corp. 1998 Stock Option Plan (the
         "Plan")  consists of 214,805  shares which are being  registered  under
         this  Registration  Statement and for which a registration fee is being
         paid. Additionally,  an indeterminate number of additional shares which
         may be  offered  and issued to prevent  dilution  resulting  from stock
         splits, dividends or similar transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 214,805 shares are being  registered
         hereby,  of which 99,068 shares are under option at a weighted  average
         exercise price of $8.26 per share  ($818,302 in the  aggregate),  5,266
         shares are under option at a weighted  average  exercise price of $7.65
         per share  ($40,285 in the  aggregate),  and  106,838  shares are under
         option at a weighted average exercise price of $9.82 per share ($1,049,
         149 in the  aggregate).  The  remainder of such  shares,  which are not
         presently subject to options (3,633 shares), are being registered based
         upon the average of the high and low selling prices of the Common Stock
         of the Registrant as reported on the OTC Bulletin Board on June 3, 2002
         of $18.75 per share  ($68,119 in the aggregate) for a total offering of
         $1,975,855.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.

<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
-------

Item 2.  Registrant Information and Employee Plan Annual Information. *
-------

         *This  Registration  Statement  relates to the  registration of 214,805
shares of Nittany Financial Corp. (the "Company" or "Registrant")  common stock,
$.10 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiary as  compensation  for services
in  accordance  with the Nittany  Financial  Corp.  1998 Stock  Option Plan (the
"Plan").  Documents  containing  the  information  required  by  Part I of  this
Registration  Statement  will be sent or  given to  participants  in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
-------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  April  30,  2001  and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The  Company's  Annual  Report on Form  10-KSB for the fiscal  year
ended December 31, 2001, as filed with the Commission;

         (b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2002, as filed with the Commission; and

         (c) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
April 30, 2001.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold 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.
-------

         Not Applicable

                                        2

<PAGE>

Item 5.  Interests of Named Experts and Counsel.
-------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
-------

         Sections 1741 through 1747 of the Pennsylvania Business Corporation Law
provide that an officer,  director,  employee or agent may be indemnified by the
Company  from and against  expenses,  judgments,  fines,  settlements  and other
amounts actually and reasonably incurred in connection with threatened,  pending
or  contemplated  proceedings  (other  than an  action by or in the right of the
Company)  if such  person  acted in good faith and in a manner  that such person
reasonably  believes  to be in, or not  opposed  to, the best  interests  of the
Company.

         Provisions regarding indemnification of directors,  officers, employees
or agents of the Company are contained in Article 10 of the  Company's  Articles
of Incorporation.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act of 1933, as amended ("1933 Act").

         The Registrant believes that these provisions assist the Registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
Registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  Registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the Registrant  because certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  Registrant
could be required to be repaid by the Registrant to an indemnified party.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the 1933 Act. Additionally, the Company has in force a
Directors and Officers Liability Policy underwritten by The Cincinnati Insurance
Company  with a $2.0  million  aggregate  limit of  liability  and an  aggregate
deductible  of $20,000 per loss both for claims  directly  against  officers and
directors  and for claims where the Company is required to  indemnify  directors
and officers.

         Insofar as indemnification  for liabilities  arising under the 1933 Act
may be permitted to  directors,  officers,  or persons  controlling  the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against   public   policy  as  expressed  in  the  1933  Act  and  is  therefore
unenforceable.

Item 7.  Exemption from Registration Claimed.
-------

         Not Applicable

Item 8.  Exhibits.
-------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

                                        3

<PAGE>

Item 9.  Undertakings.
-------

         (a)      The undersigned Registrant hereby undertakes:

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

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

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                    arising  after  the  effective  date  of  the   Registration
                    Statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate,  represent
                    a  fundamental  change in the  information  set forth in the
                    Registration Statement;

                    (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)(1)(i) and (a)(1)(ii) do no apply if the
Registration Statement is on Form S-3, Form S-8, 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 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

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

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

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

                                        4

<PAGE>

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act 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 1933 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  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                        5

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of State College in the Commonwealth of Pennsylvania, as
of June 3, 2002.


                                     NITTANY FINANCIAL CORP.



                                     By:  /s/David Z. Richards, Jr.
                                          --------------------------------------
                                          David Z. Richards, Jr.
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative )


                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of Nittany  Financial Corp.
do hereby  severally  constitute and appoint David Z. Richards,  Jr. as our true
and lawful attorney and agent, to do any and all things and acts in our names in
the capacities indicated below and to execute any and all instruments for us and
in our names in the capacities indicated below which said David Z. Richards, Jr.
may deem necessary or advisable to enable Nittany Financial Corp. to comply with
the  Securities  Act of  1933,  as  amended,  and  any  rules,  regulations  and
requirements of the Securities and Exchange  Commission,  in connection with the
Registration  Statement on Form S-8  relating to the  offering of the  Company's
Common Stock, including specifically, but not limited to, power and authority to
sign,  for  any of 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  ratify and  confirm all that said David Z.
Richards, Jr. shall do or cause to be done by virtue hereof.

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


<TABLE>
<CAPTION>
<S>                                       <C>
/s/Samuel J. Malizia                          /s/David Z. Richards, Jr.
----------------------------------            -----------------------------------------------
Samuel J. Malizia                             David Z. Richards, Jr.
Chairman of the Board of Directors            President, Chief Executive Officer and Director
                                              (Principal Executive and Accounting Officer)


June 3, 2002                                  June 3, 2002
----------------------------------            -----------------------------------------------
(Date)                                        (Date)


/s/David K. Goodman, Jr.                      /s/William A. Jaffe
----------------------------------            -----------------------------------------------
David K. Goodman                              William A. Jaffe
Director                                      Director and Secretary


June 3, 2002                                  June 3, 2002
----------------------------------            -----------------------------------------------
(Date)                                        (Date)
</TABLE>


<PAGE>


/s/D. Michael Taylor                          /s/J. Garry McShea
-------------------------------------         ----------------------------------
D. Michael Taylor                             J. Garry McShea
Director                                      Director


June 3, 2002                                  June 3, 2002
-------------------------------------         ----------------------------------
(Date)                                        (Date)


/s/David K. Goodman, Jr.
-------------------------------------         ----------------------------------
David K. Goodman, Jr.                         Donald J. Musso
Director                                      Director


June 3, 2002
-------------------------------------         ----------------------------------
(Date)                                        (Date)



<PAGE>

                                INDEX TO EXHIBITS




Exhibit              Description
-------              -----------

     4.1        Nittany Financial Corp.
                1998 Stock Option Plan

     4.2        Form of Stock Option Agreement

     4.3        Form of Stock Award Tax Notice

     5.1        Opinion of Malizia Spidi & Fisch, PC as to the validity of the
                Common Stock being registered

    23.1        Consent of Malizia Spidi & Fisch, PC (appears in their opinion
                filed as Exhibit 5.1)

    23.2        Consent of S.R. Snodgrass, A.C.

     24         Reference is made to the Signatures section of this
                Registration Statement for the Power of Attorney contained
                therein
[{"type": "S-8", "sequence": "1", "filename": "s8_060602-0221.txt", "description": "FORM", "secsgml_size_bytes": 20981}]
{"company-data": {"conformed-name": "NITTANY FINANCIAL CORP", "cik": "0001059189", "assigned-sic": "6035", "irs-number": "232925762", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89820", "film-number": "02670583"}, "business-address": {"street1": "116 EAST COLLEGE AVE", "city": "STATE COLLEGE", "state": "PA", "zip": "16801", "phone": "8144666336"}, "mail-address": {"street1": "116 EAST COLLEGE AVE", "city": "STATE COLLEGE", "state": "PA", "zip": "16801"}}
As filed with the Securities and Exchange Commission on June 5, 2002

                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             Nittany Financial Corp.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         Pennsylvania                                        23-2925762
-------------------------------                          -------------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)

                             116 East College Avenue
                        State College, Pennsylvania 16801
             ------------------------------------------------------
                    (Address of principal executive offices)

                 Nittany Financial Corp. 1998 Stock Option Plan
             ------------------------------------------------------
                            (Full Title of the Plan)

                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
             ------------------------------------------------------

            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
============================================================================================================================
Title of                                         Proposed Maximum         Proposed Maximum
Securities to                Amount to be            Offering            Aggregate Offering          Amount of Registration
be Registered               Registered (1)      Price Per Share(2)            Price (2)                     Fee (2)
-------------               --------------      ------------------            ---------              -----------------------
Common Stock
$0.10 par value
per share                   99,068 shares              $8.26                           $818,302              $75.28

Common Stock
$0.10 par value
per share                    5,266 shares              $7.65                            $40,285              $3.71

Common Stock
$0.10 par value
per share                   106,838 shares             $9.82                         $1,049,149              $96.52

Common Stock
$0.10 par value
per share                    3,633 shares             $18.75                            $68,119              $6.27
============================================================================================================================
(1)      The maximum number of shares of common stock issuable upon awards to be
         granted under the Nittany  Financial  Corp. 1998 Stock Option Plan (the
         "Plan")  consists of 214,805  shares which are being  registered  under
         this  Registration  Statement and for which a registration fee is being
         paid. Additionally,  an indeterminate number of additional shares which
         may be  offered  and issued to prevent  dilution  resulting  from stock
         splits, dividends or similar transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 214,805 shares are being  registered
         hereby,  of which 99,068 shares are under option at a weighted  average
         exercise price of $8.26 per share  ($818,302 in the  aggregate),  5,266
         shares are under option at a weighted  average  exercise price of $7.65
         per share  ($40,285 in the  aggregate),  and  106,838  shares are under
         option at a weighted average exercise price of $9.82 per share ($1,049,
         149 in the  aggregate).  The  remainder of such  shares,  which are not
         presently subject to options (3,633 shares), are being registered based
         upon the average of the high and low selling prices of the Common Stock
         of the Registrant as reported on the OTC Bulletin Board on June 3, 2002
         of $18.75 per share  ($68,119 in the aggregate) for a total offering of
         $1,975,855.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
-------

Item 2.  Registrant Information and Employee Plan Annual Information. *
-------

         *This  Registration  Statement  relates to the  registration of 214,805
shares of Nittany Financial Corp. (the "Company" or "Registrant")  common stock,
$.10 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiary as  compensation  for services
in  accordance  with the Nittany  Financial  Corp.  1998 Stock  Option Plan (the
"Plan").  Documents  containing  the  information  required  by  Part I of  this
Registration  Statement  will be sent or  given to  participants  in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
-------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  April  30,  2001  and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

         (a) The  Company's  Annual  Report on Form  10-KSB for the fiscal  year
ended December 31, 2001, as filed with the Commission;

         (b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2002, as filed with the Commission; and

         (c) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
April 30, 2001.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold 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.
-------

         Not Applicable

                                        2
Item 5.  Interests of Named Experts and Counsel.
-------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
-------

         Sections 1741 through 1747 of the Pennsylvania Business Corporation Law
provide that an officer,  director,  employee or agent may be indemnified by the
Company  from and against  expenses,  judgments,  fines,  settlements  and other
amounts actually and reasonably incurred in connection with threatened,  pending
or  contemplated  proceedings  (other  than an  action by or in the right of the
Company)  if such  person  acted in good faith and in a manner  that such person
reasonably  believes  to be in, or not  opposed  to, the best  interests  of the
Company.

         Provisions regarding indemnification of directors,  officers, employees
or agents of the Company are contained in Article 10 of the  Company's  Articles
of Incorporation.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act of 1933, as amended ("1933 Act").

         The Registrant believes that these provisions assist the Registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
Registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  Registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the Registrant  because certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  Registrant
could be required to be repaid by the Registrant to an indemnified party.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the 1933 Act. Additionally, the Company has in force a
Directors and Officers Liability Policy underwritten by The Cincinnati Insurance
Company  with a $2.0  million  aggregate  limit of  liability  and an  aggregate
deductible  of $20,000 per loss both for claims  directly  against  officers and
directors  and for claims where the Company is required to  indemnify  directors
and officers.

         Insofar as indemnification  for liabilities  arising under the 1933 Act
may be permitted to  directors,  officers,  or persons  controlling  the Company
pursuant to the foregoing provisions,  the Company has been informed that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is
against   public   policy  as  expressed  in  the  1933  Act  and  is  therefore
unenforceable.

Item 7.  Exemption from Registration Claimed.
-------

         Not Applicable

Item 8.  Exhibits.
-------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

                                        3
Item 9.  Undertakings.
-------

         (a)      The undersigned Registrant hereby undertakes:

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

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

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                    arising  after  the  effective  date  of  the   Registration
                    Statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate,  represent
                    a  fundamental  change in the  information  set forth in the
                    Registration Statement;

                    (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)(1)(i) and (a)(1)(ii) do no apply if the
Registration Statement is on Form S-3, Form S-8, 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 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

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

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

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

                                        4
(d) Insofar as indemnification  for liabilities  arising under the 1933
Act 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 1933 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  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                        5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of State College in the Commonwealth of Pennsylvania, as
of June 3, 2002.

                                     NITTANY FINANCIAL CORP.

                                     By:  /s/David Z. Richards, Jr.
                                          --------------------------------------
                                          David Z. Richards, Jr.
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative )

                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of Nittany  Financial Corp.
do hereby  severally  constitute and appoint David Z. Richards,  Jr. as our true
and lawful attorney and agent, to do any and all things and acts in our names in
the capacities indicated below and to execute any and all instruments for us and
in our names in the capacities indicated below which said David Z. Richards, Jr.
may deem necessary or advisable to enable Nittany Financial Corp. to comply with
the  Securities  Act of  1933,  as  amended,  and  any  rules,  regulations  and
requirements of the Securities and Exchange  Commission,  in connection with the
Registration  Statement on Form S-8  relating to the  offering of the  Company's
Common Stock, including specifically, but not limited to, power and authority to
sign,  for  any of 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  ratify and  confirm all that said David Z.
Richards, Jr. shall do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.
/s/Samuel J. Malizia                          /s/David Z. Richards, Jr.
----------------------------------            -----------------------------------------------
Samuel J. Malizia                             David Z. Richards, Jr.
Chairman of the Board of Directors            President, Chief Executive Officer and Director
                                              (Principal Executive and Accounting Officer)

June 3, 2002                                  June 3, 2002
----------------------------------            -----------------------------------------------
(Date)                                        (Date)

/s/David K. Goodman, Jr.                      /s/William A. Jaffe
----------------------------------            -----------------------------------------------
David K. Goodman                              William A. Jaffe
Director                                      Director and Secretary

June 3, 2002                                  June 3, 2002
----------------------------------            -----------------------------------------------
(Date)                                        (Date)
/s/D. Michael Taylor                          /s/J. Garry McShea
-------------------------------------         ----------------------------------
D. Michael Taylor                             J. Garry McShea
Director                                      Director

June 3, 2002                                  June 3, 2002
-------------------------------------         ----------------------------------
(Date)                                        (Date)

/s/David K. Goodman, Jr.
-------------------------------------         ----------------------------------
David K. Goodman, Jr.                         Donald J. Musso
Director                                      Director

June 3, 2002
-------------------------------------         ----------------------------------
(Date)                                        (Date)
INDEX TO EXHIBITS

Exhibit              Description
-------              -----------

     4.1        Nittany Financial Corp.
                1998 Stock Option Plan

     4.2        Form of Stock Option Agreement

     4.3        Form of Stock Award Tax Notice

     5.1        Opinion of Malizia Spidi & Fisch, PC as to the validity of the
                Common Stock being registered

    23.1        Consent of Malizia Spidi & Fisch, PC (appears in their opinion
                filed as Exhibit 5.1)

    23.2        Consent of S.R. Snodgrass, A.C.

     24         Reference is made to the Signatures section of this
                Registration Statement for the Power of Attorney contained
                therein