Registration No. 333-______

     As filed with the Securities and Exchange Commission on August 6, 2001


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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


                        Alamogordo Financial Corporation
             (Exact Name of Registrant as Specified in its Charter)

         Federal                                                  74-281948
(State or Other Jurisdiction                                  (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

                                 500 10th Street
                          Alamogordo, New Mexico 88310
                    (Address of Principal Executive Offices)

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


             Alamogordo Financial Corporation 2001 Stock Option Plan
      Alamogordo Financial Corporation 2001 Recognition and Retention Plan
                            (Full Title of the Plans)


                                   Copies to:
        R. Miles Ledgerwood
President and Chief Executive Officer                   Alan Schick, Esquire
  Alamogordo Financial Corporation                      Luse Lehman Gorman
           500 10th Street                             Pomerenk & Schick, P.C.
    Alamogordo, New Mexico 88310                      5335 Wisconsin Ave., N.W.,
           (505) 437-9334                                   Suite 400
    (Name, Address and Telephone                       Washington, D.C.  20015
    Number of Agent for Service)                          (202) 274-2000

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


         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          Amount to be              Proposed                Proposed                Amount of
   to be Registered          Registered (1)             Maximum                  Maximum             Registration Fee
                                                   Offering Price Per      Aggregate Offering
                                                         Share                    Price

<S>           <C>          <C>                         <C>                       <C>                       <C>
    Common Stock,
    par value $.10         34,258 shares (2)           $18.50 (3)                $633,773                  $158
      per share
    Common Stock,
    par value $.10         29,491 shares (4)           $19.50 (6)                $575,075                  $144
      per share
    Common Stock,
    par value $.10         31,874 shares (5)           $19.50 (6)                $621,543                  $155
      per share
        Total                95,623 shares                                     $1,830,391                  $458


 _____________
<FN>

(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 Alamogordo Financial Corporation 2001 Stock Option Plan (the "Stock
     Option Plan"), and the Alamogordo Financial Corporation 2001 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 Alamogordo Financial Corporation pursuant to 17 C.F.R. ss.
     230.416(a).
(2)  Represents the number of shares currently reserved for issuance pursuant to
     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 currently reserved for issuance pursuant to
     options available for grant pursuant to the Stock Option Plan.
(5)  Represents the maximum number of shares which can be granted pursuant to
     the Recognition and Retention Plan.
(6)  Determined by reference to the fair market value of the common stock on
     August 3, 2001, pursuant to 17 C.F.R.ss.230.457(c).
</FN>
</TABLE>

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


         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

         The documents containing the information specified in Part I of Form
S-8 have been or will be sent or given to participants in the Stock Option Plan
and the Recognition and Retention Plan (collectively, the "Plans") as specified
by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").

         Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

         The following documents previously or concurrently filed by Alamogordo
Financial Corporation (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, 2000 (Commission File No. 000-29655), 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 year covered by the Annual Report
referred to above;

         c) The description of the common stock of the Company contained in the
Registration Statement on Form SB-2 (Commission File No. 333-92913) originally
filed by the Company under the Securities Act of 1933 with the Commission on
December 16, 1999, 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 R.
Miles Ledgerwood, President and Chief Executive Officer, Alamogordo Financial
Corporation, 500 10th Street, Alamogordo, New Mexico 88310, telephone number
(505) 437-9334.

         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.


                                        3

<PAGE>




Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.   Indemnification of Directors and Officers

     Generally, federal regulations define areas for indemnity coverage for
federal mid-tier holding companies, as follows:

     (a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the company shall be indemnified
for:

     (i) Any amount for which that  person  becomes  liable  under a judgment in
such action; and

     (ii) Reasonable costs and expenses, including reasonable attorneys' fees,
actually paid or incurred by that person in defending or settling such action,
or in enforcing his or her rights under this section if he or she attains a
favorable judgement in such enforcement action.

     (b) Indemnification shall be made to such person under paragraph (b) of
this Section only if:

          (i) Final judgment on the merits is in his or her favor; or

          (ii) In case of:

                   a.      Settlement,
                   b.      Final judgement against him or her, or
                   c.      Final  judgement  in his or her favor, other than on
                           the merits,

if a majority of the disinterested directors of the company determine that he or
she was acting in good faith within the scope of his or her employment or
authority as he or she could reasonably have perceived it under the
circumstances and for a purpose he or she could reasonably have believed under
the circumstances was in the best interest of the company. However, no
indemnification shall be made unless the company gives the Office at least 60
days notice of its intention to make such indemnification. Such notice shall
state the facts on which the action arose, the terms of any settlement, and any
disposition of the action by a court. Such notice, a copy thereof, and a
certified copy of the resolution containing the required determination by the
board of directors shall be sent to the Regional Director, who shall promptly
acknowledge receipt thereof. The notice period shall run from the date of such
receipt. No such indemnification shall be made if the OTS advises the
association in writing, within such notice period, of its objection thereto.

   (c) As used in this paragraph:

     (i) "Action" means any judicial or administrative proceeding, or threatened
proceeding, whether civil, criminal, or otherwise, including any appeal or other
proceeding for review;

     (ii) "Court" includes,  without limitation,  any court to which or in which
any appeal or any proceeding for review is brought;



                                        4

<PAGE>



     (iii) "Final Judgment" means a judgment, decree, or order which is not
appealable or as to which the period for appeal has expired with no appeal
taken;

     (iv) "Settlement" includes the entry of a judgment by consent or confession
or a plea of guilty or of nolo contendere.

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

      10.1        Alamogordo Financial Corporation 2001 Stock Option Plan.              **

      10.2        Alamogordo Financial Corporation 2001 Recognition and                 **
                  Retention Plan.

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

      23.2        Consent of The Accounting & Consulting Group, L.L.P.          Attached as Exhibit 23.2

      24          Power of Attorney                                             Contained on Signature Page
<FN>

** Filed as exhibits to the Registrant's Proxy Statement relating to the
Registrant's June 25, 2001 annual meeting of stockholders, filed with the
Commission on May 29, 2001, which is incorporated herein by reference.
</FN>
</TABLE>

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan distribution 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; and

         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 this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the 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.


                                        5

<PAGE>



                                  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 The Accounting & Consulting Group, L.L.P.









                                        6

<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 Alamogordo, New Mexico, on this 3rd day of
August, 2001.

                                              ALAMOGORDO FINANCIAL
                                              CORPORATION




                                         By:  /s/ R. Miles Ledgerwood
                                              -------------------------------
                                              R. Miles Ledgerwood, President and
                                              Chief Executive Officer
                                              (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Alamogordo Financial
Corporation (the "Company") hereby severally constitute and appoint R. Miles
Ledgerwood as our true and lawful attorney and agent, to do any and all things
in our names in the capacities indicated below which said R. Miles Ledgerwood
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 R.
Miles Ledgerwood 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:
<TABLE>
<CAPTION>

Signatures                                   Title                                               Date



<S>                                         <C>                                                  <C>

/s/ R. Miles Ledgerwood                     President, Chief                                     August 3, 2001
-----------------------                     Executive Officer and Director
R. Miles Ledgerwood                         (Principal Executive
                                            Officer)

/s/ Norma J. Clute                          Chief Financial Officer and
-----------------------                     Treasurer                                            August 3, 2001
Norma J. Clute                              (Principal Financial
                                            and Accounting Officer)


/s/ Rober W. Hamilton                       Chairman of the Board                                August 3, 2001
-----------------------
Robert W. Hamilton



/s/ Thomas Overstreet                       Director and Vice Chairman                           August 3, 2001
-----------------------
S. Thomas Overstreet



/s/ Jimmie D. Randall                       Director                                             August 3, 2001
-----------------------
Jimmie D. Randall



/s/ Earl E. Wallin                          Director                                             August 3, 2001
-----------------------
Earl E. Wallin

</TABLE>



<PAGE>



                                    EXHIBIT 5

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




<PAGE>





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





August 3, 2001                                                    (202) 274-2000

Board of Directors
Alamogordo Financial Corporation
500 10th Street
Alamogordo, New Mexico 88310

                Re:      Alamogordo Financial Corporation 2001 Stock Option Plan
                         and Alamogordo Financial Corporation 2001 Recognition
                         and Retention Plan 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 issuance of Alamogordo Financial Corporation (the "Company")
common stock, par value $.10 per share (the "Common Stock"), pursuant to the
Alamogordo Financial Corporation 2001 Stock Option Plan (the "Stock Option
Plan") and the Alamogordo Financial Corporation 2001 Recognition and Retention
Plan. We have reviewed the Company's Charter, 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 issued
in connection with the exercise of options granted pursuant to the Stock Option
Plan, 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 THE ACCOUNTING & CONSULTING GROUP, L.L.P.



<PAGE>




[letterhead of Accounting & Consulting Group, L.L.P.]


                Independent Certified Public Accountant's Consent



We consent to the incorporation by reference in this Registration statement of
Form S-8 of Alamogordo Financial Corporation relative to the Alamogordo
Financial Corporation 2001 Stock Option Plan and 2001 Recognition and Retention
Plan of our report dated August 23, 2000, with respect to the consolidated
statements of financial condition of Alamogordo Financial Corporation and
subsidiary as of June 30, 2000 and 1999, and the related consolidated statements
of income, stockholders' equity and cash flows for each of the years in the
three-year period ended June 30, 2000, which report appears in the Form 10KSB of
Alamogordo Financial Corporation dated September 25, 2000.

                                          \s\ Accounting & Consulting Group, LLP

                                          Accounting & Consulting Group, LLP



July 31, 2001
[{"type": "S-8", "sequence": "1", "filename": "form_s8-080601.txt", "description": "FORM S-8 ALAMOGORDO FINANCIAL CORP", "secsgml_size_bytes": 23471}]
{"company-data": {"conformed-name": "ALAMOGORDO FINANCIAL CORP", "cik": "0001100542", "assigned-sic": "6199", "irs-number": "742819148", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66942", "film-number": "1698645"}, "business-address": {"street1": "500 10TH ST", "city": "ALAMOGORDO", "state": "NM", "zip": "88310"}, "mail-address": {"street1": "500 10TH STREET", "city": "ALAMOGORDO", "state": "NM", "zip": "88310"}}
Registration No. 333-______

     As filed with the Securities and Exchange Commission on August 6, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                        Alamogordo Financial Corporation
             (Exact Name of Registrant as Specified in its Charter)

         Federal                                                  74-281948
(State or Other Jurisdiction                                  (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

                                 500 10th Street
                          Alamogordo, New Mexico 88310
                    (Address of Principal Executive Offices)

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

             Alamogordo Financial Corporation 2001 Stock Option Plan
      Alamogordo Financial Corporation 2001 Recognition and Retention Plan
                            (Full Title of the Plans)

                                   Copies to:
        R. Miles Ledgerwood
President and Chief Executive Officer                   Alan Schick, Esquire
  Alamogordo Financial Corporation                      Luse Lehman Gorman
           500 10th Street                             Pomerenk & Schick, P.C.
    Alamogordo, New Mexico 88310                      5335 Wisconsin Ave., N.W.,
           (505) 437-9334                                   Suite 400
    (Name, Address and Telephone                       Washington, D.C.  20015
    Number of Agent for Service)                          (202) 274-2000

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

         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          Amount to be              Proposed                Proposed                Amount of
   to be Registered          Registered (1)             Maximum                  Maximum             Registration Fee
                                                   Offering Price Per      Aggregate Offering
                                                         Share                    Price
Common Stock,
    par value $.10         34,258 shares (2)           $18.50 (3)                $633,773                  $158
      per share
    Common Stock,
    par value $.10         29,491 shares (4)           $19.50 (6)                $575,075                  $144
      per share
    Common Stock,
    par value $.10         31,874 shares (5)           $19.50 (6)                $621,543                  $155
      per share
        Total                95,623 shares                                     $1,830,391                  $458

 _____________
(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 Alamogordo Financial Corporation 2001 Stock Option Plan (the "Stock
     Option Plan"), and the Alamogordo Financial Corporation 2001 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 Alamogordo Financial Corporation pursuant to 17 C.F.R. ss.
     230.416(a).
(2)  Represents the number of shares currently reserved for issuance pursuant to
     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 currently reserved for issuance pursuant to
     options available for grant pursuant to the Stock Option Plan.
(5)  Represents the maximum number of shares which can be granted pursuant to
     the Recognition and Retention Plan.
(6)  Determined by reference to the fair market value of the common stock on
     August 3, 2001, pursuant to 17 C.F.R.ss.230.457(c).
------------------------------------

         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

         The documents containing the information specified in Part I of Form
S-8 have been or will be sent or given to participants in the Stock Option Plan
and the Recognition and Retention Plan (collectively, the "Plans") as specified
by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").

         Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

         The following documents previously or concurrently filed by Alamogordo
Financial Corporation (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, 2000 (Commission File No. 000-29655), 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 year covered by the Annual Report
referred to above;

         c) The description of the common stock of the Company contained in the
Registration Statement on Form SB-2 (Commission File No. 333-92913) originally
filed by the Company under the Securities Act of 1933 with the Commission on
December 16, 1999, 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 R.
Miles Ledgerwood, President and Chief Executive Officer, Alamogordo Financial
Corporation, 500 10th Street, Alamogordo, New Mexico 88310, telephone number
(505) 437-9334.

         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.

                                        3
Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.   Indemnification of Directors and Officers

     Generally, federal regulations define areas for indemnity coverage for
federal mid-tier holding companies, as follows:

     (a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the company shall be indemnified
for:

     (i) Any amount for which that  person  becomes  liable  under a judgment in
such action; and

     (ii) Reasonable costs and expenses, including reasonable attorneys' fees,
actually paid or incurred by that person in defending or settling such action,
or in enforcing his or her rights under this section if he or she attains a
favorable judgement in such enforcement action.

     (b) Indemnification shall be made to such person under paragraph (b) of
this Section only if:

          (i) Final judgment on the merits is in his or her favor; or

          (ii) In case of:

                   a.      Settlement,
                   b.      Final judgement against him or her, or
                   c.      Final  judgement  in his or her favor, other than on
                           the merits,

if a majority of the disinterested directors of the company determine that he or
she was acting in good faith within the scope of his or her employment or
authority as he or she could reasonably have perceived it under the
circumstances and for a purpose he or she could reasonably have believed under
the circumstances was in the best interest of the company. However, no
indemnification shall be made unless the company gives the Office at least 60
days notice of its intention to make such indemnification. Such notice shall
state the facts on which the action arose, the terms of any settlement, and any
disposition of the action by a court. Such notice, a copy thereof, and a
certified copy of the resolution containing the required determination by the
board of directors shall be sent to the Regional Director, who shall promptly
acknowledge receipt thereof. The notice period shall run from the date of such
receipt. No such indemnification shall be made if the OTS advises the
association in writing, within such notice period, of its objection thereto.

   (c) As used in this paragraph:

     (i) "Action" means any judicial or administrative proceeding, or threatened
proceeding, whether civil, criminal, or otherwise, including any appeal or other
proceeding for review;

     (ii) "Court" includes,  without limitation,  any court to which or in which
any appeal or any proceeding for review is brought;

                                        4
(iii) "Final Judgment" means a judgment, decree, or order which is not
appealable or as to which the period for appeal has expired with no appeal
taken;

     (iv) "Settlement" includes the entry of a judgment by consent or confession
or a plea of guilty or of nolo contendere.

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

      10.1        Alamogordo Financial Corporation 2001 Stock Option Plan.              **

      10.2        Alamogordo Financial Corporation 2001 Recognition and                 **
                  Retention Plan.

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

      23.2        Consent of The Accounting & Consulting Group, L.L.P.          Attached as Exhibit 23.2

      24          Power of Attorney                                             Contained on Signature Page
** Filed as exhibits to the Registrant's Proxy Statement relating to the
Registrant's June 25, 2001 annual meeting of stockholders, filed with the
Commission on May 29, 2001, which is incorporated herein by reference.
Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

         1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan distribution 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; and

         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 this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the 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.

                                        5
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 The Accounting & Consulting Group, L.L.P.

                                        6
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 Alamogordo, New Mexico, on this 3rd day of
August, 2001.

                                              ALAMOGORDO FINANCIAL
                                              CORPORATION

                                         By:  /s/ R. Miles Ledgerwood
                                              -------------------------------
                                              R. Miles Ledgerwood, President and
                                              Chief Executive Officer
                                              (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Alamogordo Financial
Corporation (the "Company") hereby severally constitute and appoint R. Miles
Ledgerwood as our true and lawful attorney and agent, to do any and all things
in our names in the capacities indicated below which said R. Miles Ledgerwood
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 R.
Miles Ledgerwood 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:
Signatures                                   Title                                               Date
/s/ R. Miles Ledgerwood                     President, Chief                                     August 3, 2001
-----------------------                     Executive Officer and Director
R. Miles Ledgerwood                         (Principal Executive
                                            Officer)

/s/ Norma J. Clute                          Chief Financial Officer and
-----------------------                     Treasurer                                            August 3, 2001
Norma J. Clute                              (Principal Financial
                                            and Accounting Officer)

/s/ Rober W. Hamilton                       Chairman of the Board                                August 3, 2001
-----------------------
Robert W. Hamilton

/s/ Thomas Overstreet                       Director and Vice Chairman                           August 3, 2001
-----------------------
S. Thomas Overstreet

/s/ Jimmie D. Randall                       Director                                             August 3, 2001
-----------------------
Jimmie D. Randall

/s/ Earl E. Wallin                          Director                                             August 3, 2001
-----------------------
Earl E. Wallin
EXHIBIT 5

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

August 3, 2001                                                    (202) 274-2000

Board of Directors
Alamogordo Financial Corporation
500 10th Street
Alamogordo, New Mexico 88310

                Re:      Alamogordo Financial Corporation 2001 Stock Option Plan
                         and Alamogordo Financial Corporation 2001 Recognition
                         and Retention Plan 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 issuance of Alamogordo Financial Corporation (the "Company")
common stock, par value $.10 per share (the "Common Stock"), pursuant to the
Alamogordo Financial Corporation 2001 Stock Option Plan (the "Stock Option
Plan") and the Alamogordo Financial Corporation 2001 Recognition and Retention
Plan. We have reviewed the Company's Charter, 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 issued
in connection with the exercise of options granted pursuant to the Stock Option
Plan, 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 THE ACCOUNTING & CONSULTING GROUP, L.L.P.
[letterhead of Accounting & Consulting Group, L.L.P.]

                Independent Certified Public Accountant's Consent

We consent to the incorporation by reference in this Registration statement of
Form S-8 of Alamogordo Financial Corporation relative to the Alamogordo
Financial Corporation 2001 Stock Option Plan and 2001 Recognition and Retention
Plan of our report dated August 23, 2000, with respect to the consolidated
statements of financial condition of Alamogordo Financial Corporation and
subsidiary as of June 30, 2000 and 1999, and the related consolidated statements
of income, stockholders' equity and cash flows for each of the years in the
three-year period ended June 30, 2000, which report appears in the Form 10KSB of
Alamogordo Financial Corporation dated September 25, 2000.

                                          \s\ Accounting & Consulting Group, LLP

                                          Accounting & Consulting Group, LLP

July 31, 2001