As filed with the Securities and Exchange Commission on March 12, 1999
                                                     Registration No. 333-______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              Skibo Financial Corp.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        United States                                           25-1820465  
-------------------------------                           ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                              242 East Main Street
                        Carnegie, Pennsylvania 15106-0664
                                 (412) 276-2424
                    ----------------------------------------
                    (Address of principal executive offices)

                             First Carnegie Deposit
                         Salary Deferral Plan and Trust
                         ------------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                               Ruel B. Pile, Esq.
                              Evan M. Seigel, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                                                          Proposed Maximum       Amount of
Title of Securities        Amount to be          Proposed Maximum        Aggregate Offering    Registration
to be Registered (1)      Registered (2)   Offering Price Per Unit (3)       Price (4)              Fee
--------------------      --------------   ---------------------------       ---------             ----
<S>                      <C>                         <C>                     <C>                 <C>   
Common Stock                              
$.10 par value            25,400 shares               $7.625                  $193,675            $53.84
==============================================================================================================
</TABLE>

(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests to be offered or sold pursuant to the First Carnegie  Deposit
         Salary Deferral Plan and Trust (the "Plan"), as described herein.
(2)      Estimates the maximum number of shares  expected to be issued under the
         Plan assuming that all employer and employee  contributions to the Plan
         are used to purchase  shares of Common Stock of Skibo  Financial  Corp.
         (the  "Company")  in the open market,  together  with an  indeterminate
         number  of shares  which  may be  necessary  to  adjust  the  number of
         additional shares of Common Stock reserved for issuance pursuant to the
         Plan and being registered herein, as the result of a stock split, stock
         dividend, reclassification,  recapitalization, or similar adjustment(s)
         of the Common Stock of the Company.
(3)      Estimated  solely for the purpose of calculating the  registration  fee
         and calculated pursuant to Rule 457(c) based on the average of the high
         and low  prices of the Common  Stock  reported  in the Nasdaq  SmallCap
         Market on March 8, 1999. (4) Estimated based on (2) and (3) above.

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

<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 25,400
shares of Skibo Financial Corp.  (the "Company" or  "Registrant")  common stock,
$.10 par value per share (the "Common Stock") reserved for issuance and delivery
under the First Carnegie  Deposit  Salary  Deferral Plan and Trust (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  October  30,  1998 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  and  the  Prospectus   constituting  Part  I  of  this
Registration Statement:

         (1)   The Company's Form  8-K  filed with the Commission on October 30,
1998; and

         (2)   The  Company's Quarterly Report on Form  10-QSB for the  quarters
ended December 31, 1998 and September 30, 1998, as filed with the Commission.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and 15(d) of the  Exchange  Act,  prior to the  filing of a
post-effective  amendment 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

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

         Not Applicable

                                        1

<PAGE>


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

         Federal  Regulations  define  areas  for  indemnity  coverage  by First
Carnegie Deposit (the "Bank") 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 Bank shall be  indemnified by
the Bank, as the case may be, for:

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

            (ii)  Reasonable costs and expenses, including reasonable attorney's
         fees, actually paid or incurred by such person in defending or settling
         such action,  or in enforcing his or her rights to  indemnification  if
         the person attains a favorable judgment in such enforcement action.

         (b)  Indemnification  provided for in subparagraph (a) shall be made to
such officer or director only if the requirements of this subparagraph are met:

            (i) The Bank shall make the indemnification provided by subparagraph
         (a) in  connection  with  any  such  action  which  results  in a final
         judgment on the merits in favor of such officer or director.

            (ii)  The  Bank  shall   make  the   indemnification   provided   by
         subparagraph  (a) in case of settlement of such action,  final judgment
         against  such  director  or officer or final  judgment in favor of such
         director  or officer  other than on the  merits,  if a majority  of the
         disinterested  directors of the Bank determines that such a director or
         officer  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  which  he or she  could
         reasonably  have  believed  under  the  circumstances  was in the  best
         interest of the Bank or its members.

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

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

         Office of Thrift  Supervision  regulations  subject  the Company to the
same indemnification regulations applicable to the Bank and described above.

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

         Not Applicable


                                        2

<PAGE>

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.

In lieu of an opinion  of counsel  concerning  the  Plan's  compliance  with the
requirements of ERISA,  the Company hereby  undertakes that it has submitted the
Plan and any  amendment  thereto to the Internal  Revenue  Service  ("IRS") in a
timely manner and will make all changes  required by the IRS in order to qualify
the Plan.

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
            Securities Act of 1933;

            (ii) To reflect in the  prospectus any facts or events arising after
            the effective date of the Registration Statement (or the most recent
            post-effective  amendment  thereof)  which,  individually  or in the
            aggregate,  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
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
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 offering.

            (4) If  the  registrant  is a  foreign  private  issuer,  to  file a
post-effective  amendment to the Registration Statement to include any financial
statements  required by Rule 3-19 of Regulation  S-X at the start of any delayed
offering or throughout a continuous offering.

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

                                        3

<PAGE>


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  Securities  Exchange Act of
1934;  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.

         (d)  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 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.

                                        4

<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 Carnegie in the Commonwealth  State of Pennsylvania,
on the 12th day of March, 1999.

                                  SKIBO FINANCIAL CORP.


                                  By:    /s/ Walter G. Kelly         
                                         ---------------------------------------
                                         Walter G. Kelly
                                         President and Chief Executive Officer
                                         (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Skibo Financial Corp., do
hereby  severally  constitute and appoint Walter G. Kelly 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 Walter G. Kelly may deem
necessary  or  advisable  to enable  Skibo  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 Walter G. Kelly 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 and on the date indicated.


/s/Walter G. Kelly                           /s/Carol A. Gilbert     
-----------------------------------          -----------------------------------
Walter G. Kelly                              Carol A. Gilbert
President, Chief Executive Officer           Chief Financial, Operating Officer
(Principal Executive Officer)                and Treasurer
Date:    March 12, 1999                      (Principal Financial and Accounting
                                             Officer)
                                             Date:  March 12, 1999

/s/John C. Burne                             /s/John T. Mendenhall, Jr.  
-----------------------------------          -----------------------------------
John C. Burne                                John T. Mendenhall, Jr.
Chairman of the Board and Director           Director
Date:    March 12, 1999                      Date:  March 12, 1999

                                             /s/Alexander J. Senules
-----------------------------------          -----------------------------------
Layne W. Craig                               Alexander J. Senules
Director                                     Vice President and Secretary
Date:                                        Date:  March 12, 1999


<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
undersigned trustee of the First Carnegie Deposit Salary Deferral Plan and Trust
has duly caused this  Registration  Statement  to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Carnegie, Commonwealth of
Pennsylvania, on this 12th day of March, 1999.


                                  FIRST CARNEGIE DEPOSIT
                                  SALARY DEFERRAL PLAN AND TRUST



                                  By:    /s/ Walter G. Kelly 
                                         ---------------------------------------
                                         Walter G. Kelly
                                         Trustee

<PAGE>

                                INDEX TO EXHIBITS


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

4.1             Summary Plan Description for the First Carnegie Deposit Salary
                Deferral Plan and Trust

5.1             Favorable  determination  letter dated  February 1,
                1995, confirming that the Plan is qualified under
                Section 401 of the Internal Revenue Code of 1986, as amended

5.2             Participant Voluntary Election Form
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20747}]
{"company-data": {"conformed-name": "SKIBO FINANCIAL CORP", "cik": "0001072685", "assigned-sic": "6035", "irs-number": "251820465", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74369", "film-number": "99564476"}, "business-address": {"street1": "242 EAST MAIN STREET", "city": "CARNEGIE", "state": "PA", "zip": "15106", "phone": "4122762424"}, "mail-address": {"street1": "242 EAST MAIN STREET", "city": "CARNEGIE", "state": "PA", "zip": "15106"}}
As filed with the Securities and Exchange Commission on March 12, 1999
                                                     Registration No. 333-______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             Registration Statement
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              Skibo Financial Corp.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        United States                                           25-1820465  
-------------------------------                           ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                              242 East Main Street
                        Carnegie, Pennsylvania 15106-0664
                                 (412) 276-2424
                    ----------------------------------------
                    (Address of principal executive offices)

                             First Carnegie Deposit
                         Salary Deferral Plan and Trust
                         ------------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                               Ruel B. Pile, Esq.
                              Evan M. Seigel, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
==============================================================================================================
                                                                          Proposed Maximum       Amount of
Title of Securities        Amount to be          Proposed Maximum        Aggregate Offering    Registration
to be Registered (1)      Registered (2)   Offering Price Per Unit (3)       Price (4)              Fee
--------------------      --------------   ---------------------------       ---------             ----
Common Stock                              
$.10 par value            25,400 shares               $7.625                  $193,675            $53.84
==============================================================================================================
(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests to be offered or sold pursuant to the First Carnegie  Deposit
         Salary Deferral Plan and Trust (the "Plan"), as described herein.
(2)      Estimates the maximum number of shares  expected to be issued under the
         Plan assuming that all employer and employee  contributions to the Plan
         are used to purchase  shares of Common Stock of Skibo  Financial  Corp.
         (the  "Company")  in the open market,  together  with an  indeterminate
         number  of shares  which  may be  necessary  to  adjust  the  number of
         additional shares of Common Stock reserved for issuance pursuant to the
         Plan and being registered herein, as the result of a stock split, stock
         dividend, reclassification,  recapitalization, or similar adjustment(s)
         of the Common Stock of the Company.
(3)      Estimated  solely for the purpose of calculating the  registration  fee
         and calculated pursuant to Rule 457(c) based on the average of the high
         and low  prices of the Common  Stock  reported  in the Nasdaq  SmallCap
         Market on March 8, 1999. (4) Estimated based on (2) and (3) above.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933.
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 25,400
shares of Skibo Financial Corp.  (the "Company" or  "Registrant")  common stock,
$.10 par value per share (the "Common Stock") reserved for issuance and delivery
under the First Carnegie  Deposit  Salary  Deferral Plan and Trust (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  October  30,  1998 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  and  the  Prospectus   constituting  Part  I  of  this
Registration Statement:

         (1)   The Company's Form  8-K  filed with the Commission on October 30,
1998; and

         (2)   The  Company's Quarterly Report on Form  10-QSB for the  quarters
ended December 31, 1998 and September 30, 1998, as filed with the Commission.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and 15(d) of the  Exchange  Act,  prior to the  filing of a
post-effective  amendment 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

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

         Not Applicable

                                        1
Item 6.  Indemnification of Directors and Officers.
------

         Federal  Regulations  define  areas  for  indemnity  coverage  by First
Carnegie Deposit (the "Bank") 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 Bank shall be  indemnified by
the Bank, as the case may be, for:

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

            (ii)  Reasonable costs and expenses, including reasonable attorney's
         fees, actually paid or incurred by such person in defending or settling
         such action,  or in enforcing his or her rights to  indemnification  if
         the person attains a favorable judgment in such enforcement action.

         (b)  Indemnification  provided for in subparagraph (a) shall be made to
such officer or director only if the requirements of this subparagraph are met:

            (i) The Bank shall make the indemnification provided by subparagraph
         (a) in  connection  with  any  such  action  which  results  in a final
         judgment on the merits in favor of such officer or director.

            (ii)  The  Bank  shall   make  the   indemnification   provided   by
         subparagraph  (a) in case of settlement of such action,  final judgment
         against  such  director  or officer or final  judgment in favor of such
         director  or officer  other than on the  merits,  if a majority  of the
         disinterested  directors of the Bank determines that such a director or
         officer  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  which  he or she  could
         reasonably  have  believed  under  the  circumstances  was in the  best
         interest of the Bank or its members.

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

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

         Office of Thrift  Supervision  regulations  subject  the Company to the
same indemnification regulations applicable to the Bank and described above.

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

         Not Applicable

                                        2
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.

In lieu of an opinion  of counsel  concerning  the  Plan's  compliance  with the
requirements of ERISA,  the Company hereby  undertakes that it has submitted the
Plan and any  amendment  thereto to the Internal  Revenue  Service  ("IRS") in a
timely manner and will make all changes  required by the IRS in order to qualify
the Plan.

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
            Securities Act of 1933;

            (ii) To reflect in the  prospectus any facts or events arising after
            the effective date of the Registration Statement (or the most recent
            post-effective  amendment  thereof)  which,  individually  or in the
            aggregate,  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
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
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 offering.

            (4) If  the  registrant  is a  foreign  private  issuer,  to  file a
post-effective  amendment to the Registration Statement to include any financial
statements  required by Rule 3-19 of Regulation  S-X at the start of any delayed
offering or throughout a continuous offering.

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

                                        3
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  Securities  Exchange Act of
1934;  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.

         (d)  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 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.

                                        4
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 Carnegie in the Commonwealth  State of Pennsylvania,
on the 12th day of March, 1999.

                                  SKIBO FINANCIAL CORP.

                                  By:    /s/ Walter G. Kelly         
                                         ---------------------------------------
                                         Walter G. Kelly
                                         President and Chief Executive Officer
                                         (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Skibo Financial Corp., do
hereby  severally  constitute and appoint Walter G. Kelly 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 Walter G. Kelly may deem
necessary  or  advisable  to enable  Skibo  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 Walter G. Kelly 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 and on the date indicated.

/s/Walter G. Kelly                           /s/Carol A. Gilbert     
-----------------------------------          -----------------------------------
Walter G. Kelly                              Carol A. Gilbert
President, Chief Executive Officer           Chief Financial, Operating Officer
(Principal Executive Officer)                and Treasurer
Date:    March 12, 1999                      (Principal Financial and Accounting
                                             Officer)
                                             Date:  March 12, 1999

/s/John C. Burne                             /s/John T. Mendenhall, Jr.  
-----------------------------------          -----------------------------------
John C. Burne                                John T. Mendenhall, Jr.
Chairman of the Board and Director           Director
Date:    March 12, 1999                      Date:  March 12, 1999

                                             /s/Alexander J. Senules
-----------------------------------          -----------------------------------
Layne W. Craig                               Alexander J. Senules
Director                                     Vice President and Secretary
Date:                                        Date:  March 12, 1999
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
undersigned trustee of the First Carnegie Deposit Salary Deferral Plan and Trust
has duly caused this  Registration  Statement  to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Carnegie, Commonwealth of
Pennsylvania, on this 12th day of March, 1999.

                                  FIRST CARNEGIE DEPOSIT
                                  SALARY DEFERRAL PLAN AND TRUST

                                  By:    /s/ Walter G. Kelly 
                                         ---------------------------------------
                                         Walter G. Kelly
                                         Trustee
INDEX TO EXHIBITS

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

4.1             Summary Plan Description for the First Carnegie Deposit Salary
                Deferral Plan and Trust

5.1             Favorable  determination  letter dated  February 1,
                1995, confirming that the Plan is qualified under
                Section 401 of the Internal Revenue Code of 1986, as amended

5.2             Participant Voluntary Election Form