As filed with the Securities and Exchange Commission on January 17, 2003.

                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                           PHSB Financial Corporation
            ---------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           Pennsylvania                                         25-1894708
-------------------------------                              ----------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                744 Shenango Road
                        Beaver Falls, Pennsylvania 15010
            ---------------------------------------------------------
                    (Address of principal executive offices)

                PHSB Financial Corporation 2002 Stock Option Plan
              Peoples Home Savings Bank 2002 Restricted Stock Plan
                PHSB Financial Corporation 1998 Stock Option Plan
              Peoples Home Savings Bank 1998 Restricted Stock Plan
            ---------------------------------------------------------
                            (Full Title of the Plans)

                               Richard Fisch, Esq.
                              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                  154,000 shares           $15.51             $2,388,540           $219.75
$0.10 par value
per share

Common Stock                   66,000 shares           $16.60             $1,095,600           $100.80
$0.10 par value
per share

Common Stock                  159,129 shares           $ 9.22             $1,467,169           $134.98
$0.10 par value
per share

Common Stock                   63,652 shares           $16.60             $1,056,623           $ 97.21
$0.10 par value
per share

================================================================================================================
</TABLE>

(1)  The maximum  number of shares of Common  Stock  issuable  upon awards to be
     granted  under  the PHSB  Financial  Corporation  2002  Stock  Option  Plan
     consists  of 154,000  shares,  under the  Peoples  Home  Savings  Bank 2002
     Restricted  Stock Plan consists of 66,000 shares,  under the PHSB Financial
     Corporation  1998 Stock Option Plan consists of 159,129  shares,  and under
     the Peoples Home Savings Bank 1998 Restricted Stock Plan consists of 63,652
     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,   stock   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 442,781 shares are being registered  hereby, of
     which 154,000 shares are under option at a weighted  average exercise price
     of $15.51 per share ($2,388,540 in the aggregate), 159,129 shares are under
     option at a weighted average exercise price of $9.22 per share  ($1,467,169
     in the  aggregate).  The  remainder of such shares,  129,652  consisting of
     66,000 shares under the 2002 Restricted  Stock Plan and 63,652 shares under
     the 1998 Restricted  Stock Plan 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 Nasdaq  National  Market on January 14, 2003, of $16.60 per
     share ($2,152,223 in the aggregate), for a total offering of $6,007,932.

         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 442,781
shares of PHSB  Financial  Corporation  (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 PHSB  Financial  Corporation  2002 Stock Option
Plan under which 154,000 shares are issuable, the Peoples Home Savings Bank 2002
Restricted Stock Plan under which 66,000 shares are issuable, the PHSB Financial
Corporation 1998 Stock Option Plan under which 159,129 shares are issuable,  and
the Peoples  Home  Savings  Bank 1998  Restricted  Stock Plan under which 63,652
shares  are  issuable  (together,   the  "Plans").   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  December  18,  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;

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

          (c)  The  Company's  Quarterly  Report on Form  10-QSB for the quarter
               ended June 30, 2002;

          (d)  The  Company's  Quarterly  Report on Form  10-QSB for the quarter
               ended September 30, 2002; and

          (e)  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 December 18, 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.

                                       2

<PAGE>

Item 4.  Description of Securities.
------

         Not Applicable

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.

         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.

         The Company may purchase and maintain insurance on behalf of any person
who is or was a director,  officer,  employee,  or agent of the Company or is or
was serving at the request of the Company as a director,  officer,  employee, or
agent of  another  corporation,  partnership,  joint  venture,  trust,  or other
enterprise against any liability asserted against the person and incurred by the
person in any such capacity or arising out of his status as such, whether or not
the Company would have the power to indemnify the person  against such liability
under the provisions of the Certificate of Incorporation.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("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

                                       4
<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.

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 not 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 Beaver Falls in the Commonwealth of Pennsylvania,  as
of January 16, 2003.

                                           PHSB FINANCIAL CORPORATION



                                    By:    /s/James P. Wetzel, Jr.
                                           -------------------------------------
                                           James P. Wetzel, Jr.
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)


                                POWER OF ATTORNEY

         We,  the   undersigned   directors  and  officers  of  PHSB   Financial
Corporation,  do hereby severally constitute and appoint James P. Wetzel, 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 James P.
Wetzel,   Jr.  may  deem   necessary  or  advisable  to  enable  PHSB  Financial
Corporation,  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  James P.  Wetzel,  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.



By: /s/James P. Wetzel, Jr.                    By: /s/Richard E. Canonge
    --------------------------------------         -----------------------------
    James P. Wetzel, Jr.                           Richard E. Canonge
    President, Chief Executive Officer             Vice President and Treasurer
      and Director                                 (Principal Financial Officer)
    (Principal Executive Officer)
                                                   Date:  January 16, 2003
    Date:  January 16, 2003


<PAGE>

By:                                            By: /s/Emlyn Charles
    --------------------------------------         -----------------------------
    Douglas K. Brooks                              Emlyn Charles
    Director                                       Director

    Date:                                          Date:  January 16, 2003


By: /s/John C. Kelly                               /s/Joseph D. Belas
    --------------------------------------         -----------------------------
    John C. Kelly                                  Joseph D. Belas
    Director                                       Director

    Date:  January 16, 2003                        Date:  January 16, 2003


By: /s/Howard B. Lenox                         By: /s/John M. Rowse
    --------------------------------------         -----------------------------
    Howard B. Lenox                                John M. Rowse
    Director                                       Director

    Date:  January 16, 2003                        Date:  January 16, 2003


<PAGE>

                                INDEX TO EXHIBITS





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


     4.1        PHSB Financial Corporation 2002 Stock Option Plan

     4.2        Peoples Home Savings Bank 2002 Restricted Stock Plan

     4.3        PHSB Financial Corporation 1998 Stock Option Plan

     4.4        Peoples Home Savings Bank 1998 Restricted Stock Plan

     4.5        Form of Stock Option Agreement to be entered into with
                respect to Stock Options under the 2002 Stock Option Plan

     4.6        Form of Stock Option Agreement to be entered into with
                respect to Stock Options under the 1998 Stock Option Plan

     4.7        Form of Restricted Stock Award Agreement under 2002
                Restricted Stock Plan

     4.8        Form of Restricted Stock Award Agreement under 1998
                Restricted Stock Plan

     4.9        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_011703-0033.txt", "description": "FORM", "secsgml_size_bytes": 22353}]
{"company-data": {"conformed-name": "PHSB FINANCIAL CORP", "cik": "0001158026", "irs-number": "251894708", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102559", "film-number": "03517369"}, "business-address": {"street1": "744 SHENANGO ROAD", "city": "BRAVER FALLS", "state": "PA", "zip": "15010", "phone": "7248467300"}, "mail-address": {"street1": "744 SHENANGO ROAD", "city": "BRAVER FALLS", "state": "PA", "zip": "15010"}}
As filed with the Securities and Exchange Commission on January 17, 2003.

                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                           PHSB Financial Corporation
            ---------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           Pennsylvania                                         25-1894708
-------------------------------                              ----------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

                                744 Shenango Road
                        Beaver Falls, Pennsylvania 15010
            ---------------------------------------------------------
                    (Address of principal executive offices)

                PHSB Financial Corporation 2002 Stock Option Plan
              Peoples Home Savings Bank 2002 Restricted Stock Plan
                PHSB Financial Corporation 1998 Stock Option Plan
              Peoples Home Savings Bank 1998 Restricted Stock Plan
            ---------------------------------------------------------
                            (Full Title of the Plans)

                               Richard Fisch, Esq.
                              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                  154,000 shares           $15.51             $2,388,540           $219.75
$0.10 par value
per share

Common Stock                   66,000 shares           $16.60             $1,095,600           $100.80
$0.10 par value
per share

Common Stock                  159,129 shares           $ 9.22             $1,467,169           $134.98
$0.10 par value
per share

Common Stock                   63,652 shares           $16.60             $1,056,623           $ 97.21
$0.10 par value
per share

================================================================================================================
(1)  The maximum  number of shares of Common  Stock  issuable  upon awards to be
     granted  under  the PHSB  Financial  Corporation  2002  Stock  Option  Plan
     consists  of 154,000  shares,  under the  Peoples  Home  Savings  Bank 2002
     Restricted  Stock Plan consists of 66,000 shares,  under the PHSB Financial
     Corporation  1998 Stock Option Plan consists of 159,129  shares,  and under
     the Peoples Home Savings Bank 1998 Restricted Stock Plan consists of 63,652
     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,   stock   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 442,781 shares are being registered  hereby, of
     which 154,000 shares are under option at a weighted  average exercise price
     of $15.51 per share ($2,388,540 in the aggregate), 159,129 shares are under
     option at a weighted average exercise price of $9.22 per share  ($1,467,169
     in the  aggregate).  The  remainder of such shares,  129,652  consisting of
     66,000 shares under the 2002 Restricted  Stock Plan and 63,652 shares under
     the 1998 Restricted  Stock Plan 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 Nasdaq  National  Market on January 14, 2003, of $16.60 per
     share ($2,152,223 in the aggregate), for a total offering of $6,007,932.

         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 442,781
shares of PHSB  Financial  Corporation  (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 PHSB  Financial  Corporation  2002 Stock Option
Plan under which 154,000 shares are issuable, the Peoples Home Savings Bank 2002
Restricted Stock Plan under which 66,000 shares are issuable, the PHSB Financial
Corporation 1998 Stock Option Plan under which 159,129 shares are issuable,  and
the Peoples  Home  Savings  Bank 1998  Restricted  Stock Plan under which 63,652
shares  are  issuable  (together,   the  "Plans").   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  December  18,  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;

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

          (c)  The  Company's  Quarterly  Report on Form  10-QSB for the quarter
               ended June 30, 2002;

          (d)  The  Company's  Quarterly  Report on Form  10-QSB for the quarter
               ended September 30, 2002; and

          (e)  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 December 18, 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.

                                       2
Item 4.  Description of Securities.
------

         Not Applicable

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.

         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.

         The Company may purchase and maintain insurance on behalf of any person
who is or was a director,  officer,  employee,  or agent of the Company or is or
was serving at the request of the Company as a director,  officer,  employee, or
agent of  another  corporation,  partnership,  joint  venture,  trust,  or other
enterprise against any liability asserted against the person and incurred by the
person in any such capacity or arising out of his status as such, whether or not
the Company would have the power to indemnify the person  against such liability
under the provisions of the Certificate of Incorporation.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("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

                                       4
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.

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 not 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 Beaver Falls in the Commonwealth of Pennsylvania,  as
of January 16, 2003.

                                           PHSB FINANCIAL CORPORATION

                                    By:    /s/James P. Wetzel, Jr.
                                           -------------------------------------
                                           James P. Wetzel, Jr.
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We,  the   undersigned   directors  and  officers  of  PHSB   Financial
Corporation,  do hereby severally constitute and appoint James P. Wetzel, 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 James P.
Wetzel,   Jr.  may  deem   necessary  or  advisable  to  enable  PHSB  Financial
Corporation,  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  James P.  Wetzel,  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.

By: /s/James P. Wetzel, Jr.                    By: /s/Richard E. Canonge
    --------------------------------------         -----------------------------
    James P. Wetzel, Jr.                           Richard E. Canonge
    President, Chief Executive Officer             Vice President and Treasurer
      and Director                                 (Principal Financial Officer)
    (Principal Executive Officer)
                                                   Date:  January 16, 2003
    Date:  January 16, 2003
By:                                            By: /s/Emlyn Charles
    --------------------------------------         -----------------------------
    Douglas K. Brooks                              Emlyn Charles
    Director                                       Director

    Date:                                          Date:  January 16, 2003

By: /s/John C. Kelly                               /s/Joseph D. Belas
    --------------------------------------         -----------------------------
    John C. Kelly                                  Joseph D. Belas
    Director                                       Director

    Date:  January 16, 2003                        Date:  January 16, 2003

By: /s/Howard B. Lenox                         By: /s/John M. Rowse
    --------------------------------------         -----------------------------
    Howard B. Lenox                                John M. Rowse
    Director                                       Director

    Date:  January 16, 2003                        Date:  January 16, 2003
INDEX TO EXHIBITS

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

     4.1        PHSB Financial Corporation 2002 Stock Option Plan

     4.2        Peoples Home Savings Bank 2002 Restricted Stock Plan

     4.3        PHSB Financial Corporation 1998 Stock Option Plan

     4.4        Peoples Home Savings Bank 1998 Restricted Stock Plan

     4.5        Form of Stock Option Agreement to be entered into with
                respect to Stock Options under the 2002 Stock Option Plan

     4.6        Form of Stock Option Agreement to be entered into with
                respect to Stock Options under the 1998 Stock Option Plan

     4.7        Form of Restricted Stock Award Agreement under 2002
                Restricted Stock Plan

     4.8        Form of Restricted Stock Award Agreement under 1998
                Restricted Stock Plan

     4.9        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