Registration No. 333-_____          As filed with the Commission on May 12, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


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

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


                             Oneida Financial Corp.
             (Exact Name of Registrant as Specified in its Charter)

Delaware                                                  16-1561678
(State of Incorporation)                       (IRS Employer Identification No.)
                                 182 Main Street
                             Oneida, New York 13421
              (Address of Principal Executive Offices and Zip Code)

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


                  Oneida Financial Corp. 2000 Stock Option Plan
           Oneida Financial Corp. 2000 Recognition and Retention Plan
                            (Full Title of the Plans)

                                   Copies to:
        Michael R. Kallet                              Alan Schick, Esquire
President and Chief Executive Officer               Beverly J. White, Esquire
      Oneida Financial Corp.                Luse Lehman Gorman Pomerenk & Schick
         182 Main Street                          A Professional Corporation
     Oneida, New York 13421                     5335 Wisconsin Ave., NW, #400
         (315) 363-2000                            Washington, D.C.  20015
  (Name, Address and Telephone                          (202) 274-2000
   Number of Agent for Service)

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


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



<PAGE>



<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE


 Title of Securities          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>

    Stock Options               166,475                   --                       --                      --
    Common Stock,
    par value $.10         166,475 shares (2)         $ 10.625 (3)              $1,768,797                 $467
      per share
    Common Stock,
    par value $.10         83,238 shares (4)          $ 10.625 (5)              $ 884,404                  $233
      per share
        Total                249,713 shares                                    $2,653,201                  $700
</TABLE>


 -------------
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Oneida Financial Corp. 2000 Stock Option Plan (the "Stock Option Plan")
     ,and the Oneida Financial Corp. 2000 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
     Oneida Financial Corp. pursuant to 17 C.F.R.ss.230.416(a).
(2)  Represents the number of shares currently reserved for issuance for options
     granted pursuant to the Stock Option Plan.
(3)  Determined by the exercise price of options pursuant to
     17 C.F.R.ss.230.457(h)(1).
(4)  Represents  the number of shares awarded or available for award pursuant to
     the Recognition and Retention Plan.
(5)  Determined by reference to the fair market value of the common stock on
     April 25, 2000, 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

<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  Oneida
Financial Corp.  (the "Company") with the Commission are hereby  incorporated by
reference in this Registration Statement:

(a)      the Company's  Annual  Report on Form 10-K for the year ended  December
         31,  1999  (File  No.000-25101)  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 Company's definitive Proxy Statement for its Annual Meeting of
         Stockholders held on April 25, 2000;

(d)      the  description of the common stock,  par value $.10 per share, of the
         Company contained in the Company's  Registration  Statement on Form S-1
         (File No. 333-53503)  originally filed with the Commission on September
         17,  1998 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 Eric E.
Stickels, Senior Vice President and Secretary,  Oneida Financial Corp., 182 Main
Street, Oneida, New York 13421, telephone number (315) 363-2000.

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.  Description of Securities

         Not applicable.


                                        3

<PAGE>



Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

     Article NINTH of the Certificate of Incorporation of Oneida Financial Corp.
(the "Corporation")  sets forth  circumstances under which directors,  officers,
employees and agents of the  Corporation  may be insured or indemnified  against
liability which they incur in their capacities as such:

         NINTH:

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

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

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


                                        4

<PAGE>



(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article NINTH or otherwise, shall be on the Corporation.

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

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

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

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  List of Exhibits

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


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

10.1   Oneida Financial Corp. 2000 Stock Option Plan                         **

10.2   Oneida Financial Corp. 2000 Recognition and Retention Plan            **

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

23.2   Consent of PricewaterhouseCoopers LLP           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 April 25, 2000 annual meeting of stockholders,  filed with the
     Commission on March 23, 2000, which is incorporated herein by reference.



                                        5

<PAGE>




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 of 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;

     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; and

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


                                        6

<PAGE>



                                  EXHIBIT INDEX


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 PricewaterhouseCoopers LLP








                                        7

<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Oneida,  State of New York, on this 26th day of
April, 2000.

                                 Oneida Financial Corp.

                                 By:      \s\Michael R. Kallet
                                          -------------------------------------
                                          Michael R. Kallet
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of Oneida  Financial Corp. (the
"Company") hereby severally constitute and appoint Michael R. Kallet as our true
and  lawful  attorney  and  agent,  to do any and all things in our names in the
capacities  indicated  below which said Michael R. Kallet 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 Michael R. Kallet shall do or cause to
be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.


By: \s\Michael R. Kallet                        By:  \s\Eric E. Stickels
     --------------------------                      -------------------
     Michael R. Kallet                               Eric E. Stickels
     President, Chief Executive Officer and          Senior Vice President,
     Director (Principal Executive Officer)          Chief Financial Officer
                                                     and Corporate Secretary
                                                     (Principal Financial
                                                     and Accounting Officer)

Date:  April 26, 2000                           Date:  April 26, 2000


By:  \s\Nicholas J. Christakos                  By:  \s\John E. Haskell
     ---------------------------                      ------------------
     Nicholas J. Christakos,                          John E. Haskell, Director
     Chairman of the Board
Date:  April 26, 2000                           Date:  April 26, 2000


By:  \s\Patricia D. Caprio                      By:  \s\Rodney D. Kent
     --------------------------                       -----------------
     Patricia D. Caprio, Director                     Rodney D. Kent, Director

Date:  April 26, 2000                           Date:  April 26, 2000





<PAGE>




By: \s\Edward J. Clarke                         By: \s\William D. Mathews
    -------------------------                       ---------------------
    Edward J. Clarke, Director                      William D. Mathews, Director

Date:  April 26, 2000                           Date:  April 26, 2000


By: \s\James J. Devine                          By: \s\Michael W. Milmoe
    --------------------------                      --------------------
    James J. Devine, Jr., Director                  Michael W. Milmoe, Director

Date:  April 26, 2000                           Date:  April 26, 2000


By: \s\Richard B. Myers                         By: \s\Frank O. White, Jr.
    ----------------------------                    ----------------------
    Richard B. Myers, Director                     Frank O. White, Jr., Director

Date:  April 26, 2000                           Date:  April 26, 2000
























<PAGE>




                                    EXHIBIT 5



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





<PAGE>



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




May 11, 2000                                                     (202) 274-2000

Board of Directors
Oneida Financial Corp.
182 Main Street
Oneida, New York 13421

          Re:      Oneida Financial Corp.
                   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 Oneida  Financial  Corp. (the "Company")  common
stock,  par value $.10 per share (the  "Common  Stock"),  pursuant to the Oneida
Financial  Corp.  2000 Stock  Option Plan ("Stock  Option  Plan") and the Oneida
Financial Corp. 2000 Recognition and Retention Plan (the "Recognition Plan"). We
have reviewed the Company's Certificate of Incorporation, Registration Statement
on Form S-8 (the "Form S-8"),  as well as  applicable  statutes and  regulations
governing the Company and the offer and sale of the Common Stock.

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

         Upon the  effectiveness  of the Form S-8,  the  Common  Stock,  awarded
         pursuant to the  Recognition  Plan 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 PRICEWATERHOUSECOOPERS LLP




























<PAGE>










                       CONSENT OF INDEPENDENT ACCOUNTANTS


         We  hereby   consent  to  the   incorporation   by  reference  in  this
Registration Statement on Form S-8 of our report dated January 21, 2000 relating
to the  financial  statements,  which  appears  in the  1999  Annual  Report  to
Shareholders of Oneida  Financial  Corp.,  which is incorporated by reference in
Oneida Financial  Corp.'s Annual Report on Form 10-K for the year ended December
31, 1999.


\s\ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP

Syracuse, New York
May 11, 2000



<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27882}]
{"company-data": {"conformed-name": "ONEIDA FINANCIAL CORP", "cik": "0001070190", "assigned-sic": "6036", "irs-number": "000000000", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36764", "film-number": "625810"}, "business-address": {"street1": "182 MAIN STREET", "city": "ONEIDA", "state": "NY", "zip": "13421", "phone": "3153632000"}}
Registration No. 333-_____          As filed with the Commission on May 12, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                             Oneida Financial Corp.
             (Exact Name of Registrant as Specified in its Charter)

Delaware                                                  16-1561678
(State of Incorporation)                       (IRS Employer Identification No.)
                                 182 Main Street
                             Oneida, New York 13421
              (Address of Principal Executive Offices and Zip Code)

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

                  Oneida Financial Corp. 2000 Stock Option Plan
           Oneida Financial Corp. 2000 Recognition and Retention Plan
                            (Full Title of the Plans)

                                   Copies to:
        Michael R. Kallet                              Alan Schick, Esquire
President and Chief Executive Officer               Beverly J. White, Esquire
      Oneida Financial Corp.                Luse Lehman Gorman Pomerenk & Schick
         182 Main Street                          A Professional Corporation
     Oneida, New York 13421                     5335 Wisconsin Ave., NW, #400
         (315) 363-2000                            Washington, D.C.  20015
  (Name, Address and Telephone                          (202) 274-2000
   Number of Agent for Service)

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

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

 Title of Securities          Amount to be              Proposed                Proposed                Amount of
   to be Registered          Registered (1)             Maximum                  Maximum             Registration Fee
                                                   Offering Price Per      Aggregate Offering
                                                         Share                    Price
Stock Options               166,475                   --                       --                      --
    Common Stock,
    par value $.10         166,475 shares (2)         $ 10.625 (3)              $1,768,797                 $467
      per share
    Common Stock,
    par value $.10         83,238 shares (4)          $ 10.625 (5)              $ 884,404                  $233
      per share
        Total                249,713 shares                                    $2,653,201                  $700
-------------
(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 Oneida Financial Corp. 2000 Stock Option Plan (the "Stock Option Plan")
     ,and the Oneida Financial Corp. 2000 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
     Oneida Financial Corp. pursuant to 17 C.F.R.ss.230.416(a).
(2)  Represents the number of shares currently reserved for issuance for options
     granted pursuant to the Stock Option Plan.
(3)  Determined by the exercise price of options pursuant to
     17 C.F.R.ss.230.457(h)(1).
(4)  Represents  the number of shares awarded or available for award pursuant to
     the Recognition and Retention Plan.
(5)  Determined by reference to the fair market value of the common stock on
     April 25, 2000, 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  Oneida
Financial Corp.  (the "Company") with the Commission are hereby  incorporated by
reference in this Registration Statement:

(a)      the Company's  Annual  Report on Form 10-K for the year ended  December
         31,  1999  (File  No.000-25101)  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 Company's definitive Proxy Statement for its Annual Meeting of
         Stockholders held on April 25, 2000;

(d)      the  description of the common stock,  par value $.10 per share, of the
         Company contained in the Company's  Registration  Statement on Form S-1
         (File No. 333-53503)  originally filed with the Commission on September
         17,  1998 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 Eric E.
Stickels, Senior Vice President and Secretary,  Oneida Financial Corp., 182 Main
Street, Oneida, New York 13421, telephone number (315) 363-2000.

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.  Description of Securities

         Not applicable.

                                        3
Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

     Article NINTH of the Certificate of Incorporation of Oneida Financial Corp.
(the "Corporation")  sets forth  circumstances under which directors,  officers,
employees and agents of the  Corporation  may be insured or indemnified  against
liability which they incur in their capacities as such:

         NINTH:

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

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

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

                                        4
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article NINTH or otherwise, shall be on the Corporation.

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

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

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

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  List of Exhibits

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

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

10.1   Oneida Financial Corp. 2000 Stock Option Plan                         **

10.2   Oneida Financial Corp. 2000 Recognition and Retention Plan            **

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

23.2   Consent of PricewaterhouseCoopers LLP           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 April 25, 2000 annual meeting of stockholders,  filed with the
     Commission on March 23, 2000, which is incorporated herein by reference.

                                        5
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 of 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;

     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; and

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

                                        6
EXHIBIT INDEX

Exhibit Number                      Description
--------------                      -----------

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

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

23.2              Consent of PricewaterhouseCoopers LLP

                                        7
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Oneida,  State of New York, on this 26th day of
April, 2000.

                                 Oneida Financial Corp.

                                 By:      \s\Michael R. Kallet
                                          -------------------------------------
                                          Michael R. Kallet
                                          President and Chief Executive Officer
                                          (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of Oneida  Financial Corp. (the
"Company") hereby severally constitute and appoint Michael R. Kallet as our true
and  lawful  attorney  and  agent,  to do any and all things in our names in the
capacities  indicated  below which said Michael R. Kallet 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 Michael R. Kallet shall do or cause to
be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

By: \s\Michael R. Kallet                        By:  \s\Eric E. Stickels
     --------------------------                      -------------------
     Michael R. Kallet                               Eric E. Stickels
     President, Chief Executive Officer and          Senior Vice President,
     Director (Principal Executive Officer)          Chief Financial Officer
                                                     and Corporate Secretary
                                                     (Principal Financial
                                                     and Accounting Officer)

Date:  April 26, 2000                           Date:  April 26, 2000

By:  \s\Nicholas J. Christakos                  By:  \s\John E. Haskell
     ---------------------------                      ------------------
     Nicholas J. Christakos,                          John E. Haskell, Director
     Chairman of the Board
Date:  April 26, 2000                           Date:  April 26, 2000

By:  \s\Patricia D. Caprio                      By:  \s\Rodney D. Kent
     --------------------------                       -----------------
     Patricia D. Caprio, Director                     Rodney D. Kent, Director

Date:  April 26, 2000                           Date:  April 26, 2000
By: \s\Edward J. Clarke                         By: \s\William D. Mathews
    -------------------------                       ---------------------
    Edward J. Clarke, Director                      William D. Mathews, Director

Date:  April 26, 2000                           Date:  April 26, 2000

By: \s\James J. Devine                          By: \s\Michael W. Milmoe
    --------------------------                      --------------------
    James J. Devine, Jr., Director                  Michael W. Milmoe, Director

Date:  April 26, 2000                           Date:  April 26, 2000

By: \s\Richard B. Myers                         By: \s\Frank O. White, Jr.
    ----------------------------                    ----------------------
    Richard B. Myers, Director                     Frank O. White, Jr., Director

Date:  April 26, 2000                           Date:  April 26, 2000
EXHIBIT 5

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

May 11, 2000                                                     (202) 274-2000

Board of Directors
Oneida Financial Corp.
182 Main Street
Oneida, New York 13421

          Re:      Oneida Financial Corp.
                   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 Oneida  Financial  Corp. (the "Company")  common
stock,  par value $.10 per share (the  "Common  Stock"),  pursuant to the Oneida
Financial  Corp.  2000 Stock  Option Plan ("Stock  Option  Plan") and the Oneida
Financial Corp. 2000 Recognition and Retention Plan (the "Recognition Plan"). We
have reviewed the Company's Certificate of Incorporation, Registration Statement
on Form S-8 (the "Form S-8"),  as well as  applicable  statutes and  regulations
governing the Company and the offer and sale of the Common Stock.

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

         Upon the  effectiveness  of the Form S-8,  the  Common  Stock,  awarded
         pursuant to the  Recognition  Plan 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 PRICEWATERHOUSECOOPERS LLP
CONSENT OF INDEPENDENT ACCOUNTANTS

         We  hereby   consent  to  the   incorporation   by  reference  in  this
Registration Statement on Form S-8 of our report dated January 21, 2000 relating
to the  financial  statements,  which  appears  in the  1999  Annual  Report  to
Shareholders of Oneida  Financial  Corp.,  which is incorporated by reference in
Oneida Financial  Corp.'s Annual Report on Form 10-K for the year ended December
31, 1999.

\s\ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP

Syracuse, New York
May 11, 2000