Registration No. 333-_____           As filed with the Commission on May 3, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


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

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


                          Gaston Federal Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

            Federal                                     56-2063438
    (State of Incorporation)                   (IRS Employer Identification No.)

                              245 West Main Avenue
                             Gastonia, NC 28053-2249
              (Address of Principal Executive Offices and Zip Code)

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


                   Gaston Federal Bank 1999 Stock Option Plan
             Gaston Federal Bank 1999 Recognition and Retention Plan
                            (Full Title of the Plans)

                                   Copies to:
            Kim S. Price                         Kenneth R. Lehman, Esquire
President and Chief Executive Officer       Luse Lehman Gorman Pomerenk & Schick
    Gaston Federal Bancorp, Inc.                 A Professional Corporation
        245 West Main Avenue                    5335 Wisconsin Ave., NW, #400
            P.O. Box 2249                          Washington, D.C.  20015
       Gastonia, NC 28053-2249                         (202) 274-2000
           (704) 868-5200
    (Name, Address and Telephone
     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>





                                          CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 Title of Securities to        Amount to be             Proposed                Proposed                Amount of
      be Registered           Registered (1)            Maximum                  Maximum             Registration Fee
                                                   Offering Price Per      Aggregate Offering
                                                         Share                    Price
   Option to Purchase
      Common Stock
    Common Stock, par
<S>                        <C>                         <C>                     <C>                         <C>    
  value $1.00 per share    190,069 shares (2)          $12.00(3)               $2,280,828                  $634
    Common Stock, par
  value $1.00 per share     21,266 shares (4)          $12.56(3)                $267,100                    75
    Common Stock, par
  value $1.00 per share     84,534 shares (5)          $12.00(6)               $1,014,408                  $282
          Total            295,869 shares                                      $3,562,336                  $991
</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 Gaston  Federal Bank 1999 Stock Option Plan (the " Stock Option Plan"),
     and the  Gaston  Federal  Bank 1999  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 Gaston
     Federal Bancorp, Inc. 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  reserved for issuance for options,  which
     have not been granted pursuant to the Stock Option Plan.
(5)  Represents the number of shares  awarded  pursuant to the  Recognition  and
     Retention Plan. (6) Determined by the fair market value of the common stock
     pursuant to 17 C.F.R. ss.230.457(h)(1)


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


         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 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 the  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 Gaston
Federal   Bancorp,   Inc.  (the   "Company")  with  the  Commission  are  hereby
incorporated by reference in this Registration Statement:

(a)      the  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
         September 30, 1998 (File No. 0- 23971) 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 fiscal 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 12, 1999;

(d)      the description of the common stock,  par value $1.00 per share, of the
         Company contained in the Company's  Registration Statement on Form SB-2
         (File No.  333-42951)  originally filed with the Commission on December
         22,  1997 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 Kim S.
Price, President and Chief Executive Officer,  Gaston Federal Bancorp, Inc., 245
West Main Avenue, P.O. Box 2249, Gastonia, North Carolina, 25053-2249, telephone
number (704) 868-5200.

         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

         Federal regulations define areas for indemnity coverage for federal MHC
subsidiary holding companies, as follows:

                  (a) Any person against whom any action is brought by reason of
the fact that  such  person  is or was a  director  or  officer  of the  savings
association shall be indemnified by the savings association for:

                           (i)   Reasonable   costs  and   expenses,   including
                  reasonable  attorneys' fees, actually paid or incurred by such
                  person in connection with  proceedings  related to the defense
                  or settlement of such action;

                           (ii) Any amount for which such person  becomes liable
                  by reason of any judgment in such action;

                           (iii)  Reasonable   costs  and  expenses,   including
                  reasonable  attorneys' fees,  actually paid or incurred in any
                  action to enforce his rights under this section, if the person
                  attains  a final  judgment  in  favor of such  person  in such
                  enforcement action.

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

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

                           (ii)  The   savings   association   shall   make  the
                  indemnification  provided  by  subparagraph  (a)  in  case  of
                  settlement  of  such  action,   final  judgment  against  such
                  director  or  officer  or  final  judgment  in  favor  of such
                  director  or  officer  other  than  on the  merits  except  in
                  relation  to  matters as to which he shall be  adjudged  to be
                  liable for  negligence  or misconduct  in the  performance  of
                  duty,  only if a  majority  of the  directors  of the  savings
                  association  determines  that such a director  or officer  was
                  acting in good faith within what he was reasonably entitled to
                  believe  under  the   circumstances   was  the  scope  of  his
                  employment  or  authority  and  for a  purpose  which  he  was
                  reasonably  entitled to believe under the circumstances was in
                  the best interest of the savings association or its members.

                  (c)      As used in this paragraph:

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

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

                           (iii) "Final Judgment" means a judgment,  decree,  or
                  order  which is  appealable  and as to which  the  period  for
                  appeal has expired and no appeal has been taken;

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




                                        4

<PAGE>



Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  List of Exhibits
<TABLE>
<CAPTION>

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

<S>  <C>             <C>                                                           <C>  
     4               Specimen form of common stock certificate
                     of Gaston Federal Bancorp, Inc.                                           *

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

   10.1              Gaston Federal Bank 1999 Stock Option                                    **
                     Plan

    10.2             Gaston Federal Bank 1999 Recognition and Retention Plan                  **

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

   23.2              Consent of Cherry, Bekaert &                                  Attached as Exhibit 23.2
                     Holland, LLP.

    24               Power of Attorney                                            Contained on Signature Page
</TABLE>


*    Filed as exhibits to the Registrant's  Registration  Statement on Form SB-2
     (File No.  333-42951)  filed  with the  Commission  on  December  22,  1997
     pursuant  to  Section 5 of the  Securities  Act of 1933 and all  amendments
     thereto or reports filed for the purpose of updating such description.  All
     of such  previously  filed  documents  are  hereby  incorporated  herein by
     reference in accordance with Item 601 of Regulation S-K.

**   Filed as  exhibits  to the  Registrant's  Proxy  Statement  relating to the
     Registrant's April 12, 1999 annual meeting of stockholders,  filed with the
     Commission on March 9, 1999, which is incorporated herein by reference.

Item 9.  Undertakings

          The undersigned Registrant hereby undertakes:

          1. To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  to  include  any
material  information with respect to the Registration  Statement not previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information in this Registration Statement;

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

          3. To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the Stock Option Plan and the Recognition and Retention Plan; and


                                        5

<PAGE>



          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 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.

          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 Cherry, Bekaert & Holland, L.L.P.






                                        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 Gastonia, State of North Carolina, on this 30th
day of April, 1999.

                                Gaston Federal Bancorp, Inc.

                                By:        \s\ Kim S. Price  
                                           -------------------------------------
                                           Kim S. Price
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                                 POWER OF ATTORNEY

         We, the undersigned  directors and officers of Gaston Federal  Bancorp,
Inc. (the "Company") hereby severally constitute and appoint Kim S. Price as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities  indicated  below  which  said Kim S.  Price  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 Kim S. Price 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\ Kim S. Price                       By: \s\ Gary F. Hoskins  
    -------------------------------------      ---------------------------------
    Kim S. Price                               Gary F. Hoskins
    President, Chief Executive Officer and     Vice President, Treasurer and
    Director (Principal Executive Officer)     Chief Financial Officer
                                               (Principal Financial and 
                                               Accounting Officer)

Date:  April 30, 1999                         Date:  April 30, 1999



By: \s\ David W. Hoyle                     By: \s\ Ben R. Rudisill, II
    -------------------------------------      ---------------------------------
    David W. Hoyle                             Ben R. Rudisill, II
    Chairman                                   Vice Chairman


Date:  April 30, 1999                      Date:     April 30, 1999



By:                                        By:                               
    -------------------------------------      ---------------------------------
    Martha B. Beal                             Charles D. Massey
    Director                                   Director


Date:                                      Date:








<PAGE>






By:                                           By:              
       --------------------------                    ---------------------------
       James J. Fuller                               Eugene R. Matthews, II
       Director                                      Director

Date:                                         Date:



By:    \s\ William H. Keith                   By:    \s\ Robert W. Williams, Sr.
       --------------------------                    ---------------------------
       William H. Keith                              Robert W. Williams, Sr.
       Director                                      Director

Date:  April 30, 1999                         Date:  April 30, 1999



<PAGE>










                                    EXHIBIT 5

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








<PAGE>



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




April 30, 1999                                                    (202) 274-2000

Board of Directors
Gaston Federal Bancorp, Inc.
245 West Main Street
Gastonia, NC 28053-2249

                           Re:      Gaston Federal Bancorp, Inc.
                                    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  offer  and  sale of  Gaston  Federal  Bancorp,  Inc.  (the
"Company")  common  stock,  par  value  $1.00 per share  (the  "Common  Stock"),
pursuant  to the  Gaston  Federal  Bank 1999  Stock  Option  Plan and the Gaston
Federal Bank 1999 Recognition and Retention Plan (the "Plans"). We have reviewed
the Company's Charter,  Registration  Statement on Form S-8 (the "Form S-8"), as
well as applicable statutes and regulations  governing the Company and the offer
and sale of the Common Stock.

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

         Upon the  effectiveness of the Form S-8, the Common Stock, when sold in
         connection with the exercise of options granted  pursuant to the Plans,
         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 CHERRY, BEKAERT & HOLLAND, LLP.



<PAGE>


                          INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation by reference in the  registration  statement on
Form S-8 (Gaston  Federal  Bank 1999 Stock  Option Plan and Gaston  Federal Bank
1999  Recognition  and Retention  Plan) of Gaston Federal  Bancorp,  Inc. of our
report dated October 29, 1998, relating to the consolidated financial statements
of Gaston Federal  Bancorp,  Inc. and  subsidiaries as of September 30, 1998 and
1997,  and for the years then ended,  which report  appears in the September 30,
1998 Annual Report on Form 10-KSB of Gaston Federal Bancorp, Inc.



/s/ Cherry, Bekaert & Holland, L.L.P.


Gastonia, North Carolina
May 3, 1999
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR GASTON FEDERAL BANCORP, INC.", "secsgml_size_bytes": 25550}]
{"company-data": {"conformed-name": "GASTON FEDERAL BANCORP INC", "cik": "0001051871", "assigned-sic": "6035", "irs-number": "562063438", "state-of-incorporation": "SC", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77657", "film-number": "99609513"}, "business-address": {"street1": "245 WEST MAIN STREET", "city": "GASTONIA", "state": "NC", "zip": "28053"}, "mail-address": {"street1": "245 WEST MAIN STREET", "city": "GASTONIA", "state": "NC", "zip": "28053"}}
Registration No. 333-_____           As filed with the Commission on May 3, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                          Gaston Federal Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

            Federal                                     56-2063438
    (State of Incorporation)                   (IRS Employer Identification No.)

                              245 West Main Avenue
                             Gastonia, NC 28053-2249
              (Address of Principal Executive Offices and Zip Code)

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

                   Gaston Federal Bank 1999 Stock Option Plan
             Gaston Federal Bank 1999 Recognition and Retention Plan
                            (Full Title of the Plans)

                                   Copies to:
            Kim S. Price                         Kenneth R. Lehman, Esquire
President and Chief Executive Officer       Luse Lehman Gorman Pomerenk & Schick
    Gaston Federal Bancorp, Inc.                 A Professional Corporation
        245 West Main Avenue                    5335 Wisconsin Ave., NW, #400
            P.O. Box 2249                          Washington, D.C.  20015
       Gastonia, NC 28053-2249                         (202) 274-2000
           (704) 868-5200
    (Name, Address and Telephone
     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 to        Amount to be             Proposed                Proposed                Amount of
      be Registered           Registered (1)            Maximum                  Maximum             Registration Fee
                                                   Offering Price Per      Aggregate Offering
                                                         Share                    Price
   Option to Purchase
      Common Stock
    Common Stock, par
value $1.00 per share    190,069 shares (2)          $12.00(3)               $2,280,828                  $634
    Common Stock, par
  value $1.00 per share     21,266 shares (4)          $12.56(3)                $267,100                    75
    Common Stock, par
  value $1.00 per share     84,534 shares (5)          $12.00(6)               $1,014,408                  $282
          Total            295,869 shares                                      $3,562,336                  $991
-------------
(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 Gaston  Federal Bank 1999 Stock Option Plan (the " Stock Option Plan"),
     and the  Gaston  Federal  Bank 1999  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 Gaston
     Federal Bancorp, Inc. 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  reserved for issuance for options,  which
     have not been granted pursuant to the Stock Option Plan.
(5)  Represents the number of shares  awarded  pursuant to the  Recognition  and
     Retention Plan. (6) Determined by the fair market value of the common stock
     pursuant to 17 C.F.R. ss.230.457(h)(1)

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

         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 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 the  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 Gaston
Federal   Bancorp,   Inc.  (the   "Company")  with  the  Commission  are  hereby
incorporated by reference in this Registration Statement:

(a)      the  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
         September 30, 1998 (File No. 0- 23971) 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 fiscal 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 12, 1999;

(d)      the description of the common stock,  par value $1.00 per share, of the
         Company contained in the Company's  Registration Statement on Form SB-2
         (File No.  333-42951)  originally filed with the Commission on December
         22,  1997 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 Kim S.
Price, President and Chief Executive Officer,  Gaston Federal Bancorp, Inc., 245
West Main Avenue, P.O. Box 2249, Gastonia, North Carolina, 25053-2249, telephone
number (704) 868-5200.

         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

         Federal regulations define areas for indemnity coverage for federal MHC
subsidiary holding companies, as follows:

                  (a) Any person against whom any action is brought by reason of
the fact that  such  person  is or was a  director  or  officer  of the  savings
association shall be indemnified by the savings association for:

                           (i)   Reasonable   costs  and   expenses,   including
                  reasonable  attorneys' fees, actually paid or incurred by such
                  person in connection with  proceedings  related to the defense
                  or settlement of such action;

                           (ii) Any amount for which such person  becomes liable
                  by reason of any judgment in such action;

                           (iii)  Reasonable   costs  and  expenses,   including
                  reasonable  attorneys' fees,  actually paid or incurred in any
                  action to enforce his rights under this section, if the person
                  attains  a final  judgment  in  favor of such  person  in such
                  enforcement action.

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

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

                           (ii)  The   savings   association   shall   make  the
                  indemnification  provided  by  subparagraph  (a)  in  case  of
                  settlement  of  such  action,   final  judgment  against  such
                  director  or  officer  or  final  judgment  in  favor  of such
                  director  or  officer  other  than  on the  merits  except  in
                  relation  to  matters as to which he shall be  adjudged  to be
                  liable for  negligence  or misconduct  in the  performance  of
                  duty,  only if a  majority  of the  directors  of the  savings
                  association  determines  that such a director  or officer  was
                  acting in good faith within what he was reasonably entitled to
                  believe  under  the   circumstances   was  the  scope  of  his
                  employment  or  authority  and  for a  purpose  which  he  was
                  reasonably  entitled to believe under the circumstances was in
                  the best interest of the savings association or its members.

                  (c)      As used in this paragraph:

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

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

                           (iii) "Final Judgment" means a judgment,  decree,  or
                  order  which is  appealable  and as to which  the  period  for
                  appeal has expired and no appeal has been taken;

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

                                        4
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
--------------                      --------                                    ---------------------------
4               Specimen form of common stock certificate
                     of Gaston Federal Bancorp, Inc.                                           *

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

   10.1              Gaston Federal Bank 1999 Stock Option                                    **
                     Plan

    10.2             Gaston Federal Bank 1999 Recognition and Retention Plan                  **

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

   23.2              Consent of Cherry, Bekaert &                                  Attached as Exhibit 23.2
                     Holland, LLP.

    24               Power of Attorney                                            Contained on Signature Page
*    Filed as exhibits to the Registrant's  Registration  Statement on Form SB-2
     (File No.  333-42951)  filed  with the  Commission  on  December  22,  1997
     pursuant  to  Section 5 of the  Securities  Act of 1933 and all  amendments
     thereto or reports filed for the purpose of updating such description.  All
     of such  previously  filed  documents  are  hereby  incorporated  herein by
     reference in accordance with Item 601 of Regulation S-K.

**   Filed as  exhibits  to the  Registrant's  Proxy  Statement  relating to the
     Registrant's April 12, 1999 annual meeting of stockholders,  filed with the
     Commission on March 9, 1999, which is incorporated herein by reference.

Item 9.  Undertakings

          The undersigned Registrant hereby undertakes:

          1. To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  to  include  any
material  information with respect to the Registration  Statement not previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information in this Registration Statement;

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

          3. To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the Stock Option Plan and the Recognition and Retention Plan; and

                                        5
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 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.

          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 Cherry, Bekaert & Holland, L.L.P.

                                        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 Gastonia, State of North Carolina, on this 30th
day of April, 1999.

                                Gaston Federal Bancorp, Inc.

                                By:        \s\ Kim S. Price  
                                           -------------------------------------
                                           Kim S. Price
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                                 POWER OF ATTORNEY

         We, the undersigned  directors and officers of Gaston Federal  Bancorp,
Inc. (the "Company") hereby severally constitute and appoint Kim S. Price as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities  indicated  below  which  said Kim S.  Price  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 Kim S. Price 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\ Kim S. Price                       By: \s\ Gary F. Hoskins  
    -------------------------------------      ---------------------------------
    Kim S. Price                               Gary F. Hoskins
    President, Chief Executive Officer and     Vice President, Treasurer and
    Director (Principal Executive Officer)     Chief Financial Officer
                                               (Principal Financial and 
                                               Accounting Officer)

Date:  April 30, 1999                         Date:  April 30, 1999

By: \s\ David W. Hoyle                     By: \s\ Ben R. Rudisill, II
    -------------------------------------      ---------------------------------
    David W. Hoyle                             Ben R. Rudisill, II
    Chairman                                   Vice Chairman

Date:  April 30, 1999                      Date:     April 30, 1999

By:                                        By:                               
    -------------------------------------      ---------------------------------
    Martha B. Beal                             Charles D. Massey
    Director                                   Director

Date:                                      Date:
By:                                           By:              
       --------------------------                    ---------------------------
       James J. Fuller                               Eugene R. Matthews, II
       Director                                      Director

Date:                                         Date:

By:    \s\ William H. Keith                   By:    \s\ Robert W. Williams, Sr.
       --------------------------                    ---------------------------
       William H. Keith                              Robert W. Williams, Sr.
       Director                                      Director

Date:  April 30, 1999                         Date:  April 30, 1999
EXHIBIT 5

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

April 30, 1999                                                    (202) 274-2000

Board of Directors
Gaston Federal Bancorp, Inc.
245 West Main Street
Gastonia, NC 28053-2249

                           Re:      Gaston Federal Bancorp, Inc.
                                    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  offer  and  sale of  Gaston  Federal  Bancorp,  Inc.  (the
"Company")  common  stock,  par  value  $1.00 per share  (the  "Common  Stock"),
pursuant  to the  Gaston  Federal  Bank 1999  Stock  Option  Plan and the Gaston
Federal Bank 1999 Recognition and Retention Plan (the "Plans"). We have reviewed
the Company's Charter,  Registration  Statement on Form S-8 (the "Form S-8"), as
well as applicable statutes and regulations  governing the Company and the offer
and sale of the Common Stock.

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

         Upon the  effectiveness of the Form S-8, the Common Stock, when sold in
         connection with the exercise of options granted  pursuant to the Plans,
         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 CHERRY, BEKAERT & HOLLAND, LLP.
INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation by reference in the  registration  statement on
Form S-8 (Gaston  Federal  Bank 1999 Stock  Option Plan and Gaston  Federal Bank
1999  Recognition  and Retention  Plan) of Gaston Federal  Bancorp,  Inc. of our
report dated October 29, 1998, relating to the consolidated financial statements
of Gaston Federal  Bancorp,  Inc. and  subsidiaries as of September 30, 1998 and
1997,  and for the years then ended,  which report  appears in the September 30,
1998 Annual Report on Form 10-KSB of Gaston Federal Bancorp, Inc.

/s/ Cherry, Bekaert & Holland, L.L.P.

Gastonia, North Carolina
May 3, 1999