<PAGE>

           As filed with the Securities and Exchange Commission on May 25, 1999.
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             ____________________

                           FIRST COMMUNITY FINANCIAL
                                  CORPORATION
            (Exact name of Registrant as specified in its charter)
        North Carolina                                         56-2119954
 (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                         Identification No.)

                            708 South Church Street
                                P. O. Box 1837
                     Burlington, North Carolina 27216-1837
                   (Address of Principal Executive Offices)

                          COMMUNITY SAVINGS BANK, SSB
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                           (Full title of the Plan)
                             ____________________

           William R. Gilliam, President and Chief Executive Officer
                     First Community Financial Corporation
                            708 South Church Street
                                P. O. Box 1837
                     Burlington, North Carolina 27216-1837
                                (336) 227-3631

  (Name and address, including zip code, and telephone number, including area
                          code, of agent for service)

                                  Copies to:
                             RANDALL A. UNDERWOOD
                           Brooks, Pierce, McLendon,
                          Humphrey & Leonard, L.L.P.
                             Post Office Box 26000
                            2000 Renaissance Plaza
                             230 North Elm Street
                       Greensboro, North Carolina 27420

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
================================================================================================
    Title of Securities       Amount to be   Proposed Maximum   Proposed Maximum     Amount of
    to be Registered/1/       Registered/2/   Offering Price   Aggregate Offering   Registration
                                                 Per Unit             Price            Fee/3/
------------------------------------------------------------------------------------------------
<S>                           <C>            <C>               <C>                  <C>
------------------------------------------------------------------------------------------------
Common Stock, no par value          117,431            $15.00        $1,761,465.00       $489.69
================================================================================================
</TABLE>

                           (Footnotes on Next Page)

This Registration Statement shall become effective upon filing in accordance
      with Section 8(a) of the Securities Act of 1933, as amended, and 17
                               C.F.R.(S)230.462.

1    Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employer benefit plan described herein.

2    Represents the maximum number of shares of First Community Financial
     Corporation common stock which could be purchased by the Community Savings
     Bank, SSB Employees' Savings and Profit Sharing Plan if all employer and
     employee contributions to the plan are used to purchase shares of such
     common stock in First Community Financial Corporation's initial public
     offering.  This registration statement also includes an indeterminate
     number of shares which may be necessary to adjust the number of shares
     purchased by such plan as a result of a stock split, stock dividend,
     reclassification, recapitalization or similar adjustments to the common
     stock of First Community Financial Corporation.

3    Pursuant to Rule 457(h)(2), no separate fee is payable with respect to the
     interests in the employee benefit plan.

================================================================================
<PAGE>

                                    Part I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     This Registration Statement relates to the registration of up to 117,431
shares of common stock, no par value, of First Community Financial Corporation
(the "Registrant") which could be issued pursuant to the Community Savings Bank,
SSB Employees' Savings and Profit Sharing Plan (the "401(k) Plan") and an
indeterminate amount of participation interests in the 401(k) Plan.  Documents
containing the information specified in Part I of Form S-8 will be sent or given
to the participants in the 401(k) Plan as specified by Rule 428(b)(1).  Such
documents are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 in reliance on Rule 428.

Item 2.  Registration Information and Employee Plan Annual Information.

     The required statement is contained in the prospectus to be delivered
pursuant to Part I of this Registration Statement as specified by Rule
428(b)(1).

                                    Part II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Commission are incorporated herein
by reference:

     (a)  The Registrant's Prospectus dated May 7, 1999 filed pursuant to Rule
          424(b) on May 14, 1999 in connection with Registrant's Registration
          Statement on Form SB-2, as amended (Registration No. 333-70981) filed
          pursuant to the Securities Act of 1933, as amended (the "Securities
          Act").

     (b)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form SB-2, as amended,
          Registration No. 333-70981, incorporated by reference in the
          Registration Statement on Form 8-A filed with the Commission under
          Section 12(g) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act") on May 18, 1999 (File No. 000-26117), including any
          amendment or report filed for the purpose of updating such
          description.

     All documents subsequently filed by the Registrant and the 401(k) pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities registered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.  Any statement contained in this
Registration Statement, or in a document incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
<PAGE>

contained herein, or in any other subsequently filed document which is also
incorporated or deemed to be incorporated by reference herein, 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.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Registrant's Articles of Incorporation provide that to the fullest
extent permitted by the North Carolina Business Corporation Act (the "NCBCA"),
no person who serves as a director shall be personally liable to the Registrant
or any of its stockholders or otherwise for monetary damages for breach of any
duty as director.  The Registrant's Bylaws state that any person who at any time
serves or has served as a director or officer of the Registrant, or who, while
serving as a director or officer of the Registrant, serves or has served at the
request of the Registrant as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or as a trustee or administrator under an employee benefit plan,
shall have a right to be indemnified by the Registrant to the fullest extent
permitted by law against liability and litigation expense arising out of such
status or activities in such capacity.  "Liability and litigation expense" is
defined in the Bylaws as including costs and expenses of litigation (including
reasonable attorneys' fees), judgments, fines and amounts paid in settlement
which are actually and reasonably incurred in connection with or as a
consequence of any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, including appeals.

     Litigation expense, as described above, may be paid by the Registrant in
advance of the final disposition or termination of the litigation matter, if the
Registrant receives an undertaking, dated, in writing and signed by the person
to be indemnified, to repay all such sums unless such person is ultimately
determined to be entitled to be indemnified by the Registrant as provided in the
Registrant's Bylaws.

     Sections 55-8-50 through 55-8-58 of the NCBCA contain provisions
prescribing the extent to which directors and officers shall or may be
indemnified.  Section 55-8-51 of the NCBCA permits a corporation, with certain
exceptions, to indemnify a present or former director against liability if (i)
the director conducted himself in good faith, (ii) the director reasonably
believed (x) that the director's conduct in the director's official capacity
with the corporation was in its best interests and (y) in all other cases the
director's conduct was at least not opposed to the corporation's best interests,
and (iii) in the case of any criminal proceeding, the director had no reasonable
cause to believe the director's conduct was unlawful.  A corporation may not
indemnify a director in connection with a proceeding by or in the

                                       2
<PAGE>

right of the corporation in which the director was adjudged liable to the
corporation or in connection with a proceeding charging improper personal
benefit to the director. The above standard of conduct is determined by the
board of directors, or a committee or special legal counsel or the shareholders
as prescribed in Section 55-8-55.

     Sections 55-8-52 and 55-8-56 of the NCBCA require a corporation to
indemnify a director or officer in the defense of any proceeding to which the
director or officer was a party against reasonable expenses when the director or
officer is wholly successful in the director's or officer's defense, unless the
articles of incorporation provide otherwise.  Upon application, the court may
order indemnification of the director or officer if the director or officer is
adjudged fairly and reasonably so entitled under Section 55-8-54.

     In addition, Section 55-8-57 permits a corporation to provide for
indemnification of directors, officers, employees or agents, in its articles of
incorporation or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance policies on behalf of
these individuals.

     The foregoing is only a general summary of certain aspects of North
Carolina law dealing with indemnification of directors and officers and does not
purport to be complete.  It is qualified in its entirety by reference to the
relevant statutes, which contain detailed specific provisions regarding the
circumstances under which, and the persons for whose benefit, indemnification
shall or may be made.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits

     The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-B):

                                       3
<PAGE>

          Exhibit No.                        Description of Document
          -----------                        -----------------------

              4.1               Specimen Stock Certificate for the Registrant
                                (incorporated by reference to Exhibit 4.1 of the
                                Registration Statement on Form SB-2,
                                Registration No. 333-70981, filed January 22,
                                1999, as amended).

              4.2               Community Savings Bank, SSB Employees' Savings
                                & Profit Sharing Plan.

              4.3               Community Savings Bank, SSB Employees' Savings
                                & Profit Sharing Plan Adoption Agreement.

              4.4               Community Savings Bank, SSB Employees' Savings
                                & Profit Sharing Plan and Trust - Summary Plan
                                Description.

              4.5               Form of Investment Allocation to be made
                                available to participants under the Community
                                Savings Bank, SSB Employees' Savings and Profit
                                Sharing Plan.

              5.0               Opinion of Brooks, Pierce, McLendon, Humphrey &
                                Leonard, L.L.P. as to legality of securities
                                being registered (incorporated by reference to
                                Exhibit 5.1 of the Registration Statement on
                                Form SB-2, Registration No. 333-70981, filed
                                January 22, 1999, as amended).

             23.1               Consent of Brooks, Pierce, McLendon, Humphrey
                                & Leonard, L.L.P.

             23.2               Consent of PricewaterhouseCoopers LLP.

             24.0               Power of Attorney (contained on the signature
                                page to this Registration Statement).

             99.1               Copy of the 401(k) Plan's most recent Annual
                                Report on Form 5500 filed with the IRS.

     The Registrant will submit or has submitted the 401(k) Plan and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
and has made or will make all changes required by the IRS in order to qualify
the 401(k) Plan under Section 401 of the Internal Revenue Code.

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 the Registration Statement to:

          (i) Include any prospectus required by Section 10(a)(3) of the
     Securities Act;

                                       4
<PAGE>

          (ii)  Reflect in the prospectus any facts or events arising which,
                individually or in the aggregate, represent a fundamental change
                in the information in the Registration Statement.
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total dollar value of
                securities offered would not exceed that which was registered)
                and any deviation from the low or high end of the estimated
                maximum offering range may be reflected in the form of
                prospectus filed with the Commission pursuant to Rule 424(b) if,
                in the aggregate, the changes in volume and price represent no
                more than a 20% change in the maximum aggregate offering price
                set forth in the "Calculation of Registration Fee" table in the
                Registration Statement;

          (iii) Include any material information with respect to the plan of
                distribution not previously disclosed in the Registration
                Statement or any material change to such information in the
                Registration Statement.

     Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if
     --------  -------
the information required in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

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

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the termination of the
offering.

     (4) For purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.

                                       5
<PAGE>

                                  SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Burlington, State of North Carolina, on the 14th
day of May, 1999.


                              FIRST COMMUNITY FINANCIAL CORPORATION
                              Registrant



                              By:   /s/ William R. Gilliam
                                    --------------------------------------------
                                    William R. Gilliam, President
                                    and Chief Executive Officer


     Each person whose individual signature appears below hereby makes,
constitutes and appoints William R. Gilliam to sign for such person and in such
person's name and capacity indicated below, any and all amendments to this
Registration Statement, including any and all post-effective amendments.

                                       6
<PAGE>

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.


Date: May 14, 1999               By:  /s/ William R. Gilliam
                                      ------------------------------------------
                                      William R. Gilliam, President and Director
                                      (Chief Executive Officer)

Date: May 14, 1999               By:  /s/ Christopher B. Redcay
                                      ------------------------------------------
                                      Christopher B. Redcay, Treasurer
                                      (Principal Accounting Officer and
                                      Principal Financial Officer)

Date: May 14, 1999               By:  /s/ Jimmy l. Byrd
                                      ------------------------------------------
                                      Jimmy L. Byrd, Director

Date: May 14, 1999               By:  /s/ Julian P. Griffin
                                      ------------------------------------------
                                      Julian P. Griffin, Director

Date: May 14, 1999               By:  /s/ Edgar L. Hartgrove
                                      ------------------------------------------
                                      Edgar L. Hartgrove, Director

Date: May 14, 1999               By:  /s/ William C. Ingold
                                      ------------------------------------------
                                      William C. Ingold, Director

Date: May 14, 1999               By:  /s/ Charles A. LeGrand
                                      ------------------------------------------
                                      Charles A. LeGrand, Director

Date: May 14, 1999               By:  /s/ James D. Moser, Jr.
                                      ------------------------------------------
                                      James D. Moser, Jr., Director

Date: May 14, 1999               By:  /s/ W. Joseph Rich
                                      ------------------------------------------
                                      W. Joseph Rich, Director

Date: May 14, 1999               By:  /s/ Alfred J. Spitzner
                                      ------------------------------------------
                                      Alfred J. Spitzner, Director

Date: May 14, 1999               By:  /s/ Herbert N. Wellons
                                      ------------------------------------------
                                      Herbert N. Wellons, Director

                                       7
<PAGE>

                                 EXHIBIT INDEX

                                                                   Method of
Exhibit No.                    Description                           Filing
-----------                    -----------                         ---------

    4.1      Specimen Stock Certificate for the Registrant     Incorporated by
                                                               Reference
    4.2      Community Savings Bank, SSB Employees'            Filed Herewith
             Savings & Profit Sharing Plan
    4.3      Community Savings Bank, SSB Employees'            Filed Herewith
             Savings & Profit Sharing Plan Adoption
             Agreement
    4.4      Community Savings' Bank, SSB Employees'           Filed Herewith
             Savings & Profit Sharing Plan and Trust -
             Summary Plan Description
    4.5      Form of Investment Election to be made            Filed Herewith
             available to participants under the Community
             Savings Bank, SSB Employees' Savings and
             Profit Sharing Plan.
    5.0      Opinion of Brooks, Pierce, McLendon,              Incorporated by
             Humphrey & Leonard, L.L.P. as to legality of      Reference
             securities being registered
   23.1      Consent of Brooks, Pierce, McLendon,              Filed Herewith
             Humphrey & Leonard, L.L.P.
   23.2      Consent of PricewaterhouseCoopers LLP             Filed Herewith
   24.0      Power of Attorney                                 Filed Herewith
                                                               (on
                                                               signature page)
   99.1      Copy of the 401(k) Plan's most recent Annual      Filed Herewith
             Report on Form 5500 filed with the IRS.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25261}]
{"company-data": {"conformed-name": "FIRST COMMUNITY FINANCIAL CORP /NC/", "cik": "0001076657", "assigned-sic": "6036", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79231", "film-number": "99634042"}, "business-address": {"street1": "708 SOUTH CHURCH STREET", "street2": "P O BOX 1837", "city": "BURLINGTON", "state": "NC", "zip": "27216-1837", "phone": "3362273631"}, "mail-address": {"street1": "708 SOUTH CHURCH STREET", "street2": "P O BOX 1837", "city": "BURLINGTON", "state": "NC", "zip": "27216-1837"}}
As filed with the Securities and Exchange Commission on May 25, 1999.
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                             ____________________

                           FIRST COMMUNITY FINANCIAL
                                  CORPORATION
            (Exact name of Registrant as specified in its charter)
        North Carolina                                         56-2119954
 (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                         Identification No.)

                            708 South Church Street
                                P. O. Box 1837
                     Burlington, North Carolina 27216-1837
                   (Address of Principal Executive Offices)

                          COMMUNITY SAVINGS BANK, SSB
                  EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN
                           (Full title of the Plan)
                             ____________________

           William R. Gilliam, President and Chief Executive Officer
                     First Community Financial Corporation
                            708 South Church Street
                                P. O. Box 1837
                     Burlington, North Carolina 27216-1837
                                (336) 227-3631

  (Name and address, including zip code, and telephone number, including area
                          code, of agent for service)

                                  Copies to:
                             RANDALL A. UNDERWOOD
                           Brooks, Pierce, McLendon,
                          Humphrey & Leonard, L.L.P.
                             Post Office Box 26000
                            2000 Renaissance Plaza
                             230 North Elm Street
                       Greensboro, North Carolina 27420
CALCULATION OF REGISTRATION FEE
================================================================================================
    Title of Securities       Amount to be   Proposed Maximum   Proposed Maximum     Amount of
    to be Registered/1/       Registered/2/   Offering Price   Aggregate Offering   Registration
                                                 Per Unit             Price            Fee/3/
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
Common Stock, no par value          117,431            $15.00        $1,761,465.00       $489.69
================================================================================================
(Footnotes on Next Page)

This Registration Statement shall become effective upon filing in accordance
      with Section 8(a) of the Securities Act of 1933, as amended, and 17
                               C.F.R.(S)230.462.

1    Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employer benefit plan described herein.

2    Represents the maximum number of shares of First Community Financial
     Corporation common stock which could be purchased by the Community Savings
     Bank, SSB Employees' Savings and Profit Sharing Plan if all employer and
     employee contributions to the plan are used to purchase shares of such
     common stock in First Community Financial Corporation's initial public
     offering.  This registration statement also includes an indeterminate
     number of shares which may be necessary to adjust the number of shares
     purchased by such plan as a result of a stock split, stock dividend,
     reclassification, recapitalization or similar adjustments to the common
     stock of First Community Financial Corporation.

3    Pursuant to Rule 457(h)(2), no separate fee is payable with respect to the
     interests in the employee benefit plan.

================================================================================
Part I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

     This Registration Statement relates to the registration of up to 117,431
shares of common stock, no par value, of First Community Financial Corporation
(the "Registrant") which could be issued pursuant to the Community Savings Bank,
SSB Employees' Savings and Profit Sharing Plan (the "401(k) Plan") and an
indeterminate amount of participation interests in the 401(k) Plan.  Documents
containing the information specified in Part I of Form S-8 will be sent or given
to the participants in the 401(k) Plan as specified by Rule 428(b)(1).  Such
documents are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 in reliance on Rule 428.

Item 2.  Registration Information and Employee Plan Annual Information.

     The required statement is contained in the prospectus to be delivered
pursuant to Part I of this Registration Statement as specified by Rule
428(b)(1).

                                    Part II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Commission are incorporated herein
by reference:

     (a)  The Registrant's Prospectus dated May 7, 1999 filed pursuant to Rule
          424(b) on May 14, 1999 in connection with Registrant's Registration
          Statement on Form SB-2, as amended (Registration No. 333-70981) filed
          pursuant to the Securities Act of 1933, as amended (the "Securities
          Act").

     (b)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form SB-2, as amended,
          Registration No. 333-70981, incorporated by reference in the
          Registration Statement on Form 8-A filed with the Commission under
          Section 12(g) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act") on May 18, 1999 (File No. 000-26117), including any
          amendment or report filed for the purpose of updating such
          description.

     All documents subsequently filed by the Registrant and the 401(k) pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities registered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.  Any statement contained in this
Registration Statement, or in a document incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document which is also
incorporated or deemed to be incorporated by reference herein, 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.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Registrant's Articles of Incorporation provide that to the fullest
extent permitted by the North Carolina Business Corporation Act (the "NCBCA"),
no person who serves as a director shall be personally liable to the Registrant
or any of its stockholders or otherwise for monetary damages for breach of any
duty as director.  The Registrant's Bylaws state that any person who at any time
serves or has served as a director or officer of the Registrant, or who, while
serving as a director or officer of the Registrant, serves or has served at the
request of the Registrant as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or as a trustee or administrator under an employee benefit plan,
shall have a right to be indemnified by the Registrant to the fullest extent
permitted by law against liability and litigation expense arising out of such
status or activities in such capacity.  "Liability and litigation expense" is
defined in the Bylaws as including costs and expenses of litigation (including
reasonable attorneys' fees), judgments, fines and amounts paid in settlement
which are actually and reasonably incurred in connection with or as a
consequence of any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, including appeals.

     Litigation expense, as described above, may be paid by the Registrant in
advance of the final disposition or termination of the litigation matter, if the
Registrant receives an undertaking, dated, in writing and signed by the person
to be indemnified, to repay all such sums unless such person is ultimately
determined to be entitled to be indemnified by the Registrant as provided in the
Registrant's Bylaws.

     Sections 55-8-50 through 55-8-58 of the NCBCA contain provisions
prescribing the extent to which directors and officers shall or may be
indemnified.  Section 55-8-51 of the NCBCA permits a corporation, with certain
exceptions, to indemnify a present or former director against liability if (i)
the director conducted himself in good faith, (ii) the director reasonably
believed (x) that the director's conduct in the director's official capacity
with the corporation was in its best interests and (y) in all other cases the
director's conduct was at least not opposed to the corporation's best interests,
and (iii) in the case of any criminal proceeding, the director had no reasonable
cause to believe the director's conduct was unlawful.  A corporation may not
indemnify a director in connection with a proceeding by or in the

                                       2
right of the corporation in which the director was adjudged liable to the
corporation or in connection with a proceeding charging improper personal
benefit to the director. The above standard of conduct is determined by the
board of directors, or a committee or special legal counsel or the shareholders
as prescribed in Section 55-8-55.

     Sections 55-8-52 and 55-8-56 of the NCBCA require a corporation to
indemnify a director or officer in the defense of any proceeding to which the
director or officer was a party against reasonable expenses when the director or
officer is wholly successful in the director's or officer's defense, unless the
articles of incorporation provide otherwise.  Upon application, the court may
order indemnification of the director or officer if the director or officer is
adjudged fairly and reasonably so entitled under Section 55-8-54.

     In addition, Section 55-8-57 permits a corporation to provide for
indemnification of directors, officers, employees or agents, in its articles of
incorporation or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance policies on behalf of
these individuals.

     The foregoing is only a general summary of certain aspects of North
Carolina law dealing with indemnification of directors and officers and does not
purport to be complete.  It is qualified in its entirety by reference to the
relevant statutes, which contain detailed specific provisions regarding the
circumstances under which, and the persons for whose benefit, indemnification
shall or may be made.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits

     The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-B):

                                       3
Exhibit No.                        Description of Document
          -----------                        -----------------------

              4.1               Specimen Stock Certificate for the Registrant
                                (incorporated by reference to Exhibit 4.1 of the
                                Registration Statement on Form SB-2,
                                Registration No. 333-70981, filed January 22,
                                1999, as amended).

              4.2               Community Savings Bank, SSB Employees' Savings
                                & Profit Sharing Plan.

              4.3               Community Savings Bank, SSB Employees' Savings
                                & Profit Sharing Plan Adoption Agreement.

              4.4               Community Savings Bank, SSB Employees' Savings
                                & Profit Sharing Plan and Trust - Summary Plan
                                Description.

              4.5               Form of Investment Allocation to be made
                                available to participants under the Community
                                Savings Bank, SSB Employees' Savings and Profit
                                Sharing Plan.

              5.0               Opinion of Brooks, Pierce, McLendon, Humphrey &
                                Leonard, L.L.P. as to legality of securities
                                being registered (incorporated by reference to
                                Exhibit 5.1 of the Registration Statement on
                                Form SB-2, Registration No. 333-70981, filed
                                January 22, 1999, as amended).

             23.1               Consent of Brooks, Pierce, McLendon, Humphrey
                                & Leonard, L.L.P.

             23.2               Consent of PricewaterhouseCoopers LLP.

             24.0               Power of Attorney (contained on the signature
                                page to this Registration Statement).

             99.1               Copy of the 401(k) Plan's most recent Annual
                                Report on Form 5500 filed with the IRS.

     The Registrant will submit or has submitted the 401(k) Plan and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
and has made or will make all changes required by the IRS in order to qualify
the 401(k) Plan under Section 401 of the Internal Revenue Code.

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 the Registration Statement to:

          (i) Include any prospectus required by Section 10(a)(3) of the
     Securities Act;

                                       4
(ii)  Reflect in the prospectus any facts or events arising which,
                individually or in the aggregate, represent a fundamental change
                in the information in the Registration Statement.
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total dollar value of
                securities offered would not exceed that which was registered)
                and any deviation from the low or high end of the estimated
                maximum offering range may be reflected in the form of
                prospectus filed with the Commission pursuant to Rule 424(b) if,
                in the aggregate, the changes in volume and price represent no
                more than a 20% change in the maximum aggregate offering price
                set forth in the "Calculation of Registration Fee" table in the
                Registration Statement;

          (iii) Include any material information with respect to the plan of
                distribution not previously disclosed in the Registration
                Statement or any material change to such information in the
                Registration Statement.

     Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if
     --------  -------
the information required in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

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

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the termination of the
offering.

     (4) For purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Burlington, State of North Carolina, on the 14th
day of May, 1999.

                              FIRST COMMUNITY FINANCIAL CORPORATION
                              Registrant

                              By:   /s/ William R. Gilliam
                                    --------------------------------------------
                                    William R. Gilliam, President
                                    and Chief Executive Officer

     Each person whose individual signature appears below hereby makes,
constitutes and appoints William R. Gilliam to sign for such person and in such
person's name and capacity indicated below, any and all amendments to this
Registration Statement, including any and all post-effective amendments.

                                       6
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Date: May 14, 1999               By:  /s/ William R. Gilliam
                                      ------------------------------------------
                                      William R. Gilliam, President and Director
                                      (Chief Executive Officer)

Date: May 14, 1999               By:  /s/ Christopher B. Redcay
                                      ------------------------------------------
                                      Christopher B. Redcay, Treasurer
                                      (Principal Accounting Officer and
                                      Principal Financial Officer)

Date: May 14, 1999               By:  /s/ Jimmy l. Byrd
                                      ------------------------------------------
                                      Jimmy L. Byrd, Director

Date: May 14, 1999               By:  /s/ Julian P. Griffin
                                      ------------------------------------------
                                      Julian P. Griffin, Director

Date: May 14, 1999               By:  /s/ Edgar L. Hartgrove
                                      ------------------------------------------
                                      Edgar L. Hartgrove, Director

Date: May 14, 1999               By:  /s/ William C. Ingold
                                      ------------------------------------------
                                      William C. Ingold, Director

Date: May 14, 1999               By:  /s/ Charles A. LeGrand
                                      ------------------------------------------
                                      Charles A. LeGrand, Director

Date: May 14, 1999               By:  /s/ James D. Moser, Jr.
                                      ------------------------------------------
                                      James D. Moser, Jr., Director

Date: May 14, 1999               By:  /s/ W. Joseph Rich
                                      ------------------------------------------
                                      W. Joseph Rich, Director

Date: May 14, 1999               By:  /s/ Alfred J. Spitzner
                                      ------------------------------------------
                                      Alfred J. Spitzner, Director

Date: May 14, 1999               By:  /s/ Herbert N. Wellons
                                      ------------------------------------------
                                      Herbert N. Wellons, Director

                                       7
EXHIBIT INDEX

                                                                   Method of
Exhibit No.                    Description                           Filing
-----------                    -----------                         ---------

    4.1      Specimen Stock Certificate for the Registrant     Incorporated by
                                                               Reference
    4.2      Community Savings Bank, SSB Employees'            Filed Herewith
             Savings & Profit Sharing Plan
    4.3      Community Savings Bank, SSB Employees'            Filed Herewith
             Savings & Profit Sharing Plan Adoption
             Agreement
    4.4      Community Savings' Bank, SSB Employees'           Filed Herewith
             Savings & Profit Sharing Plan and Trust -
             Summary Plan Description
    4.5      Form of Investment Election to be made            Filed Herewith
             available to participants under the Community
             Savings Bank, SSB Employees' Savings and
             Profit Sharing Plan.
    5.0      Opinion of Brooks, Pierce, McLendon,              Incorporated by
             Humphrey & Leonard, L.L.P. as to legality of      Reference
             securities being registered
   23.1      Consent of Brooks, Pierce, McLendon,              Filed Herewith
             Humphrey & Leonard, L.L.P.
   23.2      Consent of PricewaterhouseCoopers LLP             Filed Herewith
   24.0      Power of Attorney                                 Filed Herewith
                                                               (on
                                                               signature page)
   99.1      Copy of the 401(k) Plan's most recent Annual      Filed Herewith
             Report on Form 5500 filed with the IRS.