As filed with the Securities and Exchange Commission on March 19, 1999.
                                           Registration No. 333-_______________

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                            Advance Financial Bancorp
                            -------------------------
             (Exact name of Registrant as specified in its charter)

Delaware                                                         55-0753533  
--------                                                     ------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                              1015 Commerce Street
                         Wellsburg, West Virginia 26070
                    ----------------------------------------
                    (Address of principal executive offices)

                Advance Financial Bancorp 1998 Stock Option Plan
                ------------------------------------------------
                            (Full Title of the Plan)

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

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of                          Proposed      Proposed Maximum     Amount of
Securities to    Amount to be  Maximum Offering     Aggregate      Registration
be Registered   Registered(1)   Price Per Share   Offering Price(2)   Fee (2)
-------------   -------------   ---------------    ----------        --------
Common Stock
$0.10 par value                 
per share       108,445 shares       (2)           $1,724,233        $479.34
================================================================================

(1)      The maximum number of shares of common stock issuable upon awards to be
         granted under the Advance Financial Bancorp 1998 Stock Option Plan (the
         "Plan")  consists of 108,445  shares which are being  registered  under
         this  Registration  Statement and for which a registration fee is being
         paid. Additionally,  an indeterminate number of additional shares which
         may be  offered  and issued to prevent  dilution  resulting  from stock
         splits, dividends or similar transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 108,445 shares are being  registered
         hereby,  of which 65,061 shares are under option at a weighted  average
         exercise price of $18.75 per share  ($1,219,893.75  in the  aggregate).
         The  remainder  of such  shares,  which are not  presently  subject  to
         options (43,384 shares), are being registered based upon the average of
         the high and low selling  prices of the Common Stock of the  Registrant
         as reported on the Nasdaq  SmallCap Market on March 16, 1999 of $11.625
         per  share  ($504,339  in  the  aggregate)  for  a  total  offering  of
         $1,724,233.

     This Registration  Statement shall become effective  automatically upon the
date of filing,  in accordance  with Section 8(a) of the  Securities Act of 1933
("1933 Act") and Rule 462 of the 1933 Act.


<PAGE>

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

Item 1.  Plan Information. *
------
Item 2.  Registrant Information and Employee Plan Annual Information. *
------
     *This Registration  Statement relates to the registration of 108,445 shares
of Advance Financial Bancorp (the "Company" or "Registrant")  common stock, $.10
par value per share (the "Common  Stock")  issuable to  employees,  officers and
directors of the Registrant or its  subsidiaries as compensation for services in
accordance  with the  Advance  Financial  Bancorp  1998 Stock  Option  Plan (the
"Plan").  Documents  containing  the  information  required  by  Part I of  this
Registration  Statement  will be sent or  given to  participants  in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

     The  Company  became  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934 (the "1934  Act") on  December  17,  1996 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

     The  following  documents  filed by the  Company are  incorporated  in this
Registration Statement by reference:

     (a) The Company's  Registration Statement on Form S-1 (No. 333-13021) filed
with the Commission on September 27, 1996 and amendments thereto;

     (b) The  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
June 30, 1998, as filed with the Commission;

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

     (d) The Company's  Definitive  Proxy  Statement  related to the 1998 Annual
Meeting of stockholders as filed with the Commission; and

     (e)  The  description  of the  Company's  securities  as  contained  in the
Company's  Registration  Statement on Form 8-A as filed with the  Commission  on
December 17, 1996.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14, and 15(d) of the 1934 Act,  prior to the filing of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.


<PAGE>

Item 4.  Description of Securities.
------
         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
------
         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------
     Section  145  of  the  Delaware   General   Corporation  Law  authorizes  a
corporation such as the Registrant to indemnify officers, directors,  employees,
and agents under certain circumstances.  Section 145 requires indemnification of
directors,  officers,  employees,  and  agents who have been  successful  on the
merits or otherwise in defense of certain actions,  suits,  proceedings  claims,
issues,  and  matters.   Article  XVIII  of  the  Registrant's   Certificate  of
Incorporation provides for indemnification.

     Section  102(b)(7) of the Delaware  General  Corporation Law allows for the
limitation  of  liability  of  directors.  Article  XVIII  of  the  Registrant's
Certificate  of  Incorporation  provides  for the  limitation  of  liability  of
directors.

     The  Registrant  believes that these  provisions  assist the Registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
Registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  Registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the Registrant  because certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  Registrant
could be required to be repaid by the Registrant to an indemnified party.

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

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933  ("1933  Act") may be  permitted  to  directors,  officers,  or  persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.


Item 7.  Exemption from Registration Claimed.
------
     Not Applicable

Item 8.  Exhibits.
------
     For a list of all exhibits  filed or included as part of this  Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.



<PAGE>


Item 9.  Undertakings.
------
     (a) The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this Registration Statement;

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               1933 Act;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the Registration Statement;

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

provided  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do no apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

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

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

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

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) The undersigned  Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual report,  to security  holders that is  incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.



<PAGE>



     (d) Insofar as indemnification  for liabilities  arising under the 1933 Act
may  be  permitted  to  directors,  officers,  and  controlling  persons  of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public  policy  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.
<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 Wellsburg in the State of West Virginia, as of March
16, 1999.

                            ADVANCE FINANCIAL BANCORP



                         By: /s/   Stephen M. Gagliardi                    
                             ---------------------------------------------------
                             Stephen M. Gagliardi
                             President and Chief Executive Officer
                             (Duly Authorized Representative)


                                POWER OF ATTORNEY

     We, the undersigned directors and officers of Advance Financial Bancorp, do
hereby  severally  constitute  and appoint  Stephen M. Gagliardi as our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the capacities  indicated below which said Stephen M. Gagliardi may
deem necessary or advisable to enable Advance Financial Bancorp,  to comply with
the  Securities  Act of  1933,  as  amended,  and  any  rules,  regulations  and
requirements of the Securities and Exchange  Commission,  in connection with the
Registration  Statement on Form S-8  relating to the  offering of the  Company's
Common Stock, including specifically, but not limited to, power and authority to
sign,  for  any of us in  our  names  in the  capacities  indicated  below,  the
Registration  Statement  and any and all  amendments  (including  post-effective
amendments)  thereto;  and we hereby ratify and confirm all that said Stephen M.
Gagliardi shall do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.



/s/   Stephen M. Gagliardi                      /s/   George H. Johnson 
--------------------------------------          --------------------------------
Stephen M. Gagliardi                            George H. Johnson
President and Chief Executive Officer           Director
(Principal Executive Officer)
Date: March 16, 1999                            Date: March 16, 1999



/s/   Steve M. Magnone                          /s/   John R. Sperlazza 
--------------------------------------          --------------------------------
Steve M. Magnone                                John R. Sperlazza
Vice President                                  Director
(Principal Financial and Accounting Officer)
Date: March 16, 1999                            Date: March 16, 1999




<PAGE>






/s/   Gary Young                                /s/   James R. Murphy 
--------------------------------------          --------------------------------
Gary Young                                      James R. Murphy
Director                                        Director
Date: March 16, 1999                            Date: March 16, 1999



/s/   William B. Chesson                        /s/   William E. Watson
--------------------------------------          --------------------------------
William B. Chesson                              William E. Watson
Director                                        Director
Date: March 16, 1999                            Date: March 16, 1999


<PAGE>



                                INDEX TO EXHIBITS



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

     4.1                  Advance Financial Bancorp
                          1998 Stock Option Plan

     4.2                  Form of Stock Option Agreement to be entered into
                          with respect to Incentive Stock Options

     4.3                  Form of Stock Option Agreement to be entered into
                          with respect to Non-Incentive Stock Options

     4.4                  Form of Stock Award Tax Notice

     5.1                  Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to
                          the validity of the Common Stock being registered

    23.1                  Consent of Malizia, Spidi, Sloane & Fisch, P.C.
                          (appears in their opinion filed as Exhibit 5.1)

    23.2                  Consent of S.R. Snodgrass, A.C.

     24                   Reference is made to the Signatures section of this
                          Registration Statement for the Power of Attorney
                          contained therein
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19854}]
{"company-data": {"conformed-name": "ADVANCE FINANCIAL BANCORP", "cik": "0001023398", "assigned-sic": "6035", "irs-number": "550753533", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74681", "film-number": "99568536"}, "business-address": {"street1": "1015 COMMERCE STREET", "city": "WELLSBURG", "state": "WV", "zip": "26070", "phone": "3047373531"}, "mail-address": {"street1": "1015 COMMERCE STREET", "city": "WELLSBURG", "state": "WV", "zip": "26070"}}
As filed with the Securities and Exchange Commission on March 19, 1999.
                                           Registration No. 333-_______________

--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            Advance Financial Bancorp
                            -------------------------
             (Exact name of Registrant as specified in its charter)

Delaware                                                         55-0753533  
--------                                                     ------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                              1015 Commerce Street
                         Wellsburg, West Virginia 26070
                    ----------------------------------------
                    (Address of principal executive offices)

                Advance Financial Bancorp 1998 Stock Option Plan
                ------------------------------------------------
                            (Full Title of the Plan)

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

                         CALCULATION OF REGISTRATION FEE
================================================================================
Title of                          Proposed      Proposed Maximum     Amount of
Securities to    Amount to be  Maximum Offering     Aggregate      Registration
be Registered   Registered(1)   Price Per Share   Offering Price(2)   Fee (2)
-------------   -------------   ---------------    ----------        --------
Common Stock
$0.10 par value                 
per share       108,445 shares       (2)           $1,724,233        $479.34
================================================================================

(1)      The maximum number of shares of common stock issuable upon awards to be
         granted under the Advance Financial Bancorp 1998 Stock Option Plan (the
         "Plan")  consists of 108,445  shares which are being  registered  under
         this  Registration  Statement and for which a registration fee is being
         paid. Additionally,  an indeterminate number of additional shares which
         may be  offered  and issued to prevent  dilution  resulting  from stock
         splits, dividends or similar transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 108,445 shares are being  registered
         hereby,  of which 65,061 shares are under option at a weighted  average
         exercise price of $18.75 per share  ($1,219,893.75  in the  aggregate).
         The  remainder  of such  shares,  which are not  presently  subject  to
         options (43,384 shares), are being registered based upon the average of
         the high and low selling  prices of the Common Stock of the  Registrant
         as reported on the Nasdaq  SmallCap Market on March 16, 1999 of $11.625
         per  share  ($504,339  in  the  aggregate)  for  a  total  offering  of
         $1,724,233.

     This Registration  Statement shall become effective  automatically upon the
date of filing,  in accordance  with Section 8(a) of the  Securities Act of 1933
("1933 Act") and Rule 462 of the 1933 Act.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------
Item 2.  Registrant Information and Employee Plan Annual Information. *
------
     *This Registration  Statement relates to the registration of 108,445 shares
of Advance Financial Bancorp (the "Company" or "Registrant")  common stock, $.10
par value per share (the "Common  Stock")  issuable to  employees,  officers and
directors of the Registrant or its  subsidiaries as compensation for services in
accordance  with the  Advance  Financial  Bancorp  1998 Stock  Option  Plan (the
"Plan").  Documents  containing  the  information  required  by  Part I of  this
Registration  Statement  will be sent or  given to  participants  in the Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and Exchange  Commission (the "Commission")  either as part of this Registration
Statement or as prospectuses or prospectus  supplements pursuant to Rule 424, in
reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

     The  Company  became  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934 (the "1934  Act") on  December  17,  1996 and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

     The  following  documents  filed by the  Company are  incorporated  in this
Registration Statement by reference:

     (a) The Company's  Registration Statement on Form S-1 (No. 333-13021) filed
with the Commission on September 27, 1996 and amendments thereto;

     (b) The  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
June 30, 1998, as filed with the Commission;

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

     (d) The Company's  Definitive  Proxy  Statement  related to the 1998 Annual
Meeting of stockholders as filed with the Commission; and

     (e)  The  description  of the  Company's  securities  as  contained  in the
Company's  Registration  Statement on Form 8-A as filed with the  Commission  on
December 17, 1996.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14, and 15(d) of the 1934 Act,  prior to the filing of a  post-effective
amendment  which  indicates that all securities  offered have been sold or which
deregisters  all  securities  then  remaining  unsold  shall  be  deemed  to  be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4.  Description of Securities.
------
         Not Applicable

Item 5.  Interests of Named Experts and Counsel.
------
         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------
     Section  145  of  the  Delaware   General   Corporation  Law  authorizes  a
corporation such as the Registrant to indemnify officers, directors,  employees,
and agents under certain circumstances.  Section 145 requires indemnification of
directors,  officers,  employees,  and  agents who have been  successful  on the
merits or otherwise in defense of certain actions,  suits,  proceedings  claims,
issues,  and  matters.   Article  XVIII  of  the  Registrant's   Certificate  of
Incorporation provides for indemnification.

     Section  102(b)(7) of the Delaware  General  Corporation Law allows for the
limitation  of  liability  of  directors.  Article  XVIII  of  the  Registrant's
Certificate  of  Incorporation  provides  for the  limitation  of  liability  of
directors.

     The  Registrant  believes that these  provisions  assist the Registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
Registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  Registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the Registrant  because certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  Registrant
could be required to be repaid by the Registrant to an indemnified party.

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

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933  ("1933  Act") may be  permitted  to  directors,  officers,  or  persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.
------
     Not Applicable

Item 8.  Exhibits.
------
     For a list of all exhibits  filed or included as part of this  Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.
Item 9.  Undertakings.
------
     (a) The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this Registration Statement;

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               1933 Act;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the Registration Statement;

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

provided  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do no apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

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

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

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

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) The undersigned  Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual report,  to security  holders that is  incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.
(d) Insofar as indemnification  for liabilities  arising under the 1933 Act
may  be  permitted  to  directors,  officers,  and  controlling  persons  of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public  policy  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.
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 Wellsburg in the State of West Virginia, as of March
16, 1999.

                            ADVANCE FINANCIAL BANCORP

                         By: /s/   Stephen M. Gagliardi                    
                             ---------------------------------------------------
                             Stephen M. Gagliardi
                             President and Chief Executive Officer
                             (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned directors and officers of Advance Financial Bancorp, do
hereby  severally  constitute  and appoint  Stephen M. Gagliardi as our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the capacities  indicated below which said Stephen M. Gagliardi may
deem necessary or advisable to enable Advance Financial Bancorp,  to comply with
the  Securities  Act of  1933,  as  amended,  and  any  rules,  regulations  and
requirements of the Securities and Exchange  Commission,  in connection with the
Registration  Statement on Form S-8  relating to the  offering of the  Company's
Common Stock, including specifically, but not limited to, power and authority to
sign,  for  any of us in  our  names  in the  capacities  indicated  below,  the
Registration  Statement  and any and all  amendments  (including  post-effective
amendments)  thereto;  and we hereby ratify and confirm all that said Stephen M.
Gagliardi shall do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.

/s/   Stephen M. Gagliardi                      /s/   George H. Johnson 
--------------------------------------          --------------------------------
Stephen M. Gagliardi                            George H. Johnson
President and Chief Executive Officer           Director
(Principal Executive Officer)
Date: March 16, 1999                            Date: March 16, 1999

/s/   Steve M. Magnone                          /s/   John R. Sperlazza 
--------------------------------------          --------------------------------
Steve M. Magnone                                John R. Sperlazza
Vice President                                  Director
(Principal Financial and Accounting Officer)
Date: March 16, 1999                            Date: March 16, 1999
/s/   Gary Young                                /s/   James R. Murphy 
--------------------------------------          --------------------------------
Gary Young                                      James R. Murphy
Director                                        Director
Date: March 16, 1999                            Date: March 16, 1999

/s/   William B. Chesson                        /s/   William E. Watson
--------------------------------------          --------------------------------
William B. Chesson                              William E. Watson
Director                                        Director
Date: March 16, 1999                            Date: March 16, 1999
INDEX TO EXHIBITS

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

     4.1                  Advance Financial Bancorp
                          1998 Stock Option Plan

     4.2                  Form of Stock Option Agreement to be entered into
                          with respect to Incentive Stock Options

     4.3                  Form of Stock Option Agreement to be entered into
                          with respect to Non-Incentive Stock Options

     4.4                  Form of Stock Award Tax Notice

     5.1                  Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to
                          the validity of the Common Stock being registered

    23.1                  Consent of Malizia, Spidi, Sloane & Fisch, P.C.
                          (appears in their opinion filed as Exhibit 5.1)

    23.2                  Consent of S.R. Snodgrass, A.C.

     24                   Reference is made to the Signatures section of this
                          Registration Statement for the Power of Attorney
                          contained therein