As filed with the Securities and Exchange Commission on September 13, 1996.
                                          Registration No. 333-_______________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                              Beckley Bancorp, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                              55-0733525
- -------------------------------                            -------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                                 200 Main Street
                          Beckley, West Virginia 25801
                                 (304) 252-6201
                    (Address of principal executive offices)

                              Beckley Bancorp, Inc.
                        1996 Directors Stock Option Plan

                            -------------------------
                            (Full Title of the Plans)

                               Richard Fisch, 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

===============================================================================
                                                     Proposed
Title of                             Proposed        Maximum        Amount of
Securities to      Amount to     Maximum Offering   Aggregate     Registration
be Registered    be Registered   Price Per Unit     Offering(2)        Fee
- -------------    -------------   --------------     -----------     ---------

Common Stock                 
$.10 par value     30,000(1)        $18.25(2)        $547,500        $188.80
===============================================================================

(FOOTNOTES ON NEXT PAGE)




<PAGE>



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

(1)     The maximum  number of shares of common stock  issuable upon exercise of
        options  granted or to be granted under the Beckley  Bancorp,  Inc. 1996
        Directors Stock Option Plan consists of 30,000 shares of Common Stock of
        the  Registrant  which  are being  registered  under  this  Registration
        Statement and for which a registration fee is being paid.

(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.  A total of 30,000 shares are being registered hereby,
        of which 30,000  shares are under option at an exercise  price of $18.25
        per share ($547,500 in the aggregate).

        Under Rule 462 of the 1933 Act, the  Registration  Statement on Form S-8
        shall be effective upon filing with the Commission.


<PAGE>



** THIS DOCUMENT  CONSTITUTES THE PROSPECTUS  COVERING SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933.**

PROSPECTUS
- ----------

                                        30,000 Shares
                                        -------------

                                     BECKLEY BANCORP, INC.
                                         COMMON STOCK
                                  (Par Value $.10 Per Share)

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

                                     BECKLEY BANCORP, INC.
                               1996 DIRECTORS STOCK OPTION PLAN
                                (30,000 Shares of Common Stock)

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

        This Prospectus relates to 30,000 shares of common stock, par value $.10
per share (the "Common  Stock"),  of Beckley Bancorp,  Inc. (the  "Company"),  a
Delaware  corporation  which is the parent  savings and loan holding  company of
Beckley Federal Savings Bank (the "Savings Bank"), which may be issued from time
to time by the Company to  directors  of the Company and any  subsidiary  of the
Company pursuant to the Beckley  Bancorp,  Inc. 1996 Directors Stock Option Plan
(the  "Option  Plan").  Each offer made under the Option  Plan  pursuant to this
Prospectus is made at the price and on the terms and conditions contained in the
agreements   entered  into   between  the  Company  and  each  award   recipient
("Recipient").

        This  Prospectus  is for use as of the  date  hereof  and in  subsequent
years.  Information which is likely to change from year to year will be included
in appendices to this Prospectus.

        The issued and outstanding  Common Stock of the Company is traded in the
over-the-counter  market.  Shares of  Common  Stock  which  may be  issued  upon
exercise of options granted or to be granted under the Plan, will also be traded
in over-the-counter market.

- --------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------

                The date of this Prospectus is September 13, 1996


<PAGE>



        No person has been  authorized  to give any  information  or to make any
representation  not contained in this  Prospectus,  and, if given or made,  such
information or representation  must not be relied upon as having been authorized
by the  Company.  This  Prospectus  does  not  constitute  an offer to sell or a
solicitation  of an offer to buy any  securities  other  than the  Common  Stock
offered by this  Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any  jurisdiction  to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this  Prospectus nor any sale made  hereunder  shall,  under any  circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company  or that the  information  contained  herein is  correct  as of any time
subsequent to the date hereof.


<PAGE>



                                TABLE OF CONTENTS

                              Beckley Bancorp, Inc.
                        1996 Directors Stock Option Plan

                                                                    Page

General Plan Information...................................         1

Administration.............................................         1

Purpose....................................................         2

Securities to be Offered...................................         2

Eligibility to Participate in Plan.........................         2

Purchases of Securities Pursuant to the Plan
 and Payment for Securities Offered........................         2

  Grant of Options.........................................         2
  Term of the Plan.........................................         3
  Stock Option Agreements..................................         3
  Option Price.............................................         3
  Option Period............................................         3
  Non-transferability......................................         3
  Conditions of Exercise...................................         4
  Payment for Options......................................         4
  Cashless Exercise........................................         4
  Issuance of Common Stock.................................         4

Recapitalization, Merger, Consolidation, Change in
 Control and Similar Transactions..........................         5

Amendment and Termination of the Plan......................         5

Restrictions on Resale.....................................         6

Federal Income Tax Consequences............................         6

Annual Report to Shareholders..............................         7

Additional Information.....................................         7

Legal Opinion..............................................         7

Appendix A.................................................       A-1
  Administration...........................................       A-1
  Number of Shares Subject to Plan.........................       A-1
  Participation in the Plan................................       A-1
  Outstanding Awards.......................................       A-1


<PAGE>



                              Beckley Bancorp, Inc.
                        1996 Directors Stock Option Plan

General Plan Information
- ------------------------

        This  Prospectus  relates to 30,000 shares of the common stock  ("Common
Stock"),  par value $.10 per share, of Beckley  Bancorp,  Inc. (the  "Company"),
which may be issued  from time to time by the  Company  in  accordance  with the
Beckley Bancorp, Inc. 1996 Directors Stock Option Plan (the "Option Plan").

        The Company was formed  under the laws of the State of Delaware  for the
purpose of  becoming a savings  and loan  holding  company and became the parent
corporation  of Beckley  Federal  Savings Bank (the  "Savings  Bank") on July 7,
1994,  at which time the Company  acquired all of the shares of capital stock of
the Savings Bank. The Board of Directors of the Company  adopted the Option Plan
at its meeting on June 11, 1996 (the "Effective Date").

        Pursuant to the Plan,  30,000  shares of Common Stock were  reserved for
issuance by the Company upon  exercise of Stock Options  ("Options")  awarded to
directors of the Company and the Bank.  Options  granted under the Plan will not
be  Incentive  Stock  Options  within the  meaning  of  Section  422 of the Code
("Non-Incentive  Stock Option").  Upon exercise of a Non-Incentive Stock Option,
the  Optionee  generally  recognizes  ordinary  income  to the  extent  that the
exercise  price is less than the fair  market  value of the Common  Stock on the
date of  exercise.  The Company is entitled  to a federal  income tax  deduction
equal to the amount of ordinary income recognized by the Optionee at the time of
such income recognition. See "Federal Income Tax Consequences."

        The Plan will not be qualified  under Section  401(a) of the Code and it
is exempt from the provisions of the Employee  Retirement Income Security Act of
1974, as amended.

        The  statements  herein  concerning the terms and provisions of the Plan
are  summaries  and do not  purport  to be  complete.  All such  statements  are
qualified in their  entirety by reference to the full text of the Plan  document
as filed as Exhibit 4.1 to the  Registration  Statement of which this Prospectus
is a part.

        Additional  updating  and other  information  with respect to the Option
Plan and the  Common  Stock  offered  hereby  may be  provided  in the future to
Recipients by means of one or more supplements or appendices to this Prospectus.
Additional  information  about the Option Plan  (including  a copy of the Option
Plan),  plan  administration,  and the Company may be obtained at the  Company's
principal offices, which are located at 200 Main Street,  Beckley, West Virginia
25801. The Company's telephone number is (304) 252-6201.

Administration
- --------------

        The  Plan is  administered  by a  Committee  of the  Company's  Board of
Directors (the  "Committee").  The Plan provides that the Committee will consist
of at least three  non-employee  directors  of the  Company.  The members of the
Committee are  appointed by the Board and serve at the pleasure of the Board.  A
majority of the entire Committee shall constitute a quorum,  and the action of a
majority

                                        1


<PAGE>



of the  members  present at any  meeting  at which a quorum is present  shall be
deemed the action of the Committee.

        Subject to the express provisions of the Plan and resolutions adopted by
the Board,  the  Committee  has  authority to interpret  the Plan, to prescribe,
amend,  and  rescind  the rules and  regulations  relating  to the Plan,  and to
determine  the form and  content  of  Options  to be issued  under the Plan.  In
addition,  the Committee is authorized to make all other  determinations  deemed
necessary or advisable for the administration of the Plan and shall have and may
exercise  such other power and such  authority  as may be delegated to it by the
Board from time to time. All decisions,  determinations,  and interpretations of
the Committee shall be final and conclusive to all persons affected thereby.

        Additional  information about the Plan and the Committee may be obtained
from the  Company at the address of the Company as listed  under  "General  Plan
Information."  For  a  list  of  the  current  members  of  the  Committee,  see
"Administration" at Appendix A.

Purpose
- -------

        The  purpose of the Plan is to promote the  interests  of the Company by
attracting  and  retaining  the  best  available   personnel  for  positions  of
substantial responsibility to serve as directors of the Company and the Bank and
to provide additional  incentive to such directors of the Company to promote the
success and profitability of the Company's business.

Securities to be Offered
- ------------------------

        The  aggregate  number of shares  of  Common  Stock  which may be issued
pursuant to Options  granted or to be granted  under the Plan is 30,000  shares,
subject to certain  adjustments  for  changes in the  capital  structure  of the
Company,  as described  below.  See  "Recapitalization,  Merger,  Consolidation,
Change in Control and  Similar  Transactions."  Any shares  subject to an Option
award under the Plan which expire or are  terminated  unexercised  will again be
available for issuance under the Plan.

Eligibility to Participate in Plan
- ----------------------------------

        Options  to  purchase  Common  Stock  under the Plan may be  awarded  to
directors of the Company,  the Savings Bank, and any present or future parent or
subsidiary corporations.

Purchases of Securities Pursuant to the Plan and Payment for Securities Offered
- -------------------------------------------------------------------------------

Grant of Options
- ----------------

        Non-Incentive  Stock  Options  will be  granted  to  each  of  five  (5)
directors of the Company or the Bank who are not  employees as of the  Effective
Date at an exercise  price equal to the fair market value of the Common Stock on
such date of grant. Such Stock Options shall be first exercisable as of the date
that is six-months after the Effective Date; except however,  such Stock Options
shall  be  immediately   exercisable   upon  the  death  or  Disability  of  the
Participant.  Such Options will remain exercisable for up to ten (10) years from
such date of grant  without  regard to continued  service as a director.  In the
event of such  person's  death,  such  Options may be  exercised by the personal
representative  of his estate or person or persons to whom his rights under such
Options shall have passed by will or by laws of descent and distribution.

                                        2


<PAGE>




        For a  description  of the  number  of  persons  currently  eligible  to
participate in the Plan and the number of persons actually  participating in the
Plan, see "Participation in the Plan" at Appendix A.

        Term of the Plan.  The Plan was  effective  June 11, 1996,  and the Plan
shall continue in effect for a term of ten years,  after which no further awards
may be granted.  The future  expiration of the Plan, or its  termination  by the
Board, will not affect any Option previously granted.

        Stock  Option  Agreements.  The  Options  granted  under  the  Plan  are
evidenced by stock option agreements (the "Option Agreements")  substantially in
the  form  of the  Option  Agreements  filed  as  exhibits  to the  Registration
Statement of which this  Prospectus is a part.  Each Option  Agreement,  and any
amendment  thereto,  will contain such terms and conditions  consistent with the
requirements  of  the  Plan  as  the  Committee  shall  determine.  Such  Option
Agreements  shall constitute the only form of reports which  participants  shall
receive related to the status of Options granted or which are exercisable  under
the Plan.

        The  Plan  provides  that the  Board of  Directors  of the  Company  may
authorize the  Committee to direct the execution of an instrument  providing for
the modification of any outstanding Option,  provided that no such modification,
extension or renewal shall confer on the Option  recipient (the  "Optionee") any
rights or benefit  which could not be  conferred by the grant of a new Option at
such time, and shall not materially  decrease the Optionee's  benefits under the
Option  without the Optionee's  consent,  except as provided under Section 14 of
the  Plan,  which  permits   modification  of  the  Plan.  (See  "Amendment  and
Termination of the Plan" below.)

        Option Price.  The exercise  price for the purchase of shares subject to
an Option  shall be equal to 100 percent of the fair market  value of the shares
covered by the Option on the date of grant.  The exercise  price of Options must
be paid for in full in cash or shares of Common Stock, or a combination of both.

        Notwithstanding  anything  herein to the contrary,  the Committee  shall
have the authority to cancel outstanding Options granted under the Plan with the
consent of the  Optionee  and to reissue new Options at a lower  exercise  price
equal to the then Fair Market  Value per share of Common Stock in the event that
the Fair Market Value per share of Common Stock at any time prior to the date of
exercise of outstanding Options falls below the exercise price of such Options.

        Option Period. The term of exercisability of an Option granted under the
Plan  shall be for a period of ten years  from the Date of  Grant.  In  general,
Options will not be exercisable  after the expiration of their term as set forth
in the Plan or the Option Agreement.

        Non-transferability.  No Option granted under the Plan  is  transferable
other than by will or the laws of descent and distribution.

        Conditions of Exercise. Options may be exercised only during the periods
specified in the Plan or the Option Agreement,  certain  information as to which
is provided above (see "Option Period"). Except as described above and as may be
limited by agreement, there is no limitation upon the number of Options that may
be exercised in any one year,  and Options not  exercised in any one year may be
exercised in subsequent years over the term of the Option.

                                        3


<PAGE>



        Payment  for  Options.  Under the Plan,  full  payment for each share of
Common Stock  purchased upon the exercise of any Option granted shall be made at
the time of  exercise  of each such  Option and shall be paid in cash (in United
States dollars), Common Stock, or a combination of cash and Common Stock. Common
Stock utilized in full or partial  payment of the exercise price shall be valued
at its fair market value at the date of exercise.  The Company shall accept full
or partial  payment in Common Stock only to the extent  permitted by  applicable
law. No shares of Common Stock shall be issued until full payment  therefore has
been received by the Company,  and no Optionee shall have any of the rights of a
shareholder of the Company until the shares of Common Stock are issued to him.

        Cashless  Exercise.  An Optionee who has held an Option for at least six
months  may  engage in the  "cashless  exercise"  of the  Option.  In a cashless
exercise,  an Optionee  gives the Company  written notice of the exercise of the
Option together with an order to a registered  broker-dealer or equivalent third
party,  to sell part or all of the Optioned  Stock and to deliver  enough of the
proceeds to the Company to pay the Option price and any  applicable  withholding
taxes.  If the Optionee  does not sell the Optioned  Stock  through a registered
broker-dealer  or equivalent third party, he can give the Company written notice
of the  exercise of the Option and the third  party  purchaser  of the  Optioned
Stock shall pay the Option price plus any  applicable  withholding  taxes to the
Company.

        Issuance of Common Stock.  Shares  issued to Optionees  upon exercise of
Options  shall be either newly issued  shares of the Company or treasury  shares
purchased  in the market,  at the  Company's  discretion.  In either  case,  the
Optionee  shall not pay any fees,  commissions  or other charges for such Common
Stock  other than the  exercise  price as stated in the Option  Agreement.  Cash
proceeds  from the sale of Common  Stock  issued  pursuant  to the  exercise  of
Options will be added to the general funds of the Company to be used for general
corporate  purposes.  Shares of Common Stock shall not be issued with respect to
any Option  granted  under the Plan  unless the  issuance  and  delivery of such
Common  Stock  shall  comply with all  relevant  provisions  of law,  including,
without  limitation,  the  Securities  Act of 1933,  as  amended,  the rules and
regulations promulgated thereunder, any applicable state securities law, and the
requirements  of any stock  exchange  upon  which the  Common  Stock may then be
listed.

        Inability of the Company to obtain  approval from any regulatory body or
authority  deemed by the  Company or counsel  thereto  to be  necessary  for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability in respect of the non-issuance or sale of such Common Stock. As
a condition  to the  exercise  of an Option,  the Company may require the person
exercising  the Option to make such  representations  and  warranties  as may be
necessary  to  assure  the  availability  of an  exemption  from any  additional
registration requirements of federal or state securities laws.

Recapitalization,   Merger,  Consolidation,   Change  in  Control,  and  Similar
- --------------------------------------------------------------------------------
Transactions
- ------------

        Subject  to any  required  action by the  shareholders  of the  Company,
within the sole discretion of the Committee,  the aggregate  number of shares of
Common  Stock for which  Options  may be granted  under the Plan,  the number of
shares of Common Stock covered by each outstanding Option and the exercise price
per share of Common Stock of each Option shall be  proportionately  adjusted for
any  increase  or  decrease  in the number of issued and  outstanding  shares of
Common Stock  resulting  from a subdivision  or  consolidation  of shares or the
payment  of a stock  dividend  on the  Common  Stock or any  other  increase  or
decrease in the number of such shares of Common Stock effected without a receipt
of  consideration  by the  Company  (other  than by  shares  held by  dissenting
stockholders).

                                        4


<PAGE>



        In the  event  of  any  change  in  control,  recapitalization,  merger,
consolidation,  exchange  of shares,  spin-off,  reorganization,  tender  offer,
partial or complete  liquidation,  or other extraordinary  corporate action, the
Committee, in its sole discretion,  shall have the power, prior to or subsequent
to such action or events,  to (i)  appropriately  adjust the number of shares of
Common  Stock  subject to each Option,  the  exercise  price per share of Common
Stock,  and the  consideration  to be given or received by the Company  upon the
exercise of any outstanding  Options;  (ii) cancel any or all previously granted
Options,  providing that  appropriate  consideration  is paid to the Optionee in
connection  therewith;  and/or (iii) make such other  adjustments  in connection
with  the  Plan as the  Committee,  in its  sole  discretion,  deems  necessary,
desirable, appropriate, or advisable.

        The Committee has at all times the power to accelerate the exercise date
of all Options  granted  under the Plan. In the case of any change in control of
the Company as determined by the Committee, all outstanding options shall become
immediately exercisable.  A change in control is defined to include (i) the sale
of all, or a material portion, of the assets of the Company;  (ii) the merger or
recapitalization of the Company whereby the Company is not the surviving entity;
(iii) a change of control of the Company as  otherwise  defined by the Office of
Thrift  Supervision  ("OTS")  or its  regulations;  and  (iv)  the  acquisition,
directly  or  indirectly,  of the  beneficial  ownership  (within the meaning of
Section 13(d) of the Securities  Exchange Act of 1934 and rules and  regulations
promulgated  thereunder) of 25% or more of the outstanding  voting securities of
the Company by any person,  trust,  entity or group.  This limitation  shall not
apply to a  transaction  in which the  purchase  of shares  by  underwriters  in
connection  with a public offering of Common Stock, or the purchase of shares of
up to 25% of any class of securities of the Company by a tax-qualified  employee
stock benefit plan. The determination of the Committee as to whether a change in
control has occurred shall be conclusive and binding.

Amendment and Termination of the Plan
- -------------------------------------

        The Board of Directors  may alter,  suspend,  or  discontinue  the Plan,
except that no action of the Board may  increase  the  maximum  number of shares
permitted to be optioned under the Plan. The Plan shall continue in effect for a
term of ten years from the Effective  Date,  after which no future awards may be
granted.

Restrictions on Resale
- ----------------------

        Unless  specifically  included  as a term and  condition  of any Option,
there  are no  restrictions  on the  resale of Common  Stock  acquired  upon the
exercise of Options. Such shares of Common Stock, however, may be resold only in
compliance with the registration  requirements of the Securities Act of 1933, as
amended (the "1933 Act"), and applicable state securities laws.

        Under the 1933 Act,  affiliates  of the  Company  generally  may  resell
shares of Common  Stock  purchased  pursuant to the Plan only (i) in  accordance
with the  provisions  of Rule 144  under the 1933 Act,  or (ii)  pursuant  to an
applicable current and effective registration statement under the 1933 Act.

        As defined in Rule 405 under the 1933 Act, an  affiliate  of the Company
is a person who  directly,  or  indirectly  through one or more  intermediaries,
controls,  or is controlled by, or is under common control with the Company. The
determination  of whether a person is an affiliate of the Company is primarily a
factual  one  based  upon  whether  he   possesses,   directly  or   indirectly,
individually  or in  concert  with  others,  the  power to  direct  or cause the
direction  of the  management  or policies of the Company,  whether  through the
ownership of voting stock, by executive position, by membership on the Board, by

                                        5


<PAGE>



contract or  otherwise.  Therefore,  each  Optionee  should  consult his counsel
concerning  whether  he is  an  affiliate  of  the  Company  and  the  attendant
restrictions on the resale under the 1933 Act of Common Stock acquired  pursuant
to the Plan.

        In  addition,  the  receipt of an Option to purchase  Common  Stock by a
director of the Company is a reportable transaction under Section 16 of the 1934
Act,  and Forms 3, 4, or 5 are  required  to be filed  with the  Securities  and
Exchange Commission in connection with such transaction.  The sale by a director
of Common Stock issued upon an exercise of an Option within six months after the
receipt of such Option may create liability of such persons to the Company under
the "short-swing  profit"  provisions of Section 16(b) of the 1934 Act. For this
reason,  the Plan  contains a  provision  that a total of six month must  elapse
between  the date of the grant of an  Option  and the date of the sale of Common
Stock received through the exercise of an Option.

Federal Income Tax Consequences
- -------------------------------

        Under  present  federal  tax laws,  awards  under the Plan will have the
following consequences:

        1.  The grant of an Option will not by itself result in the recognitiion
            of taxable  income to the  Optionee  nor entitle the  Company  to  a
            deduction at the time of such grant.

        2.  The  exercise  of  a  Non-Incentive  Stock  Option  will  result  in
            the recognition of  ordinary  income  by the Optionee on the date of
            exercise in an amount equal to the  difference  between the exercise
            price and the fair  market  value on the date  of  exercise  of  the
            shares  acquired pursuant to the Option.

        3.  The  Company  will  be  allowed  a  tax  deduction  for Federal  tax
            purposes equal to the amount of  ordinary  income  recognized  by an
            Optionee at the time the Optionee recognizes  such  ordinary  income
            under an Non-Incentive Stock Option .

        The  foregoing  provides  a general  summary of the  federal  income tax
consequences  applicable  to Options  under the Plan.  Each Optionee is urged to
consult his or her own tax advisor for information  regarding applicable federal
and state tax consequences.

Annual Report to Shareholders
- -----------------------------

        The Company's  financial  statements  for the period ended  December 31,
1995, as contained in the Company's Form 10-KSB are incorporated by reference in
the  Registration  Statement to which this  Prospectus is a part. In the future,
the  Company's  latest  Annual  Report  to  Stockholders,   including  financial
statements,  will be  mailed  to all  stockholders  of record as of the close of
business on such record date. Any person wishing to receive a copy of the Annual
Report to  Stockholders  may obtain a copy by writing the Company at the address
set forth below under "Additional Information."

Additional Information
- ----------------------

        Additional updating information with respect to the Common Stock and the
Option Plan covered herein may be provided in the future to  Participants  under
the Plan by means of appendices to this Prospectus.  The nature and frequency of
any reports to be made to  Participants  as to their  participation  in the Plan
will be determined by the Committee.

                                        6


<PAGE>




        The Company upon written or oral request, will provide without charge to
any person to whom this  Prospectus is  delivered:  a copy of the Option Plan, a
copy of its latest Annual Report to Stockholders  (when available) and a copy of
any and all of the documents that have been  incorporated by reference in Item 3
of Part II of the Registration Statement of which this Prospectus is a part, and
that such  documents  are  deemed  incorporated  by  reference  in this 1933 Act
Section 10(a) Prospectus.  Further,  other documents required to be delivered to
Participants as specified in Item 9 of Part II of the Registration Statement are
available upon request. Any such request can be oral or in writing and should be
addressed to the Corporate Secretary,  200 Main Street,  Beckley,  West Virginia
25801. The Registrant's telephone number is (304) 252-6201.

Legal Opinion
- -------------

        The validity of the Common Stock  offered  hereby has been passed on for
the Company by Malizia,  Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite
700 East, Washington, D.C. 20005.



                                        7


<PAGE>



                                   APPENDIX A

                        ADDITIONAL INFORMATION CONCERNING
                                       THE
                              BECKLEY BANCORP, INC.
                        1996 DIRECTORS STOCK OPTION PLAN

                           (As of September 13, 1996)

Administration
- --------------

        The Board has  appointed  Directors  Riffe,  File,  Graybeal,  Perry and
Ragland  as members  of the  Committee  responsible  for  administration  of the
Beckley  Bancorp,  Inc. 1996  Directors  Stock Option Plan (the "Option  Plan").
Grants of  Options  may be made  under the Option  Plan by the  Committee.  Non-
discretionary  awards  under  the  terms of the  Option  Plan  have been made to
members of the Board.

Number of Shares Subject to Plans
- ---------------------------------

        On June 11, 1996,  Options  covering  30,000  shares of the Common Stock
were  outstanding,  which were granted at an exercise price of $18.25 per share.
As of the date of this Appendix A, 30,000 shares of Common Stock remain issuable
under the Plan.

Participation in the Plan
- -------------------------

        As of June 30,  1996,  non-Incentive  Stock  Options to purchase  30,000
shares of Common  Stock,  in the  aggregate  were held by five (5)  non-employee
members of the Board of Beckley Bancorp, Inc.

Outstanding Awards
- ------------------

        The following tables present information with respect to the outstanding
Options and Stock Awards  under the Option Plan as of the date of this  Appendix
A.

                        1996 DIRECTORS STOCK OPTION PLAN
                        --------------------------------
<TABLE>
<CAPTION>

                           Nuumber of Shares Presently     Number of Persons    Exercise Price
       Grant Date               Subject to Options           Holding Awards        Per Share
       ----------          ---------------------------       --------------        ---------

<S>                                   <C>                          <C>               <C>   
June 11, 1996                         30,000                       5                 $18.25

Total Awards Outstanding              30,000                       5                 $18.25

</TABLE>





                                       A-1


<PAGE>



                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference
- --------------------------------------------------------

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

            The   following   documents   filed    with   the   Commission   are
incorporated  by  reference in the  Registration  Statement  and the  Prospectus
constituting Part I of such Registration Statement:

        (1) The  Company's  Registration  Statement  on  Form S-1 (No. 33-77158)
filed with the Commission on March 31, 1994 and amendments thereto;

        (2) The Company's Annual Report on Form 10-KSB filed with the Commission
for the fiscal year ended December 31, 1995, as filed with the Commission;

        (3) The Company's Quarterly Reports on Form 10-QSB for the quarter ended
March 31, 1996 and June 30, 1996, as filed with the Commission;

        (4) The  Company's Registration  Statement on Form 8-A as filed with the
Commission on April 18, 1994; and

        (6)  Information  as to the Options which will be included in the future
either in the Company's proxy statements,  annual reports, or appendices to this
Prospectus.

        All documents filed by the Company pursuant to Sections 13, 14, or 15(d)
of the 1934 Act  after  the date  hereof  and  prior to the  termination  of the
offering  of the shares of Common  Stock shall be deemed to be  incorporated  by
reference into 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.

                                      II-1


<PAGE>



Item 6.  Indemnification of Directors and Officers.
- --------------------------------------------------

        Section  145  of the  Delaware  General  Corporation  Law  authorizes  a
corporation such as the Company 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 18 of the Company's Certificate of Incorporation  provides
for such indemnification.

        Section 102(b)(7) of the Delaware General Corporation Law allows for the
limitation of liability of directors. Article 17 of the Company's Certificate of
Incorporation provides for limitation of liability for directors.

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

        The Company  has in force a  Directors  and  Officers  Liability  Policy
underwritten  by The St. Paul Companies with a $1.0 million  aggregate  limit of
liability  and an  aggregate  deductible  of  $10,000  per loss both for  claims
directly  against  officers  and  directors  and for claims where the Company is
required to indemnify directors and officers.

        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 unforceable.

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 Securities Act of 1933;

                                      II-2


<PAGE>




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

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

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement  is on Form S-3,  Form S-8 or F-3,  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 Securities  Exchange Act of 1934 that are incorporated by reference
in the 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 offering.

        (b) The undersigned  registrant  hereby undertakes 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 section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  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.

        (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  Securities  Exchange Act of
1934;  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
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 Securities  Act of 1933 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 Securities
Act of 1933 Act and will be governed by the final adjudication of such issue.

                                      II-3


<PAGE>



                                   SIGNATURES

        Pursuant to the  requirements  of the  Securities  Act of 1933,  Beckley
Bancorp,  Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing a Registration  Statement 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 Beckley in the State of
West Virginia, on the 13th day of September 1996.

                                     Beckley Bancorp, Inc.



                                     By:  /s/Duane K. Sellards
                                          Duane K. Sellards
                                          President and Chief
                                          Executive Officer
                                          (Duly Authorized Representative)


<PAGE>



                                POWER OF ATTORNEY

        We, the undersigned directors and officers of Beckley Bancorp,  Inc., do
hereby  severally  constitute  and appoint Duane K. Sellards 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 Duane K.  Sellards may
deem necessary or advisable to enable Beckley  Bancorp,  Inc. 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 Duane K.  Sellards  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 and on the date indicated.

By:   /s/Duane K. Sellards            By:   /s/Brian K. Pate
      ------------------------------        ---------------------------
      Duane K. Sellards                     Brian K. Pate
      President and Chief Executive         Vice President and Chief Financial
        Officer and Director                  Officer
      (Principal Executive                  (Principal Financial and Accounting
        Officer)                              Officer)

Date: September 13, 1996                    Date:  September 13, 1996


By:   /s/Tracy L. Riffe                By:  /s/Robert N. File
      ------------------------------        -----------------------------
      Tracy L. Riffe                        Robert N. File
      Director                              Director

Date: September 13, 1996                    Date:  September 13, 1996



By:   /s/Ned H. Ragland, Jr.            By:  /s/T. Arnold Graybeal
      ------------------------------         ----------------------------
      Ned H. Ragland, Jr.                    T. Arnold Graybeal
      Director                                      Director

Date: September 13, 1996                     Date:  September 13, 1996


By:   /s/James H. Perry Jr.
      ------------------------------
      James H. Perry Jr.
      Director

Date: September 13, 1996                  


<PAGE>





                                INDEX TO EXHIBITS

Exhibit                                  Description                      Page

  4.1      Beckley Bancorp, Inc.                                            __
           1996 Directors Stock Option Plan

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

  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 Independent Accountants                               __

  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": 49551}]
{"company-data": {"conformed-name": "BECKLEY BANCORP INC", "cik": "0000921152", "assigned-sic": "6035", "irs-number": "550733525", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11907", "film-number": "96629515"}, "business-address": {"street1": "200 MAIN ST", "city": "BECKLEY", "state": "WV", "zip": "25801", "phone": "3042526201"}, "mail-address": {"street1": "200 MAIN ST", "city": "BECKLEY", "state": "WV", "zip": "25801"}}
As filed with the Securities and Exchange Commission on September 13, 1996.
                                          Registration No. 333-_______________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                              Beckley Bancorp, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                              55-0733525
- -------------------------------                            -------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                                 200 Main Street
                          Beckley, West Virginia 25801
                                 (304) 252-6201
                    (Address of principal executive offices)

                              Beckley Bancorp, Inc.
                        1996 Directors Stock Option Plan

                            -------------------------
                            (Full Title of the Plans)

                               Richard Fisch, 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

===============================================================================
                                                     Proposed
Title of                             Proposed        Maximum        Amount of
Securities to      Amount to     Maximum Offering   Aggregate     Registration
be Registered    be Registered   Price Per Unit     Offering(2)        Fee
- -------------    -------------   --------------     -----------     ---------

Common Stock                 
$.10 par value     30,000(1)        $18.25(2)        $547,500        $188.80
===============================================================================

(FOOTNOTES ON NEXT PAGE)
- -----------------------

(1)     The maximum  number of shares of common stock  issuable upon exercise of
        options  granted or to be granted under the Beckley  Bancorp,  Inc. 1996
        Directors Stock Option Plan consists of 30,000 shares of Common Stock of
        the  Registrant  which  are being  registered  under  this  Registration
        Statement and for which a registration fee is being paid.

(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.  A total of 30,000 shares are being registered hereby,
        of which 30,000  shares are under option at an exercise  price of $18.25
        per share ($547,500 in the aggregate).

        Under Rule 462 of the 1933 Act, the  Registration  Statement on Form S-8
        shall be effective upon filing with the Commission.
** THIS DOCUMENT  CONSTITUTES THE PROSPECTUS  COVERING SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933.**

PROSPECTUS
- ----------

                                        30,000 Shares
                                        -------------

                                     BECKLEY BANCORP, INC.
                                         COMMON STOCK
                                  (Par Value $.10 Per Share)

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

                                     BECKLEY BANCORP, INC.
                               1996 DIRECTORS STOCK OPTION PLAN
                                (30,000 Shares of Common Stock)

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

        This Prospectus relates to 30,000 shares of common stock, par value $.10
per share (the "Common  Stock"),  of Beckley Bancorp,  Inc. (the  "Company"),  a
Delaware  corporation  which is the parent  savings and loan holding  company of
Beckley Federal Savings Bank (the "Savings Bank"), which may be issued from time
to time by the Company to  directors  of the Company and any  subsidiary  of the
Company pursuant to the Beckley  Bancorp,  Inc. 1996 Directors Stock Option Plan
(the  "Option  Plan").  Each offer made under the Option  Plan  pursuant to this
Prospectus is made at the price and on the terms and conditions contained in the
agreements   entered  into   between  the  Company  and  each  award   recipient
("Recipient").

        This  Prospectus  is for use as of the  date  hereof  and in  subsequent
years.  Information which is likely to change from year to year will be included
in appendices to this Prospectus.

        The issued and outstanding  Common Stock of the Company is traded in the
over-the-counter  market.  Shares of  Common  Stock  which  may be  issued  upon
exercise of options granted or to be granted under the Plan, will also be traded
in over-the-counter market.

- --------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------

                The date of this Prospectus is September 13, 1996
No person has been  authorized  to give any  information  or to make any
representation  not contained in this  Prospectus,  and, if given or made,  such
information or representation  must not be relied upon as having been authorized
by the  Company.  This  Prospectus  does  not  constitute  an offer to sell or a
solicitation  of an offer to buy any  securities  other  than the  Common  Stock
offered by this  Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any  jurisdiction  to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this  Prospectus nor any sale made  hereunder  shall,  under any  circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company  or that the  information  contained  herein is  correct  as of any time
subsequent to the date hereof.
TABLE OF CONTENTS

                              Beckley Bancorp, Inc.
                        1996 Directors Stock Option Plan

                                                                    Page

General Plan Information...................................         1

Administration.............................................         1

Purpose....................................................         2

Securities to be Offered...................................         2

Eligibility to Participate in Plan.........................         2

Purchases of Securities Pursuant to the Plan
 and Payment for Securities Offered........................         2

  Grant of Options.........................................         2
  Term of the Plan.........................................         3
  Stock Option Agreements..................................         3
  Option Price.............................................         3
  Option Period............................................         3
  Non-transferability......................................         3
  Conditions of Exercise...................................         4
  Payment for Options......................................         4
  Cashless Exercise........................................         4
  Issuance of Common Stock.................................         4

Recapitalization, Merger, Consolidation, Change in
 Control and Similar Transactions..........................         5

Amendment and Termination of the Plan......................         5

Restrictions on Resale.....................................         6

Federal Income Tax Consequences............................         6

Annual Report to Shareholders..............................         7

Additional Information.....................................         7

Legal Opinion..............................................         7

Appendix A.................................................       A-1
  Administration...........................................       A-1
  Number of Shares Subject to Plan.........................       A-1
  Participation in the Plan................................       A-1
  Outstanding Awards.......................................       A-1
Beckley Bancorp, Inc.
                        1996 Directors Stock Option Plan

General Plan Information
- ------------------------

        This  Prospectus  relates to 30,000 shares of the common stock  ("Common
Stock"),  par value $.10 per share, of Beckley  Bancorp,  Inc. (the  "Company"),
which may be issued  from time to time by the  Company  in  accordance  with the
Beckley Bancorp, Inc. 1996 Directors Stock Option Plan (the "Option Plan").

        The Company was formed  under the laws of the State of Delaware  for the
purpose of  becoming a savings  and loan  holding  company and became the parent
corporation  of Beckley  Federal  Savings Bank (the  "Savings  Bank") on July 7,
1994,  at which time the Company  acquired all of the shares of capital stock of
the Savings Bank. The Board of Directors of the Company  adopted the Option Plan
at its meeting on June 11, 1996 (the "Effective Date").

        Pursuant to the Plan,  30,000  shares of Common Stock were  reserved for
issuance by the Company upon  exercise of Stock Options  ("Options")  awarded to
directors of the Company and the Bank.  Options  granted under the Plan will not
be  Incentive  Stock  Options  within the  meaning  of  Section  422 of the Code
("Non-Incentive  Stock Option").  Upon exercise of a Non-Incentive Stock Option,
the  Optionee  generally  recognizes  ordinary  income  to the  extent  that the
exercise  price is less than the fair  market  value of the Common  Stock on the
date of  exercise.  The Company is entitled  to a federal  income tax  deduction
equal to the amount of ordinary income recognized by the Optionee at the time of
such income recognition. See "Federal Income Tax Consequences."

        The Plan will not be qualified  under Section  401(a) of the Code and it
is exempt from the provisions of the Employee  Retirement Income Security Act of
1974, as amended.

        The  statements  herein  concerning the terms and provisions of the Plan
are  summaries  and do not  purport  to be  complete.  All such  statements  are
qualified in their  entirety by reference to the full text of the Plan  document
as filed as Exhibit 4.1 to the  Registration  Statement of which this Prospectus
is a part.

        Additional  updating  and other  information  with respect to the Option
Plan and the  Common  Stock  offered  hereby  may be  provided  in the future to
Recipients by means of one or more supplements or appendices to this Prospectus.
Additional  information  about the Option Plan  (including  a copy of the Option
Plan),  plan  administration,  and the Company may be obtained at the  Company's
principal offices, which are located at 200 Main Street,  Beckley, West Virginia
25801. The Company's telephone number is (304) 252-6201.

Administration
- --------------

        The  Plan is  administered  by a  Committee  of the  Company's  Board of
Directors (the  "Committee").  The Plan provides that the Committee will consist
of at least three  non-employee  directors  of the  Company.  The members of the
Committee are  appointed by the Board and serve at the pleasure of the Board.  A
majority of the entire Committee shall constitute a quorum,  and the action of a
majority

                                        1
of the  members  present at any  meeting  at which a quorum is present  shall be
deemed the action of the Committee.

        Subject to the express provisions of the Plan and resolutions adopted by
the Board,  the  Committee  has  authority to interpret  the Plan, to prescribe,
amend,  and  rescind  the rules and  regulations  relating  to the Plan,  and to
determine  the form and  content  of  Options  to be issued  under the Plan.  In
addition,  the Committee is authorized to make all other  determinations  deemed
necessary or advisable for the administration of the Plan and shall have and may
exercise  such other power and such  authority  as may be delegated to it by the
Board from time to time. All decisions,  determinations,  and interpretations of
the Committee shall be final and conclusive to all persons affected thereby.

        Additional  information about the Plan and the Committee may be obtained
from the  Company at the address of the Company as listed  under  "General  Plan
Information."  For  a  list  of  the  current  members  of  the  Committee,  see
"Administration" at Appendix A.

Purpose
- -------

        The  purpose of the Plan is to promote the  interests  of the Company by
attracting  and  retaining  the  best  available   personnel  for  positions  of
substantial responsibility to serve as directors of the Company and the Bank and
to provide additional  incentive to such directors of the Company to promote the
success and profitability of the Company's business.

Securities to be Offered
- ------------------------

        The  aggregate  number of shares  of  Common  Stock  which may be issued
pursuant to Options  granted or to be granted  under the Plan is 30,000  shares,
subject to certain  adjustments  for  changes in the  capital  structure  of the
Company,  as described  below.  See  "Recapitalization,  Merger,  Consolidation,
Change in Control and  Similar  Transactions."  Any shares  subject to an Option
award under the Plan which expire or are  terminated  unexercised  will again be
available for issuance under the Plan.

Eligibility to Participate in Plan
- ----------------------------------

        Options  to  purchase  Common  Stock  under the Plan may be  awarded  to
directors of the Company,  the Savings Bank, and any present or future parent or
subsidiary corporations.

Purchases of Securities Pursuant to the Plan and Payment for Securities Offered
- -------------------------------------------------------------------------------

Grant of Options
- ----------------

        Non-Incentive  Stock  Options  will be  granted  to  each  of  five  (5)
directors of the Company or the Bank who are not  employees as of the  Effective
Date at an exercise  price equal to the fair market value of the Common Stock on
such date of grant. Such Stock Options shall be first exercisable as of the date
that is six-months after the Effective Date; except however,  such Stock Options
shall  be  immediately   exercisable   upon  the  death  or  Disability  of  the
Participant.  Such Options will remain exercisable for up to ten (10) years from
such date of grant  without  regard to continued  service as a director.  In the
event of such  person's  death,  such  Options may be  exercised by the personal
representative  of his estate or person or persons to whom his rights under such
Options shall have passed by will or by laws of descent and distribution.

                                        2
For a  description  of the  number  of  persons  currently  eligible  to
participate in the Plan and the number of persons actually  participating in the
Plan, see "Participation in the Plan" at Appendix A.

        Term of the Plan.  The Plan was  effective  June 11, 1996,  and the Plan
shall continue in effect for a term of ten years,  after which no further awards
may be granted.  The future  expiration of the Plan, or its  termination  by the
Board, will not affect any Option previously granted.

        Stock  Option  Agreements.  The  Options  granted  under  the  Plan  are
evidenced by stock option agreements (the "Option Agreements")  substantially in
the  form  of the  Option  Agreements  filed  as  exhibits  to the  Registration
Statement of which this  Prospectus is a part.  Each Option  Agreement,  and any
amendment  thereto,  will contain such terms and conditions  consistent with the
requirements  of  the  Plan  as  the  Committee  shall  determine.  Such  Option
Agreements  shall constitute the only form of reports which  participants  shall
receive related to the status of Options granted or which are exercisable  under
the Plan.

        The  Plan  provides  that the  Board of  Directors  of the  Company  may
authorize the  Committee to direct the execution of an instrument  providing for
the modification of any outstanding Option,  provided that no such modification,
extension or renewal shall confer on the Option  recipient (the  "Optionee") any
rights or benefit  which could not be  conferred by the grant of a new Option at
such time, and shall not materially  decrease the Optionee's  benefits under the
Option  without the Optionee's  consent,  except as provided under Section 14 of
the  Plan,  which  permits   modification  of  the  Plan.  (See  "Amendment  and
Termination of the Plan" below.)

        Option Price.  The exercise  price for the purchase of shares subject to
an Option  shall be equal to 100 percent of the fair market  value of the shares
covered by the Option on the date of grant.  The exercise  price of Options must
be paid for in full in cash or shares of Common Stock, or a combination of both.

        Notwithstanding  anything  herein to the contrary,  the Committee  shall
have the authority to cancel outstanding Options granted under the Plan with the
consent of the  Optionee  and to reissue new Options at a lower  exercise  price
equal to the then Fair Market  Value per share of Common Stock in the event that
the Fair Market Value per share of Common Stock at any time prior to the date of
exercise of outstanding Options falls below the exercise price of such Options.

        Option Period. The term of exercisability of an Option granted under the
Plan  shall be for a period of ten years  from the Date of  Grant.  In  general,
Options will not be exercisable  after the expiration of their term as set forth
in the Plan or the Option Agreement.

        Non-transferability.  No Option granted under the Plan  is  transferable
other than by will or the laws of descent and distribution.

        Conditions of Exercise. Options may be exercised only during the periods
specified in the Plan or the Option Agreement,  certain  information as to which
is provided above (see "Option Period"). Except as described above and as may be
limited by agreement, there is no limitation upon the number of Options that may
be exercised in any one year,  and Options not  exercised in any one year may be
exercised in subsequent years over the term of the Option.

                                        3
Payment  for  Options.  Under the Plan,  full  payment for each share of
Common Stock  purchased upon the exercise of any Option granted shall be made at
the time of  exercise  of each such  Option and shall be paid in cash (in United
States dollars), Common Stock, or a combination of cash and Common Stock. Common
Stock utilized in full or partial  payment of the exercise price shall be valued
at its fair market value at the date of exercise.  The Company shall accept full
or partial  payment in Common Stock only to the extent  permitted by  applicable
law. No shares of Common Stock shall be issued until full payment  therefore has
been received by the Company,  and no Optionee shall have any of the rights of a
shareholder of the Company until the shares of Common Stock are issued to him.

        Cashless  Exercise.  An Optionee who has held an Option for at least six
months  may  engage in the  "cashless  exercise"  of the  Option.  In a cashless
exercise,  an Optionee  gives the Company  written notice of the exercise of the
Option together with an order to a registered  broker-dealer or equivalent third
party,  to sell part or all of the Optioned  Stock and to deliver  enough of the
proceeds to the Company to pay the Option price and any  applicable  withholding
taxes.  If the Optionee  does not sell the Optioned  Stock  through a registered
broker-dealer  or equivalent third party, he can give the Company written notice
of the  exercise of the Option and the third  party  purchaser  of the  Optioned
Stock shall pay the Option price plus any  applicable  withholding  taxes to the
Company.

        Issuance of Common Stock.  Shares  issued to Optionees  upon exercise of
Options  shall be either newly issued  shares of the Company or treasury  shares
purchased  in the market,  at the  Company's  discretion.  In either  case,  the
Optionee  shall not pay any fees,  commissions  or other charges for such Common
Stock  other than the  exercise  price as stated in the Option  Agreement.  Cash
proceeds  from the sale of Common  Stock  issued  pursuant  to the  exercise  of
Options will be added to the general funds of the Company to be used for general
corporate  purposes.  Shares of Common Stock shall not be issued with respect to
any Option  granted  under the Plan  unless the  issuance  and  delivery of such
Common  Stock  shall  comply with all  relevant  provisions  of law,  including,
without  limitation,  the  Securities  Act of 1933,  as  amended,  the rules and
regulations promulgated thereunder, any applicable state securities law, and the
requirements  of any stock  exchange  upon  which the  Common  Stock may then be
listed.

        Inability of the Company to obtain  approval from any regulatory body or
authority  deemed by the  Company or counsel  thereto  to be  necessary  for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability in respect of the non-issuance or sale of such Common Stock. As
a condition  to the  exercise  of an Option,  the Company may require the person
exercising  the Option to make such  representations  and  warranties  as may be
necessary  to  assure  the  availability  of an  exemption  from any  additional
registration requirements of federal or state securities laws.

Recapitalization,   Merger,  Consolidation,   Change  in  Control,  and  Similar
- --------------------------------------------------------------------------------
Transactions
- ------------

        Subject  to any  required  action by the  shareholders  of the  Company,
within the sole discretion of the Committee,  the aggregate  number of shares of
Common  Stock for which  Options  may be granted  under the Plan,  the number of
shares of Common Stock covered by each outstanding Option and the exercise price
per share of Common Stock of each Option shall be  proportionately  adjusted for
any  increase  or  decrease  in the number of issued and  outstanding  shares of
Common Stock  resulting  from a subdivision  or  consolidation  of shares or the
payment  of a stock  dividend  on the  Common  Stock or any  other  increase  or
decrease in the number of such shares of Common Stock effected without a receipt
of  consideration  by the  Company  (other  than by  shares  held by  dissenting
stockholders).

                                        4
In the  event  of  any  change  in  control,  recapitalization,  merger,
consolidation,  exchange  of shares,  spin-off,  reorganization,  tender  offer,
partial or complete  liquidation,  or other extraordinary  corporate action, the
Committee, in its sole discretion,  shall have the power, prior to or subsequent
to such action or events,  to (i)  appropriately  adjust the number of shares of
Common  Stock  subject to each Option,  the  exercise  price per share of Common
Stock,  and the  consideration  to be given or received by the Company  upon the
exercise of any outstanding  Options;  (ii) cancel any or all previously granted
Options,  providing that  appropriate  consideration  is paid to the Optionee in
connection  therewith;  and/or (iii) make such other  adjustments  in connection
with  the  Plan as the  Committee,  in its  sole  discretion,  deems  necessary,
desirable, appropriate, or advisable.

        The Committee has at all times the power to accelerate the exercise date
of all Options  granted  under the Plan. In the case of any change in control of
the Company as determined by the Committee, all outstanding options shall become
immediately exercisable.  A change in control is defined to include (i) the sale
of all, or a material portion, of the assets of the Company;  (ii) the merger or
recapitalization of the Company whereby the Company is not the surviving entity;
(iii) a change of control of the Company as  otherwise  defined by the Office of
Thrift  Supervision  ("OTS")  or its  regulations;  and  (iv)  the  acquisition,
directly  or  indirectly,  of the  beneficial  ownership  (within the meaning of
Section 13(d) of the Securities  Exchange Act of 1934 and rules and  regulations
promulgated  thereunder) of 25% or more of the outstanding  voting securities of
the Company by any person,  trust,  entity or group.  This limitation  shall not
apply to a  transaction  in which the  purchase  of shares  by  underwriters  in
connection  with a public offering of Common Stock, or the purchase of shares of
up to 25% of any class of securities of the Company by a tax-qualified  employee
stock benefit plan. The determination of the Committee as to whether a change in
control has occurred shall be conclusive and binding.

Amendment and Termination of the Plan
- -------------------------------------

        The Board of Directors  may alter,  suspend,  or  discontinue  the Plan,
except that no action of the Board may  increase  the  maximum  number of shares
permitted to be optioned under the Plan. The Plan shall continue in effect for a
term of ten years from the Effective  Date,  after which no future awards may be
granted.

Restrictions on Resale
- ----------------------

        Unless  specifically  included  as a term and  condition  of any Option,
there  are no  restrictions  on the  resale of Common  Stock  acquired  upon the
exercise of Options. Such shares of Common Stock, however, may be resold only in
compliance with the registration  requirements of the Securities Act of 1933, as
amended (the "1933 Act"), and applicable state securities laws.

        Under the 1933 Act,  affiliates  of the  Company  generally  may  resell
shares of Common  Stock  purchased  pursuant to the Plan only (i) in  accordance
with the  provisions  of Rule 144  under the 1933 Act,  or (ii)  pursuant  to an
applicable current and effective registration statement under the 1933 Act.

        As defined in Rule 405 under the 1933 Act, an  affiliate  of the Company
is a person who  directly,  or  indirectly  through one or more  intermediaries,
controls,  or is controlled by, or is under common control with the Company. The
determination  of whether a person is an affiliate of the Company is primarily a
factual  one  based  upon  whether  he   possesses,   directly  or   indirectly,
individually  or in  concert  with  others,  the  power to  direct  or cause the
direction  of the  management  or policies of the Company,  whether  through the
ownership of voting stock, by executive position, by membership on the Board, by

                                        5
contract or  otherwise.  Therefore,  each  Optionee  should  consult his counsel
concerning  whether  he is  an  affiliate  of  the  Company  and  the  attendant
restrictions on the resale under the 1933 Act of Common Stock acquired  pursuant
to the Plan.

        In  addition,  the  receipt of an Option to purchase  Common  Stock by a
director of the Company is a reportable transaction under Section 16 of the 1934
Act,  and Forms 3, 4, or 5 are  required  to be filed  with the  Securities  and
Exchange Commission in connection with such transaction.  The sale by a director
of Common Stock issued upon an exercise of an Option within six months after the
receipt of such Option may create liability of such persons to the Company under
the "short-swing  profit"  provisions of Section 16(b) of the 1934 Act. For this
reason,  the Plan  contains a  provision  that a total of six month must  elapse
between  the date of the grant of an  Option  and the date of the sale of Common
Stock received through the exercise of an Option.

Federal Income Tax Consequences
- -------------------------------

        Under  present  federal  tax laws,  awards  under the Plan will have the
following consequences:

        1.  The grant of an Option will not by itself result in the recognitiion
            of taxable  income to the  Optionee  nor entitle the  Company  to  a
            deduction at the time of such grant.

        2.  The  exercise  of  a  Non-Incentive  Stock  Option  will  result  in
            the recognition of  ordinary  income  by the Optionee on the date of
            exercise in an amount equal to the  difference  between the exercise
            price and the fair  market  value on the date  of  exercise  of  the
            shares  acquired pursuant to the Option.

        3.  The  Company  will  be  allowed  a  tax  deduction  for Federal  tax
            purposes equal to the amount of  ordinary  income  recognized  by an
            Optionee at the time the Optionee recognizes  such  ordinary  income
            under an Non-Incentive Stock Option .

        The  foregoing  provides  a general  summary of the  federal  income tax
consequences  applicable  to Options  under the Plan.  Each Optionee is urged to
consult his or her own tax advisor for information  regarding applicable federal
and state tax consequences.

Annual Report to Shareholders
- -----------------------------

        The Company's  financial  statements  for the period ended  December 31,
1995, as contained in the Company's Form 10-KSB are incorporated by reference in
the  Registration  Statement to which this  Prospectus is a part. In the future,
the  Company's  latest  Annual  Report  to  Stockholders,   including  financial
statements,  will be  mailed  to all  stockholders  of record as of the close of
business on such record date. Any person wishing to receive a copy of the Annual
Report to  Stockholders  may obtain a copy by writing the Company at the address
set forth below under "Additional Information."

Additional Information
- ----------------------

        Additional updating information with respect to the Common Stock and the
Option Plan covered herein may be provided in the future to  Participants  under
the Plan by means of appendices to this Prospectus.  The nature and frequency of
any reports to be made to  Participants  as to their  participation  in the Plan
will be determined by the Committee.

                                        6
The Company upon written or oral request, will provide without charge to
any person to whom this  Prospectus is  delivered:  a copy of the Option Plan, a
copy of its latest Annual Report to Stockholders  (when available) and a copy of
any and all of the documents that have been  incorporated by reference in Item 3
of Part II of the Registration Statement of which this Prospectus is a part, and
that such  documents  are  deemed  incorporated  by  reference  in this 1933 Act
Section 10(a) Prospectus.  Further,  other documents required to be delivered to
Participants as specified in Item 9 of Part II of the Registration Statement are
available upon request. Any such request can be oral or in writing and should be
addressed to the Corporate Secretary,  200 Main Street,  Beckley,  West Virginia
25801. The Registrant's telephone number is (304) 252-6201.

Legal Opinion
- -------------

        The validity of the Common Stock  offered  hereby has been passed on for
the Company by Malizia,  Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite
700 East, Washington, D.C. 20005.

                                        7
APPENDIX A

                        ADDITIONAL INFORMATION CONCERNING
                                       THE
                              BECKLEY BANCORP, INC.
                        1996 DIRECTORS STOCK OPTION PLAN

                           (As of September 13, 1996)

Administration
- --------------

        The Board has  appointed  Directors  Riffe,  File,  Graybeal,  Perry and
Ragland  as members  of the  Committee  responsible  for  administration  of the
Beckley  Bancorp,  Inc. 1996  Directors  Stock Option Plan (the "Option  Plan").
Grants of  Options  may be made  under the Option  Plan by the  Committee.  Non-
discretionary  awards  under  the  terms of the  Option  Plan  have been made to
members of the Board.

Number of Shares Subject to Plans
- ---------------------------------

        On June 11, 1996,  Options  covering  30,000  shares of the Common Stock
were  outstanding,  which were granted at an exercise price of $18.25 per share.
As of the date of this Appendix A, 30,000 shares of Common Stock remain issuable
under the Plan.

Participation in the Plan
- -------------------------

        As of June 30,  1996,  non-Incentive  Stock  Options to purchase  30,000
shares of Common  Stock,  in the  aggregate  were held by five (5)  non-employee
members of the Board of Beckley Bancorp, Inc.

Outstanding Awards
- ------------------

        The following tables present information with respect to the outstanding
Options and Stock Awards  under the Option Plan as of the date of this  Appendix
A.

                        1996 DIRECTORS STOCK OPTION PLAN
                        --------------------------------
Nuumber of Shares Presently     Number of Persons    Exercise Price
       Grant Date               Subject to Options           Holding Awards        Per Share
       ----------          ---------------------------       --------------        ---------
June 11, 1996                         30,000                       5                 $18.25

Total Awards Outstanding              30,000                       5                 $18.25
A-1
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference
- --------------------------------------------------------

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

            The   following   documents   filed    with   the   Commission   are
incorporated  by  reference in the  Registration  Statement  and the  Prospectus
constituting Part I of such Registration Statement:

        (1) The  Company's  Registration  Statement  on  Form S-1 (No. 33-77158)
filed with the Commission on March 31, 1994 and amendments thereto;

        (2) The Company's Annual Report on Form 10-KSB filed with the Commission
for the fiscal year ended December 31, 1995, as filed with the Commission;

        (3) The Company's Quarterly Reports on Form 10-QSB for the quarter ended
March 31, 1996 and June 30, 1996, as filed with the Commission;

        (4) The  Company's Registration  Statement on Form 8-A as filed with the
Commission on April 18, 1994; and

        (6)  Information  as to the Options which will be included in the future
either in the Company's proxy statements,  annual reports, or appendices to this
Prospectus.

        All documents filed by the Company pursuant to Sections 13, 14, or 15(d)
of the 1934 Act  after  the date  hereof  and  prior to the  termination  of the
offering  of the shares of Common  Stock shall be deemed to be  incorporated  by
reference into 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.

                                      II-1
Item 6.  Indemnification of Directors and Officers.
- --------------------------------------------------

        Section  145  of the  Delaware  General  Corporation  Law  authorizes  a
corporation such as the Company 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 18 of the Company's Certificate of Incorporation  provides
for such indemnification.

        Section 102(b)(7) of the Delaware General Corporation Law allows for the
limitation of liability of directors. Article 17 of the Company's Certificate of
Incorporation provides for limitation of liability for directors.

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

        The Company  has in force a  Directors  and  Officers  Liability  Policy
underwritten  by The St. Paul Companies with a $1.0 million  aggregate  limit of
liability  and an  aggregate  deductible  of  $10,000  per loss both for  claims
directly  against  officers  and  directors  and for claims where the Company is
required to indemnify directors and officers.

        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 unforceable.

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 Securities Act of 1933;

                                      II-2
(ii) To reflect  in the  prospectus  any facts or events  arising
               after the effective  date of the  registration  statement (or the
               most recent post-effective amendment thereof) which, individually
               or in  the  aggregate,  represent  a  fundamental  change  in the
               information set forth in the registration statement;

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

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement  is on Form S-3,  Form S-8 or F-3,  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 Securities  Exchange Act of 1934 that are incorporated by reference
in the 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 offering.

        (b) The undersigned  registrant  hereby undertakes 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 section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  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.

        (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  Securities  Exchange Act of
1934;  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
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 Securities  Act of 1933 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 Securities
Act of 1933 Act and will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

        Pursuant to the  requirements  of the  Securities  Act of 1933,  Beckley
Bancorp,  Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing a Registration  Statement 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 Beckley in the State of
West Virginia, on the 13th day of September 1996.

                                     Beckley Bancorp, Inc.

                                     By:  /s/Duane K. Sellards
                                          Duane K. Sellards
                                          President and Chief
                                          Executive Officer
                                          (Duly Authorized Representative)
POWER OF ATTORNEY

        We, the undersigned directors and officers of Beckley Bancorp,  Inc., do
hereby  severally  constitute  and appoint Duane K. Sellards 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 Duane K.  Sellards may
deem necessary or advisable to enable Beckley  Bancorp,  Inc. 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 Duane K.  Sellards  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 and on the date indicated.

By:   /s/Duane K. Sellards            By:   /s/Brian K. Pate
      ------------------------------        ---------------------------
      Duane K. Sellards                     Brian K. Pate
      President and Chief Executive         Vice President and Chief Financial
        Officer and Director                  Officer
      (Principal Executive                  (Principal Financial and Accounting
        Officer)                              Officer)

Date: September 13, 1996                    Date:  September 13, 1996

By:   /s/Tracy L. Riffe                By:  /s/Robert N. File
      ------------------------------        -----------------------------
      Tracy L. Riffe                        Robert N. File
      Director                              Director

Date: September 13, 1996                    Date:  September 13, 1996

By:   /s/Ned H. Ragland, Jr.            By:  /s/T. Arnold Graybeal
      ------------------------------         ----------------------------
      Ned H. Ragland, Jr.                    T. Arnold Graybeal
      Director                                      Director

Date: September 13, 1996                     Date:  September 13, 1996

By:   /s/James H. Perry Jr.
      ------------------------------
      James H. Perry Jr.
      Director

Date: September 13, 1996
INDEX TO EXHIBITS

Exhibit                                  Description                      Page

  4.1      Beckley Bancorp, Inc.                                            __
           1996 Directors Stock Option Plan

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

  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 Independent Accountants                               __

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