As filed with the Securities and Exchange Commission on April 21, 2000.

                                                    Registration No. 333-_______

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

                             Steelton Bancorp, Inc.
                     --------------------------------------
             (Exact name of Registrant as specified in its charter)

         Pennsylvania                                    25-1830745
--------------------------------------               -------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                       Identification No.)

                              51 South Front Street
                          Steelton, Pennsylvania 17113
                      ------------------------------------
                    (Address of principal executive offices)

                  Steelton Bancorp, Inc. 2000 Stock Option Plan
                  Mechanics Savings Bank Restricted Stock Plan
                  --------------------------------------------
                            (Full Title of the Plans)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
                     ---------------------------------------
            (Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
======================== =================== ====================== ======================= ===============
Title of                                       Proposed Maximum        Proposed Maximum       Amount of
Securities to               Amount to be           Offering           Aggregate Offering    Registration
be Registered              Registered (1)       Price Per Share              Price (2)           Fee (2)
-------------              --------------       ---------------      ---------------------- ---------------
<S>                      <C>                        <C>                  <C>                 <C>
Common Stock
$0.10 par value
per share                  53,900 shares              (2)                  $503,965            $133.05
======================== =================== ====================== ======================= ===============
</TABLE>
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted  under the  Steelton  Bancorp,  Inc.  2000  Stock  Option  Plan
         consists  of  38,500  shares,  and  under the  Mechanics  Savings  Bank
         Restricted  Stock Plan (the "RSP")  consists of 15,400 shares which are
         being  registered  under this  Registration  Statement  and for which a
         registration fee is being paid.  Additionally,  an indeterminate number
         of  additional  shares  which may be  offered  and  issued  to  prevent
         dilution   resulting   from   stock   splits,   dividends   or  similar
         transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 53,900  shares are being  registered
         hereby,  of which 38,500 shares are under option at a weighted  average
         exercise  price of $9.19 per share  ($353,815  in the  aggregate).  The
         remainder of such shares  (15,400  shares)  awarded  under the RSP, are
         being  registered  based upon the  average of the bid and ask prices of
         the Common  Stock of the  Registrant  as reported  on the OTC  Bulletin
         Board  on  April  18,  2000,  of  $9.75  per  share  ($150,150  in  the
         aggregate), for a total offering of $503,965.

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

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

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration  of 53,900
shares of Steelton Bancorp,  Inc. (the "Company" or "Registrant")  common stock,
$.10 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiary as  compensation  for services
in accordance with the Steelton Bancorp, Inc. 2000 Stock Option Plan under which
38,500 shares are issuable, and the Mechanics Savings Bank Restricted Stock Plan
under which  15,400  shares are  issuable  (together,  the  "Plans").  Documents
containing the  information  required by Part I of this  Registration  Statement
will be  sent  or  given  to  participants  in the  Plan  as  specified  by Rule
428(b)(1).  Such  documents  are not  filed  with the  Securities  and  Exchange
Commission (the "Commission")  either as part of this Registration  Statement or
as prospectuses or prospectus  supplements  pursuant to Rule 424, in reliance on
Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act")  on  June  25,  1999  and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

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

         (a) The Company's Annual Report on Form 10-KSB or the fiscal year ended
December 31, 1999;

         (b) Current Report on Form 8-K (Date of Event:  February 17, 2000),  as
filed with the Commission on February 25, 2000; and

         (c) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
June 25, 1999.

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

Item 4.  Description of Securities.
------

         Not Applicable

                                       2
<PAGE>

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

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

         Sections 1741 through 1747 of the Pennsylvania Business Corporation Law
provide that an officer,  director,  employee or agent may be indemnified by the
Company  from and against  expenses,  judgments,  fines,  settlements  and other
amounts actually and reasonably incurred in connection with threatened,  pending
or  contemplated  proceedings  (other  than an  action by or in the right of the
Company)  if such  person  acted in good faith and in a manner  that such person
reasonably  believes  to be in, or not  opposed  to, the best  interests  of the
Company.

         Provisions regarding indemnification of directors,  officers, employees
or agents of the Company are contained in Article 10 of the  Company's  Articles
of Incorporation.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act of 1933, as amended.

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

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

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

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

Item 8.  Exhibits.
------

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

                                       3
<PAGE>

Item 9.  Undertakings.
------

         (a) The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or

                                       4
<PAGE>

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



<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Steelton in the Commonwealth of Pennsylvania,  as of
April 19, 2000.

                                       Steelton Bancorp, Inc.


                                       By: /s/Harold E. Stremmel
                                           -------------------------------------
                                           Harold E. Stremmel
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)


                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of Steelton Bancorp,  Inc.,
do hereby  severally  constitute  and appoint Harold E. Stremmel as our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the  capacities  indicated  below which said Harold E. Stremmel may
deem necessary or advisable to enable Steelton 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 Harold E. Stremmel  shall do or cause to
be done by virtue hereof.

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



/s/Marino Falcone                         /s/Harold E. Stremmel
---------------------------------------   --------------------------------------
Marino Falcone                            Harold E. Stremmel
Director                                  President, CEO, and Director

April 19, 2000                            April 19, 2000
---------------------------------------   --------------------------------------
Date                                      Date


/s/James F.  Stone                        /s/Joseph A. Wiedeman
---------------------------------------   --------------------------------------
James F. Stone                            Joseph A. Wiedeman
Director                                  Director and Treasurer

April 19, 2000                            April 19, 2000
---------------------------------------   --------------------------------------
Date                                      Date





<PAGE>

<TABLE>
<CAPTION>

<S>                                      <C>
/s/Victor J.  Segina                      /s/Richard E. Farina
---------------------------------------   --------------------------------------
Victor J. Segina                          Richard E. Farina
Director and Secretary                    Director

April 19, 2000                            April 19, 2000
---------------------------------------   --------------------------------------
Date                                      Date


/s/James S.  Nelson                       /s/Shannon Aylesworth
---------------------------------------   --------------------------------------
James S. Nelson                           Shannon Aylesworth
Senior Vice President and Director        Vice President and Chief Financial Officer
                                          (Principal Financial and Accounting Officer)

April 19, 2000                            April 19, 2000
---------------------------------------   --------------------------------------
Date                                      Date

</TABLE>




<PAGE>
                                INDEX TO EXHIBITS


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

     4.1       Steelton Bancorp, Inc. 2000 Stock Option Plan

     4.2       Mechanics Savings Bank Restricted Stock Plan

     4.3       Form of Stock Option Agreement to be entered into
               with respect to Incentive  Stock Options under the Stock Option
               Plan

     4.4       Form of Stock Option Agreement to be entered into with
               respect to Non-Incentive Stock Options under the Stock
               Option Plan

     4.5       Form of Restricted Stock Award Agreement

     4.6       Form of Stock Award Tax Notice

     5.1       Opinion of Malizia  Spidi & Fisch,  PC as to the  validity of the
               Common Stock being registered

    23.1       Consent of Malizia Spidi & Fisch, PC (appears in their opinion
               filed as Exhibit 5.1)

    23.2       Consent of McKonly & Asbury LLP

     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": 20654}]
{"company-data": {"conformed-name": "STEELTON BANCORP INC", "cik": "0001081212", "assigned-sic": "6035", "irs-number": "251830745", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35344", "film-number": "606320"}, "business-address": {"street1": "51 SOUTH FRONT STREET", "city": "STEELTON", "state": "PA", "zip": "17113", "phone": "7179391966"}, "mail-address": {"street1": "51 SOUTH FRONT STREET", "city": "STEELTON", "state": "PA", "zip": "17113"}}
As filed with the Securities and Exchange Commission on April 21, 2000.

                                                    Registration No. 333-_______

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

                             Steelton Bancorp, Inc.
                     --------------------------------------
             (Exact name of Registrant as specified in its charter)

         Pennsylvania                                    25-1830745
--------------------------------------               -------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                       Identification No.)

                              51 South Front Street
                          Steelton, Pennsylvania 17113
                      ------------------------------------
                    (Address of principal executive offices)

                  Steelton Bancorp, Inc. 2000 Stock Option Plan
                  Mechanics Savings Bank Restricted Stock Plan
                  --------------------------------------------
                            (Full Title of the Plans)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
                     ---------------------------------------
            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
======================== =================== ====================== ======================= ===============
Title of                                       Proposed Maximum        Proposed Maximum       Amount of
Securities to               Amount to be           Offering           Aggregate Offering    Registration
be Registered              Registered (1)       Price Per Share              Price (2)           Fee (2)
-------------              --------------       ---------------      ---------------------- ---------------
Common Stock
$0.10 par value
per share                  53,900 shares              (2)                  $503,965            $133.05
======================== =================== ====================== ======================= ===============
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted  under the  Steelton  Bancorp,  Inc.  2000  Stock  Option  Plan
         consists  of  38,500  shares,  and  under the  Mechanics  Savings  Bank
         Restricted  Stock Plan (the "RSP")  consists of 15,400 shares which are
         being  registered  under this  Registration  Statement  and for which a
         registration fee is being paid.  Additionally,  an indeterminate number
         of  additional  shares  which may be  offered  and  issued  to  prevent
         dilution   resulting   from   stock   splits,   dividends   or  similar
         transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 53,900  shares are being  registered
         hereby,  of which 38,500 shares are under option at a weighted  average
         exercise  price of $9.19 per share  ($353,815  in the  aggregate).  The
         remainder of such shares  (15,400  shares)  awarded  under the RSP, are
         being  registered  based upon the  average of the bid and ask prices of
         the Common  Stock of the  Registrant  as reported  on the OTC  Bulletin
         Board  on  April  18,  2000,  of  $9.75  per  share  ($150,150  in  the
         aggregate), for a total offering of $503,965.

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

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration  of 53,900
shares of Steelton Bancorp,  Inc. (the "Company" or "Registrant")  common stock,
$.10 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiary as  compensation  for services
in accordance with the Steelton Bancorp, Inc. 2000 Stock Option Plan under which
38,500 shares are issuable, and the Mechanics Savings Bank Restricted Stock Plan
under which  15,400  shares are  issuable  (together,  the  "Plans").  Documents
containing the  information  required by Part I of this  Registration  Statement
will be  sent  or  given  to  participants  in the  Plan  as  specified  by Rule
428(b)(1).  Such  documents  are not  filed  with the  Securities  and  Exchange
Commission (the "Commission")  either as part of this Registration  Statement or
as prospectuses or prospectus  supplements  pursuant to Rule 424, in reliance on
Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act")  on  June  25,  1999  and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

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

         (a) The Company's Annual Report on Form 10-KSB or the fiscal year ended
December 31, 1999;

         (b) Current Report on Form 8-K (Date of Event:  February 17, 2000),  as
filed with the Commission on February 25, 2000; and

         (c) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
June 25, 1999.

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

Item 4.  Description of Securities.
------

         Not Applicable

                                       2
Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

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

         Sections 1741 through 1747 of the Pennsylvania Business Corporation Law
provide that an officer,  director,  employee or agent may be indemnified by the
Company  from and against  expenses,  judgments,  fines,  settlements  and other
amounts actually and reasonably incurred in connection with threatened,  pending
or  contemplated  proceedings  (other  than an  action by or in the right of the
Company)  if such  person  acted in good faith and in a manner  that such person
reasonably  believes  to be in, or not  opposed  to, the best  interests  of the
Company.

         Provisions regarding indemnification of directors,  officers, employees
or agents of the Company are contained in Article 10 of the  Company's  Articles
of Incorporation.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act of 1933, as amended.

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

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

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

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

Item 8.  Exhibits.
------

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

                                       3
Item 9.  Undertakings.
------

         (a) The undersigned Registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or

                                       4
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the 1933 Act and is, therefore,  unenforceable. In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by a  director,  officer,  or
controlling  person of the Registrant in the  successful  defense of any action,
suit, or  proceeding)  is asserted by such  director,  officer,  or  controlling
person in connection with the securities being registered,  the Registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is against public policy  expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Steelton in the Commonwealth of Pennsylvania,  as of
April 19, 2000.

                                       Steelton Bancorp, Inc.

                                       By: /s/Harold E. Stremmel
                                           -------------------------------------
                                           Harold E. Stremmel
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of Steelton Bancorp,  Inc.,
do hereby  severally  constitute  and appoint Harold E. Stremmel as our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the  capacities  indicated  below which said Harold E. Stremmel may
deem necessary or advisable to enable Steelton 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 Harold E. Stremmel  shall do or cause to
be done by virtue hereof.

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

/s/Marino Falcone                         /s/Harold E. Stremmel
---------------------------------------   --------------------------------------
Marino Falcone                            Harold E. Stremmel
Director                                  President, CEO, and Director

April 19, 2000                            April 19, 2000
---------------------------------------   --------------------------------------
Date                                      Date

/s/James F.  Stone                        /s/Joseph A. Wiedeman
---------------------------------------   --------------------------------------
James F. Stone                            Joseph A. Wiedeman
Director                                  Director and Treasurer

April 19, 2000                            April 19, 2000
---------------------------------------   --------------------------------------
Date                                      Date
/s/Victor J.  Segina                      /s/Richard E. Farina
---------------------------------------   --------------------------------------
Victor J. Segina                          Richard E. Farina
Director and Secretary                    Director

April 19, 2000                            April 19, 2000
---------------------------------------   --------------------------------------
Date                                      Date

/s/James S.  Nelson                       /s/Shannon Aylesworth
---------------------------------------   --------------------------------------
James S. Nelson                           Shannon Aylesworth
Senior Vice President and Director        Vice President and Chief Financial Officer
                                          (Principal Financial and Accounting Officer)

April 19, 2000                            April 19, 2000
---------------------------------------   --------------------------------------
Date                                      Date
INDEX TO EXHIBITS

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

     4.1       Steelton Bancorp, Inc. 2000 Stock Option Plan

     4.2       Mechanics Savings Bank Restricted Stock Plan

     4.3       Form of Stock Option Agreement to be entered into
               with respect to Incentive  Stock Options under the Stock Option
               Plan

     4.4       Form of Stock Option Agreement to be entered into with
               respect to Non-Incentive Stock Options under the Stock
               Option Plan

     4.5       Form of Restricted Stock Award Agreement

     4.6       Form of Stock Award Tax Notice

     5.1       Opinion of Malizia  Spidi & Fisch,  PC as to the  validity of the
               Common Stock being registered

    23.1       Consent of Malizia Spidi & Fisch, PC (appears in their opinion
               filed as Exhibit 5.1)

    23.2       Consent of McKonly & Asbury LLP

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