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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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


                             Oneida Financial Corp.
             (Exact Name of Registrant as Specified in its Charter)

       Delaware                                       (To be applied for)
(State of Incorporation)                       (IRS Employer Identification No.)

                                 182 Main Street
                           Oneida, New York 13421-1676
                    (Address of Principal Executive Offices)

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


                               Oneida Savings Bank
               401(k) Profit Sharing Plan in RSI Retirement Trust
                            (Full Title of the Plans)


                                   Copies to:
        Michael R. Kallet                            Alan Schick, Esquire
President and Chief Executive Officer              Joanne Jacobson, Esquire
     Oneida Financial Corp.                 Luse Lehman Gorman Pomerenk & Schick
       182 Main Street                           A Professional Corporation
  Oneida, New York  13421-1676                 5335 Wisconsin Ave., N.W., #400
        (315) 363-2000                             Washington, D.C.  20015
                                                       (202) 274-2000
 (Name, Address and Telephone
  Number of Agent for Service)

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


     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. |X|






<PAGE>




                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


       Title of                                         Proposed                 Proposed
      Securities                 Amount                  Maximum                  Maximum                Amount of
         to be                    to be              Offering Price              Aggregate             Registration
      Registered               Registered               Per Share             Offering Price                Fee
-----------------------  ----------------------- ----------------------- ------------------------- ---------------------
         <S>                     <C>                      <C>                     <C>                       <C>   

401(k) Participation
Interests                          (1)                   $0(2)                        $0(2)                 --(2)





--------------
(1)      Represents an indeterminate number of interests in the Oneida Savings Bank 401(k) Profit Sharing Plan in RSI
         Retirement Trust (the "Plan").
(2)      The  registration  fee has been  determined  pursuant to Securities Act Rule 457(h)(2).
</TABLE>

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


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

PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan 
Annual Information

     This Registration Statement relates to the registration of an indeterminate
number of participation interests in the Oneida Savings Bank 401(k) Savings Plan
in RSI  Retirement  Trust (the "Plan").  Documents  containing  the  information
required by Part I of the  Registration  Statement  have been or will be sent or
given to participants in the Plan, as specified by Securities Act Rule 428(b)(1)
and are filed as Exhibit 4.1.

PART II.

Item 3.  Incorporation of Documents by Reference

     All documents  filed by the Company  pursuant to Sections 13(a) and (c), 14
or 15(d) of the  Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  registration  statement and be
part hereof from the date of filing of such documents.  Any statement  contained
in this  Registration  Statement,  or in a document  incorporated  by  reference
herein,  shall be deemed to be  modified  or  superseded  for  purposes  of this
Registration  Statement to the extent that a statement  contained  herein, or in
any other  subsequently  filed document which also is  incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

     The  following  documents  filed or to be filed  with  the  Commission  are
incorporated by reference in this Registration Statement:

     The Company's  Registration  Statement on Form S-1 originally  filed by the
Company under the Securities Act of 1933 with the SEC on September 17, 1998, and
as amended on November 2, 1998,  November  10, 1998 and  November  12, 1998 (the
"Form S-1") (SEC File No. 333-63603).


                                        2

<PAGE>



Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

         Not applicable.

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  List of Exhibits.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

         5        Opinion  of  Luse   Lehman   Gorman   Pomerenk  &  Schick,   A
                  Professional  Corporation as to the legality of  participation
                  interests registered hereby.

         23.1     Consent  of  Luse   Lehman   Gorman   Pomerenk  &  Schick,   A
                  Professional Corporation (contained in the opinion included as
                  Exhibit 5).

         99.1     401(k) Prospectus  Supplement (incorporated  by  reference  to
                  Exhibit 99.4 to the Form S-1).

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

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

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

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

         4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the  Registrant's  annual report pursuant to Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

         5.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the


                                        3

<PAGE>



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


                                        4

<PAGE>



                                  EXHIBIT INDEX


Exhibit Number                      Description
--------------                      -----------

         5        Opinion  of  Luse   Lehman   Gorman   Pomerenk  &  Schick,   A
                  Professional  Corporation  as to the  legality  of the  Common
                  Stock registered hereby.

         23.1     Consent  of  Luse   Lehman   Gorman   Pomerenk  &  Schick,   A
                  Professional Corporation (contained in the opinion included as
                  Exhibit 5).





                                        5

<PAGE>



                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the city of Oneida,  state of New York, on this 12th day of
January, 1999.
<TABLE>
<CAPTION>

                                                            Oneida Financial Corp.



                                                             By:      /s/ Michael R. Kallet
                                                                      Michael R. Kallet, President and
                                                                      Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
<S>                                                                       <C>  


By:      /s/ Michael R. Kallet                                By:      /s/ Eric E. Stickels
         -----------------------------------------                     ------------------------------------
         Michael R. Kallet                                             Eric E. Stickels
         President and Chief Executive Officer (Principal              Senior Vice President and Chief
         Executive Officer)                                            Financial Officer (Principal Financial and
                                                                       Accounting Officer)



By:      /s/ Nicholas J. Christakos                           By:      /s/ Patricia D. Caprio
         -----------------------------------------                     ------------------------------------
         Nicholas J. Christakos,  Chairman of the Board                Patricia D. Caprio, Director

         Date: January 12, 1999                                        Date: January 12, 1999

By:      /s/ Edward J. Clarke                                 By:      /s/ James J. Devine, Jr.
         -----------------------------------------                     ------------------------------------
         Edward J. Clarke, Director                                    James J. Devine, Jr., Director

         Date: January 12, 1999                                        Date: January 12, 1999

By:      /s/ John E. Haskell                                  By:      /s/ Rodney D. Kent
         -----------------------------------------                     ------------------------------------
         John E. Haskell, Director                                     Rodney D. Kent, Director

         Date: January 12, 1999                                        Date: January 12, 1999

By:      /s/ William D. Matthews                              By:      /s/ Michael W. Milmoe
         -----------------------------------------                     ------------------------------------
         William D. Matthews, Director                                 Michael W. Milmoe, Director

         Date: January 12, 1999                                        Date:  January 12, 1999

By:      /s/ Richard B. Meyers                                By:      /s/ Frank O. White, Jr.
         -----------------------------------------                     ------------------------------------
         Richard B. Meyers, Director                                   Frank O. White, Jr., Director

         Date:  January 12, 1999                                       Date:  January 12, 1999
</TABLE>





                                        6

<PAGE>




                                    EXHIBIT 5

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



<PAGE>






                [Luse Lehman Gorman Pomerenk & Schick Letterhead]


                                                                  (202) 274-2000

January 15, 1999

Board of Directors
Oneida Financial Corp.
182 Main Street
Oneida, New York  13421-1676

                  Re:      Oneida Savings Bank 401(k)
                           Profit Sharing Plan in RSI Retirement Trust
                           Registration Statement on Form S-8

Ladies and Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection  with the  registration  of  participation  interests  in the  Oneida
Savings Bank 401(k) Profit Sharing Plan in RSI Retirement Trust (the "Plan"). We
have  reviewed the Oneida  Financial  Corp.'s  (the  "Company")  Certificate  of
Incorporation,  the Plan,  the  Registration  Statement  on Form S-8 (the  "Form
S-8"), as well as applicable statutes and regulations governing the Company.

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

     Upon the effectiveness of the Form S-8, the participation  interests in the
     Plan will be legally issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8. Very truly yours,


                                        /s/ Luse Lehman Gorman Pomerenk & Schick
                                        ----------------------------------------
                                        Luse Lehman Gorman Pomerenk & Schick
                                        A Professional Corporation
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR ONEIDA FINANCIAL CORP.", "secsgml_size_bytes": 15752}]
{"company-data": {"conformed-name": "ONEIDA FINANCIAL CORP", "cik": "0001070190", "assigned-sic": "6036", "irs-number": "000000000", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70745", "film-number": "99507814"}, "business-address": {"street1": "182 MAIN STREET", "city": "ONEIDA", "state": "NY", "zip": "13421", "phone": "3153632000"}}
Registration No. 333-________
                                       As filed with the Securities and Exchange
                                       Commission on January 19, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                             Oneida Financial Corp.
             (Exact Name of Registrant as Specified in its Charter)

       Delaware                                       (To be applied for)
(State of Incorporation)                       (IRS Employer Identification No.)

                                 182 Main Street
                           Oneida, New York 13421-1676
                    (Address of Principal Executive Offices)

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

                               Oneida Savings Bank
               401(k) Profit Sharing Plan in RSI Retirement Trust
                            (Full Title of the Plans)

                                   Copies to:
        Michael R. Kallet                            Alan Schick, Esquire
President and Chief Executive Officer              Joanne Jacobson, Esquire
     Oneida Financial Corp.                 Luse Lehman Gorman Pomerenk & Schick
       182 Main Street                           A Professional Corporation
  Oneida, New York  13421-1676                 5335 Wisconsin Ave., N.W., #400
        (315) 363-2000                             Washington, D.C.  20015
                                                       (202) 274-2000
 (Name, Address and Telephone
  Number of Agent for Service)

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

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. |X|
CALCULATION OF REGISTRATION FEE
Title of                                         Proposed                 Proposed
      Securities                 Amount                  Maximum                  Maximum                Amount of
         to be                    to be              Offering Price              Aggregate             Registration
      Registered               Registered               Per Share             Offering Price                Fee
-----------------------  ----------------------- ----------------------- ------------------------- ---------------------
401(k) Participation
Interests                          (1)                   $0(2)                        $0(2)                 --(2)

--------------
(1)      Represents an indeterminate number of interests in the Oneida Savings Bank 401(k) Profit Sharing Plan in RSI
         Retirement Trust (the "Plan").
(2)      The  registration  fee has been  determined  pursuant to Securities Act Rule 457(h)(2).
------------------------------------

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

PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan 
Annual Information

     This Registration Statement relates to the registration of an indeterminate
number of participation interests in the Oneida Savings Bank 401(k) Savings Plan
in RSI  Retirement  Trust (the "Plan").  Documents  containing  the  information
required by Part I of the  Registration  Statement  have been or will be sent or
given to participants in the Plan, as specified by Securities Act Rule 428(b)(1)
and are filed as Exhibit 4.1.

PART II.

Item 3.  Incorporation of Documents by Reference

     All documents  filed by the Company  pursuant to Sections 13(a) and (c), 14
or 15(d) of the  Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  registration  statement and be
part hereof from the date of filing of such documents.  Any statement  contained
in this  Registration  Statement,  or in a document  incorporated  by  reference
herein,  shall be deemed to be  modified  or  superseded  for  purposes  of this
Registration  Statement to the extent that a statement  contained  herein, or in
any other  subsequently  filed document which also is  incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

     The  following  documents  filed or to be filed  with  the  Commission  are
incorporated by reference in this Registration Statement:

     The Company's  Registration  Statement on Form S-1 originally  filed by the
Company under the Securities Act of 1933 with the SEC on September 17, 1998, and
as amended on November 2, 1998,  November  10, 1998 and  November  12, 1998 (the
"Form S-1") (SEC File No. 333-63603).

                                        2
Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

         Not applicable.

Item 7.  Exemption From Registration Claimed

         Not applicable.

Item 8.  List of Exhibits.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

         5        Opinion  of  Luse   Lehman   Gorman   Pomerenk  &  Schick,   A
                  Professional  Corporation as to the legality of  participation
                  interests registered hereby.

         23.1     Consent  of  Luse   Lehman   Gorman   Pomerenk  &  Schick,   A
                  Professional Corporation (contained in the opinion included as
                  Exhibit 5).

         99.1     401(k) Prospectus  Supplement (incorporated  by  reference  to
                  Exhibit 99.4 to the Form S-1).

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

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

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

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

         4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the  Registrant's  annual report pursuant to Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

         5.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the

                                        3
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        4
EXHIBIT INDEX

Exhibit Number                      Description
--------------                      -----------

         5        Opinion  of  Luse   Lehman   Gorman   Pomerenk  &  Schick,   A
                  Professional  Corporation  as to the  legality  of the  Common
                  Stock registered hereby.

         23.1     Consent  of  Luse   Lehman   Gorman   Pomerenk  &  Schick,   A
                  Professional Corporation (contained in the opinion included as
                  Exhibit 5).

                                        5
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the city of Oneida,  state of New York, on this 12th day of
January, 1999.
Oneida Financial Corp.

                                                             By:      /s/ Michael R. Kallet
                                                                      Michael R. Kallet, President and
                                                                      Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
By:      /s/ Michael R. Kallet                                By:      /s/ Eric E. Stickels
         -----------------------------------------                     ------------------------------------
         Michael R. Kallet                                             Eric E. Stickels
         President and Chief Executive Officer (Principal              Senior Vice President and Chief
         Executive Officer)                                            Financial Officer (Principal Financial and
                                                                       Accounting Officer)

By:      /s/ Nicholas J. Christakos                           By:      /s/ Patricia D. Caprio
         -----------------------------------------                     ------------------------------------
         Nicholas J. Christakos,  Chairman of the Board                Patricia D. Caprio, Director

         Date: January 12, 1999                                        Date: January 12, 1999

By:      /s/ Edward J. Clarke                                 By:      /s/ James J. Devine, Jr.
         -----------------------------------------                     ------------------------------------
         Edward J. Clarke, Director                                    James J. Devine, Jr., Director

         Date: January 12, 1999                                        Date: January 12, 1999

By:      /s/ John E. Haskell                                  By:      /s/ Rodney D. Kent
         -----------------------------------------                     ------------------------------------
         John E. Haskell, Director                                     Rodney D. Kent, Director

         Date: January 12, 1999                                        Date: January 12, 1999

By:      /s/ William D. Matthews                              By:      /s/ Michael W. Milmoe
         -----------------------------------------                     ------------------------------------
         William D. Matthews, Director                                 Michael W. Milmoe, Director

         Date: January 12, 1999                                        Date:  January 12, 1999

By:      /s/ Richard B. Meyers                                By:      /s/ Frank O. White, Jr.
         -----------------------------------------                     ------------------------------------
         Richard B. Meyers, Director                                   Frank O. White, Jr., Director

         Date:  January 12, 1999                                       Date:  January 12, 1999
6
EXHIBIT 5

              OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
[Luse Lehman Gorman Pomerenk & Schick Letterhead]

                                                                  (202) 274-2000

January 15, 1999

Board of Directors
Oneida Financial Corp.
182 Main Street
Oneida, New York  13421-1676

                  Re:      Oneida Savings Bank 401(k)
                           Profit Sharing Plan in RSI Retirement Trust
                           Registration Statement on Form S-8

Ladies and Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection  with the  registration  of  participation  interests  in the  Oneida
Savings Bank 401(k) Profit Sharing Plan in RSI Retirement Trust (the "Plan"). We
have  reviewed the Oneida  Financial  Corp.'s  (the  "Company")  Certificate  of
Incorporation,  the Plan,  the  Registration  Statement  on Form S-8 (the  "Form
S-8"), as well as applicable statutes and regulations governing the Company.

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

     Upon the effectiveness of the Form S-8, the participation  interests in the
     Plan will be legally issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8. Very truly yours,

                                        /s/ Luse Lehman Gorman Pomerenk & Schick
                                        ----------------------------------------
                                        Luse Lehman Gorman Pomerenk & Schick
                                        A Professional Corporation