<TABLE>
<CAPTION>
<S>                                                                          <C>
As filed with the Securities and Exchange Commission on May 21, 2003.           Registration No. 333-______
</TABLE>
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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


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

          Pennsylvania                                          23-3102103
--------------------------------                            ------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                               Identification No.)


                               2000 Mt. Troy Road
                         Pittsburgh, Pennsylvania 15212
                    ----------------------------------------
                    (Address of principal executive offices)


                  Reserve Bancorp, Inc. 2003 Stock Option Plan
                     Mt. Troy Bank 2003 Restricted Stock Plan
                  ---------------------------------------------
                            (Full Title of the Plans)


                                Robert B. Kastan
                             Chief Financial Officer
                               2000 Mt. Troy Road
                         Pittsburgh, Pennsylvania 15212
                                  412-322-6107
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)


                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
                                 --------------


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

====================================================================================================================================
          Title of                                     Proposed Maximum         Proposed Maximum
        Securities to             Amount to be             Offering            Aggregate Offering          Amount of Registration
        be Registered            Registered (1)       Price Per Share(2)           Price (2)                      Fee (2)
        -------------            --------------       ------------------           ----------                    --------


<C>                            <C>                     <C>                     <C>                            <C>
Common Stock
$0.10 par value per share        37,875 shares              $17.00                $643,875                         $52.09


Common Stock
$0.10 par value per share        68,175 shares              $16.83                $1,147,385                       $92.82

====================================================================================================================================
</TABLE>

(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted under the Reserve Bancorp, Inc. 2003 Stock Option Plan consists
         of 75,750  shares,  and under the Mt. Troy Bank 2003  Restricted  Stock
         Plan (the "RSP") consists of 30,300 shares are being  registered  under
         this  Registration  Statement and for which a registration fee is being
         paid. Additionally, an indeterminate number of additional shares may be
         offered and issued to prevent  dilution  resulting  from stock  splits,
         stock 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 106,050 shares are being  registered
         hereby,  of which 37,875 shares are under option at a weighted  average
         exercise  price of $17.00 per share  ($643,875 in the  aggregate).  The
         remainder of such shares  68,175  shares  consisting  of 37,875  shares
         under the stock  option  plan not  subject to option and 30,300  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 May 16, 2003, of $16.83 per share
         ($1,147,385 in the aggregate), for a total offering of $1,791,260.

         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 106,050
shares of Reserve 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 Reserve Bancorp,  Inc. 2003 Stock Option Plan under which
75,750 shares are  issuable,  and the Mt. Troy Bank 2003  Restricted  Stock Plan
under which  30,300  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  March  18,  2002  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 for the fiscal  year
ended September 30, 2002;

         (b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
December 31, 2002;

         (c) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2003;

         (d) Current Report on Form 8-K (date of event:  May 9, 2003),  as filed
with the Commission on May 9, 2003; and

         (e) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
March 18, 2002.

         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.


                                        2
<PAGE>


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

         Not Applicable

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

         Not Applicable

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

         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 ("1933 Act").

         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 Articles of Incorporation.

         Insofar as indemnification  for liabilities  arising under the 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

                                       3
<PAGE>



Item 8.  Exhibits.
-------

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

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

         (a) The undersigned Registrant hereby undertakes:

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

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

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

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

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not 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

                                       4

<PAGE>

to be  delivered  to each person to whom the  prospectus  is sent or given,  the
latest  quarterly  report that is specifically  incorporated by reference in the
prospectus to provide such interim financial information.

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





                                       5
<PAGE>
                                  SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Pittsburgh in the Commonwealth of  Pennsylvania,  on
the 19th day of May 2003.

                                      Reserve Bancorp, Inc.




                                      By:      /s/Richard A. Sinewe
                                               --------------------------------
                                               Richard A. Sinewe
                                               President
                                               (Duly Authorized Representative)


                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Reserve Bancorp, Inc., do
hereby severally constitute and appoint Richard A. Sinewe 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  Richard A. Sinewe may
deem necessary or advisable to enable Reserve 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 registrant,  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  Richard A.  Sinewe  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.
<TABLE>
<CAPTION>


<S>                                                    <C>
/s/Richard A. Sinewe                                          /s/David P. Butler
-----------------------------------------------------         --------------------------------------------------------
Richard A. Sinewe                                             David P. Butler
President and Director                                        Chairman of the Board
(Principal Executive Officer)

Date:    May 19, 2003                                         Date:    May 19, 2003



/s/Robert B. Kastan                                           /s/Robert B. Shust
-----------------------------------------------------         --------------------------------------------------------
Robert B. Kastan                                              Robert B. Shust
Treasurer and Controller                                      Vice Chairman of the Board, Secretary and Director
(Principal Accounting and Financial Officer)


Date:    May 19, 2003                                         Date:    May 19, 2003


</TABLE>




<PAGE>




/s/Timothy Schneider
-----------------------------
Timothy Schneider
Director



Date:    May 19, 2003






<PAGE>




                                INDEX TO EXHIBITS





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


   4.1       Reserve Bancorp, Inc. 2003 Stock Option Plan


   4.2       Mt. Troy Bank 2003 Restricted Stock Plan


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


   4.4       Form of Restricted Stock Award Agreement


   4.5       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 Stokes & Hinds, LLC


   24        Reference is made to the Signatures section of this
             Registration Statement for the Power of Attorney contained
             therein
[{"type": "S-8", "sequence": "1", "filename": "s8_052003-0205.txt", "description": "S8", "secsgml_size_bytes": 20866}]
{"company-data": {"conformed-name": "RESERVE BANCORP INC", "cik": "0001163542", "assigned-sic": "6035", "irs-number": "233102103", "state-of-incorporation": "PA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105440", "film-number": "03714042"}, "business-address": {"street1": "2000 MT TROY RD", "city": "PITTSBURGH", "state": "PA", "zip": "15212", "phone": "4123226107"}, "mail-address": {"street1": "2000 MT TROY RD", "city": "PITTSBURGH", "state": "PA", "zip": "15212"}}
As filed with the Securities and Exchange Commission on May 21, 2003.           Registration No. 333-______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

          Pennsylvania                                          23-3102103
--------------------------------                            ------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                               Identification No.)

                               2000 Mt. Troy Road
                         Pittsburgh, Pennsylvania 15212
                    ----------------------------------------
                    (Address of principal executive offices)

                  Reserve Bancorp, Inc. 2003 Stock Option Plan
                     Mt. Troy Bank 2003 Restricted Stock Plan
                  ---------------------------------------------
                            (Full Title of the Plans)

                                Robert B. Kastan
                             Chief Financial Officer
                               2000 Mt. Troy Road
                         Pittsburgh, Pennsylvania 15212
                                  412-322-6107
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
                                 --------------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
          Title of                                     Proposed Maximum         Proposed Maximum
        Securities to             Amount to be             Offering            Aggregate Offering          Amount of Registration
        be Registered            Registered (1)       Price Per Share(2)           Price (2)                      Fee (2)
        -------------            --------------       ------------------           ----------                    --------
Common Stock
$0.10 par value per share        37,875 shares              $17.00                $643,875                         $52.09

Common Stock
$0.10 par value per share        68,175 shares              $16.83                $1,147,385                       $92.82

====================================================================================================================================
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted under the Reserve Bancorp, Inc. 2003 Stock Option Plan consists
         of 75,750  shares,  and under the Mt. Troy Bank 2003  Restricted  Stock
         Plan (the "RSP") consists of 30,300 shares are being  registered  under
         this  Registration  Statement and for which a registration fee is being
         paid. Additionally, an indeterminate number of additional shares may be
         offered and issued to prevent  dilution  resulting  from stock  splits,
         stock 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 106,050 shares are being  registered
         hereby,  of which 37,875 shares are under option at a weighted  average
         exercise  price of $17.00 per share  ($643,875 in the  aggregate).  The
         remainder of such shares  68,175  shares  consisting  of 37,875  shares
         under the stock  option  plan not  subject to option and 30,300  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 May 16, 2003, of $16.83 per share
         ($1,147,385 in the aggregate), for a total offering of $1,791,260.

         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 106,050
shares of Reserve 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 Reserve Bancorp,  Inc. 2003 Stock Option Plan under which
75,750 shares are  issuable,  and the Mt. Troy Bank 2003  Restricted  Stock Plan
under which  30,300  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  March  18,  2002  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 for the fiscal  year
ended September 30, 2002;

         (b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
December 31, 2002;

         (c) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2003;

         (d) Current Report on Form 8-K (date of event:  May 9, 2003),  as filed
with the Commission on May 9, 2003; and

         (e) The  description  of the  Company's  securities as contained in the
Company's  Registration  Statement on Form 8-A, as filed with the  Commission on
March 18, 2002.

         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.

                                        2
Item 4.  Description of Securities.
-------

         Not Applicable

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 ("1933 Act").

         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 Articles of Incorporation.

         Insofar as indemnification  for liabilities  arising under the 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

                                       3
Item 8.  Exhibits.
-------

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

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

         (a) The undersigned Registrant hereby undertakes:

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

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

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

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

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not 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

                                       4
to be  delivered  to each person to whom the  prospectus  is sent or given,  the
latest  quarterly  report that is specifically  incorporated by reference in the
prospectus to provide such interim financial information.

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

                                       5
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Pittsburgh in the Commonwealth of  Pennsylvania,  on
the 19th day of May 2003.

                                      Reserve Bancorp, Inc.

                                      By:      /s/Richard A. Sinewe
                                               --------------------------------
                                               Richard A. Sinewe
                                               President
                                               (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Reserve Bancorp, Inc., do
hereby severally constitute and appoint Richard A. Sinewe 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  Richard A. Sinewe may
deem necessary or advisable to enable Reserve 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 registrant,  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  Richard A.  Sinewe  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/Richard A. Sinewe                                          /s/David P. Butler
-----------------------------------------------------         --------------------------------------------------------
Richard A. Sinewe                                             David P. Butler
President and Director                                        Chairman of the Board
(Principal Executive Officer)

Date:    May 19, 2003                                         Date:    May 19, 2003

/s/Robert B. Kastan                                           /s/Robert B. Shust
-----------------------------------------------------         --------------------------------------------------------
Robert B. Kastan                                              Robert B. Shust
Treasurer and Controller                                      Vice Chairman of the Board, Secretary and Director
(Principal Accounting and Financial Officer)

Date:    May 19, 2003                                         Date:    May 19, 2003
/s/Timothy Schneider
-----------------------------
Timothy Schneider
Director

Date:    May 19, 2003
INDEX TO EXHIBITS

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

   4.1       Reserve Bancorp, Inc. 2003 Stock Option Plan

   4.2       Mt. Troy Bank 2003 Restricted Stock Plan

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

   4.4       Form of Restricted Stock Award Agreement

   4.5       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 Stokes & Hinds, LLC

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