As filed with the Securities and Exchange Commission on July 31, 2002.

                                                Registration No. 333-
                                                                      ----------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               BUCS Financial Corp
             -------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         Maryland                                          52-2269586
------------------------------------          ----------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)

                              10455 Mill Run Circle
                          Owings Mills, Maryland 21117
                   ------------------------------------------
                    (Address of principal executive offices)

                   BUCS Financial Corp 2002 Stock Option Plan
                  BUCS Federal Bank 2002 Restricted Stock Plan
                  --------------------------------------------
                            (Full Title of the Plans)

                               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
      ---------------------------------------------------------------------
            (Name, address and telephone number of agent for service)

                         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)
-------------     --------------   ------------------  ------------------  -----------------------
<S>            <C>                    <C>                <C>                    <C>

Common Stock
$0.10 par value
per share         10,500 shares          $21.12             $221,760               $20.40


Common Stock
$0.10 par value
per share         46,211 shares          $20.70             $956,568               $88.01

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

(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted under the BUCS  Financial  Corp 2002 Stock Option Plan consists
         of 40,508 shares, and under the BUCS Federal Bank 2002 Restricted Stock
         Plan (the "RSP")  consists of 16,203 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, 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 56,711  shares are being  registered
         hereby,  of which 10,500 shares are under option at a weighted  average
         exercise  price of $21.12 per share  ($221,760 in the  aggregate).  The
         remainder of such shares  46,211  shares  consisting  of 16,203  shares
         awarded  under the RSP and 30,008  unallocated  options under the Stock
         Option Plan, 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 July 26, 2002, of $20.70 per share  ($956,568 in the
         aggregate), for a total offering of $1,178,328.

         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 56,711
shares of BUCS Financial Corp (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 BUCS  Financial  Corp 2002 Stock  Option  Plan under  which
40,508 shares are issuable, and the BUCS Federal Bank 2002 Restricted Stock Plan
under which  16,203  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  12,  2001  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 December 31, 2001;

         (b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2002; 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
March 12, 2001.

         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.
------
         Section  2-418 of the  Maryland  General  Corporation  Law  sets  forth
circumstances  under  which  directors,  officers,  employees  and agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities as such.

         The Articles of Incorporation  of the Company (the "Articles")  require
indemnification  of  directors,  officers and  employees  to the fullest  extent
permitted by Maryland law.

         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 him and incurred by him in any
such  capacity or arising out of his status as such,  whether or not the Company
would  have the  power  to  indemnify  him  against  such  liability  under  the
provisions of the Articles.

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

         Additionally,  the  Company  has in  force  a  directors  and  officers
liability policy underwritten by The St. Paul Insurance Company of Maryland with
a $2.0 million  aggregate  limit of liability  and an  aggregate  deductible  of
$20,000 per loss both for claims directly against officers and directors and for
claims where the Company is required to indemnify directors and officers.

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

                                       4

<PAGE>

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 Owings Mills in the State of Maryland, as of July 29,
2002.

                                BUCS Financial Corp


                                By:      /s/Herbert J. Moltzan
                                         --------------------------------------
                                         Herbert J. Moltzan
                                         President and Chief Executive Officer
                                         (Duly Authorized Representative)


                                POWER OF ATTORNEY

         We, the  undersigned  directors and officers of BUCS Financial Corp, do
hereby  severally  constitute  and  appoint  Herbert J.  Moltzan 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 Herbert J. Moltzan may
deem  necessary or advisable to enable BUCS  Financial  Corp, 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 Herbert J. Moltzan 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/Allen Maier                            /s/Herbert J. Moltzan
--------------------------                ----------------------
Allen Maier                               Herbert J. Moltzan
Chairman and Director                     President, Chief Executive Officer
                                          and Director (Principal Executive Officer
                                          and Principal Accounting and Financial Officer)


July 29, 2002                             July 29, 2002
--------------------------                --------------------
Date                                      Date


/s/Joseph Pescrille                       /s/Brian Bowers
-------------------                       ----------------
Joseph Pescrille                          Brian Bowers
Vice Chairman and Director                Treasurer and Director

July 29, 2002                             July 29, 2002
--------------------------                --------------------
Date                                      Date

</TABLE>



<PAGE>


/s/M. Robin Copeland                      /s/Thomas Markel
--------------------------                --------------------
M. Robin Copeland                         Thomas Markel
Secretary and Director                    Director

July 29, 2002                             July 29, 2002
--------------------------                --------------------
Date                                      Date


/s/A. Virginia Wampler                    /s/Harry Fox
--------------------------                --------------------
A. Virginia Wampler                       Harry Fox
Director                                  Director

July 29, 2002                             July 29, 2002
--------------------------                --------------------
Date                                      Date


/s/Peg Ohrt                               /s/Dale Summers
--------------------------                --------------------
Peg Ohrt                                  Dale Summers
Director                                  Director

July 29, 2002                             July 29, 2002
--------------------------                --------------------
Date                                      Date



<PAGE>

                                INDEX TO EXHIBITS



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


4.1             BUCS Financial Corp 2002 Stock Option Plan


4.2             BUCS Federal Bank 2002 Restricted Stock Plan


4.3             Form  of  Stock  Option  Agreement  to be  entered  into  with
                respect to Non-Incentive 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 Stegman & Company


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_073102-0202.txt", "description": "FORM S-8", "secsgml_size_bytes": 20576}]
{"company-data": {"conformed-name": "BUCS FINANCIAL CORP", "cik": "0001125813", "assigned-sic": "6035", "irs-number": "522269586", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97399", "film-number": "02715433"}, "business-address": {"street1": "10455 MILL RUN CIRCLE", "city": "OWINGS MILLS", "state": "MD", "zip": "21117", "phone": "4109985961"}, "mail-address": {"street1": "10455 MILL RUN CIRCLE", "city": "OWINGS MILLS", "state": "MD", "zip": "21117"}}
As filed with the Securities and Exchange Commission on July 31, 2002.

                                                Registration No. 333-
                                                                      ----------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               BUCS Financial Corp
             -------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         Maryland                                          52-2269586
------------------------------------          ----------------------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)

                              10455 Mill Run Circle
                          Owings Mills, Maryland 21117
                   ------------------------------------------
                    (Address of principal executive offices)

                   BUCS Financial Corp 2002 Stock Option Plan
                  BUCS Federal Bank 2002 Restricted Stock Plan
                  --------------------------------------------
                            (Full Title of the Plans)

                               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
      ---------------------------------------------------------------------
            (Name, address and telephone number of agent for service)

                         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         10,500 shares          $21.12             $221,760               $20.40

Common Stock
$0.10 par value
per share         46,211 shares          $20.70             $956,568               $88.01

===================================================================================================
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted under the BUCS  Financial  Corp 2002 Stock Option Plan consists
         of 40,508 shares, and under the BUCS Federal Bank 2002 Restricted Stock
         Plan (the "RSP")  consists of 16,203 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, 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 56,711  shares are being  registered
         hereby,  of which 10,500 shares are under option at a weighted  average
         exercise  price of $21.12 per share  ($221,760 in the  aggregate).  The
         remainder of such shares  46,211  shares  consisting  of 16,203  shares
         awarded  under the RSP and 30,008  unallocated  options under the Stock
         Option Plan, 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 July 26, 2002, of $20.70 per share  ($956,568 in the
         aggregate), for a total offering of $1,178,328.

         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 56,711
shares of BUCS Financial Corp (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 BUCS  Financial  Corp 2002 Stock  Option  Plan under  which
40,508 shares are issuable, and the BUCS Federal Bank 2002 Restricted Stock Plan
under which  16,203  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  12,  2001  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 December 31, 2001;

         (b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2002; 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
March 12, 2001.

         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.
------
         Section  2-418 of the  Maryland  General  Corporation  Law  sets  forth
circumstances  under  which  directors,  officers,  employees  and agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities as such.

         The Articles of Incorporation  of the Company (the "Articles")  require
indemnification  of  directors,  officers and  employees  to the fullest  extent
permitted by Maryland law.

         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 him and incurred by him in any
such  capacity or arising out of his status as such,  whether or not the Company
would  have the  power  to  indemnify  him  against  such  liability  under  the
provisions of the Articles.

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

         Additionally,  the  Company  has in  force  a  directors  and  officers
liability policy underwritten by The St. Paul Insurance Company of Maryland with
a $2.0 million  aggregate  limit of liability  and an  aggregate  deductible  of
$20,000 per loss both for claims directly against officers and directors and for
claims where the Company is required to indemnify directors and officers.

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

                                       4
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 Owings Mills in the State of Maryland, as of July 29,
2002.

                                BUCS Financial Corp

                                By:      /s/Herbert J. Moltzan
                                         --------------------------------------
                                         Herbert J. Moltzan
                                         President and Chief Executive Officer
                                         (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  directors and officers of BUCS Financial Corp, do
hereby  severally  constitute  and  appoint  Herbert J.  Moltzan 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 Herbert J. Moltzan may
deem  necessary or advisable to enable BUCS  Financial  Corp, 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 Herbert J. Moltzan 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/Allen Maier                            /s/Herbert J. Moltzan
--------------------------                ----------------------
Allen Maier                               Herbert J. Moltzan
Chairman and Director                     President, Chief Executive Officer
                                          and Director (Principal Executive Officer
                                          and Principal Accounting and Financial Officer)

July 29, 2002                             July 29, 2002
--------------------------                --------------------
Date                                      Date

/s/Joseph Pescrille                       /s/Brian Bowers
-------------------                       ----------------
Joseph Pescrille                          Brian Bowers
Vice Chairman and Director                Treasurer and Director

July 29, 2002                             July 29, 2002
--------------------------                --------------------
Date                                      Date
/s/M. Robin Copeland                      /s/Thomas Markel
--------------------------                --------------------
M. Robin Copeland                         Thomas Markel
Secretary and Director                    Director

July 29, 2002                             July 29, 2002
--------------------------                --------------------
Date                                      Date

/s/A. Virginia Wampler                    /s/Harry Fox
--------------------------                --------------------
A. Virginia Wampler                       Harry Fox
Director                                  Director

July 29, 2002                             July 29, 2002
--------------------------                --------------------
Date                                      Date

/s/Peg Ohrt                               /s/Dale Summers
--------------------------                --------------------
Peg Ohrt                                  Dale Summers
Director                                  Director

July 29, 2002                             July 29, 2002
--------------------------                --------------------
Date                                      Date
INDEX TO EXHIBITS

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

4.1             BUCS Financial Corp 2002 Stock Option Plan

4.2             BUCS Federal Bank 2002 Restricted Stock Plan

4.3             Form  of  Stock  Option  Agreement  to be  entered  into  with
                respect to Non-Incentive 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 Stegman & Company

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