As filed with the Securities and Exchange Commission on March 10, 1999
                                                     Registration No. 333-______


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                              Skibo Financial Corp.
            ------------------------------------------------------ 
            (Exact name of registrant as specified in its charter)

        United States                                         25-1820465  
-------------------------------                       --------------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

                              242 East Main Street
                        Carnegie, Pennsylvania 15106-0664
                                 (412) 276-2424
                    ----------------------------------------
                    (Address of principal executive offices)

                              Skibo Financial Corp.
                             1998 Stock Option Plan
                            ------------------------ 
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                                                                      Proposed
Title of                                                    Proposed                   Maximum                 Amount of
Securities to                     Amount to             Maximum Offering         Aggregate Offering          Registration
be Registered                   be Registered            Price Per Unit               Price (2)                 Fee (2)
-------------                   -------------            --------------              -----------               --------
<S>                          <C>                           <C>                    <C>                        <C>    
Common Stock                                          
$.10 par value                155,246 shares(1)              $6.83                  $1,060,330                 $294.77
============================================================================================================================
</TABLE>

(1)      The maximum  number of shares of common stock issuable upon exercise of
         options  granted or to be granted under the Skibo  Financial Corp. 1998
         Stock Option Plan consists of 155,246 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  are  being
         registered hereunder for which no additional fee is required.
(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.  155,246 shares are being registered hereby, of which
         155,246 shares are under option at an exercise price of $6.83 per share
         ($1,060,330 in the aggregate).

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

<PAGE>


                                     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 155,246
shares of Skibo 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 subsidiaries as compensation for services
in  accordance  with the Skibo  Financial  Corp.  1998  Stock  Option  Plan (the
"Plan").  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  October  30,  1998 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  and  the  Prospectus   constituting  Part  I  of  this
Registration Statement:

         (1)   The Company's Form 8-K filed  with the Commission  on October 30,
1998; and

         (2)   The Company's Quarterly  Report on Form  10-QSB for the  quarters
ended September 30, 1998 and December 31, 1998, as filed with the Commission.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and 15(d) of the  Exchange  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

                                        1

<PAGE>


Item 5.  Interests of Named Experts and Counsel.
------
         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------
         Federal  Regulations  define areas for indemnity  coverage by the First
Carnegie Deposit (the "Bank") as follows:

         (a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the Bank shall be  indemnified by
the Bank, as the case may be, for:

            (i) Any amount for which such person becomes liable under a judgment
         in such action; and

            (ii) Reasonable costs and expenses,  including reasonable attorney's
         fees, actually paid or incurred by such person in defending or settling
         such action,  or in enforcing his or her rights to  indemnification  if
         the person attains a favorable judgment in such enforcement action.

         (b)  Indemnification  provided for in subparagraph (a) shall be made to
such officer or director only if the requirements of this subparagraph are met:

            (i) The Bank shall make the indemnification provided by subparagraph
         (a) in  connection  with  any  such  action  which  results  in a final
         judgment on the merits in favor of such officer or director.

            (ii)  The  Bank  shall   make  the   indemnification   provided   by
         subparagraph  (a) in case of settlement of such action,  final judgment
         against  such  director  or officer or final  judgment in favor of such
         director  or officer  other than on the  merits,  if a majority  of the
         disinterested  directors of the Bank determines that such a director or
         officer  was  acting  in good  faith  within  the  scope  of his or her
         employment or authority as he or she could reasonably have perceived it
         under  the  circumstances  and  for a  purpose  which  he or she  could
         reasonably  have  believed  under  the  circumstances  was in the  best
         interest of the Bank or its members.

         (c)        As used in this paragraph:

            (i) "action"  means any judicial or  administrative  proceeding,  or
         threatened proceeding, whether civil, criminal, or otherwise, including
         any appeal or other proceeding for review;

            (ii) "final  judgment" means a judgment,  decree,  or order which is
         not  appealable  and as to which the period for appeal has expired with
         no appeal taken;


                                        2

<PAGE>

            (iii) "settlement" includes the entry of a judgment by consent or by
         confession or a plea of guilty of nolo contendere.

         Office of Thrift  Supervision  regulations  subject  the Company to the
same indemnification regulations applicable to the Bank and described above.


Item 7.  Exemption from Registration Claimed.
------
         Not Applicable


Item 8.  Exhibits.
------
         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

Item 9.  Undertakings.
------
         (a)  The undersigned registrant hereby undertakes:

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

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

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

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

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

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

                                        3

<PAGE>

            (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.

            (4)  If the  registrant  is a  foreign  private  issuer,  to  file a
post-effective  amendment to the Registration Statement to include any financial
statements  required by Rule 3-19 of Regulation  S-X at the start of any delayed
offering or throughout a continuous offering.

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

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

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

                                        4

<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 Carnegie in the Commonwealth of Pennsylvania,  on the
10th day of March, 1999.

                                  SKIBO FINANCIAL CORP.

                                        
                                  By: /s/Walter G. Kelly 
                                      ------------------------------------
                                      Walter G. Kelly
                                      President and Chief Executive Officer
                                      (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Skibo Financial Corp., do
hereby  severally  constitute and appoint Walter G. Kelly 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 Walter G. Kelly may deem
necessary  or  advisable  to enable  Skibo  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 Walter G. Kelly shall do or cause to be
done by virtue hereof.

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


/s/Walter G. Kelly                           /s/Carol A. Gilbert     
-----------------------------------          -----------------------------------
Walter G. Kelly                              Carol A. Gilbert
President, Chief Executive Officer           Chief Financial, Operating Officer
(Principal Executive Officer)                and Treasurer
                                             (Principal Financial and Accounting
                                             Officer)
Date:    March 10, 1999                      Date:  March 10, 1999

/s/John C. Burne                             /s/John T. Mendenhall, Jr.  
-----------------------------------          -----------------------------------
John C. Burne                                John T. Mendenhall, Jr.
Chairman of the Board and Director           Director
Date:    March 10, 1999                      Date:  March 10, 1999

                                             /s/Alexander J. Senules
-----------------------------------          -----------------------------------
Layne W. Craig                               Alexander J. Senules
Director                                     Vice President and Secretary
Date:    __________ ___, 1999                Date:  March 10, 1999



<PAGE>


                                INDEX TO EXHIBITS


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

  4.1            Skibo Financial Corp.
                 1998 Stock Option Plan

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

  4.3            Form of Stock  Option  Agreement  to be entered  into
                 with  Directors with respect to  Non-Incentive  Stock
                 Options

  4.4            Form of Stock Award Tax Notice

  5.1            Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the
                 validity of the Common Stock being registered

  23.1           Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears
                 in their opinion filed as Exhibit 5.1)

  24             Reference is made to the Signatures section of this
                 Registration Statement for the Power of Attorney
                 contained therein
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19856}]
{"company-data": {"conformed-name": "SKIBO FINANCIAL CORP", "cik": "0001072685", "assigned-sic": "6035", "irs-number": "251820465", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74161", "film-number": "99561329"}, "business-address": {"street1": "242 EAST MAIN STREET", "city": "CARNEGIE", "state": "PA", "zip": "15106", "phone": "4122762424"}, "mail-address": {"street1": "242 EAST MAIN STREET", "city": "CARNEGIE", "state": "PA", "zip": "15106"}}
As filed with the Securities and Exchange Commission on March 10, 1999
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              Skibo Financial Corp.
            ------------------------------------------------------ 
            (Exact name of registrant as specified in its charter)

        United States                                         25-1820465  
-------------------------------                       --------------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

                              242 East Main Street
                        Carnegie, Pennsylvania 15106-0664
                                 (412) 276-2424
                    ----------------------------------------
                    (Address of principal executive offices)

                              Skibo Financial Corp.
                             1998 Stock Option Plan
                            ------------------------ 
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                 (202) 434-4660
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                                                                      Proposed
Title of                                                    Proposed                   Maximum                 Amount of
Securities to                     Amount to             Maximum Offering         Aggregate Offering          Registration
be Registered                   be Registered            Price Per Unit               Price (2)                 Fee (2)
-------------                   -------------            --------------              -----------               --------
Common Stock                                          
$.10 par value                155,246 shares(1)              $6.83                  $1,060,330                 $294.77
============================================================================================================================
(1)      The maximum  number of shares of common stock issuable upon exercise of
         options  granted or to be granted under the Skibo  Financial Corp. 1998
         Stock Option Plan consists of 155,246 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  are  being
         registered hereunder for which no additional fee is required.
(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.  155,246 shares are being registered hereby, of which
         155,246 shares are under option at an exercise price of $6.83 per share
         ($1,060,330 in the aggregate).

         Under Rule 462 of the 1933 Act, the Registration  Statement on Form S-8
         shall be effective upon filing with the Commission.
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 155,246
shares of Skibo 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 subsidiaries as compensation for services
in  accordance  with the Skibo  Financial  Corp.  1998  Stock  Option  Plan (the
"Plan").  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  October  30,  1998 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  and  the  Prospectus   constituting  Part  I  of  this
Registration Statement:

         (1)   The Company's Form 8-K filed  with the Commission  on October 30,
1998; and

         (2)   The Company's Quarterly  Report on Form  10-QSB for the  quarters
ended September 30, 1998 and December 31, 1998, as filed with the Commission.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and 15(d) of the  Exchange  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

                                        1
Item 5.  Interests of Named Experts and Counsel.
------
         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------
         Federal  Regulations  define areas for indemnity  coverage by the First
Carnegie Deposit (the "Bank") as follows:

         (a) Any person against whom any action is brought or threatened because
that person is or was a director or officer of the Bank shall be  indemnified by
the Bank, as the case may be, for:

            (i) Any amount for which such person becomes liable under a judgment
         in such action; and

            (ii) Reasonable costs and expenses,  including reasonable attorney's
         fees, actually paid or incurred by such person in defending or settling
         such action,  or in enforcing his or her rights to  indemnification  if
         the person attains a favorable judgment in such enforcement action.

         (b)  Indemnification  provided for in subparagraph (a) shall be made to
such officer or director only if the requirements of this subparagraph are met:

            (i) The Bank shall make the indemnification provided by subparagraph
         (a) in  connection  with  any  such  action  which  results  in a final
         judgment on the merits in favor of such officer or director.

            (ii)  The  Bank  shall   make  the   indemnification   provided   by
         subparagraph  (a) in case of settlement of such action,  final judgment
         against  such  director  or officer or final  judgment in favor of such
         director  or officer  other than on the  merits,  if a majority  of the
         disinterested  directors of the Bank determines that such a director or
         officer  was  acting  in good  faith  within  the  scope  of his or her
         employment or authority as he or she could reasonably have perceived it
         under  the  circumstances  and  for a  purpose  which  he or she  could
         reasonably  have  believed  under  the  circumstances  was in the  best
         interest of the Bank or its members.

         (c)        As used in this paragraph:

            (i) "action"  means any judicial or  administrative  proceeding,  or
         threatened proceeding, whether civil, criminal, or otherwise, including
         any appeal or other proceeding for review;

            (ii) "final  judgment" means a judgment,  decree,  or order which is
         not  appealable  and as to which the period for appeal has expired with
         no appeal taken;

                                        2
(iii) "settlement" includes the entry of a judgment by consent or by
         confession or a plea of guilty of nolo contendere.

         Office of Thrift  Supervision  regulations  subject  the Company to the
same indemnification regulations applicable to the Bank and described above.

Item 7.  Exemption from Registration Claimed.
------
         Not Applicable

Item 8.  Exhibits.
------
         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

Item 9.  Undertakings.
------
         (a)  The undersigned registrant hereby undertakes:

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

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

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

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

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

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

                                        3
(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.

            (4)  If the  registrant  is a  foreign  private  issuer,  to  file a
post-effective  amendment to the Registration Statement to include any financial
statements  required by Rule 3-19 of Regulation  S-X at the start of any delayed
offering or throughout a continuous offering.

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

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

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

                                        4
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 Carnegie in the Commonwealth of Pennsylvania,  on the
10th day of March, 1999.

                                  SKIBO FINANCIAL CORP.

                                        
                                  By: /s/Walter G. Kelly 
                                      ------------------------------------
                                      Walter G. Kelly
                                      President and Chief Executive Officer
                                      (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of Skibo Financial Corp., do
hereby  severally  constitute and appoint Walter G. Kelly 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 Walter G. Kelly may deem
necessary  or  advisable  to enable  Skibo  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 Walter G. Kelly shall do or cause to be
done by virtue hereof.

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

/s/Walter G. Kelly                           /s/Carol A. Gilbert     
-----------------------------------          -----------------------------------
Walter G. Kelly                              Carol A. Gilbert
President, Chief Executive Officer           Chief Financial, Operating Officer
(Principal Executive Officer)                and Treasurer
                                             (Principal Financial and Accounting
                                             Officer)
Date:    March 10, 1999                      Date:  March 10, 1999

/s/John C. Burne                             /s/John T. Mendenhall, Jr.  
-----------------------------------          -----------------------------------
John C. Burne                                John T. Mendenhall, Jr.
Chairman of the Board and Director           Director
Date:    March 10, 1999                      Date:  March 10, 1999

                                             /s/Alexander J. Senules
-----------------------------------          -----------------------------------
Layne W. Craig                               Alexander J. Senules
Director                                     Vice President and Secretary
Date:    __________ ___, 1999                Date:  March 10, 1999
INDEX TO EXHIBITS

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

  4.1            Skibo Financial Corp.
                 1998 Stock Option Plan

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

  4.3            Form of Stock  Option  Agreement  to be entered  into
                 with  Directors with respect to  Non-Incentive  Stock
                 Options

  4.4            Form of Stock Award Tax Notice

  5.1            Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the
                 validity of the Common Stock being registered

  23.1           Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears
                 in their opinion filed as Exhibit 5.1)

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