As filed with the Securities and Exchange Commission on June 21, 2006.

                                                   Registration No. 333-______


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

               Federal                                  16-1561678
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
   Incorporation or Organization)

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


                             Oneida Financial Corp.
                       2006 Recognition and Retention Plan
                            (Full Title of the Plan)


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




<PAGE>
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
<S>                              <C>                <C>                    <C>                        <C>
Common stock, par value
$0.01 per share                   80,000(2)          $ 10.25(3)               $820,000                  $88
--------------------------------------------------------------------------------------------------------------------
</TABLE>
-----------------------
(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the  Oneida  Financial  Corp.  2006  Recognition  and  Retention  Plan (the
     "Recognition  and  Retention  Plan")  as a result of a stock  split,  stock
     dividend or similar  adjustment of the  outstanding  common stock of Oneida
     Financial Corp. (the "Company") pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock reserved for issuance under
     the Recognition and Retention Plan for grants of restricted stock.
(3)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1).

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

                                       2
<PAGE>


PART I.

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

     The documents  containing  the  information  specified in Parts I and II of
Form S-8 have been or will be sent or given to  participants  in the Recognition
and Retention Plan as specified by Rule 428(b)(1)  promulgated by the Securities
and Exchange  Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference.

     The  following   documents   previously  or  concurrently  filed  with  the
Commission are hereby incorporated by reference in this Registration Statement:

     a) The Annual  Report on Form 10-K of the Company for the fiscal year ended
December 31, 2005 (Commission File No. 000-25101),  filed with the Commission on
March 31, 2006 pursuant to Section 13(a) of the  Securities  and Exchange Act of
1934, as amended (the "Exchange Act");

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
on Form 10-K referred to in (a) above; and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement  on Form 8-A filed with the  Commission  on November 23,
1998 (Commission File No. 000-25101).

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

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     None.

                                       3
<page>

Item 6.  Indemnification of Directors and Officers.

     Section  545.121 of the Office of Thrift  Supervision  ("OTS")  regulations
provides  indemnification for directors and officers of The Oneida Savings Bank.
Although  there are no  indemnification  provisions in the charter and bylaws of
the  Company,  all the  directors  and  officers  of the  Company  hold the same
position  with  The  Oneida  Savings  Bank and have  indemnification  under  OTS
regulations as described below.

     Generally,  federal  regulations  define areas for  indemnity  coverage for
federal savings associations 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 savings  association shall be
indemnified by the savings association for:

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

          (ii) Reasonable costs and expenses,  including  reasonable  attorneys'
     fees,  actually  paid or incurred by that person in  defending  or settling
     such action,  or in enforcing his or her rights under this section if he or
     she attains a favorable judgment in such enforcement action.

     (b)  Indemnification  shall be made to such person under  paragraph  (b) of
this Section only if:

          (i) Final judgment on the merits is in his or her favor; or

          (ii) In case of:

               a. Settlement,
               b. Final judgment against him or her, or
               c. Final judgment in his or her favor,  other than on the merits,
          if  a  majority  of  the   disinterested   directors  of  the  savings
          association  determine  that he or she 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
          he or she could reasonably have believed under the  circumstances  was
          in the  best  interest  of the  savings  association  or its  members.
          However, no indemnification shall be made unless the association gives
          the  Office  at least 60 days  notice  of its  intention  to make such
          indemnification. Such notice shall state the facts on which the action
          arose, the terms of any settlement,  and any disposition of the action
          by a court.  Such notice, a copy thereof,  and a certified copy of the
          resolution  containing  the  required  determination  by the  board of
          directors shall be sent to the Regional  Director,  who shall promptly
          acknowledge receipt thereof. The notice period shall run from the date
          of such  receipt.  No such  indemnification  shall  be made if the OTS
          advises the association in writing,  within such notice period, of its
          objection thereto.

     (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) "Court" includes,  without  limitation,  any court to which or in
     which any appeal or any proceeding for review is brought;

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

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

                                       4
<page>


Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  List of Exhibits.
<TABLE>
<CAPTION>

Regulation S-K                                                         Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto
--------------                      --------                           ---------------------------

<S>      <C>      <C>                                                           <C>
         4        Form of Common Stock Certificate                              *

         5        Opinion of Luse Gorman Pomerenk & Schick, P.C.                Attached as Exhibit 5

         10       Oneida Financial Corp.2006 Stock-Based
                  Incentive Plan                                                **

         23.1     Consent of Luse Gorman Pomerenk & Schick, P.C.                Contained in Exhibit 5

         23.2     Consent of Crowe, Chizek and Company LLC                      Attached as Exhibit 23.2

         24       Power of Attorney                                             Contained on Signature Page
</TABLE>

*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1 (Commission File No.  333-63603),  originally filed by the Company
     under the  Securities  Act of 1933,  with the  Commission  on September 17,
     1998,  and all amendments or reports filed for the purpose of updating such
     description.

**   Incorporated  by reference to the proxy  statement for the  Company's  2006
     Annual Meeting of Stockholders  (Commission File No.  000-25101),  filed by
     the Company  under the  Securities  and Exchange Act of 1934,  on March 30,
     2006.

Item 9.  Undertakings.

     The undersigned Company hereby undertakes:

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

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

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

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

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange  Commission such

                                       5
<Page>

indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  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 Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the City of Oneida,  State of New
York, on this 21st day of June, 2006.


                                               ONEIDA FINANCIAL CORP.


                                        By:     /s/  Michael R. Kallet
                                                -------------------------------
                                                Michael R. Kallet, President and
                                                Chief Executive Officer
                                                (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of Oneida  Financial Corp. (the
"Company")  hereby  severally  constitute and appoint Michael R. Kallet,  as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities  indicated  below which said Michael R. Kallet may deem  necessary or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in connection with the registration of shares of common stock to be
granted  and  shares of common  stock to be issued  upon the  exercise  of stock
options to be granted under the Oneida  Financial  Corp.  2006  Recognition  and
Retention Plan, including specifically,  but not limited to, power and authority
to sign for 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  approve,  ratify and confirm  all that said  Michael R.
Kallet shall do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the date indicated.

Signatures                                  Title                       Date



/s/Michael R. Kallet                       President,              June 21, 2006
---------------------------     Chief Executive Officer and Director
Michael R. Kallet                 (Principal Executive Officer)



/s/ Eric E. Stickels               Executive Vice President        June 21, 2006
---------------------------      and Chief Financial Officer
Eric E. Stickels             (Principal Financial and Accounting Officer)



/s/Patricia D. Caprio                       Director               June 21, 2006
---------------------------
Patricia D. Caprio



/s/ Edward J. Clarke                        Director               June 21, 2006
---------------------------
Edward J. Clarke

<Page>

/s/ Marlene C. Denney                       Director               June 21, 2006
---------------------------
Marlene C. Denney



/s/ John E. Haskell                         Director               June 21, 2006
---------------------------
John E. Haskell



/s/ Rodney D. Kent                          Director               June 21, 2006
---------------------------
Rodney D. Kent



/s/William D. Matthews                      Director               June 21, 2006
---------------------------
William D. Matthews



/s/ Michael A. Miravalle                    Director               June 21, 2006
---------------------------
Michael A. Miravalle



/s/ Richard B. Myers                        Director               June 21, 2006
---------------------------
Richard B. Myers



/s/ Gerald N. Volk                          Director               June 21, 2006
---------------------------
Gerald N. Volk



/s/ Frank O. White, Jr.                     Director               June 21, 2006
---------------------------
Frank O. White, Jr.


<PAGE>


EXHIBIT INDEX


Exhibit Number             Description

     4         Form of Common Stock  Certificate  (incorporated  by reference to
               Exhibit 4 to the  Registration  Statement on Form S-1 (Commission
               File No.  333-63603),  originally  filed by the Company under the
               Securities Act of 1933 with the Commission on September 17, 1998,
               and all  amendments  or reports filed for the purpose of updating
               such description).

     5         Opinion of Luse Gorman Pomerenk & Schick, P.C.

     10        Oneida  Financial  Corp.  2006  Recognition  and  Retention  Plan
               (incorporated  by  reference  to  the  proxy  statement  for  the
               Company's 2006 Annual Meeting of  Stockholders  (Commission  File
               No.  000-25101),  filed by the Company under the  Securities  and
               Exchange Act of 1934, on March 30, 2006).

      23.1     Consent of Luse Gorman Pomerenk & Schick,  P.C. (contained in the
               opinion included as Exhibit 5).

      23.2     Consent of Crowe, Chizek and Company LLC.

      24       Power  of  Attorney  (contained  in the  signature  page  to this
               Registration Statement).




<PAGE>



                                    Exhibit 5

<PAGE>


                  [LETTERHEAD OF LUSE GORMAN POMERENK & SCHICK]


(202) 274-2000

June 21, 2006

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

                  Re:      Oneida Financial Corp.
                           Registration Statement on Form S-8

Ladies and Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection with the registration of common stock, par value $0.01 per share (the
"Common Stock"), of Oneida Financial Corp. (the "Company") to be issued pursuant
to the Oneida Financial Corp. 2006 Recognition and Retention Plan (the "Plan").

     In rendering the opinion  expressed herein, we have reviewed the Charter of
the Company,  the Plan,  the Company's  Registration  Statement on Form S-8 (the
"Form S-8"),  as well as  applicable  statutes  and  regulations  governing  the
Company.  We have assumed the  authenticity,  accuracy and  completeness  of all
documents in connection with the opinion  expressed herein. We have also assumed
the legal  capacity and  genuineness  of the  signatures of persons  signing all
documents in connection with which the opinions expressed herein are rendered.

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

     Following  the  effectiveness  of the Form  S-8,  the  Common  Stock of the
Company,  when issued in accordance  with the terms and  conditions of the Plan,
will be legally issued, fully paid and non-assessable.

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

                                            Very truly yours,


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



<PAGE>


                                  Exhibit 23.2



<Page>


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We consent to the incorporation by reference in this  Registration  Statement of
Oneida  Financial  Corp on Form S-8 of our report dated February 16, 2006 on the
consolidated financial statements of Oneida Financial Corp appearing in the 2005
Form 10-K of Oneida Financial Corp.



                                        /s/ Crowe Chizek and Company LLC
                                        -----------------------------
                                        Crowe Chizek and Company LLC
Cleveland, OH
June 19, 2006
[{"type": "S-8", "sequence": "1", "filename": "forms8_june2006.txt", "description": "FORM S-8", "secsgml_size_bytes": 23461}]
{"company-data": {"conformed-name": "ONEIDA FINANCIAL CORP", "cik": "0001070190", "assigned-sic": "6036", "irs-number": "161561678", "state-of-incorporation": "DE", "fiscal-year-end": "1203"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-135230", "film-number": "06919701"}, "business-address": {"street1": "182 MAIN STREET", "city": "ONEIDA", "state": "NY", "zip": "13421", "phone": "3153632000"}}
As filed with the Securities and Exchange Commission on June 21, 2006.

                                                   Registration No. 333-______

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

               Federal                                  16-1561678
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
   Incorporation or Organization)

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

                             Oneida Financial Corp.
                       2006 Recognition and Retention Plan
                            (Full Title of the Plan)

          Michael R. Kallet                         Alan Schick, Esquire
President and Chief Executive Officer           Luse Gorman Pomerenk & Schick
       Oneida Financial Corp.                    A Professional Corporation
           182 Main Street                  5335 Wisconsin Ave., N.W., Suite 400
     Oneida, New York 13421-1676                   Washington, D.C.  20015
           (315) 363-2000                             (202) 274-2000
    (Name, Address and Telephone
     Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================
         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                   80,000(2)          $ 10.25(3)               $820,000                  $88
--------------------------------------------------------------------------------------------------------------------
-----------------------
(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the  Oneida  Financial  Corp.  2006  Recognition  and  Retention  Plan (the
     "Recognition  and  Retention  Plan")  as a result of a stock  split,  stock
     dividend or similar  adjustment of the  outstanding  common stock of Oneida
     Financial Corp. (the "Company") pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock reserved for issuance under
     the Recognition and Retention Plan for grants of restricted stock.
(3)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1).

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

                                       2
PART I.

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

     The documents  containing  the  information  specified in Parts I and II of
Form S-8 have been or will be sent or given to  participants  in the Recognition
and Retention Plan as specified by Rule 428(b)(1)  promulgated by the Securities
and Exchange  Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act").

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference.

     The  following   documents   previously  or  concurrently  filed  with  the
Commission are hereby incorporated by reference in this Registration Statement:

     a) The Annual  Report on Form 10-K of the Company for the fiscal year ended
December 31, 2005 (Commission File No. 000-25101),  filed with the Commission on
March 31, 2006 pursuant to Section 13(a) of the  Securities  and Exchange Act of
1934, as amended (the "Exchange Act");

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
on Form 10-K referred to in (a) above; and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement  on Form 8-A filed with the  Commission  on November 23,
1998 (Commission File No. 000-25101).

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

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     None.

                                       3
Item 6.  Indemnification of Directors and Officers.

     Section  545.121 of the Office of Thrift  Supervision  ("OTS")  regulations
provides  indemnification for directors and officers of The Oneida Savings Bank.
Although  there are no  indemnification  provisions in the charter and bylaws of
the  Company,  all the  directors  and  officers  of the  Company  hold the same
position  with  The  Oneida  Savings  Bank and have  indemnification  under  OTS
regulations as described below.

     Generally,  federal  regulations  define areas for  indemnity  coverage for
federal savings associations 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 savings  association shall be
indemnified by the savings association for:

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

          (ii) Reasonable costs and expenses,  including  reasonable  attorneys'
     fees,  actually  paid or incurred by that person in  defending  or settling
     such action,  or in enforcing his or her rights under this section if he or
     she attains a favorable judgment in such enforcement action.

     (b)  Indemnification  shall be made to such person under  paragraph  (b) of
this Section only if:

          (i) Final judgment on the merits is in his or her favor; or

          (ii) In case of:

               a. Settlement,
               b. Final judgment against him or her, or
               c. Final judgment in his or her favor,  other than on the merits,
          if  a  majority  of  the   disinterested   directors  of  the  savings
          association  determine  that he or she 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
          he or she could reasonably have believed under the  circumstances  was
          in the  best  interest  of the  savings  association  or its  members.
          However, no indemnification shall be made unless the association gives
          the  Office  at least 60 days  notice  of its  intention  to make such
          indemnification. Such notice shall state the facts on which the action
          arose, the terms of any settlement,  and any disposition of the action
          by a court.  Such notice, a copy thereof,  and a certified copy of the
          resolution  containing  the  required  determination  by the  board of
          directors shall be sent to the Regional  Director,  who shall promptly
          acknowledge receipt thereof. The notice period shall run from the date
          of such  receipt.  No such  indemnification  shall  be made if the OTS
          advises the association in writing,  within such notice period, of its
          objection thereto.

     (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) "Court" includes,  without  limitation,  any court to which or in
     which any appeal or any proceeding for review is brought;

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

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

                                       4
Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  List of Exhibits.
Regulation S-K                                                         Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto
--------------                      --------                           ---------------------------
4        Form of Common Stock Certificate                              *

         5        Opinion of Luse Gorman Pomerenk & Schick, P.C.                Attached as Exhibit 5

         10       Oneida Financial Corp.2006 Stock-Based
                  Incentive Plan                                                **

         23.1     Consent of Luse Gorman Pomerenk & Schick, P.C.                Contained in Exhibit 5

         23.2     Consent of Crowe, Chizek and Company LLC                      Attached as Exhibit 23.2

         24       Power of Attorney                                             Contained on Signature Page
*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form S-1 (Commission File No.  333-63603),  originally filed by the Company
     under the  Securities  Act of 1933,  with the  Commission  on September 17,
     1998,  and all amendments or reports filed for the purpose of updating such
     description.

**   Incorporated  by reference to the proxy  statement for the  Company's  2006
     Annual Meeting of Stockholders  (Commission File No.  000-25101),  filed by
     the Company  under the  Securities  and Exchange Act of 1934,  on March 30,
     2006.

Item 9.  Undertakings.

     The undersigned Company hereby undertakes:

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

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

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

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

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange  Commission such

                                       5
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  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 Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the City of Oneida,  State of New
York, on this 21st day of June, 2006.

                                               ONEIDA FINANCIAL CORP.

                                        By:     /s/  Michael R. Kallet
                                                -------------------------------
                                                Michael R. Kallet, President and
                                                Chief Executive Officer
                                                (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of Oneida  Financial Corp. (the
"Company")  hereby  severally  constitute and appoint Michael R. Kallet,  as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities  indicated  below which said Michael R. Kallet may deem  necessary or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in connection with the registration of shares of common stock to be
granted  and  shares of common  stock to be issued  upon the  exercise  of stock
options to be granted under the Oneida  Financial  Corp.  2006  Recognition  and
Retention Plan, including specifically,  but not limited to, power and authority
to sign for 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  approve,  ratify and confirm  all that said  Michael R.
Kallet shall do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the date indicated.

Signatures                                  Title                       Date

/s/Michael R. Kallet                       President,              June 21, 2006
---------------------------     Chief Executive Officer and Director
Michael R. Kallet                 (Principal Executive Officer)

/s/ Eric E. Stickels               Executive Vice President        June 21, 2006
---------------------------      and Chief Financial Officer
Eric E. Stickels             (Principal Financial and Accounting Officer)

/s/Patricia D. Caprio                       Director               June 21, 2006
---------------------------
Patricia D. Caprio

/s/ Edward J. Clarke                        Director               June 21, 2006
---------------------------
Edward J. Clarke
/s/ Marlene C. Denney                       Director               June 21, 2006
---------------------------
Marlene C. Denney

/s/ John E. Haskell                         Director               June 21, 2006
---------------------------
John E. Haskell

/s/ Rodney D. Kent                          Director               June 21, 2006
---------------------------
Rodney D. Kent

/s/William D. Matthews                      Director               June 21, 2006
---------------------------
William D. Matthews

/s/ Michael A. Miravalle                    Director               June 21, 2006
---------------------------
Michael A. Miravalle

/s/ Richard B. Myers                        Director               June 21, 2006
---------------------------
Richard B. Myers

/s/ Gerald N. Volk                          Director               June 21, 2006
---------------------------
Gerald N. Volk

/s/ Frank O. White, Jr.                     Director               June 21, 2006
---------------------------
Frank O. White, Jr.
EXHIBIT INDEX

Exhibit Number             Description

     4         Form of Common Stock  Certificate  (incorporated  by reference to
               Exhibit 4 to the  Registration  Statement on Form S-1 (Commission
               File No.  333-63603),  originally  filed by the Company under the
               Securities Act of 1933 with the Commission on September 17, 1998,
               and all  amendments  or reports filed for the purpose of updating
               such description).

     5         Opinion of Luse Gorman Pomerenk & Schick, P.C.

     10        Oneida  Financial  Corp.  2006  Recognition  and  Retention  Plan
               (incorporated  by  reference  to  the  proxy  statement  for  the
               Company's 2006 Annual Meeting of  Stockholders  (Commission  File
               No.  000-25101),  filed by the Company under the  Securities  and
               Exchange Act of 1934, on March 30, 2006).

      23.1     Consent of Luse Gorman Pomerenk & Schick,  P.C. (contained in the
               opinion included as Exhibit 5).

      23.2     Consent of Crowe, Chizek and Company LLC.

      24       Power  of  Attorney  (contained  in the  signature  page  to this
               Registration Statement).
Exhibit 5
[LETTERHEAD OF LUSE GORMAN POMERENK & SCHICK]

(202) 274-2000

June 21, 2006

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

                  Re:      Oneida Financial Corp.
                           Registration Statement on Form S-8

Ladies and Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection with the registration of common stock, par value $0.01 per share (the
"Common Stock"), of Oneida Financial Corp. (the "Company") to be issued pursuant
to the Oneida Financial Corp. 2006 Recognition and Retention Plan (the "Plan").

     In rendering the opinion  expressed herein, we have reviewed the Charter of
the Company,  the Plan,  the Company's  Registration  Statement on Form S-8 (the
"Form S-8"),  as well as  applicable  statutes  and  regulations  governing  the
Company.  We have assumed the  authenticity,  accuracy and  completeness  of all
documents in connection with the opinion  expressed herein. We have also assumed
the legal  capacity and  genuineness  of the  signatures of persons  signing all
documents in connection with which the opinions expressed herein are rendered.

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

     Following  the  effectiveness  of the Form  S-8,  the  Common  Stock of the
Company,  when issued in accordance  with the terms and  conditions of the Plan,
will be legally issued, fully paid and non-assessable.

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

                                            Very truly yours,

                                            /s/ Luse Gorman Pomerenk & Schick
                                            -----------------------------------
                                            Luse Gorman Pomerenk & Schick,
                                            A Professional Corporation
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this  Registration  Statement of
Oneida  Financial  Corp on Form S-8 of our report dated February 16, 2006 on the
consolidated financial statements of Oneida Financial Corp appearing in the 2005
Form 10-K of Oneida Financial Corp.

                                        /s/ Crowe Chizek and Company LLC
                                        -----------------------------
                                        Crowe Chizek and Company LLC
Cleveland, OH
June 19, 2006