As filed with the Securities and Exchange Commission on July 1, 1999.
                                            Registration No. 333-_______________

                       SECURITIES AND EXCHANGE COMMISSION
--------------------------------------------------------------------------------
                             Washington, D.C. 20549

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

                        -------------------------------
                             Steelton Bancorp, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Pennsylvania                                           25-1830745
--------------------------------                           --------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                              51 South Front Street
                          Steelton, Pennsylvania 17113
                                 (717) 939-1966
                    ----------------------------------------
                    (Address of principal executive offices)

                          Mechanics Savings & Loan FSA
               Employees' Savings & Profit Sharing Plan and Trust

               --------------------------------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                       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
================================================================================
Title of                        Proposed Maximum  Proposed Maximum   Amount of
Securities to    Amount to be  Offering Price Per  Offering Price  Registration
be Registered(1) Registered(2)      Share(3)            (4)            Fee
---------------- ------------- ------------------ ---------------- -------------
Common Stock
$0.10 par value
per share           15,000           $10.00           $150,000        $41.70

================================================================================
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the Mechanics  Savings & Loan FSA Employees'
     Savings & Profit Sharing Plan and Trust (the "Plan"), as described herein.
(2)  Estimates the maximum number of shares expected to be issued under the Plan
     assuming that all employer and employee  contributions to the Plan are used
     to  purchase  shares  of  Common  Stock  of  Steelton  Bancorp,  Inc.  (the
     "Company"),  together with an  indeterminate  number of shares which may be
     necessary  to adjust  the  number  of  additional  shares  of Common  Stock
     reserved for issuance pursuant to the Plan and being registered  herein, as
     the   result  of  a  stock   split,   stock   dividend,   reclassification,
     recapitalization,  or  similar  adjustment(s)  of the  Common  Stock of the
     Company.
(3)  Estimated  solely for the purpose of calculating the  registration  fee and
     calculated pursuant to Rule 457(c) based on the maximum  subscription price
     of $10.00  per  share of the  Common  Stock of the  Company,  as  currently
     offered in the stock issuance described herein.
(4)  Estimated based on (2) and (3) above.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933.


<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 15,000
shares of Common Stock,  $0.10 par value per share,  of Steelton  Bancorp,  Inc.
(the "Company") reserved for issuance and delivery under the Mechanics Savings &
Loan FSA  Employees'  Savings  & Profit  Sharing  Plan and Trust  (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  June  25,  1999  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  Registration  Statement on Form SB-2 (No. 333-74279)
filed with the Commission on March 11, 1999 and amendments thereto;

         (b) The Company's Quarterly Report on Form 10-QSB for the period ending
March 31, 1999, as filed with the Commission; 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
June 25, 1999.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.


                                      -2-
<PAGE>

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         Sections 1741 through 1747 of the Pennsylvania Business Corporation Law
provide that an officer,  director,  employee or agent may be indemnified by the
Company  from and against  expenses,  judgments,  fines,  settlements  and other
amounts actually and reasonably incurred in connection with threatened,  pending
or  contemplated  proceedings  (other  than an  action by or in the right of the
Company)  if such  person  acted in good faith and in a manner  that such person
reasonably  believes  to be in, or not  opposed  to, the best  interests  of the
Company.

         Provisions regarding indemnification of directors,  officers, employees
or agents of the Company are contained in Article 10 of the  Company's  Articles
of Incorporation.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act of 1933, as amended.

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

         The Company may purchase and maintain insurance on behalf of any person
who is or was a director,  officer,  employee,  or agent of the Company or is or
was serving at the request of the Company as a director,  officer,  employee, or
agent of  another  corporation,  partnership,  joint  venture,  trust,  or other
enterprise against any liability asserted against the person and incurred by the
person in any such capacity or arising out of his status as such, whether or not
the Company would have the power to indemnify the person  against such liability
under the provisions of the Certificate of Incorporation.

         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.


                                      -3-
<PAGE>

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.

         In lieu of an opinion of counsel  concerning the Plan's compliance with
the requirements of ERISA,  the Company hereby  undertakes that it has submitted
the Plan and any amendment  thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes  required by the IRS in order to qualify
the Plan.

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) 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-

<PAGE>

         (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.



                                      -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 Steelton in the Commonwealth of Pennsylvania,  as of
June 30, 1999.

                                    STEELTON BANCORP, INC.


                                    By: /s/ Harold E. Stremmel
                                       -----------------------------------------
                                        Harold E. Stremmel
                                        Executive Vice President and
                                          Chief Executive Officer
                                          (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of Steelton Bancorp,  Inc.,
do hereby  severally  constitute  and appoint Harold E. Stremmel 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 Harold E. Stremmel may
deem necessary or advisable to enable Steelton Bancorp, Inc., to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the  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  Harold E.  Stremmel  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/ Marino Falcone                      /s/ Harold E. Stremmel
-----------------------------------     ------------------------------
    Marino Falcone                      Harold E. Stremmel
      President, Director                 Executive Vice President,CEO, Director



Date: June 30, 1999                     Date: June 30, 1999
      -------------                           -------------


/s/ James F. Stone                      /s/ Joseph A. Wiedeman
-----------------------------------     ----------------------------------------
James F. Stone                              Joseph A. Wiedeman
  Vice President, Director                    Treasurer, Director


Date: June 30, 1999                      Date: June 30, 1999
      -------------                            -------------
<PAGE>


/s/ Victor J. Segina
-----------------------------------     ----------------------------------------
Victor J. Segina                             Richard E. Farina
  Secretary, Director                          Director

Date: June 30, 1999                     Date:
      -------------                           -------------


/s/ James S. Nelson                     /s/ Shannon Aylesworth
-----------------------------------     ----------------------------------------
James S. Nelson                             Shannon Aylesworth
Senior Vice President, Director               Vice President and
                                              Chief Financial Officer
                                              (Principal Financial and
                                                    Accounting Officer)

Date: June 30, 1999                     Date: June 30, 1999
      -------------                           -------------


<PAGE>




                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
undersigned  trustee of the Mechanics  Savings & Loan FSA  Employees'  Savings &
Profit Sharing Plan and Trust has duly caused this registration  statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Steelton, Commonwealth of Pennsylvania, on this 30th day of June, 1999.



                                       Mechanics Savings & Loan FSA
                                       Employees' Savings & Profit Sharing Plan
                                       and Trust

                                       By /s/ James S. Nelson
                                       -----------------------------------------
                                       Its Senior Vice President
                                           -------------------------------------
                                       As Plan Administrator on behalf of
                                       Mechanics Savings & Loan FSA




<PAGE>






                                INDEX TO EXHIBITS




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

4.1  Mechanics Savings & Loan FSA Employees' Savings and Profit Sharing Plan and
     Trust Basic Plan Document

4.2  Mechanics Savings & Loan FSA Employees' Savings and Profit Sharing Plan and
     Trust Adoption Agreement

4.3  Summary Plan Description of the Plan

4.4  Trust Document for the Plan

5.1  Favorable  determination  letter dated June 26, 1998,  confirming
     that the Plan is  qualified  under  Section  401 of the  Internal
     Revenue Code of 1986, as amended

23.1 Consent of McKonly & Asbury LLP
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21024}]
{"company-data": {"conformed-name": "STEELTON BANCORP INC", "cik": "0001081212", "assigned-sic": "6035", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82043", "film-number": "99657549"}, "business-address": {"street1": "51 SOUTH FRONT STREET", "city": "STEELTON", "state": "PA", "zip": "17113", "phone": "7179391966"}, "mail-address": {"street1": "51 SOUTH FRONT STREET", "city": "STEELTON", "state": "PA", "zip": "17113"}}
As filed with the Securities and Exchange Commission on July 1, 1999.
                                            Registration No. 333-_______________

                       SECURITIES AND EXCHANGE COMMISSION
--------------------------------------------------------------------------------
                             Washington, D.C. 20549

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

                        -------------------------------
                             Steelton Bancorp, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Pennsylvania                                           25-1830745
--------------------------------                           --------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                              51 South Front Street
                          Steelton, Pennsylvania 17113
                                 (717) 939-1966
                    ----------------------------------------
                    (Address of principal executive offices)

                          Mechanics Savings & Loan FSA
               Employees' Savings & Profit Sharing Plan and Trust

               --------------------------------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                       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
================================================================================
Title of                        Proposed Maximum  Proposed Maximum   Amount of
Securities to    Amount to be  Offering Price Per  Offering Price  Registration
be Registered(1) Registered(2)      Share(3)            (4)            Fee
---------------- ------------- ------------------ ---------------- -------------
Common Stock
$0.10 par value
per share           15,000           $10.00           $150,000        $41.70

================================================================================
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the Mechanics  Savings & Loan FSA Employees'
     Savings & Profit Sharing Plan and Trust (the "Plan"), as described herein.
(2)  Estimates the maximum number of shares expected to be issued under the Plan
     assuming that all employer and employee  contributions to the Plan are used
     to  purchase  shares  of  Common  Stock  of  Steelton  Bancorp,  Inc.  (the
     "Company"),  together with an  indeterminate  number of shares which may be
     necessary  to adjust  the  number  of  additional  shares  of Common  Stock
     reserved for issuance pursuant to the Plan and being registered  herein, as
     the   result  of  a  stock   split,   stock   dividend,   reclassification,
     recapitalization,  or  similar  adjustment(s)  of the  Common  Stock of the
     Company.
(3)  Estimated  solely for the purpose of calculating the  registration  fee and
     calculated pursuant to Rule 457(c) based on the maximum  subscription price
     of $10.00  per  share of the  Common  Stock of the  Company,  as  currently
     offered in the stock issuance described herein.
(4)  Estimated based on (2) and (3) above.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933.
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 15,000
shares of Common Stock,  $0.10 par value per share,  of Steelton  Bancorp,  Inc.
(the "Company") reserved for issuance and delivery under the Mechanics Savings &
Loan FSA  Employees'  Savings  & Profit  Sharing  Plan and Trust  (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  June  25,  1999  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  Registration  Statement on Form SB-2 (No. 333-74279)
filed with the Commission on March 11, 1999 and amendments thereto;

         (b) The Company's Quarterly Report on Form 10-QSB for the period ending
March 31, 1999, as filed with the Commission; 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
June 25, 1999.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

                                      -2-
Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         Sections 1741 through 1747 of the Pennsylvania Business Corporation Law
provide that an officer,  director,  employee or agent may be indemnified by the
Company  from and against  expenses,  judgments,  fines,  settlements  and other
amounts actually and reasonably incurred in connection with threatened,  pending
or  contemplated  proceedings  (other  than an  action by or in the right of the
Company)  if such  person  acted in good faith and in a manner  that such person
reasonably  believes  to be in, or not  opposed  to, the best  interests  of the
Company.

         Provisions regarding indemnification of directors,  officers, employees
or agents of the Company are contained in Article 10 of the  Company's  Articles
of Incorporation.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the Securities Act of 1933, as amended.

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

         The Company may purchase and maintain insurance on behalf of any person
who is or was a director,  officer,  employee,  or agent of the Company or is or
was serving at the request of the Company as a director,  officer,  employee, or
agent of  another  corporation,  partnership,  joint  venture,  trust,  or other
enterprise against any liability asserted against the person and incurred by the
person in any such capacity or arising out of his status as such, whether or not
the Company would have the power to indemnify the person  against such liability
under the provisions of the Certificate of Incorporation.

         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.

                                      -3-
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.

         In lieu of an opinion of counsel  concerning the Plan's compliance with
the requirements of ERISA,  the Company hereby  undertakes that it has submitted
the Plan and any amendment  thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make all changes  required by the IRS in order to qualify
the Plan.

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) 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-
(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.

                                      -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 Steelton in the Commonwealth of Pennsylvania,  as of
June 30, 1999.

                                    STEELTON BANCORP, INC.

                                    By: /s/ Harold E. Stremmel
                                       -----------------------------------------
                                        Harold E. Stremmel
                                        Executive Vice President and
                                          Chief Executive Officer
                                          (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of Steelton Bancorp,  Inc.,
do hereby  severally  constitute  and appoint Harold E. Stremmel 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 Harold E. Stremmel may
deem necessary or advisable to enable Steelton Bancorp, Inc., to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the  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  Harold E.  Stremmel  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/ Marino Falcone                      /s/ Harold E. Stremmel
-----------------------------------     ------------------------------
    Marino Falcone                      Harold E. Stremmel
      President, Director                 Executive Vice President,CEO, Director

Date: June 30, 1999                     Date: June 30, 1999
      -------------                           -------------

/s/ James F. Stone                      /s/ Joseph A. Wiedeman
-----------------------------------     ----------------------------------------
James F. Stone                              Joseph A. Wiedeman
  Vice President, Director                    Treasurer, Director

Date: June 30, 1999                      Date: June 30, 1999
      -------------                            -------------
/s/ Victor J. Segina
-----------------------------------     ----------------------------------------
Victor J. Segina                             Richard E. Farina
  Secretary, Director                          Director

Date: June 30, 1999                     Date:
      -------------                           -------------

/s/ James S. Nelson                     /s/ Shannon Aylesworth
-----------------------------------     ----------------------------------------
James S. Nelson                             Shannon Aylesworth
Senior Vice President, Director               Vice President and
                                              Chief Financial Officer
                                              (Principal Financial and
                                                    Accounting Officer)

Date: June 30, 1999                     Date: June 30, 1999
      -------------                           -------------
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
undersigned  trustee of the Mechanics  Savings & Loan FSA  Employees'  Savings &
Profit Sharing Plan and Trust has duly caused this registration  statement to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of Steelton, Commonwealth of Pennsylvania, on this 30th day of June, 1999.

                                       Mechanics Savings & Loan FSA
                                       Employees' Savings & Profit Sharing Plan
                                       and Trust

                                       By /s/ James S. Nelson
                                       -----------------------------------------
                                       Its Senior Vice President
                                           -------------------------------------
                                       As Plan Administrator on behalf of
                                       Mechanics Savings & Loan FSA
INDEX TO EXHIBITS

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

4.1  Mechanics Savings & Loan FSA Employees' Savings and Profit Sharing Plan and
     Trust Basic Plan Document

4.2  Mechanics Savings & Loan FSA Employees' Savings and Profit Sharing Plan and
     Trust Adoption Agreement

4.3  Summary Plan Description of the Plan

4.4  Trust Document for the Plan

5.1  Favorable  determination  letter dated June 26, 1998,  confirming
     that the Plan is  qualified  under  Section  401 of the  Internal
     Revenue Code of 1986, as amended

23.1 Consent of McKonly & Asbury LLP