As filed with the Securities and Exchange Commission on March 3, 1999.
                                            Registration No. 333-_______________
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                               WSB Holding Company
             ----------------------------------------------------
            (Exact name of Registrant as specified in its charter)

        Pennsylvania                                          23-2908963
-------------------------------                        -------------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)


                               807 Middle Street
                         Pittsburgh, Pennsylvania 15212
                    ----------------------------------------
                    (Address of principal executive offices)

                   WSB Holding Company 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
==========================================================================================================================
Title of                                                Proposed               Proposed Maximum              Amount of
Securities to                 Amount to be          Maximum Offering          Aggregate Offering            Registration
be Registered                Registered(1)           Price Per Share              Price (2)                   Fee (2)
-------------                -------------           ---------------              ----------                 --------
<S>                         <C>                           <C>                     <C>                        <C>    
Common Stock
$0.10 par value                                   
per share                    33,060 shares                 (2)                     $478,545                   $133.04
==========================================================================================================================
</TABLE>

(1)      The maximum number of shares of common stock issuable upon awards to be
         granted  under the WSB  Holding  Company  1998 Stock  Option  Plan (the
         "Plan") consists of 33,060 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,
         dividends or similar transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 33,060  shares are being  registered
         hereby,  of which 21,820 shares are under option at a weighted  average
         exercise  price of $15.75 per share  ($343,665 in the  aggregate).  The
         remainder of such shares,  which are not  presently  subject to options
         (11,240 shares), are being registered based upon the average of the bid
         and ask prices of the Common Stock of the Registrant as reported on the
         OTC Bulletin  Board on February 27, 1999 of $12.00 per share  ($134,880
         in the aggregate) for a total offering of $478,545.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.


<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------
         *This  Registration  Statement  relates to the  registration  of 33,060
shares of WSB Holding Company (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 WSB Holding  Company 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  August  19,  1997 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. 333-29389)
filed with the Commission on June 17, 1997 and amendments thereto;

         (b) The  Company's  Annual  Report on Form  10-KSB for the fiscal  year
ended June 30, 1998, as filed with the Commission;

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

         (d) The Company's  Definitive  Proxy  Statement  related to the special
meeting of stockholders held on March 16, 1998, as filed with the Commission;

         (e) The Company's Definitive Proxy Statement related to the 1998 Annual
Meeting of stockholders, as filed with the Commission; and

         (f) 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
August 19, 1997.

         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


<PAGE>


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

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.



<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.

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

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

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

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

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

provided  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do 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
1934 Act that are incorporated by reference in the Registration Statement.

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

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

                  (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 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


<PAGE>


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

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  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.


<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Pittsburgh in the Commonwealth of Pennsylvania, as of
March 3, 1999.

                                           WSB HOLDING COMPANY



                                      By:  /s/ Robert Neudorfer             
                                           -------------------------------------
                                           Robert Neudorfer
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)


                                POWER OF ATTORNEY

         We,  the undersigned  directors and officers of WSB Holding Company, do
hereby severally  constitute and appoint Robert Neudorfer 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 Robert Neudorfer may deem
necessary  or  advisable  to enable  WSB  Holding  Company,  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 Robert Neudorfer 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/ Robert Neudorfer                        /s/ Joseph J. Manfred
----------------------------------          ------------------------------------
Robert Neudorfer                            Joseph J. Manfred
President, Chief Executive Officer          Chairman of the Board 
  and Director 
(Principal Executive and Financial
  Officer)

Date: March 3, 1999                         Date: March 3, 1999                
      ----------------------------                ------------------------------


/s/ Ronald W. Moreschi                       /s/ Stanford H. Rosenberg
----------------------------------           -----------------------------------
Ronald W. Moreschi                           Stanford H. Rosenberg
Treasurer and Chief Financial                Vice President and Director
Officer  
(Principal Accounting Officer)


Date: March 3, 1999                          Date: March 3, 1999
      ----------------------------                 -----------------------------


<PAGE>



/s/ John P. Mueller                          /s/ Johanna C. Guehl
----------------------------------           -----------------------------------
John P. Mueller                              Johanna C. Guehl
Director                                     Director


Date: March 3, 1999                          Date: March 3, 1999     
      ----------------------------                 -----------------------------


/s/ John T. Ringland  
----------------------------------
John T. Ringland
Director

Date: March 3, 1999                                           
      ----------------------------

<PAGE>


                                INDEX TO EXHIBITS


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

   4.1          WSB Holding Company
                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 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)

  23.2          Consent of Stokes, Kelly & Hinds, LLC

   24           Reference is made to the Signatures section of this
                Registration Statement for the Power of Attorney
                contained therein
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20904}]
{"company-data": {"conformed-name": "WSB HOLDING CO", "cik": "0001040790", "assigned-sic": "6035", "irs-number": "232908963", "state-of-incorporation": "PA", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73279", "film-number": "99556145"}, "business-address": {"street1": "807 MIDDLE STREET", "city": "PITTSBURGH", "state": "PA", "zip": "15212", "phone": "4122317297"}}
As filed with the Securities and Exchange Commission on March 3, 1999.
                                            Registration No. 333-_______________
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               WSB Holding Company
             ----------------------------------------------------
            (Exact name of Registrant as specified in its charter)

        Pennsylvania                                          23-2908963
-------------------------------                        -------------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                               807 Middle Street
                         Pittsburgh, Pennsylvania 15212
                    ----------------------------------------
                    (Address of principal executive offices)

                   WSB Holding Company 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
==========================================================================================================================
Title of                                                Proposed               Proposed Maximum              Amount of
Securities to                 Amount to be          Maximum Offering          Aggregate Offering            Registration
be Registered                Registered(1)           Price Per Share              Price (2)                   Fee (2)
-------------                -------------           ---------------              ----------                 --------
Common Stock
$0.10 par value                                   
per share                    33,060 shares                 (2)                     $478,545                   $133.04
==========================================================================================================================
(1)      The maximum number of shares of common stock issuable upon awards to be
         granted  under the WSB  Holding  Company  1998 Stock  Option  Plan (the
         "Plan") consists of 33,060 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,
         dividends or similar transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 33,060  shares are being  registered
         hereby,  of which 21,820 shares are under option at a weighted  average
         exercise  price of $15.75 per share  ($343,665 in the  aggregate).  The
         remainder of such shares,  which are not  presently  subject to options
         (11,240 shares), are being registered based upon the average of the bid
         and ask prices of the Common Stock of the Registrant as reported on the
         OTC Bulletin  Board on February 27, 1999 of $12.00 per share  ($134,880
         in the aggregate) for a total offering of $478,545.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------
         *This  Registration  Statement  relates to the  registration  of 33,060
shares of WSB Holding Company (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 WSB Holding  Company 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  August  19,  1997 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. 333-29389)
filed with the Commission on June 17, 1997 and amendments thereto;

         (b) The  Company's  Annual  Report on Form  10-KSB for the fiscal  year
ended June 30, 1998, as filed with the Commission;

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

         (d) The Company's  Definitive  Proxy  Statement  related to the special
meeting of stockholders held on March 16, 1998, as filed with the Commission;

         (e) The Company's Definitive Proxy Statement related to the 1998 Annual
Meeting of stockholders, as filed with the Commission; and

         (f) 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
August 19, 1997.

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

Item 4.  Description of Securities.
------
         Not Applicable

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.
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 1933 Act;

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

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

provided  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do 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
1934 Act that are incorporated by reference in the Registration Statement.

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

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

                  (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 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  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.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Pittsburgh in the Commonwealth of Pennsylvania, as of
March 3, 1999.

                                           WSB HOLDING COMPANY

                                      By:  /s/ Robert Neudorfer             
                                           -------------------------------------
                                           Robert Neudorfer
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We,  the undersigned  directors and officers of WSB Holding Company, do
hereby severally  constitute and appoint Robert Neudorfer 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 Robert Neudorfer may deem
necessary  or  advisable  to enable  WSB  Holding  Company,  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 Robert Neudorfer 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/ Robert Neudorfer                        /s/ Joseph J. Manfred
----------------------------------          ------------------------------------
Robert Neudorfer                            Joseph J. Manfred
President, Chief Executive Officer          Chairman of the Board 
  and Director 
(Principal Executive and Financial
  Officer)

Date: March 3, 1999                         Date: March 3, 1999                
      ----------------------------                ------------------------------

/s/ Ronald W. Moreschi                       /s/ Stanford H. Rosenberg
----------------------------------           -----------------------------------
Ronald W. Moreschi                           Stanford H. Rosenberg
Treasurer and Chief Financial                Vice President and Director
Officer  
(Principal Accounting Officer)

Date: March 3, 1999                          Date: March 3, 1999
      ----------------------------                 -----------------------------
/s/ John P. Mueller                          /s/ Johanna C. Guehl
----------------------------------           -----------------------------------
John P. Mueller                              Johanna C. Guehl
Director                                     Director

Date: March 3, 1999                          Date: March 3, 1999     
      ----------------------------                 -----------------------------

/s/ John T. Ringland  
----------------------------------
John T. Ringland
Director

Date: March 3, 1999                                           
      ----------------------------
INDEX TO EXHIBITS

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

   4.1          WSB Holding Company
                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 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)

  23.2          Consent of Stokes, Kelly & Hinds, LLC

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