As filed with the Securities and Exchange Commission on June 24, 2003

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


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

       United States                                            75 - 3098403
-------------------------------                               ----------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                        3455 Forbes Avenue at McKee Place
                         Pittsburgh, Pennsylvania 15213
            ---------------------------------------------------------
                    (Address of principal executive offices)

                  Eureka Financial Corp. 1999 Stock Option Plan
                     Eureka Bank 1999 Restricted Stock Plan
            ---------------------------------------------------------
                            (Full Title of the Plans)

                                 Gary B. Pepper
                             Chief Financial Officer
                        3455 Forbes Avenue at McKee Place
                         Pittsburgh, Pennsylvania 15213
                                  412-681-8400
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
            ---------------------------------------------------------

<TABLE>
<CAPTION>
                               CALCULATION OF REGISTRATION FEE
=======================================================================================================

       Title of                         Proposed Maximum    Proposed Maximum
     Securities to      Amount to be        Offering       Aggregate Offering  Amount of Registration
     be Registered     Registered (1)  Price Per Share(2)       Price (2)             Fee (2)
     -------------     --------------  ------------------       ---------             -------

<S>                <C>                    <C>               <C>                    <C>
Common Stock
$0.10 par value        55,042 shares          $8.50             $467,857               $37.85
per share


Common Stock
$0.10 par value
per share              22,667 shares         $21.00             $476,007               $38.51

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

(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted  under the  Eureka  Financial  Corp.  1999  Stock  Option  Plan
         consists of 64,757  shares,  and under the Eureka Bank 1999  Restricted
         Stock  Plan  (the  "RSP")  consists  of 12,952  shares  which are being
         registered   under  this   Registration   Statement  and  for  which  a
         registration fee is being paid.  Additionally,  an indeterminate number
         of  additional  shares  which may be  offered  and  issued  to  prevent
         dilution  resulting  from  stock  splits,  stock  dividends  or similar
         transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 77,709  shares are being  registered
         hereby,  of which 55,042 shares are under option at a weighted  average
         exercise  price of $8.50 per share  ($467,857  in the  aggregate).  The
         remainder of such shares 22,667 shares consisting of 9,715 shares under
         the Stock Option Plan not subject to options and 12,952 shares  awarded
         under the RSP, 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 June 19, 2003, of $21.00 per share  ($476,007 in
         the aggregate), for a total offering of $943,864.

         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 77,709
shares of Eureka Financial Corp. (the "Company" or  "Registrant")  common stock,
$.10 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiary as  compensation  for services
in accordance with the Eureka Financial Corp. 1999 Stock Option Plan under which
64,757 shares are issuable, and the Eureka Bank 1999 Restricted Stock Plan under
which 12,952 shares are issuable (together,  the "Plans").  Documents containing
the information  required by Part I of this Registration  Statement will be sent
or given  to  participants  in the Plan as  specified  by Rule  428(b)(1).  Such
documents  are not  filed  with the  Securities  and  Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as prospectuses
or prospectus supplements pursuant to Rule 424, in reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act")  on  April  1,  2003  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  Form 8-K filed with the  Commission on April 1,
                  2003;

         (b)      The  Company's  Form 8-K/A filed with the  Commission on April
                  25, 2003;

         (c)      The  Company's  Form 8-K filed with the  Commission on May 11,
                  2003; and

         (d)      The  Company's  Form  10-QSB for the  quarter  ended March 31,
                  2003, as filed with the Commission.

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

Item 4.  Description of Securities.
------

         Not Applicable

                                       2
<PAGE>

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------

         Article XII of the Bylaws of the Company sets forth circumstances under
which directors, officers, employees and agents of the Company may be insured or
indemnified against liability which they incur in their capacities as such.

         Each  person who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he is or was a  Director,  officer or employee of the
Company or is or was  serving  at the  request  of the  Company  as a  Director,
Officer or employee of another  corporation or of a partnership,  joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan  (hereinafter  an  "indemnitee"),  whether the basis of such  proceeding is
alleged action in an official capacity as a Director,  officer or employee or in
any other  capacity while serving as a Director,  officer or employee,  shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Regulations of the Office of Thrift  Supervision,  as the same exists or may
hereafter  be  amended  against  all  expense,  liability  and  loss  (including
attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties and amounts
paid in  settlement)  reasonably  incurred  or suffered  by such  indemnitee  in
connection therewith.

         The right to  indemnification  conferred herein shall include the right
to be paid by the Company the expenses incurred in defending any such proceeding
in advance of its final  disposition,  to the fullest  extent  authorized by the
Regulations of the Office of Thrift  Supervision.  The rights to indemnification
and to the advancement of expenses conferred herein shall be contract rights and
such rights shall  continue as to an indemnitee who has ceased to be a Director,
officer or employee  and shall inure to the benefit of the  indemnitee's  heirs,
executors and administrators.


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;

                                       3
<PAGE>

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

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

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

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

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

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

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

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

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public  policy  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                       4

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Pittsburgh in the Commonwealth of  Pennsylvania,  on
the 23rd day of June 2003.

                                      Eureka Financial Corp.


                                      By:  /s/Edward F. Seserko
                                           -------------------------------------
                                           Edward F. Seserko
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                  POWER OF ATTORNEY

         We, the undersigned  directors and officers of Eureka  Financial Corp.,
do hereby  severally  constitute  and appoint  Edward F. Seserko 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 Edward F.  Seserko may
deem necessary or advisable to enable Eureka Financial Corp., to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission,  in connection with the Registration
Statement on Form S-8 relating to the registrant,  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  Edward F.  Seserko  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 on June 23, 2003.


/s/Edward F. Seserko                                  /s/Robert J. Malone
-------------------------------------                 ---------------------
Edward F. Seserko                                     Robert J. Malone
President and Chief Executive Officer                 Chairman of the Board
(Principal Executive Officer)


/s/Mark B. Devlin                                     /s/Paul M. Matvey
-------------------------------------                 ---------------------
Mark B. Devlin                                        Paul M. Matvey
Director                                              Director


/s/William F. Ryan                                    /s/Dennis P. McManus
-------------------------------------                 ---------------------
William F. Ryan                                       Dennis P. McManus
Director                                              Director


/s/Gary B. Pepper
-------------------------------------
Gary B. Pepper
Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)

<PAGE>

                                INDEX TO EXHIBITS


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


     4.1        Eureka Financial Corp. 1999 Stock Option Plan


     4.2        Eureka Bank 1999 Restricted Stock Plan


     4.3        Form of Stock Option Agreement to be entered into with
                respect to Stock Options under the Stock Option Plan


     4.4        Form of Restricted Stock Award Agreement


     4.5        Form of Stock Award Tax Notice


     5.1        Opinion of Malizia Spidi & Fisch, PC as to the validity of the
                Common Stock being registered


    23.1        Consent of Malizia Spidi & Fisch, PC (appears in their opinion
                filed as Exhibit 5.1)


    23.2        Consent of Edwards, Sauer & Owens


     24         Reference is made to the Signatures section of this
                Registration Statement for the Power of Attorney contained
                therein
[{"type": "S-8", "sequence": "1", "filename": "s8_062403-0244.txt", "description": "FORM", "secsgml_size_bytes": 19742}]
{"company-data": {"conformed-name": "EUREKA FINANCIAL CORP", "cik": "0001224549", "assigned-sic": "6035", "irs-number": "753098403", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-106402", "film-number": "03754426"}, "business-address": {"street1": "5455 FORBES AVENUE AT MCKEE PLACE", "city": "PITTSBURGH", "state": "PA", "zip": "15213", "phone": "4126818400"}, "mail-address": {"street1": "9455 FORBES AVE OAT MCKEE PLACE", "city": "PITTSBURGH", "state": "PA", "zip": "15213"}}
As filed with the Securities and Exchange Commission on June 24, 2003

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

       United States                                            75 - 3098403
-------------------------------                               ----------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                        3455 Forbes Avenue at McKee Place
                         Pittsburgh, Pennsylvania 15213
            ---------------------------------------------------------
                    (Address of principal executive offices)

                  Eureka Financial Corp. 1999 Stock Option Plan
                     Eureka Bank 1999 Restricted Stock Plan
            ---------------------------------------------------------
                            (Full Title of the Plans)

                                 Gary B. Pepper
                             Chief Financial Officer
                        3455 Forbes Avenue at McKee Place
                         Pittsburgh, Pennsylvania 15213
                                  412-681-8400
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
            ---------------------------------------------------------
CALCULATION OF REGISTRATION FEE
=======================================================================================================

       Title of                         Proposed Maximum    Proposed Maximum
     Securities to      Amount to be        Offering       Aggregate Offering  Amount of Registration
     be Registered     Registered (1)  Price Per Share(2)       Price (2)             Fee (2)
     -------------     --------------  ------------------       ---------             -------
Common Stock
$0.10 par value        55,042 shares          $8.50             $467,857               $37.85
per share

Common Stock
$0.10 par value
per share              22,667 shares         $21.00             $476,007               $38.51

======================================== ===============================================================
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted  under the  Eureka  Financial  Corp.  1999  Stock  Option  Plan
         consists of 64,757  shares,  and under the Eureka Bank 1999  Restricted
         Stock  Plan  (the  "RSP")  consists  of 12,952  shares  which are being
         registered   under  this   Registration   Statement  and  for  which  a
         registration fee is being paid.  Additionally,  an indeterminate number
         of  additional  shares  which may be  offered  and  issued  to  prevent
         dilution  resulting  from  stock  splits,  stock  dividends  or similar
         transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 77,709  shares are being  registered
         hereby,  of which 55,042 shares are under option at a weighted  average
         exercise  price of $8.50 per share  ($467,857  in the  aggregate).  The
         remainder of such shares 22,667 shares consisting of 9,715 shares under
         the Stock Option Plan not subject to options and 12,952 shares  awarded
         under the RSP, 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 June 19, 2003, of $21.00 per share  ($476,007 in
         the aggregate), for a total offering of $943,864.

         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 77,709
shares of Eureka Financial Corp. (the "Company" or  "Registrant")  common stock,
$.10 par value per share (the "Common  Stock")  issuable to employees,  officers
and directors of the Registrant or its subsidiary as  compensation  for services
in accordance with the Eureka Financial Corp. 1999 Stock Option Plan under which
64,757 shares are issuable, and the Eureka Bank 1999 Restricted Stock Plan under
which 12,952 shares are issuable (together,  the "Plans").  Documents containing
the information  required by Part I of this Registration  Statement will be sent
or given  to  participants  in the Plan as  specified  by Rule  428(b)(1).  Such
documents  are not  filed  with the  Securities  and  Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as prospectuses
or prospectus supplements pursuant to Rule 424, in reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act")  on  April  1,  2003  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  Form 8-K filed with the  Commission on April 1,
                  2003;

         (b)      The  Company's  Form 8-K/A filed with the  Commission on April
                  25, 2003;

         (c)      The  Company's  Form 8-K filed with the  Commission on May 11,
                  2003; and

         (d)      The  Company's  Form  10-QSB for the  quarter  ended March 31,
                  2003, as filed with the Commission.

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

Item 4.  Description of Securities.
------

         Not Applicable

                                       2
Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------

         Article XII of the Bylaws of the Company sets forth circumstances under
which directors, officers, employees and agents of the Company may be insured or
indemnified against liability which they incur in their capacities as such.

         Each  person who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he is or was a  Director,  officer or employee of the
Company or is or was  serving  at the  request  of the  Company  as a  Director,
Officer or employee of another  corporation or of a partnership,  joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan  (hereinafter  an  "indemnitee"),  whether the basis of such  proceeding is
alleged action in an official capacity as a Director,  officer or employee or in
any other  capacity while serving as a Director,  officer or employee,  shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Regulations of the Office of Thrift  Supervision,  as the same exists or may
hereafter  be  amended  against  all  expense,  liability  and  loss  (including
attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties and amounts
paid in  settlement)  reasonably  incurred  or suffered  by such  indemnitee  in
connection therewith.

         The right to  indemnification  conferred herein shall include the right
to be paid by the Company the expenses incurred in defending any such proceeding
in advance of its final  disposition,  to the fullest  extent  authorized by the
Regulations of the Office of Thrift  Supervision.  The rights to indemnification
and to the advancement of expenses conferred herein shall be contract rights and
such rights shall  continue as to an indemnitee who has ceased to be a Director,
officer or employee  and shall inure to the benefit of the  indemnitee's  heirs,
executors and administrators.

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;

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

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

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

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

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

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

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

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

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public  policy  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                       4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Pittsburgh in the Commonwealth of  Pennsylvania,  on
the 23rd day of June 2003.

                                      Eureka Financial Corp.

                                      By:  /s/Edward F. Seserko
                                           -------------------------------------
                                           Edward F. Seserko
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                  POWER OF ATTORNEY

         We, the undersigned  directors and officers of Eureka  Financial Corp.,
do hereby  severally  constitute  and appoint  Edward F. Seserko 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 Edward F.  Seserko may
deem necessary or advisable to enable Eureka Financial Corp., to comply with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission,  in connection with the Registration
Statement on Form S-8 relating to the registrant,  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  Edward F.  Seserko  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 on June 23, 2003.

/s/Edward F. Seserko                                  /s/Robert J. Malone
-------------------------------------                 ---------------------
Edward F. Seserko                                     Robert J. Malone
President and Chief Executive Officer                 Chairman of the Board
(Principal Executive Officer)

/s/Mark B. Devlin                                     /s/Paul M. Matvey
-------------------------------------                 ---------------------
Mark B. Devlin                                        Paul M. Matvey
Director                                              Director

/s/William F. Ryan                                    /s/Dennis P. McManus
-------------------------------------                 ---------------------
William F. Ryan                                       Dennis P. McManus
Director                                              Director

/s/Gary B. Pepper
-------------------------------------
Gary B. Pepper
Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)
INDEX TO EXHIBITS

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

     4.1        Eureka Financial Corp. 1999 Stock Option Plan

     4.2        Eureka Bank 1999 Restricted Stock Plan

     4.3        Form of Stock Option Agreement to be entered into with
                respect to Stock Options under the Stock Option Plan

     4.4        Form of Restricted Stock Award Agreement

     4.5        Form of Stock Award Tax Notice

     5.1        Opinion of Malizia Spidi & Fisch, PC as to the validity of the
                Common Stock being registered

    23.1        Consent of Malizia Spidi & Fisch, PC (appears in their opinion
                filed as Exhibit 5.1)

    23.2        Consent of Edwards, Sauer & Owens

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