<PAGE>
 
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                            SCOTLAND BANCORP, INC.
            (Exact name of Registrant as specified in its charter)

        North Carolina                                           56-1955133
 (State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                             505 South Main Street
                       Laurinburg, North Carolina 28352
                   (Address of Principal Executive Offices)

                   SCOTLAND BANCORP, INC. STOCK OPTION PLAN
                           (Full title of the Plans)

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

                     WILLIAM C. FITZGERALD, III, President
                            Scotland Bancorp, Inc.
                             505 South Main Street
                       Laurinburg, North Carolina 28352
                                (910) 276-2703
  (Name and address, including zip code, and telephone number, including area
                          code, of agent for service)

                                  Copies to:
                             EDWARD C. WINSLOW III
                                JEAN C. BROOKS
                           Brooks, Pierce, McLendon,
                          Humphrey & Leonard, L.L.P.
                            2000 Renaissance Plaza
                             Post Office Box 26000
                       Greensboro, North Carolina 27420

                        CALCULATION OF REGISTRATION FEE
<TABLE> 
<CAPTION>
================================================================================================
Title of Securities           Amount to be   Proposed Maximum   Proposed Maximum     Amount of
to be Registered              Registered/1/   Offering Price   Aggregate Offering   Registration
                                                 Per Unit           Price/4/            Fee
------------------------------------------------------------------------------------------------
<S>                           <C>            <C>               <C>                  <C>
Common Stock, no par value       184,000/2/     $15.625/3/       $2,875,000           $871.21
================================================================================================
</TABLE>
                           (Footnotes on Next Page)

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

     /1/Together with an indeterminate number of additional shares which may
be necessary to adjust the number of shares reserved for issuance pursuant to
the Scotland Bancorp, Inc. Stock Option Plan ("Stock Option Plan") as a result
of a reclassification, reorganization, recapitalization, stock split, stock
dividend or similar occurrence which makes an adjustment of shares just and
appropriate.

     /2/Represents the total number of shares which may be issued pursuant to
options granted under the Stock Option Plan.

     /3/Assumes a value per share underlying options granted under the Stock
Option Plan equal to $15.625, which was the price per share paid on May, 12,
1997, which was the closing market price of Scotland Bancorp, Inc. common stock
on the American Stock Exchange on May 12, 1997.

     /4/Estimated total for the purposes of calculating the registration fee
in accordance with Rule 457(c) and (h).
================================================================================
<PAGE>
 
                                     Part I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  Item I.  Plan Information.

       This Registration Statement on Form S-8 relates to the registration of up
  to 184,000 shares of common stock, no par value, of Scotland Bancorp, Inc.
  (the "Registrant") which are reserved for issuance pursuant to options which
  have been granted under the Scotland Bancorp, Inc. Stock Option Plan ("Stock
  Option Plan").  This Registration Statement also relates to an indeterminent
  number of additional shares which may be necessary to adjust the number of
  shares reserved for issuance pursuant to the Stock Option Plan as a result of
  a reclassification, reorganization, recapitalization, stock split, stock
  dividend or similar occurrence which makes an adjustment of shares just and
  appropriate. Documents containing the information specified in Part I of Form
  S-8 will be sent or given to the participants in the Stock Option 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.

  Item 2.  Registration Information and Employee Plan Annual Information.

       The required statement is contained in the prospectus to be delivered
  pursuant to Part I of this Registration Statement as specified by Rule
  428(b)(1).

                                    Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Item 3.  Incorporation of Documents by Reference.

       The following documents filed with the Commission are incorporated herein
  by reference:

       (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
           ended September 30, 1996.

       (b) The Registrant's Quarterly Report on Form 10-QSB for the quarters
           ended December 31, 1996 and March 31,1997.

       (c) The description of the Registrant's Common Stock contained in the
           Registrant's S-1 Registration Statement, Registration No. 33-99916,
           incorporated by reference in the Registration Statement on Form 8-A
           filed with the Commission under Section 12(b) of the Securities
           Exchange Act of 1934, as amended (the "Exchange Act"), on 
           February 20, 1996 (File No. 1-14266), including any amendment or
           report filed for the purpose of updating such description.

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

  Item 4.  Description of Securities.

       Not applicable.

  Item 5.  Interests of Named Experts and Counsel.

       Not applicable.

  Item 6.  Indemnification of Directors and Officers.

       The Registrant's Articles of Incorporation provide that to the fullest
  extent permitted by the North Carolina Business Corporation Act (the "NCBCA"),
  no person who serves as a director shall be personally liable to the
  Registrant or any of its stockholders or otherwise for monetary damages for
  breach of any duty as director.  The Registrant's Bylaws state that any person
  who at any time serves or has served as a director or officer of the
  Registrant, or who, while serving as a director or officer of the Registrant,
  serves or has served at the request of the Registrant as a director, officer,
  partner, trustee, employer or agent of another corporation, partnership, joint
  venture, trust or other enterprise, or as a trustee or administrator under an
  employee benefit plan, shall have a right to be indemnified by the Registrant
  to the fullest extent permitted by law against liability and litigation
  expense arising out of such status or activities in such capacity.  "Liability
  and litigation expense" is defined in the Bylaws as including costs and
  expenses of litigation (including reasonable attorneys' fees), judgments,
  fines and amounts paid in settlement which are actually and reasonably
  incurred in connection with or as a consequence of any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal, administrative
  or investigative, including appeals.

       Litigation expense, as described above, may be paid by the Registrant in
  advance of the final disposition or termination of the litigation matter, if
  the Registrant receives an undertaking, dated, in writing and signed by the
  person to be indemnified, to repay all such sums unless such person is
  ultimately determined to be entitled to be indemnified by the Registrant as
  provided in the Registrant's Bylaws.

       Sections 55-8-50 through 55-8-58 of the NCBCA contain provisions
  prescribing the extent to which directors and officers shall or may be
  indemnified.  Section 55-8-51 of the NCBCA permits a corporation, with certain
  exceptions, to indemnify a present or former director against liability if (i)
  the director conducted himself in good faith, (ii) the director reasonably
  believed (x) that the director's conduct in the director's official capacity
  with the corporation was in its best interests and (y) in all other cases the
  director's conduct was at least not opposed to the corporation's best
  interests, and (iii) in the case of any criminal proceeding, the director had
  no reasonable cause to believe the director's conduct was unlawful.  A
  corporation may not indemnify a director in connection with a proceeding by or
  in the right of the corporation in which the director was adjudged liable to
  the corporation or in connection

                                       2
<PAGE>
 
  with a proceeding charging improper personal benefit to the director.  The
  above standard of conduct is determined by the board of directors, or a
  committee or special legal counsel or the shareholders as prescribed in
  Section 55-8-55.

       Sections 55-8-52 and 55-8-56 of the NCBCA require a corporation to
  indemnify a director or officer in the defense of any proceeding to which the
  director or officer was a party against reasonable expenses when the director
  or officer is wholly successful in the director's or officer's defense, unless
  the articles of incorporation provide otherwise.  Upon application, the court
  may order indemnification of the director or officer if the director or
  officer is adjudged fairly and reasonably so entitled under Section 55-8-54.

       In addition, Section 55-8-57 permits a corporation to provide for
  indemnification of directors, officers, employees or agents, in its articles
  of incorporation or bylaws or by contract or resolution, against liability in
  various proceedings and to purchase and maintain insurance policies on behalf
  of these individuals.

       The foregoing is only a general summary of certain aspects of North
  Carolina law dealing with indemnification of directors and officers and does
  not purport to be complete.  It is qualified in its entirety by reference to
  the relevant statutes, which contain detailed specific provisions regarding
  the circumstances under which and the person for whose benefit
  indemnifications shall or may be made.

  Item 7.  Exemption from Registration Claimed.
 
           Not applicable.

  Item 8.  Exhibits

       The following exhibits are filed with or incorporated by reference into
  this Registration Statement on Form S-8 (numbering corresponds to Exhibit
  Table in Item 601 of Regulation S-B):
<TABLE>
<CAPTION>
 
       Exhibit No.                   Description of Document                       
       -------------                ------------------------                       
       <S>               <C>                                                       
          (3)(i)         The Registrant's Articles of Incorporation                
                         (incorporated by reference to Exhibit (3)(i) of the       
                         Registrant's S-1 Registration Statement,                  
                         Registration No. 33-99916)                                
                                                                                   
          (3)(ii)        The Registrant's Bylaws (incorporated by reference        
                         to Exhibit (3)(ii) of the Registrant's S-1                
                         Registration Statement, Registration No. 33-99916)        
                                                                                   
          (4)            Specimen Stock Certificate for the Registrant             
                         (incorporated by reference to Exhibit 4 of the            
                         Registrant's S-1 Registration Statement,                  
                         Registration No. 33-99916)                                 
</TABLE>

                                       3
<PAGE>
 
<TABLE>


<S>               <C>
   (5)            Opinion of Brooks, Pierce, McLendon, Humphrey
                  & Leonard, L.L.P. as to legality of securities being
                  registered

   (10)           Scotland Bancorp, Inc. Stock Option Plan

   (23)(i)        Consent of Brooks, Pierce, McLendon, Humphrey
                  & Leonard, L.L.P. (included in Exhibit 5)

   (23)(ii)       Consent of McGladrey & Pullen, LLP

</TABLE>

  Item 9.  Undertakings.

       The undersigned Registrant hereby undertakes:

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

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

            (ii)  Reflect in the prospectus any facts or events arising which,
                  individually or together, represent a fundamental change in
                  the information in the Registration Statement. Notwithstanding
                  the foregoing, any increase or decrease in volume of
                  securities offered (if the total dollar value of securities
                  offered would not exceed that which was registered) and any
                  deviation from the low or high end of the estimated maximum
                  offering range may be reflected in the form of prospectus
                  filed with the Commission pursuant to Rule 424(b) if, in the
                  aggregate, the changes in volume and price represent no more
                  than a 20% change in the maximum aggregate offering price set
                  forth in the "Calculation of Registration Fee" table in the
                  Registration Statement;

            (iii) Include any additional or changed material information on the
                  plan of distribution.

       Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply
       --------  -------                                                       
  if the Registration Statement is on Form S-3 or Form S-8 and the information
  required in a post-effective amendment is incorporated by reference from
  periodic reports filed by the Registrant under the Exchange Act.

       (2) For determining liability under the 1933 Act, to treat each post-
  effective amendment as a new registration statement of the securities offered,
  and the offering of such securities at that time to be the initial bona fide
  offering.

       (3) To file a post-effective amendment to remove from registration any of
  the securities that remain unsold at the end of the offering.

                                       4
<PAGE>
 
       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 provisions discussed in Item 6 hereof, or otherwise, the
  Registrant has been advised that in the opinion of the 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 as expressed in the 1933 Act and will be governed
  by the final adjudication of such issue.

                                       5
<PAGE>
 
                                  SIGNATURES


       The Registrant.  Pursuant to the requirements of the Securities Act of
  1933, the Registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Laurinburg, State of North Carolina,
  on the 12th day of May, 1997.


                                SCOTLAND BANCORP, INC.
                                Registrant


                                By:     /s/ William C. Fitzgerald, III
                                       --------------------------------------
                                       William C. Fitzgerald, III, President


       Each person whose individual signature appears below hereby makes,
  constitutes and appoints William C. Fitzgerald, III to sign for such person
  and in such person's name and capacity indicated below, any and all amendments
  to this Registration Statement, including any and all post-effective
  amendments.
<PAGE>
 
       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<S>                               <C> 
Date: May 12 , 1997               By:  /s/ William C. Fitzgerald, III
                                       -----------------------------------------
                                       William C. Fitzgerald, III, President and
                                       Director (Principal Executive Officer)
 
Date: May 12 , 1997               By:  /s/ Debora B. Steagall
                                       -----------------------------------------
                                       Debora B. Steagall, Assistant Treasurer
                                       (Principal Financial Officer and 
                                       Principal Accounting Officer)
 
Date: May 12 , 1997               By:  /s/ James W. Mason
                                       -----------------------------------------
                                       James W. Mason, Director
 
Date: May 12 , 1997               By:  /s/ S.T. Snowdon, Jr.
                                       -----------------------------------------
                                       S.T. Snowdon, Jr., Director
 
Date: May 12 , 1997               By:  /s/ John B. Clark
                                       -----------------------------------------
                                       John B. Clark, Director
 
Date: May 12 , 1997               By:  /s/ James E. Milligan
                                       -----------------------------------------
                                       James E. Milligan, Director
 
Date: May 12 , 1997               By:  /s/ James S. Mitchener, Jr.
                                       -----------------------------------------
                                       James S. Mitchener, Jr., Director
 
Date: May 12 , 1997               By:  /s/ Clifton P. Buie
                                       -----------------------------------------
                                       Clifton P. Buie, Director
 
Date: May 12 , 1997               By:  /s/ E.S. Hill, Jr.
                                       -----------------------------------------
                                       E. S. Hill, Jr., Director
 
Date: May 12 , 1997               By:  /s/ John W. Hudson
                                       -----------------------------------------
                                       John W. Hudson, Director
 
Date: May 12 , 1997               By:  /s/ James T. Willis
                                       -----------------------------------------
                                       James T. Willis, Director
</TABLE>
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
 
 
                                                                 Method of
Exhibit No.                     Description                       Filing
-----------                     -----------                      ---------   
<S>             <C>                                            <C> 
   (3)(i)       The Registrant's Articles of Incorporation     Incorporated by
                                                               Reference

   (3)(ii)      The Registrant's Bylaws                        Incorporated by
                                                               Reference

   (4)          Specimen Stock Certificate for the Registrant  Incorporated by
                                                               Reference

   (5)          Opinion of Brooks, Pierce, McLendon,           Filed Herewith
                Humphrey & Leonard, L.L.P. as to legality of
                securities being registered

   (10)(i)      Scotland Bancorp, Inc. Stock Option Plan       Filed Herewith

   (23)(i)      Consent of Brooks, Pierce, McLendon,           Filed Herewith
                Humphrey & Leonard, L.L.P. (included in
                Exhibit 5)

   (23)(ii)     Consent of McGladrey & Pullen, LLP             Filed Herewith

</TABLE>

                                       8
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{"company-data": {"conformed-name": "SCOTLAND BANCORP INC", "cik": "0001004521", "assigned-sic": "6036", "irs-number": "561955133", "state-of-incorporation": "NC", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26969", "film-number": "97601792"}, "business-address": {"street1": "505 SOUTH MAIN ST", "street2": "P O BOX 1468", "city": "LAURINBURG", "state": "NC", "zip": "28352", "phone": "9102762703"}, "mail-address": {"street2": "P O BOX 1468", "city": "LAURINBURG", "state": "NC", "zip": "28353"}}
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

                            SCOTLAND BANCORP, INC.
            (Exact name of Registrant as specified in its charter)

        North Carolina                                           56-1955133
 (State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                             505 South Main Street
                       Laurinburg, North Carolina 28352
                   (Address of Principal Executive Offices)

                   SCOTLAND BANCORP, INC. STOCK OPTION PLAN
                           (Full title of the Plans)

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

                     WILLIAM C. FITZGERALD, III, President
                            Scotland Bancorp, Inc.
                             505 South Main Street
                       Laurinburg, North Carolina 28352
                                (910) 276-2703
  (Name and address, including zip code, and telephone number, including area
                          code, of agent for service)

                                  Copies to:
                             EDWARD C. WINSLOW III
                                JEAN C. BROOKS
                           Brooks, Pierce, McLendon,
                          Humphrey & Leonard, L.L.P.
                            2000 Renaissance Plaza
                             Post Office Box 26000
                       Greensboro, North Carolina 27420

                        CALCULATION OF REGISTRATION FEE
================================================================================================
Title of Securities           Amount to be   Proposed Maximum   Proposed Maximum     Amount of
to be Registered              Registered/1/   Offering Price   Aggregate Offering   Registration
                                                 Per Unit           Price/4/            Fee
------------------------------------------------------------------------------------------------
Common Stock, no par value       184,000/2/     $15.625/3/       $2,875,000           $871.21
================================================================================================
(Footnotes on Next Page)

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

     /1/Together with an indeterminate number of additional shares which may
be necessary to adjust the number of shares reserved for issuance pursuant to
the Scotland Bancorp, Inc. Stock Option Plan ("Stock Option Plan") as a result
of a reclassification, reorganization, recapitalization, stock split, stock
dividend or similar occurrence which makes an adjustment of shares just and
appropriate.

     /2/Represents the total number of shares which may be issued pursuant to
options granted under the Stock Option Plan.

     /3/Assumes a value per share underlying options granted under the Stock
Option Plan equal to $15.625, which was the price per share paid on May, 12,
1997, which was the closing market price of Scotland Bancorp, Inc. common stock
on the American Stock Exchange on May 12, 1997.

     /4/Estimated total for the purposes of calculating the registration fee
in accordance with Rule 457(c) and (h).
================================================================================
Part I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  Item I.  Plan Information.

       This Registration Statement on Form S-8 relates to the registration of up
  to 184,000 shares of common stock, no par value, of Scotland Bancorp, Inc.
  (the "Registrant") which are reserved for issuance pursuant to options which
  have been granted under the Scotland Bancorp, Inc. Stock Option Plan ("Stock
  Option Plan").  This Registration Statement also relates to an indeterminent
  number of additional shares which may be necessary to adjust the number of
  shares reserved for issuance pursuant to the Stock Option Plan as a result of
  a reclassification, reorganization, recapitalization, stock split, stock
  dividend or similar occurrence which makes an adjustment of shares just and
  appropriate. Documents containing the information specified in Part I of Form
  S-8 will be sent or given to the participants in the Stock Option 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.

  Item 2.  Registration Information and Employee Plan Annual Information.

       The required statement is contained in the prospectus to be delivered
  pursuant to Part I of this Registration Statement as specified by Rule
  428(b)(1).

                                    Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Item 3.  Incorporation of Documents by Reference.

       The following documents filed with the Commission are incorporated herein
  by reference:

       (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
           ended September 30, 1996.

       (b) The Registrant's Quarterly Report on Form 10-QSB for the quarters
           ended December 31, 1996 and March 31,1997.

       (c) The description of the Registrant's Common Stock contained in the
           Registrant's S-1 Registration Statement, Registration No. 33-99916,
           incorporated by reference in the Registration Statement on Form 8-A
           filed with the Commission under Section 12(b) of the Securities
           Exchange Act of 1934, as amended (the "Exchange Act"), on 
           February 20, 1996 (File No. 1-14266), including any amendment or
           report filed for the purpose of updating such description.

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

  Item 4.  Description of Securities.

       Not applicable.

  Item 5.  Interests of Named Experts and Counsel.

       Not applicable.

  Item 6.  Indemnification of Directors and Officers.

       The Registrant's Articles of Incorporation provide that to the fullest
  extent permitted by the North Carolina Business Corporation Act (the "NCBCA"),
  no person who serves as a director shall be personally liable to the
  Registrant or any of its stockholders or otherwise for monetary damages for
  breach of any duty as director.  The Registrant's Bylaws state that any person
  who at any time serves or has served as a director or officer of the
  Registrant, or who, while serving as a director or officer of the Registrant,
  serves or has served at the request of the Registrant as a director, officer,
  partner, trustee, employer or agent of another corporation, partnership, joint
  venture, trust or other enterprise, or as a trustee or administrator under an
  employee benefit plan, shall have a right to be indemnified by the Registrant
  to the fullest extent permitted by law against liability and litigation
  expense arising out of such status or activities in such capacity.  "Liability
  and litigation expense" is defined in the Bylaws as including costs and
  expenses of litigation (including reasonable attorneys' fees), judgments,
  fines and amounts paid in settlement which are actually and reasonably
  incurred in connection with or as a consequence of any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal, administrative
  or investigative, including appeals.

       Litigation expense, as described above, may be paid by the Registrant in
  advance of the final disposition or termination of the litigation matter, if
  the Registrant receives an undertaking, dated, in writing and signed by the
  person to be indemnified, to repay all such sums unless such person is
  ultimately determined to be entitled to be indemnified by the Registrant as
  provided in the Registrant's Bylaws.

       Sections 55-8-50 through 55-8-58 of the NCBCA contain provisions
  prescribing the extent to which directors and officers shall or may be
  indemnified.  Section 55-8-51 of the NCBCA permits a corporation, with certain
  exceptions, to indemnify a present or former director against liability if (i)
  the director conducted himself in good faith, (ii) the director reasonably
  believed (x) that the director's conduct in the director's official capacity
  with the corporation was in its best interests and (y) in all other cases the
  director's conduct was at least not opposed to the corporation's best
  interests, and (iii) in the case of any criminal proceeding, the director had
  no reasonable cause to believe the director's conduct was unlawful.  A
  corporation may not indemnify a director in connection with a proceeding by or
  in the right of the corporation in which the director was adjudged liable to
  the corporation or in connection

                                       2
with a proceeding charging improper personal benefit to the director.  The
  above standard of conduct is determined by the board of directors, or a
  committee or special legal counsel or the shareholders as prescribed in
  Section 55-8-55.

       Sections 55-8-52 and 55-8-56 of the NCBCA require a corporation to
  indemnify a director or officer in the defense of any proceeding to which the
  director or officer was a party against reasonable expenses when the director
  or officer is wholly successful in the director's or officer's defense, unless
  the articles of incorporation provide otherwise.  Upon application, the court
  may order indemnification of the director or officer if the director or
  officer is adjudged fairly and reasonably so entitled under Section 55-8-54.

       In addition, Section 55-8-57 permits a corporation to provide for
  indemnification of directors, officers, employees or agents, in its articles
  of incorporation or bylaws or by contract or resolution, against liability in
  various proceedings and to purchase and maintain insurance policies on behalf
  of these individuals.

       The foregoing is only a general summary of certain aspects of North
  Carolina law dealing with indemnification of directors and officers and does
  not purport to be complete.  It is qualified in its entirety by reference to
  the relevant statutes, which contain detailed specific provisions regarding
  the circumstances under which and the person for whose benefit
  indemnifications shall or may be made.

  Item 7.  Exemption from Registration Claimed.
 
           Not applicable.

  Item 8.  Exhibits

       The following exhibits are filed with or incorporated by reference into
  this Registration Statement on Form S-8 (numbering corresponds to Exhibit
  Table in Item 601 of Regulation S-B):
Exhibit No.                   Description of Document                       
       -------------                ------------------------
(3)(i)         The Registrant's Articles of Incorporation                
                         (incorporated by reference to Exhibit (3)(i) of the       
                         Registrant's S-1 Registration Statement,                  
                         Registration No. 33-99916)                                
                                                                                   
          (3)(ii)        The Registrant's Bylaws (incorporated by reference        
                         to Exhibit (3)(ii) of the Registrant's S-1                
                         Registration Statement, Registration No. 33-99916)        
                                                                                   
          (4)            Specimen Stock Certificate for the Registrant             
                         (incorporated by reference to Exhibit 4 of the            
                         Registrant's S-1 Registration Statement,                  
                         Registration No. 33-99916)
3
(5)            Opinion of Brooks, Pierce, McLendon, Humphrey
                  & Leonard, L.L.P. as to legality of securities being
                  registered

   (10)           Scotland Bancorp, Inc. Stock Option Plan

   (23)(i)        Consent of Brooks, Pierce, McLendon, Humphrey
                  & Leonard, L.L.P. (included in Exhibit 5)

   (23)(ii)       Consent of McGladrey & Pullen, LLP
Item 9.  Undertakings.

       The undersigned Registrant hereby undertakes:

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

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

            (ii)  Reflect in the prospectus any facts or events arising which,
                  individually or together, represent a fundamental change in
                  the information in the Registration Statement. Notwithstanding
                  the foregoing, any increase or decrease in volume of
                  securities offered (if the total dollar value of securities
                  offered would not exceed that which was registered) and any
                  deviation from the low or high end of the estimated maximum
                  offering range may be reflected in the form of prospectus
                  filed with the Commission pursuant to Rule 424(b) if, in the
                  aggregate, the changes in volume and price represent no more
                  than a 20% change in the maximum aggregate offering price set
                  forth in the "Calculation of Registration Fee" table in the
                  Registration Statement;

            (iii) Include any additional or changed material information on the
                  plan of distribution.

       Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply
       --------  -------                                                       
  if the Registration Statement is on Form S-3 or Form S-8 and the information
  required in a post-effective amendment is incorporated by reference from
  periodic reports filed by the Registrant under the Exchange Act.

       (2) For determining liability under the 1933 Act, to treat each post-
  effective amendment as a new registration statement of the securities offered,
  and the offering of such securities at that time to be the initial bona fide
  offering.

       (3) To file a post-effective amendment to remove from registration any of
  the securities that remain unsold at the end of the offering.

                                       4
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 provisions discussed in Item 6 hereof, or otherwise, the
  Registrant has been advised that in the opinion of the 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 as expressed in the 1933 Act and will be governed
  by the final adjudication of such issue.

                                       5
SIGNATURES

       The Registrant.  Pursuant to the requirements of the Securities Act of
  1933, the Registrant certifies that it has reasonable grounds to believe that
  it meets all of the requirements for filing on Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Laurinburg, State of North Carolina,
  on the 12th day of May, 1997.

                                SCOTLAND BANCORP, INC.
                                Registrant

                                By:     /s/ William C. Fitzgerald, III
                                       --------------------------------------
                                       William C. Fitzgerald, III, President

       Each person whose individual signature appears below hereby makes,
  constitutes and appoints William C. Fitzgerald, III to sign for such person
  and in such person's name and capacity indicated below, any and all amendments
  to this Registration Statement, including any and all post-effective
  amendments.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Date: May 12 , 1997               By:  /s/ William C. Fitzgerald, III
                                       -----------------------------------------
                                       William C. Fitzgerald, III, President and
                                       Director (Principal Executive Officer)
 
Date: May 12 , 1997               By:  /s/ Debora B. Steagall
                                       -----------------------------------------
                                       Debora B. Steagall, Assistant Treasurer
                                       (Principal Financial Officer and 
                                       Principal Accounting Officer)
 
Date: May 12 , 1997               By:  /s/ James W. Mason
                                       -----------------------------------------
                                       James W. Mason, Director
 
Date: May 12 , 1997               By:  /s/ S.T. Snowdon, Jr.
                                       -----------------------------------------
                                       S.T. Snowdon, Jr., Director
 
Date: May 12 , 1997               By:  /s/ John B. Clark
                                       -----------------------------------------
                                       John B. Clark, Director
 
Date: May 12 , 1997               By:  /s/ James E. Milligan
                                       -----------------------------------------
                                       James E. Milligan, Director
 
Date: May 12 , 1997               By:  /s/ James S. Mitchener, Jr.
                                       -----------------------------------------
                                       James S. Mitchener, Jr., Director
 
Date: May 12 , 1997               By:  /s/ Clifton P. Buie
                                       -----------------------------------------
                                       Clifton P. Buie, Director
 
Date: May 12 , 1997               By:  /s/ E.S. Hill, Jr.
                                       -----------------------------------------
                                       E. S. Hill, Jr., Director
 
Date: May 12 , 1997               By:  /s/ John W. Hudson
                                       -----------------------------------------
                                       John W. Hudson, Director
 
Date: May 12 , 1997               By:  /s/ James T. Willis
                                       -----------------------------------------
                                       James T. Willis, Director
EXHIBIT INDEX
Method of
Exhibit No.                     Description                       Filing
-----------                     -----------                      ---------
(3)(i)       The Registrant's Articles of Incorporation     Incorporated by
                                                               Reference

   (3)(ii)      The Registrant's Bylaws                        Incorporated by
                                                               Reference

   (4)          Specimen Stock Certificate for the Registrant  Incorporated by
                                                               Reference

   (5)          Opinion of Brooks, Pierce, McLendon,           Filed Herewith
                Humphrey & Leonard, L.L.P. as to legality of
                securities being registered

   (10)(i)      Scotland Bancorp, Inc. Stock Option Plan       Filed Herewith

   (23)(i)      Consent of Brooks, Pierce, McLendon,           Filed Herewith
                Humphrey & Leonard, L.L.P. (included in
                Exhibit 5)

   (23)(ii)     Consent of McGladrey & Pullen, LLP             Filed Herewith
8