As filed with the Securities and Exchange Commission on April 28, 1999.
                                           Registration No. 333-_______________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                         Carnegie Financial Corporation
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)
       Pennsylvania                                            25-1806857
-------------------------------                           -------------------- 
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

                               17 West Mall Plaza
                          Carnegie, Pennsylvania 15106
                    -----------------------------------------
                    (Address of principal executive offices)

              Carnegie Financial Corporation 1999 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>
<S>              <C>                    <C>               <C>               <C>   
                         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         23,805 shares          (2)               $212,032          $58.94
======================================================================================
</TABLE>

(1)      The maximum number of shares of common stock issuable upon awards to be
         granted under the Carnegie Financial Corporation 1999 Stock Option Plan
         (the "Plan") consists of 23,805 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 23,805  shares are being  registered
         hereby,  of which 16,423 shares are under option at a weighted  average
         exercise  price of $8.50 per share  ($139,596  in the  aggregate).  The
         remainder of such shares,  which are not  presently  subject to options
         (7,382 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 April 26, 1999 of $9.8125 per share  ($72,436 in
         the aggregate) for a total offering of $212,032.

     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 23,805 shares
of Carnegie Financial  Corporation (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 Carnegie  Financial  Corporation  1999 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  July  6,  1998  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. 333-48655) filed
with the Commission on March 25, 1998 and amendments thereto;

     (b) The  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
December 31, 1998, as filed with the Commission;

     (c) The Company's Definitive Proxy Statement related to the special meeting
of stockholders held on January 11, 1999, as filed with the Commission;

     (d) The Company's  Definitive  Proxy  Statement  related to the 1999 Annual
Meeting of stockholders, as filed with the Commission; and

     (e)  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
July 6, 1998.

     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.


<PAGE>



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

Item 5.  Interests of Named Experts and Counsel.
------
         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------
     Sections 1741 through 1747 of the  Pennsylvania  Business  Corporation  Law
provide that an officer,  director,  employee or agent may be indemnified by the
Company  from and against  expenses,  judgments,  fines,  settlements  and other
amounts actually and reasonably incurred in connection with threatened,  pending
or  contemplated  proceedings  (other  than an  action by or in the right of the
Company)  if such  person  acted in good faith and in a manner  that such person
reasonably  believes  to be in, or not  opposed  to, the best  interests  of the
Company.

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

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

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

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

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933  ("1933  Act") may be  permitted  to  directors,  officers,  or  persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.
------
         Not Applicable


<PAGE>

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


<PAGE>


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 Carnegie in the Commonwealth of Pennsylvania,  as of
April 28, 1999.

                                    CARNEGIE FINANCIAL CORPORATION


                           By:      /s/ Shirley Chiesa
                                    --------------------------------------------
                                    Shirley Chiesa
                                    President and Chief Executive Officer
                                    (Duly Authorized Representative)


                                POWER OF ATTORNEY

     We,  the   undersigned   directors  and  officers  of  Carnegie   Financial
Corporation,  do hereby  severally  constitute and appoint Shirley Chiesa 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  Shirley
Chiesa may deem necessary or advisable to enable Carnegie Financial Corporation,
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 Shirley Chiesa 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/ Shirley Chiesa                               /s/ JoAnn V. Narduzzi
------------------------------------             -------------------------------
Shirley Chiesa                                   JoAnn V. Narduzzi
President, Chief Executive Officer               Director
and Chairman of the Board
(Principal Executive)

Date: April 28, 1999                             Date: April 28, 1999
      --------------                                   --------------


/s/ Joseph R. Pigoni                             /s/ Morry Miller
------------------------------------             -------------------------------
Joseph R. Pigoni                                 Morry Miller
Executive Vice President and                     Director
Chief Financial Officer
(Principal Financial and Accounting Officer)

Date: April 28, 1999                             Date: April 28, 1999
      --------------                                   --------------



/s/ Lois A. Wholey                               /s/ Charles Rupprecht
------------------------------------             -------------------------------
Lois A. Wholey                                   Charles Rupprecht
Director and Secretary                           Director

Date: April 28, 1999                             Date: April 28, 1999
      --------------                                   --------------


<PAGE>



                                INDEX TO EXHIBITS




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

     4.1  Carnegie Financial Corporation 1999 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 S.R. Snodgrass, A.C.

     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": 19669}]
{"company-data": {"conformed-name": "CARNEGIE FINANCIAL CORP /PA/", "cik": "0000017732", "assigned-sic": "6141", "irs-number": "251806857", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77189", "film-number": "99602871"}, "business-address": {"street1": "17 W MALL PLAZA", "street2": "1501 EUCLID AVENUE", "city": "CARNEGIE", "state": "PA", "zip": "15106", "phone": "4122761266"}, "mail-address": {"street1": "17 W MALL PLAZA", "city": "CARNEGIE", "state": "PA", "zip": "15106"}}
As filed with the Securities and Exchange Commission on April 28, 1999.
                                           Registration No. 333-_______________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         Carnegie Financial Corporation
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)
       Pennsylvania                                            25-1806857
-------------------------------                           -------------------- 
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

                               17 West Mall Plaza
                          Carnegie, Pennsylvania 15106
                    -----------------------------------------
                    (Address of principal executive offices)

              Carnegie Financial Corporation 1999 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         23,805 shares          (2)               $212,032          $58.94
======================================================================================
(1)      The maximum number of shares of common stock issuable upon awards to be
         granted under the Carnegie Financial Corporation 1999 Stock Option Plan
         (the "Plan") consists of 23,805 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 23,805  shares are being  registered
         hereby,  of which 16,423 shares are under option at a weighted  average
         exercise  price of $8.50 per share  ($139,596  in the  aggregate).  The
         remainder of such shares,  which are not  presently  subject to options
         (7,382 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 April 26, 1999 of $9.8125 per share  ($72,436 in
         the aggregate) for a total offering of $212,032.

     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 23,805 shares
of Carnegie Financial  Corporation (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 Carnegie  Financial  Corporation  1999 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  July  6,  1998  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. 333-48655) filed
with the Commission on March 25, 1998 and amendments thereto;

     (b) The  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
December 31, 1998, as filed with the Commission;

     (c) The Company's Definitive Proxy Statement related to the special meeting
of stockholders held on January 11, 1999, as filed with the Commission;

     (d) The Company's  Definitive  Proxy  Statement  related to the 1999 Annual
Meeting of stockholders, as filed with the Commission; and

     (e)  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
July 6, 1998.

     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 Carnegie in the Commonwealth of Pennsylvania,  as of
April 28, 1999.

                                    CARNEGIE FINANCIAL CORPORATION

                           By:      /s/ Shirley Chiesa
                                    --------------------------------------------
                                    Shirley Chiesa
                                    President and Chief Executive Officer
                                    (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We,  the   undersigned   directors  and  officers  of  Carnegie   Financial
Corporation,  do hereby  severally  constitute and appoint Shirley Chiesa 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  Shirley
Chiesa may deem necessary or advisable to enable Carnegie Financial Corporation,
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 Shirley Chiesa 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/ Shirley Chiesa                               /s/ JoAnn V. Narduzzi
------------------------------------             -------------------------------
Shirley Chiesa                                   JoAnn V. Narduzzi
President, Chief Executive Officer               Director
and Chairman of the Board
(Principal Executive)

Date: April 28, 1999                             Date: April 28, 1999
      --------------                                   --------------

/s/ Joseph R. Pigoni                             /s/ Morry Miller
------------------------------------             -------------------------------
Joseph R. Pigoni                                 Morry Miller
Executive Vice President and                     Director
Chief Financial Officer
(Principal Financial and Accounting Officer)

Date: April 28, 1999                             Date: April 28, 1999
      --------------                                   --------------

/s/ Lois A. Wholey                               /s/ Charles Rupprecht
------------------------------------             -------------------------------
Lois A. Wholey                                   Charles Rupprecht
Director and Secretary                           Director

Date: April 28, 1999                             Date: April 28, 1999
      --------------                                   --------------
INDEX TO EXHIBITS

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

     4.1  Carnegie Financial Corporation 1999 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 S.R. Snodgrass, A.C.

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