As filed with the Securities and Exchange Commission on June 27, 2005.
                                                     Registration No. 333-______


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

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

                             Nittany Financial Corp.
           -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Pennsylvania                                  23-2925762
-------------------------------------                  ------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

                             116 East College Avenue
                        State College, Pennsylvania 16801
             ------------------------------------------------------
                    (Address of principal executive offices)

                                  Nittany Bank
                           401(k) Profit Sharing Plan
                           --------------------------
                            (Full Title of the Plan)

                                 Gary M. Bradley
                            Chief Accounting Officer
                             116 East College Avenue
                        State College, Pennsylvania 16801
                                 (814)-234-7320
                             ----------------------
            (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   Amount of
Securities to      Amount to be        Offering           Offering      Registration
be Registered(1)   Registered(2)  Price Per Share(3)      Price (4)         Fee
----------------   -------------  ------------------     -----------       ----
<S>                 <C>               <C>               <C>              <C>
Common Stock
$0.10 par value
per share             15,636            $27.50            $429,990         $50.61
======================================================================================
</TABLE>

(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  registration  statement  also covers an  indeterminate  amount of
         interests  to be offered or sold  pursuant to the  Nittany  Bank 401(k)
         Profit Sharing Plan (the "Plan"), as described herein.
(2)      Estimates the maximum number of shares  expected to be issued under the
         Plan assuming that all employer and employee  contributions to the Plan
         are used to purchase shares of Common Stock of Nittany  Financial Corp.
         (the "Company"),  together with an indeterminate number of shares which
         may be  necessary to adjust the number of  additional  shares of Common
         Stock reserved for issuance  pursuant to the Plan and being  registered
         herein,   as  the   result   of  a   stock   split,   stock   dividend,
         reclassification,  recapitalization,  or similar  adjustment(s)  of the
         Common Stock of the Company.
(3)      Estimated  solely for the purpose of calculating the  registration  fee
         and calculated  pursuant to Rule 457(c) based on the average of the bid
         and ask prices of the Common Stock of the Registrant as reported on the
         OTC Bulletin Board on June 23, 2005.
(4)      Estimated based on (2) and (3) above.

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

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

Item 2.  Registrant Information and Employee Plan Annual Information. *
------


         *This  Registration  Statement  relates to the  registration  of 15,636
shares of Common Stock,  $0.10 par value per share,  of Nittany  Financial Corp.
(the "Company") reserved for issuance and delivery under the Nittany Bank 401(k)
Profit Sharing 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  April  30,  2001  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  Annual  Report on Form  10-KSB  for the year  ended
December 31, 2004, as filed with the Commission;

         (b) The Company's Quarterly Report on Form 10-QSB for the Quarter Ended
March 31, 2005, as filed with the Commission;

         (c) Form 8-K, filed on May 20, 2005;

         (d) Form 8-K, filed on May 11, 2005; 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
April 30, 2001.

         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

                                      - 2 -

<PAGE>

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 ("1933 Act").

         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.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the 1933 Act. Additionally, the Company has in force a
Directors and Officers Liability Policy underwritten by The Cincinnati Insurance
Company  with a $4.0  million  aggregate  limit of  liability  and an  aggregate
deductible  of $50,000 per loss both for claims  directly  against  officers and
directors  and for claims where the Company is required to  indemnify  directors
and officers.

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

                                      - 3 -

<PAGE>

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable.

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

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

Item 9.  Undertakings.
------

         (a) The undersigned registrant hereby undertakes:

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

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

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

                  (iii) To include any material  information with respect to the
                  plan  of   distribution   not  previously   disclosed  in  the
                  registration   statement  or  any  material   change  to  such
                  information in the registration statement.

provided  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do no apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement;

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

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

                                      - 4 -

<PAGE>

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

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

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

                                      - 5 -

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of State College in the Commonwealth of Pennsylvania, as
of June 17, 2005.


                                    NITTANY FINANCIAL CORP.



                                    By:    /s/David Z. Richards, Jr.
                                           -------------------------------------
                                           David Z. Richards, Jr.
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative )


                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of Nittany  Financial Corp.
do hereby  severally  constitute and appoint David Z. Richards,  Jr. 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 David Z. Richards, Jr.
may deem necessary or advisable to enable Nittany 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  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 David Z.
Richards, Jr. 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.

<TABLE>
<CAPTION>
<S>                                         <C>

/s/Samuel J. Malizia                         /s/David Z. Richards, Jr.
----------------------------------------     --------------------------------------------
Samuel J. Malizia                            David Z. Richards, Jr.
Chairman of the Board of Directors           President, Chief Executive Officer and Director
                                             (Principal Executive Officer)


June 17, 2005                                June 17, 2005
----------------------------------------     --------------------------------------------
(Date)                                       (Date)


/s/David K. Goodman                          /s/William A. Jaffe
----------------------------------------     -----------------------------------
David K. Goodman                             William A. Jaffe
Director                                     Director and Secretary

June 17, 2005                                June 17, 2005
----------------------------------------     --------------------------------------------
(Date)                                       (Date)


<PAGE>


                                             /s/J. Garry McShea
----------------------------------------     --------------------------------------------
D. Michael Taylor                            J. Garry McShea
Director                                     Director


                                             June 17, 2005
----------------------------------------     --------------------------------------------
(Date)                                       (Date)


/s/David K. Goodman, Jr.
----------------------------------------     --------------------------------------------
David K. Goodman, Jr.                        Donald J. Musso
Director                                     Director


June 17, 2005
----------------------------------------     --------------------------------------------
(Date)                                       (Date)


/s/Gary M. Bradley
----------------------------------------
Gary M. Bradley
Vice President and Chief Accounting Officer
(Principal Accounting Officer)


June 17, 2005
--------------------------------------------
(Date)
</TABLE>

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities Act of 1933, the plan
administrator  of the Nittany  Bank 401(k)  Profit  Sharing Plan has duly caused
this  registration  statement  to be  signed on its  behalf by the  undersigned,
thereunto  duly  authorized,  in the  City of  State  College,  Commonwealth  of
Pennsylvania on this 17th day of June, 2005.



                                        Nittany Bank
                                        401(k) Profit Sharing Plan




                                        By: /s/John E. Arrington
                                            ------------------------------------
                                              John E. Arrington
                                               Vice President

                                        As Plan Administrator on behalf of
                                        Nittany Bank


<PAGE>

                                INDEX TO EXHIBITS



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

4.1           Nittany Bank 401(k) Profit Sharing Plan Basic Plan Document

4.2           Nittany Bank 401(k) Profit Sharing Plan Adoption Agreement

4.3           Summary Plan Description of the Plan

5.1           Favorable  determination letter dated October 28, 2002, confirming
              that the  Plan is  qualified  under  Section  401 of the  Internal
              Revenue Code of 1986, as amended

23.1          Consent of S.R. Snodgrass, A.C.
[{"type": "S-8", "sequence": "1", "filename": "s8_062705-0221.txt", "secsgml_size_bytes": 21834}]
{"company-data": {"conformed-name": "NITTANY FINANCIAL CORP", "cik": "0001059189", "assigned-sic": "6035", "irs-number": "232925762", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-126140", "film-number": "05916911"}, "business-address": {"street1": "116 EAST COLLEGE AVE", "city": "STATE COLLEGE", "state": "PA", "zip": "16801", "phone": "8144666336"}, "mail-address": {"street1": "116 EAST COLLEGE AVE", "city": "STATE COLLEGE", "state": "PA", "zip": "16801"}}
As filed with the Securities and Exchange Commission on June 27, 2005.
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                             Nittany Financial Corp.
           -----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Pennsylvania                                  23-2925762
-------------------------------------                  ------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

                             116 East College Avenue
                        State College, Pennsylvania 16801
             ------------------------------------------------------
                    (Address of principal executive offices)

                                  Nittany Bank
                           401(k) Profit Sharing Plan
                           --------------------------
                            (Full Title of the Plan)

                                 Gary M. Bradley
                            Chief Accounting Officer
                             116 East College Avenue
                        State College, Pennsylvania 16801
                                 (814)-234-7320
                             ----------------------
            (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   Amount of
Securities to      Amount to be        Offering           Offering      Registration
be Registered(1)   Registered(2)  Price Per Share(3)      Price (4)         Fee
----------------   -------------  ------------------     -----------       ----
Common Stock
$0.10 par value
per share             15,636            $27.50            $429,990         $50.61
======================================================================================
(1)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this  registration  statement  also covers an  indeterminate  amount of
         interests  to be offered or sold  pursuant to the  Nittany  Bank 401(k)
         Profit Sharing Plan (the "Plan"), as described herein.
(2)      Estimates the maximum number of shares  expected to be issued under the
         Plan assuming that all employer and employee  contributions to the Plan
         are used to purchase shares of Common Stock of Nittany  Financial Corp.
         (the "Company"),  together with an indeterminate number of shares which
         may be  necessary to adjust the number of  additional  shares of Common
         Stock reserved for issuance  pursuant to the Plan and being  registered
         herein,   as  the   result   of  a   stock   split,   stock   dividend,
         reclassification,  recapitalization,  or similar  adjustment(s)  of the
         Common Stock of the Company.
(3)      Estimated  solely for the purpose of calculating the  registration  fee
         and calculated  pursuant to Rule 457(c) based on the average of the bid
         and ask prices of the Common Stock of the Registrant as reported on the
         OTC Bulletin Board on June 23, 2005.
(4)      Estimated based on (2) and (3) above.

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

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration  of 15,636
shares of Common Stock,  $0.10 par value per share,  of Nittany  Financial Corp.
(the "Company") reserved for issuance and delivery under the Nittany Bank 401(k)
Profit Sharing 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  April  30,  2001  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  Annual  Report on Form  10-KSB  for the year  ended
December 31, 2004, as filed with the Commission;

         (b) The Company's Quarterly Report on Form 10-QSB for the Quarter Ended
March 31, 2005, as filed with the Commission;

         (c) Form 8-K, filed on May 20, 2005;

         (d) Form 8-K, filed on May 11, 2005; 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
April 30, 2001.

         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

                                      - 2 -
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 ("1933 Act").

         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.

         Under a directors' and officers' liability insurance policy,  directors
and officers of the Company are insured against certain  liabilities,  including
certain liabilities under the 1933 Act. Additionally, the Company has in force a
Directors and Officers Liability Policy underwritten by The Cincinnati Insurance
Company  with a $4.0  million  aggregate  limit of  liability  and an  aggregate
deductible  of $50,000 per loss both for claims  directly  against  officers and
directors  and for claims where the Company is required to  indemnify  directors
and officers.

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

                                      - 3 -
Item 7.  Exemption from Registration Claimed.
------

         Not Applicable.

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

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

Item 9.  Undertakings.
------

         (a) The undersigned registrant hereby undertakes:

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

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

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

                  (iii) To include any material  information with respect to the
                  plan  of   distribution   not  previously   disclosed  in  the
                  registration   statement  or  any  material   change  to  such
                  information in the registration statement.

provided  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do no apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement;

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

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

                                      - 4 -
(b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

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

                                      - 5 -
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of State College in the Commonwealth of Pennsylvania, as
of June 17, 2005.

                                    NITTANY FINANCIAL CORP.

                                    By:    /s/David Z. Richards, Jr.
                                           -------------------------------------
                                           David Z. Richards, Jr.
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative )

                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of Nittany  Financial Corp.
do hereby  severally  constitute and appoint David Z. Richards,  Jr. 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 David Z. Richards, Jr.
may deem necessary or advisable to enable Nittany 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  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 David Z.
Richards, Jr. 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/Samuel J. Malizia                         /s/David Z. Richards, Jr.
----------------------------------------     --------------------------------------------
Samuel J. Malizia                            David Z. Richards, Jr.
Chairman of the Board of Directors           President, Chief Executive Officer and Director
                                             (Principal Executive Officer)

June 17, 2005                                June 17, 2005
----------------------------------------     --------------------------------------------
(Date)                                       (Date)

/s/David K. Goodman                          /s/William A. Jaffe
----------------------------------------     -----------------------------------
David K. Goodman                             William A. Jaffe
Director                                     Director and Secretary

June 17, 2005                                June 17, 2005
----------------------------------------     --------------------------------------------
(Date)                                       (Date)
/s/J. Garry McShea
----------------------------------------     --------------------------------------------
D. Michael Taylor                            J. Garry McShea
Director                                     Director

                                             June 17, 2005
----------------------------------------     --------------------------------------------
(Date)                                       (Date)

/s/David K. Goodman, Jr.
----------------------------------------     --------------------------------------------
David K. Goodman, Jr.                        Donald J. Musso
Director                                     Director

June 17, 2005
----------------------------------------     --------------------------------------------
(Date)                                       (Date)

/s/Gary M. Bradley
----------------------------------------
Gary M. Bradley
Vice President and Chief Accounting Officer
(Principal Accounting Officer)

June 17, 2005
--------------------------------------------
(Date)
SIGNATURES

         Pursuant to the  requirements  of the  Securities Act of 1933, the plan
administrator  of the Nittany  Bank 401(k)  Profit  Sharing Plan has duly caused
this  registration  statement  to be  signed on its  behalf by the  undersigned,
thereunto  duly  authorized,  in the  City of  State  College,  Commonwealth  of
Pennsylvania on this 17th day of June, 2005.

                                        Nittany Bank
                                        401(k) Profit Sharing Plan

                                        By: /s/John E. Arrington
                                            ------------------------------------
                                              John E. Arrington
                                               Vice President

                                        As Plan Administrator on behalf of
                                        Nittany Bank
INDEX TO EXHIBITS

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

4.1           Nittany Bank 401(k) Profit Sharing Plan Basic Plan Document

4.2           Nittany Bank 401(k) Profit Sharing Plan Adoption Agreement

4.3           Summary Plan Description of the Plan

5.1           Favorable  determination letter dated October 28, 2002, confirming
              that the  Plan is  qualified  under  Section  401 of the  Internal
              Revenue Code of 1986, as amended

23.1          Consent of S.R. Snodgrass, A.C.