<PAGE> 1

      As filed with the Securities and Exchange Commission on May 20, 1997
                                                          
                                               Registration No. 333- 
                                                                    ------------
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                            FIRST BELL BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                                 6035                    25-1752651
(state or other jurisdiction of   (Primary Standard            (IRS Employer 
incorporation or organization)  Classification Code Number)  Identification No.)

                               532 LINCOLN AVENUE
                          BELLEVUE, PENNSYLVANIA 15202
                                 (412) 734-2700
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

               AMENDED AND RESTATED BELL FEDERAL SAVINGS AND LOAN
           ASSOCIATION OF BELLEVUE 1996 MASTER STOCK COMPENSATION PLAN
                            (Full Title of the Plan)
                     --------------------------------------
                                          COPIES TO:
ALBERT H. ECKERT, II                      JOSEPH G. PASSAIC, JR., ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER     ANN E. COX, ESQUIRE
FIRST BELL BANCORP, INC.                  MULDOON, MURPHY & FAUCETTE
300 DELAWARE AVENUE, SUITE 1704           5101 WISCONSIN AVENUE, N.W.
WILMINGTON, DELAWARE  19801               WASHINGTON, DC  20016
(302) 427-7883                            (202) 362-0840

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                      1933, check the following box. / X /
<TABLE>
<CAPTION>

========================================================================================================
  Title of each Class of         Amount to be    Proposed Purchase   Estimated Aggregate   Registration
Securities to be Registered      Registered(1)   Price Per Share(2)    Offering Price          Fee
--------------------------------------------------------------------------------------------------------
   <S>                            <C>               <C>                   <C>                 <C>
    Common Stock                  343,850 
   $.01 par Value                 Shares (3)        $14.72                $5,061,472          $1,582
========================================================================================================
(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  Amended and  Restated  Bell  Federal  Savings  and Loan  Association  of
   Bellevue 1996 Master Stock  Compensation Plan (the "Plan") as the result of a
   stock split,  stock dividend or similar  adjustment of the outstanding Common
   Stock of First Bell Bancorp, Inc. pursuant to 17 C.F.R. ss.230.416(a).
(2)The average of the high and low prices  listed on the Nasdaq  Stock Market on
   May 16, 1997 in accordance with Rule 457(c) under the Securities Act
   of 1933, as amended.
(3)Represents  the  total number of shares  currently  reserved or available for
   issuance pursuant to the Plan.
</TABLE>

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.

Number of Pages     12
Exhibit Index begins on  Page 10

<PAGE> 2



FIRST BELL BANCORP, INC.

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

ITEMS 1 & 2. The  documents  containing  the  information  for the  Amended  and
Restated Bell Federal Savings and Loan Association of Bellevue 1996 Master Stock
Compensation Plan (the "Plan") required by Part I of the Registration  Statement
will be sent or  given to the  participants  in the  Plan as  specified  by Rule
428(b)(1).  Such  document  is  not  filed  with  the  Securities  and  Exchange
Commission (the "SEC") either as a part of this  Registration  Statement or as a
prospectus  or  prospectus  supplement  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 following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:

      (a) The First Bell Bancorp,  Inc. (the "Company" or  "Registrant")  Annual
Report on Form 10- K for the fiscal year ended December 31, 1996, which includes
the consolidated balance sheets of the Company and subsidiary as of December 31,
1996 and 1995,  and the related  consolidated  statements of income,  changes in
stockholders'  equity  and cash  flows for each of the  years in the  three-year
period ended  December 31, 1996,  together with the related notes and the report
of Deloitte & Touche LLP, independent  certified public accountants,  filed with
the SEC on March 27, 1997 (File No. 0-25172).

     (b)  The Form 10-Q report for the fiscal quarter ended March 31, 1997
(File No. 0-25172), filed by the Registrant with the SEC on May 15, 1997.

      (c) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 0-25172), as filed with the SEC, pursuant to Section 12(g) of
the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")  and Rule  12b-15
promulgated thereunder, on November 23, 1994.

      (d) All documents  filed by the  Registrant  pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

       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 ALSO IS  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.


                                      2

<PAGE> 3



ITEM 4.  DESCRIPTION OF SECURITIES

      The common  stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None

      The  consolidated  balance  sheets of the  Company  and  subsidiary  as of
December 31, 1996 and 1995, and the related  consolidated  statements of income,
changes  in  stockholders'  equity  and cash  flows for each of the years in the
three-year  period ended December 31, 1996,  together with the related notes and
the report of Deloitte & Touche LLP,  independent  certified public accountants,
incorporated by reference in this Registration Statement, have been incorporated
herein in reliance upon the authority of said firm as experts in accounting  and
auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment  provides broader  indemnification  provisions than currently  exists.
This indemnification applies to the Board of Directors who administers the Plan.

      In accordance  with the General  Corporation  Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:

TENTH:
-----

A. Each person who was or is made a party or is threatened to be made a party to
or is  otherwise  involved in any action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact that he or she is or was a  Director  or an  Officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.


                                      3

<PAGE> 4



B. The right to  indemnification  conferred in Section A of this  Article  TENTH
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in advance of its final  disposition  (hereinafter
an "advancement of expenses");  provided, however, that, if the Delaware General
Corporation Law requires,  an advancement of expenses  incurred by an indemnitee
in his or her capacity as a Director or Officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  services  to an  employee  benefit  plan)  shall be made  only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final   adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.  The rights to  indemnification  and to the advancement of
expenses  conferred in Sections A and B of this Article  TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director,  Officer,  employee  or agent and shall  inure to the  benefit  of the
indemnitee's heirs, executors and administrators.

C. If a claim under  Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
expenses of  prosecuting or defending such suit. In: (i) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that;  and (ii) in any suit by the  Corporation to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met any applicable  standard for indemnification set forth in
the Delaware  General  Corporation  Law.  Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article TENTH or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this  Article  TENTH shall not be  exclusive of any other right which any person
may have or hereafter acquire under any statute,  the Corporation's  Certificate
of  Incorporation,  Bylaws,  agreement,  vote of stockholders  or  Disinterested
Directors or otherwise.




                                      4

<PAGE> 5



E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director,  Officer,  employee or agent of the  Corporation  or subsidiary or
Affiliate or another  corporation,  partnership,  joint venture,  trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

F. The Corporation may, to the extent  authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any  employee  or agent  of the  Corporation  to the  fullest  extent  of the
provisions  of this  Article  TENTH  with  respect  to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:
--------

A Director of this Corporation shall not be personally liable to the Corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
Director,  except for liability:  (i) for any breach of the  Director's  duty of
loyalty to the Corporation or its  stockholders;  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law; (iii) under Section 174 of the Delaware  General  Corporation  Law; or (iv)
for any  transaction  from  which the  Director  derived  an  improper  personal
benefit.  If the  Delaware  General  Corporation  Law is  amended  to  authorize
corporate  action  further  eliminating  or limiting the  personal  liability of
Directors,  then  the  liability  of a  Director  of the  Corporation  shall  be
eliminated or limited to the fullest  extent  permitted by the Delaware  General
Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

      The  Registrant  is also  permitted to maintain  directors'  and officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy which
(subject to certain limits and  deductibles)  (i) insures officers and directors
of the Registrant  against loss arising from certain claims made against them by
reason  of  their  being  such  directors  or  officers,  and (ii)  insures  the
Registrant  against  loss  which  it  may be  required  or  permitted  to pay as
indemnification due its directors or officers for certain claims.

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


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.


                                      5

<PAGE> 6



ITEM 8.   LIST OF EXHIBITS.

      The following  exhibits are filed with or  incorporated  by reference into
this  Registration  Statement on Form S-8  (numbering  corresponds  generally to
Exhibit Table in Item 601 of Regulation S-K):

      4        Stock Certificate of First Bell Bancorp, Inc.1

      23.1     Consent of Deloitte & Touche LLP.

      24       Power of Attorney is located on the signature pages.


--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the  Registration  Statement  on Form S-1 (SEC No.  33-86160),  as amended,
  filed with the SEC on November 9, 1994 and declared effective on May 9, 1995.


ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which it offers or sells securities, a
            post-effective amendment to this Registration Statement to:

            (i)   Include  any  Prospectus  required  by Section 10(a)(3) of the
                  Securities Act;

            (ii)  Reflect  in   the  Prospectus  any  facts  or  events   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 percent  change in the  maximum  aggregate  offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

            (iii) Include any additional or changed material  information on the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information   in  the   Registration   Statement   unless  the
                  information  required by (i) and (ii) is contained in periodic
                  reports  filed by the  Registrant  pursuant  to  Section 13 or
                  15(d) of the Exchange Act that are  incorporated  by reference
                  into this Registration Statement;
      
      (2)   For  determining  liability  under the Securities Act, to treat each
            post-effective  amendment  as a new  Registration  Statement  of the
            securities offered,  and the offering of the securities at that time
            to be the initial bona fide offering thereof.


                                      6

<PAGE> 7



      (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)   That, for purposes of determining any liability under the Securities
            Act,  each filing of the  Registrant's  or the Plan's  annual report
            pursuant  to  Section  13(a) or 15(d)  of the  Exchange  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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  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 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 trustee,  officer or controlling  person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee,  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 Act and will be governed by the final adjudication of
such issue.


                                      7

<PAGE> 8



CONFORMED
                                  SIGNATURES

            Pursuant  to the  requirements  of the  Securities  Act,  First Bell
Bancorp,  Inc. 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 Borough of Bellevue,  Commonwealth of Pennsylvania,  on
May 16, 1997.

                                      FIRST BELL BANCORP, INC.

                                      By: /s/ Albert H. Eckert, II
                                          --------------------------------------
                                          Albert H. Eckert, II
                                          President, Chief Executive Officer and
                                          Director

                                      By: /s/ Jeffrey M. Hinds
                                          --------------------------------------
                                          Jeffrey M. Hinds
                                          Executive Vice President, Chief
                                          Financial Officer and Director

      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.

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr. Eckert)  constitutes and appoints Albert H. Eckert, II, as
the true and lawful  attorney-in-fact  and agent with full power of substitution
and  resubstitution,  for him and in his name,  place and stead,  in any and all
capacities to sign any or all amendments to the Form S-8 Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection  therewith,   with  the  U.S.  Securities  and  Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and  purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.


    Name                    Title                                 Date
    ----                    -----                                 ----

/s/ Albert H. Eckert, II    President, Chief Executive      May 16, 1997
-------------------------   Officer and Director
Albert H. Eckert, II        (Principal Executive Officer)


/s/ Jeffrey M. Hinds        Executive Vice President,       May 16, 1997
-------------------------   Chief Financial Officer and 
Jeffrey M. Hinds            Director (Principal Accounting 
                            and Financial Officer)





<PAGE> 9



/s/ Robert C. Baierl           Secretary and Director       May 16, 1997
-------------------------
Robert C. Baierl


/s/ Theodore R. Dixon          Director                     May 16, 1997
-------------------------
Theodore R. Dixon


/s/ David F. Figgins           Vice President and           May 16, 1997
-------------------------      Director
David F. Figgins


/s/ Thomas J. Jackson, Jr.     Director                     May 16, 1997
--------------------------
Thomas J. Jackson, Jr.


/s/ William S. McMinn          Vice President and           May 16, 1997
-------------------------      Director
William S. McMinn


/s/ Peter E. Reinert           Director                     May 16, 1997
-------------------------
Peter E. Reinert


/s/ Jack W. Schweiger          Director                     May 16, 1997
-------------------------
Jack W. Schweiger






<PAGE> 10



                                  EXHIBIT INDEX
                                  -------------

<TABLE>
<CAPTION>

                                                                                                    Sequentially
                                                                                                      Numbered
                                                                                                        Page
 Exhibit No.       Description              Method of Filing                                          Location
-------------     ----------------------   -----------------------------------------------------    ------------

    <S>            <C>                      <C>                                                         <C>
      4            Stock Certificate of     Incorporated herein by reference from the Exhibits          --
                   First Bell               to the Registrant's Registration Statement on
                   Bancorp, Inc.            Form S-1 filed with the SEC on November 9,
                                            1994 and declared effective on May 9, 1995.

    23.1           Consent of Deloitte &    Filed herewith.                                             11
                   Touche LLP

     24            Power of Attorney        Located on the signature page.                              --

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 28352}]
{"company-data": {"conformed-name": "FIRST BELL BANCORP INC", "cik": "0000932697", "assigned-sic": "6035", "irs-number": "251752651", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27445", "film-number": "97611640"}, "business-address": {"street1": "532 LINCOLN AVE", "city": "PITTSBURGH", "state": "PA", "zip": "15202", "phone": "4127342700"}, "mail-address": {"street1": "532 LINCOLN AVE", "city": "PITTSBURGH", "state": "PA", "zip": "15202"}}
1

      As filed with the Securities and Exchange Commission on May 20, 1997
                                                          
                                               Registration No. 333- 
                                                                    ------------
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                            FIRST BELL BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                                 6035                    25-1752651
(state or other jurisdiction of   (Primary Standard            (IRS Employer 
incorporation or organization)  Classification Code Number)  Identification No.)

                               532 LINCOLN AVENUE
                          BELLEVUE, PENNSYLVANIA 15202
                                 (412) 734-2700
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

               AMENDED AND RESTATED BELL FEDERAL SAVINGS AND LOAN
           ASSOCIATION OF BELLEVUE 1996 MASTER STOCK COMPENSATION PLAN
                            (Full Title of the Plan)
                     --------------------------------------
                                          COPIES TO:
ALBERT H. ECKERT, II                      JOSEPH G. PASSAIC, JR., ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER     ANN E. COX, ESQUIRE
FIRST BELL BANCORP, INC.                  MULDOON, MURPHY & FAUCETTE
300 DELAWARE AVENUE, SUITE 1704           5101 WISCONSIN AVENUE, N.W.
WILMINGTON, DELAWARE  19801               WASHINGTON, DC  20016
(302) 427-7883                            (202) 362-0840

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                      1933, check the following box. / X /
========================================================================================================
  Title of each Class of         Amount to be    Proposed Purchase   Estimated Aggregate   Registration
Securities to be Registered      Registered(1)   Price Per Share(2)    Offering Price          Fee
--------------------------------------------------------------------------------------------------------
Common Stock                  343,850 
   $.01 par Value                 Shares (3)        $14.72                $5,061,472          $1,582
========================================================================================================
(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  Amended and  Restated  Bell  Federal  Savings  and Loan  Association  of
   Bellevue 1996 Master Stock  Compensation Plan (the "Plan") as the result of a
   stock split,  stock dividend or similar  adjustment of the outstanding Common
   Stock of First Bell Bancorp, Inc. pursuant to 17 C.F.R. ss.230.416(a).
(2)The average of the high and low prices  listed on the Nasdaq  Stock Market on
   May 16, 1997 in accordance with Rule 457(c) under the Securities Act
   of 1933, as amended.
(3)Represents  the  total number of shares  currently  reserved or available for
   issuance pursuant to the Plan.
THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.

Number of Pages     12
Exhibit Index begins on  Page 10
2

FIRST BELL BANCORP, INC.

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

ITEMS 1 & 2. The  documents  containing  the  information  for the  Amended  and
Restated Bell Federal Savings and Loan Association of Bellevue 1996 Master Stock
Compensation Plan (the "Plan") required by Part I of the Registration  Statement
will be sent or  given to the  participants  in the  Plan as  specified  by Rule
428(b)(1).  Such  document  is  not  filed  with  the  Securities  and  Exchange
Commission (the "SEC") either as a part of this  Registration  Statement or as a
prospectus  or  prospectus  supplement  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 following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:

      (a) The First Bell Bancorp,  Inc. (the "Company" or  "Registrant")  Annual
Report on Form 10- K for the fiscal year ended December 31, 1996, which includes
the consolidated balance sheets of the Company and subsidiary as of December 31,
1996 and 1995,  and the related  consolidated  statements of income,  changes in
stockholders'  equity  and cash  flows for each of the  years in the  three-year
period ended  December 31, 1996,  together with the related notes and the report
of Deloitte & Touche LLP, independent  certified public accountants,  filed with
the SEC on March 27, 1997 (File No. 0-25172).

     (b)  The Form 10-Q report for the fiscal quarter ended March 31, 1997
(File No. 0-25172), filed by the Registrant with the SEC on May 15, 1997.

      (c) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 0-25172), as filed with the SEC, pursuant to Section 12(g) of
the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")  and Rule  12b-15
promulgated thereunder, on November 23, 1994.

      (d) All documents  filed by the  Registrant  pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

       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 ALSO IS  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.

                                      2
3

ITEM 4.  DESCRIPTION OF SECURITIES

      The common  stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None

      The  consolidated  balance  sheets of the  Company  and  subsidiary  as of
December 31, 1996 and 1995, and the related  consolidated  statements of income,
changes  in  stockholders'  equity  and cash  flows for each of the years in the
three-year  period ended December 31, 1996,  together with the related notes and
the report of Deloitte & Touche LLP,  independent  certified public accountants,
incorporated by reference in this Registration Statement, have been incorporated
herein in reliance upon the authority of said firm as experts in accounting  and
auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment  provides broader  indemnification  provisions than currently  exists.
This indemnification applies to the Board of Directors who administers the Plan.

      In accordance  with the General  Corporation  Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:

TENTH:
-----

A. Each person who was or is made a party or is threatened to be made a party to
or is  otherwise  involved in any action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact that he or she is or was a  Director  or an  Officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

                                      3
4

B. The right to  indemnification  conferred in Section A of this  Article  TENTH
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in advance of its final  disposition  (hereinafter
an "advancement of expenses");  provided, however, that, if the Delaware General
Corporation Law requires,  an advancement of expenses  incurred by an indemnitee
in his or her capacity as a Director or Officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  services  to an  employee  benefit  plan)  shall be made  only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final   adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.  The rights to  indemnification  and to the advancement of
expenses  conferred in Sections A and B of this Article  TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director,  Officer,  employee  or agent and shall  inure to the  benefit  of the
indemnitee's heirs, executors and administrators.

C. If a claim under  Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
expenses of  prosecuting or defending such suit. In: (i) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that;  and (ii) in any suit by the  Corporation to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met any applicable  standard for indemnification set forth in
the Delaware  General  Corporation  Law.  Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article TENTH or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this  Article  TENTH shall not be  exclusive of any other right which any person
may have or hereafter acquire under any statute,  the Corporation's  Certificate
of  Incorporation,  Bylaws,  agreement,  vote of stockholders  or  Disinterested
Directors or otherwise.

                                      4
5

E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director,  Officer,  employee or agent of the  Corporation  or subsidiary or
Affiliate or another  corporation,  partnership,  joint venture,  trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

F. The Corporation may, to the extent  authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any  employee  or agent  of the  Corporation  to the  fullest  extent  of the
provisions  of this  Article  TENTH  with  respect  to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:
--------

A Director of this Corporation shall not be personally liable to the Corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
Director,  except for liability:  (i) for any breach of the  Director's  duty of
loyalty to the Corporation or its  stockholders;  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law; (iii) under Section 174 of the Delaware  General  Corporation  Law; or (iv)
for any  transaction  from  which the  Director  derived  an  improper  personal
benefit.  If the  Delaware  General  Corporation  Law is  amended  to  authorize
corporate  action  further  eliminating  or limiting the  personal  liability of
Directors,  then  the  liability  of a  Director  of the  Corporation  shall  be
eliminated or limited to the fullest  extent  permitted by the Delaware  General
Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

      The  Registrant  is also  permitted to maintain  directors'  and officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy which
(subject to certain limits and  deductibles)  (i) insures officers and directors
of the Registrant  against loss arising from certain claims made against them by
reason  of  their  being  such  directors  or  officers,  and (ii)  insures  the
Registrant  against  loss  which  it  may be  required  or  permitted  to pay as
indemnification due its directors or officers for certain claims.

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                      5
6

ITEM 8.   LIST OF EXHIBITS.

      The following  exhibits are filed with or  incorporated  by reference into
this  Registration  Statement on Form S-8  (numbering  corresponds  generally to
Exhibit Table in Item 601 of Regulation S-K):

      4        Stock Certificate of First Bell Bancorp, Inc.1

      23.1     Consent of Deloitte & Touche LLP.

      24       Power of Attorney is located on the signature pages.

--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the  Registration  Statement  on Form S-1 (SEC No.  33-86160),  as amended,
  filed with the SEC on November 9, 1994 and declared effective on May 9, 1995.

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which it offers or sells securities, a
            post-effective amendment to this Registration Statement to:

            (i)   Include  any  Prospectus  required  by Section 10(a)(3) of the
                  Securities Act;

            (ii)  Reflect  in   the  Prospectus  any  facts  or  events   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 percent  change in the  maximum  aggregate  offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

            (iii) Include any additional or changed material  information on the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information   in  the   Registration   Statement   unless  the
                  information  required by (i) and (ii) is contained in periodic
                  reports  filed by the  Registrant  pursuant  to  Section 13 or
                  15(d) of the Exchange Act that are  incorporated  by reference
                  into this Registration Statement;
      
      (2)   For  determining  liability  under the Securities Act, to treat each
            post-effective  amendment  as a new  Registration  Statement  of the
            securities offered,  and the offering of the securities at that time
            to be the initial bona fide offering thereof.

                                      6
7

      (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)   That, for purposes of determining any liability under the Securities
            Act,  each filing of the  Registrant's  or the Plan's  annual report
            pursuant  to  Section  13(a) or 15(d)  of the  Exchange  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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  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 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 trustee,  officer or controlling  person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
trustee,  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 Act and will be governed by the final adjudication of
such issue.

                                      7
8

CONFORMED
                                  SIGNATURES

            Pursuant  to the  requirements  of the  Securities  Act,  First Bell
Bancorp,  Inc. 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 Borough of Bellevue,  Commonwealth of Pennsylvania,  on
May 16, 1997.

                                      FIRST BELL BANCORP, INC.

                                      By: /s/ Albert H. Eckert, II
                                          --------------------------------------
                                          Albert H. Eckert, II
                                          President, Chief Executive Officer and
                                          Director

                                      By: /s/ Jeffrey M. Hinds
                                          --------------------------------------
                                          Jeffrey M. Hinds
                                          Executive Vice President, Chief
                                          Financial Officer and Director

      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.

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr. Eckert)  constitutes and appoints Albert H. Eckert, II, as
the true and lawful  attorney-in-fact  and agent with full power of substitution
and  resubstitution,  for him and in his name,  place and stead,  in any and all
capacities to sign any or all amendments to the Form S-8 Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection  therewith,   with  the  U.S.  Securities  and  Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and  purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

    Name                    Title                                 Date
    ----                    -----                                 ----

/s/ Albert H. Eckert, II    President, Chief Executive      May 16, 1997
-------------------------   Officer and Director
Albert H. Eckert, II        (Principal Executive Officer)

/s/ Jeffrey M. Hinds        Executive Vice President,       May 16, 1997
-------------------------   Chief Financial Officer and 
Jeffrey M. Hinds            Director (Principal Accounting 
                            and Financial Officer)
9

/s/ Robert C. Baierl           Secretary and Director       May 16, 1997
-------------------------
Robert C. Baierl

/s/ Theodore R. Dixon          Director                     May 16, 1997
-------------------------
Theodore R. Dixon

/s/ David F. Figgins           Vice President and           May 16, 1997
-------------------------      Director
David F. Figgins

/s/ Thomas J. Jackson, Jr.     Director                     May 16, 1997
--------------------------
Thomas J. Jackson, Jr.

/s/ William S. McMinn          Vice President and           May 16, 1997
-------------------------      Director
William S. McMinn

/s/ Peter E. Reinert           Director                     May 16, 1997
-------------------------
Peter E. Reinert

/s/ Jack W. Schweiger          Director                     May 16, 1997
-------------------------
Jack W. Schweiger
10

                                  EXHIBIT INDEX
                                  -------------
Sequentially
                                                                                                      Numbered
                                                                                                        Page
 Exhibit No.       Description              Method of Filing                                          Location
-------------     ----------------------   -----------------------------------------------------    ------------
4            Stock Certificate of     Incorporated herein by reference from the Exhibits          --
                   First Bell               to the Registrant's Registration Statement on
                   Bancorp, Inc.            Form S-1 filed with the SEC on November 9,
                                            1994 and declared effective on May 9, 1995.

    23.1           Consent of Deloitte &    Filed herewith.                                             11
                   Touche LLP

     24            Power of Attorney        Located on the signature page.                              --