<PAGE> 1


    As filed with the Securities and Exchange Commission on November 26, 1997
                                                 Registration No. 333-
                                                                      ----------
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

DELAWARE                                  6035                    34-1840187
(state or other jurisdiction of    (Primary Standard            (IRS Employer 
incorporation or organization)  Classification Code Number)  Identification No.)

                               114 EAST 3RD STREET
                               DELPHOS, OHIO 45833
                                 (419) 692-2010
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

         DELPHOS CITIZENS BANCORP, INC. 1997 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)

                                          COPIES TO:
JOSEPH R. REINEMEYER                      LORI M. BERESFORD, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER     GEOFFREY W. RYAN, ESQUIRE
DELPHOS CITIZENS BANCORP, INC.            MULDOON, MURPHY & FAUCETTE
114 EAST 3RD STREET                       5101 WISCONSIN AVENUE, N.W.
DELPHOS, OHIO 45833                       WASHINGTON, DC  20016
(419) 692-2010                            (202) 362-0840
(Name, address, including zip code, 
and telephone number, including 
area code, of agent for service)

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after this Registration Statement becomes effective.

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      Offering Price        Fee
-------------------------------------------------------------------------------------------------------
   <S>                          <C>                  <C>                <C>               <C>                
    Common Stock                  203,872           
   $.01 par Value               Shares (2)           $15.79 (3)         $3,219,139        $975.00
-------------------------------------------------------------------------------------------------------
    Common Stock                   81,549
   $.01 par Value               Shares (4)           $17.75 (5)         $1,447,495        $439.00
=======================================================================================================
</TABLE>

(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 Delphos  Citizens  Bancorp,  Inc. 1997  Stock-Based  Incentive  Plan (the
   "Plan") as the result of a stock split,  stock dividend or similar adjustment
   of the outstanding Common Stock of Delphos Citizens Bancorp,  Inc.,  pursuant
   to 17 C.F.R. ss.230.416(a).
(2)Represents  the  total number of shares  currently  reserved or available for
   issuance as options pursuant to the Plan.
(3)Weighted  average price  determined by the average  exercise  price of $14.19
   per  share at which  options  for  112,128  shares  under  the Plan have been
   granted  to date  and by  $17.75  the  market  value of the  Common  Stock on
   November 20, 1997 as  determined by the last sales price listed on the Nasdaq
   Stock Market as reported in the Wall Street  Journal,  for 91,744  shares for
   which options have not yet been granted under the Plan.
(4)Represents  the  total number of shares  currently  reserved or available for
   issuance as stock awards under the Plan.
(5)The  last  sales price listed on the Nasdaq Stock Market on November 20, 1997
   in accordance with Rule 457(c) under the Securities Act of 1933, as amended.

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.


<PAGE> 2



DELPHOS CITIZENS BANCORP, INC.

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

ITEMS 1 & 2. The documents  containing the information for the Delphos  Citizens
Bancorp,  Inc. (the "Company" or the  "Registrant")  1997 Stock-Based  Incentive
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  Company's  Annual  Report on Form 10-K and  10-K/A for the fiscal
year ended  September  30, 1996,  which include the  consolidated  statements of
financial  condition of the Company's sole subsidiary,  Citizens Federal Savings
and Loan Association (now known as Citizens Bank of Delphos) as of September 30,
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  September  30,  1996,  together  with the related  notes (File No.
1-12141)   filed  with  the  SEC  on  December  30,  1996  and  April  3,  1997,
respectively.

      (b)   The  Form  10-Q  reports  filed  by  the  Registrant  for the fiscal
quarters ended December 31, 1996,  March  31,  1997,  and  June  30,  1997 (File
No. 1-12141), filed  with the SEC on February 13, 1997, May 13, 1997, and August
13, 1997, respectively.

      (c)   The Form 8-K report filed by the Registrant on August 19, 1997 (File
No. 1-12141).

      (d) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 1-12141),  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 September 9, 1996 and declared  effective on October
11, 1996, as incorporated by reference from the Company's Registration Statement
on Form S-1 (SEC File No. 333-10639) declared effective on October 11, 1996.

      (e)   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.





<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.

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 administer 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.

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 


<PAGE> 4



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.

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 stockholder; (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  


<PAGE> 5



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  that  such  indemnification  is  against  public  policy  as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

   Not applicable.

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 Delphos Citizens Bancorp, Inc.1

      5        Opinion of Muldoon, Murphy & Faucette  as to  the legality of the
               Common Stock to be issued.

      23.0     Consent  of Muldoon,  Murphy & Faucette (contained in the opinion
               included in Exhibit 5).

      23.1     Consent of Crowe, Chizek and Company 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. 333-10636), as amended,
  filed  with  the SEC on  August 22, 1996 and declared effective on October 11,
  1996.




<PAGE> 6



ITEM 9.   UNDERTAKINGS
      The undersigned Registrant hereby undertakes:

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

            (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

            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)   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 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.


      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 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.


      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 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
directors, 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.


<PAGE> 7





CONFORMED
                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities  Act,  Delphos  Citizens
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 City of Delphos, State of Ohio, on August 26, 1997.

                                          DELPHOS CITIZENS BANCORP, INC.



                                          By: /s/ Joseph R. Reinemeyer
                                              ----------------------------------
                                                Joseph R. Reinemeyer
                                                President, Chief Executive 
                                                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. Reinemeyer)  constitutes and appoints Joseph R. Reinemeyer
and Mr. Reinemeyer hereby constitutes and appoints Nancy Rumschlag,  as the true
and  lawful  attorney-in-fact  and agent  with full  power of  substitution  and
resubstitution,  for him (or her) and in his (or her) 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/ Joseph R. Reinemeyer     President, Chief Executive Officer  August 26, 1997
------------------------
Joseph R. Reinemeyer         and Director (principal executive, 
                             accounting and financial officer)


/s/ Nancy C. Rumschlag       Vice President and Director         August 26, 1997
----------------------
Nancy C. Rumschlag


/s/ P. Douglas Harter        Director                            August 26, 1997
---------------------
P. Douglas Harter


/s/ Robert L. Dillhoff       Director                            August 26, 1997
----------------------
Robert L. Dillhoff



<PAGE> 8





                                  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              --
                  Delphos Citizens         of the Registrant's Registration Statement on Form       
                  Bancorp, Inc.            S-1 filed with the SEC on August 22, 1996 and
                                           declared effective on October 11, 1996.

     5            Opinion of Muldoon,
                  Murphy & Faucette        Filed herewith.                                                  9

   23.0           Consent of Muldoon,
                  Murphy & Faucette        Contained in Exhibit 5.                                         --

   23.1           Consent of Crowe,        Filed herewith.                                                 12
                  Chizek and Company
                  LLP

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

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 27819}]
{"company-data": {"conformed-name": "DELPHOS CITIZENS BANCORP INC", "cik": "0001021206", "assigned-sic": "6035", "irs-number": "341840187", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41085", "film-number": "97729106"}, "business-address": {"street1": "114 E 3RD ST", "city": "DELPHOS", "state": "OH", "zip": "45833", "phone": "4196922010"}, "mail-address": {"street1": "114 EAST 3RD STREET", "city": "DELPHOS", "state": "OH", "zip": "45833"}}
1

    As filed with the Securities and Exchange Commission on November 26, 1997
                                                 Registration No. 333-
                                                                      ----------
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

DELAWARE                                  6035                    34-1840187
(state or other jurisdiction of    (Primary Standard            (IRS Employer 
incorporation or organization)  Classification Code Number)  Identification No.)

                               114 EAST 3RD STREET
                               DELPHOS, OHIO 45833
                                 (419) 692-2010
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

         DELPHOS CITIZENS BANCORP, INC. 1997 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)

                                          COPIES TO:
JOSEPH R. REINEMEYER                      LORI M. BERESFORD, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER     GEOFFREY W. RYAN, ESQUIRE
DELPHOS CITIZENS BANCORP, INC.            MULDOON, MURPHY & FAUCETTE
114 EAST 3RD STREET                       5101 WISCONSIN AVENUE, N.W.
DELPHOS, OHIO 45833                       WASHINGTON, DC  20016
(419) 692-2010                            (202) 362-0840
(Name, address, including zip code, 
and telephone number, including 
area code, of agent for service)

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after this Registration Statement becomes effective.

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      Offering Price        Fee
-------------------------------------------------------------------------------------------------------
Common Stock                  203,872           
   $.01 par Value               Shares (2)           $15.79 (3)         $3,219,139        $975.00
-------------------------------------------------------------------------------------------------------
    Common Stock                   81,549
   $.01 par Value               Shares (4)           $17.75 (5)         $1,447,495        $439.00
=======================================================================================================
(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 Delphos  Citizens  Bancorp,  Inc. 1997  Stock-Based  Incentive  Plan (the
   "Plan") as the result of a stock split,  stock dividend or similar adjustment
   of the outstanding Common Stock of Delphos Citizens Bancorp,  Inc.,  pursuant
   to 17 C.F.R. ss.230.416(a).
(2)Represents  the  total number of shares  currently  reserved or available for
   issuance as options pursuant to the Plan.
(3)Weighted  average price  determined by the average  exercise  price of $14.19
   per  share at which  options  for  112,128  shares  under  the Plan have been
   granted  to date  and by  $17.75  the  market  value of the  Common  Stock on
   November 20, 1997 as  determined by the last sales price listed on the Nasdaq
   Stock Market as reported in the Wall Street  Journal,  for 91,744  shares for
   which options have not yet been granted under the Plan.
(4)Represents  the  total number of shares  currently  reserved or available for
   issuance as stock awards under the Plan.
(5)The  last  sales price listed on the Nasdaq Stock Market on November 20, 1997
   in accordance with Rule 457(c) under the Securities Act of 1933, as amended.

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.
2

DELPHOS CITIZENS BANCORP, INC.

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

ITEMS 1 & 2. The documents  containing the information for the Delphos  Citizens
Bancorp,  Inc. (the "Company" or the  "Registrant")  1997 Stock-Based  Incentive
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  Company's  Annual  Report on Form 10-K and  10-K/A for the fiscal
year ended  September  30, 1996,  which include the  consolidated  statements of
financial  condition of the Company's sole subsidiary,  Citizens Federal Savings
and Loan Association (now known as Citizens Bank of Delphos) as of September 30,
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  September  30,  1996,  together  with the related  notes (File No.
1-12141)   filed  with  the  SEC  on  December  30,  1996  and  April  3,  1997,
respectively.

      (b)   The  Form  10-Q  reports  filed  by  the  Registrant  for the fiscal
quarters ended December 31, 1996,  March  31,  1997,  and  June  30,  1997 (File
No. 1-12141), filed  with the SEC on February 13, 1997, May 13, 1997, and August
13, 1997, respectively.

      (c)   The Form 8-K report filed by the Registrant on August 19, 1997 (File
No. 1-12141).

      (d) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 1-12141),  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 September 9, 1996 and declared  effective on October
11, 1996, as incorporated by reference from the Company's Registration Statement
on Form S-1 (SEC File No. 333-10639) declared effective on October 11, 1996.

      (e)   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.
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.

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 administer 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.

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
4

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.

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 stockholder; (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
5

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  that  such  indemnification  is  against  public  policy  as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

   Not applicable.

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 Delphos Citizens Bancorp, Inc.1

      5        Opinion of Muldoon, Murphy & Faucette  as to  the legality of the
               Common Stock to be issued.

      23.0     Consent  of Muldoon,  Murphy & Faucette (contained in the opinion
               included in Exhibit 5).

      23.1     Consent of Crowe, Chizek and Company 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. 333-10636), as amended,
  filed  with  the SEC on  August 22, 1996 and declared effective on October 11,
  1996.
6

ITEM 9.   UNDERTAKINGS
      The undersigned Registrant hereby undertakes:

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

            (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

            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)   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 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.

      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 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.

      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 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
directors, 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

CONFORMED
                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities  Act,  Delphos  Citizens
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 City of Delphos, State of Ohio, on August 26, 1997.

                                          DELPHOS CITIZENS BANCORP, INC.

                                          By: /s/ Joseph R. Reinemeyer
                                              ----------------------------------
                                                Joseph R. Reinemeyer
                                                President, Chief Executive 
                                                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. Reinemeyer)  constitutes and appoints Joseph R. Reinemeyer
and Mr. Reinemeyer hereby constitutes and appoints Nancy Rumschlag,  as the true
and  lawful  attorney-in-fact  and agent  with full  power of  substitution  and
resubstitution,  for him (or her) and in his (or her) 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/ Joseph R. Reinemeyer     President, Chief Executive Officer  August 26, 1997
------------------------
Joseph R. Reinemeyer         and Director (principal executive, 
                             accounting and financial officer)

/s/ Nancy C. Rumschlag       Vice President and Director         August 26, 1997
----------------------
Nancy C. Rumschlag

/s/ P. Douglas Harter        Director                            August 26, 1997
---------------------
P. Douglas Harter

/s/ Robert L. Dillhoff       Director                            August 26, 1997
----------------------
Robert L. Dillhoff
8

                                  EXHIBIT INDEX
                                  -------------
Sequentially
                                                                                                        Numbered
                                                                                                          Page
Exhibit No.        Description              Method of Filing                                            Location
-------------     --------------------     ---------------------------------------------------       ------------
4            Stock Certificate of     Incorporated herein by reference from the Exhibits              --
                  Delphos Citizens         of the Registrant's Registration Statement on Form       
                  Bancorp, Inc.            S-1 filed with the SEC on August 22, 1996 and
                                           declared effective on October 11, 1996.

     5            Opinion of Muldoon,
                  Murphy & Faucette        Filed herewith.                                                  9

   23.0           Consent of Muldoon,
                  Murphy & Faucette        Contained in Exhibit 5.                                         --

   23.1           Consent of Crowe,        Filed herewith.                                                 12
                  Chizek and Company
                  LLP

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