As filed with the Securities and Exchange Commission on May 19,
2000

                   Registration No. 333-_____

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                      ____________________

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

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

     Pennsylvania                             23-2354007
  (State or other jurisdiction             (I.R.S. Employer
of incorporation or organization)         Identification Number)

133 North Centre Avenue
Leesport, Pennsylvania                           19533
(Address of principal                         (Zip Code)
executive office)

       FIRST LEESPORT BANCORP, INC. NON-EMPLOYEE DIRECTOR
                        COMPENSATION PLAN
                       (Full title of Plan)

                  First Leesport Bancorp, Inc.
                     133 North Centre Avenue
                  Leesport, Pennsylvania 19533
              ___________(610) 926-2161____________
       (Address, including zip code, and telephone number,
          including area code, of Registrant's principal
                       executive offices)

Raymond H. Melcher, Jr.            Copies to:
Chairman, President and Chief      David W. Swartz, Esquire
    Executive Officer              Stevens & Lee, P.C.
First Leesport Bancorp, Inc.       111 North Sixth Street
133 North Centre Avenue            P.O. Box 679
Leesport, Pennsylvania 19533       Reading, PA  19603-0679
(610) 926-2161                     (610) 478-2000
            ________________________________________
        (Name, address, including zip code, and telephone
       number, including area code, of agent for service)

                      ____________________


                 CALCULATION OF REGISTRATION FEE

                               Proposed   Proposed
Title of each                  Maximum    Maximum       Amount
Class of         Amount        Offering   Aggregate       of
Securities to    to be         Price per  Offering  Registration
Registered      Registered(1)  Share(2)    Price          Fee

Common Stock,     250,000        N/A        N/A        $1,039.50
$5.00 Par value

(1)  Based on the maximum number of shares of First Leesport
     Bancorp, Inc. common stock, par value $5.00 per share,
     authorized for issuance under the plan set forth above.
     An indeterminate number of shares of common stock as may
     become issuable by reason of the anti-dilution provisions
     of the plans are also hereby registered.

(2)  Estimated pursuant to Rule 457(c) and (h)(1) solely for the
     purpose of calculating the amount of the registration fee
     based upon the average of the high and low prices for a
     share of the Registrant's common stock on May 18, 2000
     with respect to the shares of common stock issuable under
     the plan.



                             PART II

Item 3.  Incorporation of Documents by Reference.

          This Registration Statement relates to 250,000 shares of common
stock, $5.00 par value, of First Leesport Bancorp, Inc. ("First
Leesport"), being registered for use under the First Leesport Bancorp Inc.
Non-Employee Director Compensation Plan (the "Plan").

          The following documents filed with the Securities and Exchange
Commission are incorporated by reference in this Registration Statement
and made a part hereof:

(a)  First Leesport's Annual Report, as amended, on Form 10-K
     for the fiscal year ended December 31, 1999; and

(b)  All other documents filed by First Leesport after the date
     of this Registration Statement under Section 13(a), 13(c),
     14 and 15(d) of the Securities Exchange Act of 1934, prior
     to the filing of a post-effective amendment to the
     Registration Statement which indicates that all securities
     offered have been sold or which deregisters all securities
     then remaining unsold, shall be deemed to be incorporated
     by reference in this Registration Statement and part of
     this Registration Statement from the date of filing of such
     documents.

     Any statement contained in a document that is incorporated by
reference will be modified or superseded for all purposes to the extent
that a statement contained in this prospectus (or in any other document
that is subsequently filed with the Commission and incorporated by
reference) modifies or is contrary to that previous statement.

     The document(s) containing the information specified in Items 1 and 2
of Part I of this Form S-8 that will be sent or given to the plan
participants, as specified in Rule 428(b)(1) and in accordance with the
instructions to Part I of Form S-8, are not filed with the Securities and
Exchange Commission as a part of this Registration Statement.

Item 4.  Description of Securities.

          The authorized capital stock of First Leesport consists of
10,000 000 shares of common stock, $5.00 par value. As of March 22, 2000,
there were 1,848,474 shares of First Leesport common stock outstanding.
There are no other shares of capital stock of First Leesport authorized,
issued or outstanding.  First Leesport has no options, warrants, or other
rights authorized, issued or outstanding, other than options granted under
First Leesport's stock option and other employee benefit plans.

Common Stock

          The holders of First Leesport common stock share ratably in
dividends when and if declared by the First Leesport Board of Directors
from funds legally available from First Leesport. Declaration and payment
of cash dividends by First Leesport depend upon dividend payments by The
First National Bank of Leesport and Merchant Bank of Pennsylvania Bank,
which are First Leesport's primary source of revenue and cash flow.  First
Leesport is a legal entity separate and distinct from its subsidiaries.
Accordingly, the right of First Leesport, and consequently the right of
creditors and shareholders of First Leesport, to participate in any
distribution of the assets or earnings of any subsidiary is necessarily
subject to the prior claims of creditors of the subsidiary, except to the
extent that claims of First Leesport in its capacity as a creditor may be
recognized.

          For certain limitations on the ability of First Leesport Bank to
pay dividends to First Leesport, see First Leesport's Annual Report on
Form 10-K for the year ended December 31, 1999.

          Each holder of shares of First Leesport common stock has one
vote for each share held on matters upon which shareholders have the right
to vote.  First Leesport shareholders cannot cumulate votes in the
election of directors.

          Holders of First Leesport common stock have no preemptive rights
to acquire any additional shares of First Leesport.  In addition, First
Leesport common stock is not subject to redemption.

          First Leesport's Articles of Incorporation authorize the First
Leesport Board of Directors to issue authorized shares of First Leesport
common stock without shareholder approval. First Leesport common stock is
included for quotation on the Nasdaq Small Cap Market.  To maintain Nasdaq
inclusion, First Leesport's shareholders must approve the issuance of
additional shares of First Leesport common stock or securities convertible
into First Leesport common stock if the issuance of such securities

          -     relates to acquisition of a company and the
                securities will have 20% or more of the voting
                power outstanding before the issuance;

          -     relates to acquisition of a company in which a
                director, officer or substantial shareholder of
                First Leesport has a 5% or greater interest and
                the issuance of the securities could result in
                an increase in outstanding common stock or
                voting power of 5% or more;

          -     relates to a transaction, other than a public
                offering, at a price less than the greater of
                book or market value in which the shares issued
                will equal 20% or more of the shares of First
                Leesport common stock or 20% or more of the
                voting power outstanding before issuance; or

          -     would result in a change in control of First
                Leesport.

          Under Nasdaq rules, shareholders must also approve a stock
option or purchase plan applicable to officers and directors other than a
broadly-based plan in which other security holders of First Leesport or
employees of First Leesport participate.

          In the event of liquidation, dissolution or winding-up of First
Leesport, whether voluntary or involuntary, holders of First Leesport
common stock share ratably in any of its assets or funds that are
available for distribution to its shareholders after the satisfaction of
its liabilities (or after adequate provision is made for the satisfaction
of its liabilities).

Special Charter and Pennsylvania Corporate Law Provisions

           First Leesport's Articles of Incorporation and Bylaws contain
provisions which may have the effect of deterring or discouraging an
attempt to acquire control of First Leesport. These provisions:

          -     divide the First Leesport Board of Directors
                into three classes serving staggered three-year
                terms;

          -     require that shares with at least 70% of total
                voting power approve mergers and other similar
                transactions in which First Leesport would not
                be the surviving or controlling entity;

          -     require that shares with at least a majority, or
                in certain instances 70%, of total voting power
                approve the repeal or amendment of First
                Leesport's Articles of Incorporation;

          -     require any person who acquires stock of First
                Leesport with voting power of 30% or more offer
                to purchase for cash all remaining shares of
                First Leesport voting stock at the highest price
                paid for shares of First Leesport during the
                preceding year, unless 80% or more of the
                directors approve the acquisition of First
                Leesport by such person;

          -     eliminate cumulative voting in elections of
                directors;

          -     allow the Board of Directors to consider any
                pertinent issues when considering whether to
                oppose an offer to acquire First Leesport and
                allow it to take any lawful action to accomplish
                rejection of an offer;

          -     require advance notice of nominations for the
                election of directors at meetings of
                shareholders; and

          -     require shareholders entitled to cast at least
                20% of the vote which all shareholders are
                entitled to cast to call a special meeting.

          The Pennsylvania Business Corporation Law also contains certain
provisions applicable to First Leesport which may have the effect of
impeding a change in control of First Leesport. These provisions:

          -     require that, following any acquisition by a
                shareholder of 20% of a public corporation's
                voting power, the remaining shareholders have
                the right to receive payment for their shares,
                in cash, in an amount equal to the "fair value"
                of the shares, including an increment
                representing a proportion of any value payable
                for control of the corporation;

          -     prohibit for five years, subject to certain
                exceptions, a "business combination," which
                includes a merger or consolidation of the
                corporation or a sale, lease or exchange of
                assets, with a shareholder or group of
                shareholders beneficially owning 20% or more of
                a public corporation's voting power;

          -     prevent a shareholder acquiring different levels
                of voting power (20%, 33% and 50%) from voting
                any shares in excess of the applicable threshold
                unless "disinterested shareholders" approve such
                voting rights; and

          -     require any person or group that publicly
                announces that it may acquire control of the
                corporation, or that acquires or publicly
                discloses an intent to acquire 20% or more of
                the voting power of the corporation, to disgorge
                to the corporation any profits it receives form
                sales of the corporation's equity securities
                purchased over the prior 18 months.

          In 1990, Pennsylvania adopted legislation further amending the
Pennsylvania Business Corporation Law.  To the
extent applicable to First Leesport at the present time, this legislation
generally:

          -     expands the factors and groups (including
                shareholders) which the First Leesport Board of
                Directors can consider in determining whether a
                certain action is in the best interests of the
                corporation;

          -     provides that the First Leesport Board of
                Directors need not consider the interests of any
                particular group as dominant or controlling;

          -     provides that First Leesport's directors, in
                order to satisfy the presumption that they have
                acted in the best interests of the corporation,
                need not satisfy any greater obligation or
                higher burden of proof for actions relating to
                an acquisition or potential acquisition of
                control;

          -     provides that actions relating to acquisitions
                of control that are approved by a majority of
                "disinterested directors" are presumed to
                satisfy the directors' standard, unless proven
                by clear and convincing evidence that the
                directors did not assent to such action in good
                faith after reasonable investigation; and

          -     provides that the fiduciary duty of First
                Leesport's directors is solely to the
                corporation and may be enforced by the
                corporation or by a shareholder in a derivative
                action, but not by a shareholder directly.

          The 1990 amendments to the Pennsylvania Business Corporation Law
of 1988 explicitly provide that the fiduciary duty of directors shall not
be deemed to require directors:

          -     to redeem any rights under, or to modify or
                render inapplicable, any shareholder rights
                plan;

          -     to render inapplicable, or make determinations
                under, provisions of the Pennsylvania Business
                Corporation Law of 1988, relating to control
                transactions, business combinations,
                control-share acquisitions or disgorgement by
                certain controlling shareholders following
                attempts to acquire control; or

          -     to act as the board of directors, a committee of
                the board or an individual director solely
                because of the effect such action might have on
                an acquisition or potential or proposed
                acquisition of control of the corporation or the
                consideration that might be offered or paid to
                shareholders in such an acquisition.

          One of the effects of the 1990 fiduciary duty statutory
provisions may be to make it more difficult for a shareholder to
successfully challenge the actions of the First Leesport Board of
Directors in a potential change in control context. Pennsylvania case law
appears to provide that the fiduciary duty standard under the 1990
amendments to the Pennsylvania Business Corporation Law of 1988 grants
directors the statutory authority to reject or refuse to consider any
potential or proposed acquisition of the corporation.

Item 5.  Interest of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Pennsylvania law provides that a Pennsylvania corporation may
indemnify directors, officers, employees and agents of the corporation
against liabilities they may incur in such capacities for any action taken
or any failure to act, whether or not the corporation would have the power
to indemnify the person under any provision of law, unless such action or
failure to act is determined by a court to have constituted recklessness
or willful misconduct.  Pennsylvania law also permits the adoption of a
bylaw amendment, approved by shareholders, providing for the elimination
of a director's liability for monetary damages for any action taken or any
failure to take any action unless (1) the director has breached or failed
to perform the duties of his office and (2) the breach or failure to
perform constitutes self-dealing, willful misconduct or recklessness.

     The bylaws of First Leesport provide for (1) indemnification of
directors, officers, employees and agents of First Leesport and (2) the
elimination of a director's liability for monetary damages, to the fullest
extent permitted by Pennsylvania law unless the director has breached or
failed to perform the duties of his or her office under Subchapter B of
Chapter 17 of the Pennsylvania Business Corporation Law of 1988, as it may
be amended, and such breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness.

     Directors and officers are also insured against certain liabilities
for their actions, as such, by an insurance policy obtained by First
Leesport.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits

     Exhibits:

Number     Title

 4.1     Articles of Incorporation of First Leesport Bancorp,
         Inc. (Incorporated by reference to Exhibit 3.1
         of the Registrant's Annual Report on
         Form 10-KSB for the year ended December 31, 1998.)

 4.2     By-Laws of First Leesport Bancorp, Inc. (Incorporated
         by reference to Exhibit 3.2 of the Registrant's
         Annual Report on Form 10-KSB for the year ended
         December 31, 1998.)

 5.1     Opinion of Stevens & Lee, P.C.

10.1     First Leesport Bancorp, Inc. Non-Employee Director
         Compensation Plan.

23.1     Consent of Stevens & Lee, P.C. (included in
         Exhibit 5.1).

23.2     Consent of Beard & Company, Inc., Independent Auditors.

24.1     Power of Attorney (included on signature page).

Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:

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

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

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

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

                    Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by these paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.

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

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

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

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, 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 director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.



                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form S-8 and has authorized
this registration statement to be signed on its behalf by the undersigned
in the Borough of Leesport, Commonwealth of Pennsylvania on May 5, 2000.

                              FIRST LEESPORT BANCORP, INC.

                              By:/s/ Raymond H. Melcher, Jr.
                                 Chairman, President and Chief
                                 Executive Officer


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Raymond H. Melcher, Jr., David W.
Swartz, Esquire or Joseph M. Harenza, Esquire, and each of them, his true
and lawful attorney-in-fact, as agent with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacity, to sign any or all amendments to this Registration Statement and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting to such attorney-in-fact and agents full power and authority to
do and perform each and every act and this requisite and necessary to be
done in and about the premises, as fully and to all intents and purposes
as they might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.



     Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement was signed below by the following
persons and in the capacities and on the dates stated.

       Signature


/s/ Raymond H. Melcher, Jr.  Chairman, President   May 5, 2000
                             and Chief Executive
                             Officer (Principal
                             Executive Officer),
                             Director

/s/ Kurt A. Phillips         Chief Financial       May 19, 2000
                             and Chief Accounting
                             Officer

/s/ Edward C. Barrett     _  Director              May 5, 2000

/s/ James H. Burton          Director              May 5, 2000

/s/ Anthony Cali             Director              May 4, 2000

/s/ John T. Connelly         Director              May 5, 2000
   John T. Connelly

_                            Director
   Charles J. Hopkins

/s/ Keith W. Johnson         Director              May 9, 2000

/s/ William Keller           Director              May 18, 2000

/s/ Andrew J. Kuzneski, Jr.  Director              May 8, 2000

/s/ Harry J. O'Neill, III    Director              May 5, 2000

/s/ Roland C. Moyer, Jr.     Director              May 5, 2000

/s/ Karen A. Rightmire       Director              May 4, 2000

/s/ Alfred J. Weber          Director              May 5, 2000



                          EXHIBIT INDEX

Number    Title

5.1       Opinion of Stevens & Lee, P.C.

10.1      First Leesport Bancorp, Inc. Non-Employee Director
          Compensation Plan.

23.1      Consent of Stevens & Lee, P.C. (included in
          Exhibit 5.1).

23.2      Consent of Beard & Company, Inc., Independent
          Auditors.

24.1      Power of Attorney (included on signature page).

_____










05/19/00/SL1 42386v1/03002.001



13
05/19/00/SL1 42386v1/03002.001
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As filed with the Securities and Exchange Commission on May 19,
2000

                   Registration No. 333-_____

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                      ____________________

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

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

     Pennsylvania                             23-2354007
  (State or other jurisdiction             (I.R.S. Employer
of incorporation or organization)         Identification Number)

133 North Centre Avenue
Leesport, Pennsylvania                           19533
(Address of principal                         (Zip Code)
executive office)

       FIRST LEESPORT BANCORP, INC. NON-EMPLOYEE DIRECTOR
                        COMPENSATION PLAN
                       (Full title of Plan)

                  First Leesport Bancorp, Inc.
                     133 North Centre Avenue
                  Leesport, Pennsylvania 19533
              ___________(610) 926-2161____________
       (Address, including zip code, and telephone number,
          including area code, of Registrant's principal
                       executive offices)

Raymond H. Melcher, Jr.            Copies to:
Chairman, President and Chief      David W. Swartz, Esquire
    Executive Officer              Stevens & Lee, P.C.
First Leesport Bancorp, Inc.       111 North Sixth Street
133 North Centre Avenue            P.O. Box 679
Leesport, Pennsylvania 19533       Reading, PA  19603-0679
(610) 926-2161                     (610) 478-2000
            ________________________________________
        (Name, address, including zip code, and telephone
       number, including area code, of agent for service)

                      ____________________

                 CALCULATION OF REGISTRATION FEE

                               Proposed   Proposed
Title of each                  Maximum    Maximum       Amount
Class of         Amount        Offering   Aggregate       of
Securities to    to be         Price per  Offering  Registration
Registered      Registered(1)  Share(2)    Price          Fee

Common Stock,     250,000        N/A        N/A        $1,039.50
$5.00 Par value

(1)  Based on the maximum number of shares of First Leesport
     Bancorp, Inc. common stock, par value $5.00 per share,
     authorized for issuance under the plan set forth above.
     An indeterminate number of shares of common stock as may
     become issuable by reason of the anti-dilution provisions
     of the plans are also hereby registered.

(2)  Estimated pursuant to Rule 457(c) and (h)(1) solely for the
     purpose of calculating the amount of the registration fee
     based upon the average of the high and low prices for a
     share of the Registrant's common stock on May 18, 2000
     with respect to the shares of common stock issuable under
     the plan.

                             PART II

Item 3.  Incorporation of Documents by Reference.

          This Registration Statement relates to 250,000 shares of common
stock, $5.00 par value, of First Leesport Bancorp, Inc. ("First
Leesport"), being registered for use under the First Leesport Bancorp Inc.
Non-Employee Director Compensation Plan (the "Plan").

          The following documents filed with the Securities and Exchange
Commission are incorporated by reference in this Registration Statement
and made a part hereof:

(a)  First Leesport's Annual Report, as amended, on Form 10-K
     for the fiscal year ended December 31, 1999; and

(b)  All other documents filed by First Leesport after the date
     of this Registration Statement under Section 13(a), 13(c),
     14 and 15(d) of the Securities Exchange Act of 1934, prior
     to the filing of a post-effective amendment to the
     Registration Statement which indicates that all securities
     offered have been sold or which deregisters all securities
     then remaining unsold, shall be deemed to be incorporated
     by reference in this Registration Statement and part of
     this Registration Statement from the date of filing of such
     documents.

     Any statement contained in a document that is incorporated by
reference will be modified or superseded for all purposes to the extent
that a statement contained in this prospectus (or in any other document
that is subsequently filed with the Commission and incorporated by
reference) modifies or is contrary to that previous statement.

     The document(s) containing the information specified in Items 1 and 2
of Part I of this Form S-8 that will be sent or given to the plan
participants, as specified in Rule 428(b)(1) and in accordance with the
instructions to Part I of Form S-8, are not filed with the Securities and
Exchange Commission as a part of this Registration Statement.

Item 4.  Description of Securities.

          The authorized capital stock of First Leesport consists of
10,000 000 shares of common stock, $5.00 par value. As of March 22, 2000,
there were 1,848,474 shares of First Leesport common stock outstanding.
There are no other shares of capital stock of First Leesport authorized,
issued or outstanding.  First Leesport has no options, warrants, or other
rights authorized, issued or outstanding, other than options granted under
First Leesport's stock option and other employee benefit plans.

Common Stock

          The holders of First Leesport common stock share ratably in
dividends when and if declared by the First Leesport Board of Directors
from funds legally available from First Leesport. Declaration and payment
of cash dividends by First Leesport depend upon dividend payments by The
First National Bank of Leesport and Merchant Bank of Pennsylvania Bank,
which are First Leesport's primary source of revenue and cash flow.  First
Leesport is a legal entity separate and distinct from its subsidiaries.
Accordingly, the right of First Leesport, and consequently the right of
creditors and shareholders of First Leesport, to participate in any
distribution of the assets or earnings of any subsidiary is necessarily
subject to the prior claims of creditors of the subsidiary, except to the
extent that claims of First Leesport in its capacity as a creditor may be
recognized.

          For certain limitations on the ability of First Leesport Bank to
pay dividends to First Leesport, see First Leesport's Annual Report on
Form 10-K for the year ended December 31, 1999.

          Each holder of shares of First Leesport common stock has one
vote for each share held on matters upon which shareholders have the right
to vote.  First Leesport shareholders cannot cumulate votes in the
election of directors.

          Holders of First Leesport common stock have no preemptive rights
to acquire any additional shares of First Leesport.  In addition, First
Leesport common stock is not subject to redemption.

          First Leesport's Articles of Incorporation authorize the First
Leesport Board of Directors to issue authorized shares of First Leesport
common stock without shareholder approval. First Leesport common stock is
included for quotation on the Nasdaq Small Cap Market.  To maintain Nasdaq
inclusion, First Leesport's shareholders must approve the issuance of
additional shares of First Leesport common stock or securities convertible
into First Leesport common stock if the issuance of such securities

          -     relates to acquisition of a company and the
                securities will have 20% or more of the voting
                power outstanding before the issuance;

          -     relates to acquisition of a company in which a
                director, officer or substantial shareholder of
                First Leesport has a 5% or greater interest and
                the issuance of the securities could result in
                an increase in outstanding common stock or
                voting power of 5% or more;

          -     relates to a transaction, other than a public
                offering, at a price less than the greater of
                book or market value in which the shares issued
                will equal 20% or more of the shares of First
                Leesport common stock or 20% or more of the
                voting power outstanding before issuance; or

          -     would result in a change in control of First
                Leesport.

          Under Nasdaq rules, shareholders must also approve a stock
option or purchase plan applicable to officers and directors other than a
broadly-based plan in which other security holders of First Leesport or
employees of First Leesport participate.

          In the event of liquidation, dissolution or winding-up of First
Leesport, whether voluntary or involuntary, holders of First Leesport
common stock share ratably in any of its assets or funds that are
available for distribution to its shareholders after the satisfaction of
its liabilities (or after adequate provision is made for the satisfaction
of its liabilities).

Special Charter and Pennsylvania Corporate Law Provisions

           First Leesport's Articles of Incorporation and Bylaws contain
provisions which may have the effect of deterring or discouraging an
attempt to acquire control of First Leesport. These provisions:

          -     divide the First Leesport Board of Directors
                into three classes serving staggered three-year
                terms;

          -     require that shares with at least 70% of total
                voting power approve mergers and other similar
                transactions in which First Leesport would not
                be the surviving or controlling entity;

          -     require that shares with at least a majority, or
                in certain instances 70%, of total voting power
                approve the repeal or amendment of First
                Leesport's Articles of Incorporation;

          -     require any person who acquires stock of First
                Leesport with voting power of 30% or more offer
                to purchase for cash all remaining shares of
                First Leesport voting stock at the highest price
                paid for shares of First Leesport during the
                preceding year, unless 80% or more of the
                directors approve the acquisition of First
                Leesport by such person;

          -     eliminate cumulative voting in elections of
                directors;

          -     allow the Board of Directors to consider any
                pertinent issues when considering whether to
                oppose an offer to acquire First Leesport and
                allow it to take any lawful action to accomplish
                rejection of an offer;

          -     require advance notice of nominations for the
                election of directors at meetings of
                shareholders; and

          -     require shareholders entitled to cast at least
                20% of the vote which all shareholders are
                entitled to cast to call a special meeting.

          The Pennsylvania Business Corporation Law also contains certain
provisions applicable to First Leesport which may have the effect of
impeding a change in control of First Leesport. These provisions:

          -     require that, following any acquisition by a
                shareholder of 20% of a public corporation's
                voting power, the remaining shareholders have
                the right to receive payment for their shares,
                in cash, in an amount equal to the "fair value"
                of the shares, including an increment
                representing a proportion of any value payable
                for control of the corporation;

          -     prohibit for five years, subject to certain
                exceptions, a "business combination," which
                includes a merger or consolidation of the
                corporation or a sale, lease or exchange of
                assets, with a shareholder or group of
                shareholders beneficially owning 20% or more of
                a public corporation's voting power;

          -     prevent a shareholder acquiring different levels
                of voting power (20%, 33% and 50%) from voting
                any shares in excess of the applicable threshold
                unless "disinterested shareholders" approve such
                voting rights; and

          -     require any person or group that publicly
                announces that it may acquire control of the
                corporation, or that acquires or publicly
                discloses an intent to acquire 20% or more of
                the voting power of the corporation, to disgorge
                to the corporation any profits it receives form
                sales of the corporation's equity securities
                purchased over the prior 18 months.

          In 1990, Pennsylvania adopted legislation further amending the
Pennsylvania Business Corporation Law.  To the
extent applicable to First Leesport at the present time, this legislation
generally:

          -     expands the factors and groups (including
                shareholders) which the First Leesport Board of
                Directors can consider in determining whether a
                certain action is in the best interests of the
                corporation;

          -     provides that the First Leesport Board of
                Directors need not consider the interests of any
                particular group as dominant or controlling;

          -     provides that First Leesport's directors, in
                order to satisfy the presumption that they have
                acted in the best interests of the corporation,
                need not satisfy any greater obligation or
                higher burden of proof for actions relating to
                an acquisition or potential acquisition of
                control;

          -     provides that actions relating to acquisitions
                of control that are approved by a majority of
                "disinterested directors" are presumed to
                satisfy the directors' standard, unless proven
                by clear and convincing evidence that the
                directors did not assent to such action in good
                faith after reasonable investigation; and

          -     provides that the fiduciary duty of First
                Leesport's directors is solely to the
                corporation and may be enforced by the
                corporation or by a shareholder in a derivative
                action, but not by a shareholder directly.

          The 1990 amendments to the Pennsylvania Business Corporation Law
of 1988 explicitly provide that the fiduciary duty of directors shall not
be deemed to require directors:

          -     to redeem any rights under, or to modify or
                render inapplicable, any shareholder rights
                plan;

          -     to render inapplicable, or make determinations
                under, provisions of the Pennsylvania Business
                Corporation Law of 1988, relating to control
                transactions, business combinations,
                control-share acquisitions or disgorgement by
                certain controlling shareholders following
                attempts to acquire control; or

          -     to act as the board of directors, a committee of
                the board or an individual director solely
                because of the effect such action might have on
                an acquisition or potential or proposed
                acquisition of control of the corporation or the
                consideration that might be offered or paid to
                shareholders in such an acquisition.

          One of the effects of the 1990 fiduciary duty statutory
provisions may be to make it more difficult for a shareholder to
successfully challenge the actions of the First Leesport Board of
Directors in a potential change in control context. Pennsylvania case law
appears to provide that the fiduciary duty standard under the 1990
amendments to the Pennsylvania Business Corporation Law of 1988 grants
directors the statutory authority to reject or refuse to consider any
potential or proposed acquisition of the corporation.

Item 5.  Interest of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Pennsylvania law provides that a Pennsylvania corporation may
indemnify directors, officers, employees and agents of the corporation
against liabilities they may incur in such capacities for any action taken
or any failure to act, whether or not the corporation would have the power
to indemnify the person under any provision of law, unless such action or
failure to act is determined by a court to have constituted recklessness
or willful misconduct.  Pennsylvania law also permits the adoption of a
bylaw amendment, approved by shareholders, providing for the elimination
of a director's liability for monetary damages for any action taken or any
failure to take any action unless (1) the director has breached or failed
to perform the duties of his office and (2) the breach or failure to
perform constitutes self-dealing, willful misconduct or recklessness.

     The bylaws of First Leesport provide for (1) indemnification of
directors, officers, employees and agents of First Leesport and (2) the
elimination of a director's liability for monetary damages, to the fullest
extent permitted by Pennsylvania law unless the director has breached or
failed to perform the duties of his or her office under Subchapter B of
Chapter 17 of the Pennsylvania Business Corporation Law of 1988, as it may
be amended, and such breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness.

     Directors and officers are also insured against certain liabilities
for their actions, as such, by an insurance policy obtained by First
Leesport.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits

     Exhibits:

Number     Title

 4.1     Articles of Incorporation of First Leesport Bancorp,
         Inc. (Incorporated by reference to Exhibit 3.1
         of the Registrant's Annual Report on
         Form 10-KSB for the year ended December 31, 1998.)

 4.2     By-Laws of First Leesport Bancorp, Inc. (Incorporated
         by reference to Exhibit 3.2 of the Registrant's
         Annual Report on Form 10-KSB for the year ended
         December 31, 1998.)

 5.1     Opinion of Stevens & Lee, P.C.

10.1     First Leesport Bancorp, Inc. Non-Employee Director
         Compensation Plan.

23.1     Consent of Stevens & Lee, P.C. (included in
         Exhibit 5.1).

23.2     Consent of Beard & Company, Inc., Independent Auditors.

24.1     Power of Attorney (included on signature page).

Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:

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

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

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

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

                    Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by these paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.

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

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

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

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant, 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 director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form S-8 and has authorized
this registration statement to be signed on its behalf by the undersigned
in the Borough of Leesport, Commonwealth of Pennsylvania on May 5, 2000.

                              FIRST LEESPORT BANCORP, INC.

                              By:/s/ Raymond H. Melcher, Jr.
                                 Chairman, President and Chief
                                 Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Raymond H. Melcher, Jr., David W.
Swartz, Esquire or Joseph M. Harenza, Esquire, and each of them, his true
and lawful attorney-in-fact, as agent with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacity, to sign any or all amendments to this Registration Statement and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting to such attorney-in-fact and agents full power and authority to
do and perform each and every act and this requisite and necessary to be
done in and about the premises, as fully and to all intents and purposes
as they might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement was signed below by the following
persons and in the capacities and on the dates stated.

       Signature

/s/ Raymond H. Melcher, Jr.  Chairman, President   May 5, 2000
                             and Chief Executive
                             Officer (Principal
                             Executive Officer),
                             Director

/s/ Kurt A. Phillips         Chief Financial       May 19, 2000
                             and Chief Accounting
                             Officer

/s/ Edward C. Barrett     _  Director              May 5, 2000

/s/ James H. Burton          Director              May 5, 2000

/s/ Anthony Cali             Director              May 4, 2000

/s/ John T. Connelly         Director              May 5, 2000
   John T. Connelly

_                            Director
   Charles J. Hopkins

/s/ Keith W. Johnson         Director              May 9, 2000

/s/ William Keller           Director              May 18, 2000

/s/ Andrew J. Kuzneski, Jr.  Director              May 8, 2000

/s/ Harry J. O'Neill, III    Director              May 5, 2000

/s/ Roland C. Moyer, Jr.     Director              May 5, 2000

/s/ Karen A. Rightmire       Director              May 4, 2000

/s/ Alfred J. Weber          Director              May 5, 2000

                          EXHIBIT INDEX

Number    Title

5.1       Opinion of Stevens & Lee, P.C.

10.1      First Leesport Bancorp, Inc. Non-Employee Director
          Compensation Plan.

23.1      Consent of Stevens & Lee, P.C. (included in
          Exhibit 5.1).

23.2      Consent of Beard & Company, Inc., Independent
          Auditors.

24.1      Power of Attorney (included on signature page).

_____

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