<PAGE>

    As filed with the Securities and Exchange Commission on January 12, 2001
                                                    Registration No. 333-_______
================================================================================

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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ______________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                            ______________________

                          CITADEL HOLDING CORPORATION
            (Exact name of registrant as specified in its charter)



             Nevada                                        95-3885184
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                             Number)


                       550 South Hope Street, Suite 1825
                             Los Angeles, CA 90071
                                (213) 239-0540
              (Address of principal executive offices) (Zip code)

              Citadel Holding Corporation 1999 Stock Option Plan
                           (Full title of the plan)

                            Mr. Andrzej Matyczynski
                            Chief Financial Officer
                          Citadel Holding Corporation
                       550 South Hope Street, Suite 1825
                             Los Angeles, CA 90071
                                (213) 239-0540
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)
                       _________________________________

                                  Copies to:
                           Michael H. Margulis, Esq.
                         Duane, Morris & Heckscher LLP
                             380 Lexington Avenue
                           New York, New York 10168
                                (212) 692-1000
                       _________________________________

     Approximate date of commencement of proposed sale to the 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]
<PAGE>

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================
Title of securities     Amount to be        Proposed maximum     Proposed maximum         Amount of
to be registered         registered          offering price     aggregate offering       registration
                                              per share (1)           price (1)              fee
------------------------------------------------------------------------------------------------------
<S>                     <C>                 <C>                 <C>                      <C>
Class A Nonvoting
Common Stock, par        532,800 shares        $2.6250               $1,278,720              $320
value $0.01 per share

Class B Voting
Common Stock, par        133,200 shares        $2.7500               $  352,980              $ 88
value $.01 per share
------------------------------------------------------------------------------------------------------
Total                    666,000 shares                              $1,631,700              $408
======================================================================================================
</TABLE>

(1)  Estimated in accordance with Rule 457(c) solely for the purpose of
     computing the amount of the registration fee based on the average of the
     high and low prices of the Registrant's Class A Nonvoting Common Stock and
     Class B Voting Common Stock as reported on the American Stock Exchange on
     January 8, 2001.

                                       2
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents By Reference.
     ------   ---------------------------------------

     The following documents filed with the Securities and Exchange Commission
by Citadel Holding Corporation, a Nevada corporation (the "Company"), are
incorporated herein by reference:

          (1)  the Company's Annual Report on Form 10-K, as amended, for the
               year ended December 31, 1999;

          (2)  the Company's Quarterly Reports on Form 10-Q for the fiscal
               quarters ended March 31, 2000, June 30, 2000, and September 30,
               2000;

          (3)  the Company's Current Reports on Form 8-K dated January 20, 2000,
               October 4, 2000, and January 12, 2001; and

          (4)  the description of the Company's capital stock contained in the
               Company's Current Report on Form 8-K dated January 12, 2001.

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

     Item 4.  Description of Securities.
     ------   -------------------------

     Not applicable

     Item 5.  Interest of Named Experts and Counsel.
     ------   -------------------------------------

     Not applicable

     Item 6.  Indemnification of Directors and Officers.
     ------   -----------------------------------------

     Sections 78.7502 and 78.751 of the Nevada Revised Statutes provide for the
indemnification of the Company's officers, directors, employees and agents
against legal expenses and liabilities.  These provisions are not exclusive and
permit the indemnification of such persons as may also be provided in a
corporation's articles of incorporation, bylaws, agreement, vote of the
stockholders or disinterested directors or otherwise.  Article VII of the
Company's bylaws provides for the indemnification of the Company's officers,
directors, employees and agents to the extent and under the circumstances
permitted by Sections 78.7502 and 78.751 of the Nevada Revised Statutes.
Additionally, the Company maintains directors and officers liability insurance
on behalf of the Company's officers and directors insuring them against
liability that could be incurred in such capacities or arising out of such
status.

                                       3
<PAGE>

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

     Not applicable.

     Item 8.  Exhibits.
     ------   --------

     5        Opinion of Kummer Kaempfer Bonner & Renshaw

     23.1     Consent of Deloitte & Touche LLP

     23.2     Consent of Kummer Kaempfer Bonner & Renshaw (included in Exhibit
              5)

     24       Powers of Attorney (included on signature pages).

     99       Citadel Holding Corporation 1999 Stock Option Plan (incorporated
              by reference to Exhibit E to the Company's Proxy Statement dated
              August 12, 2000).

     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,
          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.

               (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 the 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.

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

     (c)  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 director, officer, or controlling person in

                                       4
<PAGE>

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 is 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 Los Angeles, California, on January 12, 2001.

                                       CITADEL HOLDING CORPORATION

                                       By:    /s/ Andrzej Matyczynski
                                           -------------------------------------
                                            Andrzej Matyczynski
                                            Chief Financial Officer

     In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.

     KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints James J. Cotter, S. Craig Tompkins and Andrzej
Matyczynski, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, to act, without the other,
for him and in his name, place, and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to the Registration
Statement on Form S-8 of Citadel Holding Corporation relating to the offering of
shares of its Class A Nonvoting Common Stock and Class B Voting Common Stock,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as full to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, their substitute or substitutes may lawfully do or cause to be done
by virtue hereof.

<TABLE>
<CAPTION>
        Signatures                                  Title                                    Date
        ----------                                  -----                                    ----
<S>                               <C>                                                    <C>
/s/   James J. Cotter             Chairman of the Board, Chief Executive Officer,        January 12, 2001
---------------------------              and Direct
James J. Cotter

/s/   S. Craig Tompkins           Vice Chairman  and Director                            January 12, 2001
---------------------------
S. Craig Tompkins

/s/   Robert M. Loeffler          Director                                               January 12, 2001
---------------------------
Robert M. Loeffler

/s/   William C. Soady            Director                                               January 12, 2001
---------------------------
William C. Soady
</TABLE>

                                       5
<PAGE>

<TABLE>
<S>                               <C>                                                    <C>
/s/ Alfred Villasenor, Jr.        Director                                               January 12, 2001
---------------------------
Alfred Villasenor, Jr.

/s/   Andrzej Matyczynski         Chief Financial Officer (Principal Financial           January 12, 2001
---------------------------          and Accounting Officer)
Andrzej Matyczynski
</TABLE>

                                       6
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{"company-data": {"conformed-name": "CITADEL HOLDING CORP", "cik": "0000716634", "assigned-sic": "6513", "irs-number": "953885184", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53684", "film-number": "1508268"}, "business-address": {"street1": "550 SOUTH HOPE ST  STE 1825", "street2": "SUITE 500", "city": "LOS ANGLES", "state": "CA", "zip": "90071", "phone": "8185493130"}, "mail-address": {"street1": "600 N BRAND BLVD", "city": "GLENDALE", "state": "CA", "zip": "91203"}}
As filed with the Securities and Exchange Commission on January 12, 2001
                                                    Registration No. 333-_______
================================================================================

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

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ______________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                            ______________________

                          CITADEL HOLDING CORPORATION
            (Exact name of registrant as specified in its charter)

             Nevada                                        95-3885184
(State or other jurisdiction of                  (I.R.S. Employer Identification
incorporation or organization)                             Number)

                       550 South Hope Street, Suite 1825
                             Los Angeles, CA 90071
                                (213) 239-0540
              (Address of principal executive offices) (Zip code)

              Citadel Holding Corporation 1999 Stock Option Plan
                           (Full title of the plan)

                            Mr. Andrzej Matyczynski
                            Chief Financial Officer
                          Citadel Holding Corporation
                       550 South Hope Street, Suite 1825
                             Los Angeles, CA 90071
                                (213) 239-0540
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)
                       _________________________________

                                  Copies to:
                           Michael H. Margulis, Esq.
                         Duane, Morris & Heckscher LLP
                             380 Lexington Avenue
                           New York, New York 10168
                                (212) 692-1000
                       _________________________________

     Approximate date of commencement of proposed sale to the 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]
CALCULATION OF REGISTRATION FEE
======================================================================================================
Title of securities     Amount to be        Proposed maximum     Proposed maximum         Amount of
to be registered         registered          offering price     aggregate offering       registration
                                              per share (1)           price (1)              fee
------------------------------------------------------------------------------------------------------
Class A Nonvoting
Common Stock, par        532,800 shares        $2.6250               $1,278,720              $320
value $0.01 per share

Class B Voting
Common Stock, par        133,200 shares        $2.7500               $  352,980              $ 88
value $.01 per share
------------------------------------------------------------------------------------------------------
Total                    666,000 shares                              $1,631,700              $408
======================================================================================================
(1)  Estimated in accordance with Rule 457(c) solely for the purpose of
     computing the amount of the registration fee based on the average of the
     high and low prices of the Registrant's Class A Nonvoting Common Stock and
     Class B Voting Common Stock as reported on the American Stock Exchange on
     January 8, 2001.

                                       2
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents By Reference.
     ------   ---------------------------------------

     The following documents filed with the Securities and Exchange Commission
by Citadel Holding Corporation, a Nevada corporation (the "Company"), are
incorporated herein by reference:

          (1)  the Company's Annual Report on Form 10-K, as amended, for the
               year ended December 31, 1999;

          (2)  the Company's Quarterly Reports on Form 10-Q for the fiscal
               quarters ended March 31, 2000, June 30, 2000, and September 30,
               2000;

          (3)  the Company's Current Reports on Form 8-K dated January 20, 2000,
               October 4, 2000, and January 12, 2001; and

          (4)  the description of the Company's capital stock contained in the
               Company's Current Report on Form 8-K dated January 12, 2001.

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

     Item 4.  Description of Securities.
     ------   -------------------------

     Not applicable

     Item 5.  Interest of Named Experts and Counsel.
     ------   -------------------------------------

     Not applicable

     Item 6.  Indemnification of Directors and Officers.
     ------   -----------------------------------------

     Sections 78.7502 and 78.751 of the Nevada Revised Statutes provide for the
indemnification of the Company's officers, directors, employees and agents
against legal expenses and liabilities.  These provisions are not exclusive and
permit the indemnification of such persons as may also be provided in a
corporation's articles of incorporation, bylaws, agreement, vote of the
stockholders or disinterested directors or otherwise.  Article VII of the
Company's bylaws provides for the indemnification of the Company's officers,
directors, employees and agents to the extent and under the circumstances
permitted by Sections 78.7502 and 78.751 of the Nevada Revised Statutes.
Additionally, the Company maintains directors and officers liability insurance
on behalf of the Company's officers and directors insuring them against
liability that could be incurred in such capacities or arising out of such
status.

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

     Not applicable.

     Item 8.  Exhibits.
     ------   --------

     5        Opinion of Kummer Kaempfer Bonner & Renshaw

     23.1     Consent of Deloitte & Touche LLP

     23.2     Consent of Kummer Kaempfer Bonner & Renshaw (included in Exhibit
              5)

     24       Powers of Attorney (included on signature pages).

     99       Citadel Holding Corporation 1999 Stock Option Plan (incorporated
              by reference to Exhibit E to the Company's Proxy Statement dated
              August 12, 2000).

     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,
          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.

               (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 the 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.

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

     (c)  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 director, officer, or controlling person in

                                       4
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 is 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 Los Angeles, California, on January 12, 2001.

                                       CITADEL HOLDING CORPORATION

                                       By:    /s/ Andrzej Matyczynski
                                           -------------------------------------
                                            Andrzej Matyczynski
                                            Chief Financial Officer

     In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.

     KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints James J. Cotter, S. Craig Tompkins and Andrzej
Matyczynski, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, to act, without the other,
for him and in his name, place, and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to the Registration
Statement on Form S-8 of Citadel Holding Corporation relating to the offering of
shares of its Class A Nonvoting Common Stock and Class B Voting Common Stock,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as full to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, their substitute or substitutes may lawfully do or cause to be done
by virtue hereof.
Signatures                                  Title                                    Date
        ----------                                  -----                                    ----
/s/   James J. Cotter             Chairman of the Board, Chief Executive Officer,        January 12, 2001
---------------------------              and Direct
James J. Cotter

/s/   S. Craig Tompkins           Vice Chairman  and Director                            January 12, 2001
---------------------------
S. Craig Tompkins

/s/   Robert M. Loeffler          Director                                               January 12, 2001
---------------------------
Robert M. Loeffler

/s/   William C. Soady            Director                                               January 12, 2001
---------------------------
William C. Soady
5
/s/ Alfred Villasenor, Jr.        Director                                               January 12, 2001
---------------------------
Alfred Villasenor, Jr.

/s/   Andrzej Matyczynski         Chief Financial Officer (Principal Financial           January 12, 2001
---------------------------          and Accounting Officer)
Andrzej Matyczynski
6