<PAGE> 1

    As filed with the Securities and Exchange Commission on August 9, 1999
                                                      Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          GRAND CENTRAL FINANCIAL CORP.
   (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                                   6035                  34-1877137
(state or other jurisdiction of     (Primary Standard          (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)


                                 601 MAIN STREET
                             WELLSVILLE, OHIO 43968
                                 (330) 532-1517
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                          GRAND CENTRAL FINANCIAL CORP.
                         1999 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                     --------------------------------------

                                          COPIES TO:
WILLIAM R. WILLIAMS                       JOHN R. HALL, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER     SUZANNE A. WALKER, ESQUIRE
GRAND CENTRAL FINANCIAL CORP.             MULDOON, MURPHY & FAUCETTE LLP
601 MAIN STREET                           5101 WISCONSIN AVENUE, N.W.
WELLSVILLE, OHIO 43968                    WASHINGTON, D.C.  20016
(330) 532-1517                            (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)


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

<TABLE>
<CAPTION>
=====================================================================================================
                                                  Proposed
                                                  Maximum          Proposed Maximum      Amount of
        Title of              Amount to be    Offering Price Per   Aggregate Offering  Registration
Securities to be Registered   Registered (1)       Share                Price(2)           Fee
-----------------------------------------------------------------------------------------------------
    <S>                         <C>              <C>                   <C>                 <C>
     Common Stock               193,887
    $.01 par Value              Shares(2)        $13.00(3)             $2,520,531          $701
-----------------------------------------------------------------------------------------------------
     Common Stock                77,554
    $.01 par Value              Shares (4)       $13.25(5)             $1,027,591          $286
=====================================================================================================
</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 Grand Central  Financial  Corp.  1999  Stock-Based  Incentive Plan (the
     "Plan")  as the  result  of a  stock  split,  stock  dividend,  or  similar
     adjustment of the outstanding Common Stock of Grand Central Financial Corp.
     pursuant to 17 C.F.R ss. 230.416(a)
(2)  Represents the total number of shares  currently  reserved or available for
     issuance upon the exercise of stock options pursuant to the Plan.
(3)  This amount represents the exercise price of the options,  which equals the
     fair  market value of  the stock as listed on the Nasdaq SmallCap Market on
     July 15, 1999, the date the options under the Plan were granted.
(4)  Represents the  total  number of shares currently available for issuance as
     stock awards under the Plan.
(5)  The fair market value  on August 3, 1999, at  which  the 77,554 shares have
     been purchased to satisfy awards under the Plan.

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

Number of Pages = 32
Exhibit Index begins on Page 10



<PAGE> 2



GRAND CENTRAL FINANCIAL CORP.

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

ITEMS 1 & 2.

      The documents  containing the information for the Grand Central  Financial
Corp. (The "Company" or the "Registrant")  1999 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  Form 10-KSB filed by the Registrant (File No. 0-25045) with the
            SEC on March 31, 1999, which includes the consolidated balance sheet
            of Grand Central  Financial  Corp. and subsidiary as of December 31,
            1998 and 1997,  and the related  consolidated  statements of income,
            changes  in  shareholders'  equity,  and cash  flows for each of the
            three years in the period ended  December 31,  1998.  The  financial
            statements as of and for the year ended December 31, 1998, have been
            audited by Crowe,  Chizek and Company,  LLP,  independent  certified
            public  accountants.  The financial statements for the  years  ended
            December  31, 1997 and 1996 were  audited by Robb,  Dixon,  Francis,
            Oneson and Company. These audited reports are incorporated herein in
            reliance  upon the  authority of said firms as experts in accounting
            and auditing.

      (b)   The Form  10-QSB  report  filed  by the  Registrant  for the  fiscal
            quarter ended March 31, 1999 (File #0-25045),  filed with the SEC on
            May 17, 1999.

      (c)   The Form 8-K (File No.  0-25045)  filed by the Registrant on January
            15, 1999 and amended on January 26, 1999,  which  reports the change
            in the Registrant's Certifying Accountant from Robb, Dixon, Francis,
            Davis,  Oneson & Company to Crowe, Chizek and Company LLP, effective
            January 11, 1999.

      (d)   The   description  of   Registrant's   Common  Stock   contained  in
            Registrant's  Form 8-A12G (File  #0-25045)  dated  November 6, 1998,
            pursuant to Section  12(g) of the  Securities  Exchange  Act of 1934
            (the "Exchange Act").

      (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.



                                        2

<PAGE> 3



       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.

ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None

      The  validity of the Common Stock  offered  hereby has been passed upon by
Muldoon, Murphy & Faucette LLP, Washington, DC for the Registrant.

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 exist. 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

                                        3

<PAGE> 4



      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  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.


                                      4

<PAGE> 5



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

      B.  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.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.



                                        5

<PAGE> 6



Item 8.   List of Exhibits.

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

      4.1   Grand Central Financial Corp. 1999 Stock-Based Incentive Plan

      4.2   Stock Certificate of common stock of Grand Central Financial Corp.1


      4.3   Certificate of Incorporation of Grand Central Financial Corp.2

      4.4   Bylaws of Grand Central Financial Corp.3


      5     Opinion of Muldoon, Murphy & Faucette LLP, Washington,  DC as to the
            legality of the Common Stock registered hereby.

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

      23.2  Consent of Crowe, Chizek and Company LLP

      23.3  Consent of Robb, Dixon, Francis, Davis, Oneson and Company

      24    Power of Attorney is located on the signature pages.
--------------------------

1 Incorporated  herein by reference from Exhibit 4 contained in the Registration
  Statement on Form SB-2 (SEC No. 333-64089),  as amended, filed with the SEC on
  November 6, 1998, and declared effective on November 12, 1998.

2 Incorporated   herein  by  reference   from  Exhibit  3.1   contained  in  the
  Registration  Statement on Form SB-2 (SEC No.  333-64089),  as amended,  filed
  with the SEC on November 6, 1998, and declared effective on November 12, 1998.

3 Incorporated   herein  by  reference   from  Exhibit  3.2   contained  in  the
  Registration  Statement on Form SB-2 (SEC No.  333-64089),  as amended,  filed
  with the SEC on November 6, 1998, and declared effective on November 12, 1998.

ITEM 9.   UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

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

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



                                        6

<PAGE> 7



            (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.
                  Notwithstanding  the  foregoing,  any  increase or decrease in
                  volume of  securities  offered (if the total  dollar  value of
                  securities offered would not exceed that which was registered)
                  and any  deviation  from the low or high end of the  estimated
                  maximum  offering  range  may  be  reflected  in the  form  of
                  prospectus  filed with the Commission  pursuant to Rule 424(b)
                  if,  in  the  aggregate,  the  changes  in  volume  and  price
                  represent  no more than a 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   Registration
                  Statement; and

            (iii) 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  those  paragraphs  is  contained  in  periodic  reports  filed  by the
      Registrant  pursuant to section 13 or 15(d) of the Securities Exchange Act
      of  1934  that  are  incorporated  by  reference  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 the initial bona
                  fide offering thereof.

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

      (b)   The undersigned  hereby undertakes that, for purposes of determining
            any liability  under the Securities Act of 1933,  each filing of the
            Registrant's  or the Plan'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.

      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  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.


                                      7

<PAGE> 8





                                   SIGNATURES

      THE  REGISTRANT.  Pursuant to the  requirements  of the  Securities Act of
1933, Grand Central Financial Corp.  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  Wellsville,  State of
Ohio, on August 9, 1999.

                                          GRAND CENTRAL FINANCIAL CORP.




                                      By:  /s/ William R. Williams
                                           -------------------------------------
                                           William R. Williams
                                           President and Chief Executive Officer


      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. Williams) constitutes and appoints William R. Williams and
Mr. Williams appoints John A. Rife, as the true and lawful  attorney-in-fact and
agent with full power of  substitution  and  resubstitution,  for him and in his
name,  place and stead,  in any and all capacities to sign any or all amendments
to the Form S-8 Registration Statement,  and to file the same, with all exhibits
thereto, and other documents in connection  therewith,  with the U.S. Securities
and Exchange Commission,  respectively,  granting unto said attorney-in-fact and
agent full power and  authority  to do and perform each and every act and things
requisite  and  necessary  to be done as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent or his substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.

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


/s/ Gerry W. Grace           Chairman of the Board of the         August 9, 1999
--------------------------   Company and the Association
Gerry W. Grace



/s/ William R. Williams      President, Chief Executive Officer   August 9, 1999
--------------------------   and Director
William R. Williams          (principal executive officer)








                                      8

<PAGE> 9




/s/ John A. Rife              Executive Vice President            August 9, 1999
--------------------------    and Treasurer
John A. Rife                  (principal accounting and
                              financial officer)



/s/ Jeffrey W. Aldrich        Director                            August 9, 1999
---------------------------
Jeffrey W. Aldrich



/s/ Thomas P. Ash             Director                            August 9, 1999
---------------------------
Thomas P. Ash



/s/ Fred C. Jackson           Director                            August 9, 1999
---------------------------
Fred C. Jackson





                                      9

<PAGE> 10

<TABLE>
<CAPTION>


                                  EXHIBIT INDEX


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

    <S>        <C>                         <C>                                                     <C>
     4.1       Grand Central               Filed herewith.                                         12
               Financial Corp. 1999
               Stock-Based Incentive
               Plan

     4.2       Stock Certificate of        Incorporated herein by reference from                   --
               Grand Central               Exhibit 4 of the Registrant's Form SB-2, as
               Financial Corp.             amended, filed with the SEC (No. 333-
                                           64089) on  November  6,  1998,  and  declared
                                           effective on November 12, 1998.

    4.3        Certificate of              Incorporated herein by reference from                   --
               Incorporation of Grand      Exhibit 3.1 of the Registrant's Form SB-2,
               Central Financial           as amended.
               Corp.

    4.4        Bylaws of Grand             Incorporated herein by reference from                   --
               Central Financial           Exhibit 3.2 of the Registrant's Form SB-2,
               Corp.                       as amended.

     5         Opinion of Muldoon,         Filed herewith.                                         27
               Murphy & Faucette
               LLP

    23.1       Consent of Muldoon,         Contained within Exhibit 5 hereof.                      27
               Murphy & Faucette
               LLP

    23.2       Consent of Crowe,           Filed herewith.                                         30
               Chizek and Company
               LLP

    23.3       Consent of Robb,            Filed herewith.                                         32
               Dixon, Francis, Davis,
               Oneson and Company

     24        Power of Attorney           Located on the signature page.                           8

</TABLE>


                                       10
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{"company-data": {"conformed-name": "GRAND CENTRAL FINANCIAL CORP", "cik": "0001070680", "assigned-sic": "6035", "irs-number": "341877137", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84817", "film-number": "99681444"}, "business-address": {"street1": "C/O CENTRAL FEDERAL SAVINGS AND LOAN", "street2": "ASSOCIATION OF WELLSVILLE 601 MAIN ST", "city": "WELLSVILLE", "state": "OH", "zip": "43968", "phone": "3305321517"}, "mail-address": {"street1": "C/O CENTRAL FEDERAL SAVINGS & LOAN", "street2": "WELLSVILLE /601 MAIN ST", "city": "WELLSVILLE", "state": "OH", "zip": "43968"}}
1

    As filed with the Securities and Exchange Commission on August 9, 1999
                                                      Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          GRAND CENTRAL FINANCIAL CORP.
   (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                                   6035                  34-1877137
(state or other jurisdiction of     (Primary Standard          (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                                 601 MAIN STREET
                             WELLSVILLE, OHIO 43968
                                 (330) 532-1517
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                          GRAND CENTRAL FINANCIAL CORP.
                         1999 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                     --------------------------------------

                                          COPIES TO:
WILLIAM R. WILLIAMS                       JOHN R. HALL, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER     SUZANNE A. WALKER, ESQUIRE
GRAND CENTRAL FINANCIAL CORP.             MULDOON, MURPHY & FAUCETTE LLP
601 MAIN STREET                           5101 WISCONSIN AVENUE, N.W.
WELLSVILLE, OHIO 43968                    WASHINGTON, D.C.  20016
(330) 532-1517                            (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

  If any of the securities being registered on this Form are to be offered on a
           delayed or continuous basis pursuant to Rule 415 under the
             Securities Act of 1933, check the following box. / X /
=====================================================================================================
                                                  Proposed
                                                  Maximum          Proposed Maximum      Amount of
        Title of              Amount to be    Offering Price Per   Aggregate Offering  Registration
Securities to be Registered   Registered (1)       Share                Price(2)           Fee
-----------------------------------------------------------------------------------------------------
Common Stock               193,887
    $.01 par Value              Shares(2)        $13.00(3)             $2,520,531          $701
-----------------------------------------------------------------------------------------------------
     Common Stock                77,554
    $.01 par Value              Shares (4)       $13.25(5)             $1,027,591          $286
=====================================================================================================
(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 Grand Central  Financial  Corp.  1999  Stock-Based  Incentive Plan (the
     "Plan")  as the  result  of a  stock  split,  stock  dividend,  or  similar
     adjustment of the outstanding Common Stock of Grand Central Financial Corp.
     pursuant to 17 C.F.R ss. 230.416(a)
(2)  Represents the total number of shares  currently  reserved or available for
     issuance upon the exercise of stock options pursuant to the Plan.
(3)  This amount represents the exercise price of the options,  which equals the
     fair  market value of  the stock as listed on the Nasdaq SmallCap Market on
     July 15, 1999, the date the options under the Plan were granted.
(4)  Represents the  total  number of shares currently available for issuance as
     stock awards under the Plan.
(5)  The fair market value  on August 3, 1999, at  which  the 77,554 shares have
     been purchased to satisfy awards under the Plan.

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

Number of Pages = 32
Exhibit Index begins on Page 10
2

GRAND CENTRAL FINANCIAL CORP.

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

ITEMS 1 & 2.

      The documents  containing the information for the Grand Central  Financial
Corp. (The "Company" or the "Registrant")  1999 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  Form 10-KSB filed by the Registrant (File No. 0-25045) with the
            SEC on March 31, 1999, which includes the consolidated balance sheet
            of Grand Central  Financial  Corp. and subsidiary as of December 31,
            1998 and 1997,  and the related  consolidated  statements of income,
            changes  in  shareholders'  equity,  and cash  flows for each of the
            three years in the period ended  December 31,  1998.  The  financial
            statements as of and for the year ended December 31, 1998, have been
            audited by Crowe,  Chizek and Company,  LLP,  independent  certified
            public  accountants.  The financial statements for the  years  ended
            December  31, 1997 and 1996 were  audited by Robb,  Dixon,  Francis,
            Oneson and Company. These audited reports are incorporated herein in
            reliance  upon the  authority of said firms as experts in accounting
            and auditing.

      (b)   The Form  10-QSB  report  filed  by the  Registrant  for the  fiscal
            quarter ended March 31, 1999 (File #0-25045),  filed with the SEC on
            May 17, 1999.

      (c)   The Form 8-K (File No.  0-25045)  filed by the Registrant on January
            15, 1999 and amended on January 26, 1999,  which  reports the change
            in the Registrant's Certifying Accountant from Robb, Dixon, Francis,
            Davis,  Oneson & Company to Crowe, Chizek and Company LLP, effective
            January 11, 1999.

      (d)   The   description  of   Registrant's   Common  Stock   contained  in
            Registrant's  Form 8-A12G (File  #0-25045)  dated  November 6, 1998,
            pursuant to Section  12(g) of the  Securities  Exchange  Act of 1934
            (the "Exchange Act").

      (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.

                                        2
3

       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.

ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None

      The  validity of the Common Stock  offered  hereby has been passed upon by
Muldoon, Murphy & Faucette LLP, Washington, DC for the Registrant.

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 exist. 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

                                        3
4

      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  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.

                                      4
5

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

      B.  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.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                        5
6

Item 8.   List of Exhibits.

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

      4.1   Grand Central Financial Corp. 1999 Stock-Based Incentive Plan

      4.2   Stock Certificate of common stock of Grand Central Financial Corp.1

      4.3   Certificate of Incorporation of Grand Central Financial Corp.2

      4.4   Bylaws of Grand Central Financial Corp.3

      5     Opinion of Muldoon, Murphy & Faucette LLP, Washington,  DC as to the
            legality of the Common Stock registered hereby.

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

      23.2  Consent of Crowe, Chizek and Company LLP

      23.3  Consent of Robb, Dixon, Francis, Davis, Oneson and Company

      24    Power of Attorney is located on the signature pages.
--------------------------

1 Incorporated  herein by reference from Exhibit 4 contained in the Registration
  Statement on Form SB-2 (SEC No. 333-64089),  as amended, filed with the SEC on
  November 6, 1998, and declared effective on November 12, 1998.

2 Incorporated   herein  by  reference   from  Exhibit  3.1   contained  in  the
  Registration  Statement on Form SB-2 (SEC No.  333-64089),  as amended,  filed
  with the SEC on November 6, 1998, and declared effective on November 12, 1998.

3 Incorporated   herein  by  reference   from  Exhibit  3.2   contained  in  the
  Registration  Statement on Form SB-2 (SEC No.  333-64089),  as amended,  filed
  with the SEC on November 6, 1998, and declared effective on November 12, 1998.

ITEM 9.   UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

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

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

                                        6
7

            (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.
                  Notwithstanding  the  foregoing,  any  increase or decrease in
                  volume of  securities  offered (if the total  dollar  value of
                  securities offered would not exceed that which was registered)
                  and any  deviation  from the low or high end of the  estimated
                  maximum  offering  range  may  be  reflected  in the  form  of
                  prospectus  filed with the Commission  pursuant to Rule 424(b)
                  if,  in  the  aggregate,  the  changes  in  volume  and  price
                  represent  no more than a 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   Registration
                  Statement; and

            (iii) 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  those  paragraphs  is  contained  in  periodic  reports  filed  by the
      Registrant  pursuant to section 13 or 15(d) of the Securities Exchange Act
      of  1934  that  are  incorporated  by  reference  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 the initial bona
                  fide offering thereof.

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

      (b)   The undersigned  hereby undertakes that, for purposes of determining
            any liability  under the Securities Act of 1933,  each filing of the
            Registrant's  or the Plan'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.

      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  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.

                                      7
8

                                   SIGNATURES

      THE  REGISTRANT.  Pursuant to the  requirements  of the  Securities Act of
1933, Grand Central Financial Corp.  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  Wellsville,  State of
Ohio, on August 9, 1999.

                                          GRAND CENTRAL FINANCIAL CORP.

                                      By:  /s/ William R. Williams
                                           -------------------------------------
                                           William R. Williams
                                           President and Chief Executive Officer

      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. Williams) constitutes and appoints William R. Williams and
Mr. Williams appoints John A. Rife, as the true and lawful  attorney-in-fact and
agent with full power of  substitution  and  resubstitution,  for him and in his
name,  place and stead,  in any and all capacities to sign any or all amendments
to the Form S-8 Registration Statement,  and to file the same, with all exhibits
thereto, and other documents in connection  therewith,  with the U.S. Securities
and Exchange Commission,  respectively,  granting unto said attorney-in-fact and
agent full power and  authority  to do and perform each and every act and things
requisite  and  necessary  to be done as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact and agent or his substitute or substitutes,  may lawfully do or
cause to be done by virtue hereof.

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

/s/ Gerry W. Grace           Chairman of the Board of the         August 9, 1999
--------------------------   Company and the Association
Gerry W. Grace

/s/ William R. Williams      President, Chief Executive Officer   August 9, 1999
--------------------------   and Director
William R. Williams          (principal executive officer)

                                      8
9

/s/ John A. Rife              Executive Vice President            August 9, 1999
--------------------------    and Treasurer
John A. Rife                  (principal accounting and
                              financial officer)

/s/ Jeffrey W. Aldrich        Director                            August 9, 1999
---------------------------
Jeffrey W. Aldrich

/s/ Thomas P. Ash             Director                            August 9, 1999
---------------------------
Thomas P. Ash

/s/ Fred C. Jackson           Director                            August 9, 1999
---------------------------
Fred C. Jackson

                                      9
10
EXHIBIT INDEX

                                                                                             Sequentially
                                                                                               Numbered
                                                                                                Page
 Exhibit No.   Description                 Method of Filing                                    Location
------------   ------------------------    ----------------------------------------------      ---------
4.1       Grand Central               Filed herewith.                                         12
               Financial Corp. 1999
               Stock-Based Incentive
               Plan

     4.2       Stock Certificate of        Incorporated herein by reference from                   --
               Grand Central               Exhibit 4 of the Registrant's Form SB-2, as
               Financial Corp.             amended, filed with the SEC (No. 333-
                                           64089) on  November  6,  1998,  and  declared
                                           effective on November 12, 1998.

    4.3        Certificate of              Incorporated herein by reference from                   --
               Incorporation of Grand      Exhibit 3.1 of the Registrant's Form SB-2,
               Central Financial           as amended.
               Corp.

    4.4        Bylaws of Grand             Incorporated herein by reference from                   --
               Central Financial           Exhibit 3.2 of the Registrant's Form SB-2,
               Corp.                       as amended.

     5         Opinion of Muldoon,         Filed herewith.                                         27
               Murphy & Faucette
               LLP

    23.1       Consent of Muldoon,         Contained within Exhibit 5 hereof.                      27
               Murphy & Faucette
               LLP

    23.2       Consent of Crowe,           Filed herewith.                                         30
               Chizek and Company
               LLP

    23.3       Consent of Robb,            Filed herewith.                                         32
               Dixon, Francis, Davis,
               Oneson and Company

     24        Power of Attorney           Located on the signature page.                           8
10