<PAGE> 1

As filed with the Securities and Exchange Commission on June 22, 2000
                                                      Registration No. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

         DELAWARE                       6305                    06-1555700
(state or other jurisdiction of    (Primary Standard          (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                              102 WEST MAIN STREET
                         NEW BRITAIN, CONNECTICUT 06051
                                 (860) 832-4000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                        AMERICAN FINANCIAL HOLDINGS, INC.
                         2000 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                        --------------------------------

                                          COPIES TO:
ROBERT T. KENNEY                          DOUGLAS P. FAUCETTE, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER     ERIC S. KRACOV, ESQUIRE
AMERICAN FINANCIAL HOLDINGS, INC.         MULDOON, MURPHY & FAUCETTE LLP
102 WEST MAIN STREET                      5101 WISCONSIN AVENUE, N.W.
NEW BRITAIN, CONNECTICUT 06051            WASHINGTON, DC  20016
(860) 832-4000                            (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

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

  If any of the securities being registered on this Form are to be offered on a
    delayed or continuous basis pursuant to Rule 415 under the Securities Act
                     of 1933, check the following box. / X /
                                                       ----
<TABLE>
<CAPTION>
======================================================================================================
   Title of each Class of      Amount to be    Proposed Purchase   Estimated Aggregate   Registration
Securities to be Registered    Registered(1)    Price Per Share      Offering Price          Fee
------------------------------------------------------------------------------------------------------
    <S>                         <C>                <C>                  <C>                <C>
     Common Stock               2,887,110
    $.01 par Value              Shares (2)         $15.75(3)            $45,471,982        $12,005
------------------------------------------------------------------------------------------------------
     Common Stock               1,154,844
    $.01 par Value              Shares (4)         $15.75(5)            $18,188,793        $4,802
======================================================================================================
</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 American Financial Holdings, Inc. 2000 Stock-Based Incentive Plan (the
    "Plan") as the result of a stock split, stock dividend or similar adjustment
    of the outstanding Common Stock of American Financial Holdings, Inc.
    pursuant to 17 C.F.R. Section 230.416(a).
(2) Represents the total number of shares currently reserved or available for
    issuance as options pursuant to the Plan.
(3) The market value of the Common Stock on June 19, 2000 at which 2,887,110
    shares are available to satisfy options granted under the Plan.
(4) Represents the total number of shares currently reserved or available for
    issuance as restricted stock awards under the Plan.
(5) The market value of the Common Stock on June 19, 2000, at which the
    1,154,844 shares are available for restricted stock 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 15
Exhibit Index begins on Page 10



<PAGE> 2



AMERICAN FINANCIAL HOLDINGS, INC.

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

ITEMS 1 & 2. The document containing the information for the American Financial
Holdings, Inc. (the "Company" or the "Registrant") 2000 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). The
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-K, Annual Report, filed by the Registrant for the fiscal
year ended December 31, 1999, (File No. 000-27399), which includes the
consolidated balance sheets of American Financial Holdings, Inc. and
Subsidiaries as of December 31, 1999 and 1998, and the related consolidated
statements of income, stockholders' equity and cash flows for each of the years
in the three-year period ended December 31, 1999, filed with the SEC on March
29, 2000.

      (b) The Form 10-Q report filed by the Registrant for the fiscal quarter
ended March 31, 2000 (File No. 000-27399), filed with the SEC on May 12, 2000.

      (c) The description of the Registrant's Common Stock contained in
Registrant's Form 8-A (File No. 000-27399), as filed with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
rule 12b-15 promulgated thereunder, on September 21, 1999, and declared
effective October 12, 1999 as incorporated by reference from the Company's Form
S-1 (File No. 333- 84463) declared effective on October 12, 1999.

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

       ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT TO THE
EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY FILED
DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.







                                        2

<PAGE> 3



ITEM 4.  DESCRIPTION OF SECURITIES.

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

      The validity of the common stock offered hereby has been passed upon for
the Registrant by the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C.


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.

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

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


                                           3
<PAGE> 4


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

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

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

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


                                          4
<PAGE> 5


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
















                                        5
<PAGE> 6


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.   LIST OF EXHIBITS.

      The following exhibits are filed herewith (numbering corresponds generally
to Exhibit Table in Item 601 of Regulation S-K):

      4        American Financial Holdings, Inc. 2000 Stock-Based Incentive
               Plan. 1

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

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

      23.1     Consent of KPMG LLP

      24       Power of Attorney is located on the signature pages.




---------------
      1  Incorporated herein by reference from Appendix A contained in the Proxy
Statement on Form DEF 14A (SEC No. 000-27399).





                                        6

<PAGE> 7



ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

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

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

            (ii)  To reflect in the Prospectus any facts or events arising after
                  the effective date of the Registration  Statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the Registration Statement; and

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

            unless the  information  required  by (i) and (ii) is  contained  in
            periodic  reports filed by the Registrant  pursuant to Section 13 or
            15(d) of the Exchange Act that are  incorporated  by reference  into
            this Registration Statement;

      (2)   That,  for  the  purpose  of  determining  any  liability  under the
            Securities Act of 1933, each such post-effective  amendment shall be
            deemed to be a new Registration Statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be 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 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  Registration  Statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
directors, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction


                                        7

<PAGE> 8



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,  American
Financial  Holdings,  Inc.  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 New Britain, Connecticut on June 22, 2000.

                                      AMERICAN FINANCIAL HOLDINGS, INC.


                                      By: /s/ Robert T. Kenney
                                          --------------------------------------
                                          Robert T. Kenney
                                          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  constitutes  and appoints Robert T. Kenney and Charles J. Boulier III, as
his 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/ Robert T. Kenney           Director, President and Chief      June 22, 2000
---------------------          Executive Officer
Robert T. Kenney               (principal executive officer)

/s/ Charles J. Boulier III     Executive Vice President,          June 22, 2000
---------------------------    Treasurer, and Chief Financial
Charles J. Boulier III         Officer (principal accounting and
                               financial officer)


                               Director
-----------------------
Adolf G. Carlson


/s/ Marie S. Gustin            Director                           June 22, 2000
-----------------------
Marie S. Gustin



<PAGE> 9




/s/ Fred M. Hollfelder          Director                          June 22, 2000
------------------------
Fred M. Hollfelder



/s/ Mark E. Karp                Director                          June 22, 2000
------------------------
Mark E. Karp


------------------------        Director
Steven T. Martin



/s/ Harry N. Mazadoorian        Director                          June 22, 2000
-------------------------
Harry N. Mazadoorian



/s/ Jeffrey T. Witherwax        Director                          June 22, 2000
-------------------------
Jeffrey T. Witherwax







<PAGE> 10
<TABLE>
<CAPTION>



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



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

  <S>         <C>                                     <C>                                       <C>
    4         American Financial Holdings Inc.        Incorporated by reference.                --
              2000 Stock-Based Incentive
              Program

    5         Opinion of Muldoon, Murphy &            Filed herewith.                           12
              Faucette LLP

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

  23.1        Accountants Consent                     Filed herewith.                           15

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

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 26617}]
{"company-data": {"conformed-name": "AMERICAN FINANCIAL HOLDINGS INC", "cik": "0001095862", "assigned-sic": "6036", "irs-number": "061555700", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39886", "film-number": "659230"}, "business-address": {"street1": "C/O AMERICAN SAVINGS BANK", "street2": "102 WEST MAIN ST", "city": "NEW BRITAIN", "state": "CT", "zip": "06051", "phone": "8608324000"}, "mail-address": {"street1": "AMERICAN SAVINGS BANK", "street2": "102 WEST MAIN ST", "city": "NEW BRITAIN", "state": "CT", "zip": "06051"}}
1

As filed with the Securities and Exchange Commission on June 22, 2000
                                                      Registration No. 333-_____
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

         DELAWARE                       6305                    06-1555700
(state or other jurisdiction of    (Primary Standard          (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                              102 WEST MAIN STREET
                         NEW BRITAIN, CONNECTICUT 06051
                                 (860) 832-4000
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                        AMERICAN FINANCIAL HOLDINGS, INC.
                         2000 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                        --------------------------------

                                          COPIES TO:
ROBERT T. KENNEY                          DOUGLAS P. FAUCETTE, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER     ERIC S. KRACOV, ESQUIRE
AMERICAN FINANCIAL HOLDINGS, INC.         MULDOON, MURPHY & FAUCETTE LLP
102 WEST MAIN STREET                      5101 WISCONSIN AVENUE, N.W.
NEW BRITAIN, CONNECTICUT 06051            WASHINGTON, DC  20016
(860) 832-4000                            (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

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

  If any of the securities being registered on this Form are to be offered on a
    delayed or continuous basis pursuant to Rule 415 under the Securities Act
                     of 1933, check the following box. / X /
                                                       ----
======================================================================================================
   Title of each Class of      Amount to be    Proposed Purchase   Estimated Aggregate   Registration
Securities to be Registered    Registered(1)    Price Per Share      Offering Price          Fee
------------------------------------------------------------------------------------------------------
Common Stock               2,887,110
    $.01 par Value              Shares (2)         $15.75(3)            $45,471,982        $12,005
------------------------------------------------------------------------------------------------------
     Common Stock               1,154,844
    $.01 par Value              Shares (4)         $15.75(5)            $18,188,793        $4,802
======================================================================================================
(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 American Financial Holdings, Inc. 2000 Stock-Based Incentive Plan (the
    "Plan") as the result of a stock split, stock dividend or similar adjustment
    of the outstanding Common Stock of American Financial Holdings, Inc.
    pursuant to 17 C.F.R. Section 230.416(a).
(2) Represents the total number of shares currently reserved or available for
    issuance as options pursuant to the Plan.
(3) The market value of the Common Stock on June 19, 2000 at which 2,887,110
    shares are available to satisfy options granted under the Plan.
(4) Represents the total number of shares currently reserved or available for
    issuance as restricted stock awards under the Plan.
(5) The market value of the Common Stock on June 19, 2000, at which the
    1,154,844 shares are available for restricted stock 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 15
Exhibit Index begins on Page 10
2

AMERICAN FINANCIAL HOLDINGS, INC.

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

ITEMS 1 & 2. The document containing the information for the American Financial
Holdings, Inc. (the "Company" or the "Registrant") 2000 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). The
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-K, Annual Report, filed by the Registrant for the fiscal
year ended December 31, 1999, (File No. 000-27399), which includes the
consolidated balance sheets of American Financial Holdings, Inc. and
Subsidiaries as of December 31, 1999 and 1998, and the related consolidated
statements of income, stockholders' equity and cash flows for each of the years
in the three-year period ended December 31, 1999, filed with the SEC on March
29, 2000.

      (b) The Form 10-Q report filed by the Registrant for the fiscal quarter
ended March 31, 2000 (File No. 000-27399), filed with the SEC on May 12, 2000.

      (c) The description of the Registrant's Common Stock contained in
Registrant's Form 8-A (File No. 000-27399), as filed with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
rule 12b-15 promulgated thereunder, on September 21, 1999, and declared
effective October 12, 1999 as incorporated by reference from the Company's Form
S-1 (File No. 333- 84463) declared effective on October 12, 1999.

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

       ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT TO THE
EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY FILED
DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

                                        2
3

ITEM 4.  DESCRIPTION OF SECURITIES.

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

      The validity of the common stock offered hereby has been passed upon for
the Registrant by the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C.

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.

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

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

                                           3
4

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

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

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

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

                                          4
5

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

                                        5
6

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.   LIST OF EXHIBITS.

      The following exhibits are filed herewith (numbering corresponds generally
to Exhibit Table in Item 601 of Regulation S-K):

      4        American Financial Holdings, Inc. 2000 Stock-Based Incentive
               Plan. 1

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

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

      23.1     Consent of KPMG LLP

      24       Power of Attorney is located on the signature pages.

---------------
      1  Incorporated herein by reference from Appendix A contained in the Proxy
Statement on Form DEF 14A (SEC No. 000-27399).

                                        6
7

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

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

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

            (ii)  To reflect in the Prospectus any facts or events arising after
                  the effective date of the Registration  Statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the Registration Statement; and

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

            unless the  information  required  by (i) and (ii) is  contained  in
            periodic  reports filed by the Registrant  pursuant to Section 13 or
            15(d) of the Exchange Act that are  incorporated  by reference  into
            this Registration Statement;

      (2)   That,  for  the  purpose  of  determining  any  liability  under the
            Securities Act of 1933, each such post-effective  amendment shall be
            deemed to be a new Registration Statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be 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 15(d) of the Securities
Exchange  Act of 1934 that is  incorporated  by  reference  in the  Registration
Statement  shall be deemed to be a new  Registration  Statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be the initial bona fide offering thereof.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
directors, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction

                                        7
8

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,  American
Financial  Holdings,  Inc.  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 New Britain, Connecticut on June 22, 2000.

                                      AMERICAN FINANCIAL HOLDINGS, INC.

                                      By: /s/ Robert T. Kenney
                                          --------------------------------------
                                          Robert T. Kenney
                                          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  constitutes  and appoints Robert T. Kenney and Charles J. Boulier III, as
his 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/ Robert T. Kenney           Director, President and Chief      June 22, 2000
---------------------          Executive Officer
Robert T. Kenney               (principal executive officer)

/s/ Charles J. Boulier III     Executive Vice President,          June 22, 2000
---------------------------    Treasurer, and Chief Financial
Charles J. Boulier III         Officer (principal accounting and
                               financial officer)

                               Director
-----------------------
Adolf G. Carlson

/s/ Marie S. Gustin            Director                           June 22, 2000
-----------------------
Marie S. Gustin
9

/s/ Fred M. Hollfelder          Director                          June 22, 2000
------------------------
Fred M. Hollfelder

/s/ Mark E. Karp                Director                          June 22, 2000
------------------------
Mark E. Karp

------------------------        Director
Steven T. Martin

/s/ Harry N. Mazadoorian        Director                          June 22, 2000
-------------------------
Harry N. Mazadoorian

/s/ Jeffrey T. Witherwax        Director                          June 22, 2000
-------------------------
Jeffrey T. Witherwax
10
EXHIBIT INDEX
                                  -------------

                                                                                            Sequentially
                                                                                             Numbered
                                                                                              Page
Exhibit No.   Description                             Method of Filing                       Location
-----------   -------------------------------------   -----------------------------------  -------------
4         American Financial Holdings Inc.        Incorporated by reference.                --
              2000 Stock-Based Incentive
              Program

    5         Opinion of Muldoon, Murphy &            Filed herewith.                           12
              Faucette LLP

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

  23.1        Accountants Consent                     Filed herewith.                           15

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