<page> 1

As filed with the Securities and Exchange Commission on August 23, 2001
                                              Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                           DUTCHFORK BANCSHARES, INC.
             (Exact Name of Registrant as Specified in its Charter)

         DELAWARE                                         57-1094236
(State or Other Jurisdiction of                (IRS Employer Identification No.)
Incorporation or Organization)

                                 1735 WILSON RD.
                         NEWBERRY, SOUTH CAROLINA 29108
                                 (803) 321-3200
              (Address of Registrant's Principal Executive Offices)

                          NEWBERRY FEDERAL SAVINGS BANK
                       DIRECTOR DEFERRED COMPENSATION PLAN
                            (Full Title of the Plan)
     -----------------------------------------------------------------------

J. THOMAS JOHNSON                                  COPIES TO:
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER    PAUL M. AGUGGIA, ESQUIRE
DUTCHFORK BANCSHARES, INC.                         ERIC S. KRACOV, ESQUIRE
1735 WILSON ROAD                                   MULDOON MURPHY & FAUCETTE LLP
NEWBERRY, SOUTH CAROLINA 29108                     5101 WISCONSIN AVENUE, N.W.
(803) 321-3200                                     WASHINGTON, D.C.  20016
(Name, Address, Including Zip Code, and Telephone  (202) 362-0840
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         Proposed Maximum       Amount of
  Title of each Class of      Amount to be    Maximum Offering   Aggregate Offering    Registration
Securities to be Registered  Registered (1)   Price Per Share         Price(2)              Fee
----------------------------------------------------------------------------------------------------
      <s>                     <c>                <c>                 <c>                  <c>
       Common Stock
      $.01 par Value          27,560 Shares      $21.77(3)           $600,000             $150.00
----------------------------------------------------------------------------------------------------
      Participation
        Interests                (4)                                                       (5)
====================================================================================================
</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 Newberry Federal Savings Bank Director  Deferred  Compensation Plan (the
    "Plan") as the result of a stock split, stock dividend or similar adjustment
    of the outstanding Common Stock of DutchFork Bancshares, Inc. pursuant to 17
    C.F.R. Section 230.416(a).
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The  average  of the  high  and  low prices of the common stock of DutchFork
    Bancshares,  Inc.  (the "Common  Stock") as reported on the Nasdaq  National
    Market  ("Nasdaq") on August 22, 2001 in accordance with  17 C.F.R.  Section
    230.457(c).
(4) In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933 this
    registration  statement also covers an indeterminate  amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.
(5) In  accordance  with Rule  457(h)  under  the  Securities  Act of 1933,  the
    registration fee has been calculated on the basis of the number of shares of
    Common  Stock that may be  purchased  with the current  assets of such Plan.
    Accordingly, no separate fee is required for the participation interests.

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 16
Exhibit Index begins on Page 9


<page> 2



DUTCHFORK BANCSHARES, INC.

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

ITEM 1 PLAN INFORMATION AND ITEM 2 REGISTRANT INFORMATION AND EMPLOYEE
PLAN ANNUAL INFORMATION

The documents  containing  the  information  for Newberry  Federal  Savings Bank
Director  Deferred  Compensation  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  documents are 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  report  filed on December  29,  2000 by  DutchFork
Bancshares,  Inc. (the  "Company") for the fiscal year ended  September 30, 2000
(File No.  000-30483),  which includes:  the consolidated  balance sheets of the
Company as of September  30, 2000,  and the related  consolidated  statements of
income,  comprehensive  operations,  changes in stockholders'  equity,  and cash
flows for each of the years in the two-year period then ended, together with the
related notes and the report of Clifton D. Bodiford, CPA, independent auditors.

        (b) The Form 10-QSB reports filed by the Company for the fiscal quarters
ended  December  31,  2000  (File  No.  000-30483),  March  31,  2001  (File No.
000-30483)  and  June 30,  2001  (File  No.  000-30483),  filed  with the SEC on
February 14, 2001, May 15, 2001 and August 14, 2001, respectively.

        (c) The  description  of the  Company's  Common  Stock  contained in the
Company's  Form 8-A (File No.  000-30483),  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 April 27, 2000, and declared effective
May 12, 2000 as incorporated by reference from the Company's Form SB-2 (File No.
333-31986) declared effective on May 12, 2000.

        (d)  All  documents  filed  by  the  Registrant  and  the  Plan,   where
applicable,  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(g) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

        None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

        Article  X and  XI of  the  Registrant's  Certificate  of  Incorporation
provides as follows:

        TENTH:
        -----

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

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



                                        3

<page> 4




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

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

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

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

        ELEVENTH:  A Director of this Corporation shall not be personally liable
to the  Corporation  or its  stockholders  for  monetary  damages  for breach of
fiduciary duty as a Director,  except for  liability:  (i) for any breach of the
Director's duty of loyalty to the Corporation or its 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



                                        4

<page> 5



improper personal benefit. If the Delaware General Corporation Law is amended to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

        Any  repeal  or   modification   of  the  foregoing   paragraph  by  the
stockholders  of the  Corporation  shall  not  adversely  affect  any  right  or
protection of a Director of the Corporation  existing at the time of such repeal
or modification.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.   LIST OF EXHIBITS.

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

        4.1           Certificate of Incorporation of the Registrant1
        4.2           Bylaws of the Registrant1
        4.3           Stock Certificate of DutchFork Bancshares, Inc.1
        4.4           Newberry Federal Savings Bank Director Deferred
                      Compensation Plan
        5.0           Opinion of Muldoon Murphy & Faucette LLP re:  legality of
                      the securities
        23            Consent of Clifton D. Bodiford, CPA
        24            Power of Attorney is located on the signature pages.

--------------------------
     1 Incorporated herein by reference from the Exhibits contained in the
Registration Statement on Form SB-2 (SEC No. 333-31986), as amended, and filed
on March 8, 2000.


                                        5

<page> 6



ITEM 9.   UNDERTAKINGS

        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 to:

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

               (ii)   Reflect  in  the  Prospectus  any  facts  or events which,
                      individually or together,  represent a fundamental  change
                      in  the   information  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 SEC 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)  Include any additional or changed material  information on
                      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)    For determining liability under the Securities Act, to treat each
               post-effective  amendment as a new Registration  Statement of the
               securities  offered,  and the offering of the  securities at that
               time to be the initial bona fide offering thereof.

        (3)    To file a  post-effective  amendment to remove from  registration
               any  of the  securities  that  remain  unsold  at the  end of the
               Offering.

        (4)    That,  for  purposes  of  determining  any  liability  under  the
               Securities  Act,  each filing of the  Registrant's  or the Plan's
               annual report  pursuant to Section 13(a) or 15(d) of the Exchange
               Act  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 trustees,  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 SEC 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  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  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.


                                        6

<page> 7



                                   SIGNATURES

        Pursuant to the  requirements  of the Securities Act of 1933,  DutchFork
Bancshares,  Inc.  and the  Newberry  Federal  Savings  Bank  Director  Deferred
Compensation  Plan certify that they have reasonable  grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and have duly caused this
Registration  Statement  to be  signed  on  their  behalf  by  the  undersigned,
thereunto duly authorized, in Newberry, South Carolina on August 21, 2001.

                               DUTCHFORK BANCSHARES, INC.


                               By: /s/ J. Thomas Johnson
                                   ---------------------------------------------
                                   J. Thomas Johnson
                                   Chairman of the Board of Directors, President
                                   and Chief Executive Officer

                               NEWBERRY FEDERAL SAVINGS BANK
                               DIRECTOR DEFERRED COMPENSATION PLAN


                               By: /s/ J. Thomas Johnson
                                   ---------------------------------------------
                                   J. Thomas Johnson
                                   Plan Administrator

        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 J. Thomas  Johnson and Steven P. Sligh,  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.
<table>
<caption>

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


<s>                              <c>                                       <c>
/s/ J. Thomas Johnson            Chairman of the Board of Directors,       August 21, 2001
-------------------------        President and Chief Executive Officer
J. Thomas Johnson                (principal executive officer)




<page> 8



/s/ Steven P. Sligh              Executive Vice President,                 August 21, 2001
-------------------------        Chief Financial Officer,
Steven P. Sligh                  Treasurer and Director
                                 (principal accounting and
                                 financial officer)


/s/ Robert E. Livingston, III    Corporate Secretary and Director          August 21, 2001
------------------------------
Robert E. Livingston, III


                                 Director
-------------------------
Keitt Purcell


/s/ Robert W. Owen               Director                                  August 21, 2001
-------------------------
Robert W. Owen


                                 Director
--------------------------
James E. Wiseman, Jr.

</table>



<page> 9
<table>
<caption>


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




  Exhibit No.        Description                Method of Filing
--------------       ---------------------      -----------------------------------------------------------------

      <s>            <c>                        <c>
      4.1            Certificate of             Incorporated herein by reference from the Exhibits of the
                     Incorporation of the       Registrant's Registration Statement on Form SB-2 and amendments
                     Registrant                 thereto, initially filed on March 8, 2000, Registration No. 333-
                                                31986.

      4.2            Bylaws of the              Incorporated herein by reference from the Exhibits of the
                     Registrant                 Registrant's Registration Statement on Form SB-2 and amendments
                                                thereto, initially filed on March 8, 2000, Registration No. 333-
                                                31986.

      4.3            Stock Certificate of       Incorporated herein by reference from the Exhibits of the
                     the Registrant             Registrant's Registration Statement on Form SB-2 and amendments
                                                thereto, initially filed on March 8, 2000, Registration No. 333-
                                                31986.

      4.4            Newberry Federal           Filed herewith.
                     Savings Bank
                     Director Deferred
                     Compensation Plan

      5.0            Opinion of Muldoon         Filed herewith.
                     Murphy & Faucette
                     LLP re: legality of
                     the securities

      23             Consent of Clifton         Filed herewith.
                     D. Bodiford, CPA

      24             Power of Attorney          Located on the signature page.

</table>
[{"type": "S-8", "sequence": "1", "filename": "dutchforks-8.txt", "secsgml_size_bytes": 29208}]
{"company-data": {"conformed-name": "DUTCHFORK BANCSHARES INC", "cik": "0001107710", "assigned-sic": "6035", "irs-number": "571094236", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68214", "film-number": "1721820"}, "business-address": {"street1": "1735 WILSON RD", "city": "NEWBERRY", "state": "SC", "zip": "29108", "phone": "8033213200"}, "mail-address": {"street1": "1735 WILSON RD", "city": "NEWBERRY", "state": "SC", "zip": "39108"}}
1

As filed with the Securities and Exchange Commission on August 23, 2001
                                              Registration No. 333-_______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                           DUTCHFORK BANCSHARES, INC.
             (Exact Name of Registrant as Specified in its Charter)

         DELAWARE                                         57-1094236
(State or Other Jurisdiction of                (IRS Employer Identification No.)
Incorporation or Organization)

                                 1735 WILSON RD.
                         NEWBERRY, SOUTH CAROLINA 29108
                                 (803) 321-3200
              (Address of Registrant's Principal Executive Offices)

                          NEWBERRY FEDERAL SAVINGS BANK
                       DIRECTOR DEFERRED COMPENSATION PLAN
                            (Full Title of the Plan)
     -----------------------------------------------------------------------

J. THOMAS JOHNSON                                  COPIES TO:
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER    PAUL M. AGUGGIA, ESQUIRE
DUTCHFORK BANCSHARES, INC.                         ERIC S. KRACOV, ESQUIRE
1735 WILSON ROAD                                   MULDOON MURPHY & FAUCETTE LLP
NEWBERRY, SOUTH CAROLINA 29108                     5101 WISCONSIN AVENUE, N.W.
(803) 321-3200                                     WASHINGTON, D.C.  20016
(Name, Address, Including Zip Code, and Telephone  (202) 362-0840
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         Proposed Maximum       Amount of
  Title of each Class of      Amount to be    Maximum Offering   Aggregate Offering    Registration
Securities to be Registered  Registered (1)   Price Per Share         Price(2)              Fee
----------------------------------------------------------------------------------------------------
Common Stock
      $.01 par Value          27,560 Shares      $21.77(3)           $600,000             $150.00
----------------------------------------------------------------------------------------------------
      Participation
        Interests                (4)                                                       (5)
====================================================================================================
(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 Newberry Federal Savings Bank Director  Deferred  Compensation Plan (the
    "Plan") as the result of a stock split, stock dividend or similar adjustment
    of the outstanding Common Stock of DutchFork Bancshares, Inc. pursuant to 17
    C.F.R. Section 230.416(a).
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The  average  of the  high  and  low prices of the common stock of DutchFork
    Bancshares,  Inc.  (the "Common  Stock") as reported on the Nasdaq  National
    Market  ("Nasdaq") on August 22, 2001 in accordance with  17 C.F.R.  Section
    230.457(c).
(4) In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933 this
    registration  statement also covers an indeterminate  amount of interests to
    be offered or sold pursuant to the employee benefit plan described herein.
(5) In  accordance  with Rule  457(h)  under  the  Securities  Act of 1933,  the
    registration fee has been calculated on the basis of the number of shares of
    Common  Stock that may be  purchased  with the current  assets of such Plan.
    Accordingly, no separate fee is required for the participation interests.

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 16
Exhibit Index begins on Page 9
2

DUTCHFORK BANCSHARES, INC.

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

ITEM 1 PLAN INFORMATION AND ITEM 2 REGISTRANT INFORMATION AND EMPLOYEE
PLAN ANNUAL INFORMATION

The documents  containing  the  information  for Newberry  Federal  Savings Bank
Director  Deferred  Compensation  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  documents are 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  report  filed on December  29,  2000 by  DutchFork
Bancshares,  Inc. (the  "Company") for the fiscal year ended  September 30, 2000
(File No.  000-30483),  which includes:  the consolidated  balance sheets of the
Company as of September  30, 2000,  and the related  consolidated  statements of
income,  comprehensive  operations,  changes in stockholders'  equity,  and cash
flows for each of the years in the two-year period then ended, together with the
related notes and the report of Clifton D. Bodiford, CPA, independent auditors.

        (b) The Form 10-QSB reports filed by the Company for the fiscal quarters
ended  December  31,  2000  (File  No.  000-30483),  March  31,  2001  (File No.
000-30483)  and  June 30,  2001  (File  No.  000-30483),  filed  with the SEC on
February 14, 2001, May 15, 2001 and August 14, 2001, respectively.

        (c) The  description  of the  Company's  Common  Stock  contained in the
Company's  Form 8-A (File No.  000-30483),  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 April 27, 2000, and declared effective
May 12, 2000 as incorporated by reference from the Company's Form SB-2 (File No.
333-31986) declared effective on May 12, 2000.

        (d)  All  documents  filed  by  the  Registrant  and  the  Plan,   where
applicable,  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(g) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

        None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

        Article  X and  XI of  the  Registrant's  Certificate  of  Incorporation
provides as follows:

        TENTH:
        -----

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

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

                                        3
4

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

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

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

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

        ELEVENTH:  A Director of this Corporation shall not be personally liable
to the  Corporation  or its  stockholders  for  monetary  damages  for breach of
fiduciary duty as a Director,  except for  liability:  (i) for any breach of the
Director's duty of loyalty to the Corporation or its 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

                                        4
5

improper personal benefit. If the Delaware General Corporation Law is amended to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

        Any  repeal  or   modification   of  the  foregoing   paragraph  by  the
stockholders  of the  Corporation  shall  not  adversely  affect  any  right  or
protection of a Director of the Corporation  existing at the time of such repeal
or modification.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.   LIST OF EXHIBITS.

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

        4.1           Certificate of Incorporation of the Registrant1
        4.2           Bylaws of the Registrant1
        4.3           Stock Certificate of DutchFork Bancshares, Inc.1
        4.4           Newberry Federal Savings Bank Director Deferred
                      Compensation Plan
        5.0           Opinion of Muldoon Murphy & Faucette LLP re:  legality of
                      the securities
        23            Consent of Clifton D. Bodiford, CPA
        24            Power of Attorney is located on the signature pages.

--------------------------
     1 Incorporated herein by reference from the Exhibits contained in the
Registration Statement on Form SB-2 (SEC No. 333-31986), as amended, and filed
on March 8, 2000.

                                        5
6

ITEM 9.   UNDERTAKINGS

        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 to:

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

               (ii)   Reflect  in  the  Prospectus  any  facts  or events which,
                      individually or together,  represent a fundamental  change
                      in  the   information  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 SEC 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)  Include any additional or changed material  information on
                      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)    For determining liability under the Securities Act, to treat each
               post-effective  amendment as a new Registration  Statement of the
               securities  offered,  and the offering of the  securities at that
               time to be the initial bona fide offering thereof.

        (3)    To file a  post-effective  amendment to remove from  registration
               any  of the  securities  that  remain  unsold  at the  end of the
               Offering.

        (4)    That,  for  purposes  of  determining  any  liability  under  the
               Securities  Act,  each filing of the  Registrant's  or the Plan's
               annual report  pursuant to Section 13(a) or 15(d) of the Exchange
               Act  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 trustees,  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 SEC 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  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  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.

                                        6
7

                                   SIGNATURES

        Pursuant to the  requirements  of the Securities Act of 1933,  DutchFork
Bancshares,  Inc.  and the  Newberry  Federal  Savings  Bank  Director  Deferred
Compensation  Plan certify that they have reasonable  grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and have duly caused this
Registration  Statement  to be  signed  on  their  behalf  by  the  undersigned,
thereunto duly authorized, in Newberry, South Carolina on August 21, 2001.

                               DUTCHFORK BANCSHARES, INC.

                               By: /s/ J. Thomas Johnson
                                   ---------------------------------------------
                                   J. Thomas Johnson
                                   Chairman of the Board of Directors, President
                                   and Chief Executive Officer

                               NEWBERRY FEDERAL SAVINGS BANK
                               DIRECTOR DEFERRED COMPENSATION PLAN

                               By: /s/ J. Thomas Johnson
                                   ---------------------------------------------
                                   J. Thomas Johnson
                                   Plan Administrator

        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 J. Thomas  Johnson and Steven P. Sligh,  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/ J. Thomas Johnson            Chairman of the Board of Directors,       August 21, 2001
-------------------------        President and Chief Executive Officer
J. Thomas Johnson                (principal executive officer)
8

/s/ Steven P. Sligh              Executive Vice President,                 August 21, 2001
-------------------------        Chief Financial Officer,
Steven P. Sligh                  Treasurer and Director
                                 (principal accounting and
                                 financial officer)

/s/ Robert E. Livingston, III    Corporate Secretary and Director          August 21, 2001
------------------------------
Robert E. Livingston, III

                                 Director
-------------------------
Keitt Purcell

/s/ Robert W. Owen               Director                                  August 21, 2001
-------------------------
Robert W. Owen

                                 Director
--------------------------
James E. Wiseman, Jr.
9
EXHIBIT INDEX
                                                   -------------

  Exhibit No.        Description                Method of Filing
--------------       ---------------------      -----------------------------------------------------------------
4.1            Certificate of             Incorporated herein by reference from the Exhibits of the
                     Incorporation of the       Registrant's Registration Statement on Form SB-2 and amendments
                     Registrant                 thereto, initially filed on March 8, 2000, Registration No. 333-
                                                31986.

      4.2            Bylaws of the              Incorporated herein by reference from the Exhibits of the
                     Registrant                 Registrant's Registration Statement on Form SB-2 and amendments
                                                thereto, initially filed on March 8, 2000, Registration No. 333-
                                                31986.

      4.3            Stock Certificate of       Incorporated herein by reference from the Exhibits of the
                     the Registrant             Registrant's Registration Statement on Form SB-2 and amendments
                                                thereto, initially filed on March 8, 2000, Registration No. 333-
                                                31986.

      4.4            Newberry Federal           Filed herewith.
                     Savings Bank
                     Director Deferred
                     Compensation Plan

      5.0            Opinion of Muldoon         Filed herewith.
                     Murphy & Faucette
                     LLP re: legality of
                     the securities

      23             Consent of Clifton         Filed herewith.
                     D. Bodiford, CPA

      24             Power of Attorney          Located on the signature page.