<PAGE> 1

As filed with the Securities and Exchange Commission on December 30, 1999
                                                     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                           6035                APPLIED FOR
(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 SAVINGS BANK STOCK-BASED
                           DEFERRED COMPENSATION PLAN
                            (Full Title of the Plan)
                      ------------------------------------

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

        If any of the securities being registered on this Form are to be
     offered on a delayed or continuous basis pursuant to Rule 415 under the
             Securities Act of 1933, check the following box. / X /
                                                              ----
<TABLE>
<CAPTION>
=====================================================================================================
  Title of each Class of       Amount to be   Proposed Purchase   Estimated Aggregate  Registration
Securities to be Registered   Registered (1)  Price Per Share      Offering Price(2)       Fee
-----------------------------------------------------------------------------------------------------
   <S>                         <C>                <C>                  <C>                <C>
    Common Stock
   $.01 par Value              200,000 Shares     $12.75(3)            $2,550,000         $674
-----------------------------------------------------------------------------------------------------
    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  American  Savings  Bank  Stock-Based  Deferred  Compensation  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) Estimated solely for the purpose of calculating the registration fee.
(3) The last sale price of the common stock of American Financial Holdings, Inc.
    (the "Common Stock") as reported on the Nasdaq National Market ("Nasdaq") on
    December 27, 1999 in accordance with 17 C.F.R. Section 230.457(c).
(4) In addition,  pursuant  to  17 C.F.R. Section 230.416(c), this  registration
    statement also covers an indeterminate  amount of interests to be offered or
    sold pursuant to the employee  benefit plan described  herein based upon the
    maximum  amount  that could be issued  under the plan  pursuant to 17 C.F.R.
    Section 230.457(h).
(5) In accordance with 17 C.F.R. Section 230.457(h),  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 10



<PAGE> 2



AMERICAN FINANCIAL HOLDINGS, INC.

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

ITEMS 1 & 2. The documents  containing the information for American Savings Bank
Stock-Based  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 Prospectus filed with the SEC by American Financial Holdings, Inc.
(the  "Registrant")  (File No. 333-84463)  pursuant to Rule 424(b)(3) on October
22,  1999,  which  includes:  (1) the  consolidated  balance  sheets of American
Savings Bank and  Subsidiary  (the "Bank") as of December 31, 1997 and 1998, and
the related consolidated  statements of income,  equity, and cash flows for each
of the years in the three-year period ended December 31, 1998, together with the
related  notes and the  report of KPMG LLP,  independent  auditors,  and (2) the
unaudited  consolidated  balance  sheet  of the  Bank  as of May 31,  1999,  the
unaudited  consolidated  statements of income and cash flows for the five months
ended May 31, 1999 and 1998, and the unaudited  consolidated statement of equity
for the five months ended May 31, 1999.

      (b) The Form 10-Q report filed by the  Registrant  for the fiscal  quarter
ended  September 30, 1999 (File No.  000-27399),  filed with the SEC on November
26, 1999.

      (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 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,

                                        3

<PAGE> 4



      Officer,  employee  or  agent  and  shall  inure  to  the  benefit  of the
      indemnitee's heirs, executors and administrators.

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


            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.

      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 American  Financial  Holdings,  Inc.1
      4.4   American Savings Bank Stock-Based Deferred Compensation Plan1
      5.0   Opinion  of  Muldoon,  Murphy & Faucette LLP re:  legality  of the
            securities
      23    Consent of KPMG LLP.
      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 S-1 (SEC No. 333-84463), as amended, and declared
effective on October 12, 1999.


                                        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


                                        6

<PAGE> 7



settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.






                                        7

<PAGE> 8



                                   SIGNATURES

      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 November 22, 1999.

                                      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   November 22, 1999
----------------------------   Executive Officer
Robert T. Kenney               (principal executive officer)


/s/ Charles J. Boulier III     Executive Vice President,       November 22, 1999
---------------------------    Treasurer, and Chief Financial Officer
Charles J. Boulier III         (principal accounting and
                               financial officer)


/s/ Adolf G. Carlson           Director                        November 22, 1999
---------------------------
Adolf G. Carlson


/s/ Marie S. Gustin            Director                        November 22, 1999
---------------------------
Marie S. Gustin



                                        8

<PAGE> 9





/s/ Fred M. Hollfelder          Director                       November 22, 1999
--------------------------
Fred M. Hollfelder



/s/ Mark E. Karp                Director                       November 22, 1999
---------------------
Mark E. Karp


/s/ Steven T. Martin            Director                       November 22, 1999
----------------------
Steven T. Martin


/s/ Harry N. Mazadoorian        Director                       November 22, 1999
----------------------------
Harry N. Mazadoorian



/s/ Jeffrey T. Witherwax        Director                       November 22, 1999
----------------------------
Jeffrey T. Witherwax







                                        9

<PAGE> 10
<TABLE>
<CAPTION>

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


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

     <S>         <C>                       <C>                                                           <C>
     4.1         Certificate  of           Incorporated herein by reference from the Exhibits            --
                 Incorporation of the      of the Registrant's Registration Statement on Form
                 Registrant                S-1  filed with the SEC and declared effective on
                                           October 12, 1999.

     4.2         Bylaws of the             Incorporated herein by reference from the Exhibits            --
                 Registrant                of  the Registrant's Registration Statement on Form
                                           S-1 filed with the SEC and declared effective on
                                           October 12, 1999.

     4.3         Stock Certificate of      Incorporated herein by reference from the Exhibits            --
                 American Financial        of the Registrant's Registration Statement on Form
                 Holdings, Inc.            S-1 filed with the SEC and declared effective on
                                           October 12, 1999.

     4.4         American  Savings         Incorporated herein by reference from the Exhibits            --
                 Bank Stock-Based          of the Registrant's Registration Statement on Form
                 Deferred                  S-1 filed with the SEC and declared effective on
                 Compensation Plan         October 12, 1999.

     5.0         Opinion of Muldoon,       Filed herewith.                                               11
                 Murphy & Faucette
                 LLP re: legality of
                 the securities

     23          Consents of KMPG          Filed herewith.                                               15
                 LLP

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

</TABLE>




                                       10
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 29300}]
{"company-data": {"conformed-name": "AMERICAN FINANCIAL HOLDINGS INC", "cik": "0001095862", "assigned-sic": "6036", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93951", "film-number": "99784347"}, "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 December 30, 1999
                                                     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                           6035                APPLIED FOR
(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 SAVINGS BANK STOCK-BASED
                           DEFERRED COMPENSATION PLAN
                            (Full Title of the Plan)
                      ------------------------------------

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

        If any of the securities being registered on this Form are to be
     offered on a delayed or continuous basis pursuant to Rule 415 under the
             Securities Act of 1933, check the following box. / X /
                                                              ----
=====================================================================================================
  Title of each Class of       Amount to be   Proposed Purchase   Estimated Aggregate  Registration
Securities to be Registered   Registered (1)  Price Per Share      Offering Price(2)       Fee
-----------------------------------------------------------------------------------------------------
Common Stock
   $.01 par Value              200,000 Shares     $12.75(3)            $2,550,000         $674
-----------------------------------------------------------------------------------------------------
    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  American  Savings  Bank  Stock-Based  Deferred  Compensation  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) Estimated solely for the purpose of calculating the registration fee.
(3) The last sale price of the common stock of American Financial Holdings, Inc.
    (the "Common Stock") as reported on the Nasdaq National Market ("Nasdaq") on
    December 27, 1999 in accordance with 17 C.F.R. Section 230.457(c).
(4) In addition,  pursuant  to  17 C.F.R. Section 230.416(c), this  registration
    statement also covers an indeterminate  amount of interests to be offered or
    sold pursuant to the employee  benefit plan described  herein based upon the
    maximum  amount  that could be issued  under the plan  pursuant to 17 C.F.R.
    Section 230.457(h).
(5) In accordance with 17 C.F.R. Section 230.457(h),  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 10
2

AMERICAN FINANCIAL HOLDINGS, INC.

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

ITEMS 1 & 2. The documents  containing the information for American Savings Bank
Stock-Based  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 Prospectus filed with the SEC by American Financial Holdings, Inc.
(the  "Registrant")  (File No. 333-84463)  pursuant to Rule 424(b)(3) on October
22,  1999,  which  includes:  (1) the  consolidated  balance  sheets of American
Savings Bank and  Subsidiary  (the "Bank") as of December 31, 1997 and 1998, and
the related consolidated  statements of income,  equity, and cash flows for each
of the years in the three-year period ended December 31, 1998, together with the
related  notes and the  report of KPMG LLP,  independent  auditors,  and (2) the
unaudited  consolidated  balance  sheet  of the  Bank  as of May 31,  1999,  the
unaudited  consolidated  statements of income and cash flows for the five months
ended May 31, 1999 and 1998, and the unaudited  consolidated statement of equity
for the five months ended May 31, 1999.

      (b) The Form 10-Q report filed by the  Registrant  for the fiscal  quarter
ended  September 30, 1999 (File No.  000-27399),  filed with the SEC on November
26, 1999.

      (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 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,

                                        3
4

      Officer,  employee  or  agent  and  shall  inure  to  the  benefit  of the
      indemnitee's heirs, executors and administrators.

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

            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.

      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 American  Financial  Holdings,  Inc.1
      4.4   American Savings Bank Stock-Based Deferred Compensation Plan1
      5.0   Opinion  of  Muldoon,  Murphy & Faucette LLP re:  legality  of the
            securities
      23    Consent of KPMG LLP.
      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 S-1 (SEC No. 333-84463), as amended, and declared
effective on October 12, 1999.

                                        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

                                        6
7

settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

                                        7
8

                                   SIGNATURES

      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 November 22, 1999.

                                      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   November 22, 1999
----------------------------   Executive Officer
Robert T. Kenney               (principal executive officer)

/s/ Charles J. Boulier III     Executive Vice President,       November 22, 1999
---------------------------    Treasurer, and Chief Financial Officer
Charles J. Boulier III         (principal accounting and
                               financial officer)

/s/ Adolf G. Carlson           Director                        November 22, 1999
---------------------------
Adolf G. Carlson

/s/ Marie S. Gustin            Director                        November 22, 1999
---------------------------
Marie S. Gustin

                                        8
9

/s/ Fred M. Hollfelder          Director                       November 22, 1999
--------------------------
Fred M. Hollfelder

/s/ Mark E. Karp                Director                       November 22, 1999
---------------------
Mark E. Karp

/s/ Steven T. Martin            Director                       November 22, 1999
----------------------
Steven T. Martin

/s/ Harry N. Mazadoorian        Director                       November 22, 1999
----------------------------
Harry N. Mazadoorian

/s/ Jeffrey T. Witherwax        Director                       November 22, 1999
----------------------------
Jeffrey T. Witherwax

                                        9
10
EXHIBIT INDEX
                                  -------------

                                                                                                    Sequentially
                                                                                                      Numbered
                                                                                                       Page
 Exhibit No.     Description               Method of Filing                                           Location
------------     ----------------------   ------------------------------------------------------     ----------
4.1         Certificate  of           Incorporated herein by reference from the Exhibits            --
                 Incorporation of the      of the Registrant's Registration Statement on Form
                 Registrant                S-1  filed with the SEC and declared effective on
                                           October 12, 1999.

     4.2         Bylaws of the             Incorporated herein by reference from the Exhibits            --
                 Registrant                of  the Registrant's Registration Statement on Form
                                           S-1 filed with the SEC and declared effective on
                                           October 12, 1999.

     4.3         Stock Certificate of      Incorporated herein by reference from the Exhibits            --
                 American Financial        of the Registrant's Registration Statement on Form
                 Holdings, Inc.            S-1 filed with the SEC and declared effective on
                                           October 12, 1999.

     4.4         American  Savings         Incorporated herein by reference from the Exhibits            --
                 Bank Stock-Based          of the Registrant's Registration Statement on Form
                 Deferred                  S-1 filed with the SEC and declared effective on
                 Compensation Plan         October 12, 1999.

     5.0         Opinion of Muldoon,       Filed herewith.                                               11
                 Murphy & Faucette
                 LLP re: legality of
                 the securities

     23          Consents of KMPG          Filed herewith.                                               15
                 LLP

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