As filed with the Securities and Exchange Commission on July 30, 1999
                                             Registration No. 333-
                                                                  --------------
================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                    ------------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                    ------------------------------------------

                                USABANC.COM, INC.
             (Exact name of registrant as specified in its charter)

          Pennsylvania                                            23-2806495
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

            1535 Locust Street
       Philadelphia, Pennsylvania                                   19102
(Address of principal executive offices)                          (Zip code)


                 USABanc.com, Inc. Employee Stock Purchase Plan
                     USABanc.com, Inc. Employee Savings Plan
                            (Full title of the plan)
                    -----------------------------------------
                                Kenneth L. Tepper
                      Chief Executive Officer and President
                                USABanc.com, Inc.
                               1535 Locust Street
                        Philadelphia, Pennsylvania 19102
                     (Name and address of agent for service)

                                 (215) 569-4200
          (Telephone number, including area code, of agent for service)

                                 With a copy to
                            Ronald J. Frappier, Esq.
                            Jenkens & Gilchrist, P.C.
                          1445 Ross Avenue, Suite 3200
                            Dallas, Texas 75202-2799
                                 (214) 855-4500

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================================
<S>                                       <C>                    <C>                <C>                    <C>
                                                Amount           Proposed maximum     Proposed maximum
            Title of securities                  to be            offering price          aggregate            Amount of
              to be registered            registered(1)(2)(3)     per share(4)(5)   offering price(4)(5)   registration fee(5)
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per share       300,000 shares         $11.5625            $3,468,750             $964.31
===============================================================================================================================
<FN>
(1)      Consists of 150,000  shares of common stock  available  for purchase by
         employees  of  USABanc.com,  Inc.  pursuant  to the  USABanc.com,  Inc.
         Employee  Stock  Purchase  Plan and  150,000    shares of common  stock
         available for purchase by employees of  USABanc.com,  Inc.  pursuant to
         the USABanc.com, Inc. Employee Savings Plan.
(2)      Pursuant to Rule 416,  this  registration  statement is deemed to cover
         the  additional  shares to be  offered  or issued to  prevent  dilution
         resulting  from any  future  stock  split,  stock  dividend  or similar
         transaction.
(3)      Pursuant  to Rule  416(c),  this  registration  statement  also  covers
         an indeterminate  amount of  interests  to be offered or sold  pursuant
         to the USABanc.com, Inc. Employee Savings Plan.
(4)      Estimated solely for purpose of calculating the registration fee.
(5)      Calculated  pursuant to Rule 457(c) and (h) solely for the  purposes of
         computing the registration fee, based on the average of the highest and
         the lowest selling price per share of the common stock as quoted on the
         NASDAQ SmallCap Market on July 23, 1999.  Pursuant to Rule 457(h)(3) no
         registration fee is required to be paid with respect to interests to be
         offered or sold  pursuant to the  USABanc.com,  Inc.  Employee  Savings
         Plan.
</FN>
</TABLE>



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information  specified  in Part I of Form  S-8  (Items 1 and 2) will be
sent or given to USABanc.com, Inc. Employee Stock Purchase Plan and USABanc.com,
Inc. Employee Savings Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         USABanc.com,   Inc.  (the  "Company"  or  the   "Registrant")  and  the
USABanc.com,  Inc. Employee Savings Plan hereby incorporate by reference in this
registration  statement  the  following  documents  previously  filed  with  the
Securities and Exchange Commission (the "Commission"):

          (1)  The  Company's  Annual  Report  on Form  10-KSB  filed  with  the
               Commission for the year ended December 31, 1998;

          (2)  The  Company's  Quarterly  Report on Form  10-QSB  filed with the
               Commission for the quarter ended March 31, 1999;

          (3)  The  Company's   Current  Report  on  Form  8-K  filed  with  the
               Commission on May 21, 1999;

          (4)  The  Company's   Current  Report  on  Form  8-K  filed  with  the
               Commission on March 16, 1999; and

          (5)  The  description  of the  Company's  Common  Stock  set  forth in
               the Company's Registration Statement on Form SB-2 (No. 333-83041)
               filed  with  the  Commission  on  July 16,  1999,  including  any
               amendment  or  report  filed for the  purpose  of  updating  such
               description.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  registration
statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interest of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         The Company's  Articles of  Incorporation  and bylaws  provide that the
Company  will  indemnify  every  person  who is or was a director  or  executive
officer  of  the  Company  to  the  fullest   extent   permitted  by  law.  This
indemnification  applies to all expenses and liabilities  reasonably incurred in
connection  with any  proceeding to which the director or executive  officer may
become  involved  by reason  of being or having  been a  director  or  executive
officer  of  the  Company.   Pennsylvania   law,  under  which  the  Company  is
incorporated,  allows the Company to indemnify its directors and officers if the
indemnified person acted in good faith and in a manner such person


                                      II-1

<PAGE>



reasonably  believed  to be in, or not  opposed  to,  the best  interest  of the
Company and, with respect to any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful.  The Company  maintains a director and officer
liability  insurance  policy  covering  each  of  the  Company's  directors  and
executive officers.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The  following  documents  are  filed  as a part of  this  Registration
Statement.

         Exhibit           Description
         -------           -----------

         4.1               USABanc.com, Inc. Employee Stock Purchase Plan

         4.2               USABanc.com, Inc. Employee Savings Plan

         5.1               Opinion of Jenkens & Gilchrist, a Professional
                           Corporation

         23.1              Consent of Jenkens & Gilchrist, a Professional
                           Corporation (included in Exhibit 5.1)

         23.2              Consent of Grant Thornton LLP

         24                Power of Attorney (included on signature page)

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


Item 9.  Undertakings.

         A.       The undersigned registrant hereby undertakes:

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

                    a.   to include any prospectus  required by Section 10(a)(3)
                         of the Securities Act of 1933;

                    b.   to  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  registration
                         statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the registration statement; and

                    c.   to include any material information with respect to the
                         plan of  distribution  not previously  disclosed in the
                         registration  statement or any material  change to such
                         information in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and

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

         B. The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the



                                      II-2

<PAGE>



registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
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  of 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.




                                      II-3

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for filing on Form S-8 and has duly caused this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Philadelphia,  Commonwealth of Pennsylvania,  on July
30, 1999.

                                     USABANC.COM, INC.



                                     By:   /s/ Kenneth L. Tepper
                                           -------------------------------------
                                           Kenneth L. Tepper,
                                           Chief Executive Officer and President

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears  below hereby  constitutes  and appoints  Kenneth L. Tepper and Brian M.
Hartline,  and each of them, each with full power to act without the other,  his
true  and  lawful   attorneys-in-fact  and  agents,  each  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  this  registration
statement, and to file the same with all exhibits thereto and other documents in
connection  therewith,   with  the  Commission,   granting  unto  each  of  said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all  intents and  purposes as he might or could do in person  hereby
ratifying and confirming that each of said  attorneys-in-fact  and agents or his
substitutes may lawfully do or cause to be done by virtue hereof.

         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:

<TABLE>
<CAPTION>

Signature                                            Title                                            Date
---------                                            -----                                            ----
<S>                                         <C>                                                  <C>

/s/ Kenneth L. Tepper                       President, Chief Executive Officer                   July 30, 1999
-------------------------                   and Director (Principal Executive Officer)
Kenneth L. Tepper


/s/ Brian M. Hartline                       Chief Financial Officer (Principal                   July 30, 1999
-------------------------                   Accounting and Financial Officer)
Brian M. Hartline


/s/ George M. Laughlin                      Chairman of the Board                                July 30, 1999
-------------------------
George M. Laughlin


                                            Director
-------------------------                                                                        --------------
Clarence L. Rader


/s/ Zeev Shenkman                           Vice Chairman of the Board                           July 30, 1999
-------------------------
Zeev Shenkman


/s/ Jeffrey A. D'Ambrosio                   Director                                             July 30, 1999
-------------------------
Jeffrey A. D'Ambrosio


                                            Director
-------------------------                                                                        -------------
George C. Fogwell, III





<PAGE>



                                            Director                                             ------------
--------------------------
John A. Gambone


                                            Director
--------------------------                                                                       ------------
Carol J. Kaufman


/s/ Wayne O'Leevy                           Director                                             July 30, 1999
--------------------------
Wayne O'Leevy

</TABLE>





<PAGE>



The Plan.

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
trustees (or other persons who administer the USABanc.com, Inc. Employee Savings
Plan) have duly caused this registration statement to be signed on its behalf by
the  undersigned,  thereunto  duly  authorized,  in the  City  of  Philadelphia,
Commonwealth of Pennsylvania, on July 30, 1999.


                          USABANC.COM, INC. EMPLOYEE SAVINGS PLAN



                          By: USABanc.com,Inc.


                              By:  /s/ Kenneth L. Tepper
                                  ----------------------------------------------
                                  Kenneth L. Tepper
                                  Chief Executive Officer and President
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR USABANC.COM, INC.", "secsgml_size_bytes": 17894}]
{"company-data": {"conformed-name": "USABANC COM INC", "cik": "0000945532", "assigned-sic": "6022", "irs-number": "232806495", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84135", "film-number": "99674549"}, "business-address": {"street1": "ONE LINCOLN PLAZA", "street2": "1535 LOCUST STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102", "phone": "2155964200"}, "mail-address": {"street1": "ONE LINCOLN PLAZA", "street2": "1535 LOCUST STREET", "city": "PHILADELPHIA", "state": "PA", "zip": "19102"}}
As filed with the Securities and Exchange Commission on July 30, 1999
                                             Registration No. 333-
                                                                  --------------
================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                    ------------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                    ------------------------------------------

                                USABANC.COM, INC.
             (Exact name of registrant as specified in its charter)

          Pennsylvania                                            23-2806495
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

            1535 Locust Street
       Philadelphia, Pennsylvania                                   19102
(Address of principal executive offices)                          (Zip code)

                 USABanc.com, Inc. Employee Stock Purchase Plan
                     USABanc.com, Inc. Employee Savings Plan
                            (Full title of the plan)
                    -----------------------------------------
                                Kenneth L. Tepper
                      Chief Executive Officer and President
                                USABanc.com, Inc.
                               1535 Locust Street
                        Philadelphia, Pennsylvania 19102
                     (Name and address of agent for service)

                                 (215) 569-4200
          (Telephone number, including area code, of agent for service)

                                 With a copy to
                            Ronald J. Frappier, Esq.
                            Jenkens & Gilchrist, P.C.
                          1445 Ross Avenue, Suite 3200
                            Dallas, Texas 75202-2799
                                 (214) 855-4500
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Amount           Proposed maximum     Proposed maximum
            Title of securities                  to be            offering price          aggregate            Amount of
              to be registered            registered(1)(2)(3)     per share(4)(5)   offering price(4)(5)   registration fee(5)
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per share       300,000 shares         $11.5625            $3,468,750             $964.31
===============================================================================================================================
(1)      Consists of 150,000  shares of common stock  available  for purchase by
         employees  of  USABanc.com,  Inc.  pursuant  to the  USABanc.com,  Inc.
         Employee  Stock  Purchase  Plan and  150,000    shares of common  stock
         available for purchase by employees of  USABanc.com,  Inc.  pursuant to
         the USABanc.com, Inc. Employee Savings Plan.
(2)      Pursuant to Rule 416,  this  registration  statement is deemed to cover
         the  additional  shares to be  offered  or issued to  prevent  dilution
         resulting  from any  future  stock  split,  stock  dividend  or similar
         transaction.
(3)      Pursuant  to Rule  416(c),  this  registration  statement  also  covers
         an indeterminate  amount of  interests  to be offered or sold  pursuant
         to the USABanc.com, Inc. Employee Savings Plan.
(4)      Estimated solely for purpose of calculating the registration fee.
(5)      Calculated  pursuant to Rule 457(c) and (h) solely for the  purposes of
         computing the registration fee, based on the average of the highest and
         the lowest selling price per share of the common stock as quoted on the
         NASDAQ SmallCap Market on July 23, 1999.  Pursuant to Rule 457(h)(3) no
         registration fee is required to be paid with respect to interests to be
         offered or sold  pursuant to the  USABanc.com,  Inc.  Employee  Savings
         Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information  specified  in Part I of Form  S-8  (Items 1 and 2) will be
sent or given to USABanc.com, Inc. Employee Stock Purchase Plan and USABanc.com,
Inc. Employee Savings Plan participants as specified by Rule 428(b)(1) under the
Securities Act of 1933.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         USABanc.com,   Inc.  (the  "Company"  or  the   "Registrant")  and  the
USABanc.com,  Inc. Employee Savings Plan hereby incorporate by reference in this
registration  statement  the  following  documents  previously  filed  with  the
Securities and Exchange Commission (the "Commission"):

          (1)  The  Company's  Annual  Report  on Form  10-KSB  filed  with  the
               Commission for the year ended December 31, 1998;

          (2)  The  Company's  Quarterly  Report on Form  10-QSB  filed with the
               Commission for the quarter ended March 31, 1999;

          (3)  The  Company's   Current  Report  on  Form  8-K  filed  with  the
               Commission on May 21, 1999;

          (4)  The  Company's   Current  Report  on  Form  8-K  filed  with  the
               Commission on March 16, 1999; and

          (5)  The  description  of the  Company's  Common  Stock  set  forth in
               the Company's Registration Statement on Form SB-2 (No. 333-83041)
               filed  with  the  Commission  on  July 16,  1999,  including  any
               amendment  or  report  filed for the  purpose  of  updating  such
               description.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  registration
statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interest of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         The Company's  Articles of  Incorporation  and bylaws  provide that the
Company  will  indemnify  every  person  who is or was a director  or  executive
officer  of  the  Company  to  the  fullest   extent   permitted  by  law.  This
indemnification  applies to all expenses and liabilities  reasonably incurred in
connection  with any  proceeding to which the director or executive  officer may
become  involved  by reason  of being or having  been a  director  or  executive
officer  of  the  Company.   Pennsylvania   law,  under  which  the  Company  is
incorporated,  allows the Company to indemnify its directors and officers if the
indemnified person acted in good faith and in a manner such person

                                      II-1
reasonably  believed  to be in, or not  opposed  to,  the best  interest  of the
Company and, with respect to any criminal proceeding, had no reasonable cause to
believe his conduct was unlawful.  The Company  maintains a director and officer
liability  insurance  policy  covering  each  of  the  Company's  directors  and
executive officers.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The  following  documents  are  filed  as a part of  this  Registration
Statement.

         Exhibit           Description
         -------           -----------

         4.1               USABanc.com, Inc. Employee Stock Purchase Plan

         4.2               USABanc.com, Inc. Employee Savings Plan

         5.1               Opinion of Jenkens & Gilchrist, a Professional
                           Corporation

         23.1              Consent of Jenkens & Gilchrist, a Professional
                           Corporation (included in Exhibit 5.1)

         23.2              Consent of Grant Thornton LLP

         24                Power of Attorney (included on signature page)

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

Item 9.  Undertakings.

         A.       The undersigned registrant hereby undertakes:

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

                    a.   to include any prospectus  required by Section 10(a)(3)
                         of the Securities Act of 1933;

                    b.   to  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  registration
                         statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the registration statement; and

                    c.   to include any material information with respect to the
                         plan of  distribution  not previously  disclosed in the
                         registration  statement or any material  change to such
                         information in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and

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

         B. The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the

                                      II-2
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
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  of 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.

                                      II-3
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for filing on Form S-8 and has duly caused this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Philadelphia,  Commonwealth of Pennsylvania,  on July
30, 1999.

                                     USABANC.COM, INC.

                                     By:   /s/ Kenneth L. Tepper
                                           -------------------------------------
                                           Kenneth L. Tepper,
                                           Chief Executive Officer and President

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears  below hereby  constitutes  and appoints  Kenneth L. Tepper and Brian M.
Hartline,  and each of them, each with full power to act without the other,  his
true  and  lawful   attorneys-in-fact  and  agents,  each  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  this  registration
statement, and to file the same with all exhibits thereto and other documents in
connection  therewith,   with  the  Commission,   granting  unto  each  of  said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all  intents and  purposes as he might or could do in person  hereby
ratifying and confirming that each of said  attorneys-in-fact  and agents or his
substitutes may lawfully do or cause to be done by virtue hereof.

         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:
Signature                                            Title                                            Date
---------                                            -----                                            ----
/s/ Kenneth L. Tepper                       President, Chief Executive Officer                   July 30, 1999
-------------------------                   and Director (Principal Executive Officer)
Kenneth L. Tepper

/s/ Brian M. Hartline                       Chief Financial Officer (Principal                   July 30, 1999
-------------------------                   Accounting and Financial Officer)
Brian M. Hartline

/s/ George M. Laughlin                      Chairman of the Board                                July 30, 1999
-------------------------
George M. Laughlin

                                            Director
-------------------------                                                                        --------------
Clarence L. Rader

/s/ Zeev Shenkman                           Vice Chairman of the Board                           July 30, 1999
-------------------------
Zeev Shenkman

/s/ Jeffrey A. D'Ambrosio                   Director                                             July 30, 1999
-------------------------
Jeffrey A. D'Ambrosio

                                            Director
-------------------------                                                                        -------------
George C. Fogwell, III
Director                                             ------------
--------------------------
John A. Gambone

                                            Director
--------------------------                                                                       ------------
Carol J. Kaufman

/s/ Wayne O'Leevy                           Director                                             July 30, 1999
--------------------------
Wayne O'Leevy
The Plan.

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
trustees (or other persons who administer the USABanc.com, Inc. Employee Savings
Plan) have duly caused this registration statement to be signed on its behalf by
the  undersigned,  thereunto  duly  authorized,  in the  City  of  Philadelphia,
Commonwealth of Pennsylvania, on July 30, 1999.

                          USABANC.COM, INC. EMPLOYEE SAVINGS PLAN

                          By: USABanc.com,Inc.

                              By:  /s/ Kenneth L. Tepper
                                  ----------------------------------------------
                                  Kenneth L. Tepper
                                  Chief Executive Officer and President