<PAGE> 1

           As filed with the Securities and Exchange Commission on July 13, 2004
                                                     Registration No. 333-______


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



                           FIRST PLACE FINANCIAL CORP.
   (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                                                 34-1880130
(state or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

                             185 EAST MARKET STREET
                               WARREN, OHIO 44481
                                 (330) 373-1221
               (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)


            FIRST PLACE FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)
                        -------------------------------

<TABLE>
<CAPTION>
                                        COPIES TO:
<S>                                                            <C>
STEVEN R. LEWIS                                                ERIC S. KRACOV, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER                          SUZANNE A. WALKER, ESQUIRE
FIRST PLACE FINANCIAL CORP.                                    MULDOON MURPHY FAUCETTE & AGUGGIA LLP
185 EAST MARKET STREET                                         5101 WISCONSIN AVENUE, NW
WARREN, OHIO 44481                                             WASHINGTON, DC 20016
(330) 373-1221                                                 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
</TABLE>

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

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /
<TABLE>
<CAPTION>
===================================================================================================================
    Title of each Class of         Amount to be      Proposed Purchase      Estimated Aggregate      Registration
  Securities to be Registered      Registered (1)   Price Per Share (2)       Offering Price             Fee
===================================================================================================================
        <S>                           <C>               <C>                    <C>                      <C>
         Common Stock                 150,000
        $.01 par value                Shares            $18.21                 $2,731,500               $347.00
===================================================================================================================
</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 First Place Financial Corp. Employee Stock Purchase Plan (the "Plan")
     as the result of a stock split, stock dividend or similar adjustment of the
     outstanding common stock of First Place Financial Corp., pursuant to 17
     C.F.R. ss.230.416(a).
 (2) Estimated solely for the purpose of calculating the amount of the
     registration fee. Pursuant to Rule 457(c) under the Securities Act, the
     price per share is the average of the high and low prices of First Place
     Financial Corp. common stock, as reported on July 8, 2004.

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. SS.230.462.




<PAGE> 2


FIRST PLACE FINANCIAL CORP.

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

ITEMS 1 & 2. The information regarding the First Place Financial Corp. (the
"Company" or the "Registrant") Employee Stock Purchase 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) under the U.S.
Securities Act of 1933 (the "Securities Act"). 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. Such documents and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement constitute the prospectus for the Registration Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed or to be filed by the Company with the
SEC are incorporated by reference in this Registration Statement:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2003, which includes the consolidated balance sheets of First Place
Financial Corp. as of June 30, 2003 and 2002, and the related consolidated
statements of income, changes in shareholders' equity and cash flows for each of
the years in the three-year period ended June 30, 2003, together with the
related notes (File No. 0-25049), filed with the SEC on September 29, 2003.

         (b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended September 30, 2003, December 31, 2003 and March 31, 2004 (File
No. 0-25049), filed with the SEC on November 14, 2003, February 13, 2004 and May
13, 2004, respectively.

         (c) The Company has filed nine current reports on Form 8-K ("Form
8-K") since the end of the June 30, 2003 fiscal year. The Forms 8-K were filed
on October 21, 2003, November 6, 2003, November 12, 2003, January 20, 2004,
March 17, 2004, April 20, 2004, May 21, 2004, June 1, 2004 and June 14, 2004.

         (d) The description of the Company's common stock contained in the
Company's Registration Statement on Form S-4 (File No. 333-111494) filed with
the SEC on December 23, 2003 and amended on February 9, 2004.

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

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




                                       2


<PAGE> 3



ITEM 4.  DESCRIPTION OF SECURITIES

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


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

         The validity of the Common Stock offered hereby has been passed upon by
Muldoon Murphy Faucette & Aguggia LLP, Washington, D.C. for the Registrant and
is attached hereto as Exhibit 5.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Directors and officers of the Company are indemnified and held harmless
against liability to the fullest extent permissible by the general corporation
law of Delaware as it currently exists or as it may be amended, provided any
such amendment provides broader indemnification provisions than currently exist.
This indemnification applies to the Board of Directors who administer the Plan.

         In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles TENTH and ELEVENTH
of the Company's Certificate of Incorporation provide as follows (Note: the
"Company" is referred to as the "Corporation" in Articles TENTH AND ELEVENTH):

         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 against the Corporation (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 and "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



                                       3


<PAGE> 4


judicial decision from which there is no further right to appeal (hereinafter a
"final adjudication") that such indemnitee is not entitled to be indemnified for
such expenses under this Section or otherwise. The rights to indemnification and
to the advancement of expenses conferred in Sections A and B of this Article
TENTH shall be contract rights and such rights shall continue as to an
indemnitee who has ceased to be a Director, Officer, employee or agent and shall
inure to the benefit of the indemnitee's heirs, executors and administrators.

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

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

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

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

         ELEVENTH: A Director of this Corporation shall not be personally liable
         --------
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director, except for liability: (i) for any breach of the
Director's duty of loyalty to the Corporation or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which the



                                       4

<PAGE> 5



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.

                                    * * * * *

         Insofar as indemnification for liabilities arising under the Securities
Act 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 SEC such indemnification is against
public policy as expressed in the Securities 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 Securities Act and will be governed by the
final adjudication of such issue.

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):

         5.0      Opinion of Muldoon Murphy Faucette & Aguggia LLP as to the
                  legality of the Common Stock to be issued

         10.0     First Place Financial Corp. Employee Stock Purchase Plan

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

         23.1     Consent of Crowe Chizek and Company LLC

         24.0     Power of Attorney is located on the signature pages




                                       5
<PAGE> 6


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:

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

                                    (ii) To reflect in the prospectus any facts
                           or events arising after the effective date of the
                           Registration Statement (or the most recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate, represent a fundamental change
                           in the information set forth in the Registration
                           Statement. Notwithstanding the foregoing, any
                           increase or decrease in volume of securities offered
                           (if the total dollar value of securities offered
                           would not exceed that which was registered) and any
                           deviation from the low or high end of the estimated
                           maximum offering range may be reflected in the form
                           of prospectus filed with the Commission pursuant to
                           Rule 424(b) if, in the aggregate, the changes in
                           volume and price represent no more than a 20 percent
                           change in the maximum aggregate offering price set
                           forth in the "Calculation of Registration Fee" table
                           in the effective Registration Statement.

                                    (iii) To include any material information
                           with respect to the plan of distribution not
                           previously disclosed in the Registration Statement or
                           any material change to such information in the
                           Registration Statement, unless the information
                           required by (i) and (ii) above 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 in the Registration
                           Statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act, 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 the initial BONA FIDE
                  offering thereof.

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

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




                                       6

<PAGE> 7





                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, First Place
Financial Corp. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Warren, State of Ohio, on this 9th day of July,
2004.

                               FIRST PLACE FINANCIAL CORP.



                               By: /s/ Steven R. Lewis
                                   ------------------------------------------
                                   Steven R. Lewis
                                   President and Chief Executive Officer
                                   (principal executive, financial and
                                   accounting officer)


         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Steven R. Lewis, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any or all amendments to this 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 thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming that said
attorney-in-fact and agent, or his substitute, 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>

<S>                                 <C>                                         <C>
Name                                Title                                       Date
----                                -----                                       ----

/s/ Steven R. Lewis                 President, Chief Executive Officer          July 9, 2004
---------------------------------   and Director (principal executive,
Steven R. Lewis                     financial and accounting officer)



/s/ W. Terry Patrick                Chairman of the Board of Directors          July 11, 2004
---------------------------------
W. Terry Patrick



                                    Director
---------------------------------
A. Gary Bitonte, M.D.



/s/ Donald Cagigas                  Director                                    July 12, 2004
---------------------------------
Donald Cagigas


/s/ George J. Gentithes             Director                                    July 10, 2004
---------------------------------
George J. Gentithes





                                       7

<PAGE> 8




                                    Director
---------------------------------
Marie Izzo Cartwright


                                    Director
---------------------------------
Robert P. Grace



/s/ Thomas M. Humphries             Director                                    July 10, 2004
---------------------------------
Thomas M. Humphries


                                    Director
---------------------------------
Earl T. Kissel


/s/ Jeffery Rossi                   Director                                    July 12, 2004
---------------------------------
Jeffery Rossi


/s/ Samuel Roth                     Director                                    July 11, 2004
---------------------------------
Samuel Roth


/s/ William A. Russell              Director                                    July 12, 2004
---------------------------------
William A. Russell

                                    Director
---------------------------------
Ronald P. Volpe, Ph.D.


                                    Director
---------------------------------
Robert L. Wagmiller

</TABLE>




                                        8


<PAGE> 9
<TABLE>
<CAPTION>



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

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


          <S>                <C>                                  <C>                                                   <C>
          5.0                Opinion of Muldoon Murphy            Filed herewith.                                       --
                             Faucette & Aguggia LLP

          10.0               First Place Financial Corp.          Filed herewith                                        --
                             Employee Stock Purchase Plan

          23.0               Consent of Muldoon Murphy            Contained in Exhibit 5.0.                             --
                             Faucette & Aguggia LLP

          23.1               Consent of Crowe Chizek and          Filed herewith.                                       --
                             Company LLC

          24.0               Power of Attorney                    Located on the signature page.                        -


</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "firstplaceforms-8july04.txt", "secsgml_size_bytes": 28423}]
{"company-data": {"conformed-name": "FIRST PLACE FINANCIAL CORP /DE/", "cik": "0001068912", "assigned-sic": "6035", "irs-number": "341880130", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117328", "film-number": "04911269"}, "business-address": {"street1": "185 E MARKET ST", "city": "WARREN", "state": "OH", "zip": "44482", "phone": "3303731221"}, "mail-address": {"street1": "185 EAST MARKET ST", "city": "WARREN", "state": "OH", "zip": "44482"}}
1

           As filed with the Securities and Exchange Commission on July 13, 2004
                                                     Registration No. 333-______

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

                           FIRST PLACE FINANCIAL CORP.
   (exact name of registrant as specified in its certificate of incorporation)

DELAWARE                                                 34-1880130
(state or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization)

                             185 EAST MARKET STREET
                               WARREN, OHIO 44481
                                 (330) 373-1221
               (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

            FIRST PLACE FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)
                        -------------------------------
COPIES TO:
STEVEN R. LEWIS                                                ERIC S. KRACOV, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER                          SUZANNE A. WALKER, ESQUIRE
FIRST PLACE FINANCIAL CORP.                                    MULDOON MURPHY FAUCETTE & AGUGGIA LLP
185 EAST MARKET STREET                                         5101 WISCONSIN AVENUE, NW
WARREN, OHIO 44481                                             WASHINGTON, DC 20016
(330) 373-1221                                                 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /
===================================================================================================================
    Title of each Class of         Amount to be      Proposed Purchase      Estimated Aggregate      Registration
  Securities to be Registered      Registered (1)   Price Per Share (2)       Offering Price             Fee
===================================================================================================================
Common Stock                 150,000
        $.01 par value                Shares            $18.21                 $2,731,500               $347.00
===================================================================================================================
(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 First Place Financial Corp. Employee Stock Purchase Plan (the "Plan")
     as the result of a stock split, stock dividend or similar adjustment of the
     outstanding common stock of First Place Financial Corp., pursuant to 17
     C.F.R. ss.230.416(a).
 (2) Estimated solely for the purpose of calculating the amount of the
     registration fee. Pursuant to Rule 457(c) under the Securities Act, the
     price per share is the average of the high and low prices of First Place
     Financial Corp. common stock, as reported on July 8, 2004.

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. SS.230.462.
2

FIRST PLACE FINANCIAL CORP.

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

ITEMS 1 & 2. The information regarding the First Place Financial Corp. (the
"Company" or the "Registrant") Employee Stock Purchase 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) under the U.S.
Securities Act of 1933 (the "Securities Act"). 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. Such documents and the information
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement constitute the prospectus for the Registration Statement.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed or to be filed by the Company with the
SEC are incorporated by reference in this Registration Statement:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2003, which includes the consolidated balance sheets of First Place
Financial Corp. as of June 30, 2003 and 2002, and the related consolidated
statements of income, changes in shareholders' equity and cash flows for each of
the years in the three-year period ended June 30, 2003, together with the
related notes (File No. 0-25049), filed with the SEC on September 29, 2003.

         (b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended September 30, 2003, December 31, 2003 and March 31, 2004 (File
No. 0-25049), filed with the SEC on November 14, 2003, February 13, 2004 and May
13, 2004, respectively.

         (c) The Company has filed nine current reports on Form 8-K ("Form
8-K") since the end of the June 30, 2003 fiscal year. The Forms 8-K were filed
on October 21, 2003, November 6, 2003, November 12, 2003, January 20, 2004,
March 17, 2004, April 20, 2004, May 21, 2004, June 1, 2004 and June 14, 2004.

         (d) The description of the Company's common stock contained in the
Company's Registration Statement on Form S-4 (File No. 333-111494) filed with
the SEC on December 23, 2003 and amended on February 9, 2004.

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

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

                                       2
3

ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

         The validity of the Common Stock offered hereby has been passed upon by
Muldoon Murphy Faucette & Aguggia LLP, Washington, D.C. for the Registrant and
is attached hereto as Exhibit 5.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Directors and officers of the Company are indemnified and held harmless
against liability to the fullest extent permissible by the general corporation
law of Delaware as it currently exists or as it may be amended, provided any
such amendment provides broader indemnification provisions than currently exist.
This indemnification applies to the Board of Directors who administer the Plan.

         In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles TENTH and ELEVENTH
of the Company's Certificate of Incorporation provide as follows (Note: the
"Company" is referred to as the "Corporation" in Articles TENTH AND ELEVENTH):

         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 against the Corporation (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 and "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

                                       3
4

judicial decision from which there is no further right to appeal (hereinafter a
"final adjudication") that such indemnitee is not entitled to be indemnified for
such expenses under this Section or otherwise. The rights to indemnification and
to the advancement of expenses conferred in Sections A and B of this Article
TENTH shall be contract rights and such rights shall continue as to an
indemnitee who has ceased to be a Director, Officer, employee or agent and shall
inure to the benefit of the indemnitee's heirs, executors and administrators.

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

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

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

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

         ELEVENTH: A Director of this Corporation shall not be personally liable
         --------
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director, except for liability: (i) for any breach of the
Director's duty of loyalty to the Corporation or its stockholders; (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) under Section 174 of the Delaware General
Corporation Law; or (iv) for any transaction from which the

                                       4
5

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.

                                    * * * * *

         Insofar as indemnification for liabilities arising under the Securities
Act 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 SEC such indemnification is against
public policy as expressed in the Securities 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 Securities Act and will be governed by the
final adjudication of such issue.

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):

         5.0      Opinion of Muldoon Murphy Faucette & Aguggia LLP as to the
                  legality of the Common Stock to be issued

         10.0     First Place Financial Corp. Employee Stock Purchase Plan

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

         23.1     Consent of Crowe Chizek and Company LLC

         24.0     Power of Attorney is located on the signature pages

                                       5
6

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:

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

                                    (ii) To reflect in the prospectus any facts
                           or events arising after the effective date of the
                           Registration Statement (or the most recent
                           post-effective amendment thereof) which, individually
                           or in the aggregate, represent a fundamental change
                           in the information set forth in the Registration
                           Statement. Notwithstanding the foregoing, any
                           increase or decrease in volume of securities offered
                           (if the total dollar value of securities offered
                           would not exceed that which was registered) and any
                           deviation from the low or high end of the estimated
                           maximum offering range may be reflected in the form
                           of prospectus filed with the Commission pursuant to
                           Rule 424(b) if, in the aggregate, the changes in
                           volume and price represent no more than a 20 percent
                           change in the maximum aggregate offering price set
                           forth in the "Calculation of Registration Fee" table
                           in the effective Registration Statement.

                                    (iii) To include any material information
                           with respect to the plan of distribution not
                           previously disclosed in the Registration Statement or
                           any material change to such information in the
                           Registration Statement, unless the information
                           required by (i) and (ii) above 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 in the Registration
                           Statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act, 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 the initial BONA FIDE
                  offering thereof.

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

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

                                       6
7

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, First Place
Financial Corp. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Warren, State of Ohio, on this 9th day of July,
2004.

                               FIRST PLACE FINANCIAL CORP.

                               By: /s/ Steven R. Lewis
                                   ------------------------------------------
                                   Steven R. Lewis
                                   President and Chief Executive Officer
                                   (principal executive, financial and
                                   accounting officer)

         KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Steven R. Lewis, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any or all amendments to this 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 thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming that said
attorney-in-fact and agent, or his substitute, 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.
Name                                Title                                       Date
----                                -----                                       ----

/s/ Steven R. Lewis                 President, Chief Executive Officer          July 9, 2004
---------------------------------   and Director (principal executive,
Steven R. Lewis                     financial and accounting officer)

/s/ W. Terry Patrick                Chairman of the Board of Directors          July 11, 2004
---------------------------------
W. Terry Patrick

                                    Director
---------------------------------
A. Gary Bitonte, M.D.

/s/ Donald Cagigas                  Director                                    July 12, 2004
---------------------------------
Donald Cagigas

/s/ George J. Gentithes             Director                                    July 10, 2004
---------------------------------
George J. Gentithes

                                       7
8

                                    Director
---------------------------------
Marie Izzo Cartwright

                                    Director
---------------------------------
Robert P. Grace

/s/ Thomas M. Humphries             Director                                    July 10, 2004
---------------------------------
Thomas M. Humphries

                                    Director
---------------------------------
Earl T. Kissel

/s/ Jeffery Rossi                   Director                                    July 12, 2004
---------------------------------
Jeffery Rossi

/s/ Samuel Roth                     Director                                    July 11, 2004
---------------------------------
Samuel Roth

/s/ William A. Russell              Director                                    July 12, 2004
---------------------------------
William A. Russell

                                    Director
---------------------------------
Ronald P. Volpe, Ph.D.

                                    Director
---------------------------------
Robert L. Wagmiller
8
9
EXHIBIT INDEX
                                        -------------

                                                                                                                   Sequentially
                                                                                                                     Numbered
                                                                                                                       Page
      Exhibit No.            Description                          Method of Filing                                   Location
-------------------------    ---------------------------------    --------------------------------------------    ---------------
5.0                Opinion of Muldoon Murphy            Filed herewith.                                       --
                             Faucette & Aguggia LLP

          10.0               First Place Financial Corp.          Filed herewith                                        --
                             Employee Stock Purchase Plan

          23.0               Consent of Muldoon Murphy            Contained in Exhibit 5.0.                             --
                             Faucette & Aguggia LLP

          23.1               Consent of Crowe Chizek and          Filed herewith.                                       --
                             Company LLC

          24.0               Power of Attorney                    Located on the signature page.                        -