<PAGE> 1

     As filed with the Securities and Exchange Commission on March 1, 2001
                                                Registration No. 333-______

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                        UNION FINANCIAL BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

DELAWARE                                               57-1001177
(State or other jurisdiction of             (IRS Employer Identification No.)
incorporation or organization)

                              203 WEST MAIN STREET
                           UNION, SOUTH CAROLINA 29379
                          (Address, including zip code,
                  of registrant's principal executive offices)

             UNION FINANCIAL BANCSHARES, INC. 2001 STOCK OPTION PLAN
                            (Full Title of the Plan)
                   -----------------------------------------


DWIGHT V. NEESE                           COPIES TO:
PRESIDENT, CHIEF EXECUTIVE                PAUL M. AGUGGIA, ESQUIRE
OFFICER AND DIRECTOR                      AARON M. KASLOW, ESQUIRE
UNION FINANCIAL BANCSHARES, INC.          MULDOON MURPHY & FAUCETTE LLP
203 WEST MAIN STREET                      5101 WISCONSIN AVENUE, N.W.
UNION, SOUTH CAROLINA  29379              WASHINGTON, DC  20016
(864) 427-9000                            (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

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

        If any of the securities being registered on this Form are to be
       offered on a delayed or continuous basis pursuant to Rule 415 under
           the Securities Act of 1933, check the following box. / X /
                                                                ----
<TABLE>
<CAPTION>
==================================================================================================
  Title of each Class of      Amount to be   Proposed Purchase  Estimated Aggregate  Registration
Securities to be Registered   Registered(1)   Price Per Share     Offering Price         Fee
--------------------------------------------------------------------------------------------------
    <S>                        <C>               <C>                <C>                 <C>
     Common Stock               125,000
    $.01 par Value             Shares (2)        $9.02(3)           $1,127,383          $282
==================================================================================================
</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 Union Financial Bancshares,  Inc. 2001 Stock Option Plan (the "Plan") as
    the result of a stock split,  stock  dividend or similar  adjustment  of the
    outstanding common stock of Union Financial Bancshares, Inc., pursuant to 17
    C.F.R. Section 230.416(a).
(2) Represents  the total number of shares  currently  reserved or available for
    issuance as options pursuant to the Plan.
(3) Weighted  average price determined by the exercise  price of $9.06 per share
    at which  options for 39,715 shares under the Plan have been granted to date
    and by $9.00 per share, the market value of the Common Stock on February 22,
    2001 as  determined  by the Nasdaq  System  reported  closing sales price as
    reported in THE WALL STREET JOURNAL, for the 85,285 shares for which options
    have not yet been granted under the Plan.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.

Number of Pages: 13
Exhibit Index begins on Page 10


<PAGE> 2



UNION FINANCIAL BANCSHARES, INC.

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

ITEMS 1 & 2. The documents  containing the  information  for the Union Financial
Bancshares, Inc. (the "Company" or the "Registrant") 2001 Stock Option Plan (the
"Plan") required by Part I of the  Registration  Statement will be sent or given
to the participants in the Plan as specified by Rule 428(b)(1).  The document is
not filed with the  Securities and Exchange  Commission  (the "SEC") either as a
part of this Registration  Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

      (a) The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2000,  which  includes the  consolidated  balance  sheets of Union
Financial  Bancshares,  Inc. and subsidiaries as of September 30, 2000 and 1999,
and the related consolidated statements of income, shareholders' equity and cash
flows for each of the years in the three-year  period ended  September 30, 2000,
together with the related notes (File No. 1-5735) filed with the SEC.

      (b)  The  description  of the  Company's  common  stock  contained  in the
Company's Form 8-A (File No. 1-5735),  as filed with the SEC pursuant to Section
12(g) of the  Securities  Exchange  Act of 1934  (the  "Exchange  Act") and Rule
12b-15 promulgated thereunder.

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

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


                                        2

<PAGE> 3



ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

      The  validity of the common stock  offered  hereby has been passed upon by
Muldoon Murphy & Faucette LLP, Washington, D.C., special counsel to the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware General Corporation Law ("DGCL"),  inter alia,
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than an action by or in the right of the  corporation),  by reason of the
fact that such  person is or was a director,  officer,  employee or agent 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  other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in  settlement  actually and  reasonably  incurred by the person in
connection  with such  action,  suit or  proceeding  if the person acted in good
faith and in a manner the person reasonably  believed to be in or not opposed to
the best interest of the  corporation,  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to believe the  person's  conduct was
unlawful.  Similar  indemnity is  authorized  for such person  against  expenses
(including  attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he  reasonably  believed
to be in or not opposed to the best interests of the  corporation,  and provided
further that (unless a court of competent  jurisdiction otherwise provides) such
person  shall  not  have  been  adjudged  liable  to the  corporation.  Any such
indemnification  may be made only as  authorized  in each  specific  case upon a
determination by the  shareholders or disinterested  directors or by independent
legal counsel in a written  opinion that  indemnification  is proper because the
indemnitee has met the applicable standard of conduct.

      Any such  indemnification  and  advancement  of  expenses  provided  under
Section  145 shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent and shall  inure to the  benefit  of such  person's
heirs, executors and administrators.

      Section 145 further  authorizes  a  corporation  to purchase  and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent 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 enterprise,
as a director,  officer, employee or agent of another corporation or enterprise,
against any  liability  asserted  against  him,  and incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the corporation
would otherwise have the power to indemnify him under Section 145.

      In addition,  pursuant to the  Agreement  and Plan of Merger,  dated as of
July 1, 1999, by and between Union Financial Bancshares, Inc. and South Carolina
Community Bancshares, Inc. ("Community"),  the Registrant has agreed that, for a
period of six years  following the effective time of the merger,  the Registrant
will indemnify and hold harmless each present and former director and officer of
Community or its direct or indirect  subsidiaries,  and each officer or employee
of Community or its direct or indirect subsidiaries who is


                                        3

<PAGE> 4



serving or has served as a director or trustee of another  entity  expressly  at
Community's request or direction,  with respect to matters existing or occurring
at or prior to the  effective  time of the merger,  whether  asserted or claimed
prior to, at or after the effective  time. The Registrant also has agreed in the
merger  agreement  to  maintain,  for a period  of  three  years  following  the
effective time of the merger, the directors' and officers'  liability  insurance
coverage  maintained by Community (or  substantially  equivalent  coverage under
substitute  policies)  with respect to any claims  arising out of any actions or
omissions occurring at or prior to the effective time of the merger.

      In  accordance  with the DGCL (being  Chapter 1 of Title 8 of the Delaware
Code),  Articles  17 and 18 of the  Registrant's  Certificate  of  Incorporation
provide for the indemnification of directors,  officers,  and other employees as
described below:

Article XVII. Indemnification
-----------------------------

      Article XVII of the Union Financial Certificate of Incorporation  provides
for the  indemnification  of any person who is or was a  director,  officer,  or
employee of the Company and any person who served at the Company's  request as a
director,  officer,  employee, agent, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise.

      In the case of a threatened,  pending or completed action or suit by or in
the right of the Company  against such a person (i.e., a derivative  suit),  the
Company will indemnify him for expenses (including attorneys' fees but excluding
amounts paid in settlement) actually or reasonably incurred by him in connection
with the  defense or  settlement,  provided  he is  successful  on the merits or
otherwise;  or if he acted in good faith in the transaction  that is the subject
of the suit or action and in a manner he  reasonably  believed to be in the best
interest of the Company. This includes, but is not limited to, the taking of any
and all actions in connection with the Company's response to any tender offer or
any offer or proposal of another party to engage in a business  combination  not
approved  by the board of  directors.  However,  he will not be  indemnified  in
respect of any claim, issue or matter as to which he has been adjudged liable to
the Company unless (and only to the extent that) the court in which the suit was
brought determines, upon application,  that despite the adjudication but in view
of all the circumstances,  he is fairly and reasonably entitled to indemnity for
such expenses as the court deems proper.

      In the  case  of a  threatened,  pending  or  completed  suit,  action  or
proceeding  (whether civil,  criminal,  administrative or investigative),  other
than a suit by or in the right of the  Company  (i.e.,  a  nonderivative  suit),
against  an  indemnified  person by reason of his  holding a  position  with the
Company,  he will be  indemnified  only if he is  successful  on the  merits  or
otherwise,  or if he acted in good faith in the transaction  that is the subject
of the  nonderivative  suit and in a manner he reasonably  believed to be in, or
not opposed to, the best  interests of the Company,  including,  but not limited
to, the taking of any and all actions in connection with the Company's  response
to any tender  offer or any offer or  proposal  of another  party to engage in a
business  combination not approved by the board of directors,  and, with respect
to any criminal action or proceeding,  he had no reasonable cause to believe his
conduct was  unlawful.  The  termination  of a  nonderivative  suit by judgment,
order,  settlement,  conviction,  or  upon  a plea  of  NOLO  CONTENDERE  or its
equivalent will not, in itself,  create a presumption  that the person failed to
satisfy the foregoing standard.

      A determination  that the indemnified party has met the standards required
for  indemnification  in  derivative  and  nonderivative  suits may be made by a
court, or, except in relation to the standard for a finding of good faith action
in a  shareholder  derivative  suit, by (1) the board of directors by a majority
vote of a quorum  consisting  of  Company  directors  not  parties  to the legal
proceeding; or (2) independent legal counsel


                                        4

<PAGE> 5



(appointed by a majority of the disinterested directors of the Company,  whether
or not a quorum) in a written opinion; or (3) the stockholders of the Company.

      Anyone making a determination  as to whether a party has met the standards
required for indemnification may determine that a person has met the standard as
to some matters but not as to others,  and may reasonably  prorate amounts to be
indemnified.

      The Company may pay in advance any expenses  (including  attorneys'  fees)
that may  become  subject  to  indemnification  if (1) the  board  of  directors
authorizes  the  specific  payment  and (2) the  person  receiving  the  payment
undertakes in writing to repay the same if it is ultimately  determined  that he
is not entitled to indemnification.

      The  indemnification  and  advancement  of  expenses  provided  for in the
preceding  paragraphs is not exclusive of any other rights to which a person may
be entitled by law or otherwise.

      The  indemnification  provided  by  Article  XVII of the  Union  Financial
Certificate of Incorporation will be deemed to be a contract between the Company
and the  persons  entitled  to  indemnification  thereunder,  and any  repeal or
modification  will not affect any rights or obligations  then existing,  and the
indemnification  and advance  payment  provided for above will  continue as to a
person who has ceased to hold a position with the Company, and will inure to his
heirs, executors and administrators.

      The Company may purchase  and  maintain  insurance on behalf of any person
who holds or who has held any position subject to  indemnification,  against any
liability incurred by him in any such position,  or arising out of his status as
such,  whether or not the Company  would have the power to indemnify him against
liability under the preceding paragraphs.

      If Article XVII or any portion of it is  invalidated  on any ground,  then
the Company will  nevertheless  indemnify each director,  officer,  employee and
agent of the Company as to costs,  charges,  and expenses (including  attorneys'
fees),  judgments,  fines and amounts  paid in  settlement  with  respect to any
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative,  including  a  shareholder  derivative  suit,  to the full extent
permitted by any  remaining  applicable  portion of Article XVII and to the full
extent permitted by applicable law.

Article XVIII.   Elimination of Directors' Liability
----------------------------------------------------

      A director of the Company will not be personally  liable to the Company or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director,  except:  (1) for any breach of the director's  duty of loyalty to the
Company or its stockholders; (2) for acts or omissions not made in good faith or
which involve  intentional  misconduct or a knowing  violation of law; (3) under
Section  174 of the  DGCL;  or (4) for any  transaction  from  which a  director
derived  an  improper  personal  benefit.  If the  DGCL is  amended  to  further
eliminate or limit the personal liability of directors,  then the liability of a
director  of the Company  will be  eliminated  or limited to the fullest  extent
permitted by the DGCL, as amended.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.



                                        5

<PAGE> 6



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-B):

      4        Stock Certificate of Union Financial Bancshares, Inc.1

      5        Opinion of Muldoon Murphy & Faucette LLP as to the legality of
               the common stock to be issued

      10       Union Financial Bancshares, Inc. 2001 Stock Option Plan2

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

      23.1     Consent of Elliott, Davis & Company, L.L.P.

      24       Power of Attorney is located on the signature pages
--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the Company's Registration Statement filed with the SEC.
2 Incorporated  herein by reference  from  Appendix B to the Proxy  Statement on
  Form DEF 14A filed with the SEC on December 22, 2000.

ITEM 9.  UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which it offers or sells securities, a
            post-effective amendment to this Registration Statement to:

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

            (ii)  Reflect  in  the   Prospectus   any  facts  or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information in the Registration Statement. Notwithstanding
                  the   foregoing,   any  increase  or  decrease  in  volume  of
                  securities  offered (if the total dollar  value of  securities
                  offered  would not exceed that which was  registered)  and any
                  deviation  from the low or high end of the  estimated  maximum
                  offering  range  may be  reflected  in the form of  prospectus
                  filed with the  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; and

            (iii) Include any additional or changed material  information on the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information   in  the   Registration   Statement   unless  the
                  information  required by (i) and (ii) is contained in periodic
                  reports filed by the Registrant pursuant to Section 13 or


                                        6

<PAGE> 7



                  15(d) of the Exchange Act that are  incorporated  by reference
                  into this Registration Statement.

      (2)   For  determining  liability  under the Securities Act, to treat each
            post-effective  amendment  as a new  Registration  Statement  of the
            securities offered,  and the offering of the securities at that time
            to be the initial bona fide offering thereof.

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

      (4)   That, for purposes of determining any liability under the Securities
            Act,  each filing of the  Registrant's  or the Plan's  annual report
            pursuant  to  Section  13(a) or 15(d)  of the  Exchange  Act that is
            incorporated  by reference in the  Registration  Statement  shall be
            deemed to be a new Registration Statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 (the "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  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  whether  such
indemnification  by it is against  public policy as expressed in the Act will be
governed by the final adjudication of such issue.




                                        7

<PAGE> 8



                                   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 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 Union, South Carolina, on February 20, 2001.

                        UNION FINANCIAL BANCSHARES, INC.



                                    By:   /s/ Dwight V. Neese
                                          --------------------------------------
                                          Dwight V. Neese
                                          President, Chief Executive Officer and
                                          Director

      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 date indicated.

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr.Neese) constitutes and appoints Dwight V. Neese as the true
and  lawful  attorney-in-fact  and agent  with full  power of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities to sign any or all amendments to the Form S-8 Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection  therewith,   with  the  U.S.  Securities  and  Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and  purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.


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


/s/ Carl L. Mason            Chairman of the Board           February 20, 2001
--------------------------
Carl L. Mason


/s/ Dwight V. Neese          President, Chief Executive      February 20, 2001
--------------------------   Officer and Director
Dwight V. Neese              (principal executive officer)


/s/ Richard H. Flake         Executive Vice President and    February 20, 2001
--------------------------   Chief Financial Officer
Richard H. Flake             (principal financial and
                             accounting officer)





                                        8

<PAGE> 9



/s/ Mason G. Alexander       Director                        February 20, 2001
--------------------------
Mason G. Alexander


/s/ James W. Edwards         Director                        February 20, 2001
--------------------------
James W. Edwards


/s/ William M. Graham        Director                        February 20, 2001
--------------------------
William M. Graham


/s/ Louis M. Jordan          Director                        February 20, 2001
--------------------------
Louis M. Jordan


/s/ John S. McMeekin         Director                        February 20, 2001
--------------------------
John S. McMeekin


/s/ Philip C. Wilkins        Director                        February 20, 2001
--------------------------
Philip C. Wilkins




                                      9

<PAGE> 10
<TABLE>
<CAPTION>



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


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

    <S>          <C>                     <C>                                                         <C>
      4          Stock Certificate of    Incorporated herein by reference from the Exhibit           --
                 Union Financial         of the same number contained in the Registrant's
                 Bancshares, Inc.        Registration Statement filed with the SEC.

     10          Union Financial         Incorporated herein by reference from Appendix B            --
                 Bancshares, Inc. 2001   to the Proxy Statement on Form DEF 14A filed
                 Stock Option Plan       with the SEC on December 22, 2000.

      5          Opinion of MMF          Filed herewith.                                             11

    23.0         Consent of MMF          Contained in Exhibit 5.                                     --

    23.1         Consent of Elliot,      Filed herewith.                                             13
                 Davis & Company,
                 LLP

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

</TABLE>




                                       10
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 29573}]
{"company-data": {"conformed-name": "UNION FINANCIAL BANCSHARES INC", "cik": "0000926164", "assigned-sic": "6035", "irs-number": "570264560", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56386", "film-number": "1558586"}, "business-address": {"street1": "203 WEST MAIN ST", "street2": "C/O PROVIDENT COMMUNITY BANK", "city": "UNION", "state": "SC", "zip": "29379", "phone": "8644279000"}, "mail-address": {"street1": "203 WEST MAIN STREET", "street2": "C/O PROVIDENT COMMUNITY BANK", "city": "UNION", "state": "SC", "zip": "29379"}}
1

     As filed with the Securities and Exchange Commission on March 1, 2001
                                                Registration No. 333-______

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                        UNION FINANCIAL BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

DELAWARE                                               57-1001177
(State or other jurisdiction of             (IRS Employer Identification No.)
incorporation or organization)

                              203 WEST MAIN STREET
                           UNION, SOUTH CAROLINA 29379
                          (Address, including zip code,
                  of registrant's principal executive offices)

             UNION FINANCIAL BANCSHARES, INC. 2001 STOCK OPTION PLAN
                            (Full Title of the Plan)
                   -----------------------------------------

DWIGHT V. NEESE                           COPIES TO:
PRESIDENT, CHIEF EXECUTIVE                PAUL M. AGUGGIA, ESQUIRE
OFFICER AND DIRECTOR                      AARON M. KASLOW, ESQUIRE
UNION FINANCIAL BANCSHARES, INC.          MULDOON MURPHY & FAUCETTE LLP
203 WEST MAIN STREET                      5101 WISCONSIN AVENUE, N.W.
UNION, SOUTH CAROLINA  29379              WASHINGTON, DC  20016
(864) 427-9000                            (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

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

        If any of the securities being registered on this Form are to be
       offered on a delayed or continuous basis pursuant to Rule 415 under
           the Securities Act of 1933, check the following box. / X /
                                                                ----
==================================================================================================
  Title of each Class of      Amount to be   Proposed Purchase  Estimated Aggregate  Registration
Securities to be Registered   Registered(1)   Price Per Share     Offering Price         Fee
--------------------------------------------------------------------------------------------------
Common Stock               125,000
    $.01 par Value             Shares (2)        $9.02(3)           $1,127,383          $282
==================================================================================================
(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 Union Financial Bancshares,  Inc. 2001 Stock Option Plan (the "Plan") as
    the result of a stock split,  stock  dividend or similar  adjustment  of the
    outstanding common stock of Union Financial Bancshares, Inc., pursuant to 17
    C.F.R. Section 230.416(a).
(2) Represents  the total number of shares  currently  reserved or available for
    issuance as options pursuant to the Plan.
(3) Weighted  average price determined by the exercise  price of $9.06 per share
    at which  options for 39,715 shares under the Plan have been granted to date
    and by $9.00 per share, the market value of the Common Stock on February 22,
    2001 as  determined  by the Nasdaq  System  reported  closing sales price as
    reported in THE WALL STREET JOURNAL, for the 85,285 shares for which options
    have not yet been granted under the Plan.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.

Number of Pages: 13
Exhibit Index begins on Page 10
2

UNION FINANCIAL BANCSHARES, INC.

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

ITEMS 1 & 2. The documents  containing the  information  for the Union Financial
Bancshares, Inc. (the "Company" or the "Registrant") 2001 Stock Option Plan (the
"Plan") required by Part I of the  Registration  Statement will be sent or given
to the participants in the Plan as specified by Rule 428(b)(1).  The document is
not filed with the  Securities and Exchange  Commission  (the "SEC") either as a
part of this Registration  Statement or as a prospectus or prospectus supplement
pursuant to Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

      (a) The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2000,  which  includes the  consolidated  balance  sheets of Union
Financial  Bancshares,  Inc. and subsidiaries as of September 30, 2000 and 1999,
and the related consolidated statements of income, shareholders' equity and cash
flows for each of the years in the three-year  period ended  September 30, 2000,
together with the related notes (File No. 1-5735) filed with the SEC.

      (b)  The  description  of the  Company's  common  stock  contained  in the
Company's Form 8-A (File No. 1-5735),  as filed with the SEC pursuant to Section
12(g) of the  Securities  Exchange  Act of 1934  (the  "Exchange  Act") and Rule
12b-15 promulgated thereunder.

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

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

                                        2
3

ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

      The  validity of the common stock  offered  hereby has been passed upon by
Muldoon Murphy & Faucette LLP, Washington, D.C., special counsel to the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware General Corporation Law ("DGCL"),  inter alia,
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other than an action by or in the right of the  corporation),  by reason of the
fact that such  person is or was a director,  officer,  employee or agent 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  other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in  settlement  actually and  reasonably  incurred by the person in
connection  with such  action,  suit or  proceeding  if the person acted in good
faith and in a manner the person reasonably  believed to be in or not opposed to
the best interest of the  corporation,  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to believe the  person's  conduct was
unlawful.  Similar  indemnity is  authorized  for such person  against  expenses
(including  attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he  reasonably  believed
to be in or not opposed to the best interests of the  corporation,  and provided
further that (unless a court of competent  jurisdiction otherwise provides) such
person  shall  not  have  been  adjudged  liable  to the  corporation.  Any such
indemnification  may be made only as  authorized  in each  specific  case upon a
determination by the  shareholders or disinterested  directors or by independent
legal counsel in a written  opinion that  indemnification  is proper because the
indemnitee has met the applicable standard of conduct.

      Any such  indemnification  and  advancement  of  expenses  provided  under
Section  145 shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent and shall  inure to the  benefit  of such  person's
heirs, executors and administrators.

      Section 145 further  authorizes  a  corporation  to purchase  and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent 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 enterprise,
as a director,  officer, employee or agent of another corporation or enterprise,
against any  liability  asserted  against  him,  and incurred by him in any such
capacity,  or arising out of his status as such,  whether or not the corporation
would otherwise have the power to indemnify him under Section 145.

      In addition,  pursuant to the  Agreement  and Plan of Merger,  dated as of
July 1, 1999, by and between Union Financial Bancshares, Inc. and South Carolina
Community Bancshares, Inc. ("Community"),  the Registrant has agreed that, for a
period of six years  following the effective time of the merger,  the Registrant
will indemnify and hold harmless each present and former director and officer of
Community or its direct or indirect  subsidiaries,  and each officer or employee
of Community or its direct or indirect subsidiaries who is

                                        3
4

serving or has served as a director or trustee of another  entity  expressly  at
Community's request or direction,  with respect to matters existing or occurring
at or prior to the  effective  time of the merger,  whether  asserted or claimed
prior to, at or after the effective  time. The Registrant also has agreed in the
merger  agreement  to  maintain,  for a period  of  three  years  following  the
effective time of the merger, the directors' and officers'  liability  insurance
coverage  maintained by Community (or  substantially  equivalent  coverage under
substitute  policies)  with respect to any claims  arising out of any actions or
omissions occurring at or prior to the effective time of the merger.

      In  accordance  with the DGCL (being  Chapter 1 of Title 8 of the Delaware
Code),  Articles  17 and 18 of the  Registrant's  Certificate  of  Incorporation
provide for the indemnification of directors,  officers,  and other employees as
described below:

Article XVII. Indemnification
-----------------------------

      Article XVII of the Union Financial Certificate of Incorporation  provides
for the  indemnification  of any person who is or was a  director,  officer,  or
employee of the Company and any person who served at the Company's  request as a
director,  officer,  employee, agent, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise.

      In the case of a threatened,  pending or completed action or suit by or in
the right of the Company  against such a person (i.e., a derivative  suit),  the
Company will indemnify him for expenses (including attorneys' fees but excluding
amounts paid in settlement) actually or reasonably incurred by him in connection
with the  defense or  settlement,  provided  he is  successful  on the merits or
otherwise;  or if he acted in good faith in the transaction  that is the subject
of the suit or action and in a manner he  reasonably  believed to be in the best
interest of the Company. This includes, but is not limited to, the taking of any
and all actions in connection with the Company's response to any tender offer or
any offer or proposal of another party to engage in a business  combination  not
approved  by the board of  directors.  However,  he will not be  indemnified  in
respect of any claim, issue or matter as to which he has been adjudged liable to
the Company unless (and only to the extent that) the court in which the suit was
brought determines, upon application,  that despite the adjudication but in view
of all the circumstances,  he is fairly and reasonably entitled to indemnity for
such expenses as the court deems proper.

      In the  case  of a  threatened,  pending  or  completed  suit,  action  or
proceeding  (whether civil,  criminal,  administrative or investigative),  other
than a suit by or in the right of the  Company  (i.e.,  a  nonderivative  suit),
against  an  indemnified  person by reason of his  holding a  position  with the
Company,  he will be  indemnified  only if he is  successful  on the  merits  or
otherwise,  or if he acted in good faith in the transaction  that is the subject
of the  nonderivative  suit and in a manner he reasonably  believed to be in, or
not opposed to, the best  interests of the Company,  including,  but not limited
to, the taking of any and all actions in connection with the Company's  response
to any tender  offer or any offer or  proposal  of another  party to engage in a
business  combination not approved by the board of directors,  and, with respect
to any criminal action or proceeding,  he had no reasonable cause to believe his
conduct was  unlawful.  The  termination  of a  nonderivative  suit by judgment,
order,  settlement,  conviction,  or  upon  a plea  of  NOLO  CONTENDERE  or its
equivalent will not, in itself,  create a presumption  that the person failed to
satisfy the foregoing standard.

      A determination  that the indemnified party has met the standards required
for  indemnification  in  derivative  and  nonderivative  suits may be made by a
court, or, except in relation to the standard for a finding of good faith action
in a  shareholder  derivative  suit, by (1) the board of directors by a majority
vote of a quorum  consisting  of  Company  directors  not  parties  to the legal
proceeding; or (2) independent legal counsel

                                        4
5

(appointed by a majority of the disinterested directors of the Company,  whether
or not a quorum) in a written opinion; or (3) the stockholders of the Company.

      Anyone making a determination  as to whether a party has met the standards
required for indemnification may determine that a person has met the standard as
to some matters but not as to others,  and may reasonably  prorate amounts to be
indemnified.

      The Company may pay in advance any expenses  (including  attorneys'  fees)
that may  become  subject  to  indemnification  if (1) the  board  of  directors
authorizes  the  specific  payment  and (2) the  person  receiving  the  payment
undertakes in writing to repay the same if it is ultimately  determined  that he
is not entitled to indemnification.

      The  indemnification  and  advancement  of  expenses  provided  for in the
preceding  paragraphs is not exclusive of any other rights to which a person may
be entitled by law or otherwise.

      The  indemnification  provided  by  Article  XVII of the  Union  Financial
Certificate of Incorporation will be deemed to be a contract between the Company
and the  persons  entitled  to  indemnification  thereunder,  and any  repeal or
modification  will not affect any rights or obligations  then existing,  and the
indemnification  and advance  payment  provided for above will  continue as to a
person who has ceased to hold a position with the Company, and will inure to his
heirs, executors and administrators.

      The Company may purchase  and  maintain  insurance on behalf of any person
who holds or who has held any position subject to  indemnification,  against any
liability incurred by him in any such position,  or arising out of his status as
such,  whether or not the Company  would have the power to indemnify him against
liability under the preceding paragraphs.

      If Article XVII or any portion of it is  invalidated  on any ground,  then
the Company will  nevertheless  indemnify each director,  officer,  employee and
agent of the Company as to costs,  charges,  and expenses (including  attorneys'
fees),  judgments,  fines and amounts  paid in  settlement  with  respect to any
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative,  including  a  shareholder  derivative  suit,  to the full extent
permitted by any  remaining  applicable  portion of Article XVII and to the full
extent permitted by applicable law.

Article XVIII.   Elimination of Directors' Liability
----------------------------------------------------

      A director of the Company will not be personally  liable to the Company or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director,  except:  (1) for any breach of the director's  duty of loyalty to the
Company or its stockholders; (2) for acts or omissions not made in good faith or
which involve  intentional  misconduct or a knowing  violation of law; (3) under
Section  174 of the  DGCL;  or (4) for any  transaction  from  which a  director
derived  an  improper  personal  benefit.  If the  DGCL is  amended  to  further
eliminate or limit the personal liability of directors,  then the liability of a
director  of the Company  will be  eliminated  or limited to the fullest  extent
permitted by the DGCL, as amended.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                        5
6

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-B):

      4        Stock Certificate of Union Financial Bancshares, Inc.1

      5        Opinion of Muldoon Murphy & Faucette LLP as to the legality of
               the common stock to be issued

      10       Union Financial Bancshares, Inc. 2001 Stock Option Plan2

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

      23.1     Consent of Elliott, Davis & Company, L.L.P.

      24       Power of Attorney is located on the signature pages
--------------------------
1 Incorporated herein by reference from the Exhibit of the same number contained
  in the Company's Registration Statement filed with the SEC.
2 Incorporated  herein by reference  from  Appendix B to the Proxy  Statement on
  Form DEF 14A filed with the SEC on December 22, 2000.

ITEM 9.  UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which it offers or sells securities, a
            post-effective amendment to this Registration Statement to:

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

            (ii)  Reflect  in  the   Prospectus   any  facts  or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information in the Registration Statement. Notwithstanding
                  the   foregoing,   any  increase  or  decrease  in  volume  of
                  securities  offered (if the total dollar  value of  securities
                  offered  would not exceed that which was  registered)  and any
                  deviation  from the low or high end of the  estimated  maximum
                  offering  range  may be  reflected  in the form of  prospectus
                  filed with the  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; and

            (iii) Include any additional or changed material  information on the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information   in  the   Registration   Statement   unless  the
                  information  required by (i) and (ii) is contained in periodic
                  reports filed by the Registrant pursuant to Section 13 or

                                        6
7

                  15(d) of the Exchange Act that are  incorporated  by reference
                  into this Registration Statement.

      (2)   For  determining  liability  under the Securities Act, to treat each
            post-effective  amendment  as a new  Registration  Statement  of the
            securities offered,  and the offering of the securities at that time
            to be the initial bona fide offering thereof.

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

      (4)   That, for purposes of determining any liability under the Securities
            Act,  each filing of the  Registrant's  or the Plan's  annual report
            pursuant  to  Section  13(a) or 15(d)  of the  Exchange  Act that is
            incorporated  by reference in the  Registration  Statement  shall be
            deemed to be a new Registration Statement relating to the securities
            offered  therein,  and the offering of such  securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 (the "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  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  whether  such
indemnification  by it is against  public policy as expressed in the Act will be
governed by the final adjudication of such issue.

                                        7
8

                                   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 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 Union, South Carolina, on February 20, 2001.

                        UNION FINANCIAL BANCSHARES, INC.

                                    By:   /s/ Dwight V. Neese
                                          --------------------------------------
                                          Dwight V. Neese
                                          President, Chief Executive Officer and
                                          Director

      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 date indicated.

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr.Neese) constitutes and appoints Dwight V. Neese as the true
and  lawful  attorney-in-fact  and agent  with full  power of  substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities to sign any or all amendments to the Form S-8 Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection  therewith,   with  the  U.S.  Securities  and  Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and  purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

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

/s/ Carl L. Mason            Chairman of the Board           February 20, 2001
--------------------------
Carl L. Mason

/s/ Dwight V. Neese          President, Chief Executive      February 20, 2001
--------------------------   Officer and Director
Dwight V. Neese              (principal executive officer)

/s/ Richard H. Flake         Executive Vice President and    February 20, 2001
--------------------------   Chief Financial Officer
Richard H. Flake             (principal financial and
                             accounting officer)

                                        8
9

/s/ Mason G. Alexander       Director                        February 20, 2001
--------------------------
Mason G. Alexander

/s/ James W. Edwards         Director                        February 20, 2001
--------------------------
James W. Edwards

/s/ William M. Graham        Director                        February 20, 2001
--------------------------
William M. Graham

/s/ Louis M. Jordan          Director                        February 20, 2001
--------------------------
Louis M. Jordan

/s/ John S. McMeekin         Director                        February 20, 2001
--------------------------
John S. McMeekin

/s/ Philip C. Wilkins        Director                        February 20, 2001
--------------------------
Philip C. Wilkins

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

                                                                                               Sequentially
                                                                                                 Numbered
                                                                                                   Page
 Exhibit No.     Description             Method of Filing                                        Location
------------     ----------------------  --------------------------------------------------     ----------
4          Stock Certificate of    Incorporated herein by reference from the Exhibit           --
                 Union Financial         of the same number contained in the Registrant's
                 Bancshares, Inc.        Registration Statement filed with the SEC.

     10          Union Financial         Incorporated herein by reference from Appendix B            --
                 Bancshares, Inc. 2001   to the Proxy Statement on Form DEF 14A filed
                 Stock Option Plan       with the SEC on December 22, 2000.

      5          Opinion of MMF          Filed herewith.                                             11

    23.0         Consent of MMF          Contained in Exhibit 5.                                     --

    23.1         Consent of Elliot,      Filed herewith.                                             13
                 Davis & Company,
                 LLP

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