<PAGE> 1

As filed with the Securities and Exchange Commission on August 7, 2000
                                                    Registration No. 333-_______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                           DUTCHFORK BANCSHARES, INC.
   (exact name of registrant as specified in its certificate of incorporation)

          DELAWARE                      6035                    57-1094236
(state or other jurisdiction of   (Primary Standard           (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                                1735 WILSON ROAD
                         NEWBERRY, SOUTH CAROLINA 29108
                                 (803) 321-3200
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                NEWBERRY FEDERAL SAVINGS BANK EMPLOYEES' SAVINGS
                             AND PROFIT SHARING PLAN
                            (Full Title of the Plan)
                      ------------------------------------

J. THOMAS JOHNSON                         COPIES TO:
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE   PAUL M. AGUGGIA, ESQUIRE
OFFICER                                   ERIC S. KRACOV, ESQUIRE
DUTCHFORK BANCSHARES, INC.                MULDOON, MURPHY & FAUCETTE LLP
1735 WILSON ROAD                          5101 WISCONSIN AVENUE, N.W.
NEWBERRY, SOUTH CAROLINA 29108            WASHINGTON, D.C.  20016
(803) 321-3200                            (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                      1933, check the following box. / X /
                                                     ----
<TABLE>
<CAPTION>
=====================================================================================================
   Title of each Class of      Amount to be     Proposed Purchase  Estimated Aggregate  Registration
Securities to be Registered   Registered (1)    Price Per Share     Offering Price(2)       Fee
-----------------------------------------------------------------------------------------------------
   <S>                        <C>                 <C>                 <C>                  <C>
    Common Stock
   $.01 par Value             96,087 Shares       $10.3125(3)         $990,897             $262
-----------------------------------------------------------------------------------------------------
    Participation
      Interests                   (4)                                                        (5)
=====================================================================================================
</TABLE>
(1) Together with an indeterminate  number of  additional  shares  which may be
    necessary to adjust the number of shares reserved for issuance pursuant to
    the Newberry Federal Savings Bank Employees' Savings and Profit Sharing Plan
    (the "Plan") as the result of a stock split, stock dividend or similar
    adjustment of the outstanding Common Stock of Dutchfork Bancshares, Inc.
    pursuant to 17 C.F.R. Section 230.416(a).
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The last sale price of the common stock of Dutchfork Bancshares, Inc.
    (the "Common Stock") as reported on the OTC Bulletin Board July 31, 2000
    in accordance with 17 C.F.R. Section 230.457(c).
(4) In addition, pursuant to 17 C.F.R. Section 230.416(c), this registration
    statement also covers an indeterminate amount of interests to be offered or
    sold pursuant to the employee benefit plan described herein based upon the
    maximum amount that could be issued under the plan pursuant to 17 C.F.R.
    Section 230.457(h).
(5) In accordance with 17 C.F.R. Section 230.457(h), the registration fee has
    been calculated on the basis of the number of shares of Common Stock that
    may be purchased with the current assets of such Plan. Accordingly, no
    separate fee is required for the participation interests.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.
Number of Pages 12
Exhibit Index begins on Page 5


<PAGE> 2


DUTCHFORK BANCSHARES, INC.

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

ITEMS 1 & 2. The  documents  containing  the  information  for Newberry  Federal
Savings Bank  Employees'  Savings and Profit  Sharing Plan (the "Savings  Plan")
required by Part I of the  Registration  Statement  will be sent or given to the
participants in the Savings Plan as specified by Rule 428(b)(1).  Such documents
are not filed with the Securities and Exchange  Commission (the "SEC") either as
a  part  of  this  Registration  Statement  or  as a  prospectus  or  prospectus
supplement pursuant to Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

      (a) The Prospectus filed with the SEC by Dutchfork  Bancshares,  Inc. (the
"Registrant")  (File No. 333-31986)  pursuant to Rule 424(b)(3) on May 26, 2000,
which includes:  the  consolidated  balance sheets for Newberry  Federal Savings
Bank  and  Subsidiary  as of  September  30,  1999  and  1998,  and the  related
consolidated statements of income, comprehensive operations,  retained earnings,
and cash flows for the years then ended.

      (b)  The  description  of  the  Registrant's  Common  Stock  contained  in
Registrant's  Form 8-A (File No.  000-30483),  as filed with the SEC pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"), and
rule 12b-15  promulgated  thereunder,  on April 27, 2000, and declared effective
May 12, 2000 as incorporated by reference from the Company's Form SB-2 (File No.
333-31986) declared effective on May 12, 2000.

      (c) The  Savings  Plan's  annual  report on Form 11-K for the fiscal  year
ended September 30, 1999, filed with the SEC on August 7, 2000.

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

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


                                        2

<PAGE> 3


ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

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

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

TENTH:
-----

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

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

                                        3

<PAGE> 4



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

C.    If a claim under Section A or B of this Article TENTH is not paid in  full
      by the Corporation  within 60 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 20 days,  the
      indemnitee may at any time  thereafter  bring suit against the Corporation
      to recover the unpaid  amount of the claim.  If  successful in whole or in
      part in any such suit, or in a suit brought by the  Corporation to recover
      an advancement of expenses  pursuant to the terms of an  undertaking,  the
      indemnitee  shall be entitled to be paid also the expenses of  prosecuting
      or  defending  such suit.  In (i) any suit  brought by the  indemnitee  to
      enforce a right to indemnification hereunder (but not in a suit brought by
      the  indemnitee to enforce a right to an advancement of expenses) it shall
      be a defense that,  and (ii) in any suit by the  Corporation to recover an
      advancement  of  expenses  pursuant  to the  terms of an  undertaking  the
      Corporation  shall be  entitled  to  recover  such  expenses  upon a final
      adjudication that, the indemnitee has not met any applicable  standard for
      indemnification set forth in the Delaware General Corporation Law. Neither
      the  failure  of  the  Corporation  (including  its  Board  of  Directors,
      independent   legal  counsel,   or  its   stockholders)  to  have  made  a
      determination prior to the commencement of such suit that  indemnification
      of the  indemnitee is proper in the  circumstances  because the indemnitee
      has met the  applicable  standard  of  conduct  set forth in the  Delaware
      General  Corporation  Law, nor an actual  determination by the Corporation
      (including  its Board of  Directors,  independent  legal  counsel,  or its
      stockholders) that the indemnitee has not met such applicable  standard of
      conduct,  shall create a presumption  that the  indemnitee has not met the
      applicable  standard of conduct or, in the case of such a suit  brought by
      the  indemnitee,  be a defense  to such suit.  In any suit  brought by the
      indemnitee to enforce a right to  indemnification  or to an advancement of
      expenses  hereunder,  or by the  Corporation  to recover an advancement of
      expenses  pursuant to the terms of an  undertaking,  the burden of proving
      that  the  indemnitee  is  not  entitled  to be  indemnified,  or to  such
      advancement of expenses, under this Article TENTH or otherwise shall be on
      the Corporation.

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

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

F.    The  Corporation  may,  to the  extent  authorized  from time to time by a
      majority  vote of the  Directors  who are not parties to such  proceeding,
      even though less than a quorum, grant rights to indemnification and to the
      advancement of expenses to any employee or agent of the Corporation to the
      fullest extent of the provisions of this Article TENTH with respect to the
      indemnification  and  advancement of expenses of Directors and Officers of
      the Corporation.


                                        4

<PAGE> 5



ELEVENTH:  A Director of this Corporation  shall not be personally liable to the
--------
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability:  (i) for any breach of the Director's
duty of  loyalty  to the  Corporation  or its  stockholders;  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law;  (iii) under Section 174 of the Delaware  General  Corporation
Law; or (iv) for any  transaction  from which the  Director  derived an improper
personal  benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.   LIST OF EXHIBITS.

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

      4        Stock Certificate of Dutchfork Bancshares, Inc. 1
      8        Tax Opinion not required.  The Registrant has submitted or hereby
               undertakes to submit the Savings Plan and any  amendment  thereto
               to the Internal  Revenue  Service  ("IRS") in a timely manner and
               has made or will make all changes required by the IRS in order to
               qualify the plan.
      10       Savings Plan and Adoption Agreement 1
      23       Consent of Clifton D. Bodiford, CPA.
      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 Registration  Statement on Form SB-2 (SEC No.  333-31986),  as amended,
  and declared effective on May 12, 2000.


                                        5

<PAGE> 6



Item 9.   Undertakings

      The undersigned Registrant hereby undertakes:

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

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

            (ii)  Reflect  in  the   Prospectus   any  facts  or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information in the Registration Statement. Notwithstanding
                  the   foregoing,   any  increase  or  decrease  in  volume  of
                  securities  offered (if the total dollar  value of  securities
                  offered  would not exceed that which was  registered)  and any
                  deviation  from the low or high end of the  estimated  maximum
                  offering  range  may be  reflected  in the form of  prospectus
                  filed  with  the  SEC  pursuant  to  Rule  424(b)  if,  in the
                  aggregate,  the changes in volume and price  represent no more
                  than a 20 percent  change in the  maximum  aggregate  offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

            (iii) Include any additional or changed material  information on the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information   in  the   Registration   Statement   unless  the
                  information  required by (i) and (ii) is contained in periodic
                  reports  filed by the  Registrant  pursuant  to  Section 13 or
                  15(d) of the Exchange Act that are  incorporated  by reference
                  into this Registration Statement;

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

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

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

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be  permitted  to trustees,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the SEC such  indemnification is against
public policy as expressed in the Act and is, therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee,  officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such trustee,  officer or controlling  person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                      6

<PAGE> 7



                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities  Act of 1933,  Dutchfork
Bancshares,  Inc.  certifies that is has  reasonable  grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Newberry, South Carolina on August 7, 2000.

                                    DUTCHFORK BANCSHARES, INC.


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


      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

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

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

/s/ J. Thomas Johnson           Chairman and Chief              August 7, 2000
---------------------------     Executive Officer
J. Thomas Johnson               (principal executive officer)


/s/ Steve P. Sligh              President, Treasurer            August 7, 2000
---------------------------     and Director
Steve P. Sligh                  (principal accounting and
                                financial officer)


/s/ Robert E. Livingston, III   Corporate Secretary and         August 7, 2000
-----------------------------   Director
Robert E. Livingston, III



/s/ Keitt Purcell               Director                        August 7, 2000
-----------------------------
Keitt Purcell



                                        7

<PAGE> 8





/s/ Robert W. Owen              Vice Chairman                   August 7, 2000
-----------------------------
Robert W. Owen


/s/ James E. Wiseman, Jr.       Director                        August 7, 2000
-----------------------------
James E. Wiseman, Jr.





                                        8

<PAGE> 9



THE PLAN.

    Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other  persons who  administer  the Newberry  Federal  Savings  Bank  Employees'
Savings and Profit Sharing Plan) have duly caused this Registration Statement to
be signed on its  behalf  by the  undersigned,  thereunto  duly  authorized,  in
Newberry, South Carolina on August 7, 2000.


                                NEWBERRY FEDERAL SAVINGS BANK EMPLOYEE'S SAVINGS
                                AND PROFIT SHARING PLAN

                            By: /s/ J. Thomas Johnson
                                ------------------------------------------------
                                J. Thomas Johnson
                                Plan Administrator
                                Newberry Federal Savings Bank Employees' Savings
                                and Profit Sharing Plan




                                        9

<PAGE> 10
<TABLE>
<CAPTION>


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


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

    <S>          <C>                           <C>
     4           Stock Certificate of          Incorporated herein by reference from the Exhibits
                 Dutchfork                     of the Registrant's Registration Statement on Form
                 Bancshares, Inc.              S-1 filed with the SEC and declared effective on
                                               May 12, 2000.

    10           Savings Plan and              Incorporated herein by reference from the Exhibits
                 Adoption Agreement            of the Registrant's Registration Statement on Form
                                               S-1 filed with the SEC and declared effective on
                                               May 12, 2000.

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

    24           Power of Attorney             Located on the signature page.


</TABLE>


                                       10
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{"company-data": {"conformed-name": "DUTCHFORK BANCSHARES INC", "cik": "0001107710", "assigned-sic": "6035", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43174", "film-number": "687355"}, "business-address": {"street1": "1735 WILSON RD", "city": "NEWBERRY", "state": "SC", "zip": "29108", "phone": "8033213200"}, "mail-address": {"street1": "1735 WILSON RD", "city": "NEWBERRY", "state": "SC", "zip": "39108"}}
1

As filed with the Securities and Exchange Commission on August 7, 2000
                                                    Registration No. 333-_______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                           DUTCHFORK BANCSHARES, INC.
   (exact name of registrant as specified in its certificate of incorporation)

          DELAWARE                      6035                    57-1094236
(state or other jurisdiction of   (Primary Standard           (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                                1735 WILSON ROAD
                         NEWBERRY, SOUTH CAROLINA 29108
                                 (803) 321-3200
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                NEWBERRY FEDERAL SAVINGS BANK EMPLOYEES' SAVINGS
                             AND PROFIT SHARING PLAN
                            (Full Title of the Plan)
                      ------------------------------------

J. THOMAS JOHNSON                         COPIES TO:
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE   PAUL M. AGUGGIA, ESQUIRE
OFFICER                                   ERIC S. KRACOV, ESQUIRE
DUTCHFORK BANCSHARES, INC.                MULDOON, MURPHY & FAUCETTE LLP
1735 WILSON ROAD                          5101 WISCONSIN AVENUE, N.W.
NEWBERRY, SOUTH CAROLINA 29108            WASHINGTON, D.C.  20016
(803) 321-3200                            (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

 If any of the securities being registered on this Form are to be offered on a
  delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                      1933, check the following box. / X /
                                                     ----
=====================================================================================================
   Title of each Class of      Amount to be     Proposed Purchase  Estimated Aggregate  Registration
Securities to be Registered   Registered (1)    Price Per Share     Offering Price(2)       Fee
-----------------------------------------------------------------------------------------------------
Common Stock
   $.01 par Value             96,087 Shares       $10.3125(3)         $990,897             $262
-----------------------------------------------------------------------------------------------------
    Participation
      Interests                   (4)                                                        (5)
=====================================================================================================
(1) Together with an indeterminate  number of  additional  shares  which may be
    necessary to adjust the number of shares reserved for issuance pursuant to
    the Newberry Federal Savings Bank Employees' Savings and Profit Sharing Plan
    (the "Plan") as the result of a stock split, stock dividend or similar
    adjustment of the outstanding Common Stock of Dutchfork Bancshares, Inc.
    pursuant to 17 C.F.R. Section 230.416(a).
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The last sale price of the common stock of Dutchfork Bancshares, Inc.
    (the "Common Stock") as reported on the OTC Bulletin Board July 31, 2000
    in accordance with 17 C.F.R. Section 230.457(c).
(4) In addition, pursuant to 17 C.F.R. Section 230.416(c), this registration
    statement also covers an indeterminate amount of interests to be offered or
    sold pursuant to the employee benefit plan described herein based upon the
    maximum amount that could be issued under the plan pursuant to 17 C.F.R.
    Section 230.457(h).
(5) In accordance with 17 C.F.R. Section 230.457(h), the registration fee has
    been calculated on the basis of the number of shares of Common Stock that
    may be purchased with the current assets of such Plan. Accordingly, no
    separate fee is required for the participation interests.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.
Number of Pages 12
Exhibit Index begins on Page 5
2

DUTCHFORK BANCSHARES, INC.

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

ITEMS 1 & 2. The  documents  containing  the  information  for Newberry  Federal
Savings Bank  Employees'  Savings and Profit  Sharing Plan (the "Savings  Plan")
required by Part I of the  Registration  Statement  will be sent or given to the
participants in the Savings Plan as specified by Rule 428(b)(1).  Such documents
are not filed with the Securities and Exchange  Commission (the "SEC") either as
a  part  of  this  Registration  Statement  or  as a  prospectus  or  prospectus
supplement pursuant to Rule 424 in reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

      (a) The Prospectus filed with the SEC by Dutchfork  Bancshares,  Inc. (the
"Registrant")  (File No. 333-31986)  pursuant to Rule 424(b)(3) on May 26, 2000,
which includes:  the  consolidated  balance sheets for Newberry  Federal Savings
Bank  and  Subsidiary  as of  September  30,  1999  and  1998,  and the  related
consolidated statements of income, comprehensive operations,  retained earnings,
and cash flows for the years then ended.

      (b)  The  description  of  the  Registrant's  Common  Stock  contained  in
Registrant's  Form 8-A (File No.  000-30483),  as filed with the SEC pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"), and
rule 12b-15  promulgated  thereunder,  on April 27, 2000, and declared effective
May 12, 2000 as incorporated by reference from the Company's Form SB-2 (File No.
333-31986) declared effective on May 12, 2000.

      (c) The  Savings  Plan's  annual  report on Form 11-K for the fiscal  year
ended September 30, 1999, filed with the SEC on August 7, 2000.

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

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

                                        2
3

ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

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

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

TENTH:
-----

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

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

                                        3
4

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

C.    If a claim under Section A or B of this Article TENTH is not paid in  full
      by the Corporation  within 60 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 20 days,  the
      indemnitee may at any time  thereafter  bring suit against the Corporation
      to recover the unpaid  amount of the claim.  If  successful in whole or in
      part in any such suit, or in a suit brought by the  Corporation to recover
      an advancement of expenses  pursuant to the terms of an  undertaking,  the
      indemnitee  shall be entitled to be paid also the expenses of  prosecuting
      or  defending  such suit.  In (i) any suit  brought by the  indemnitee  to
      enforce a right to indemnification hereunder (but not in a suit brought by
      the  indemnitee to enforce a right to an advancement of expenses) it shall
      be a defense that,  and (ii) in any suit by the  Corporation to recover an
      advancement  of  expenses  pursuant  to the  terms of an  undertaking  the
      Corporation  shall be  entitled  to  recover  such  expenses  upon a final
      adjudication that, the indemnitee has not met any applicable  standard for
      indemnification set forth in the Delaware General Corporation Law. Neither
      the  failure  of  the  Corporation  (including  its  Board  of  Directors,
      independent   legal  counsel,   or  its   stockholders)  to  have  made  a
      determination prior to the commencement of such suit that  indemnification
      of the  indemnitee is proper in the  circumstances  because the indemnitee
      has met the  applicable  standard  of  conduct  set forth in the  Delaware
      General  Corporation  Law, nor an actual  determination by the Corporation
      (including  its Board of  Directors,  independent  legal  counsel,  or its
      stockholders) that the indemnitee has not met such applicable  standard of
      conduct,  shall create a presumption  that the  indemnitee has not met the
      applicable  standard of conduct or, in the case of such a suit  brought by
      the  indemnitee,  be a defense  to such suit.  In any suit  brought by the
      indemnitee to enforce a right to  indemnification  or to an advancement of
      expenses  hereunder,  or by the  Corporation  to recover an advancement of
      expenses  pursuant to the terms of an  undertaking,  the burden of proving
      that  the  indemnitee  is  not  entitled  to be  indemnified,  or to  such
      advancement of expenses, under this Article TENTH or otherwise shall be on
      the Corporation.

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

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

F.    The  Corporation  may,  to the  extent  authorized  from time to time by a
      majority  vote of the  Directors  who are not parties to such  proceeding,
      even though less than a quorum, grant rights to indemnification and to the
      advancement of expenses to any employee or agent of the Corporation to the
      fullest extent of the provisions of this Article TENTH with respect to the
      indemnification  and  advancement of expenses of Directors and Officers of
      the Corporation.

                                        4
5

ELEVENTH:  A Director of this Corporation  shall not be personally liable to the
--------
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability:  (i) for any breach of the Director's
duty of  loyalty  to the  Corporation  or its  stockholders;  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law;  (iii) under Section 174 of the Delaware  General  Corporation
Law; or (iv) for any  transaction  from which the  Director  derived an improper
personal  benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.   LIST OF EXHIBITS.

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

      4        Stock Certificate of Dutchfork Bancshares, Inc. 1
      8        Tax Opinion not required.  The Registrant has submitted or hereby
               undertakes to submit the Savings Plan and any  amendment  thereto
               to the Internal  Revenue  Service  ("IRS") in a timely manner and
               has made or will make all changes required by the IRS in order to
               qualify the plan.
      10       Savings Plan and Adoption Agreement 1
      23       Consent of Clifton D. Bodiford, CPA.
      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 Registration  Statement on Form SB-2 (SEC No.  333-31986),  as amended,
  and declared effective on May 12, 2000.

                                        5
6

Item 9.   Undertakings

      The undersigned Registrant hereby undertakes:

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

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

            (ii)  Reflect  in  the   Prospectus   any  facts  or  events  which,
                  individually  or together,  represent a fundamental  change in
                  the information in the Registration Statement. Notwithstanding
                  the   foregoing,   any  increase  or  decrease  in  volume  of
                  securities  offered (if the total dollar  value of  securities
                  offered  would not exceed that which was  registered)  and any
                  deviation  from the low or high end of the  estimated  maximum
                  offering  range  may be  reflected  in the form of  prospectus
                  filed  with  the  SEC  pursuant  to  Rule  424(b)  if,  in the
                  aggregate,  the changes in volume and price  represent no more
                  than a 20 percent  change in the  maximum  aggregate  offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective registration statement; and

            (iii) Include any additional or changed material  information on the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information   in  the   Registration   Statement   unless  the
                  information  required by (i) and (ii) is contained in periodic
                  reports  filed by the  Registrant  pursuant  to  Section 13 or
                  15(d) of the Exchange Act that are  incorporated  by reference
                  into this Registration Statement;

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

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

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

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be  permitted  to trustees,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the SEC such  indemnification is against
public policy as expressed in the Act and is, therefore,  unenforceable.  In the
event that a claim for indemnification  against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee,  officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such trustee,  officer or controlling  person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      6
7

                                   SIGNATURES

      Pursuant to the  requirements  of the  Securities  Act of 1933,  Dutchfork
Bancshares,  Inc.  certifies that is has  reasonable  grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Newberry, South Carolina on August 7, 2000.

                                    DUTCHFORK BANCSHARES, INC.

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

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

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

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

/s/ J. Thomas Johnson           Chairman and Chief              August 7, 2000
---------------------------     Executive Officer
J. Thomas Johnson               (principal executive officer)

/s/ Steve P. Sligh              President, Treasurer            August 7, 2000
---------------------------     and Director
Steve P. Sligh                  (principal accounting and
                                financial officer)

/s/ Robert E. Livingston, III   Corporate Secretary and         August 7, 2000
-----------------------------   Director
Robert E. Livingston, III

/s/ Keitt Purcell               Director                        August 7, 2000
-----------------------------
Keitt Purcell

                                        7
8

/s/ Robert W. Owen              Vice Chairman                   August 7, 2000
-----------------------------
Robert W. Owen

/s/ James E. Wiseman, Jr.       Director                        August 7, 2000
-----------------------------
James E. Wiseman, Jr.

                                        8
9

THE PLAN.

    Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other  persons who  administer  the Newberry  Federal  Savings  Bank  Employees'
Savings and Profit Sharing Plan) have duly caused this Registration Statement to
be signed on its  behalf  by the  undersigned,  thereunto  duly  authorized,  in
Newberry, South Carolina on August 7, 2000.

                                NEWBERRY FEDERAL SAVINGS BANK EMPLOYEE'S SAVINGS
                                AND PROFIT SHARING PLAN

                            By: /s/ J. Thomas Johnson
                                ------------------------------------------------
                                J. Thomas Johnson
                                Plan Administrator
                                Newberry Federal Savings Bank Employees' Savings
                                and Profit Sharing Plan

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

                                                                                                         Sequentially
                                                                                                           Numbered
                                                                                                             Page
 Exhibit No.     Description                   Method of Filing                                            Location
------------     -------------------------     -----------------------------------------------------      ----------
4           Stock Certificate of          Incorporated herein by reference from the Exhibits
                 Dutchfork                     of the Registrant's Registration Statement on Form
                 Bancshares, Inc.              S-1 filed with the SEC and declared effective on
                                               May 12, 2000.

    10           Savings Plan and              Incorporated herein by reference from the Exhibits
                 Adoption Agreement            of the Registrant's Registration Statement on Form
                                               S-1 filed with the SEC and declared effective on
                                               May 12, 2000.

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

    24           Power of Attorney             Located on the signature page.
10