CARNEGIE FINANCIAL CORP /PA/
8-A12G, 1998-07-06
PERSONAL CREDIT INSTITUTIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                         CARNEGIE FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)



            Pennsylvania                                   25-1806857
     -----------------------                          -------------------
     (State of Incorporation                          (IRS Employer
          or Organization)                            Identification No.)


17 West Mall Plaza, Carnegie, Pennsylvania                   15106
- ------------------------------------------                 ---------
(Address of Principal Executive Offices)                   (Zip Code)


If this form relates to the                If this form relates to the        
registration of a class of securities      registration of a class of securities
pursuant to Section 12(b) of the           pursuant to Section 12(g) of the
Exchange Act and is effective pursuant     Exhange Act and is effective pursuant
to General Instruction A.(c), please       to General Instruction A.(d), please
check the following box |_|.               check the following box |X|.
  

Securities  Act  registration  statement file number to which this form relates:
333-48655

Securities to be registered pursuant to Section 12(b) of the Act:


Title of Each Class                               Name of Each Exchange on Which
To be so Registered                               Each Class is to be Registered
- -------------------                               ------------------------------
None                                                           N/A


Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.10 per share
- ---------------------------------------
          (Title of class)


<PAGE>



                 INFORMATION REQUIRED IN REGISTRATION STATEMENT
                 ----------------------------------------------

Item 1.  Description of Registrant's Securities to be Registered

The  information  set forth under the captions  "Restrictions  on Acquisition of
Carnegie  Financial  Corporation"  and  "Description  of  Capital  Stock" in the
Prospectus included in Part I of the Registration  Statement on Form SB-2 of the
registrant,  originally  filed with the  Securities  and Exchange  Commission on
March 25, 1998 (File No. 333-48655), is incorporated by reference in response to
this  Item  1.  Information  set  forth  under  the  captions  "Restrictions  on
Acquisition  of Carnegie  Financial  Corporation"  and  "Description  of Capital
Stock"  contained  in a  prospectus  relating  to SEC  File  No.  333-48655  and
subsequently filed by the registrant  pursuant to 17 C.F.R.  ss.230.424(b) shall
be deemed to be incorporated by reference into this registration statement.


Item 2.  Exhibits

3(i)     Certificate of Incorporation of Carnegie Financial Corporation.*

3(ii)    Bylaws of Carnegie Financial Corporation.*

- ---------------------
*        Incorporated  herein by  reference  to Exhibits  3(i)  (Certificate  of
         Incorporation)  and 3(ii)  (Bylaws) to the  Registration  Statement  of
         Carnegie Financial Corporation (Registration No. 333-48655),  which was
         originally  filed with the Securities and Exchange  Commission on March
         25, 1998.



<PAGE>



                                    SIGNATURE


         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934,  as amended,  the  registrant  has duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized.


                                                  CARNEGIE FINANCIAL CORPORATION



Date:  July 6, 1998                              By: /s/Shirley Chiesa
                                                    ----------------------------
                                                        Shirley Chiesa
                                                        President




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