As filed with the Securities and Exchange Commission on November 24, 2008
Registration No._______

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

DELANCO BANCORP, INC.
(exact name of registrant as specified in its charter)

UNITED STATES 36-4519533
------------- ----------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)

615 BURLINGTON AVENUE
DELANCO, NEW JERSEY 08075
(Address of principal executive offices)

DELANCO BANCORP, INC.
2008 EQUITY INCENTIVE PLAN
(Full Title of the Plan)

DOUGLAS R. ALLEN, JR. THOMAS P. HUTTON
PRESIDENT, CHIEF EXECUTIVE OFFICER AARON M. KASLOW
AND CHIEF FINANCIAL OFFICER KILPATRICK STOCKTON LLP
DELANCO BANCORP, INC. 607 14TH STREET, NW
615 BURLINGTON AVENUE WASHINGTON, D.C. 20005-2018
DELANCO, NEW JERSEY 08075 (202) 508-5800
(856) 461-0611
(Name and address of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company |X|
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

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Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered (1) Offering Price Per Aggregate Offering Registration Fee
Share Price
- -------------------------------------------------------------------------------------------------------------------

Common Stock
$0.01 par value 112,141 (2) $4.22 (3) $473,236 $19
- -------------------------------------------------------------------------------------------------------------------

(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 Delanco Bancorp, Inc. 2008 Equity Incentive Plan (the "Plan") as the
result of a stock split, stock dividend or similar adjustment to the
outstanding common stock of Delanco Bancorp, Inc. (the "Common Stock")
pursuant to 17 C.F.R. ss.230.416(a).
(2) Represents 80,101 shares which may be issued upon the exercise of options
to purchase shares of the Common Stock under the Plan and 32,040 shares
which may be distributed upon the vesting of stock awards.
(3) Estimated solely for the purpose of calculating the registration fee.
Represents the closing price for the common stock as reported on November
17, 2008 in accordance with 17 CFR Section 230.457(c) and 230.457(h).

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

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DELANCO BANCORP, INC.

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

ITEMS 1 & 2. The documents containing the information for the Delanco Bancorp,
Inc. 2008 Equity Incentive Plan specified by Part I of this Registration
Statement will be sent or given to the participants in the Plan as specified by
Rule 428(b)(1). Such documents need not be filed with the Securities and
Exchange Commission (the "SEC") either as a part of this Registration Statement
or as a prospectus or prospectus supplement pursuant to Rule 424 in reliance on
Rule 428. Such documents and the information incorporated by reference pursuant
to Item 3 of Part II of this Registration Statement, taken together, constitute
a prospectus for the Registration Statement.

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed or to be filed by Delanco Bancorp, Inc.
(the "Registrant" or the "Subsidiary Holding Company") with the SEC are
incorporated by reference in this Registration Statement:

(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 2008, which includes the consolidated Statements of financial
condition of Delanco Bancorp, Inc. and subsidiary as of March 31, 2008
and 2007 and the related consolidated statements of operations, changes
in stockholder's equity and cash flows for the years then ended. The
10-K was filed with the SEC on June 25, 2008 (File No. 000-52517).

(b) The Registrant's Quarterly Report filed on Form 10-Q filed by the
Registrant for the fiscal quarter ended June 30, 2008, filed with the
SEC on August 13, 2008 (File No. 000-52517).

(c) The Registrant's Current Report on Form 8-K filed August 21, 2008
(other than items furnished under Section 9.01 of Form 8-K).

(d) The description of the Registrant's common stock contained in
Registrant's Form 8-A12G (File No. 001-52517), as filed with the SEC
pursuant to Section 12 of the Securities Exchange Act of 1934 (the
"Exchange Act"), on March 21, 2007 and any amendment or report filed
for the purpose of updating such description.

(e) All the documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold (in each case other than these portions furnished under Items
2.02, 7.01 and 9.01 of Form 8-K).

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.

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ITEM 4. DESCRIPTION OF SECURITIES

The Common Stock to be offered pursuant to the 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

The Registrant shall indemnify its directors and employees in
accordance with the following provision from the Registrant's Bylaws:

ARTICLE XII.
INDEMNIFICATION

The Subsidiary Holding Company shall indemnify all officers, directors
and employees of the Subsidiary Holding Company, and their heirs, executors and
administrators, to the fullest extent permitted under federal law against all
expenses and liabilities reasonably incurred by them in connection with or
arising out of any action, suit or proceeding in which they may be involved by
reason of their having been a director or officer of the Subsidiary Holding
Company, whether or not they continue to be a director or officer at the time of
incurring such expenses or liabilities, such expenses and liabilities to
include, but not be limited to, judgments, court costs and attorneys' fees and
the cost of reasonable settlements.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

None.

ITEM 8. EXHIBITS

The following exhibits are filed with or incorporated by reference into
his registration statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

List of Exhibits (filed herewith unless otherwise noted):

5.0 Opinion of Kilpatrick Stockton LLP as to the legality of the
common stock to be issued
10.1 Delanco Bancorp, Inc. 2008 Equity Incentive Plan (1)
10.2 Form of Restricted Stock Award Agreement
10.3 Form of Incentive Stock Award Agreement
10.4 Form of Non-Statutory Stock Option Award Agreement
23.1 Consent of Kilpatrick Stockton LLP (contained in the opinion
included in Exhibit 5)
23.2 Consent of Connolly, Grady & Cha, P.C.
24.0 Power of Attorney (contained on the signature pages).
--------------------
(1) Incorporated herein by reference to Appendix A in the definitive
proxy statement filed with the SEC on July 17, 2008 (File No.
000-52517).

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ITEM 9. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement unless the information
or prospectus 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:

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

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

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.

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

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

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

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

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SIGNATURES

THE REGISTRANT.

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 Delanco, New Jersey on November 20, 2008.

DELANCO BANCORP, INC.

By: /s/ Douglas R. Allen, Jr.
----------------------------------
Douglas R. Allen, Jr.
President, Chief Executive Officer
and Chief Financial Officer
(principal executive officer)

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Douglas R. Allen, Jr. as the true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him or her and in his or her 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 United States Securities and Exchange
Commission, 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, and 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, may lawfully do or cause to be
done by virtue hereof.

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

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

/s/ Douglas R. Allen, Jr. President, Chief Executive Officer and November 20, 2008
- --------------------------- Chief Financial Officer
Douglas R. Allen, Jr. (principal executive, principal)
financial and principal accounting officer)

/s/ John W. Seiber Chairman of the Board November 20, 2008
- ---------------------------
John W. Seiber

/s/ Thomas J. Coleman, III Director November 20, 2008
- ---------------------------
Thomas J. Coleman, III

/s/ Robert H. Jenkins, Jr. Director November 20, 2008
- ---------------------------
Robert H. Jenkins, Jr.

/s/ William C. Jenkins Director November 20, 2008
- ---------------------------
William C. Jenkins

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/s/ John A. Latimer Director November 20, 2008
- ---------------------------
John A. Latimer

Director
- ---------------------------
Donald R. Neff

Director
- ---------------------------
Robert M. Notigan

/s/ James W. Verner Director November 20, 2008
- ---------------------------
James W. Verner

Director
- ---------------------------
Renee C. Vidal

EXHIBIT INDEX

- -------------------------------------------------------------------------------------------------------------------
SEQUENTIALLY NUMBERED
PAGE LOCATION
EXHIBIT NO. DESCRIPTION METHOD OF FILING
- -------------------------------------------------------------------------------------------------------------------

5 Opinion of Kilpatrick Stockton Filed herewith.
LLP
- -------------------------------------------------------------------------------------------------------------------
10.1 Delanco Bancorp, Inc. Incorporated herein
2008 Equity Incentive Plan by reference.
- -------------------------------------------------------------------------------------------------------------------
10.2 Form of Restricted Stock Award Filed herewith.
Agreement
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10.3 Form of Incentive Stock Option Filed herewith.
Award Agreement
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10.4 Form of Non-Statutory Stock Filed herewith.
Option Award Agreement
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23.1 Consent of Kilpatrick Stockton Contained in the Opinion,
LLP included as Exhibit 5.
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23.2 Consent of Connolly, Grady & Filed herewith.
Cha, P.C.
- -------------------------------------------------------------------------------------------------------------------
24 Power of Attorney Located on the
signature page.
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