UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported:)  January 21, 2000
                                                   ----------------


                              SKIBO FINANCIAL CORP.
                  -------------------------------------------
             (Exact name of Registrant as specified in its Charter)



United States                        000-25009                25-1820465
- -------------                        ---------                ----------
(State or other jurisdiction        (Commission              (IRS Employer
of incorporation)                   File Number)            Identification No.)




242 East Main Street, Carnegie, Pennsylvania                           15106
- --------------------------------------------                           -----
(Address of principal executive offices)                            (Zip Code)

         Registrant's telephone number, including area code: (412) 276-2424
                                                             --------------


                                 Not Applicable
                     -------------------------------------
          (Former name or former address, if changed since last Report)







                      INFORMATION TO BE INCLUDED IN REPORT
                      ------------------------------------


Item 4.  Change in Registrant's Certifying Auditors
         ------------------------------------------

         On January 21, 2000,  pursuant to direction from the Board of Directors
("Board") of Skibo Financial Corp., Carnegie, Pennsylvania, ("Corporation"), the
Board's Audit Committee  unanimously  determined  that it would  discontinue the
engagement of KPMG LLP,  Pittsburgh,  Pennsylvania,  ("KPMG") as its independent
auditors.  Furthermore, the Audit Committee determined that the Corporation will
engage  Stokes Kelly & Hinds,  LLC,  Pittsburgh,  Pennsylvania  ("SKH"),  as the
Corporation's   auditors  for  the  fiscal  year  ending  March  31,  2000.  The
Corporation's decisions were effective January 21, 2000.

         KPMG audited the consolidated  financial  statements of the Corporation
for the year ended March 31, 1999 and its successor, First Carnegie Deposit, for
the year ended March 31, 1998. The Corporation and First Carnegie  Deposit,  are
collectively  referred to herein as the "Corporation." The audit reports of KPMG
on the  consolitated  financial  statements of the Corporation as of and for the
years ended  March 31,  1999 and 1998 did not  contain  any  adverse  opinion or
disclaimer  of  opinion,  nor were such  reports  qualified  or  modified  as to
uncertainty, audit scope or accounting principles.

         During  the two  fiscal  years  ended  March 31,  1999 and 1998 and the
subsequent  interim period through January 21, 2000, there were no disagreements
with  KPMG on any  matter  of  accounting  principles  or  practices,  financial
statement disclosure or auditing scope or procedure, which disagreements, if not
resolved to the  satisfaction of KPMG,  would have caused them to make reference
to the subject matter of the disagreements in connection with their reports.

         During the Corporation's two fiscal years ended March 31, 1999 and 1998
and the subsequent interim period preceding SKH's  appointment,  the Corporation
did not consult SKH regarding the application of accounting  principles,  either
completed  or proposed,  or the type of audit  opinion that might be rendered on
the Corporation's financial statements.

         KPMG has been requested by the  Corporation to furnish the  Corporation
with a letter  addressed  to the  Securities  and  Exchange  Commission  stating
whether they agree with the above statements made by Corporation.
Such letter is included as an exhibit to this Form 8-K.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits
          ------------------------------------------------------------------

         (c)      Exhibits:

                  16       Response of KPMG LLP





                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.


                                            SKIBO FINANCIAL CORP.


Date:    January 28, 2000                   By:      /s/ Walter G. Kelly
         ----------------                            ---------------------------
                                                     Walter G. Kelly
                                                     President and Chief
                                                     Executive Officer