As filed with the Securities and Exchange Commission on June 24, 1998
Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

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PRIME BANCORP, INC.
(Exact name of registrant as specified in its charter)

Pennsylvania 23-2860688
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

7111 Valley Green Road
Fort Washington, Pennsylvania 19034
(215) 836-2400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Prime Bancorp, Inc. Retirement Savings Plan
(Full title of each Plan)

James J. Lynch
President and Chief Executive Officer
7111 Valley Green Road
Fort Washington, Pennsylvania 19034
(215) 836-2400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

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Copies to:

David F. Scranton, Esquire
Stradley, Ronon, Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, Pennsylvania 19103-7098
(215) 564-8000
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CALCULATION OF REGISTRATION FEE

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Proposed maximum Proposed maximum
Title of securities to be registered(1) Amount to be offering price per aggregate offering Amount of
registered(2) Share(3) price(3) registration fee
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Common Stock, $1.00 par value per share 600,000 shares $22.625 $13,575,000 $4,004.63
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(1) Previous Registration Statements have registered shares of Prime Bancorp,
Inc. common stock ("Common Stock") offered under the Prime Bancorp, Inc.
Retirement Savings Plan, as amended (the "Plan"), as well as interests in
the Plan itself. This Registration Statement is being filed to register
additional shares of Common Stock that may be purchased under the Plan with
employee and employer contributions. In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this Registration Statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the
Plan.

(2) The amount of shares registered hereunder is based upon an estimate of the
number of shares of Common Stock to be issued pursuant to the Plan. In
addition, pursuant to Rule 416, there are also being registered such
additional shares of Common Stock as may become issuable pursuant to stock
splits, stock dividends or similar transactions.

(3) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h), and based on the last sale price of the Common Stock of
$22.625 per share as reported on the NASDAQ National Market System on
June 17, 1998.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8
are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Registration Statement on Form S-8. Such documents
and the documents incorporated by reference in this Registration Statement on
Form S-8 pursuant to Item 3 of Part II hereof, as described below, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

As used in this Registration Statement, unless the context otherwise
requires, the term the "Company" means Prime Bancorp, Inc., a Pennsylvania
corporation, and its subsidiaries.

Introduction

This Registration Statement is being filed to register an additional
300,000 shares of the common stock of the Company, $1.00 par value per share
("Common Stock"), to be offered pursuant to the Prime Bancorp, Inc. Retirement
Savings Plan, as amended and restated effective January 1, 1998 (the "Plan").

Item 3. Incorporation of Documents by Reference.

The following documents, previously filed by the Company or the Plan with
the Commission, are, as of their respective dates, hereby incorporated by
reference in this Registration Statement, except as superseded or modified
herein:

(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;

(b) the Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1996, as amended;

(c) all other reports filed by the Company or the Plan pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the annual reports referred to above; and

(d) the description of the Common Stock contained in the Registration
Statement on Form 8-A filed with the Commission on November 7, 1988 (the "Form
8-A"), as superseded by the description of the Common Stock contained in the
Company's Registration Statement on Form S-4 (No. 33-13741) (Amendment No. 1)
filed with the Commission on October 31, 1996 (the "Form S-4"), including any
amendments or reports filed for the purpose of updating such description.(1)

All documents filed by the Company or the Plan pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act on or after the date of this Registration
Statement 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, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

Item 4. Description of Securities.

Not Applicable.

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(1) Effective December 31, 1996, the Company became the successor to Prime
Bancorp, Inc., a Delaware corporation ("Prime Delaware"), pursuant to a merger
(the "Merger") in which the stockholders of Prime Delaware received shares of
the Common Stock in exchange for their shares of common stock of Prime Delaware.
The common stock of Prime Delaware was registered under Section 12 of the
Exchange Act pursuant to the Form 8-A. Pursuant to Rule 12g-3(a) of the Exchange
Act, the Common Stock of the Company issued pursuant to the Merger was deemed to
be registered under Section 12 of the Exchange Act. Because the Company did not
amend the Form 8-A following the Merger in reliance on Rule 12g-3(a), the
description of the Common Stock set forth in the Form S-4 is incorporated herein
by reference.

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Item 5. Interests of Named Experts and Counsel.

Not Applicable

Item 6. Indemnification of Directors and Officers.

All statements contained in the following summary are qualified in their
entirety by the laws of Pennsylvania and reference is made to those laws for a
complete statement of their provisions. Certain provisions of the Pennsylvania
Business Corporation Law ("PBCL") are made applicable only to "registered
corporations," which is defined to include corporations that have a class or
series of shares entitled to vote generally in the election of directors of a
corporation, which shares are registered with the Commission under the
Securities Exchange Act of 1934 (the "Exchange Act"). The Company is a
"registered corporation."

The PBCL permits a corporation's articles of incorporation or bylaws to
limit a director's exposure to monetary liability for breach of fiduciary duty.
Under the PBCL, a corporation, by the vote of its shareholders, has the power to
absolve its directors from monetary liability for actions taken or omissions,
unless (i) the director breached or failed to perform his or her duties under
the PBCL, and (ii) the breach or failure constitutes self-dealing, willful
misconduct, or recklessness. In addition, a director under Pennsylvania law will
remain personally liable pursuant to any criminal statute or for the payments of
taxes. The Bylaws of the Company contain this protection of directors.

The Bylaws of the Company provide for indemnification of the directors and
officers consistent with Pennsylvania law. The PBCL permits a corporation to
indemnify any person involved in a third party action by reason of his being an
officer or director of the corporation, against expenses, judgments, fines and
settlement amounts paid in such third party action (and against expenses
incurred in any derivative action), if such person acted in good faith and
reasonably believed that his actions were in or not opposed to the best
interests of the corporation and, with respect to any criminal proceeding, had
no reasonable cause to believe that his conduct was unlawful. Furthermore, the
PBCL provides that a corporation may advance expenses incurred in defending any
action upon receipt of an undertaking by the person to repay the amount advanced
if it is ultimately determined that he is not entitled to indemnification.

In general, no indemnification for expenses in derivative actions is
permitted under the PBCL in situations in which the person has been adjudged
liable to the corporation, unless a court finds him entitled to such
indemnification. If, however, the person has been successful in defending a
third party or derivative action, indemnification for expenses incurred is
mandatory under the PBCL.

The statutory provisions for indemnification are non-exclusive with respect
to any other rights, such as contractual rights and under a bylaw or vote of
shareholders or disinterested directors, to which a person seeking
indemnification may be entitled. Pennsylvania law expressly permits such
contractual or other rights to provide for indemnification against judgments and
settlements paid in a derivative or other action unless a court determines that
the act or omission giving rise to the claim for indemnification constituted
willful misconduct or recklessness. The Bylaws of the Company do not contain
such a provision.

The Company has obtained directors' and officers' liability insurance.
There can be no assurance, however, that the Company will be able to maintain
such insurance on reasonable terms.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The Company will submit or has submitted the Plan and any amendment thereto
to the Internal Revenue Service (the "IRS") in a timely manner and has made or
will make all changes required by the IRS in order to qualify the Plan under
Section 401 of the Internal Revenue Code of 1986, as amended.

Exhibits:

4.1 Articles of Incorporation of Prime Bancorp, Inc. - Incorporated
herein by reference to Exhibit 3.1 of Registration Statement
#333-13741.
4.2 Bylaws - Incorporated herein by reference to Exhibit 3.2 of
Registration Statement #333-13741.

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4.3 Prime Bancorp, Inc. Retirement Savings Plan, as amended and restated
effective January 1, 1998 -- Incorporated herein by reference to
Exhibit 4.3 of Registration Statement #33-33307 (Post-Effective
Amendment No. 3 filed with the Commission on April 17, 1998).
23.1 Consent of KPMG Peat Marwick LLP.

Item 9. Undertakings.

(a) 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:

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

(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. 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% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to section 13 or section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act, 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.

(b) The undersigned registrant hereby undertakes 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 section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 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.

(c) Insofar as indemnification for liabilities arising under the Securities
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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities 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 Prime Bancorp, Inc. 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 Fort Washington,
Commonwealth of Pennsylvania, on June 24, 1998.

PRIME BANCORP, INC.

By: \s\ James J. Lynch
------------------------
James J. Lynch, President and
Chief Executive Officer

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

Name Title Dates
- ---- ----- -----

\s\ Erwin T. Straw Chairman of the Board of Directors June 24, 1998
- ----------------------------------
Erwin T. Straw

\s\ James J. Lynch Director, President and June 24, 1998
- ---------------------------------- Chief Executive Officer (Principal
James J. Lynch Executive Officer)

\s\ Frederick G. Betz Director June 24, 1998
- ----------------------------------
Frederick G. Betz

\s\ Joseph A. Fluehr, III Director June 24, 1998
- ----------------------------------
Joseph A. Fluehr, III

\s\ Ernest Larenz Director June 24, 1998
- ----------------------------------
Ernest Larenz

\s\ David H. Platt Director June 24, 1998
- ----------------------------------
David H. Platt

\s\ William J. Cunningham Director June 24, 1998
- ----------------------------------
William J. Cunningham

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\s\ Michael B. Laign Director June 24, 1998
- ----------------------------------
Michael B. Laign

\s\ Fred Blume Director June 24, 1998
- ----------------------------------
Fred Blume

\s\ Roy T. Peraino Director June 24, 1998
- ----------------------------------
Roy T. Peraino

\s\ Robert A. Fox Director June 24, 1998
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Robert A. Fox

\s\ Arthur J. Kania Director June 24, 1998
- ----------------------------------
Arthur J. Kania

\s\ James E. Kelly, Jr. Executive Vice President and June 24, 1998
- ---------------------------------- Chief Financial Officer (Principal
James E. Kelly, Jr. Financial Officer)

\s\ Frank H. Reeves Senior Vice President-Finance June 24, 1998
- ---------------------------------- (Principal Accounting Officer)
Frank H. Reeves

The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Fort Washington,
Commonwealth of Pennsylvania, on June 24, 1998.

PRIME BANCORP, INC. RETIREMENT SAVINGS PLAN

By: Prime Bancorp, Inc. as Plan Administrator

/s/ James J. Lynch
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James J. Lynch, President and Chief Executive Officer

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EXHIBIT INDEX

Exhibits:

4.1 Articles of Incorporation of Prime Bancorp, Inc. - Incorporated herein
by reference to Exhibit 3.1 of Registration Statement #333-13741.

4.2 Bylaws - Incorporated herein by reference to Exhibit 3.2 of Registration
Statement #333-13741.

23.1 Consent of KPMG Peat Marwick LLP.

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