SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __)

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for
[x] Definitive Proxy Statement Use of the
[ ] Definitive Additional Materials Commission Only (as
[ ] Soliciting Material Pursuant to permitted by Rule
Rule 14a-11(c) or Rule 14a-12 14a-6(e)(2))

CFSB BANCORP, INC.
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(Name of Registrant as Specified in its Charter)

- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)

Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.

1. Title of each class of securities to which transaction
applies:

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2. Aggregate number of securities to which transaction
applies:

------------------------------------------------------

3. Per unit price or other underlying value of trans-
action computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined):

------------------------------------------------------

4. Proposed maximum aggregate value of transaction:

------------------------------------------------------

5. Total Fee Paid:

------------------------------------------------------

[ ] Fee paid previously with preliminary materials:

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

1. Amount Previously Paid:

------------------------------------------------------

2. Form, Schedule or Registration Statement No.:

------------------------------------------------------

3 Filing Party:

------------------------------------------------------

4. Date Filed:

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[LETTERHEAD]

March 19, 1999

Dear Stockholder:

We invite you to attend the Annual Meeting of the
Stockholders of CFSB Bancorp, Inc. (the "Corporation"), the
holding company of Community First Bank ("Community First"), to
be held at the Sheraton Lansing Hotel, 925 South Creyts Road,
Lansing, Michigan on Tuesday, April 20, 1999 at 11:00 a.m.,
local time.

The Annual Meeting has been called to consider the election
of one director of the Corporation. During the meeting, we will
also report on the operations of the Corporation during fiscal
year 1998. Directors and officers of the Corporation as well as
representatives of KPMG LLP, the Corporation's independent
auditors, will be present to respond to any questions that
stockholders may have.

You are cordially invited to attend the Annual Meeting. WE
URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS
SOON AS POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL
MEETING. This will not prevent you from voting in person but
will assure that your vote is counted if you are unable to
attend the meeting.

Sincerely,

/s/ Robert H. Becker

Robert H. Becker
President and Chief Executive Officer

- ----------------------------------------------------------------

CFSB BANCORP, INC.
112 EAST ALLEGAN STREET
LANSING, MICHIGAN 48933
(517) 371-2911

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NOTICE OF ANNUAL MEETING
TO BE HELD ON APRIL 20, 1999

- ----------------------------------------------------------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders for the year ended December 31, 1998 (the "Annual
Meeting") of CFSB Bancorp, Inc. (the "Corporation"), the holding
company of Community First Bank, will be held at the Sheraton
Lansing Hotel, 925 South Creyts Road, Lansing, Michigan on
Tuesday, April 20, 1999 at 11:00 a.m., local time.

A Proxy Card and a Proxy Statement for the Annual Meeting
are enclosed.

The Annual Meeting is for the purpose of considering and
acting upon:

I. The election of one director of the Corporation; and

II. The transaction of such other matters as may properly
come before the Annual Meeting or any adjournments
thereof.

Note: The Board of Directors is not aware of any other
business to come before the Annual Meeting.

Any action may be taken on any one of the foregoing
proposals at the Annual Meeting on the date specified above or
on any date or dates to which, by original or later adjournment,
the Annual Meeting may be adjourned. Stockholders of record at
the close of business on February 26, 1999 are the stockholders
entitled to vote at the Annual Meeting and any adjournments
thereof.

You are requested to complete and sign the enclosed Proxy
Card which is solicited by the Board of Directors and to mail it
promptly in the enclosed envelope. The proxy will not be used
if you attend and vote at the Annual Meeting in person.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ John W. Abbott

John W. Abbott
Executive Vice President, Chief
Operating Officer and Secretary

Lansing, Michigan
March 19, 1999

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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE
CORPORATION THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER
TO INSURE A QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR
YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
- ----------------------------------------------------------------

- ----------------------------------------------------------------

PROXY STATEMENT
OF
CFSB BANCORP, INC.
112 EAST ALLEGAN STREET
LANSING, MICHIGAN 48933

ANNUAL MEETING OF STOCKHOLDERS
APRIL 20, 1999

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- ----------------------------------------------------------------
GENERAL
- ----------------------------------------------------------------

This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of CFSB
Bancorp, Inc. ("CFSB" or the "Corporation"), the holding company
of Community First Bank ("Community First" or the "Bank"), to be
used at the Annual Meeting of Stockholders of the Corporation
for the year ended December 31, 1998 (the "Annual Meeting")
which will be held at the Sheraton Lansing Hotel, 925 South
Creyts Road, Lansing, Michigan on Tuesday, April 20, 1999 at
11:00 a.m., local time. The accompanying Notice of Annual
Meeting and Revocable Proxy and this Proxy Statement are being
first mailed to stockholders on or about March 19, 1999.

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RECENT DEVELOPMENTS
- ----------------------------------------------------------------

On February 24, 1999, CFSB entered into an Agreement and
Plan of Merger (the "Merger Agreement") with Old Kent Financial
Corporation, pursuant to which CFSB will merge with and into Old
Kent (the "Merger"). As a result of the Merger, each outstand-
ing share of CFSB's common stock, ("CFSB Common Stock"), will be
converted into the right to receive 0.6222 shares of common
stock of Old Kent. The Merger is conditioned upon, among other
things, approval by holders of a majority of CFSB Common Stock
and the receipt of certain regulatory and governmental appro-
vals. It is intended that the Merger will be treated as a
pooling-of-interests for accounting and financial reporting
purposes. The Merger is to be voted on by CFSB stockholders
at a special meeting of stockholders expected to be held in late
Spring or Summer of 1999, and is expected to be consummated in
the third quarter of Calendar 1999.

Concurrently with their execution and delivery of the Merger
Agreement, CFSB and Old Kent entered into a stock option agree-
ment (the "Stock Option Agreement") pursuant to which CFSB
granted Old Kent the right, upon the terms and subject to the
conditions set forth in the Stock Option Agreement, to purchase
up to 1,645,364 shares (or 19.99%) of CFSB Common Stock, subject
to certain adjustments.

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VOTING AND REVOCABILITY OF PROXIES
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Regardless of the number of shares of the Corporation's
common stock, par value $.01 per share (the "Common Stock"),
owned, it is important stockholders be represented by proxy or
present in person at the Annual Meeting. Stockholders are
requested to vote by completing the enclosed Proxy Card and
returning it signed and dated in the enclosed postage-paid
envelope. Stockholders are urged to indicate their vote in the
spaces provided on the proxy card. PROXIES SOLICITED BY THE
BOARD OF DIRECTORS OF THE CORPORATION WILL BE VOTED IN
ACCORDANCE WITH THE DIRECTIONS GIVEN THEREIN. WHERE NO
INSTRUCTIONS ARE INDICATED, PROXIES WILL BE VOTED FOR THE
NOMINEE STANDING FOR ELECTION AS DIRECTOR. Proxies marked as
abstentions will not be counted as votes cast. In addition,
shares held in street name which have been designated by brokers
on proxy cards as not voted will not be counted as votes cast.
Proxies marked as abstentions or as broker no votes, however,
will be treated as shares present for purposes of determining
whether a quorum is present.

The presence in person or by proxy of the holders of one-
third of the outstanding shares of Common Stock entitled to vote
at the Annual Meeting is necessary to constitute a quorum
thereat. If a quorum is not present or represented by proxy,
the stockholders entitled to vote, present or represented by
proxy, have the power to adjourn the Annual Meeting from time to
time, without notice other than an announcement at the Annual
Meeting, until a quorum is present or represented. Assuming a
quorum is present, under Delaware law directors shall be elected
by a plurality of votes cast by stockholders at the Annual
Meeting (abstention and broker non-votes not being considered in
determining the outcome of the election). All other action to
be taken at the Annual Meeting requires the affirmative vote of
a majority of the shares represented and entitled to vote at the
Annual Meeting (accordingly, abstentions and broker non-votes
will not affect the outcome of any such action).

The Board of Directors knows of no additional matters that
will be presented for consideration at the Annual Meeting.
Execution of a proxy, however, confers on the designated
proxyholders discretionary authority to vote the shares in
accordance with the determination of a majority of the Board of
Directors on such other business, if any, that may properly come
before the Annual Meeting or any adjournments thereof.

A proxy may be revoked at any time prior to its exercise by
the filing of a written notice of revocation with the Secretary
of the Corporation, by delivering a duly executed proxy bearing
a later date to the Secretary of the Corporation at the address
listed above, or by attending the Annual Meeting and voting in
person.

The cost of solicitation of proxies in the form enclosed
herewith will be borne by the Corporation. Proxies may also be
solicited personally or by telephone or telegraph by directors,
officers and regular employees of the Corporation and the Bank,
without additional compensation therefore. The Corporation will
also request persons, firms and corporations holding shares in
their names, or in the name of their nominees, which are
beneficially owned by others, to send proxy materials to and
obtain proxies from such beneficial owners, and will reimburse
such holders for their reasonable expenses in doing so.

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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
- ----------------------------------------------------------------

The securities entitled to vote at the Annual Meeting
consist of the Common Stock. Stockholders of record as of the
close of business on February 26, 1999 are entitled to one vote
for each share then held. As of February 26, 1999, the
Corporation had 8,246,901 shares of the Common Stock issued and
outstanding.

Persons and groups owning in excess of 5% of the
Corporation's Common Stock are required to file certain reports
regarding such ownership pursuant to the Securities Exchange Act
of 1934. The following table sets forth, as of February 26,
1999, the shares of Common Stock beneficially owned by the Chief
Executive Officer and Chief Operating Officer of the
Corporation, the Director of Operations of the Bank, all
directors and officers of the Corporation as a group and each
person who was the beneficial owner of more than 5% of the
Corporation's outstanding shares of Common Stock at February 26,
1999, based on information supplied by its transfer agent and
filings made pursuant to the Securities Exchange Act of 1934 as
to which the Corporation had information on February 26, 1999.
Management knows of no person other than those set forth below
who owned more than 5% of the Corporation's outstanding shares
of Common Stock at February 26, 1999.
2

Amount and Nature of Percent of Shares of
Beneficial Owner Beneficial Ownership(1)(2) Common Stock Outstanding
- ---------------- -------------------------- ------------------------

CFSB Bancorp, Inc. Employee
Stock Ownership Plan
112 East Allegan Street
Lansing, Michigan 48933 24,574 (3) .30%

Robert H. Becker
President and
Chief Executive Officer 552,436 (4) 6.62%

John W. Abbott
Executive Vice President and
Chief Operating Officer 122,607 (5) 1.47%

Jack G. Nimphie
Senior Vice President
Director of Operations of
the Bank 50,264 (6) .61%

All directors and executive
officers as a group (13 1,175,660 (7) 13.91%
persons)
<FN>
____________
(1) In accordance with Rule 13d-3 under the Securities Exchange Act of
1934, a person is deemed to be the beneficial owner, for purposes of
this table, of any shares of the Common Stock if he or she has sole
or shared voting or investment power with respect to such security,
or has a right to acquire beneficial ownership at any time within 60
days from February 26, 1999. Except as otherwise noted, the named
individuals and each director or officer included in the group
exercise sole voting and investment power over the shares of the
Common Stock.
(2) Not included in this table is Old Kent Financial Corporation which,
pursuant to the Stock Option Agreement described above, has the
right, upon the terms and subject to the conditions set forth in the
Stock Option Agreement, to purchase up to 1,645,364 shares (or
19.99%) of CFSB Common Stock, subject to certain adjustments. Old
Kent Financial Corporation's ability to exercise this Stock Option
and purchase the shares is contingent on the occurrence of certain
events which are described in the Stock Option Agreement. See
"Recent Developments."
(3) Includes 24,574 shares held in a suspense account for future
allocation pursuant to the terms of the Employee Stock Ownership
Plan ("ESOP"), among participating employees as the loans used to
purchase the shares are repaid, and excludes 681,637 shares
allocated to participants. The ESOP Trustee votes all allocated
shares as instructed by the participants, and the ESOP Trustee votes
all unallocated shares and all shares for which no instructions have
been received as directed by the ESOP Committee or the Board of
Directors. See footnote (6) below.
(4) Includes 35,739 shares allocated to Mr. Becker under the ESOP as to
which he has voting power but no investment power. Includes 102,584
shares which may be received upon the exercise of stock options
which are exercisable within 60 days of February 26, 1999.
(5) Includes 26,962 shares allocated to Mr. Abbott under the ESOP as to
which he has voting power but no investment power. Includes 82,017
shares which may be received upon the exercise of stock options
which are exercisable within 60 days of February 26, 1999.
(6) Includes 16,212 shares allocated to Mr. Nimphie under the ESOP as to
which he has voting power but no investment power.
(7) Includes 97,455 shares held by the ESOP but allocated to certain
directors and officers, and excludes 24,574 shares held by the ESOP,
which have not been allocated to any participating employees as of
February 26, 1999, and over which shares certain directors and
officers of the Corporation, as members of the ESOP Committee, and
as ESOP Trustee, exercise shared voting and investment power. See
footnote (2) in Director's table under "Proposal I -- Election of
Directors." Includes 204,937 shares which may be received upon the
exercise of stock options which are exercisable within 60 days of
February 26, 1999.

</FN>

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PROPOSAL I -- ELECTION OF DIRECTORS
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The Corporation's Board of Directors is currently composed
of seven members. Director Cecil Mackey will retire as a
Director effective as of the date of the Annual Meeting, and the
Board will thereby be reduced in size to six members. The
Corporation's Certificate of Incorporation requires directors be
divided into three classes, as nearly equal in number as
possible. The members of each class serve for a term of three
years and until their successors are elected and qualified, with
approximately one-third of the directors elected each year. The
Board of Directors has nominated James L. Reuter for a
three-year period, who is currently a member of the Board of the
Corporation.

It is intended the proxies solicited by the Board of
Directors will be voted for the election of the named nominee.
If the nominee is unable to serve, the shares represented by all
properly executed proxies which have not been revoked will be
voted for the election of such substitute as the Board of
Directors may recommend, or the size of the Board of Directors
may be reduced to eliminate the vacancy. At this time, the
Board knows of no reason why the nominee might be unavailable to
serve.

The following table sets forth for the nominee and each
continuing director his name and age at February 26, 1999, the
year he first became a director of Capitol Federal Savings Bank
("Capitol Federal") or Union Federal Savings ("Union Federal")
(the savings institutions that combined to form Community First
in December 1991), the expiration of his term as a director of
the Corporation, and the number and percentage of shares of
Common Stock beneficially owned. The members of Capitol
Federal's Board of Directors who were members of the Board in
1989 were initially appointed as directors of the Corporation in
1989 in connection with the incorporation and organization of
the Corporation. The former members of Union Federal's Board of
Directors were appointed as directors of the Corporation in
January 1992 following the completion of the combination. Each
director of the Corporation is also a member of the Board of
Directors of the Corporation's principal subsidiary, Community
First.

Shares of
Common Stock
Current Beneficially
Year First Term Owned at Percent
Elected to February 26, of
Name Age Director (1) Expire 1999 (2) Class
- ---- --- ------------ ------- ----------- -------

BOARD NOMINEE FOR TERM TO EXPIRE IN 2002

James L. Reutter 65 1976 1999 156,619 1.90%

DIRECTORS CONTINUING IN OFFICE

Cecil Mackey (3) 70 1979 1999 35,058 .43%

David H. Brogan 64 1981 2000 83,238 1.01%

William C. Hollister 58 1983 2000 105,310 1.28%

J. Paul Thompson, Jr. 65 1979 2000 16,354 .20%

Henry W. Wolcott, IV 52 1983 2001 5,052 .06%

Robert H. Becker 63 1987 2001 552,436 (4) 6.62%
_____________

(footnotes on following page)

(footnotes continued from prior page)

____________
(1) Represents the year first elected a director of Capitol Federal,
except for Mr. Thompson and Mr. Wolcott for whom it represents the
year first elected a director of Union Federal.
(2) For the definition of beneficial ownership, see footnote (1) to the
table in "Voting Securities and Principal Holders Thereof." Unless
otherwise indicated, the named individual exercises sole or shared
voting or investment power over the shares listed as beneficially
owned by such person. Excludes 24,574 shares held by the ESOP which
have not been allocated to participating employees as of February
26, 1999 and over which shares Directors Reutter, Brogan and
Hollister, as members of the ESOP Committee, and as ESOP Trustee,
exercise shared voting and investment power. Includes 3,061, 7,483,
1,020, 0, 5,316 and 1,917 shares which may be received upon the
exercise of stock options which are exercisable within 60 days of
February 26, 1999, for Directors Mackey, Reutter, Brogan, Hollister,
Thompson, and Wolcott, respectively. For Mr. Becker, see footnote
(4) below.
(3) Mr. Mackey will retire from the Board of Directors, effective on the
date of the Annual Meeting, and the Board will be reduced in size to
six members.
(4) Includes 35,739 shares allocated to Mr. Becker under the ESOP as to
which he has voting power but no investment power. Includes 102,584
shares which may be received upon the exercise of stock options
exercisable within 60 days of February 26, 1999.

The principal occupation of each director of the Corporation
and the Bank for the last five years is set forth below. All of
the directors have held their present position for at least five
years unless otherwise stated. All of the directors reside in
Michigan.

JAMES L. REUTTER is the Chairman of Lansing Ice and Fuel
Company, Lansing, Michigan, and Treasurer of O'Dell Ice Company,
Coleman, Michigan. Mr. Reutter has been the Chairman of
Community First's (formerly Capitol Federal's) Board of
Directors since 1988. Mr. Reutter also serves as a Director of
Michigan Millers Insurance Company. He is currently serving on
the Board of the Potter Park Zoological Society and the Lansing
Community College Foundation, and is a Trustee and the Treasurer
of the Thoman Foundation. Mr. Reutter was also the past
Chairman and a Trustee of Lansing Community College.

CECIL MACKEY has been a professor of economics at Michigan
State University since 1985. From 1979 to 1985, he was the
President of Michigan State University. Dr. Mackey is an
associate of the National China Council and a member of the
Michigan China Council and the Joint Yugoslav-American Advisory
Council. He previously served as Chairman of the Board of
Directors of the Debt-for-Development Coalition, a member of the
Board of Directors of the Michigan State University Foundation
and the Michigan Biotechnology Institute, and as a member of the
Governor's Commission on Jobs and Economic Development and the
Michigan High Technology Task Force. Dr. Mackey is a consultant
to Zayed University of the United Arab Emirates. Dr. Mackey
will retire from the Board effective on the date of the Annual
Meeting.

DAVID H. BROGAN has worked in life insurance sales and
financial planning at Ohio National Life Insurance Company, a
provider of insurance and investment products, since 1956. Mr.
Brogan is a member of the Lansing Lions Club, and he is formerly
a Trustee and the Treasurer of the Capital Region Community
Foundation and is on the Capital Region Community Foundation
Finance Committee. He has previously served as the Chairman of
the Board at St. Lawrence Hospital, as President of the East
Lansing Public Schools Board of Education, as an officer in the
Michigan State University Alumni Association, and as a Director
of the Lansing Community College Foundation.

WILLIAM C. HOLLISTER is the President of Basic Insight, a
consulting firm engaged in strategic planning. He serves on the
Mayor's Blue Ribbon Committee to retain General Motors. He has
been President of Manpower Health Care, Lansing, Michigan,
President of Coil Center Corporation, Howell, Michigan, and Vice
President of Kasle International Michigan, Dearborn, Michigan.
Mr. Hollister is a Director Emeritus of the Sparrow Health
System, Lansing, Michigan, a Director of Lyman & Sheets Agency,
Lansing, Michigan and of Genzink Steel Company, Holland,
Michigan. He is a former Director of the Michigan
Manufacturer's Association and served as Chairman of the Board
of Lansing Community College.

J. PAUL THOMPSON, JR. has been in the environmental
engineering field since 1957, has been a Registered Professional
Engineer in Michigan since 1960 and was a principal in Fishbeck,
Thompson, Carr and Huber, Inc., until 1985. Since that time, he
has been President of Computer Graphics, Inc., a consultant to
municipalities in the area of water and sewer systems. He is
also President of Lindax, Inc., a leasing company. He is a
retired U.S. Air Force Reserve Major, a member and Past
President of the Lansing-Waverly Rotary Club and is a member of
Central United Methodist Church, Lansing. He is also the
Treasurer of Memorial Nature Preserve of Shelby, Michigan.

HENRY W. WOLCOTT, IV is a certified public accountant and a
shareholder in the firm of Kutas, Hawes & Wolcott, P.C., of
Lansing, Michigan.

ROBERT H. BECKER joined Community First (formerly Capitol
Federal Savings) in November 1987 as the President and Chief
Executive Officer. Mr. Becker also serves as the Corporation's
President and Chief Executive Officer. Mr. Becker began his
banking career in 1957, and from 1976 to 1987, he served as
President and Chief Executive Officer of MetroBanc in Grand
Rapids, Michigan. Mr. Becker is a past Director of the Federal
Home Loan Bank of Indianapolis and a past Chairman of the
Michigan League of Savings Institutions. He is also past
Chairman and a director of the Lansing Community College
Foundation, a member of the Rotary Club of Lansing, and a Board
member and Chairman of the Finance Committee of the Capital
Region Community Foundation.

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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
- ----------------------------------------------------------------

The Corporation's and the Bank's Boards of Directors conduct
their business through meetings of the Boards and through
activities of their committees. During fiscal year 1998, the
Board of Directors held ten meetings. No director attended
fewer than 75% of the total meetings of the Board of Directors
and committees on which such Board member served during this
period.

The Board of Directors of the Corporation has an Executive
Committee, which also serves as the Executive Committee of the
Bank's Board of Directors, and meets as considered necessary by
the Chairman. The Executive Committee met two times during
fiscal 1998. The Executive Committee is made up of Directors
Reutter (Chairman), Becker and Hollister.

The Bank's Audit Committee also serves as the Audit
Committee of the Corporation, and consists of Directors Mackey
(Chairman), Hollister and Wolcott. These committees recommend
an audit firm to the full Board of Directors and meet with the
outside auditors to discuss the results of the annual audit and
any related matters. These committees also receive and review
all the reports and findings and other information presented to
them by the Corporation's and the Bank's officers regarding
financial reporting policies and practices. The Corporation's
Audit Committee and the Bank's Audit Committee met two times
during fiscal 1998.

The Bank's Compensation and Personnel Committee also serves
as the Compensation and Personnel Committee for the Corporation,
and consists of Directors Brogan (Chairman), Hollister, Mackey,
Reutter and Thompson. This committee meets periodically to
review the performance of the Corporation's and the Bank's
Executive Officers and to recommend compensation and benefit
programs. The Compensation and Personnel Committee met one time
during fiscal 1998.

The Corporation's Nominating Committee comprised of the full
Board of Directors recommends nominees for election to the Board
of Directors. During 1998, this committee met one time to make
the nomination for election set forth herein.

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EXECUTIVE COMPENSATION
- ----------------------------------------------------------------

COMPENSATION SUMMARY

The following table sets forth all cash and noncash compen-
sation for each of the last three fiscal years awarded to or
earned by (i) the Chief Executive Officer, and (ii) the other
executive officers of the Corporation or the Bank whose salary
and bonus earned in 1998 exceeded $100,000 for services rendered
in all capacities to the Corporation and its subsidiaries.

ANNUAL COMPENSATION
-------------------------------
NAME AND FISCAL OTHER ANNUAL LONG-TERM ALL OTHER
PRINCIPAL POSITION YEAR SALARY(1) BONUS COMPENSATION COMPENSATION COMPENSATION(2)
- ----------------- ------ -------- ----- ------------- ------------ ---------------

Robert H. Becker 1998 $ 292,600 $106,400 $ -- $ -- $ 12,466
President and Chief 1997 266,000 90,343 -- -- 18,310
Executive Officer 1996 253,000 80,596 -- -- 15,144

John W. Abbott 1998 174,000 49,500 -- -- 6,400
Executive Vice 1997 165,000 42,066 -- -- 12,121
President and Chief 1996 155,000 37,776 -- -- 10,720
Operating Officer

Carl C. Farrar (3) 1998 111,250 36,240 -- -- 2,950
Senior Vice President 1997 120,800 30,989 -- -- 11,609
Chief Lending Officer 1996 114,000 27,876 -- -- 10,139
of the Bank

Jack G. Nimphie 1998 97,500 18,500 -- -- 4,640
Senior Vice President 1997 92,500 16,248 -- -- 8,352
Director of Operations 1996 87,500 14,763 -- -- 7,309
of the Bank

<FN>
______________________
(1) Does not include perquisites which in the aggregate do not
exceed 10% of the cash compensation of the named executive
officers.
(2) For 1998, includes funds contributed by the Bank to each
individual's account under the deferred savings 401(k) plans
and, in the case of Mr. Becker, an additional $6,066 in
automobile expenses. For 1997, includes funds contributed
by the Bank to each individual's account under the deferred
savings 401(k) plan and, in the case of Mr. Becker, an
additional $6,755 in automobile expenses. For 1997,
includes contributions to ESOP in the following amounts for
payments of shares allocated to the following individuals:
$8,355 for Mr. Becker; $8,355 for Mr. Abbott; $7,924 for
Mr. Farrar; and $5,679 for Mr. Nimphie. For 1996, includes
contributions to ESOP in the following amounts for payment
of shares allocated to the following individuals: $4,720
for Mr. Becker; $4,720 for Mr. Abbott; $4,464 for Mr.
Farrar; and $3,218 for Mr. Nimphie. Information regarding
contributions to the ESOP for 1998 on behalf of these
individuals was not available as of the date of this Proxy
Statement and will be reported in next year's Proxy
Statement.
(3) Mr. Farrar terminated employment with the Bank effective
July 1998.

</FN>

OPTION/SAR EXERCISES AND YEAR-END VALUES

The following table sets forth information concerning
exercises of options during the year ended December 31, 1998, by
the named executive officers, as well as the value of options
held by such persons at the end of the fiscal year. No options
were granted during the year ended December 31, 1998 and no SARs
were outstanding at December 31, 1998.

NUMBER OF SECURITES VALUE OF
UNDERLYING UNEXERCISED UNEXERCISED
OPTIONS/SARS AT FISCAL IN-THE-MONEY
SHARES ACQUIRED VALUE YEAR-END OPTIONS/SARS AT
NAME ON EXERCISE REALIZED (EXERCISABLE) FISCAL YEAR-END
- ---- --------------- -------- ------------------- ---------------

Robert H. Becker 3,300 $ 67,320 (4) 102,584 $2,285,572 (1)(3)

John W. Abbott -- -- 82,017 1,827,339 (1)(3)

Jack G. Nimphie 5,000 105,750 (5) 42,748 (6) 418,641 (1)
335,172 (2)

Carl C. Farrar 3,841 57,231 (7) -- --

<FN>
____________
(1) Exercisable.
(2) Unexercisable.
(3) Represents market price per share at end of year ($24.38 on
December 31, 1998) less average option exercise price per
share ($2.10).
(4) Represents difference between exercise price per share
($2.10) and market price per share on date of exercise
($22.50).
(5) Represents difference between an exercise price of $2.10 per
share and a market price share on the date of exercise of
$23.25.
(6) Mr. Nimphie has options for 18,790 shares which are
exercisable at an exercise price of $2.10 per share and
options for 23,958 shares which are unexercisable and have
an exercise price of $10.39 per share.
(7) Represents difference between an exercise price per share of
$7.41 and a market price per share on the date of exercise
of $22.31.

</FN>

EMPLOYMENT AGREEMENTS

Effective upon Capitol Federal's conversion from mutual to
stock form on June 29, 1990, the Bank and Robert H. Becker and
John W. Abbott entered into employment agreements, each for
terms of three years with specified annual base salaries. These
agreements provide (i) that at each anniversary date of their
commencement the Board of Directors may act to approve one-year
extensions, (ii) for a salary review by the Board of Directors
not less often than annually, and (iii) for the inclusion of the
named individuals in any discretionary bonus plans, customary
fringe benefits and for vacation and sick leave. Messrs.
Becker's and Abbott's annual base salaries at December 31, 1998,
were $292,600 and $174,000, respectively. Each agreement will
be terminated upon death, and will be terminable by Community
First for "just cause" as defined in the agreement. If
Community First terminates one of these employees without just
cause, the employee will be entitled to a continuation of his
salary and benefits up to the date of termination of the term of
the agreement. Each employee will be able to terminate his
agreement by providing 60 days' written notice to the Board of
Directors.

The employment agreements contain provisions stating that in
the event of the voluntary or involuntary termination of
employment in connection with, or within one year after, any
change in control of the Corporation or the Bank not approved in
advance by the vote of two-thirds of the full Boards of
Directors of the Corporation or the Bank, the employee will be
paid within 30 days of such termination a sum equal to 2.99
times the average annual compensation he received during the
five-year period immediately prior to the date of change in
control. "Control" generally refers to the acquisition by any
person or entity of the ownership or power to vote more than 25%
of the Corporation's or the Bank's stock, the control of the
election of a majority of Directors or the exercise of a
controlling influence over the management or policies of the
Corporation and the Bank. The agreements also provide for a
similar lump sum payment to be made to Mr. Becker or Mr. Abbott
in the event of his voluntary termination of employment upon the
occurrence, or within 60 days thereafter, of certain specified
events following any change in control, whether approved by the
Board of Directors or otherwise, including (i) requiring the
employee to move his personal residence or perform his principal
executive functions more than 35 miles from the Bank's current
principal office, (ii) requiring the employee to report to a
person or persons other than the Board of Directors or
President, respectively, of the Corporation or the Bank, (iii)
the failure to maintain existing employee benefit plans,
including material vacation, fringe benefits, stock option and
retirement plans; (iv) assigning duties and responsibilities to
the employee which are other than those normally associated with
his position with Community First; (v) a material diminution of
his authority and responsibility; and for Mr. Becker (vi)
failure to elect him to the Board of Directors. The aggregate
payments that would be made to Messrs. Becker and Abbott
assuming the termination of employment under the foregoing
circumstances at December 31, 1998 would have been approximately
$948,923 and $552,658, respectively.

DIRECTORS' COMPENSATION

Each non-employee member of the Boards of Directors of the
Corporation and the Bank receives a fee of $10,800 annually,
except the President and Chief Executive Officer, who does not
receive any director's fees, and the Chairman of the Board, who
receives $31,200 annually. In addition, each director, except
the President and Chief Executive Officer, receives a fee of
$400 per meeting attended (the Board met 10 times in 1998). The
Chairman of each committee, except the Executive Committee,
receives a fee of $1,200 annually. Directors of the Corporation
and the Bank receive one fee for serving as directors of both
entities, plus applicable committee chairman fees.

COMPENSATION AND PERSONNEL COMMITTEE REPORT ON EXECUTIVE
COMPENSATION

GENERAL. The function of administering the Corporation's
and Community First's Executive Compensation Policies is
currently performed by the Compensation and Personnel Committee
of the Board of Directors of Community First which is composed
of five directors. The Committee is responsible for developing
and making recommendations to the Board concerning compensation
paid to the executive officers and for administering all aspects
of the Corporation's and Community First's Executive
Compensation Program including employee benefit plans. It is
the responsibility of this Committee to develop and make
recommendations to the Board concerning compensation paid to the
Chief Executive Officer.

The Committee makes its recommendations to the Board
concerning executive compensation on the basis of its annual
review and evaluation of the Corporation's corporate
performance, and the compensation of its executive officers as
compared with other savings and loan holding companies similar
in size and market capitalization. To assist in this review,
the Committee obtains survey data prepared by independent
compensation consulting firms.

EXECUTIVE COMPENSATION PROGRAM. The Corporation's and
Community First's Executive Compensation Program which was
developed with the objective of attracting and retaining highly
qualified and motivated executives and recognizing and rewarding
outstanding performance has the following components: (i) base
salaries, (ii) stock options, (iii) a management incentive
compensation plan and (iv) miscellaneous other fringe benefits.

MANAGEMENT'S ROLE AND THE BUSINESS PLAN. The Administrative
Committee of the Bank, which consists of its executive officers,
annually develops a Business Plan. The Plan includes
objectives, goals and strategies which management intends to
achieve over a one- to three-year period. The Plan is reviewed
and updated annually and approved by the Board of Directors of
the Bank. Each objective, goal and strategy is assigned to a
member of the

Administrative Committee. The goals, objectives and strategies
may be monetary or non-monetary in nature. The Chief Executive
Officer has the overall responsibility for the successful
implementation of the Plan.

COMPENSATION OF CHIEF EXECUTIVE OFFICER. Compensation for
the Chief Executive Officer is based on the Compensation and
Personnel Committee's evaluation of Management's successful
implementation of the Business Plan. Their evaluation also
takes into consideration events and general economic trends that
are outside management's control and the level of compensation
of other thrift chief executive officers in the same geographic
area, the Midwest, managing institutions with assets sizes of
between $500 million and $1 billion, some of which are included
in the peer line of the stock performance graph below. In 1998,
the Committee reviewed reports from Ben E. Cole Financial, Inc.
and the SNL Executive Compensation Review. These reports, which
were analyzed by the Committee, included comprehensive financial
performance comparisons of the Bank relative to those of peer
group thrift institutions and commercial banks throughout the
country. The Committee also reviewed the information in the
reports relating to compensation levels and practices of its
peer institutions relative to the Bank's compensation levels for
its senior executive officers. The SNL Report reflects that Mr.
Becker's compensation is comparable with that paid to chief
executive officers of thrifts with assets of $500 million to $1
billion nationwide and is comparable to Chief Executive Officers
of a selected peer group of 40 Thrifts. The Committee also
considered the three recommendations in the Cole Report, as
described below.

Given the findings of the reports and the Bank's record
improvement in profitability, accompanied by a steady rise in
assets, the Cole Report recommended: (i) the Board raise Mr.
Becker's base salary to keep pace with the growth of banks of
similar size; (ii) the Board provide for a CEO cash bonus award
opportunity based on Board-approved, predetermined quantitative
objectives; and (iii) the Board consider including stock awards
in competitive amounts on an annual basis, and that the awards
be related to the achievement of Board and shareholder strategic
goals. It is the Compensation and Personnel Committee's intent
to maintain compensation levels comparable to compensation
levels of chief executive officers of the Bank's peer group.

COMPENSATION OF OTHER EXECUTIVE OFFICERS. The Chief
Executive Officer determines the base salary compensation paid
to other members of the Administrative Committee, after review
with the Compensation and Personnel Committee. The determina-
tion is discretionary based on his evaluation of each Admini-
strative Committee member's contribution to the implementation
of the Business Plan, general trends and events outside the
control of each member of the Committee and independent studies
of compensation levels of similar positions in other financial
institutions. Bonuses were paid in 1998 based on the Management
Incentive Compensation Plan which evaluates the Corporation's
performance as measured by "Return on Average Equity" and
"Return on Average Assets" in comparison to other
publicly-traded thrifts and thrift holding companies, national-
ly, with assets between $500 million and $1 billion, as
published by the SNL Securities Thrift Performance Report.

David H. Brogan (Chairman) Cecil Mackey
William C. Hollister J. Paul Thompson, Jr.
James L. Reutter

Members of the Compensation and Personnel Committee

STOCK PERFORMANCE

The graph and table which follow show the cumulative total
return on the Common Stock of the Corporation since December 31,
1993, compared with the cumulative total return of other
publicly traded financial institutions and financial institution
holding companies (the "Industry Index") and The Nasdaq Stock
Market Index (the "Market Index") over the same period. Cumula-
tive total return on the stock or the index equals the total
increase in value since December 31, 1993, assuming reinvestment
of all dividends paid on the stock or the index, respectively.
The graph and table were prepared assuming $100 was invested on
December 31, 1993, in the Common Stock of the Corporation and in
the indexes.

CUMULATIVE TOTAL STOCKHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDEXES

[Line graph appears here depicting the cumulative total
shareholder return of $100 invested in the Common Stock as
compared to $100 invested in all companies whose equity
securities are traded on the NASDAQ Stock Market and banking
companies traded on the NASDAQ market. Line graph plots the
cumulative total return from December 31, 1993 to December 31,
1998. Plot points are provided below.]

12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
----------------------------------------------------------------

CFSB Bancorp, Inc. 100 101 143 146 332 346
NASDAQ Bank Stocks 100 100 148 196 328 325
NASDAQ Stock Market - U.S. 100 98 138 170 209 293

- ----------------------------------------------------------------
TRANSACTIONS WITH MANAGEMENT
- ----------------------------------------------------------------

Community First Bank has a policy of offering loans to
officers and employees on terms substantially equivalent to
those offered to the public, although the Bank's policy does
allow the Bank to waive the payment of the one (1%) percent
discount point for mortgage loans on their primary residence,
and allows a rate to be offered which is 1/2% below the stated
rate on consumer and home equity loans. It also allows the Bank
to waive certain loan origination fees.

- ----------------------------------------------------------------
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
- ----------------------------------------------------------------

KPMG LLP was the Corporation's independent auditing firm for
the 1998 fiscal year. A representative of KPMG LLP is expected
to be present at the Annual Meeting to respond to stockholders'
questions and will have the opportunity to make a statement if
he or she so desires.

- ----------------------------------------------------------------
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- ----------------------------------------------------------------

Pursuant to regulations promulgated under the Exchange Act,
the Company's officers and directors and all persons who own
more than ten percent of the Common Stock ("Reporting Persons")
are required to file reports detailing their ownership and
changes of ownership in the Common Stock and to furnish the
Company with copies of all such ownership reports that are
filed. Based solely on the Company's review of the copies of
such ownership reports which it has received in the past fiscal
year or with respect to the past fiscal year, or written
representations from such persons that no annual report of
changes in beneficial ownership were required, the Company
believes during fiscal year 1998 and prior fiscal years all
Reporting Persons have complied with these reporting
requirements.

- ----------------------------------------------------------------
OTHER MATTERS
- ----------------------------------------------------------------

The Board of Directors is not aware of any business to come
before the Annual Meeting other than those matters described
above in this Proxy Statement. However, if any other matters
should properly come before the Annual Meeting, it is intended
proxies in the accompanying form will be voted in respect
thereof in accordance with the determination of a majority of
the Board of Directors.

- ----------------------------------------------------------------
MISCELLANEOUS
- ----------------------------------------------------------------

The cost of soliciting proxies will be borne by the
Corporation. The Corporation will reimburse brokerage firms and
other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy materials to the
beneficial owners of Common Stock. In addition to solicitations
by mail, directors, officers and regular employees of the
Corporation may solicit proxies personally or by telegraph or
telephone without additional compensation.

The Corporation's 1998 Annual Report to Stockholders,
including financial statements, has been mailed to all
stockholders of record as of the close of business on February
26, 1999. Any stockholder who has not received a copy of
such Annual Report may obtain a copy by writing to the Secretary
of the Corporation. Such Annual Report is not to be treated as
a part of the proxy solicitation material or as having been
incorporated herein by reference.

THE CORPORATION IS REQUIRED TO FILE AN ANNUAL REPORT ON FORM
10-K FOR THE YEAR ENDED DECEMBER 31, 1998, WITH THE SECURITIES
AND EXCHANGE COMMISSION. STOCKHOLDERS OF RECORD AS OF FEBRUARY
26, 1999, MAY OBTAIN, WITHOUT CHARGE, A COPY OF SUCH REPORT UPON
WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION, 112 EAST
ALLEGAN STREET, LANSING, MICHIGAN 48933.

- ----------------------------------------------------------------
STOCKHOLDER PROPOSALS
- ----------------------------------------------------------------

In order to be eligible for inclusion in the Corporation's
proxy materials for next year's Annual Meeting of Stockholders,
any stockholder proposal to take action at such meeting must be
received at the Corporation's office at 112 East Allegan Street,
Lansing, Michigan 48933, no later than November 19, 1999. Any
such proposals shall be subject to the requirements of the proxy
rules adopted under the Securities Exchange Act of 1934.

Stockholder proposals to be considered at the Annual Meeting,
other than those submitted pursuant to the Exchange Act, must be
stated in writing, delivered or mailed to the Secretary of the
Corporation, not less than thirty days nor more than sixty days
prior to the date of the Annual Meeting. If less than forty
days notice is given to stockholders, such notice shall be
delivered or mailed to the Secretary not later than the close of
business on the tenth day following the day on which notice of
the meeting was mailed to stockholders.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ John W. Abbott

John W. Abbott
Executive Vice President, Chief
Operating Officer and Secretary

Lansing, Michigan
March 19, 1999

REVOCABLE PROXY

CFSB BANCORP, INC.
LANSING, MICHIGAN

-----------------------------------
ANNUAL MEETING OF STOCKHOLDERS
APRIL 20, 1999
-----------------------------------

The undersigned hereby appoints David H. Brogan, William C.
Hollister and J. Paul Thompson, Jr. with full powers of
substitution to act, as attorneys and proxies for the
undersigned, to vote all shares of Common Stock of CFSB Bancorp,
Inc. which the undersigned is entitled to vote at the Annual
Meeting of Stockholders to be held at the Sheraton Lansing
Hotel, 925 South Creyts Road, Lansing, Michigan on Tuesday,
April 20, 1999 at 11:00 a.m., local time, and at any and all
adjournments thereof, as indicated below and in accordance with
the determination of a majority of the Board of Directors with
respect to other matters which come before the Annual Meeting.

VOTE
FOR WITHHELD
--- --------

I. The election as director of the
nominee listed below (except as
marked to the contrary below).

James L. Reutter [ ] [ ]

INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL
NOMINEE, INSERT THAT NOMINEE'S NAME ON THE LINE
PROVIDED BELOW.

_______________________________

The Board of Directors recommends a vote "FOR" the election
of listed nominee.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT, IF NO INSTRUCTIONS
ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE LISTED
NOMINEES. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL
MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN ACCORDANCE WITH THE DETERMINATION OF A MAJORITY OF THE
BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL
MEETING. THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON THE
HOLDERS THEREOF TO VOTE WITH RESPECT TO THE ELECTION OF ANY
PERSON AS DIRECTOR WHERE THE NOMINEE IS UNABLE TO SERVE OR FOR
GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF
THE ANNUAL MEETING.

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

Should the undersigned be present and elect to vote at the
Annual Meeting or at any adjournment thereof and after
notification to the Secretary of the Corporation at the Annual
Meeting of the stockholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed
terminated and of no further force and effect. The undersigned
hereby revokes any and all proxies heretofore given with respect
to the shares of Common Stock held of record by the undersigned.

The undersigned acknowledges receipt from the Corporation
prior to the execution of this proxy of a Notice of Annual
Meeting, a Proxy Statement and an Annual Report.

Dated: ______________________, 1999

__________________________ __________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER

__________________________ __________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER

Please sign exactly as your name appears on the envelope in
which this card was mailed. When signing as attorney, executor,
administrator, trustee or guardian, please give your full title.
If shares are held jointly, each holder should sign.

IF YOU ARE PLANNING TO ATTEND THE ANNUAL MEETING PLEASE CHECK
THIS BOX [ ]

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.