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                                  SCHEDULE 14A
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                            SCHEDULE 14A INFORMATION
          PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


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                             ST. PAUL BANCORP, INC.
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                (Name of Registrant as Specified in Its Charter)

                              KEEFE MANAGERS, INC.
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    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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KEEFE MANAGERS, INC.

For Release: November 30, 1998

Contact:    Mr. Harry V. Keefe, Jr.
            Keefe Managers, Inc.
            Tel 212-754-2000
            Fax 212-754-5806


                    INVESTMENT MANAGER SUBMITS SHAREHOLDER
                        RESOLUTION TO ST. PAUL BANCORP


- --  DISTINGUISHED BANKING ANALYST PROPOSES THAT DIRECTORS SEEK SALE OR MERGER OF
    ST. PAUL BANCORP, INC.: CITIES POOR MANAGEMENT AND INCREASED COMPETITION --


New York, NY - November 30, 1998 - Harry V. Keefe, Jr., well-respected banking
analyst whose Keefe Managers' funds have achieved superior returns*, has
submitted a shareholder resolution proposing that St. Paul Bancorp (NASDAQ:
SPBC) seek a sale or a merger. This is Harry Keefe's first such resolution in
over 40 years as a banking analyst and investment manager.


Mr. Harry V. Keefe, Jr., Chairman and Chief Executive Officer of Keefe 
Managers, Inc., said, "St. Paul's Management has rarely earned a competitive 
return in the decade since the company became public. The Company achieved only 
a 1.5% compound core annual earnings growth between 1993 and 1997 (the banking 
industry's most lucrative years since the 1950's), excluding inflated earnings 
from releasing loss reserves. Management has not articulated a reasonable plan 
to increase shareholder value. Instead, Management has proposed temporarily 
eliminating incentive-based compensation and engaging in risky new endeavors 
such as entering the commercial banking business and purchasing mortgages 
wholesale. We believe management has also ignored multiple approaches from
several interested acquirers."


Mr. Keefe added, "Few thrifts have been successful in becoming commercial banks.
Further, new entrants to the Chicago market: Bank One, U.S. Bancorp, the new
Firstar, the new BankAmerica and TCF Financial will dramatically increase
competitive pressure on St. Paul Bancorp. Given increasing competition and the
Company's subpar performance, a sale or merger of St. Paul Bancorp and receipt
of a takeover premium is best for the shareholders."

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Keefe Managers, led by Chairman Harry Keefe, Jr., is an investment 
adviser/manager that focuses on financial stocks, and owns one million shares 
of St. Paul Bancorp in its various funds. Harry Keefe, Jr. was the founder of 
Keefe, Bruyette and Woods, an investment banking firm that services the banking
industry. He left Keefe, Bruyette and Woods in 1989 and founded Keefe Managers 
in 1991.

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*Ranked #1 for one and three year returns in a February 10, 1998 WALL STREET 
 JOURNAL survey