As filed with the Securities and Exchange Commission
on October 5, 1994
Registration No. 33-_____

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

St. Paul Bancorp, Inc.
(Exact name of registrant as specified in its charter)

Delaware 36-3504665
-------- ----------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)

6700 West North Avenue, Chicago, Illinois 60635
----------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)

St. Paul Bancorp, Inc. Stock Option Plan
(Full title of the plan)

Clifford M. Sladnick, Esq.
St. Paul Bancorp, Inc.
6700 West North Avenue
Chicago, Illinois 60635
(Name and address of agent for service)

(312) 804-2282
(Telephone number, including area code, of agent for service)

Calculation of Registration Fee
- ----------------------------------------------------------------------------------------------------------
Proposed
Proposed maximum maximum
Title of securities Amount to be offering aggregate offering Amount of
to be registered registered price per share price registration fee
- ----------------------------------------------------------------------------------------------------------

Common Stock, par value
$.01 per share 175,000 $20.50(1) $3,587,500(1) $1,237.07
- ----------------------------------------------------------------------------------------------------------

(1) Estimated pursuant to Rule 457(h) under the Securities Act of 1933 as
of October 3, 1994 solely for the purpose of calculating the registration fee.
2

Pursuant to General Instruction E of Form S-8, the contents of St. Paul
Bancorp, Inc.'s Registration Statement on Form S-8 (Reg. No. 33-63746), as filed
with the Securities and Exchange Commission on June 2, 1993 and relating to
shares of St. Paul Bancorp, Inc. common stock offered pursuant to the St. Paul
Bancorp, Inc. Stock Option Plan (the "Plan"), are incorporated by reference
herein. This Registration Statement on Form S-8 is filed for the purpose of
registering additional shares of St. Paul Bancorp, Inc. common stock to be
offered pursuant to the Plan.

Item 8. Exhibits.
---------

Exhibit
Number Description
- ------ -----------

5 Opinion of Counsel

24 Consent of Ernst & Young LLP

SIGNATURES

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 the City of Chicago, State of Illinois, on October 5, 1994.

St. Paul Bancorp, Inc.

By: /s/ Joseph C. Scully
-----------------------
Joseph C. Scully
Chairman of the Board and
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signatures
appears below constitutes and appoints Joseph C. Scully and Patrick J. Agnew,
jointly and severally, each in his own capacity, his true and lawful
attorneys-in-fact, with full power of substitution, for him and his name, place
and stead, in any and all capacities, to sign any amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
their substitute or substitutes, 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 indicated on October 5, 1994.

PRINCIPAL EXECUTIVE OFFICER:

/s/ Joseph C. Scully Chairman of the Board and
- ---------------------- Chief Executive Officer
Joseph C. Scully

S-1
4

PRINCIPAL ACCOUNTING OFFICER:

/s/ Paul J. Devitt First Vice President and Controller
- ---------------------------------
Paul J. Devitt

And by a Majority of the
Board of Directors:

Name Title
- ---- -----

/s/ Patrick J. Agnew Director, President and Chief Operating
- ------------------------------ Officer
Patrick J. Agnew

/s/ William A. Anderson Director
- ----------------------------
William A. Anderson

/s/ John W. Croghan Director
- -----------------------------
John W. Croghan

/s/ Alan J. Fredian Director
- -------------------------------
Alan J. Fredian

/s/ Kenneth J. James Director
- ------------------------------
Kenneth J. James

S-2
5

/s/ Jean C. Murray, O.P. Director
- -----------------------------
Jean C. Murray, O.P.

/s/ Michael R. Notaro Director
- ------------------------------
Michael R. Notaro

/s/ John J. Viera Director
- --------------------------------
John J. Viera

/s/ James B. Wood Director
- -----------------------------
James B. Wood

S-3
6

EXHIBIT INDEX

Exhibit
Number Description
- ------ -----------

5 Opinion of Counsel

24 Consent of Ernst & Young LLP

S-4