Exhibit 10(iii) - Amendment dated May 23, 2000 to the MAF Bancorp, Inc. 1990
                   Incentive Stock Option Plan, as amended.


                                                                 Exhibit 10(iii)


                           CERTIFICATE OF RESOLUTION


     I, Carolyn Pihera, do hereby certify that I am the duly elected and acting
Secretary of MAF Bancorp, Inc. and that the following is a true and correct copy
of certain Resolutions adopted by the Board of Directors of said Company at
their regular meeting held May 23, 2000, at which meeting a quorum of the
members of said Board were present and acting throughout:

     WHEREAS, the definition of Fair Market Value in the Company's stock option
plans determines the methodology under which the exercise price of stock option
grants is determined; and

     WHEREAS, the definition of Fair Market Value in the Company's 1990
Incentive Stock Option Plan (the "Incentive Plan") and 1993 Amended and Restated
Premium Price Stock Option Plan (the "Premium Plan") is not the same as the
definition contained in the MAF Bancorp, Inc. 2000 Stock Option Plan (the "2000
Option Plan"); and

     WHEREAS, the Company desires to conform the definition of Fair Market Value
in each of its stock option plans;

     NOW THEREFORE BE IT HEREBY RESOLVED, that the definition of Fair Market
Value contained in the Incentive Plan and the Premium  Plan is hereby amended to
read as follows:

     "Fair Market Value" means the average of the highest and lowest trade
prices of   the Stock as reported by the Nasdaq Stock Market on a particular
date.  In the   event that there are no Stock transactions on such date, the
Fair Market Value   shall  be determined as of the immediately preceding date on
which there were Stock transactions.

     I do further certify that the foregoing Resolutions have not been altered
or amended, but remain in force and effect.

     IN WITNESS WHEREOF, I have executed this Certificate and affixed the
Company's seal this 31st day of May, 2000.


MAF BANCORP, INC.


/s/ Carolyn Pihera
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Carolyn Pihera, Corporate Secretary