1
Registration No. 33-________

As filed with the Securities and Exchange Commission on July 14, 1997
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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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ST. PAUL BANCORP, INC.
(Exact name of issuer as specified in its charter)

DELAWARE 36-3504665
(State of Incorporation) (I.R.S. Employer Identification No.)

6700 WEST NORTH AVENUE
CHICAGO, ILLINOIS 60707
(Address of principal executive offices, including zip code)

ST. PAUL BANCORP, INC.
EMPLOYEE INCENTIVE PLAN
(Full title of the plan)

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

CLIFFORD M. SLADNICK, ESQ.
SENIOR VICE PRESIDENT,
GENERAL COUNSEL AND
CORPORATE SECRETARY
ST. PAUL BANCORP, INC.
6700 WEST NORTH AVENUE
CHICAGO, ILLINOIS 60707
(Name and address of agent for service)

(773) 622-5000
(Telephone number, including area code, of agent for service)

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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------

Proposed maximum
Title of securities Amount to be Proposed maximum aggregate offering Amount of
to be registered registered(1) offering price per share(2) price(2) registration fee
- -------------------- ------------- --------------------------- ------------------ ----------------

Common Stock, par
value $.01 per share 275,000 $33.50 $9,212,500 $2,791.67

- --------------------------------------------------------------------------------
(1) Represents the maximum number of shares issuable under the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) based upon the aggregate of the average of the high
and low sales prices for the Common Stock reported on the National Association
of Securities Dealers Automated Quotation National Market System as of July 9,
1997.
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PART I

INFORMATION REQUIRED IN THE SECTION 10(A)

PROSPECTUS

Note: The documents containing the information required by
this section will be given to employees participating in the
St. Paul Bancorp, Inc. Employee Incentive Plan (the "Plan") and
are not required to be filed with the Commission as a part of
the Registration Statement or as an Exhibit.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents of the Registrant filed or to be filed
with the Commission are incorporated herein by reference:

(a) The Registrant's Annual Report on Form 10-K for
the year ended December 31, 1996 (File No. 0-15580).

(b) The Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997.

(d) All reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934 since December 31, 1996.

(e) The description of the Common Stock, par value
$.01 per share, of the Registrant contained in the
Registrant's Registration Statement on Form 8-A (File No.
0-15580) filed with the Commission on April 8, 1987 and
Registration Statement on Form 8-A (File No. 0-15580)
filed with the Commission on October 30, 1992, and all
amendments and reports filed by the Registrant for the
purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 prior to the filing of a post-effective amendment to the
Registration Statement relating to the Common Stock offered hereby
which indicates that all such Common Stock has been sold, or which
deregisters all such Common Stock remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

(a) Section 145 of the Delaware General Corporation Law is set forth as
Exhibit 99.1 to this Registration Statement and is incorporated
herein by reference.

(b) Section 102(b)(7) of the Delaware General Corporation Law, as
amended, provides that the certificate of incorporation of a
Delaware corporation may include:

"(7) A provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that
such provision shall not eliminate or limit the liability of a
director: (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders; (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under section 174 of this Title; or (iv) for
any transaction from which the director derived an improper personal
benefit. No such provision shall eliminate or limit the liability of
a director for any act or omission occurring prior to the date when
such provision becomes effective. All references in this paragraph to
a director shall also be deemed to refer (x) to a member of the
governing body of a corporation which is not authorized to issue
capital stock, and (y) to such other person or persons, if any, who,
pursuant to a provision of the certificate of incorporation in
accordance with subsection (a) of Section 141 of this title, exercise
or perform any of the powers or duties otherwise conferred or imposed
upon the board of directors by this title."

"No director shall be personally liable to the Corporation or its
shareholders for monetary damages for any breach of fiduciary
duty by such director as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or its
shareholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the General Corporation Law of Delaware for
approval of an unlawful dividend or an unlawful stock purchase or
redemption, or (iv) for any transaction from which the director
derived an improper personal benefit. Any repeal or modification of
this paragraph by the shareholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on
the personal liability of a director of the Corporation for acts or
omissions occurring prior to the effective date of such repeal or
modification."

(d) Article IX of the Registrant's Bylaws provides:

"Section 1. Power to Indemnify in Actions, Suits or
Proceedings Other Than Those by or in the Right of the Corporation.
Subject to Section 3 of this Article IX, the Corporation shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, and any appeal therein, whether civil, criminal,
administrative, arbitrative or investigative (other than an action by
or in the right of the Corporation) by reason of the fact that he is
or was a director, officer, trustee, employee or agent of the
Corporation, or is or was serving at the request of the Corporation
as a director, officer, trustee, employee or agent of another
corporation, association, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments,
fines, penalties and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding, and any appeal therein, if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding, and
any appeal therein, by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.

Section 2. Power to Indemnify in Actions, Suits or
Proceedings by or in the Right of the Corporation. Subject to
Section 3 of this Article IX, the Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, trustee, employee
or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against amounts paid in settlement and expenses
(including attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit,
if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation;
provided, however, that no indemnification shall be made against
expenses in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the Corporation or
against amounts paid in settlement unless and only to the extent that
there is a determination (as set forth in Section 3 of this Article
IX) that despite the adjudication of liability or the settlement, but

in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses or amounts
paid in settlement.

Section 3. Authorization of Indemnification. Any
indemnification under this Article IX (unless ordered by a Court)
shall be made by the Corporation only as authorized in the specific
case upon a determination that indemnification of the director,
officer, trustee, employee or agent is proper in the circumstances
because such director, officer, trustee, employee or agent has met
the applicable standard of conduct set forth in Section 1 or Section
2 of this Article IX and, if applicable, is fairly and reasonably
entitled to indemnity as set forth in the proviso in Section 2 of
this Article IX, as the case may be. Such determination shall be
made (i) by board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding, (ii) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (iii) by the
shareholders. To the extent, however, that a director, officer,
trustee, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding
described above, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith,
without the necessity of authorization in the specific case. No
director, officer, trustee, employee or agent of the Corporation
shall be entitled to indemnification in connection with any action,
suit or proceeding voluntarily initiated by such person unless the
action, suit or proceeding was authorized by a majority of the entire
board of directors.

Section 4. Good Faith Defined. For purposes of any
determination under Section 3 of this Article IX, a person shall be
deemed to have acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Corporation, or, with respect to any criminal action or proceeding,
to have had no reasonable cause to believe his conduct was unlawful,
if his action is based on the records or books of account of the
Corporation or another enterprise, or an information supplied to him
by the officers of the Corporation or another enterprise in the
course of their duties, or on the advice of legal counsel for the
Corporation or another enterprise or on information or records given
or reports made to the Corporation or another enterprise by an
independent certified public accountant or by an appraiser or other
expert selected with reasonable care by the Corporation or another
enterprise. The term "another enterprise" as used in this Section 4
shall mean any other corporation or any association, partnership,
joint venture, trust or other enterprise of which such person is or
was serving at the request of the Corporation as a director, officer,
trustee, employee or agent. The provisions of this Section 4 shall
not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the
applicable

standards of conduct set forth in Sections 1 or 2 of this Article
IX, as the case may be.

Section 5. Indemnification by a Court. Notwithstanding
any contrary determination in the specific case under Section 3 of
this Article IX, and notwithstanding the absence of any determination
thereunder, any director, officer, trustee, employee or agent may
apply to any court of competent jurisdiction in the State of Delaware
for indemnification to the extent otherwise permissible under
Sections 1 and 2 of this Article IX. The basis of such
indemnification by a court shall be a determination by such court
that indemnification of the director, officer, trustee, employee or
agent is proper in the circumstances because he has met the
applicable standards of conduct set forth in Sections 1 and 2 of this
Article IX, as the case may be. Notice of any application for
indemnification pursuant to this Section 5 shall be given to the
Corporation promptly upon the filing of such application.
Notwithstanding any of the foregoing, unless otherwise required by
law, no director, officer, trustee, employee or agent of the
Corporation shall be entitled to indemnification in connection with
any action, suit or proceeding voluntarily initiated by such person
unless the action, suit or proceeding was authorized by a majority
of the entire board of directors.

Section 6. Expenses Payable in Advance. Expenses
incurred in connection with a threatened or pending action, suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, trustee,
employee or agent to repay such amount if it shall be determined that
he is not entitled to be indemnified by the Corporation as authorized
in this Article IX.

Section 7. Contract, Non-exclusivity and Survival of
Indemnification. The indemnification provided by this Article IX
shall be deemed to be a contract between the Corporation and each
director, officer, employee and agent who serves in such capacity at
any time while this Article IX is in effect, and any repeal or
modification thereof shall not affect any rights or obligations then
existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or thereafter
brought based in whole or in part upon any such state of facts.
Further, the indemnification and advancement of expenses provided by
this Article IX shall not be deemed exclusive of any other rights to
which those seeking indemnification and advancement of expenses may
be entitled under any certificate of incorporation, bylaw, agreement,
contract, vote of shareholders or disinterested directors or pursuant
to the direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, it
being the policy of the Corporation that, subject to the limitation
in Section 3 of this Article IX concerning voluntary initiation of
actions, suits or

proceedings, indemnification of the persons specified in Sections 1
and 2 of this Article IX shall be made to the fullest extent
permitted by law. The provisions of this Article IX shall not be
deemed to preclude the indemnification of any person who is not
specified in Sections 1 or 2 of this Article IX but whom the
Corporation has the power or obligation to indemnify under the
provisions of the law of the State of Delaware. The indemnification
and advancement of expense provided by, or granted pursuant to, this
Article IX shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director,
officer, trustee, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such person.

Section 8. Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director,
officer, trustee, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer,
trustee, employee or agent of another corporation, association,
partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the power or the obligation to indemnify him
against such liability under the provisions of this Article IX.

Section 9. Meaning of "Corporation" for Purposes of
Article IX. For purposes of this Article IX, references to "the
Corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority
to indemnify its directors, officers and employees or agents, so that
any person who is or was a director, officer, employee or agent of
such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or
agent of another corporation, association, partnership, joint
venture, trust or other enterprise, shall stand in the same position
under the provisions of this Article IX with respect to the resulting
or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued."

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

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ITEM 8. EXHIBITS.

The following are filed as exhibits to this Registration Statement:

3.1 Certificate of Incorporation, as amended, of St. Paul Bancorp,
Inc. (incorporated herein by reference to Exhibit 3(a) to
Pre-Effective Amendment No. 2 to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-11890) filed on March
26, 1987).

3.2 Bylaws of St. Paul Bancorp, Inc., as amended (incorporated herein
by reference to Exhibit 3(ii) to Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1989; Exhibit
3(iv) to Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1992; and Exhibits 3(v), 3(vi) and 3(vii)
to Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 (File No. 0-15580)).

4.3 Specimen Form of Common Stock Certificate of the Registrant
(incorporated herein by reference to Exhibit 4.3 to
Post-Effective Amendment No. 2 on Form S-8 to the Registrant's
Registration Statement on Form S-1 (Registration No. 33-11890)
filed on October 29, 1987).

4.4 Rights Agreement dated as of October 26, 1992, between St. Paul
Bancorp, Inc. and the First National Bank of Boston, as Rights
Agent (incorporated herein by reference to Exhibit 1 to the
Registrant's Form 8-K (File No. 0-15580) dated October 26, 1992).

*5.1 Opinion of Clifford M. Sladnick, Esq.

*10.2 St. Paul Bancorp, Inc. Employee Incentive Plan.

*23.1 Consent of Clifford M. Sladnick, Esq. (included in his opinion
filed as Exhibit 5.1).

*23.2 Consent of Ernst & Young LLP.

*24.1 Power of Attorney (included on signature page to Registration
Statement).

99.1 Section 145 of the Delaware General Corporation Law (incorporated
herein by reference to Exhibit 99.1 of the Registrant's
Registration Statement on Form S-8 (Registration No. 33-60609)
filed on June 27, 1995).

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

* Filed herewith.

9
10

ITEM 9. UNDERTAKINGS.

(a) RULE 415 OFFERINGS.

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 to
include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 that remain unsold at the
termination of the offering.

(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENT BY REFERENCE.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 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.

(h) ACCELERATION OF EFFECTIVE DATE OR FILING OF REGISTRATION STATEMENT
ON FORM S-8.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.

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 the 14th day of July,
1997.

St. Paul Bancorp, Inc.

By: /s/ JOSEPH C. SCULLY
-----------------------------------
Joseph C. Scully, Chairman
and Chief Executive Officer

Each person whose signature appears below constitutes and appoints Joseph
C. Scully, Patrick J. Agnew and Clifford M. Sladnick his or her true and lawful
attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all 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, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in order to effectuate such registration
process, as fully to all intents and purposes as he or she might or could do in
person, thereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, or his or her 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 below on the 14th day of July, 1997, by
the following persons in the capacities indicated.

PRINCIPAL EXECUTIVE OFFICER:

/s/ JOSEPH C. SCULLY Director, Chairman of the Board and Chief
- -------------------- Executive Officer
Joseph C. Scully

PRINCIPAL FINANCIAL OFFICER:

/s/ ROBERT N. PARKE
- ------------------- Senior Vice President and Treasurer
Robert N. Parke

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/ PAUL C. GEAREN
- ------------------ Director
Paul C. Gearen

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

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

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

EXHIBIT INDEX

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

3.1 Certificate of Incorporation, as amended, of St. Paul Bancorp, Inc.
(incorporated herein by reference to Exhibit 3(a) to Pre-Effective
Amendment No. 2 to the Registrant's Registration Statement on Form S-1
(Registration No. 33-11890) filed on March 26, 1987).

3.2 Bylaws of St. Paul Bancorp, Inc., as amended (incorporated herein by
reference to Exhibit 3(ii) to Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1989; Exhibit 3(iv) to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992; and Exhibits 3(v), 3(vi) and 3(vii) to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1993
(File No. 0-15580)).

4.3 Specimen Form of Common Stock Certificate of the Registrant
(incorporated herein by reference to Exhibit 4.3 to Post-Effective
Amendment No. 2 on Form S-8 to the Registrant's Registration Statement
on Form S-1 (Registration No. 33-11890) filed on October 29, 1987).

4.4 Rights Agreement dated as of October 26, 1992, between St. Paul
Bancorp, Inc. and the First National Bank of Boston, as Rights Agent
(incorporated herein by reference to Exhibit 1 to the Registrant's
Form 8-K (File No. 0-15580) dated October 26, 1992).

*5.1 Opinion of Clifford M. Sladnick, Esq.

*10.2 St. Paul Bancorp, Inc. Employee Incentive Plan.

*23.1 Consent of Clifford M. Sladnick, Esq. (included in his opinion filed
as Exhibit 5.1).

*23.2 Consent of Ernst & Young LLP.

*24.1 Power of Attorney (included on signature page to Registration
Statement).

99.1 Section 145 of the Delaware General Corporation Law (incorporated
herein by reference to Exhibit 99.1 of the Registrant's Registration
Statement on Form S-8 (Registration No. 33-60609) filed on June 27,
1995).

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

* Filed herewith.