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ANNUAL REPORT ON FORM 10-K

Securities and Exchange Commission
Washington, D.C. 20549

Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended Dec. 31, 1998.
Commission File Number 0-15580

ST. PAUL BANCORP, INC.

Incorporated in the State of Delaware
IRS Employer Identification #36-3504665
Address: 6700 West North Avenue
Chicago, Illinois 60707
Telephone: (773) 622-5000

Securities registered pursuant to Section 12(g) of the Act: Common
Stock, Par Value $0.01; Preferred Stock Purchase Rights.

As of Jan. 29, 1999, St. Paul Bancorp, Inc. had 40,795,468
shares of common stock outstanding. The aggregate market value of
common stock held by non-affiliates as of Jan. 29, 1999, was
$846,192,222.(1)

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K X .
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Documents Incorporated By Reference:
PARTS I, II, III, AND IV:

Portions of the Annual Report to Shareholders for the fiscal
year ended Dec. 31, 1998.

PART III:

Portions of the definitive proxy statement for the 1999 Annual
Meeting of Shareholders. Notwithstanding anything to the contrary set
forth herein, the Report of the Organizational Planning and Stock
Option Committees on Executive Compensation and the Corporate
Performance Graph contained in the proxy statement shall not be
incorporated by reference.

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(1) Solely for the purpose of this calculation, all executive officers
and directors of the registrant are considered to be affiliated. Also included
are the shares held by various employee benefit plans where trustees are
directors of St. Paul Bancorp, Inc.

The information required by the following items are incorporated herein by
reference from portions of the registrant's Annual Report to Shareholders at
Exhibit 13 as follows:

Page Number
PART I at Exhibit 13
Item 1 Business -------------

General.................................................................19-21, 44-45, 71
Distribution of Assets, Liabilities and Stockholder's Equity;
Interest Rates and Interest Differential...........................................25-26
Investment Portfolio...........................................................39, 49-50
Loan Portfolio..................................................33-36, 38, 45, 50-52, 64
Summary of Loan Loss Experience............................................35-36, 45, 51
Deposits..........................................................................25, 54
Return on Equity and Assets...........................................................18
Short-Term Borrowings..........................................................39, 54-56

Item 2 Properties............................................................................71

Item 3 Legal Proceedings...................................................................none

Item 4 Submission of Matters to a Vote of
Security Holders....................................................................none

PART II

Item 5 Market for the Registrant's Common Equity and Related
Stockholder Matters......................................19, 23, 24, 34, 57-59, 70-73, 76

Item 6 Selected Financial Data................................................................18

Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................................19-39
Item 7a Quantitative and Qualitative Disclosure about
Market Risk ........................................................................37-38

Item 8 Financial Statements and Supplemental Data..........................................40-69

Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures.................................................none

PART III

Item 10 Directors and Executive Officers of the Registrant....................................74*

Item 11 Executive Compensation..................................................................*

Item 12 Security Ownership of Certain Beneficial Owners
and Management..........................................................................*

Item 13 Certain Relationships and Related Transactions..........................................*

PART IV

Item 14 Exhibits, Financial Statement Schedules and Reports
on Form 8-K.........................................................................72-73

* St. Paul Bancorp's definitive proxy statement for the 1999 Annual
Meeting of Shareholders is incorporated herein by reference, other than the
sections entitled "Report of the Organizational Planning and Stock Option
Committees on Executive Compensation" and "Comparative Performance Graph."

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on March 22, 1999 on its behalf by the undersigned thereunto duly
authorized.

St. Paul Bancorp, Inc. Joseph C. Scully Chairman and Chief Executive
Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on March 22, 1999, by the following
persons on behalf of the registrant and in the capacities indicated.

/s/JOSEPH C. SCULLY /s/ ALAN J. FREDIAN
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Chairman and Chief Executive Officer Director

/s/PATRICK J. AGNEW /s/ PAUL C. GEAREN
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President and Chief Operating Officer Director

/s/ROBERT N. PARKE /s/ KENNETH J. JAMES
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Senior Vice President and Treasurer Director
(principal financial officer)
/s/ JEAN C. MURRAY, O.P.
/s/PAUL J. DEVITT ----------------------------
----------------------------------------- Director
First Vice President and Controller
(principal accounting officer) /s/ANTHONY R. PASQUINELLI
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Director
/s/WILLIAM A. ANDERSON
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Director /s/JOHN J. VIERA
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Director
/s/JOHN W. CROGHAN
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Director

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EXHIBITS (c)

Financial Statements Filed Page
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St. Paul Bancorp, Inc.
Consolidated Financial Statements ............................................40
Notes to Consolidated Financial Statements ...................................44
Report of Independent Auditors ...............................................69

Schedules to the consolidated financial statements required by Article 9 of
Regulation S-X are omitted, since the required information is included in the
footnotes or is not applicable.
No reports on Form 8-K were filed during the last quarter of 1998.
The following Exhibit Index lists the Exhibits to Annual Report on Form 10-K.

EXHIBIT NUMBER 3
Certificate of Incorporation and Bylaws.
i Certificate of Incorporation (a).
ii Certificate of Amendment of Certificate of Incorporation of Registrant,
dated June 26, 1998.
iii Bylaws of Registrant, as amended (a).
iv Amendments to Bylaws of Registrant dated as of Dec. 18, 1989, July 18,
1992, Sept. 27, 1993, Oct. 25, 1993 and Feb. 28, 1994, respectively (a).
v Amendment to Bylaws of Registrant, dated June 22, 1998
EXHIBIT NUMBER 10
Material Contracts.
i Stock Option Plan, as amended (a)(b).
ii Amendment to Stock Option Plan dated May 13, 1992 (a)(b).
iii Amendment to Stock Option Plan dated May 4, 1994 (a)(b).
iv 1995 incentive Plan (a)(b).
v Amendment to 1995 incentive Plan dated May 6, 1998 (b).
vi Beverly Bancorporation Stock Option Plan (a)(b).
vii Beverly Bancorporation 1997 Long-Term Stock incentive Plan (a)(b).
viii Employment Agreements, dated as of Dec. 19, 1994, among St. Paul Bancorp,
inc., St. Paul Federal Bank For Savings and Joseph C. Scully and Patrick
J. Agnew, respectively (a)(b).
ix Amendments to Employment Agreements, dated as of May 22, 1995, among St.
Paul Bancorp, inc., St. Paul Federal Bank For Savings and Joseph C.
Scully and Patrick J. Agnew, respectively (a)(b).
x Amendments to Employment Agreements, dated as of Aug. 28, 1995, among St.
Paul Bancorp, inc., St. Paul Federal Bank For Savings and Joseph C.
Scully and Patrick J. Agnew, respectively (a)(b).
xi Amendments to Employment Agreements, dated as of Dec. 31, 1995, among St.
Paul Bancorp, inc., St. Paul Federal Bank For Savings and Joseph C.
Scully and Patrick J. Agnew, respectively (a)(b).
xii Severance Agreements, dated as of Dec. 21, 1992, among St. Paul Bancorp,
inc., St. Paul Federal Bank For Savings and Robert N. Parke, Thomas J.
Rinella, Donald G. Ross and Clifford M. Sladnick, respectively (a)(b).
xiii Amendments to Severance Agreements, dated as of Dec. 19, 1994, among St.
Paul Bancorp, inc., St. Paul Federal Bank For Savings and Robert N.
Parke, Thomas J. Rinella, Donald G. Ross and Clifford M. Sladnick,
respectively (a)(b).
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xiv Amendments to Severance Agreements, dated as of May 22, 1995, among St.
Paul Bancorp, inc., St. Paul Federal Bank For Savings and Robert N.
Parke, Thomas J. Rinella, Donald G. Ross and Clifford M. Sladnick,
respectively (a)(b).
xv Amendments to Severance Agreements, dated as of Aug. 28, 1995, among St.
Paul Bancorp, inc., St. Paul Federal Bank For Savings and Robert N.
Parke, Thomas J. Rinella, Donald G. Ross and Clifford M. Sladnick,
respectively (a)(b).
xvi St. Paul Federal Bank For Savings Deferred Compensation Trust Agreement,
dated April 21, 1987 (a)(b).
xvii First Amendment to Agreement in Trust, dated as of Dec. 31, 1989, by and
between St. Paul Federal Bank For Savings and Alan J. Fredian, Michael R.
Notaro and Faustin A. Pipal, as trustees (a)(b).
xviii St. Paul Federal Bank For Savings and St. Paul Bancorp, inc. Nonqualified
Retirement Plan for Directors, as amended and restated as of January 1,
1999 (b).
xix St. Paul Federal Bank For Savings Supplemental Retirement Plan and Excess
Benefit Plan as amended and restated as of January 1, 1999(b).
xx St. Paul Federal Bank For Savings Supplemental Retirement Trust as
amended and restated as of December 31, 1998 (b).
xxi St. Paul Bancorp, inc. and St. Paul Federal Bank For Savings Employee
Severance Compensation Plan, executed Dec. 20, 1993 (a)(b).
xxii First Amendment to St. Paul Bancorp, inc. and St. Paul Federal Bank For
Savings Employee Severance Compensation Plan, executed as of October 26,
1998 (b) .
xxiii Shareholders Right Plan, dated Oct. 26, 1992 (a).
xxiv indenture and First Supplemental indenture, dated Feb. 11, 1997, between
St. Paul Bancorp, inc. and Harris Trust and Savings Bank (a).
xxv indenture dated as of July 1, 1989 between St. Paul Federal Bank For
Savings and Bankers Trust Company, Trustee (a).
xxvi Revolving Loan Agreement, dated as of Sept. 15, 1995, between St. Paul
Bancorp, inc. and LaSalle National Bank (a).

(a) Exhibit has heretofore been filed with the Securities and Exchange
Commission and is incorporated herein by reference.
(b) Management contract or compensation plan or arrangement required to be
filed as an exhibit.
(c) Copies of the Exhibits will be furnished upon request and payment of the
Company's expenses in furnishing the Financial Statement Schedule and
Exhibits.

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EXHIBIT NUMBER 13 Portions of the 1998 Annual Report to Shareholders

EXHIBIT NUMBER 21 Subsidiaries of Registrant.

EXHIBIT NUMBER 23 Consent of Ernst & Young LLP
Consent of Grant Thornton LLP
Report of Independent Auditors Grant Thornton LLP

EXHIBIT NUMBER 27 Financial Data Schedule