Registration No. 333-_____
Filed October 29, 1997

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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Community Savings Bankshares, Inc.
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(Exact Name of Registrant as specified in its Articles of Incorporation)

United States 65-0780334
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(State of incorporation) (IRS Employer Identification No.)

660 U.S. Highway One
North Palm Beach, Florida 33408
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(Address of principal executive offices, including zip code)

1995 Stock Option Plan, as amended

(Full Title of the Plan)

James B. Pittard, Jr. Copies to:
President and Chief Executive Officer Philip R. Bevan, Esq.
Community Savings Bankshares, Inc. Elias, Matz, Tiernan & Herrick L.L.P.
660 U.S. Highway One 734 15th Street, N.W.
North Palm Beach, Florida 33408 Washington, D.C. 20005
(561) 881-2212 (202) 347-0300
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(Name, address and telephone number of
agent for service)

CALCULATION OF REGISTRATION FEE

Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee

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Common Stock, par
value $1.00 214,350 $11.40(3) $2,443,826.25(3) $ 740.55

Common Stock, par
value $1.00 17,616 $35.44(4) $ 624,267.00(4) 189.17
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Total 231,966(2) $3,068,093.25 $ 929.72
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(1) Represents shares of the common stock, $1.00 par value per share
("Common Stock"), of Community Savings Bankshares, Inc. (the "Company"
or "Registrant"), reserved for issuance pursuant to the Community
Savings, F. A. (the "Association") 1995 Stock Option Plan (the
"Plan").

(2) Represents shares currently reserved for issuance pursuant to the
Plan.

(3) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h) promulgated under
the Securities Act of 1933, as amended ("Securities Act"). The
Proposed Maximum Offering Price Per Share is equal to the weighted
average exercise price for options to purchase 214,350 shares of
Common Stock which have been granted under the Plan as of the date
hereof but not yet exercised.

(4) Estimated solely for the purposes of calculating the registration fee
in accordance with Rule 457(c) promulgated under the Securities Act.
The Proposed Maximum Offering Price Per Share for 17,616 shares for
which stock options have not been granted under the Plan is equal to
the average of the high and low sale price of the Common Stock of the
Company on October 27, 1997 on the Nasdaq National Market.

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This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. ss. 230.462.

PART I*

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:

(a) The Association's Annual Report on Form 10-K for the fiscal
year ended September 30, 1996 filed with the Office of Thrift
Supervision ("OTS") and included as Exhibit 13.1 hereto.

(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 filed with the OTS and included as Exhibit 13.2
hereto.

(c) The Association's Transition Report on Form 10-Q for the
period October 1, 1996 to December 31, 1996 filed with the OTS and
included as Exhibit 13.3 hereto.

(d) All reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange
Act"), since the end of the period covered by the Form 10-Q referred to
in clause (b) above.

(e) All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and
prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold.

Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein, or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

The Company's Common Stock is deemed registered under Section 12 of
the Exchange Act as successor issuer to the Association pursuant to the
provisions of Rule 12(g)(3) promulgated thereunder. The following information is
provided.

GENERAL. The Charter of the Company authorizes the issuance of capital
stock consisting of 20,000,000 shares of Company Common Stock and 10,000,000
shares of preferred stock ("Company Preferred Stock"). The Company Common Stock
represents non-withdrawable capital, is not an insurable type and is not insured
by the Federal Deposit Insurance Corporation.

In the future, the authorized but unissued and unreserved shares of
Common Stock and the authorized and unissued shares of Company Preferred Stock
will be available for general corporate purposes, including, but not limited to,
possible issuance as stock dividends or stock splits, in future mergers or
acquisitions, pursuant to stock compensations plans of the Company, or in future
private placements or public offerings. Except as otherwise may be required to
approve a merger or other transaction in which the additional authorized shares
of Common Stock or authorized shares of Company Preferred Stock would be issued
or as may then be required by the National Association of Securities Dealers,
Inc. for companies to have their equity securities quoted on the Nasdaq National
Market (or by any exchange on which the Company's capital stock may then be
listed), no shareholder approval is required for the issuance of additional
shares of capital stock of the Company.

COMPANY COMMON STOCK. Each share of Common Stock has the same relative
rights as, and is identical in all respects with, each other share of Common
Stock. Until such time as Company Preferred Stock with voting rights is issued,
if ever, the holders of shares of Common Stock will possess all rights,
including exclusive voting rights, pertaining to the capital stock of the
Company. Each share of Common Stock entitles the holder thereof to one vote on
all matters upon which shareholders have the right to vote. Shareholders of the
Company are not permitted to cumulate their votes for the election of directors
prior to October 24, 1999. The holders of Common Stock will be entitled to
dividends when, as and if declared by the Company's Board of Directors out of
funds legally available therefor.

Holders of shares of Common Stock will not be entitled to preemptive
rights with respect to any shares which may be issued. The Common Stock will not
be subject to call or redemption and, upon receipt by the Company of the full
purchase price therefor, each share of Common Stock will be fully paid and
non-assessable.

In the event of any liquidation or dissolution of the Company, the
holders of Common Stock will be entitled to receive, after payment or provision
for payment of all debts and liabilities of the Company, all assets of the
Company available for distribution, in cash or in kind. If Company Preferred
Stock should be issued, the holders thereof may have a priority over the holders
of Common Stock in the event of liquidation or dissolution.

COMPANY PREFERRED STOCK. The Board of Directors of the Company is
authorized to issue Company Preferred Stock in series and fix and state voting
powers, designations, preferences or other special rights of the shares of each
such series of Company Preferred Stock and the qualifications, limitations and
restrictions thereof. Company Preferred Stock may rank prior to Company Common
Stock as to dividend rights, liquidation preferences, or both, may have full or
limited voting rights, and may be convertible into Company Common Stock. The
holders of any class or series of Company Preferred Stock also may have the
right to vote separately as a class or series under the terms of such class or
series or as may be otherwise provided by federal law and regulations.

PAYMENT OF DIVIDENDS. It is currently unclear what limitations may
exist with respect to the Company's ability to make capital distributions since
regulations with respect to this matter have not been promulgated by the OTS,
the chartering authority of the Company.

BOARD OF DIRECTORS. The Company's Bylaws provide that if less than the
entire Board is to be removed, no one of the directors may be removed if the
votes cast against the removal would be sufficient to elect a director if then
cumulatively voted at an election of the class of directors of which such
director is a part.

ITEM. 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM. 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Board of Directors of the Company adopted the following resolution
in connection with the organization of the Company:

The Company shall indemnify its directors, its directors emeritus,
officers, and employees in accordance with the following requirements noting
that, in all cases, the references to the masculine gender include the feminine
as well:

(1) Definitions for purposes of this resolution.

(a) ACTION. Any judicial or administrative proceeding, or threatened
proceeding, whether civil, criminal, or otherwise, including any
appeal or other proceeding for review.

(b) COURT. Includes, without limitation, any court to which or in
which any appeal or any proceeding for review is brought.

(c) FINAL JUDGMENT. A judgment, decree, or order which is not
appealable or as to which the period for appeal has expired with
no appeal taken.

(d) SETTLEMENT. Includes entry of a judgment by consent or
confession or a plea of guilty or nolo contendere.

(2) References in this resolution to any individual or other person,
including the Company, shall include legal representatives, successors
and assigns thereof.

(3) Subject to paragraph (4) of this resolution, the Company shall indemnify
any person against whom an action is brought or threatened because that
person is or was a director, officer, or employee of the Company, for:

(a) Any amount for which that person becomes liable under a judgment
in such action; and

(b) Reasonable costs and expenses, including reasonable attorneys'
fees, actually paid or incurred by that person in defending or
settling such action, or in enforcing his rights under this
resolution if he attains a favorable judgement in such
enforcement action.

(4) Indemnification shall be made to such person under paragraph (3) only
if:

(a) Final judgment on the merits is in his favor; or

(b) In case of: (i) settlement, (ii) final judgment against him or
(iii) final judgment in his favor other than on the merits, if a
majority of the disinterested directors of the Company determine
that he was acting in good faith within the scope of his
employment or authority as he could reasonably

have perceived it under the circumstances and for a purpose he
could reasonably have believed under the circumstances was in
the best interests of the Company or its members. However, no
indemnification shall be made unless the Company gives the
Office of Thrift Supervision ("OTS") or its successor at least
60 days' notice of its intention to make such indemnification.
Such notice shall state the facts on which the action arose, the
terms of any settlement, and any disposition of the action by a
court. Such notice, a copy thereof, and a certified copy of the
resolution containing the required determination by the Board of
Directors shall be sent to the Regional Director, who shall
promptly acknowledge receipt thereof. The notice period shall
run from the date of such receipt. No such indemnification shall
be made if the OTS advises the Company in writing, within such
notice period, of its objection thereto.

(5) The Company may obtain insurance to protect it and its directors,
officers, and employees from potential losses arising from claims
against any of them for alleged wrongful acts, or wrongful acts
committed in their capacity as directors, officers or employees.
However, the Company may not obtain insurance which provides for payment
of losses of any person incurred as a consequence of his willful or
criminal misconduct.

(6) If a majority of the directors of the Company concludes that in
connection with an action, any person ultimately may become entitled to
indemnification under this resolution, the directors may authorize
payment of reasonable costs and expenses, including reasonable
attorneys' fees, arising from the defense or settlement of such action.
Nothing in this resolution shall prevent the directors of the Company
from imposing such conditions on a payment of expenses as they deem
warranted and in the interests of the Company. Before making advance
payment of expenses under this resolution, the Company shall obtain an
agreement that the Company will be repaid if the person on whose behalf
payment is made is later determined not to be entitled to such
indemnification.

(7) The Company shall not indemnify any person referred to in paragraph (3)
of this resolution or obtain insurance referred to in paragraph (5) of
this resolution other than in accordance with this resolution.

The foregoing resolution is consistent with the provisions of 12 C.F.R.
Section 545.121 promulgated by the OTS.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.

ITEM 8. EXHIBITS

The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):

No. Exhibit
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5 Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the securities

10.1 1995 Stock Option Plan

13.1 Annual Report on Form 10-K of Community Savings, F. A.
for the year ended September 30, 1996.

13.2 Quarterly report on Form 10-Q of Community Savings, F. A.
for the quarter ended June 30, 1997.

13.3 Transition Report on Form 10-Q of Community Savings, F.
A. for the period October 1, 1996 to December 31, 1996.

23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P.
(contained in the opinion included as Exhibit 5)

23.2 Consent of Deloitte & Touche LLP

24 Power of attorney for any subsequent amendments
(located in the signature pages of this Registration
Statement).

ITEM 9. UNDERTAKINGS.

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 (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement, and (iii) to include
any material information with respect to the plan of distribution not previously

disclosed in the Registration Statement or any material change in such
information in the Registration Statement; provided, however, that clauses (i)
and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

2. That, for the purpose of determining any liability under the
Securities Act, 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 which remain unsold at the termination of
the offering.

4. That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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.

5. Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities 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 North Palm Beach, Florida, on this 29 day of October 1997.

Community Savings Bankshares, Inc.

By: /s/ James B. Pittard, Jr.
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James B. Pittard, Jr.
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby makes, constitutes and appoints James B. Pittard, Jr. his or her true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any and
all amendments to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to any and all
amendments.

/s/ Forest C. Beaty, Jr. October 29, 1997
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Forest C. Beaty, Jr.
Director

/s/ Robert F. Cromwell October 29, 1997
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Robert F. Cromwell
Director

/s/ Karl D. Griffin October 29, 1997
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Karl D. Griffin
Director

/s/ James B. Pittard, Jr.
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James B. Pittard, Jr.
President, Chief Executive Officer and Director

/s/ Harold I. Stevenson October 29, 1997
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Harold I. Stevenson
Director

/s/ Frederick A. Teed October 29, 1997
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Frederick A. Teed
Director

/s/ Larry J. Baker October 29, 1997
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Larry J. Baker
Senior Vice President and Chief Financial Officer