As Filed with the Securities and Exchange Commission on September 1, 2000

                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

                             CHESTER BANCORP, INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                         (State or other jurisdiction of
                         incorporation or organization)

                                   37-1359570
                      (I.R.S. Employer Identification No.)

                                1112 State Street
                             Chester, Illinois 62233
                                 (618) 826-5038
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                  Chester Bancorp, Inc. 1997 Stock Option Plan
                  Chester Bancorp, Inc. 2000 Stock Option Plan
                            (Full title of the Plans)

                                Michael W. Welge
                              Chester Bancorp, Inc.
                                1112 State Street
                             Chester, Illinois 62233
                                 (618) 826-5038
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        Copies of all correspondence to:
                               John M. Welge, Esq.
                                 Bryan Cave LLP
                             One Metropolitan Square
                         211 North Broadway, Suite 3600
                         St. Louis, Missouri 63102-2750
                                 (314) 259-2000

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=============================================================================================
<S>                     <C>              <C>                  <C>                <C>
Title of Each Class         Amount       Proposed Maximum     Proposed Maximum    Amount of
of Securities to be         to be         Offering Price         Aggregate       Registration
     Registered         Registered(1)      Per Unit(2)         Offering Price        Fee
=============================================================================================
  Common Stock, $0.01     268,212 shares     $16.78125         $4,500,932.63      $1,188.25
  par value per share
=============================================================================================
<FN>

(1)    This Registration  Statement also relates to such indeterminate number of
       additional  shares  as  may be  issuable  pursuant  to the  anti-dilution
       provisions  of the Chester  Bancorp,  Inc. 1997 Stock Option Plan and the
       Chester Bancorp, Inc. 2000 Stock Option Plan.

(2)    Pursuant to Rule 457(c) and Rule 457(h),  the proposed offering price and
       registration  fee have been calculated on the basis of the average of the
       high and low trading  prices for the Common Stock for the five day period
       ended  August 30, 2000, as reported on the Nasdaq Stock Market.

=============================================================================================
</FN>
</TABLE>

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.*

Item 2.           Registrant Information and Employee Plan Annual Information.*

                  *  Information  required by Part I of Form S-8 to be contained
in the Section 10(a) prospectus is omitted from this  registration  statement in
accordance with Rule 428 of the Securities Act of 1933, as amended, 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 by us with the  Securities and Exchange
Commission  (the  "Commission")  under the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated herein by reference:

                  1. Our Annual  Report on Form 10-K for the  fiscal  year ended
         December 31, 1999.

                  2. Our  Quarterly  Report on Form  10-Q for the  three  months
         ended March 31, 2000.

                  3. Our  Quarterly  Report on Form  10-Q for the  three  months
         ended June 30, 2000.

                  4. Our Current Report on Form 8-K filed on July 18, 2000.

                  5. Our  Registration  Statement on Form 8-A filed on August 8,
         1996,   registering  our  common  stock  under  Section  12(g)  of  the
         Securities and Exchange Act,  including any amendments or reports filed
         for  the  purpose  of  updating  such  description  (such  registration
         statement  incorporates by reference certain sections  contained in the
         Prospectus filed as part of our Registration  Statement on Form S-1, as
         amended (File No. 333-2470)).

         All documents  filed by us with the Securities and Exchange  Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
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 shall hereby be deemed to be  incorporated by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.  Any statement  contained  herein,  in an amendment
hereto,  or in a document  incorporated or deemed to be  incorporated  herein by
reference  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  incorporated  or deemed to be  incorporated
herein by reference,  which statement is also incorporated  herein by reference,
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.

                                       2
<PAGE>

Item 4.           Description of Securities.

         The  securities  to be offered are  registered  under Section 12 of the
Exchange Act.

Item 5.           Interests of Named Experts and Counsel.

         None.


Item 6.           Indemnification of Directors and Officers.

         Section  145  of  the  Delaware  General  Corporation  Law  sets  forth
circumstances  under  which  directors,  officers,  employees  and agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities as follows:

                  (a) A  corporation  may  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, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that the person is or was a  director,  officer,  employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person 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  the
person's conduct was unlawful. The termination of any action, suit or proceeding
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 the person 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 the
person's conduct was unlawful.

                  (b) A  corporation  may  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  the  person  is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in  connection  with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification  shall be made in respect of any claim, issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought shall determine upon application  that,  despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Court of Chancery or such other court shall deem proper.

                  (c) To the extent that a present or former director or officer
of a  corporation  has been  successful on the merits or otherwise in defense of
any action,  suit or proceeding  referred to in subsections  (a) and (b) of this
section, or in defense of any claim, issue or matter therein,  such person shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by such person in connection therewith.

                                       3
<PAGE>

                  (d) Any  indemnification under subsections (a) and (b) of this
section  (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
present  or  former  director,  officer,  employee  or  agent is  proper  in the
circumstances  because the person has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section.  Such  determination  shall be
made,  with respect to a person who is a director or officer at the time of such
determination,  (1) by a majority  vote of the  directors who are not parties to
such action, suit or proceeding,  even though less than a quorum, or (2) by such
committee of such directors designated by majority vote of such directors,  even
though  less than a quorum,  or (3) if there are no such  directors,  or if such
directors so direct, by independent  legal counsel in a written opinion,  or (4)
by the stockholders.

                  (e) Expenses  (including  attorneys'  fees)  incurred   by  an
officer  or  director  in  defending  any  civil,  criminal,  administrative  or
investigative  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 such  director  or  officer to repay such
amount if it shall  ultimately be determined that such person is not entitled to
be indemnified by the  corporation as authorized in this section.  Such expenses
(including  attorneys'  fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and  conditions,  if any, as
the corporation deems appropriate.

                  (f) The  indemnification  and advancement of expenses provided
by, or granted  pursuant to, the other  subsections of this section shall not be
deemed exclusive of any other rights to which those seeking  indemnification  or
advancement  of expenses  may be entitled  under any bylaw,  agreement,  vote of
stockholders or disinterested directors or otherwise,  both as to action in such
person's  official  capacity and as to action in another  capacity while holding
such office.

                  (g) A  corporation  shall have power to purchase  and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
such person or incurred by such person in any such  capacity,  or arising out of
such  person's  status as such,  whether or not the  corporation  would have the
power to indemnify such person against such liability under this section.

                  (h) For  purposes  of   this   section,   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,  partnership,  joint venture,  trust or other  enterprise,
shall  stand in the  same  position  under  this  section  with  respect  to the
resulting  or  surviving  corporation  as such person would have with respect to
such constituent corporation if its separate existence had continued.

                  (i) For  purposes  of  this   section,  references  to  "other
enterprises"  shall include employee benefit plans;  references to "fines" shall
include  any excise  taxes  assessed on a person  with  respect to any  employee
benefit  plan;  and  references  to "serving at the request of the  corporation"
shall  include  any  service as a  director,  officer,  employee or agent of the

                                       4
<PAGE>

corporation  which imposes  duties on, or involves  services by, such  director,
officer,  employee,  or agent with  respect to an  employee  benefit  plan,  its
participants  or  beneficiaries;  and a person  who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the  corporation" as referred to in
this section.

                  (j) The  indemnification  and advancement of expenses provided
by, or granted pursuant to, this section shall,  unless otherwise  provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

         Article   XVI   of   our   Certificate   of   Incorporation    requires
indemnification  of  directors,  officers and  employees  to the fullest  extent
permitted by Delaware law, as follows:

         We shall  indemnify (a) any person who is or was one of our  directors,
officers or employees;  and (b) any person who serves or served our request as a
director,  officer,  employee, agent, partner or trustee of another corporation,
partnership,  joint venture, trust or other enterprise. In case of a threatened,
pending  or  completed  action  or suit by or in our  right  against  any of the
above-referenced   persons  by  reason  of  such  person   holding  any  of  the
above-referenced  positions,  we shall  indemnify  such  person  if such  person
satisfies the following standard,  for expenses  (including  attorneys' fees but
excluding amounts paid in settlement)  actually and reasonably  incurred by such
person in  connection  with the defense or  settlement of the action or suit. In
case of a  threatened,  pending  or  completed  action  or suit by or in the our
right,  any of the  above-referenced  persons shall be indemnified  only if: (i)
such person is successful on the merits or otherwise;  or (ii) such person acted
in good faith in the transaction which is the subject of the suit or action, and
in a manner  such  person  reasonably  believed to be in, or not opposed to, our
best interest,  including, but not limited to, the taking of any and all actions
in connection  with our response to any tender offer or any offer or proposal of
another party to engage in a business  combination  not approved by the board of
directors.  However,  such  person  shall not be  indemnified  in respect of any
claim,  issue or matter as to which such person has been  adjudged  liable to us
unless  (and only to the  extent  that) the court in which the suit was  brought
shall determine, upon application,  that despite the adjudication but in view of
all the  circumstances,  such  person  is  fairly  and  reasonably  entitled  to
indemnity for such expenses as the court shall deem proper.

         We shall  indemnify (a) any person who is or was one of our  directors,
officers or employees; and (b) any person who serves or served at our request as
a director, officer, employee, agent, partner or trustee of another corporation,
partnership,  joint venture, trust or other enterprise. In case of a threatened,
pending or  completed  suit,  action or  proceeding  (whether  civil,  criminal,
administrative or investigative), other than a suit by or in our right, together
hereafter   referred   to  as  a   nonderivative   suit,   against  any  of  the
above-referenced   persons  by  reason  of  such  person   holding  any  of  the
above-referenced  positions,  we shall  indemnify  such  person  if such  person
satisfies  the  standard  set  forth in the  preceding  paragraph,  for  amounts
actually and reasonably  incurred by such person in connection  with the defense
or  settlement  of the  nonderivative  suit,  including,  but not limited to (i)
expenses  (including  attorneys' fees),  (ii) amounts paid in settlement,  (iii)
judgments, and (iv) fines.

         We shall  indemnify (a) any person who is or was one of our  directors,
officers or employees; and (b) any person who serves or served at our request as
a director, officer, employee, agent, partner or trustee of another corporation,
partnership,   joint  venture,   trust  or  other  enterprise.   In  case  of  a
nonderivative  suit,  any of the  above-referenced  persons shall be indemnified

                                       5
<PAGE>

only if: (i) such person is successful on the merits or otherwise;  or (ii) such
person  acted in good  faith in the  transaction  which  is the  subject  of the
nonderivative suit and in a manner such person reasonably  believed to be in, or
not opposed to, our best interests, including, but not limited to, the taking of
any and all actions in  connection  with our response to any tender offer or any
offer or  proposal  of  another  party to engage in a business  combination  not
approved by the board of directors  and, with respect to any criminal  action or
proceeding,  such person had no  reasonable  cause to believe his or her conduct
was  unlawful.  The  termination  of a  nonderivative  suit by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere  or its  equivalent
shall not, in itself, create a presumption that the person failed to satisfy the
standard of this paragraph.

         A  determination  that the standard has been satisfied may be made by a
court, or, except in certain  circumstances,  the  determination may be made by:
(a) a majority vote of our directors who are not parties to the action,  suit or
proceeding,  even though less than a quorum;  or (b)  independent  legal counsel
(appointed  by a  majority  of our  disinterested  directors,  whether  or not a
quorum)  in a  written  opinion;  or  (c)  our  stockholders.  Anyone  making  a
determination  may  determine  that a  person  has met the  standard  as to some
matters  but  not  as to  others,  and  may  reasonably  prorate  amounts  to be
indemnified.

         We may pay in advance any expenses  (including  attorneys'  fees) which
may become subject to indemnification  if (a) the board of directors  authorizes
the specific  payment;  and (b) the person  receiving the payment  undertakes in
writing to repay the same if it is ultimately determined that such person is not
entitled to indemnification by us. The  indemnification  and advance of expenses
shall not be  exclusive of any other rights to which a person may be entitled by
law,  bylaw,  agreement,  vote of stockholders or  disinterested  directors,  or
otherwise.  The indemnification  shall be deemed to be a contract between us and
the  persons  entitled  to  indemnification   thereunder,   and  any  repeal  or
modification  of the applicable  provision of the  Certificate of  Incorporation
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. The  indemnification and advance payment shall continue as to a person
who has ceased to hold any of the  specified  positions  and shall inure to such
person's  heirs,  executors  and  administrators.  We may  purchase and maintain
insurance  on behalf of any person who is entitled to  indemnification,  against
any liability  incurred by such person in any such  position,  or arising out of
such  person's  status as such,  whether or not we would have power to indemnify
such  person  against  such  liability.  If any  portion of our  Certificate  of
Incorporation  providing for indemnification is invalidated on any ground by any
court of competent  jurisdiction,  then we shall nevertheless  indemnify each of
our  directors,  officers,  employees,  and  agents  as to costs,  charges,  and
expenses  (including  attorneys'  fees),  judgments,  fines, and amounts paid in
settlement  with respect to any action,  suit,  or  proceeding,  whether  civil,
criminal,  administrative,  or  investigative,  including an action by or in our
right to the full extent permitted by the our Certificate of Incorporation  that
shall not have been  invalidated and to the full extent  permitted by applicable
law.


Item 7.           Exemption from Registration Claimed.

         Not applicable.


                                       6
<PAGE>

Item 8.           Exhibits.

         The  following  documents  are  filed  as a part of  this  Registration
Statement.

               Exhibit No.       Description
               -----------       -----------

                  4.1            Chester Bancorp, Inc. 1997 Stock Option Plan.

                  4.2            Chester Bancorp, Inc. 2000 Stock Option Plan.

                  5.1            Opinion  of  Bryan  Cave  LLP  relating to  the
                                 legality of the Common Stock.

                  23.1           Consent of KPMG LLP.

                  23.2           Consent  of   Bryan   Cave  LLP   (included  in
                                 Exhibit 5.1).

                  24.1           Power of Attorney (included on signature page).


Item 9.           Undertakings.

         (a)      The 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.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   registration
                  statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement;

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the  information  required to be included in a  post-effective
         amendment by those  paragraphs  is contained in periodic  reports filed
         with or  furnished  to the  Commission  by the  Registrant  pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
         are incorporated by reference in the registration statement.

                                       7
<PAGE>

                  (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 which remain unsold at
         the termination of the offering.

         (b)  The 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 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.

         (c)  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 Securities  Act of 1933 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.

                                       8
<PAGE>

                                   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 County of Randolph,  State of  Illinois,  on the 31st day of
August, 2000.

                                         CHESTER BANCORP, INC.


                                         By:  /s/ Michael W. Welge
                                            ------------------------------------
                                                Michael W. Welge
                                                Chairman of the Board, President
                                                   and Chief Financial Officer


                                POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints  Michael W. Welge and  Edward K.  Collins,  and each of them (with full
power to each of them to act  alone),  the true and lawful  attorney in fact and
agent  for  the  undersigned,  to act on  behalf  of  and  in  the  name  of the
undersigned  in  connection  with this  Registration  Statement,  including  the
authority to sign any amendments (including  post-effective  amendments) to this
Registration  Statement,  and to file the same,  with  exhibits  and any and all
other  documents  filed with respect  thereto,  with the Securities and Exchange
Commission (or any other  governmental or regulatory  authority),  and each such
person  ratifies  and  confirms  all that said  attorneys in fact and agents 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 and on the dates indicated.


        Signature                           Title                      Date

                                Chairman of the Board of
                                Directors, President and Chief
    /s/ Michael W. Welge        Financial Officer
-----------------------------                                    August 31, 2000
     (Michael W. Welge)

    /s/ Edward K. Collins       Treasurer and Secretary and
-----------------------------   Director
    (Edward K. Collins)                                          August 31, 2000

     /s/ Carl H. Welge          Director
-----------------------------                                    August 31, 2000
      (Carl H. Welge)

   /s/ John R. Beck, M.D.       Director                         August 31, 2000
-----------------------------
    (John R. Beck, M.D.)

   /s/ James C. McDonald        Director                         August 31, 2000
-----------------------------
    (James C. McDonald)

  /s/ Thomas E. Welch, Jr.      Director                         August 31, 2000
-----------------------------
   (Thomas E. Welch, Jr.)

   /s/ Allen R. Verseman        Director                         August 31, 2000
-----------------------------
    (Allen R. Verseman)

                                       9
<PAGE>



                                 EXHIBIT INDEX

               Exhibit No.       Description
               -----------       -----------

                  4.1            Chester Bancorp, Inc. 1997 Stock Option Plan.

                  4.2            Chester Bancorp, Inc. 2000 Stock Option Plan.

                  5.1            Opinion  of  Bryan  Cave  LLP  relating to  the
                                 legality of the Common Stock.

                  23.1           Consent of KPMG LLP.

                  23.2           Consent  of   Bryan   Cave  LLP   (included  in
                                 Exhibit 5.1).

                  24.1           Power of Attorney (included on signature page).


                                       10
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 RE: STOCK OPTION PLANS", "secsgml_size_bytes": 33446}]
{"company-data": {"conformed-name": "CHESTER BANCORP INC", "cik": "0001010838", "assigned-sic": "6035", "irs-number": "371359570", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45134", "film-number": "716080"}, "business-address": {"street1": "1112 STATE ST", "city": "CHESTER", "state": "IL", "zip": "62233", "phone": "6188265038"}, "mail-address": {"street1": "1112 STATE ST", "city": "CHESTER", "state": "IL", "zip": "62233"}}
As Filed with the Securities and Exchange Commission on September 1, 2000

                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      Under

                           THE SECURITIES ACT OF 1933

                             CHESTER BANCORP, INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                         (State or other jurisdiction of
                         incorporation or organization)

                                   37-1359570
                      (I.R.S. Employer Identification No.)

                                1112 State Street
                             Chester, Illinois 62233
                                 (618) 826-5038
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                  Chester Bancorp, Inc. 1997 Stock Option Plan
                  Chester Bancorp, Inc. 2000 Stock Option Plan
                            (Full title of the Plans)

                                Michael W. Welge
                              Chester Bancorp, Inc.
                                1112 State Street
                             Chester, Illinois 62233
                                 (618) 826-5038
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        Copies of all correspondence to:
                               John M. Welge, Esq.
                                 Bryan Cave LLP
                             One Metropolitan Square
                         211 North Broadway, Suite 3600
                         St. Louis, Missouri 63102-2750
                                 (314) 259-2000

                         CALCULATION OF REGISTRATION FEE
CALCULATION OF REGISTRATION FEE
=============================================================================================
Title of Each Class         Amount       Proposed Maximum     Proposed Maximum    Amount of
of Securities to be         to be         Offering Price         Aggregate       Registration
     Registered         Registered(1)      Per Unit(2)         Offering Price        Fee
=============================================================================================
  Common Stock, $0.01     268,212 shares     $16.78125         $4,500,932.63      $1,188.25
  par value per share
=============================================================================================
(1)    This Registration  Statement also relates to such indeterminate number of
       additional  shares  as  may be  issuable  pursuant  to the  anti-dilution
       provisions  of the Chester  Bancorp,  Inc. 1997 Stock Option Plan and the
       Chester Bancorp, Inc. 2000 Stock Option Plan.

(2)    Pursuant to Rule 457(c) and Rule 457(h),  the proposed offering price and
       registration  fee have been calculated on the basis of the average of the
       high and low trading  prices for the Common Stock for the five day period
       ended  August 30, 2000, as reported on the Nasdaq Stock Market.

=============================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.*

Item 2.           Registrant Information and Employee Plan Annual Information.*

                  *  Information  required by Part I of Form S-8 to be contained
in the Section 10(a) prospectus is omitted from this  registration  statement in
accordance with Rule 428 of the Securities Act of 1933, as amended, 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 by us with the  Securities and Exchange
Commission  (the  "Commission")  under the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated herein by reference:

                  1. Our Annual  Report on Form 10-K for the  fiscal  year ended
         December 31, 1999.

                  2. Our  Quarterly  Report on Form  10-Q for the  three  months
         ended March 31, 2000.

                  3. Our  Quarterly  Report on Form  10-Q for the  three  months
         ended June 30, 2000.

                  4. Our Current Report on Form 8-K filed on July 18, 2000.

                  5. Our  Registration  Statement on Form 8-A filed on August 8,
         1996,   registering  our  common  stock  under  Section  12(g)  of  the
         Securities and Exchange Act,  including any amendments or reports filed
         for  the  purpose  of  updating  such  description  (such  registration
         statement  incorporates by reference certain sections  contained in the
         Prospectus filed as part of our Registration  Statement on Form S-1, as
         amended (File No. 333-2470)).

         All documents  filed by us with the Securities and Exchange  Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
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 shall hereby be deemed to be  incorporated by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.  Any statement  contained  herein,  in an amendment
hereto,  or in a document  incorporated or deemed to be  incorporated  herein by
reference  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  incorporated  or deemed to be  incorporated
herein by reference,  which statement is also incorporated  herein by reference,
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.

                                       2
Item 4.           Description of Securities.

         The  securities  to be offered are  registered  under Section 12 of the
Exchange Act.

Item 5.           Interests of Named Experts and Counsel.

         None.

Item 6.           Indemnification of Directors and Officers.

         Section  145  of  the  Delaware  General  Corporation  Law  sets  forth
circumstances  under  which  directors,  officers,  employees  and agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities as follows:

                  (a) A  corporation  may  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, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that the person is or was a  director,  officer,  employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person 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  the
person's conduct was unlawful. The termination of any action, suit or proceeding
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 the person 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 the
person's conduct was unlawful.

                  (b) A  corporation  may  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  the  person  is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
the person in  connection  with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification  shall be made in respect of any claim, issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought shall determine upon application  that,  despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Court of Chancery or such other court shall deem proper.

                  (c) To the extent that a present or former director or officer
of a  corporation  has been  successful on the merits or otherwise in defense of
any action,  suit or proceeding  referred to in subsections  (a) and (b) of this
section, or in defense of any claim, issue or matter therein,  such person shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by such person in connection therewith.

                                       3
(d) Any  indemnification under subsections (a) and (b) of this
section  (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
present  or  former  director,  officer,  employee  or  agent is  proper  in the
circumstances  because the person has met the applicable standard of conduct set
forth in subsections (a) and (b) of this section.  Such  determination  shall be
made,  with respect to a person who is a director or officer at the time of such
determination,  (1) by a majority  vote of the  directors who are not parties to
such action, suit or proceeding,  even though less than a quorum, or (2) by such
committee of such directors designated by majority vote of such directors,  even
though  less than a quorum,  or (3) if there are no such  directors,  or if such
directors so direct, by independent  legal counsel in a written opinion,  or (4)
by the stockholders.

                  (e) Expenses  (including  attorneys'  fees)  incurred   by  an
officer  or  director  in  defending  any  civil,  criminal,  administrative  or
investigative  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 such  director  or  officer to repay such
amount if it shall  ultimately be determined that such person is not entitled to
be indemnified by the  corporation as authorized in this section.  Such expenses
(including  attorneys'  fees) incurred by former directors and officers or other
employees and agents may be so paid upon such terms and  conditions,  if any, as
the corporation deems appropriate.

                  (f) The  indemnification  and advancement of expenses provided
by, or granted  pursuant to, the other  subsections of this section shall not be
deemed exclusive of any other rights to which those seeking  indemnification  or
advancement  of expenses  may be entitled  under any bylaw,  agreement,  vote of
stockholders or disinterested directors or otherwise,  both as to action in such
person's  official  capacity and as to action in another  capacity while holding
such office.

                  (g) A  corporation  shall have power to purchase  and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
such person or incurred by such person in any such  capacity,  or arising out of
such  person's  status as such,  whether or not the  corporation  would have the
power to indemnify such person against such liability under this section.

                  (h) For  purposes  of   this   section,   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,  partnership,  joint venture,  trust or other  enterprise,
shall  stand in the  same  position  under  this  section  with  respect  to the
resulting  or  surviving  corporation  as such person would have with respect to
such constituent corporation if its separate existence had continued.

                  (i) For  purposes  of  this   section,  references  to  "other
enterprises"  shall include employee benefit plans;  references to "fines" shall
include  any excise  taxes  assessed on a person  with  respect to any  employee
benefit  plan;  and  references  to "serving at the request of the  corporation"
shall  include  any  service as a  director,  officer,  employee or agent of the

                                       4
corporation  which imposes  duties on, or involves  services by, such  director,
officer,  employee,  or agent with  respect to an  employee  benefit  plan,  its
participants  or  beneficiaries;  and a person  who acted in good faith and in a
manner such person reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the  corporation" as referred to in
this section.

                  (j) The  indemnification  and advancement of expenses provided
by, or granted pursuant to, this section shall,  unless otherwise  provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

         Article   XVI   of   our   Certificate   of   Incorporation    requires
indemnification  of  directors,  officers and  employees  to the fullest  extent
permitted by Delaware law, as follows:

         We shall  indemnify (a) any person who is or was one of our  directors,
officers or employees;  and (b) any person who serves or served our request as a
director,  officer,  employee, agent, partner or trustee of another corporation,
partnership,  joint venture, trust or other enterprise. In case of a threatened,
pending  or  completed  action  or suit by or in our  right  against  any of the
above-referenced   persons  by  reason  of  such  person   holding  any  of  the
above-referenced  positions,  we shall  indemnify  such  person  if such  person
satisfies the following standard,  for expenses  (including  attorneys' fees but
excluding amounts paid in settlement)  actually and reasonably  incurred by such
person in  connection  with the defense or  settlement of the action or suit. In
case of a  threatened,  pending  or  completed  action  or suit by or in the our
right,  any of the  above-referenced  persons shall be indemnified  only if: (i)
such person is successful on the merits or otherwise;  or (ii) such person acted
in good faith in the transaction which is the subject of the suit or action, and
in a manner  such  person  reasonably  believed to be in, or not opposed to, our
best interest,  including, but not limited to, the taking of any and all actions
in connection  with our response to any tender offer or any offer or proposal of
another party to engage in a business  combination  not approved by the board of
directors.  However,  such  person  shall not be  indemnified  in respect of any
claim,  issue or matter as to which such person has been  adjudged  liable to us
unless  (and only to the  extent  that) the court in which the suit was  brought
shall determine, upon application,  that despite the adjudication but in view of
all the  circumstances,  such  person  is  fairly  and  reasonably  entitled  to
indemnity for such expenses as the court shall deem proper.

         We shall  indemnify (a) any person who is or was one of our  directors,
officers or employees; and (b) any person who serves or served at our request as
a director, officer, employee, agent, partner or trustee of another corporation,
partnership,  joint venture, trust or other enterprise. In case of a threatened,
pending or  completed  suit,  action or  proceeding  (whether  civil,  criminal,
administrative or investigative), other than a suit by or in our right, together
hereafter   referred   to  as  a   nonderivative   suit,   against  any  of  the
above-referenced   persons  by  reason  of  such  person   holding  any  of  the
above-referenced  positions,  we shall  indemnify  such  person  if such  person
satisfies  the  standard  set  forth in the  preceding  paragraph,  for  amounts
actually and reasonably  incurred by such person in connection  with the defense
or  settlement  of the  nonderivative  suit,  including,  but not limited to (i)
expenses  (including  attorneys' fees),  (ii) amounts paid in settlement,  (iii)
judgments, and (iv) fines.

         We shall  indemnify (a) any person who is or was one of our  directors,
officers or employees; and (b) any person who serves or served at our request as
a director, officer, employee, agent, partner or trustee of another corporation,
partnership,   joint  venture,   trust  or  other  enterprise.   In  case  of  a
nonderivative  suit,  any of the  above-referenced  persons shall be indemnified

                                       5
only if: (i) such person is successful on the merits or otherwise;  or (ii) such
person  acted in good  faith in the  transaction  which  is the  subject  of the
nonderivative suit and in a manner such person reasonably  believed to be in, or
not opposed to, our best interests, including, but not limited to, the taking of
any and all actions in  connection  with our response to any tender offer or any
offer or  proposal  of  another  party to engage in a business  combination  not
approved by the board of directors  and, with respect to any criminal  action or
proceeding,  such person had no  reasonable  cause to believe his or her conduct
was  unlawful.  The  termination  of a  nonderivative  suit by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere  or its  equivalent
shall not, in itself, create a presumption that the person failed to satisfy the
standard of this paragraph.

         A  determination  that the standard has been satisfied may be made by a
court, or, except in certain  circumstances,  the  determination may be made by:
(a) a majority vote of our directors who are not parties to the action,  suit or
proceeding,  even though less than a quorum;  or (b)  independent  legal counsel
(appointed  by a  majority  of our  disinterested  directors,  whether  or not a
quorum)  in a  written  opinion;  or  (c)  our  stockholders.  Anyone  making  a
determination  may  determine  that a  person  has met the  standard  as to some
matters  but  not  as to  others,  and  may  reasonably  prorate  amounts  to be
indemnified.

         We may pay in advance any expenses  (including  attorneys'  fees) which
may become subject to indemnification  if (a) the board of directors  authorizes
the specific  payment;  and (b) the person  receiving the payment  undertakes in
writing to repay the same if it is ultimately determined that such person is not
entitled to indemnification by us. The  indemnification  and advance of expenses
shall not be  exclusive of any other rights to which a person may be entitled by
law,  bylaw,  agreement,  vote of stockholders or  disinterested  directors,  or
otherwise.  The indemnification  shall be deemed to be a contract between us and
the  persons  entitled  to  indemnification   thereunder,   and  any  repeal  or
modification  of the applicable  provision of the  Certificate of  Incorporation
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. The  indemnification and advance payment shall continue as to a person
who has ceased to hold any of the  specified  positions  and shall inure to such
person's  heirs,  executors  and  administrators.  We may  purchase and maintain
insurance  on behalf of any person who is entitled to  indemnification,  against
any liability  incurred by such person in any such  position,  or arising out of
such  person's  status as such,  whether or not we would have power to indemnify
such  person  against  such  liability.  If any  portion of our  Certificate  of
Incorporation  providing for indemnification is invalidated on any ground by any
court of competent  jurisdiction,  then we shall nevertheless  indemnify each of
our  directors,  officers,  employees,  and  agents  as to costs,  charges,  and
expenses  (including  attorneys'  fees),  judgments,  fines, and amounts paid in
settlement  with respect to any action,  suit,  or  proceeding,  whether  civil,
criminal,  administrative,  or  investigative,  including an action by or in our
right to the full extent permitted by the our Certificate of Incorporation  that
shall not have been  invalidated and to the full extent  permitted by applicable
law.

Item 7.           Exemption from Registration Claimed.

         Not applicable.

                                       6
Item 8.           Exhibits.

         The  following  documents  are  filed  as a part of  this  Registration
Statement.

               Exhibit No.       Description
               -----------       -----------

                  4.1            Chester Bancorp, Inc. 1997 Stock Option Plan.

                  4.2            Chester Bancorp, Inc. 2000 Stock Option Plan.

                  5.1            Opinion  of  Bryan  Cave  LLP  relating to  the
                                 legality of the Common Stock.

                  23.1           Consent of KPMG LLP.

                  23.2           Consent  of   Bryan   Cave  LLP   (included  in
                                 Exhibit 5.1).

                  24.1           Power of Attorney (included on signature page).

Item 9.           Undertakings.

         (a)      The 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.  Notwithstanding  the  foregoing,  any  increase or
                  decrease in volume of securities  offered (if the total dollar
                  value of  securities  offered  would not exceed that which was
                  registered)  and any deviation from the low or high end of the
                  estimated  maximum offering range may be reflected in the form
                  of  prospectus  filed  with the  Commission  pursuant  to Rule
                  424(b) if, in the  aggregate,  the changes in volume and price
                  represent  no more than a 20  percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   registration
                  statement;

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in the  registration  statement or any material change to such
                  information in the registration statement;

         provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
         apply if the  information  required to be included in a  post-effective
         amendment by those  paragraphs  is contained in periodic  reports filed
         with or  furnished  to the  Commission  by the  Registrant  pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
         are incorporated by reference in the registration statement.

                                       7
(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 which remain unsold at
         the termination of the offering.

         (b)  The 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 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.

         (c)  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 Securities  Act of 1933 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.

                                       8
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 County of Randolph,  State of  Illinois,  on the 31st day of
August, 2000.

                                         CHESTER BANCORP, INC.

                                         By:  /s/ Michael W. Welge
                                            ------------------------------------
                                                Michael W. Welge
                                                Chairman of the Board, President
                                                   and Chief Financial Officer

                                POWER OF ATTORNEY

         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints  Michael W. Welge and  Edward K.  Collins,  and each of them (with full
power to each of them to act  alone),  the true and lawful  attorney in fact and
agent  for  the  undersigned,  to act on  behalf  of  and  in  the  name  of the
undersigned  in  connection  with this  Registration  Statement,  including  the
authority to sign any amendments (including  post-effective  amendments) to this
Registration  Statement,  and to file the same,  with  exhibits  and any and all
other  documents  filed with respect  thereto,  with the Securities and Exchange
Commission (or any other  governmental or regulatory  authority),  and each such
person  ratifies  and  confirms  all that said  attorneys in fact and agents 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 and on the dates indicated.

        Signature                           Title                      Date

                                Chairman of the Board of
                                Directors, President and Chief
    /s/ Michael W. Welge        Financial Officer
-----------------------------                                    August 31, 2000
     (Michael W. Welge)

    /s/ Edward K. Collins       Treasurer and Secretary and
-----------------------------   Director
    (Edward K. Collins)                                          August 31, 2000

     /s/ Carl H. Welge          Director
-----------------------------                                    August 31, 2000
      (Carl H. Welge)

   /s/ John R. Beck, M.D.       Director                         August 31, 2000
-----------------------------
    (John R. Beck, M.D.)

   /s/ James C. McDonald        Director                         August 31, 2000
-----------------------------
    (James C. McDonald)

  /s/ Thomas E. Welch, Jr.      Director                         August 31, 2000
-----------------------------
   (Thomas E. Welch, Jr.)

   /s/ Allen R. Verseman        Director                         August 31, 2000
-----------------------------
    (Allen R. Verseman)

                                       9
EXHIBIT INDEX

               Exhibit No.       Description
               -----------       -----------

                  4.1            Chester Bancorp, Inc. 1997 Stock Option Plan.

                  4.2            Chester Bancorp, Inc. 2000 Stock Option Plan.

                  5.1            Opinion  of  Bryan  Cave  LLP  relating to  the
                                 legality of the Common Stock.

                  23.1           Consent of KPMG LLP.

                  23.2           Consent  of   Bryan   Cave  LLP   (included  in
                                 Exhibit 5.1).

                  24.1           Power of Attorney (included on signature page).

                                       10