<PAGE>

As filed with the Securities and Exchange Commission on May 1, 2003
                                                           Registration No. 33-

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                             KANKAKEE BANCORP, INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                                            36-3846489
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

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

                            310 South Schuyler Avenue
                            Kankakee, Illinois 60901
                    (Address of principal executive offices)

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

                           KANKAKEE BANCORP, INC. 2003
                              STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

                               Michael A. Griffith
                                    Chairman
                             Kankakee Bancorp, Inc.
                            310 South Schuyler Avenue
                            Kankakee, Illinois 60901
                     (Name and address of agent for service)

                                 (815) 937-4440
          (Telephone number, including area code, of agent for service)

                                 With copies to:

                             John E. Freechack, Esq.
              Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLC
                        333 West Wacker Drive, Suite 2700
                             Chicago, Illinois 60606
                                 (312) 984-3100

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================================================

                                                       Proposed Maximum      Proposed Maximum
     Title of Securities           Amount to be         Offering Price          Aggregate              Amount of
       to be Registered          Registered(1)(2)        per Share(3)      Offering Price(2)(3)   Registration Fee(3)

----------------------------------------------------------------------------------------------------------------------
<S>                              <C>                   <C>                 <C>                    <C>
 Common Stock, $.01 par value     116,500 shares            $37.43              $4,360,595              $352.77
======================================================================================================================
</TABLE>

(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
     "Securities Act"), this Registration Statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the Kankakee Bancorp,
     Inc. 2003 Stock Incentive Plan.

(2)  Pursuant to Rule 416(a) under the Securities Act, this Registration
     Statement also registers such indeterminate number of additional shares as
     may be issuable under the Plan in connection with share splits, share
     dividends or similar transactions.

(3)  Estimated pursuant to Rule 457(h) under the Securities Act, solely for the
     purpose of calculating the registration fee, based on the average of the
     high and low prices for the Registrant's common stock as reported on April
     28, 2003.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the Kankakee Bancorp, Inc. 2003 Stock
Incentive Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act").

     Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                       I-1

<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Certain Documents by Reference.

     The following documents previously or concurrently filed by Kankakee
Bancorp, Inc. (the "Company") with the Commission are hereby incorporated by
reference into this Registration Statement:

     (a)  The Company's Annual Report on Form 10-K for the year ended December
          31, 2002;

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          since the end of the last fiscal year; and

     (c)  The description of the Company's Common Stock set forth the Company's
          Registration Statement on Form S-1, filed with the Commission on
          September 11, 1992, is hereby incorporated by reference, together with
          all amendments or reports filed for the purpose of updating such
          description.

     All documents subsequently filed by the Company or the Plan with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or deemed
to be incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein 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 and the Prospectus.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     In accordance with the Delaware General Corporation Law, Articles Eleventh
and Twelfth of the Company's Certificate of Incorporation provides as follows:

     ELEVENTH:

          A. Each person who was or is made a party or is threatened to be made
     a party to or is otherwise involved in any action, suit or proceeding,
     whether civil, criminal, administrative or investigative (hereinafter a
     "proceeding"), by reason of the fact that he or she is or was a director or
     an officer of the Corporation or is or was serving at the request of the
     Corporation as a director, officer, employee or agent of another
     corporation or of a partnership, joint venture, trust or other enterprise,
     including service with respect to an employee benefit plan (hereinafter an
     "indemnitee"), whether the basis of such proceeding is alleged action in an
     official capacity as a director, officer, employee or agent or in any other
     capacity while serving as a director, officer, employee or agent, shall be
     indemnified and held harmless by the Corporation to the fullest extent

                                      II-1

<PAGE>

     authorized by the Delaware General Corporation Law, as the same exists or
     may hereafter be amended (but, in the case of any such amendment, only to
     the extent that such amendment permits the Corporation to provide broader
     indemnification rights than such law permitted the Corporation to provide
     prior to such amendment), against all expense, liability and loss
     (including attorneys' fees, judgments, fines, ERISA excise taxes or
     penalties and amounts paid in settlement) reasonably incurred or suffered
     by such indemnitee in connection therewith; provided, however, that, except
     as provided in Section C hereof with respect to proceedings to enforce
     rights to indemnification, the Corporation shall indemnify any such
     indemnitee in connection with a proceeding (or part thereof) initiated by
     such indemnitee only if such proceeding (or part thereof) was authorized by
     the Board of Directors of the Corporation.

          B. The right to indemnification conferred in Section A of this Article
     shall include the right to be paid by the Corporation the expenses incurred
     in defending any such proceeding in advance of its final disposition
     (hereinafter an "advancement of expenses"); provided, however, that, if the
     Delaware General Corporation Law requires, an advancement of expenses
     incurred by an indemnitee in his or her capacity as a director or officer
     (and not in any other capacity in which service was or is rendered by such
     indemnitee, including, without limitation, service to an employee benefit
     plan) shall be made only upon delivery to the Corporation of an undertaking
     (hereinafter an "undertaking"), by or on behalf of such indemnitee, to
     repay all amounts so advanced if it shall ultimately be determined by final
     judicial decision from which there is no further right to appeal
     (hereinafter a "final adjudication"), that such indemnitee is not entitled
     to be, indemnified for such expenses under this Section or otherwise. The
     rights to indemnification and to the advancement of expenses conferred in
     Sections A and B of this Article shall be contract rights and such rights
     shall continue as to an indemnitee who has ceased to be a director,
     officer, employee or agent and shall inure to the benefit of the
     indemnitee's heirs, executors and administrators.

          C. If a claim under Section A or B of this Article is not paid in full
     by the Corporation within sixty days after a written claim has been
     received by the Corporation, except in the case of a claim for an
     advancement of expenses, in which case the applicable period shall be
     twenty days, the indemnitee may at any time thereafter bring suit against
     the Corporation to recover the unpaid amount of the claim. If successful in
     whole or in part in any such suit, or in a suit brought by the Corporation
     to recover an advancement of expenses pursuant to the terms of an
     undertaking, the indemnitee shall also be entitled to be paid the expense
     of prosecuting or defending such suit. In (i) any suit brought by the
     indemnitee to enforce a right to indemnification hereunder (but not in a
     suit brought by the indemnitee to enforce a right to an advancement of
     expenses) it shall be a defense that, and (ii) in any suit by the
     Corporation to recover an advancement of expenses pursuant to the terms of
     an undertaking the Corporation shall be entitled to recover such expenses
     upon a final adjudication that, the indemnitee has not met any applicable
     standard for indemnification set forth in the Delaware General Corporation
     Law. Neither the failure of the Corporation (including its Board of
     Directors, independent legal counsel, or its stockholders) to have made a
     determination prior to the commencement of such suit that indemnification
     of the indemnitee is proper in the circumstances because the indemnitee has
     met the applicable standard of conduct set forth in the Delaware General
     Corporation Law, nor an actual determination by the Corporation (including
     its Board of Directors, independent legal counsel, or its stockholders)
     that the indemnitee has not met such applicable standard of conduct, shall
     create a presumption that the indemnitee has not met the applicable
     standard of conduct or, in the case of such a suit brought by the
     indemnitee, be a defense to such suit. In any suit brought by the
     indemnitee to enforce a right to indemnification or to an advancement of
     expenses hereunder, or by the Corporation to recover an advancement of
     expenses pursuant to the terms of an undertaking, the burden of proving
     that the indemnitee is not entitled to be indemnified, or to such
     advancement of expenses, under this Article or otherwise shall be on the
     Corporation.

          D. The rights to indemnification and to the advancement of expenses
     conferred in this Article shall not be exclusive of any other right which
     any person may have or hereafter

                                      II-2

<PAGE>

     acquire under any statute, the Corporation's Certificate of Incorporation,
     Bylaws, agreement, vote of stockholders or Disinterested Directors or
     otherwise.

          E. The Corporation may maintain insurance, at its expense, to protect
     itself and any director, officer, employee or agent of the Corporation or
     another corporation, partnership, joint venture, trust or other enterprise
     against any expense, liability or loss, whether or not the Corporation
     would have the power to indemnify such person against such expense,
     liability or loss under the Delaware General Corporation Law.

          F. The Corporation may, to the extent authorized from time to time by
     the Board of Directors, grant rights to indemnification and to the
     advancement of expenses to any employee or agent of the Corporation to the
     fullest extent of the provisions of this Article with respect to the
     indemnification and advancement of expenses of directors and officers of
     the Corporation.

          TWELFTH: A director of this Corporation shall not be personally liable
     to the corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a director, except for liability (i) for any breach of
     the director's duty of loyalty to the Corporation or its stockholders, (ii)
     for acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law, (iii) under Section 174 of the
     Delaware General Corporation Law, or (iv) for any transaction from which
     the director derived an improper personal benefit. If the Delaware General
     Corporation Law is hereafter amended to further eliminate or limit the
     personal liability of directors, then the liability of a director of the
     Corporation shall be eliminated or limited to the fullest extent permitted
     by the Delaware General Corporation Law, as so amended.

     Any repeal or modification of the foregoing paragraph by the stockholders
     of the Corporation shall not adversely affect any right or protection of a
     director of the corporation existing at the time of such repeal or
     modification.

     The Company also carries Directors' and Officers' liability insurance in
     the amount of $7.0 million.

Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.   Exhibits.

     See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

Item 9.   Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to the Registration Statement to include:
     (i) any prospectus required by Section 10(a)(3) of the Securities Act; (ii)
     to reflect in the prospectus any facts or events arising after the
     effective date of the Registration Statement which, individually or in the
     aggregate, represent a fundamental change in the information set forth in
     the Registration Statement; and (iii) 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 provisions (i) and (ii) of this
     undertaking are inapplicable if the information to be filed thereunder is
     contained in periodic reports filed by the Company pursuant to Sections 13
     or 15(d) of the Exchange Act and incorporated by reference into the
     Registration Statement.

                                      II-3

<PAGE>

          (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.

     (b)  The undersigned Registrant hereby undertakes that, for 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.

     (h)  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 provision, 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 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 of expenses incurred or paid by a director, officer or
controlling person 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.

                                      II-4

<PAGE>

                                   SIGNATURES

     In accordance with the requirements of the Securities Act of 1933, the
Registrants certify that they have reasonable grounds to believe that they meet
all of the requirements of filing on Form S-8 and have duly caused this
Registration Statement to be signed on their behalf by the undersigned,
thereunder duly authorized, in the City of Kankakee, State of Illinois, on May
1, 2003.

                                       KANKAKEE BANCORP, INC.


                                       By:   /s/ Carol Hoekstra
                                          --------------------------------------
                                             Carol Hoekstra
                                             Principal Executive Officer


                                       By:   /s/ Ronald J. Walters
                                          --------------------------------------
                                                Ronald J. Walters
                                                Vice President and Treasurer

                                       KANKAKEE BANCORP, INC. 2003 STOCK
                                       INCENTIVE PLAN

                                       By:   KANKAKEE BANCORP, INC.

                                             By: /s/ Carol Hoekstra
                                                 -------------------------------
                                                 Carol Hoekstra
                                                 Principal Executive Officer


                                      II-5

<PAGE>

                                POWER OF ATTORNEY

     Know all men by these presents, that each person whose signature appears
below constitutes and appoints Michael A. Griffith, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him or her and in his or her name, place and stead, in any and all
capacities to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

     In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
indicated on May 1, 2003.

                  Signature                                        Title
                  ---------                                        -----

         /s/ Michael A. Griffith                          Chairman and Director
         --------------------------------------------
         Michael A. Griffith

         /s/ Brenda L. Baird                              Director
         --------------------------------------------
         Brenda L. Baird

         /s/ William Cheffer                              Director
         --------------------------------------------
         William Cheffer

         /s/ Mark L. Smith                                Director
         ------------------------------------
         Mark L. Smith

         /s/ Wesley E. Walker                             Director
         --------------------------------------------
         Wesley E. Walker

                                      II-6

<PAGE>

                             KANKAKEE BANCORP, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT

<TABLE>
<CAPTION>
                                                            Incorporated
                                                             Herein by                   Filed
   Exhibit No.               Description                    Reference to               Herewith
-----------------------------------------------------------------------------------------------------
   <S>              <C>                             <C>                                <C>
        4.1         Certificate of Incorporation    Exhibit 3.1 to the
                    of Kankakee Bancorp, Inc.       Company's registration
                                                    statement on Form S-1 filed
                                                    with the Commissioner on
                                                    September 11, 1992

        4.2         Bylaws of Kankakee Bancorp,     Exhibit 3.2 to the
                    Inc.                            Company's registration
                                                    statement on Form S-1 filed
                                                    with the Commissioner on
                                                    September 11, 1992

        5.1         Opinion of Barack Ferrazzano                                           X
                    Kirschbaum Perlman &
                    Nagelberg LLC

       10.1         Kankakee Bancorp, Inc. 2003                                            X
                    Stock Incentive Plan

       23.1         Consent of McGladrey &                                                 X
                    Pullen, LLP

       23.2         Consent of Barack Ferrazzano                                  Included in
                    Kirschbaum Perlman &                                          Exhibit 5.1
                    Nagelberg LLC

       24.1         Power of Attorney                                             Included on the
                                                                                  Signature Page to
                                                                                  this Registration
                                                                                  Statement
</TABLE>

                                       E-1
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 26035}]
{"company-data": {"conformed-name": "KANKAKEE BANCORP INC", "cik": "0000891523", "assigned-sic": "6035", "irs-number": "363846489", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-104912", "film-number": "03677330"}, "business-address": {"street1": "310 S SCHUYLER AVE", "city": "KANKAKEE", "state": "IL", "zip": "60901", "phone": "8159374440"}}
As filed with the Securities and Exchange Commission on May 1, 2003
                                                           Registration No. 33-

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                             KANKAKEE BANCORP, INC.
             (Exact name of Registrant as specified in its charter)

           Delaware                                            36-3846489
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

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

                            310 South Schuyler Avenue
                            Kankakee, Illinois 60901
                    (Address of principal executive offices)

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

                           KANKAKEE BANCORP, INC. 2003
                              STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

                               Michael A. Griffith
                                    Chairman
                             Kankakee Bancorp, Inc.
                            310 South Schuyler Avenue
                            Kankakee, Illinois 60901
                     (Name and address of agent for service)

                                 (815) 937-4440
          (Telephone number, including area code, of agent for service)

                                 With copies to:

                             John E. Freechack, Esq.
              Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLC
                        333 West Wacker Drive, Suite 2700
                             Chicago, Illinois 60606
                                 (312) 984-3100

                         CALCULATION OF REGISTRATION FEE
======================================================================================================================

                                                       Proposed Maximum      Proposed Maximum
     Title of Securities           Amount to be         Offering Price          Aggregate              Amount of
       to be Registered          Registered(1)(2)        per Share(3)      Offering Price(2)(3)   Registration Fee(3)

----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value     116,500 shares            $37.43              $4,360,595              $352.77
======================================================================================================================
(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
     "Securities Act"), this Registration Statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the Kankakee Bancorp,
     Inc. 2003 Stock Incentive Plan.

(2)  Pursuant to Rule 416(a) under the Securities Act, this Registration
     Statement also registers such indeterminate number of additional shares as
     may be issuable under the Plan in connection with share splits, share
     dividends or similar transactions.

(3)  Estimated pursuant to Rule 457(h) under the Securities Act, solely for the
     purpose of calculating the registration fee, based on the average of the
     high and low prices for the Registrant's common stock as reported on April
     28, 2003.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the Kankakee Bancorp, Inc. 2003 Stock
Incentive Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act").

     Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                       I-1
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Certain Documents by Reference.

     The following documents previously or concurrently filed by Kankakee
Bancorp, Inc. (the "Company") with the Commission are hereby incorporated by
reference into this Registration Statement:

     (a)  The Company's Annual Report on Form 10-K for the year ended December
          31, 2002;

     (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          since the end of the last fiscal year; and

     (c)  The description of the Company's Common Stock set forth the Company's
          Registration Statement on Form S-1, filed with the Commission on
          September 11, 1992, is hereby incorporated by reference, together with
          all amendments or reports filed for the purpose of updating such
          description.

     All documents subsequently filed by the Company or the Plan with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or deemed
to be incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein 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 and the Prospectus.

Item 4.   Description of Securities.

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     In accordance with the Delaware General Corporation Law, Articles Eleventh
and Twelfth of the Company's Certificate of Incorporation provides as follows:

     ELEVENTH:

          A. Each person who was or is made a party or is threatened to be made
     a party to or is otherwise involved in any action, suit or proceeding,
     whether civil, criminal, administrative or investigative (hereinafter a
     "proceeding"), by reason of the fact that he or she is or was a director or
     an officer of the Corporation or is or was serving at the request of the
     Corporation as a director, officer, employee or agent of another
     corporation or of a partnership, joint venture, trust or other enterprise,
     including service with respect to an employee benefit plan (hereinafter an
     "indemnitee"), whether the basis of such proceeding is alleged action in an
     official capacity as a director, officer, employee or agent or in any other
     capacity while serving as a director, officer, employee or agent, shall be
     indemnified and held harmless by the Corporation to the fullest extent

                                      II-1
authorized by the Delaware General Corporation Law, as the same exists or
     may hereafter be amended (but, in the case of any such amendment, only to
     the extent that such amendment permits the Corporation to provide broader
     indemnification rights than such law permitted the Corporation to provide
     prior to such amendment), against all expense, liability and loss
     (including attorneys' fees, judgments, fines, ERISA excise taxes or
     penalties and amounts paid in settlement) reasonably incurred or suffered
     by such indemnitee in connection therewith; provided, however, that, except
     as provided in Section C hereof with respect to proceedings to enforce
     rights to indemnification, the Corporation shall indemnify any such
     indemnitee in connection with a proceeding (or part thereof) initiated by
     such indemnitee only if such proceeding (or part thereof) was authorized by
     the Board of Directors of the Corporation.

          B. The right to indemnification conferred in Section A of this Article
     shall include the right to be paid by the Corporation the expenses incurred
     in defending any such proceeding in advance of its final disposition
     (hereinafter an "advancement of expenses"); provided, however, that, if the
     Delaware General Corporation Law requires, an advancement of expenses
     incurred by an indemnitee in his or her capacity as a director or officer
     (and not in any other capacity in which service was or is rendered by such
     indemnitee, including, without limitation, service to an employee benefit
     plan) shall be made only upon delivery to the Corporation of an undertaking
     (hereinafter an "undertaking"), by or on behalf of such indemnitee, to
     repay all amounts so advanced if it shall ultimately be determined by final
     judicial decision from which there is no further right to appeal
     (hereinafter a "final adjudication"), that such indemnitee is not entitled
     to be, indemnified for such expenses under this Section or otherwise. The
     rights to indemnification and to the advancement of expenses conferred in
     Sections A and B of this Article shall be contract rights and such rights
     shall continue as to an indemnitee who has ceased to be a director,
     officer, employee or agent and shall inure to the benefit of the
     indemnitee's heirs, executors and administrators.

          C. If a claim under Section A or B of this Article is not paid in full
     by the Corporation within sixty days after a written claim has been
     received by the Corporation, except in the case of a claim for an
     advancement of expenses, in which case the applicable period shall be
     twenty days, the indemnitee may at any time thereafter bring suit against
     the Corporation to recover the unpaid amount of the claim. If successful in
     whole or in part in any such suit, or in a suit brought by the Corporation
     to recover an advancement of expenses pursuant to the terms of an
     undertaking, the indemnitee shall also be entitled to be paid the expense
     of prosecuting or defending such suit. In (i) any suit brought by the
     indemnitee to enforce a right to indemnification hereunder (but not in a
     suit brought by the indemnitee to enforce a right to an advancement of
     expenses) it shall be a defense that, and (ii) in any suit by the
     Corporation to recover an advancement of expenses pursuant to the terms of
     an undertaking the Corporation shall be entitled to recover such expenses
     upon a final adjudication that, the indemnitee has not met any applicable
     standard for indemnification set forth in the Delaware General Corporation
     Law. Neither the failure of the Corporation (including its Board of
     Directors, independent legal counsel, or its stockholders) to have made a
     determination prior to the commencement of such suit that indemnification
     of the indemnitee is proper in the circumstances because the indemnitee has
     met the applicable standard of conduct set forth in the Delaware General
     Corporation Law, nor an actual determination by the Corporation (including
     its Board of Directors, independent legal counsel, or its stockholders)
     that the indemnitee has not met such applicable standard of conduct, shall
     create a presumption that the indemnitee has not met the applicable
     standard of conduct or, in the case of such a suit brought by the
     indemnitee, be a defense to such suit. In any suit brought by the
     indemnitee to enforce a right to indemnification or to an advancement of
     expenses hereunder, or by the Corporation to recover an advancement of
     expenses pursuant to the terms of an undertaking, the burden of proving
     that the indemnitee is not entitled to be indemnified, or to such
     advancement of expenses, under this Article or otherwise shall be on the
     Corporation.

          D. The rights to indemnification and to the advancement of expenses
     conferred in this Article shall not be exclusive of any other right which
     any person may have or hereafter

                                      II-2
acquire under any statute, the Corporation's Certificate of Incorporation,
     Bylaws, agreement, vote of stockholders or Disinterested Directors or
     otherwise.

          E. The Corporation may maintain insurance, at its expense, to protect
     itself and any director, officer, employee or agent of the Corporation or
     another corporation, partnership, joint venture, trust or other enterprise
     against any expense, liability or loss, whether or not the Corporation
     would have the power to indemnify such person against such expense,
     liability or loss under the Delaware General Corporation Law.

          F. The Corporation may, to the extent authorized from time to time by
     the Board of Directors, grant rights to indemnification and to the
     advancement of expenses to any employee or agent of the Corporation to the
     fullest extent of the provisions of this Article with respect to the
     indemnification and advancement of expenses of directors and officers of
     the Corporation.

          TWELFTH: A director of this Corporation shall not be personally liable
     to the corporation or its stockholders for monetary damages for breach of
     fiduciary duty as a director, except for liability (i) for any breach of
     the director's duty of loyalty to the Corporation or its stockholders, (ii)
     for acts or omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law, (iii) under Section 174 of the
     Delaware General Corporation Law, or (iv) for any transaction from which
     the director derived an improper personal benefit. If the Delaware General
     Corporation Law is hereafter amended to further eliminate or limit the
     personal liability of directors, then the liability of a director of the
     Corporation shall be eliminated or limited to the fullest extent permitted
     by the Delaware General Corporation Law, as so amended.

     Any repeal or modification of the foregoing paragraph by the stockholders
     of the Corporation shall not adversely affect any right or protection of a
     director of the corporation existing at the time of such repeal or
     modification.

     The Company also carries Directors' and Officers' liability insurance in
     the amount of $7.0 million.

Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.   Exhibits.

     See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.

Item 9.   Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to the Registration Statement to include:
     (i) any prospectus required by Section 10(a)(3) of the Securities Act; (ii)
     to reflect in the prospectus any facts or events arising after the
     effective date of the Registration Statement which, individually or in the
     aggregate, represent a fundamental change in the information set forth in
     the Registration Statement; and (iii) 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 provisions (i) and (ii) of this
     undertaking are inapplicable if the information to be filed thereunder is
     contained in periodic reports filed by the Company pursuant to Sections 13
     or 15(d) of the Exchange Act and incorporated by reference into the
     Registration Statement.

                                      II-3
(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.

     (b)  The undersigned Registrant hereby undertakes that, for 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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.

     (h)  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 provision, 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 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 of expenses incurred or paid by a director, officer or
controlling person 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.

                                      II-4
SIGNATURES

     In accordance with the requirements of the Securities Act of 1933, the
Registrants certify that they have reasonable grounds to believe that they meet
all of the requirements of filing on Form S-8 and have duly caused this
Registration Statement to be signed on their behalf by the undersigned,
thereunder duly authorized, in the City of Kankakee, State of Illinois, on May
1, 2003.

                                       KANKAKEE BANCORP, INC.

                                       By:   /s/ Carol Hoekstra
                                          --------------------------------------
                                             Carol Hoekstra
                                             Principal Executive Officer

                                       By:   /s/ Ronald J. Walters
                                          --------------------------------------
                                                Ronald J. Walters
                                                Vice President and Treasurer

                                       KANKAKEE BANCORP, INC. 2003 STOCK
                                       INCENTIVE PLAN

                                       By:   KANKAKEE BANCORP, INC.

                                             By: /s/ Carol Hoekstra
                                                 -------------------------------
                                                 Carol Hoekstra
                                                 Principal Executive Officer

                                      II-5
POWER OF ATTORNEY

     Know all men by these presents, that each person whose signature appears
below constitutes and appoints Michael A. Griffith, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him or her and in his or her name, place and stead, in any and all
capacities to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

     In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
indicated on May 1, 2003.

                  Signature                                        Title
                  ---------                                        -----

         /s/ Michael A. Griffith                          Chairman and Director
         --------------------------------------------
         Michael A. Griffith

         /s/ Brenda L. Baird                              Director
         --------------------------------------------
         Brenda L. Baird

         /s/ William Cheffer                              Director
         --------------------------------------------
         William Cheffer

         /s/ Mark L. Smith                                Director
         ------------------------------------
         Mark L. Smith

         /s/ Wesley E. Walker                             Director
         --------------------------------------------
         Wesley E. Walker

                                      II-6
KANKAKEE BANCORP, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT
Incorporated
                                                             Herein by                   Filed
   Exhibit No.               Description                    Reference to               Herewith
-----------------------------------------------------------------------------------------------------
4.1         Certificate of Incorporation    Exhibit 3.1 to the
                    of Kankakee Bancorp, Inc.       Company's registration
                                                    statement on Form S-1 filed
                                                    with the Commissioner on
                                                    September 11, 1992

        4.2         Bylaws of Kankakee Bancorp,     Exhibit 3.2 to the
                    Inc.                            Company's registration
                                                    statement on Form S-1 filed
                                                    with the Commissioner on
                                                    September 11, 1992

        5.1         Opinion of Barack Ferrazzano                                           X
                    Kirschbaum Perlman &
                    Nagelberg LLC

       10.1         Kankakee Bancorp, Inc. 2003                                            X
                    Stock Incentive Plan

       23.1         Consent of McGladrey &                                                 X
                    Pullen, LLP

       23.2         Consent of Barack Ferrazzano                                  Included in
                    Kirschbaum Perlman &                                          Exhibit 5.1
                    Nagelberg LLC

       24.1         Power of Attorney                                             Included on the
                                                                                  Signature Page to
                                                                                  this Registration
                                                                                  Statement
E-1