<PAGE>   1

     As filed with the Securities and Exchange Commission on March 27, 1997

                                                Registration No. 333-__________

===========================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                                    FORM S-8
                             Registration Statement
                        Under The Securities Act of 1933

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

                        ST. FRANCIS CAPITAL CORPORATION
             (Exact name of Registrant as Specified in its Charter)


<TABLE>
<S>                                     <C>                                             <C>
        WISCONSIN                                      6711                                 39-1747461
(State or other jurisdiction of                    (Primary Standard                     (I.R.S. Employer
incorporation or organization)          Industrial Classification Code Number)          Identification No.)
</TABLE>

                         3545 SOUTH KINNICKINNIC AVENUE
                           MILWAUKEE, WISCONSIN 53235
                                 (414) 744-8600                  
                            -----------------------
              (Address, including Zip Code, and Telephone Number,
       including Area Code, of Registrant's Principal Executive Offices)


                        ST. FRANCIS CAPITAL CORPORATION
                             1997 STOCK OPTION PLAN           
                            (Full title of the plan)

                           THOMAS R. PERZ, PRESIDENT
                        ST. FRANCIS CAPITAL CORPORATION
                         3545 SOUTH KINNICKINNIC AVENUE
                           MILWAUKEE, WISCONSIN 53235
                                (414) 744-8600
 ------------------------------------------------------------------------------
 (Name, Address, including Zip Code, and Telephone Number, including Area Code,
                             of Agent for Service)


                                   Copies to:

                            PATRICK J. MARGET, ESQ.
                            MICHAEL BEST & FRIEDRICH
                           100 EAST WISCONSIN AVENUE
                                   SUITE 3300
                           MILWAUKEE, WISCONSIN 53202


         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box.  [x]
<PAGE>   2


                        CALCULATION OF REGISTRATION FEE

================================================================================

<TABLE>
<CAPTION>
         TITLE OF                                           PROPOSED                 PROPOSED
        SECURITIES                                          MAXIMUM                   MAXIMUM                 AMOUNT OF
          TO BE                 AMOUNT TO BE             OFFERING PRICE              AGGREGATE               REGISTRATION
        REGISTERED              REGISTERED(1)              PER SHARE                 OFFERING                    FEE
                                               
------------------------------------------------------------------------------------------------------------------------------------
     <S>                        <C>                        <C>                       <C>                        <C>
       Common Stock             220,000(2)                 $30.00(3)                 $6,600,000                 $2,000
     $0.10 par value
        per share
                                                                                                                         
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Together with an indeterminate number of additional shares which may
         be necessary to adjust the number of shares reserved for issuance
         pursuant to the St. Francis Capital Corporation 1997 Stock Option Plan
         (the "1997 Option Plan"), as the result of a stock split, stock
         dividend or similar adjustment of the outstanding Common Stock of St.
         Francis Capital Corporation pursuant to Rule 416(a).

(2)      Represents 220,000 shares reserved for issuance under the 1997 Option
         Plan.

(3)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 457(h)(1).  The proposed maximum offering price per
         share is based upon the average of the high and low prices for the
         shares of Common Stock as reported on the NASDAQ National Market
         System on March 21, 1997.

                ________________________________________________


         This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section  230.462.





                            Total Number of Pages: 7
                           Exhibit Index on Page:  7
<PAGE>   3

PART I.  INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         ITEMS 1 AND 2.   PLAN INFORMATION AND REGISTRANT INFORMATION AND
                          EMPLOYEE PLAN ANNUAL INFORMATION.

                 The information required by Part I (Items 1 and 2) will be
included in documents sent or given to participants in the St. Francis Capital
Corporation 1997 Stock Option Plan (the "1997 Option Plan").  Such documents
are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 in reliance on Rule 428.


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The following documents filed by St. Francis Capital
Corporation (the "Company") with the Commission are incorporated herein by
reference and made a part hereof:

         (a)     The Company's latest Annual Report on Form 10-K for the year
                 ended September 30, 1996, which includes the consolidated
                 statements of financial condition of the Company as of
                 September 30, 1996 and 1995 and the related consolidated
                 statements of income, changes in shareholders' equity and cash
                 flows for each of the years in the three year period ended
                 September 30, 1996, together with the related notes and Report
                 of Independent Auditors of the Company (dated October 25,
                 1996).

         (b)     All other reports filed pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934, as amended, since the end of
                 the last fiscal year for which financial statements were
                 included in the report referred to in (a) above.

         (c)     The Company's Proxy Statement relating to the Company's Annual
                 Meeting of Shareholders held on January 22, 1997, filed with
                 the Commission on December 16, 1996.

         (d)     The description of the Company's Common Stock contained in the
                 Company's Prospectus, dated April 22, 1993, and included in
                 the Company's Registration Statement on Form S-1 (File No.
                 33-58680) which was declared effective by the Commission on
                 April 22, 1993.

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

          ITEM 4.         DESCRIPTION OF SECURITIES.

                          Not Applicable.

          ITEM 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL.

                          Not Applicable.




                                     -1-
<PAGE>   4

          ITEM 6.         INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 The Company is incorporated under the Wisconsin Business
Corporation Law ("WBCL").  Under Section 180.0851(1) of the WBCL, the Company
is required to indemnify a director or officer, to the extent such person is
successful on the merits or otherwise in the defense of a proceeding, for all
reasonable expenses incurred in the proceeding if such person was a party
because he or she was a director or officer of the Company.  In all other
cases, the Company is required by Section 180.0851(2) to indemnify a director
or officer against liability incurred in a proceeding to which such a person
was a party because he or she was a director or officer of the Company, unless
it is determined that he or she breached or failed to perform a duty owed to
the Company and the breach or failure to perform constitutes: (i) a willful
failure to deal fairly with the Company or its shareholders in connection with
a matter in which the director or officer has a material conflict of interest;
(ii) a violation of criminal law, unless the director or officer had reasonable
cause to believe his or her conduct was unlawful; (iii) a transaction from
which the director or officer derived an improper personal profit; or (iv)
willful misconduct. Section 180.0858(1) provides that, subject to certain
limitations, the mandatory indemnification provisions do not preclude any
additional right to indemnification or allowance of expenses that a director or
officer may have under the Company's articles of incorporation, bylaws, a
written agreement or a resolution of the Board of Directors or shareholders.

                 Section 180.0859 of the WBCL provides that it is the public
policy of the State of Wisconsin to require or permit indemnification,
allowance of expenses and insurance to the extent required to be permitted
under Sections 180.0850 to 180.0858 of the WBCL, for any liability incurred in
connection with a proceeding involving a federal or state statute, rule or
regulation regulating the offer, sale or purchase of securities.

                 Section 180.0828 of the WBCL provides that, with certain
exceptions, a director is not liable to a corporation, its shareholders, or any
person asserting rights on behalf of the corporation or its shareholders, for
damages, settlements, fees, fines, penalties or other monetary liabilities
arising from a breach of, or failure to perform, any duty resulting solely from
his or her status as a director, unless the person asserting liability proves
that the breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(2) referred to above.

                 Section 180.0833 of the WBCL provides that with certain
exceptions, directors of the Company against whom claims are asserted with
respect to the declaration of improper dividends or distributions to
shareholders or certain other improper acts which they approved are entitled to
contribution from other directors who approved such actions and from
shareholders who knowingly accepted an improper dividend or distribution, as
provided therein.  In addition, Articles VIII and IX of the Company's Articles
of Incorporation provide as follows:

                 "Article VIII.  Indemnification."

                 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 service as
                          a director or officer of the Corporation or is or was
                          serving or has agreed to serve at the request of the
                          Corporation as a director or officer of another
                          corporation, including, without limitation, any
                          subsidiary, 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 their capacity as a director or
                          officer or in any other capacity while serving as
                          such, shall be indemnified and held harmless to the
                          fullest extent authorized by the WBCL, as the same
                          exists or may hereafter be amended (but, in the case
                          of any amendment, only to the extent the amendment
                          permits the Corporation to provide broader
                          indemnification rights than such law permitted prior
                          to amendment), against all expense, liability and
                          loss (including attorneys' fees, judgments, fines,
                          Employee Retirement Income Security Act of 1974
                          excise taxes or penalties and amounts paid in
                          settlement) reasonably incurred or suffered





                                      -2-
<PAGE>   5

                          by the indemnitee in connection therewith; provided,
                          however, that, except as provided in Section C of
                          this Article VIII with respect to proceedings to
                          enforce rights to indemnification, the Corporation
                          shall indemnify such indemnitee in connection with a
                          proceeding (or part thereof) initiated by the
                          indemnitee only if the proceeding (or part thereof)
                          was authorized by the Board pursuant to the WBCL on
                          written request by the indemnitee to the Corporation.

                 B.       The right to indemnification conferred in Section A
                          of this Article VIII shall include the right to be
                          paid by the Corporation the expenses incurred in
                          defending any such proceeding in advance of its final
                          disposition ("advancement of expenses"); provided,
                          that if the WBCL 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 ("undertaking"), by or
                          on behalf of the indemnitee, to repay all amounts so
                          advanced if it is ultimately determined by final
                          judicial decision from which there is no further
                          right to appeal ("final adjudication") that the
                          indemnitee is not entitled to indemnification for
                          expenses under this Section B or otherwise, together
                          with a written affirmation by the indemnitee of his
                          or her good faith belief that he or she has not
                          breached or failed his or her duties to the
                          Corporation.  The rights to indemnification and to
                          the advancement of expenses conferred in Sections A
                          and B of this Article VIII shall be contract rights
                          and such rights shall continue as to an indemnitee
                          who has ceased to be a director or officer and shall
                          inure to the benefit of the indemnitee's heirs,
                          executors and administrators.

                 C.       The rights to indemnification and to advancement of
                          expenses conferred in this Article VIII shall not be
                          exclusive of any other right which any person may
                          have or hereafter acquire under any statute, these
                          Articles of Incorporation, By- laws, agreement, vote
                          of shareholders or directors, or otherwise.

                 D.       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, regardless of whether the Corporation would
                          have the power to indemnify such person against such
                          expense, liability or loss under the WBCL.

                 E.       The Corporation may, as authorized from time to time
                          by a majority vote of disinterested directors, grant
                          indemnification and advancement of expenses to any
                          employee or agent of the Corporation or any person
                          who is or was serving or has agreed to serve at the
                          request of the Corporation as an employee or agent of
                          another corporation, including, without limitation,
                          any subsidiary of the Corporation, partnership, joint
                          venture, trust or other enterprise, including service
                          with respect to an employee benefit plan, to the
                          fullest extent of this Article VIII permits
                          indemnification and advancement of expenses for
                          directors and officers of the Corporation.

                 "Article IX.  Limitation of Liability."

                 A.       A director of this Corporation shall not be
                          personally liable to the Corporation or its
                          shareholders, or any person asserting rights on
                          behalf of the Corporation or its shareholders, for
                          monetary damages for breach or failure to perform any
                          duty resulting from his or her status unless the
                          person asserting liability proves that the breach or
                          failure to perform constitutes (i) a willful failure
                          to deal fairly with the Corporation or its
                          shareholders in a matter in which the director has a
                          material conflict of interest; (ii) a violation of
                          criminal law, unless the director had reasonable
                          cause to believe  his or her conduct was lawful;
                          (iii) a transaction from which the director received
                          an improper





                                      -3-
<PAGE>   6
                          personal benefit; or (iv) willful misconduct.  If the
                          WBCL is hereafter amended to authorize corporate
                          action further eliminating or limiting the personal
                          liability of directors, the liability of directors of
                          the Corporation shall be eliminated or limited to the
                          fullest extent permitted by such law as amended.

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

                 The directors and officers of the Company are included in the
directors' and officers' liability insurance policy applicable to St. Francis
Bank, F.S.B., the Company's wholly-owned federally-chartered stock savings bank
subsidiary ("St. Francis Bank").  The Company has not obtained substitute or
additional directors' and officers' liability coverage for liability which may
be incurred in their capacity as such.  St. Francis Bank's insurance policy
provides that, subject to the applicable liability limits and retention
amounts, the insurer will reimburse directors and officers of St. Francis Bank
for a "loss" (as defined in the policy) sustained by a director or officer
resulting from any claim made against them for a "wrongful act" (as defined in
the policy).  The policy also provides that, subject to the applicable
liability limits and retention amounts, the insurer will reimburse St. Francis
Bank for a loss for which St. Francis Bank has lawfully indemnified (or is
required or permitted by law to indemnify) a director or officer resulting from
any such claim.  Subject to certain exclusions set forth in the policy,
"wrongful act" is defined to mean any actual or alleged error, misstatement,
misleading statement, act or omission, or neglect or breach of duty by the
directors or officers in the discharge of their duties solely in their
capacities as such directors or officers.

          ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED.

                          Not Applicable.

          ITEM 8.         EXHIBITS.

                          The Exhibits to this Registration Statement are listed
in the Exhibit Index on page 7 of this Registration Statement, which Exhibit
Index is incorporated herein by reference.

          ITEM 9.         UNDERTAKINGS.

          The undersigned Registrant hereby undertakes as follows:

          (1)    To file, during any period in which offers or sales are being
                 made, a post-effective amendment to this Registration
                 Statement:

              (i)    To include any Prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933;

             (ii)    To reflect in the Prospectus any facts or events arising
                     after the effective date of the Registration Statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the Registration
                     Statement; and

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

                 Provided, however, that paragraphs (1)(i) and (1)(ii) do not
                 apply if the Registration Statement is on Form S-3, Form S-8
                 or Form F-3, and the information required to be included in a
                 post-effective amendment by those paragraphs is contained in
                 periodic reports filed with or furnished





                                      -4-
<PAGE>   7

                 to the Commission by the Registrant pursuant to Section 13 or
                 15(d) of the Securities Exchange Act of 1934, that are
                 incorporated by reference in the Registration Statement.

         (2)     That, for the purpose of determining any liability under the
                 Securities Act of 1933, each such post-effective amendment
                 shall be deemed to be a new Registration Statement relating to
                 the securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial bona
                 fide offering thereof.

         (3)     To remove from registration by means of a post-effective
                 amendment any of the securities being registered which remain
                 unsold at the termination of the Offering.

         (4)     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 (and, where applicable, each filing of an
                 employee benefit plan's annual report pursuant to Section
                 15(d) of the Securities Exchange Act of 1934) that is
                 incorporated by reference in the Registration Statement shall
                 be deemed to be a new registration statement relating to the
                 securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial bona
                 fide offering thereof.

         (5)     Insofar as indemnification for liabilities arising under the
                 Securities Act of 1933 may be permitted to directors, officers
                 and controlling persons of the Registrant pursuant to the
                 foregoing provisions, or otherwise, the Registrant has been
                 advised that in the opinion of the Securities and Exchange
                 Commission, such indemnification is against public policy as
                 expressed in the Act, and is, therefore, unenforceable.  In
                 the event that a claim for indemnification against such
                 liabilities (other than the payment by the Registrant of
                 expenses incurred or paid by a director, officer or
                 controlling person of the Registrant in the successful defense
                 of any action, suit or proceeding) is asserted by such
                 director, officer or controlling person in connection with the
                 securities being registered, the Registrant will, unless in
                 the opinion of its counsel the matter has been settled by
                 controlling precedent, submit to a court of appropriate
                 jurisdiction the question whether such indemnification by it
                 is against public policy as expressed in the Act and will be
                 governed by the final adjudication of such issue.





                                      -5-
<PAGE>   8

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, State of Wisconsin on
March 27, 1997.

                                        ST. FRANCIS CAPITAL CORPORATION


                                        By:   /s/ Thomas R. Perz
                                           -----------------------------
                                        Thomas R. Perz, President and
                                        Chief Executive Officer

                               POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas R. Perz and Jon D.  Sorenson, and
each of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including
pre-effective and 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 attorneys-in-fact and agents, and each of them acting singly, full
power and authority to do and perform each and every act and thing necessary
and requisite to be done, as fully and to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them may lawfully do or cause to be done
by virtue hereof.

      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.

<TABLE>
<CAPTION>
      SIGNATURE                                          TITLE                                       DATE
      ---------                                          -----                                       ----
<S>                                        <C>
/s/ Thomas R. Perz                                 President, Chief Executive Officer
----------------------------------                 and Director (Principal Executive Officer)                                  
Thomas R. Perz                                     

/s/ Jon D. Sorenson                                Chief Financial Officer and Treasurer
----------------------------------                 (Principal Financial and Accounting                                     
Jon D. Sorenson                                    Officer)
                                                   

/s/ John C. Schlosser                              Director
----------------------------------                         
John C. Schlosser

/s/ Jeffrey A. Reigle                              Director
----------------------------------                         
Jeffrey A. Reigle

/s/ Rudolph T. Hoppe                               Director                                          March 27, 1997
----------------------------------                                                                               
Rudolph T. Hoppe

/s/ David J. Drury                                 Director
----------------------------------                         
David J. Drury

/s/ Edward W. Mentzer                              Director
----------------------------------                         
Edward W. Mentzer

/s/ Edmund O. Templeton                            Director
--------------------------                         
Edmund O. Templeton
</TABLE>





                                      -6-
<PAGE>   9

                                 EXHIBIT INDEX

REGULATION S-K
 EXHIBIT NO.                      DESCRIPTION OF DOCUMENT


Exhibit 4                 St. Francis Capital Corporation 1997 Stock Option
                          Plan

Exhibit 5                 Opinion of Michael Best & Friedrich

Exhibit 23.1              Consent of KPMG Peat Marwick LLP

Exhibit 23.2              Consent of Michael Best & Friedrich (included in
                          Exhibit 5)

Exhibit 24                Power of Attorney (included as part of signature
                          page)





                                      -7-
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{"company-data": {"conformed-name": "ST FRANCIS CAPITAL CORP", "cik": "0000897941", "assigned-sic": "6035", "irs-number": "391747461", "state-of-incorporation": "WI", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24057", "film-number": "97565214"}, "business-address": {"street1": "3545 SOUTH KINICKINNIC AVENUE", "city": "MILWAUKEE", "state": "WI", "zip": "53235-3700", "phone": "4147448600"}, "mail-address": {"street1": "3545 S KINNICKINNIC AVE", "city": "MILWAUKEE", "state": "WI", "zip": "53235"}}
1

     As filed with the Securities and Exchange Commission on March 27, 1997

                                                Registration No. 333-__________

===========================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                                    FORM S-8
                             Registration Statement
                        Under The Securities Act of 1933

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

                        ST. FRANCIS CAPITAL CORPORATION
             (Exact name of Registrant as Specified in its Charter)
WISCONSIN                                      6711                                 39-1747461
(State or other jurisdiction of                    (Primary Standard                     (I.R.S. Employer
incorporation or organization)          Industrial Classification Code Number)          Identification No.)
3545 SOUTH KINNICKINNIC AVENUE
                           MILWAUKEE, WISCONSIN 53235
                                 (414) 744-8600                  
                            -----------------------
              (Address, including Zip Code, and Telephone Number,
       including Area Code, of Registrant's Principal Executive Offices)

                        ST. FRANCIS CAPITAL CORPORATION
                             1997 STOCK OPTION PLAN           
                            (Full title of the plan)

                           THOMAS R. PERZ, PRESIDENT
                        ST. FRANCIS CAPITAL CORPORATION
                         3545 SOUTH KINNICKINNIC AVENUE
                           MILWAUKEE, WISCONSIN 53235
                                (414) 744-8600
 ------------------------------------------------------------------------------
 (Name, Address, including Zip Code, and Telephone Number, including Area Code,
                             of Agent for Service)

                                   Copies to:

                            PATRICK J. MARGET, ESQ.
                            MICHAEL BEST & FRIEDRICH
                           100 EAST WISCONSIN AVENUE
                                   SUITE 3300
                           MILWAUKEE, WISCONSIN 53202

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box.  [x]
2

                        CALCULATION OF REGISTRATION FEE

================================================================================
TITLE OF                                           PROPOSED                 PROPOSED
        SECURITIES                                          MAXIMUM                   MAXIMUM                 AMOUNT OF
          TO BE                 AMOUNT TO BE             OFFERING PRICE              AGGREGATE               REGISTRATION
        REGISTERED              REGISTERED(1)              PER SHARE                 OFFERING                    FEE
                                               
------------------------------------------------------------------------------------------------------------------------------------
Common Stock             220,000(2)                 $30.00(3)                 $6,600,000                 $2,000
     $0.10 par value
        per share
                                                                                                                         
------------------------------------------------------------------------------------------------------------------------------------
(1)      Together with an indeterminate number of additional shares which may
         be necessary to adjust the number of shares reserved for issuance
         pursuant to the St. Francis Capital Corporation 1997 Stock Option Plan
         (the "1997 Option Plan"), as the result of a stock split, stock
         dividend or similar adjustment of the outstanding Common Stock of St.
         Francis Capital Corporation pursuant to Rule 416(a).

(2)      Represents 220,000 shares reserved for issuance under the 1997 Option
         Plan.

(3)      Estimated solely for the purpose of determining the registration fee
         pursuant to Rule 457(h)(1).  The proposed maximum offering price per
         share is based upon the average of the high and low prices for the
         shares of Common Stock as reported on the NASDAQ National Market
         System on March 21, 1997.

                ________________________________________________

         This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section  230.462.

                            Total Number of Pages: 7
                           Exhibit Index on Page:  7
3

PART I.  INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         ITEMS 1 AND 2.   PLAN INFORMATION AND REGISTRANT INFORMATION AND
                          EMPLOYEE PLAN ANNUAL INFORMATION.

                 The information required by Part I (Items 1 and 2) will be
included in documents sent or given to participants in the St. Francis Capital
Corporation 1997 Stock Option Plan (the "1997 Option Plan").  Such documents
are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 in reliance on Rule 428.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE.

                 The following documents filed by St. Francis Capital
Corporation (the "Company") with the Commission are incorporated herein by
reference and made a part hereof:

         (a)     The Company's latest Annual Report on Form 10-K for the year
                 ended September 30, 1996, which includes the consolidated
                 statements of financial condition of the Company as of
                 September 30, 1996 and 1995 and the related consolidated
                 statements of income, changes in shareholders' equity and cash
                 flows for each of the years in the three year period ended
                 September 30, 1996, together with the related notes and Report
                 of Independent Auditors of the Company (dated October 25,
                 1996).

         (b)     All other reports filed pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934, as amended, since the end of
                 the last fiscal year for which financial statements were
                 included in the report referred to in (a) above.

         (c)     The Company's Proxy Statement relating to the Company's Annual
                 Meeting of Shareholders held on January 22, 1997, filed with
                 the Commission on December 16, 1996.

         (d)     The description of the Company's Common Stock contained in the
                 Company's Prospectus, dated April 22, 1993, and included in
                 the Company's Registration Statement on Form S-1 (File No.
                 33-58680) which was declared effective by the Commission on
                 April 22, 1993.

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

          ITEM 4.         DESCRIPTION OF SECURITIES.

                          Not Applicable.

          ITEM 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL.

                          Not Applicable.

                                     -1-
4

          ITEM 6.         INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 The Company is incorporated under the Wisconsin Business
Corporation Law ("WBCL").  Under Section 180.0851(1) of the WBCL, the Company
is required to indemnify a director or officer, to the extent such person is
successful on the merits or otherwise in the defense of a proceeding, for all
reasonable expenses incurred in the proceeding if such person was a party
because he or she was a director or officer of the Company.  In all other
cases, the Company is required by Section 180.0851(2) to indemnify a director
or officer against liability incurred in a proceeding to which such a person
was a party because he or she was a director or officer of the Company, unless
it is determined that he or she breached or failed to perform a duty owed to
the Company and the breach or failure to perform constitutes: (i) a willful
failure to deal fairly with the Company or its shareholders in connection with
a matter in which the director or officer has a material conflict of interest;
(ii) a violation of criminal law, unless the director or officer had reasonable
cause to believe his or her conduct was unlawful; (iii) a transaction from
which the director or officer derived an improper personal profit; or (iv)
willful misconduct. Section 180.0858(1) provides that, subject to certain
limitations, the mandatory indemnification provisions do not preclude any
additional right to indemnification or allowance of expenses that a director or
officer may have under the Company's articles of incorporation, bylaws, a
written agreement or a resolution of the Board of Directors or shareholders.

                 Section 180.0859 of the WBCL provides that it is the public
policy of the State of Wisconsin to require or permit indemnification,
allowance of expenses and insurance to the extent required to be permitted
under Sections 180.0850 to 180.0858 of the WBCL, for any liability incurred in
connection with a proceeding involving a federal or state statute, rule or
regulation regulating the offer, sale or purchase of securities.

                 Section 180.0828 of the WBCL provides that, with certain
exceptions, a director is not liable to a corporation, its shareholders, or any
person asserting rights on behalf of the corporation or its shareholders, for
damages, settlements, fees, fines, penalties or other monetary liabilities
arising from a breach of, or failure to perform, any duty resulting solely from
his or her status as a director, unless the person asserting liability proves
that the breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(2) referred to above.

                 Section 180.0833 of the WBCL provides that with certain
exceptions, directors of the Company against whom claims are asserted with
respect to the declaration of improper dividends or distributions to
shareholders or certain other improper acts which they approved are entitled to
contribution from other directors who approved such actions and from
shareholders who knowingly accepted an improper dividend or distribution, as
provided therein.  In addition, Articles VIII and IX of the Company's Articles
of Incorporation provide as follows:

                 "Article VIII.  Indemnification."

                 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 service as
                          a director or officer of the Corporation or is or was
                          serving or has agreed to serve at the request of the
                          Corporation as a director or officer of another
                          corporation, including, without limitation, any
                          subsidiary, 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 their capacity as a director or
                          officer or in any other capacity while serving as
                          such, shall be indemnified and held harmless to the
                          fullest extent authorized by the WBCL, as the same
                          exists or may hereafter be amended (but, in the case
                          of any amendment, only to the extent the amendment
                          permits the Corporation to provide broader
                          indemnification rights than such law permitted prior
                          to amendment), against all expense, liability and
                          loss (including attorneys' fees, judgments, fines,
                          Employee Retirement Income Security Act of 1974
                          excise taxes or penalties and amounts paid in
                          settlement) reasonably incurred or suffered

                                      -2-
5

                          by the indemnitee in connection therewith; provided,
                          however, that, except as provided in Section C of
                          this Article VIII with respect to proceedings to
                          enforce rights to indemnification, the Corporation
                          shall indemnify such indemnitee in connection with a
                          proceeding (or part thereof) initiated by the
                          indemnitee only if the proceeding (or part thereof)
                          was authorized by the Board pursuant to the WBCL on
                          written request by the indemnitee to the Corporation.

                 B.       The right to indemnification conferred in Section A
                          of this Article VIII shall include the right to be
                          paid by the Corporation the expenses incurred in
                          defending any such proceeding in advance of its final
                          disposition ("advancement of expenses"); provided,
                          that if the WBCL 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 ("undertaking"), by or
                          on behalf of the indemnitee, to repay all amounts so
                          advanced if it is ultimately determined by final
                          judicial decision from which there is no further
                          right to appeal ("final adjudication") that the
                          indemnitee is not entitled to indemnification for
                          expenses under this Section B or otherwise, together
                          with a written affirmation by the indemnitee of his
                          or her good faith belief that he or she has not
                          breached or failed his or her duties to the
                          Corporation.  The rights to indemnification and to
                          the advancement of expenses conferred in Sections A
                          and B of this Article VIII shall be contract rights
                          and such rights shall continue as to an indemnitee
                          who has ceased to be a director or officer and shall
                          inure to the benefit of the indemnitee's heirs,
                          executors and administrators.

                 C.       The rights to indemnification and to advancement of
                          expenses conferred in this Article VIII shall not be
                          exclusive of any other right which any person may
                          have or hereafter acquire under any statute, these
                          Articles of Incorporation, By- laws, agreement, vote
                          of shareholders or directors, or otherwise.

                 D.       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, regardless of whether the Corporation would
                          have the power to indemnify such person against such
                          expense, liability or loss under the WBCL.

                 E.       The Corporation may, as authorized from time to time
                          by a majority vote of disinterested directors, grant
                          indemnification and advancement of expenses to any
                          employee or agent of the Corporation or any person
                          who is or was serving or has agreed to serve at the
                          request of the Corporation as an employee or agent of
                          another corporation, including, without limitation,
                          any subsidiary of the Corporation, partnership, joint
                          venture, trust or other enterprise, including service
                          with respect to an employee benefit plan, to the
                          fullest extent of this Article VIII permits
                          indemnification and advancement of expenses for
                          directors and officers of the Corporation.

                 "Article IX.  Limitation of Liability."

                 A.       A director of this Corporation shall not be
                          personally liable to the Corporation or its
                          shareholders, or any person asserting rights on
                          behalf of the Corporation or its shareholders, for
                          monetary damages for breach or failure to perform any
                          duty resulting from his or her status unless the
                          person asserting liability proves that the breach or
                          failure to perform constitutes (i) a willful failure
                          to deal fairly with the Corporation or its
                          shareholders in a matter in which the director has a
                          material conflict of interest; (ii) a violation of
                          criminal law, unless the director had reasonable
                          cause to believe  his or her conduct was lawful;
                          (iii) a transaction from which the director received
                          an improper

                                      -3-
6
                          personal benefit; or (iv) willful misconduct.  If the
                          WBCL is hereafter amended to authorize corporate
                          action further eliminating or limiting the personal
                          liability of directors, the liability of directors of
                          the Corporation shall be eliminated or limited to the
                          fullest extent permitted by such law as amended.

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

                 The directors and officers of the Company are included in the
directors' and officers' liability insurance policy applicable to St. Francis
Bank, F.S.B., the Company's wholly-owned federally-chartered stock savings bank
subsidiary ("St. Francis Bank").  The Company has not obtained substitute or
additional directors' and officers' liability coverage for liability which may
be incurred in their capacity as such.  St. Francis Bank's insurance policy
provides that, subject to the applicable liability limits and retention
amounts, the insurer will reimburse directors and officers of St. Francis Bank
for a "loss" (as defined in the policy) sustained by a director or officer
resulting from any claim made against them for a "wrongful act" (as defined in
the policy).  The policy also provides that, subject to the applicable
liability limits and retention amounts, the insurer will reimburse St. Francis
Bank for a loss for which St. Francis Bank has lawfully indemnified (or is
required or permitted by law to indemnify) a director or officer resulting from
any such claim.  Subject to certain exclusions set forth in the policy,
"wrongful act" is defined to mean any actual or alleged error, misstatement,
misleading statement, act or omission, or neglect or breach of duty by the
directors or officers in the discharge of their duties solely in their
capacities as such directors or officers.

          ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED.

                          Not Applicable.

          ITEM 8.         EXHIBITS.

                          The Exhibits to this Registration Statement are listed
in the Exhibit Index on page 7 of this Registration Statement, which Exhibit
Index is incorporated herein by reference.

          ITEM 9.         UNDERTAKINGS.

          The undersigned Registrant hereby undertakes as follows:

          (1)    To file, during any period in which offers or sales are being
                 made, a post-effective amendment to this Registration
                 Statement:

              (i)    To include any Prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933;

             (ii)    To reflect in the Prospectus any facts or events arising
                     after the effective date of the Registration Statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the Registration
                     Statement; and

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

                 Provided, however, that paragraphs (1)(i) and (1)(ii) do not
                 apply if the Registration Statement is on Form S-3, Form S-8
                 or Form F-3, and the information required to be included in a
                 post-effective amendment by those paragraphs is contained in
                 periodic reports filed with or furnished

                                      -4-
7

                 to the Commission by the Registrant pursuant to Section 13 or
                 15(d) of the Securities Exchange Act of 1934, that are
                 incorporated by reference in the Registration Statement.

         (2)     That, for the purpose of determining any liability under the
                 Securities Act of 1933, each such post-effective amendment
                 shall be deemed to be a new Registration Statement relating to
                 the securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial bona
                 fide offering thereof.

         (3)     To remove from registration by means of a post-effective
                 amendment any of the securities being registered which remain
                 unsold at the termination of the Offering.

         (4)     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 (and, where applicable, each filing of an
                 employee benefit plan's annual report pursuant to Section
                 15(d) of the Securities Exchange Act of 1934) that is
                 incorporated by reference in the Registration Statement shall
                 be deemed to be a new registration statement relating to the
                 securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial bona
                 fide offering thereof.

         (5)     Insofar as indemnification for liabilities arising under the
                 Securities Act of 1933 may be permitted to directors, officers
                 and controlling persons of the Registrant pursuant to the
                 foregoing provisions, or otherwise, the Registrant has been
                 advised that in the opinion of the Securities and Exchange
                 Commission, such indemnification is against public policy as
                 expressed in the Act, and is, therefore, unenforceable.  In
                 the event that a claim for indemnification against such
                 liabilities (other than the payment by the Registrant of
                 expenses incurred or paid by a director, officer or
                 controlling person of the Registrant in the successful defense
                 of any action, suit or proceeding) is asserted by such
                 director, officer or controlling person in connection with the
                 securities being registered, the Registrant will, unless in
                 the opinion of its counsel the matter has been settled by
                 controlling precedent, submit to a court of appropriate
                 jurisdiction the question whether such indemnification by it
                 is against public policy as expressed in the Act and will be
                 governed by the final adjudication of such issue.

                                      -5-
8

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, State of Wisconsin on
March 27, 1997.

                                        ST. FRANCIS CAPITAL CORPORATION

                                        By:   /s/ Thomas R. Perz
                                           -----------------------------
                                        Thomas R. Perz, President and
                                        Chief Executive Officer

                               POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas R. Perz and Jon D.  Sorenson, and
each of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including
pre-effective and 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 attorneys-in-fact and agents, and each of them acting singly, full
power and authority to do and perform each and every act and thing necessary
and requisite to be done, as fully and to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them may lawfully do or cause to be done
by virtue hereof.

      PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE                                          TITLE                                       DATE
      ---------                                          -----                                       ----
/s/ Thomas R. Perz                                 President, Chief Executive Officer
----------------------------------                 and Director (Principal Executive Officer)                                  
Thomas R. Perz                                     

/s/ Jon D. Sorenson                                Chief Financial Officer and Treasurer
----------------------------------                 (Principal Financial and Accounting                                     
Jon D. Sorenson                                    Officer)
                                                   

/s/ John C. Schlosser                              Director
----------------------------------                         
John C. Schlosser

/s/ Jeffrey A. Reigle                              Director
----------------------------------                         
Jeffrey A. Reigle

/s/ Rudolph T. Hoppe                               Director                                          March 27, 1997
----------------------------------                                                                               
Rudolph T. Hoppe

/s/ David J. Drury                                 Director
----------------------------------                         
David J. Drury

/s/ Edward W. Mentzer                              Director
----------------------------------                         
Edward W. Mentzer

/s/ Edmund O. Templeton                            Director
--------------------------                         
Edmund O. Templeton
-6-
9

                                 EXHIBIT INDEX

REGULATION S-K
 EXHIBIT NO.                      DESCRIPTION OF DOCUMENT

Exhibit 4                 St. Francis Capital Corporation 1997 Stock Option
                          Plan

Exhibit 5                 Opinion of Michael Best & Friedrich

Exhibit 23.1              Consent of KPMG Peat Marwick LLP

Exhibit 23.2              Consent of Michael Best & Friedrich (included in
                          Exhibit 5)

Exhibit 24                Power of Attorney (included as part of signature
                          page)

                                      -7-