<PAGE>   1

                                                 Registration No. 33-___________

                  As filed with the Securities and Exchange
                          Commission on June 27, 1995
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                       ________________________________

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                       ________________________________

                             ST. PAUL BANCORP, INC.
               (Exact name of issuer as specified in its charter)

        DELAWARE                                         36-3504665
  (State of Incorporation)                (I.R.S. Employer Identification No.)

                             6700 WEST NORTH AVENUE
                            CHICAGO, ILLINOIS 60635
          (Address of principal executive offices, including zip code)

                             ST. PAUL BANCORP, INC.
                              1995 INCENTIVE PLAN
                            (Full title of the plan)
                       ________________________________

                           CLIFFORD M. SLADNICK, ESQ.
                             SENIOR VICE PRESIDENT,
                              GENERAL COUNSEL AND
                              CORPORATE SECRETARY
                             ST. PAUL BANCORP, INC.
                             6700 WEST NORTH AVENUE
                            CHICAGO, ILLINOIS 60635
                    (Name and address of agent for service)

                                 (312) 622-5000
         (Telephone number, including area code, of agent for service)
                       ________________________________

                                   COPIES TO:

                            LYNNE A. GOCHANOUR, ESQ.
                       VEDDER, PRICE, KAUFMAN & KAMMHOLZ
                            222 NORTH LASALLE STREET
                                   SUITE 2400
                            CHICAGO, ILLINOIS 60601
                                 (312) 609-7500

                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                       Proposed maximum
      Title of securities           Amount to be           Proposed maximum           aggregate offering          Amount of
       to be registered             registered(1)    offering price per share(2)          price(2)             registration fee
      -------------------           -------------    ---------------------------      ------------------       ----------------
<S>                                   <C>                       <C>                       <C>                     <C>
Common Stock, par value $.01          900,000                   $22.56                    $20,304,000             $7,001.38
per share
</TABLE>
- --------------------------------------------------------------------------------
(1)  Represents the maximum number of shares issuable under the Plan.
(2)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) based upon the aggregate of the average of the high
and low sales prices for the Common Stock reported on the National Association
of Securities Dealers Automated Quotation National Market System as of June 23,
1995.
================================================================================

<PAGE>   2


                                     PART I

                   INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS



Note:    The documents containing the information required by this section will
         be given to employees participating in the St. Paul Bancorp, Inc. 1995
         Incentive Plan (the "Plan") and are not required to be filed with the
         Commission as a part of the Registration Statement or as an Exhibit.





                                       2
<PAGE>   3

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents of the Registrant filed or to be filed with
the Commission are incorporated herein by reference:

         (a)     The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 0-15580).

         (b)     All reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since December 31, 1994.

         (c)     The description of the Common Stock, par value $.01 per share,
of the Registrant contained in the Registrant's Registration Statement on Form
8-A (File No. 0-15580) filed with the Commission on April 8, 1987 and
Registration Statement on Form 8-A (File No. 0-15580) filed with the Commission
on October 30, 1992, and all amendments and reports filed by the Registrant for
the purpose of updating such description.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         (a)     Section 145 of the Delaware General Corporation Law is set
forth as Exhibit 99.1 to this Registration Statement and is incorporated herein
by reference.

         (b)     Section 102(b)(7) of the Delaware General Corporation Law, as
amended, provides that the certificate of incorporation of a Delaware
corporation may include:





                                       3
<PAGE>   4


                 "(7)  A provision eliminating or limiting the personal
                 liability of a director to the corporation or its stockholders
                 for monetary damages for breach of fiduciary duty as a
                 director, provided that such provision shall not eliminate or
                 limit the liability of a director:  (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 this Title; or (iv) for any
                 transaction from which the director derived an improper
                 personal benefit.  No such provision shall eliminate or limit
                 the liability of a director for any act or omission occurring
                 prior to the date when such provision becomes effective.  All
                 references in this paragraph to a director shall also be
                 deemed to refer (x) to a member of the governing body of a
                 corporation which is not authorized to issue capital stock,
                 and (y) to such other person or persons, if any, who, pursuant
                 to a provision of the certificate of incorporation in
                 accordance with subsection (a) of Section 141 of this title,
                 exercise or perform any of the powers or duties otherwise
                 conferred or imposed upon the board of directors by this
                 title."

         (c)     Article IX of the Registrant's Restated Certificate of
                 Incorporation provides:

                 "No director shall be personally liable to the Corporation or
                 its shareholders for monetary damages for any breach of
                 fiduciary duty by such director as a director, except for
                 liability (i) for any breach of the director's duty of loyalty
                 to the Corporation or its shareholders, (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 General Corporation Law of Delaware for approval of
                 an unlawful dividend or an unlawful stock purchase or
                 redemption, or (iv) for any transaction from which the
                 director derived an improper personal benefit.  Any repeal or
                 modification of this paragraph by the shareholders of the
                 Corporation shall be prospective only, and shall not adversely
                 affect any limitation on the personal liability of a director
                 of the Corporation for acts or omissions occurring prior to
                 the effective date of such repeal or modification."

         (d)     Article IX of the Registrant's Bylaws provides:

                          "Section 1.  Power to Indemnify in Actions, Suits or
                 Proceedings Other Than Those by or in the Right of the
                 Corporation.  Subject to Section 3 of this Article IX, the
                 Corporation shall indemnify any person who was or is a party
                 or is threatened to be made a party to any threatened, pending
                 or completed action, suit or proceeding, and any appeal
                 therein, whether civil, criminal, administrative, arbitrative
                 or investigative (other than an action by or in the right of
                 the Corporation) by reason of the fact that he is or was a
                 director, officer, trustee, employee or agent of the
                 Corporation, or is or was serving at the request of the
                 Corporation as a director, officer, trustee, employee or agent
                 of another corporation, association, partnership, joint
                 venture, trust or other enterprise,





                                       4
<PAGE>   5

                 against expenses (including attorneys' fees), judgments, fines,
                 penalties and amounts paid in settlement actually and 
                 reasonably incurred by him in connection with such action, suit
                 or proceeding, and any appeal therein, if he acted in good
                 faith and in a manner he reasonably believed to be in or not
                 opposed to the best interests of the Corporation, and, with
                 respect to any criminal action or proceeding, had no reasonable
                 cause to believe his conduct was unlawful.  The termination of
                 any action, suit or proceeding, and any appeal therein, by
                 judgment, order, settlement, conviction, or upon a plea of nolo
                 contendere or its equivalent, shall not, of itself, create a
                 presumption that the person did not act in good faith and in a
                 manner which he reasonably believed to be in or not opposed to
                 the best interests of the Corporation, and, with respect to any
                 criminal action or proceeding, had reasonable cause to believe
                 that his conduct was unlawful.
        
                          Section 2.  Power to Indemnify in Actions, Suits or
                 Proceedings by or in the Right of the Corporation.  Subject to
                 Section 3 of this Article IX, the Corporation shall indemnify
                 any person who was or is a party or is threatened to be made a
                 party to any threatened, pending or completed action or suit
                 by or in the right of the Corporation to procure a judgment in
                 its favor by reason of the fact that he is or was a director,
                 officer, trustee, employee or agent of the Corporation, or is
                 or was serving at the request of the Corporation as a
                 director, officer, trustee, employee or agent of another
                 corporation, partnership, joint venture, trust or other
                 enterprise, against amounts paid in settlement and expenses
                 (including attorneys' fees) actually and reasonably incurred
                 by him in connection with the defense or settlement of such
                 action or suit, if he acted in good faith and in a manner he
                 reasonably believed to be in or not opposed to the best
                 interests of the Corporation; provided, however, that no
                 indemnification shall be made against expenses in respect of
                 any claim, issue or matter as to which such person shall have
                 been adjudged to be liable to the Corporation or against
                 amounts paid in settlement unless and only to the extent that
                 there is a determination (as set forth in Section 3 of this
                 Article IX) that despite the adjudication of liability or the
                 settlement, but in view of all the circumstances of the case,
                 such person is fairly and reasonably entitled to indemnity for
                 such expenses or amounts paid in settlement.

                          Section 3.  Authorization of Indemnification.  Any
                 indemnification under this Article IX (unless ordered by a
                 Court) shall be made by the Corporation only as authorized in
                 the specific case upon a determination that indemnification of
                 the director, officer, trustee, employee or agent is proper in
                 the circumstances because such director, officer, trustee,
                 employee or agent has met the applicable standard of conduct
                 set forth in Section 1 or Section 2 of this Article IX and, if
                 applicable, is fairly and reasonably entitled to indemnity as
                 set forth in the proviso in Section 2 of this Article IX, as
                 the case may be.  Such determination shall be made (i) by
                 board of directors by a majority vote of a quorum consisting
                 of directors who were not parties to such action, suit or
                 proceeding, (ii) if such





                                       5
<PAGE>   6

                 a quorum is not obtainable, or, even if obtainable a quorum of
                 disinterested directors so directs, by independent legal
                 counsel in a written opinion, or (iii) by the shareholders. 
                 To the extent, however, that a director, officer, trustee,
                 employee or agent of the Corporation has been successful on
                 the merits or otherwise in defense of any action, suit or
                 proceeding described above, or in defense of any claim, issue
                 or matter therein, he shall be indemnified against expenses
                 (including attorneys' fees) actually and reasonably incurred
                 by him in connection therewith, without the necessity of
                 authorization in the specific case.  No director, officer,
                 trustee, employee or agent of the Corporation shall be
                 entitled to indemnification in connection with any action,
                 suit or proceeding voluntarily initiated by such person unless
                 the action, suit or proceeding was authorized by a majority of
                 the entire board of directors.
        
                        4.  Good Faith Defined.  For purposes of any
                 determination under Section 3 of this Article IX, a person
                 shall be deemed to have acted in good faith and in a manner he
                 reasonably believed to be in or not opposed to the best
                 interests of the Corporation, or, with respect to any criminal
                 action or proceeding, to have had no reasonable cause to
                 believe his conduct was unlawful, if his action is based on the
                 records or books of account of the Corporation or another
                 enterprise, or an information supplied to him by the officers
                 of the Corporation or another enterprise in the course of their
                 duties, or on the advice of legal counsel for the Corporation
                 or another enterprise or on information or records given or
                 reports made to the Corporation or another enterprise by an
                 independent certified public accountant or by an appraiser or
                 other expert selected with reasonable care by the Corporation
                 or another enterprise.  The term "another enterprise" as used
                 in this Section 4 shall mean any other corporation or any
                 association, partnership, joint venture, trust or other
                 enterprise of which such person is or was serving at the
                 request of the Corporation as a director, officer, trustee,
                 employee or agent.  The provisions of this Section 4 shall not
                 be deemed to be exclusive or to limit in any way the
                 circumstances in which a person may be deemed to have met the
                 applicable standards of conduct set forth in Sections 1 or 2 of
                 this Article IX, as the case may be.

                          Section 5.  Indemnification by a Court.
                 Notwithstanding any contrary determination in the specific
                 case under Section 3 of this Article IX, and notwithstanding
                 the absence of any determination thereunder, any director,
                 officer, trustee, employee or agent may apply to any court of
                 competent jurisdiction in the State of Delaware for
                 indemnification to the extent otherwise permissible under
                 Sections 1 and 2 of this Article IX.  The basis of such
                 indemnification by a court shall be a determination by such
                 court that indemnification of the director, officer, trustee,
                 employee or agent is proper in the circumstances because he
                 has met the applicable standards of conduct set forth in
                 Sections 1 and 2 of this Article IX, as the case may be.
                 Notice of any application for indemnification pursuant to this
                 Section 5 shall be given to the





                                       6
<PAGE>   7

                 Corporation promptly upon the filing of such application.
                 Notwithstanding any of the foregoing, unless otherwise required
                 by law, no director, officer, trustee, employee or agent of the
                 Corporation shall be entitled to indemnification in connection
                 with any action, suit or proceeding voluntarily initiated by
                 such person unless the action, suit or proceeding was
                 authorized by a majority of the entire board of directors.
        
                          Section 6.  Expenses Payable in Advance.  Expenses
                 incurred in connection with a threatened or pending action,
                 suit or proceeding may be paid by the Corporation in advance
                 of the final disposition of such action, suit or proceeding
                 upon receipt of an undertaking by or on behalf of the
                 director, officer, trustee, employee or agent to repay such
                 amount if it shall be determined that he is not entitled to be
                 indemnified by the Corporation as authorized in this Article
                 IX.

                          Section 7.  Contract, Non-exclusivity and Survival of
                 Indemnification.  The indemnification provided by this Article
                 IX shall be deemed to be a contract between the Corporation
                 and each director, officer, employee and agent who serves in
                 such capacity at any time while this Article IX is in effect,
                 and any repeal or modification thereof shall not affect any
                 rights or obligations then existing with respect to any state
                 of facts then or theretofore existing or any action, suit or
                 proceeding theretofore or thereafter brought based in whole or
                 in part upon any such state of facts.  Further, the
                 indemnification and advancement of expenses provided by this
                 Article IX shall not be deemed exclusive of any other rights
                 to which those seeking indemnification and advancement of
                 expenses may be entitled under any certificate of
                 incorporation, bylaw, agreement, contract, vote of
                 shareholders or disinterested directors or pursuant to the
                 direction (howsoever embodied) of any court of competent
                 jurisdiction or otherwise, both as to action in his official
                 capacity and as to action in another capacity while holding
                 such office, it being the policy of the Corporation that,
                 subject to the limitation in Section 3 of this Article IX
                 concerning voluntary initiation of actions, suits or
                 proceedings, indemnification of the persons specified in
                 Sections 1 and 2 of this Article IX shall be made to the
                 fullest extent permitted by law.  The provisions of this
                 Article IX shall not be deemed to preclude the indemnification
                 of any person who is not specified in Sections 1 or 2 of this
                 Article IX but whom the Corporation has the power or
                 obligation to indemnify under the provisions of the law of the
                 State of Delaware.  The indemnification and advancement of
                 expense provided by, or granted pursuant to, this Article IX
                 shall, unless otherwise provided when authorized or ratified,
                 continue as to a person who has ceased to be a director,
                 officer, trustee, employee or agent and shall inure to the
                 benefit of the heirs, executors and administrators of such
                 person.




  
                                       7
<PAGE>   8

                          Section 8.  Insurance.  The Corporation may purchase
                 and maintain insurance on behalf of any person who is or was a
                 director, officer, trustee, employee or agent of the
                 Corporation, or is or was serving at the request of the
                 Corporation as a director, officer, trustee, employee or agent
                 of another corporation, association, partnership, joint
                 venture, trust or other enterprise against any liability
                 asserted against him and incurred by him in any such capacity,
                 or arising out of his status as such, whether or not the
                 Corporation would have the power or the obligation to
                 indemnify him against such liability under the provisions of
                 this Article IX.

                          Section 9.  Meaning of "Corporation" for Purposes of
                 Article IX.  For purposes of this Article IX, references to
                 "the Corporation" shall include, in addition to the resulting
                 corporation, any constituent corporation (including any
                 constituent of a constituent) absorbed in a consolidation or
                 merger which, if its separate existence had continued, would
                 have had power and authority to indemnify its directors,
                 officers and employees or agents, so that any person who is or
                 was a director, officer, employee or agent of such constituent
                 corporation, or is or was serving at the request of such
                 constituent corporation as a director, officer, employee or
                 agent of another corporation, association, partnership, joint
                 venture, trust or other enterprise, shall stand in the same
                 position under the provisions of this Article IX with respect
                 to the resulting or surviving corporation as he would have
                 with respect to such constituent corporation if its separate
                 existence had continued."

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.





                                       8
<PAGE>   9

ITEM 8.  EXHIBITS.

         The following are filed as exhibits to this Registration Statement:

<TABLE>
         <S>     <C>
           3.1   Certificate of Incorporation, as amended, of St. Paul Bancorp, Inc. (incorporated herein by reference to 
                 Exhibit 3(a) to Pre-Effective Amendment No. 2 to the Registrant's Registration Statement on Form S-1 
                 (Registration No. 33-11890) filed on March 26, 1987).

           3.2   Bylaws of St. Paul Bancorp, Inc., as amended (incorporated herein by reference to Exhibit 3(ii) to Registrant's 
                 Annual Report on Form 10-K for the fiscal year ended December 31, 1989; Exhibit 3(iv) to Registrant's Annual 
                 Report on Form 10-K for the fiscal year ended December 31, 1992; and Exhibits 3(v), 3(vi) and 3(vii) to 
                 Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 0-15580)).

           4.3   Specimen Form of Common Stock Certificate of the Registrant (incorporated herein by reference to Exhibit 4.3 to 
                 Post-Effective Amendment No. 2 on Form S-8 to the Registrant's Registration Statement on Form S-1 (Registration 
                 No. 33-11890) filed on October 29, 1987).

           4.4   Rights Agreement dated as of October 26, 1992, between St. Paul Bancorp, Inc. and the First National Bank of 
                 Boston, as Rights Agent (incorporated herein by reference to Exhibit 1 to the Registrant's Form 8-K 
                 (File No. 0-15580) dated October 26, 1992).

          *5.1   Opinion of Clifford M. Sladnick, Esq.

          10.2   St. Paul Bancorp, Inc. 1995 Incentive Plan (incorporated herein by reference to Exhibit A to Registrant's 
                 definitive Proxy Statement on Schedule 14A (File No. 0-15580) dated March 27, 1995).

         *23.1   Consent of Clifford M. Sladnick, Esq. (included in his opinion filed as Exhibit 5.1).

         *23.2   Consent of Ernst & Young LLP.

         *24.1   Power of Attorney (included on signature page to Registration Statement).

         *99.1   Section 145 of the Delaware General Corporation Law.
</TABLE>

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

*   Filed herewith.





                                       9
<PAGE>   10


ITEM 9.  UNDERTAKINGS.

         (A)     RULE 415 OFFERINGS.

         The undersigned Registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this 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 that remain unsold at the
termination of the offering.

         (B)     FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
                 REFERENCE.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.

         (H)     ACCELERATION OF EFFECTIVE DATE OR FILING OF REGISTRATION
                 STATEMENT ON FORM S-8.

         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.





                                      10
<PAGE>   11

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on the 26th day of
June, 1995.

                                        St. Paul Bancorp, Inc.



                                        By: /s/ JOSEPH C. SCULLY 
                                            ---------------------------------
                                                Joseph C. Scully, Chairman and
                                                  Chief Executive Officer

         Each person whose signature appears below constitutes and appoints
Joseph C. Scully, Patrick J. Agnew and Clifford M. Sladnick his or her true and
lawful attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all 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,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in order to effectuate such registration
process, as fully to all intents and purposes as he or she might or could do in
person, thereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 26th day of June, 1995, by
the following persons in the capacities indicated.

PRINCIPAL EXECUTIVE OFFICER:



/s/ JOSEPH C. SCULLY                           Director, Chairman of the Board 
- ------------------------------------           and Chief Executive Officer
Joseph C. Scully                                          

PRINCIPAL FINANCIAL OFFICER:



/s/ ROBERT N. PARKE                            Senior Vice President and 
- ------------------------------------           Treasurer
Robert N. Parke

PRINCIPAL ACCOUNTING OFFICER:



/s/ PAUL J. DEVITT                             First Vice President and 
- ------------------------------------           Controller           
Paul J. Devitt





                                      11
<PAGE>   12

AND BY A MAJORITY OF THE BOARD OF DIRECTORS:

<TABLE>
<CAPTION>
                          NAME                                                     TITLE
                          ----                                                     -----
 <S>                                                          <C>



 /s/ PATRICK J. AGNEW                                         Director, President and Chief Operating
 -----------------------------------------------------                                               
 Patrick J. Agnew                                             Officer


 /s/ WILLIAM A. ANDERSON                                      Director
 -----------------------------------------------------                
 William A. Anderson



 /s/ JOHN W. CROGHAN                                          Director
 -----------------------------------------------------                
 John W. Croghan



 /s/ ALAN J. FREDIAN                                          Director
 -----------------------------------------------------                
 Alan J. Fredian


 /s/ KENNETH J. JAMES                                         Director
 -----------------------------------------------------                
 Kenneth J. James



 /s/ JEAN C. MURRAY, O.P.                                     Director
 -----------------------------------------------------                
 Jean C. Murray, O.P.


 /s/ MICHAEL R. NOTARO                                        Director
 -----------------------------------------------------                
 Michael R. Notaro



 /s/ JOHN J. VIERA                                            Director
 -----------------------------------------------------                
 John J. Viera



 /s/ JAMES B. WOOD                                            Director
 -----------------------------------------------------                
 James B. Wood
</TABLE>





                                      12
<PAGE>   13

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                                 Sequential
     Exhibit                                                                                        Page
     Number    Document Description                                                                Number   
     ------    --------------------                                                             ------------
     <S>       <C>

       3.1     Certificate of Incorporation, as amended, of St. Paul Bancorp, Inc.
               (incorporated herein by reference to Exhibit 3(a) to Pre-Effective Amendment
               No. 2 to the Registrant's Registration Statement on Form S-1 (Registration
               No. 33-11890) filed on March 26, 1987).

       3.2     Bylaws of St. Paul Bancorp, Inc., as amended (incorporated herein by
               reference to Exhibit 3(ii) to Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1989; Exhibit 3(iv) to Registrant's Annual
               Report on Form 10-K for the fiscal year ended December 31, 1992; and Exhibits
               3(v), 3(vi) and 3(vii) to Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1993 (File No. 0-15580)). 

       4.3     Specimen Form of Common Stock Certificate of the Registrant (incorporated
               herein by reference to Exhibit 4.3 to Post-Effective Amendment No. 2 on Form
               S-8 to the Registrant's Registration Statement on Form S-1 (Registration No.
               33-11890) filed on October 29, 1987).

       4.4     Rights Agreement dated as of October 26, 1992, between St. Paul Bancorp, Inc.
               and the First National Bank of Boston, as Rights Agent (incorporated herein
               by reference to Exhibit 1 to the Registrant's Form 8-K (File No. 0-15580)
               dated October 26, 1992).

      *5.1     Opinion of Clifford M. Sladnick, Esq.

      10.2     St. Paul Bancorp, Inc. 1995 Incentive Plan (incorporated herein by reference
               to Exhibit A to Registrant's definitive Proxy Statement on Schedule 14A (File
               No. 0-15580) dated March 27, 1995).

     *23.1     Consent of Clifford M. Sladnick, Esq. (included in his opinion filed as
               Exhibit 5.1).

     *23.2     Consent of Ernst & Young LLP.

     *24.1     Power of Attorney (included on signature page to Registration Statement).

     *99.1     Section 145 of the Delaware General Corporation Law.
</TABLE>

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

*   Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 37849}]
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1

                                                 Registration No. 33-___________

                  As filed with the Securities and Exchange
                          Commission on June 27, 1995
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                       ________________________________

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                       ________________________________

                             ST. PAUL BANCORP, INC.
               (Exact name of issuer as specified in its charter)

        DELAWARE                                         36-3504665
  (State of Incorporation)                (I.R.S. Employer Identification No.)

                             6700 WEST NORTH AVENUE
                            CHICAGO, ILLINOIS 60635
          (Address of principal executive offices, including zip code)

                             ST. PAUL BANCORP, INC.
                              1995 INCENTIVE PLAN
                            (Full title of the plan)
                       ________________________________

                           CLIFFORD M. SLADNICK, ESQ.
                             SENIOR VICE PRESIDENT,
                              GENERAL COUNSEL AND
                              CORPORATE SECRETARY
                             ST. PAUL BANCORP, INC.
                             6700 WEST NORTH AVENUE
                            CHICAGO, ILLINOIS 60635
                    (Name and address of agent for service)

                                 (312) 622-5000
         (Telephone number, including area code, of agent for service)
                       ________________________________

                                   COPIES TO:

                            LYNNE A. GOCHANOUR, ESQ.
                       VEDDER, PRICE, KAUFMAN & KAMMHOLZ
                            222 NORTH LASALLE STREET
                                   SUITE 2400
                            CHICAGO, ILLINOIS 60601
                                 (312) 609-7500

                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed maximum
      Title of securities           Amount to be           Proposed maximum           aggregate offering          Amount of
       to be registered             registered(1)    offering price per share(2)          price(2)             registration fee
      -------------------           -------------    ---------------------------      ------------------       ----------------
Common Stock, par value $.01          900,000                   $22.56                    $20,304,000             $7,001.38
per share
- --------------------------------------------------------------------------------
(1)  Represents the maximum number of shares issuable under the Plan.
(2)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) based upon the aggregate of the average of the high
and low sales prices for the Common Stock reported on the National Association
of Securities Dealers Automated Quotation National Market System as of June 23,
1995.
================================================================================
2

                                     PART I

                   INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS

Note:    The documents containing the information required by this section will
         be given to employees participating in the St. Paul Bancorp, Inc. 1995
         Incentive Plan (the "Plan") and are not required to be filed with the
         Commission as a part of the Registration Statement or as an Exhibit.

                                       2
3

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents of the Registrant filed or to be filed with
the Commission are incorporated herein by reference:

         (a)     The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994 (File No. 0-15580).

         (b)     All reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since December 31, 1994.

         (c)     The description of the Common Stock, par value $.01 per share,
of the Registrant contained in the Registrant's Registration Statement on Form
8-A (File No. 0-15580) filed with the Commission on April 8, 1987 and
Registration Statement on Form 8-A (File No. 0-15580) filed with the Commission
on October 30, 1992, and all amendments and reports filed by the Registrant for
the purpose of updating such description.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         (a)     Section 145 of the Delaware General Corporation Law is set
forth as Exhibit 99.1 to this Registration Statement and is incorporated herein
by reference.

         (b)     Section 102(b)(7) of the Delaware General Corporation Law, as
amended, provides that the certificate of incorporation of a Delaware
corporation may include:

                                       3
4

                 "(7)  A provision eliminating or limiting the personal
                 liability of a director to the corporation or its stockholders
                 for monetary damages for breach of fiduciary duty as a
                 director, provided that such provision shall not eliminate or
                 limit the liability of a director:  (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 this Title; or (iv) for any
                 transaction from which the director derived an improper
                 personal benefit.  No such provision shall eliminate or limit
                 the liability of a director for any act or omission occurring
                 prior to the date when such provision becomes effective.  All
                 references in this paragraph to a director shall also be
                 deemed to refer (x) to a member of the governing body of a
                 corporation which is not authorized to issue capital stock,
                 and (y) to such other person or persons, if any, who, pursuant
                 to a provision of the certificate of incorporation in
                 accordance with subsection (a) of Section 141 of this title,
                 exercise or perform any of the powers or duties otherwise
                 conferred or imposed upon the board of directors by this
                 title."

         (c)     Article IX of the Registrant's Restated Certificate of
                 Incorporation provides:

                 "No director shall be personally liable to the Corporation or
                 its shareholders for monetary damages for any breach of
                 fiduciary duty by such director as a director, except for
                 liability (i) for any breach of the director's duty of loyalty
                 to the Corporation or its shareholders, (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 General Corporation Law of Delaware for approval of
                 an unlawful dividend or an unlawful stock purchase or
                 redemption, or (iv) for any transaction from which the
                 director derived an improper personal benefit.  Any repeal or
                 modification of this paragraph by the shareholders of the
                 Corporation shall be prospective only, and shall not adversely
                 affect any limitation on the personal liability of a director
                 of the Corporation for acts or omissions occurring prior to
                 the effective date of such repeal or modification."

         (d)     Article IX of the Registrant's Bylaws provides:

                          "Section 1.  Power to Indemnify in Actions, Suits or
                 Proceedings Other Than Those by or in the Right of the
                 Corporation.  Subject to Section 3 of this Article IX, the
                 Corporation shall indemnify any person who was or is a party
                 or is threatened to be made a party to any threatened, pending
                 or completed action, suit or proceeding, and any appeal
                 therein, whether civil, criminal, administrative, arbitrative
                 or investigative (other than an action by or in the right of
                 the Corporation) by reason of the fact that he is or was a
                 director, officer, trustee, employee or agent of the
                 Corporation, or is or was serving at the request of the
                 Corporation as a director, officer, trustee, employee or agent
                 of another corporation, association, partnership, joint
                 venture, trust or other enterprise,

                                       4
5

                 against expenses (including attorneys' fees), judgments, fines,
                 penalties and amounts paid in settlement actually and 
                 reasonably incurred by him in connection with such action, suit
                 or proceeding, and any appeal therein, if he acted in good
                 faith and in a manner he reasonably believed to be in or not
                 opposed to the best interests of the Corporation, and, with
                 respect to any criminal action or proceeding, had no reasonable
                 cause to believe his conduct was unlawful.  The termination of
                 any action, suit or proceeding, and any appeal therein, by
                 judgment, order, settlement, conviction, or upon a plea of nolo
                 contendere or its equivalent, shall not, of itself, create a
                 presumption that the person did not act in good faith and in a
                 manner which he reasonably believed to be in or not opposed to
                 the best interests of the Corporation, and, with respect to any
                 criminal action or proceeding, had reasonable cause to believe
                 that his conduct was unlawful.
        
                          Section 2.  Power to Indemnify in Actions, Suits or
                 Proceedings by or in the Right of the Corporation.  Subject to
                 Section 3 of this Article IX, the Corporation shall indemnify
                 any person who was or is a party or is threatened to be made a
                 party to any threatened, pending or completed action or suit
                 by or in the right of the Corporation to procure a judgment in
                 its favor by reason of the fact that he is or was a director,
                 officer, trustee, employee or agent of the Corporation, or is
                 or was serving at the request of the Corporation as a
                 director, officer, trustee, employee or agent of another
                 corporation, partnership, joint venture, trust or other
                 enterprise, against amounts paid in settlement and expenses
                 (including attorneys' fees) actually and reasonably incurred
                 by him in connection with the defense or settlement of such
                 action or suit, if he acted in good faith and in a manner he
                 reasonably believed to be in or not opposed to the best
                 interests of the Corporation; provided, however, that no
                 indemnification shall be made against expenses in respect of
                 any claim, issue or matter as to which such person shall have
                 been adjudged to be liable to the Corporation or against
                 amounts paid in settlement unless and only to the extent that
                 there is a determination (as set forth in Section 3 of this
                 Article IX) that despite the adjudication of liability or the
                 settlement, but in view of all the circumstances of the case,
                 such person is fairly and reasonably entitled to indemnity for
                 such expenses or amounts paid in settlement.

                          Section 3.  Authorization of Indemnification.  Any
                 indemnification under this Article IX (unless ordered by a
                 Court) shall be made by the Corporation only as authorized in
                 the specific case upon a determination that indemnification of
                 the director, officer, trustee, employee or agent is proper in
                 the circumstances because such director, officer, trustee,
                 employee or agent has met the applicable standard of conduct
                 set forth in Section 1 or Section 2 of this Article IX and, if
                 applicable, is fairly and reasonably entitled to indemnity as
                 set forth in the proviso in Section 2 of this Article IX, as
                 the case may be.  Such determination shall be made (i) by
                 board of directors by a majority vote of a quorum consisting
                 of directors who were not parties to such action, suit or
                 proceeding, (ii) if such

                                       5
6

                 a quorum is not obtainable, or, even if obtainable a quorum of
                 disinterested directors so directs, by independent legal
                 counsel in a written opinion, or (iii) by the shareholders. 
                 To the extent, however, that a director, officer, trustee,
                 employee or agent of the Corporation has been successful on
                 the merits or otherwise in defense of any action, suit or
                 proceeding described above, or in defense of any claim, issue
                 or matter therein, he shall be indemnified against expenses
                 (including attorneys' fees) actually and reasonably incurred
                 by him in connection therewith, without the necessity of
                 authorization in the specific case.  No director, officer,
                 trustee, employee or agent of the Corporation shall be
                 entitled to indemnification in connection with any action,
                 suit or proceeding voluntarily initiated by such person unless
                 the action, suit or proceeding was authorized by a majority of
                 the entire board of directors.
        
                        4.  Good Faith Defined.  For purposes of any
                 determination under Section 3 of this Article IX, a person
                 shall be deemed to have acted in good faith and in a manner he
                 reasonably believed to be in or not opposed to the best
                 interests of the Corporation, or, with respect to any criminal
                 action or proceeding, to have had no reasonable cause to
                 believe his conduct was unlawful, if his action is based on the
                 records or books of account of the Corporation or another
                 enterprise, or an information supplied to him by the officers
                 of the Corporation or another enterprise in the course of their
                 duties, or on the advice of legal counsel for the Corporation
                 or another enterprise or on information or records given or
                 reports made to the Corporation or another enterprise by an
                 independent certified public accountant or by an appraiser or
                 other expert selected with reasonable care by the Corporation
                 or another enterprise.  The term "another enterprise" as used
                 in this Section 4 shall mean any other corporation or any
                 association, partnership, joint venture, trust or other
                 enterprise of which such person is or was serving at the
                 request of the Corporation as a director, officer, trustee,
                 employee or agent.  The provisions of this Section 4 shall not
                 be deemed to be exclusive or to limit in any way the
                 circumstances in which a person may be deemed to have met the
                 applicable standards of conduct set forth in Sections 1 or 2 of
                 this Article IX, as the case may be.

                          Section 5.  Indemnification by a Court.
                 Notwithstanding any contrary determination in the specific
                 case under Section 3 of this Article IX, and notwithstanding
                 the absence of any determination thereunder, any director,
                 officer, trustee, employee or agent may apply to any court of
                 competent jurisdiction in the State of Delaware for
                 indemnification to the extent otherwise permissible under
                 Sections 1 and 2 of this Article IX.  The basis of such
                 indemnification by a court shall be a determination by such
                 court that indemnification of the director, officer, trustee,
                 employee or agent is proper in the circumstances because he
                 has met the applicable standards of conduct set forth in
                 Sections 1 and 2 of this Article IX, as the case may be.
                 Notice of any application for indemnification pursuant to this
                 Section 5 shall be given to the

                                       6
7

                 Corporation promptly upon the filing of such application.
                 Notwithstanding any of the foregoing, unless otherwise required
                 by law, no director, officer, trustee, employee or agent of the
                 Corporation shall be entitled to indemnification in connection
                 with any action, suit or proceeding voluntarily initiated by
                 such person unless the action, suit or proceeding was
                 authorized by a majority of the entire board of directors.
        
                          Section 6.  Expenses Payable in Advance.  Expenses
                 incurred in connection with a threatened or pending action,
                 suit or proceeding may be paid by the Corporation in advance
                 of the final disposition of such action, suit or proceeding
                 upon receipt of an undertaking by or on behalf of the
                 director, officer, trustee, employee or agent to repay such
                 amount if it shall be determined that he is not entitled to be
                 indemnified by the Corporation as authorized in this Article
                 IX.

                          Section 7.  Contract, Non-exclusivity and Survival of
                 Indemnification.  The indemnification provided by this Article
                 IX shall be deemed to be a contract between the Corporation
                 and each director, officer, employee and agent who serves in
                 such capacity at any time while this Article IX is in effect,
                 and any repeal or modification thereof shall not affect any
                 rights or obligations then existing with respect to any state
                 of facts then or theretofore existing or any action, suit or
                 proceeding theretofore or thereafter brought based in whole or
                 in part upon any such state of facts.  Further, the
                 indemnification and advancement of expenses provided by this
                 Article IX shall not be deemed exclusive of any other rights
                 to which those seeking indemnification and advancement of
                 expenses may be entitled under any certificate of
                 incorporation, bylaw, agreement, contract, vote of
                 shareholders or disinterested directors or pursuant to the
                 direction (howsoever embodied) of any court of competent
                 jurisdiction or otherwise, both as to action in his official
                 capacity and as to action in another capacity while holding
                 such office, it being the policy of the Corporation that,
                 subject to the limitation in Section 3 of this Article IX
                 concerning voluntary initiation of actions, suits or
                 proceedings, indemnification of the persons specified in
                 Sections 1 and 2 of this Article IX shall be made to the
                 fullest extent permitted by law.  The provisions of this
                 Article IX shall not be deemed to preclude the indemnification
                 of any person who is not specified in Sections 1 or 2 of this
                 Article IX but whom the Corporation has the power or
                 obligation to indemnify under the provisions of the law of the
                 State of Delaware.  The indemnification and advancement of
                 expense provided by, or granted pursuant to, this Article IX
                 shall, unless otherwise provided when authorized or ratified,
                 continue as to a person who has ceased to be a director,
                 officer, trustee, employee or agent and shall inure to the
                 benefit of the heirs, executors and administrators of such
                 person.

  
                                       7
8

                          Section 8.  Insurance.  The Corporation may purchase
                 and maintain insurance on behalf of any person who is or was a
                 director, officer, trustee, employee or agent of the
                 Corporation, or is or was serving at the request of the
                 Corporation as a director, officer, trustee, employee or agent
                 of another corporation, association, partnership, joint
                 venture, trust or other enterprise against any liability
                 asserted against him and incurred by him in any such capacity,
                 or arising out of his status as such, whether or not the
                 Corporation would have the power or the obligation to
                 indemnify him against such liability under the provisions of
                 this Article IX.

                          Section 9.  Meaning of "Corporation" for Purposes of
                 Article IX.  For purposes of this Article IX, references to
                 "the Corporation" shall include, in addition to the resulting
                 corporation, any constituent corporation (including any
                 constituent of a constituent) absorbed in a consolidation or
                 merger which, if its separate existence had continued, would
                 have had power and authority to indemnify its directors,
                 officers and employees or agents, so that any person who is or
                 was a director, officer, employee or agent of such constituent
                 corporation, or is or was serving at the request of such
                 constituent corporation as a director, officer, employee or
                 agent of another corporation, association, partnership, joint
                 venture, trust or other enterprise, shall stand in the same
                 position under the provisions of this Article IX with respect
                 to the resulting or surviving corporation as he would have
                 with respect to such constituent corporation if its separate
                 existence had continued."

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                       8
9

ITEM 8.  EXHIBITS.

         The following are filed as exhibits to this Registration Statement:
3.1   Certificate of Incorporation, as amended, of St. Paul Bancorp, Inc. (incorporated herein by reference to 
                 Exhibit 3(a) to Pre-Effective Amendment No. 2 to the Registrant's Registration Statement on Form S-1 
                 (Registration No. 33-11890) filed on March 26, 1987).

           3.2   Bylaws of St. Paul Bancorp, Inc., as amended (incorporated herein by reference to Exhibit 3(ii) to Registrant's 
                 Annual Report on Form 10-K for the fiscal year ended December 31, 1989; Exhibit 3(iv) to Registrant's Annual 
                 Report on Form 10-K for the fiscal year ended December 31, 1992; and Exhibits 3(v), 3(vi) and 3(vii) to 
                 Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 0-15580)).

           4.3   Specimen Form of Common Stock Certificate of the Registrant (incorporated herein by reference to Exhibit 4.3 to 
                 Post-Effective Amendment No. 2 on Form S-8 to the Registrant's Registration Statement on Form S-1 (Registration 
                 No. 33-11890) filed on October 29, 1987).

           4.4   Rights Agreement dated as of October 26, 1992, between St. Paul Bancorp, Inc. and the First National Bank of 
                 Boston, as Rights Agent (incorporated herein by reference to Exhibit 1 to the Registrant's Form 8-K 
                 (File No. 0-15580) dated October 26, 1992).

          *5.1   Opinion of Clifford M. Sladnick, Esq.

          10.2   St. Paul Bancorp, Inc. 1995 Incentive Plan (incorporated herein by reference to Exhibit A to Registrant's 
                 definitive Proxy Statement on Schedule 14A (File No. 0-15580) dated March 27, 1995).

         *23.1   Consent of Clifford M. Sladnick, Esq. (included in his opinion filed as Exhibit 5.1).

         *23.2   Consent of Ernst & Young LLP.

         *24.1   Power of Attorney (included on signature page to Registration Statement).

         *99.1   Section 145 of the Delaware General Corporation Law.
- ---------------

*   Filed herewith.

                                       9
10

ITEM 9.  UNDERTAKINGS.

         (A)     RULE 415 OFFERINGS.

         The undersigned Registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this 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 that remain unsold at the
termination of the offering.

         (B)     FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
                 REFERENCE.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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.

         (H)     ACCELERATION OF EFFECTIVE DATE OR FILING OF REGISTRATION
                 STATEMENT ON FORM S-8.

         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.

                                      10
11

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on the 26th day of
June, 1995.

                                        St. Paul Bancorp, Inc.

                                        By: /s/ JOSEPH C. SCULLY 
                                            ---------------------------------
                                                Joseph C. Scully, Chairman and
                                                  Chief Executive Officer

         Each person whose signature appears below constitutes and appoints
Joseph C. Scully, Patrick J. Agnew and Clifford M. Sladnick his or her true and
lawful attorneys-in-fact and agents, each acting alone, with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all 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,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in order to effectuate such registration
process, as fully to all intents and purposes as he or she might or could do in
person, thereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on the 26th day of June, 1995, by
the following persons in the capacities indicated.

PRINCIPAL EXECUTIVE OFFICER:

/s/ JOSEPH C. SCULLY                           Director, Chairman of the Board 
- ------------------------------------           and Chief Executive Officer
Joseph C. Scully                                          

PRINCIPAL FINANCIAL OFFICER:

/s/ ROBERT N. PARKE                            Senior Vice President and 
- ------------------------------------           Treasurer
Robert N. Parke

PRINCIPAL ACCOUNTING OFFICER:

/s/ PAUL J. DEVITT                             First Vice President and 
- ------------------------------------           Controller           
Paul J. Devitt

                                      11
12

AND BY A MAJORITY OF THE BOARD OF DIRECTORS:
NAME                                                     TITLE
                          ----                                                     -----
/s/ PATRICK J. AGNEW                                         Director, President and Chief Operating
 -----------------------------------------------------                                               
 Patrick J. Agnew                                             Officer

 /s/ WILLIAM A. ANDERSON                                      Director
 -----------------------------------------------------                
 William A. Anderson

 /s/ JOHN W. CROGHAN                                          Director
 -----------------------------------------------------                
 John W. Croghan

 /s/ ALAN J. FREDIAN                                          Director
 -----------------------------------------------------                
 Alan J. Fredian

 /s/ KENNETH J. JAMES                                         Director
 -----------------------------------------------------                
 Kenneth J. James

 /s/ JEAN C. MURRAY, O.P.                                     Director
 -----------------------------------------------------                
 Jean C. Murray, O.P.

 /s/ MICHAEL R. NOTARO                                        Director
 -----------------------------------------------------                
 Michael R. Notaro

 /s/ JOHN J. VIERA                                            Director
 -----------------------------------------------------                
 John J. Viera

 /s/ JAMES B. WOOD                                            Director
 -----------------------------------------------------                
 James B. Wood
12
13

                                 EXHIBIT INDEX
Sequential
     Exhibit                                                                                        Page
     Number    Document Description                                                                Number   
     ------    --------------------                                                             ------------
3.1     Certificate of Incorporation, as amended, of St. Paul Bancorp, Inc.
               (incorporated herein by reference to Exhibit 3(a) to Pre-Effective Amendment
               No. 2 to the Registrant's Registration Statement on Form S-1 (Registration
               No. 33-11890) filed on March 26, 1987).

       3.2     Bylaws of St. Paul Bancorp, Inc., as amended (incorporated herein by
               reference to Exhibit 3(ii) to Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1989; Exhibit 3(iv) to Registrant's Annual
               Report on Form 10-K for the fiscal year ended December 31, 1992; and Exhibits
               3(v), 3(vi) and 3(vii) to Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1993 (File No. 0-15580)). 

       4.3     Specimen Form of Common Stock Certificate of the Registrant (incorporated
               herein by reference to Exhibit 4.3 to Post-Effective Amendment No. 2 on Form
               S-8 to the Registrant's Registration Statement on Form S-1 (Registration No.
               33-11890) filed on October 29, 1987).

       4.4     Rights Agreement dated as of October 26, 1992, between St. Paul Bancorp, Inc.
               and the First National Bank of Boston, as Rights Agent (incorporated herein
               by reference to Exhibit 1 to the Registrant's Form 8-K (File No. 0-15580)
               dated October 26, 1992).

      *5.1     Opinion of Clifford M. Sladnick, Esq.

      10.2     St. Paul Bancorp, Inc. 1995 Incentive Plan (incorporated herein by reference
               to Exhibit A to Registrant's definitive Proxy Statement on Schedule 14A (File
               No. 0-15580) dated March 27, 1995).

     *23.1     Consent of Clifford M. Sladnick, Esq. (included in his opinion filed as
               Exhibit 5.1).

     *23.2     Consent of Ernst & Young LLP.

     *24.1     Power of Attorney (included on signature page to Registration Statement).

     *99.1     Section 145 of the Delaware General Corporation Law.
- ---------------

*   Filed herewith.