Registration No. 333-_______


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               ------------------

                      STATE FINANCIAL SERVICES CORPORATION
             (Exact name of registrant as specified in its charter)


                  Wisconsin                                  39-1489983
       (State or other jurisdiction of                    (I.R.S. Employer
        incorporation or organization)                  Identification No.)

           10708 W. Janesville Road                            53130
           Hales Corners, Wisconsin                          (Zip Code)
   (Address of principal executive offices)


         State Financial Services Corporation 1998 Stock Incentive Plan
                            (Full title of the plan)


              Michael J. Falbo                               Copy to:
   President and Chief Executive Officer
    State Financial Services Corporation                 Ulice Payne, Jr.
          10708 W. Janesville Road                       Foley & Lardner
       Hales Corners, Wisconsin 53130               777 East Wisconsin Avenue
               (414) 425-1600                       Milwaukee, Wisconsin 53202
    (Name, address and telephone number,                  (414) 271-2400
 including area code, of agent for service)


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

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                                        Proposed                
                                       Proposed         Maximum                 
    Title of            Amount          Maximum        Aggregate      Amount of
Securities to be         to be      Offering Price      Offering    Registration
   Registered         Registered       Per Share         Price           Fee
--------------------------------------------------------------------------------
  Common Stock,     425,000 shares     $14.75(1)     $6,268,750(1)    $1,742.71
 $.10 par value
--------------------------------------------------------------------------------

(1)      Estimated  pursuant to Rule  457(h)  under the  Securities  Act of 1933
         solely for the purpose of calculating the registration fee based on the
         average of the high and low sale prices of the Common Stock as reported
         on The Nasdaq Stock Market on December 16, 1998.


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


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

               The document or documents containing the information specified in
Part I are not required to be filed with the Securities and Exchange  Commission
("Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

               The  following   documents  filed  by  State  Financial  Services
Corporation  (the  "Company")  with the  Commission are  incorporated  herein by
reference:

               (a) The Company's  Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, which includes audited  financial  statements as of and
for the year ended December 31, 1997.

               (b) All other  reports  filed by the Company  pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1997.

               (c) The  description of the Company's  Common Stock  contained in
Item 1 of the Company's  Registration Statement on Form 8-A, dated June 4, 1990,
filed with the  Commission  pursuant to Section 12 of the Exchange  Act, and any
amendments or reports filed for the purpose of updating such description.

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

Item 4.  Description of Securities.

               Not applicable.


                                       -2-

<PAGE>



Item 5.  Interests of Named Experts and Counsel.

               Not applicable.

Item 6.  Indemnification of Directors and Officers.

               Pursuant to the provisions of the Wisconsin Business  Corporation
Law  ("WBCL"),  directors  and officers of the Company are entitled to mandatory
indemnification  from the Company against certain liabilities (which may include
liabilities  under the  Securities  Act of 1933) and  expenses (i) to the extent
that such officers or directors  are  successful in the defense of a proceeding;
and (ii) in  proceedings  in which the director or officer is not  successful in
the  defense  thereof,  unless it is  determined  that the  director  or officer
breached  or failed to perform  his or her duties to the Company and such breach
or failure to perform constituted:  (a) a wilful failure to deal fairly with the
Company or its shareholders in connection with a matter in which the director or
officer had a material  conflict of interest;  (b) a violation of criminal  law,
unless  the  director  or officer  had  reasonable  cause to believe  his or her
conduct was lawful or had no reasonable  cause to believe his or her conduct was
unlawful;  (c) a  transaction  from which the  director  or  officer  derived an
improper personal profit; or (d) wilful misconduct.

Additionally,  under the WBCL,  directors  of the  Company  are not  subject  to
personal  liability to the Company,  its  shareholders  or any person  asserting
rights on behalf thereof,  for certain  breaches or failures to perform any duty
resulting  solely  from  their  status as  directors,  except  in  circumstances
paralleling those outlined in (a) through (d) above.

               The Company's By-Laws contain similar indemnification  provisions
as to its officers and directors.

               The  indemnification  provided  by the  WBCL  and  the  Company's
By-Laws is not  exclusive  of any other rights to which a director or officer of
the Company may be entitled.  The Company also carries  directors' and officers'
liability insurance.

Item 7.  Exemption from Registration Claimed.

               Not Applicable.

Item 8.  Exhibits.

               The following  exhibits  have been filed (except where  otherwise
indicated) as part of this Registration Statement:

  Exhibit No.                   Exhibit

      (4)         State Financial Services Corporation 1998 Stock Incentive Plan

      (5)         Opinion of Foley & Lardner


                                       -3-

<PAGE>





      (23)        Consent of Ernst & Young LLP

      (24)        Power of Attorney relating to subsequent  amendments (included
                  on the signature page to this Registration Statement)


Item 9.  Undertakings.

               (a) The undersigned Registrant hereby undertakes:

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

               (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 herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

               (b)  The  undersigned  Registrant  hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act 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 (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 this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

               (c) Insofar as indemnification  for liabilities arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 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.

                                       -4-

<PAGE>



                                   SIGNATURES

               The  Registrant.  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 Hales Corners, and State of Wisconsin,
on this 4th day of December, 1998.

                                 STATE FINANCIAL SERVICES
                                    CORPORATION



                                 By:      /s/  Michael J. Falbo  
                                          Michael J. Falbo,
                                          President and Chief Executive Officer


                                POWER OF ATTORNEY

               Pursuant to the  requirements of the Securities Act of 1933, this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes  and appoints  Michael J. Falbo and Michael A.  Reindl,  and each of
them individually,  his or her true and lawful  attorney-in-fact and agent, with
full  power of  substitution  and  revocation,  for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
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
connection therewith, as fully to all intents and purposes as he or she might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.

                                       S-1

<PAGE>


<TABLE>
<CAPTION>


       Signature                        Title                                   Date



<S>                             <C>                                        <C>    
/s/  Michael J. Falbo           President, Chief Executive                 December 4, 1998
Michael J. Falbo                Officer (Principal Executive
                                Officer) and Director



/s/  Michael A. Reindl          Senior Vice President,                     December 4, 1998
Michael A. Reindl               Controller and Chief Financial
                                Officer (Principal Financial and
                                Accounting Officer)



/s/  Jerome J. Holz             Chairman of the Board, Vice                December 4, 1998
Jerome J. Holz                  President and Director



/s/  Richard A. Horn            Director                                   December 4, 1998
Richard A. Horn


/s/  Barbara E. Holz-Weis       Director                                   December 4, 1998
Barbara E. Holz-Weis


/s/  David M. Stamm             Director                                   December 4, 1998
David M. Stamm


/s/  Ulice Payne, Jr.           Director                                   December 4, 1998
Ulice Payne, Jr.

</TABLE>


                                       S-2

<PAGE>


                                  EXHIBIT INDEX

                            STATE FINANCIAL SERVICES
                      CORPORATION 1998 STOCK INCENTIVE PLAN


                                                                 Sequentially
Exhibit No.                               Exhibit                Numbered Page

    (4)         State Financial Services Corporation 1998
                Stock Incentive Plan

    (5)         Opinion of Foley & Lardner

    (23)        Consent of Ernst & Young LLP

    (24)        Power of Attorney relating to subsequent                    
                amendments (included on the signature page                  
                to this Registration Statement)                        -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14886}]
{"company-data": {"conformed-name": "STATE FINANCIAL SERVICES CORP", "cik": "0000745614", "assigned-sic": "6022", "irs-number": "391489983", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69565", "film-number": "98774560"}, "business-address": {"street1": "10708 W JANESVILLE RD", "city": "HALES CORNERS", "state": "WI", "zip": "53130", "phone": "4144251600"}, "mail-address": {"street1": "10708 W. JANESVILLE ROAD", "city": "HALES CORNERS", "state": "WI", "zip": "53130"}}
Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               ------------------

                      STATE FINANCIAL SERVICES CORPORATION
             (Exact name of registrant as specified in its charter)

                  Wisconsin                                  39-1489983
       (State or other jurisdiction of                    (I.R.S. Employer
        incorporation or organization)                  Identification No.)

           10708 W. Janesville Road                            53130
           Hales Corners, Wisconsin                          (Zip Code)
   (Address of principal executive offices)

         State Financial Services Corporation 1998 Stock Incentive Plan
                            (Full title of the plan)

              Michael J. Falbo                               Copy to:
   President and Chief Executive Officer
    State Financial Services Corporation                 Ulice Payne, Jr.
          10708 W. Janesville Road                       Foley & Lardner
       Hales Corners, Wisconsin 53130               777 East Wisconsin Avenue
               (414) 425-1600                       Milwaukee, Wisconsin 53202
    (Name, address and telephone number,                  (414) 271-2400
 including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                                        Proposed                
                                       Proposed         Maximum                 
    Title of            Amount          Maximum        Aggregate      Amount of
Securities to be         to be      Offering Price      Offering    Registration
   Registered         Registered       Per Share         Price           Fee
--------------------------------------------------------------------------------
  Common Stock,     425,000 shares     $14.75(1)     $6,268,750(1)    $1,742.71
 $.10 par value
--------------------------------------------------------------------------------

(1)      Estimated  pursuant to Rule  457(h)  under the  Securities  Act of 1933
         solely for the purpose of calculating the registration fee based on the
         average of the high and low sale prices of the Common Stock as reported
         on The Nasdaq Stock Market on December 16, 1998.

                        ---------------------------------
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

               The document or documents containing the information specified in
Part I are not required to be filed with the Securities and Exchange  Commission
("Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

               The  following   documents  filed  by  State  Financial  Services
Corporation  (the  "Company")  with the  Commission are  incorporated  herein by
reference:

               (a) The Company's  Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, which includes audited  financial  statements as of and
for the year ended December 31, 1997.

               (b) All other  reports  filed by the Company  pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1997.

               (c) The  description of the Company's  Common Stock  contained in
Item 1 of the Company's  Registration Statement on Form 8-A, dated June 4, 1990,
filed with the  Commission  pursuant to Section 12 of the Exchange  Act, and any
amendments or reports filed for the purpose of updating such description.

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

Item 4.  Description of Securities.

               Not applicable.

                                       -2-
Item 5.  Interests of Named Experts and Counsel.

               Not applicable.

Item 6.  Indemnification of Directors and Officers.

               Pursuant to the provisions of the Wisconsin Business  Corporation
Law  ("WBCL"),  directors  and officers of the Company are entitled to mandatory
indemnification  from the Company against certain liabilities (which may include
liabilities  under the  Securities  Act of 1933) and  expenses (i) to the extent
that such officers or directors  are  successful in the defense of a proceeding;
and (ii) in  proceedings  in which the director or officer is not  successful in
the  defense  thereof,  unless it is  determined  that the  director  or officer
breached  or failed to perform  his or her duties to the Company and such breach
or failure to perform constituted:  (a) a wilful failure to deal fairly with the
Company or its shareholders in connection with a matter in which the director or
officer had a material  conflict of interest;  (b) a violation of criminal  law,
unless  the  director  or officer  had  reasonable  cause to believe  his or her
conduct was lawful or had no reasonable  cause to believe his or her conduct was
unlawful;  (c) a  transaction  from which the  director  or  officer  derived an
improper personal profit; or (d) wilful misconduct.

Additionally,  under the WBCL,  directors  of the  Company  are not  subject  to
personal  liability to the Company,  its  shareholders  or any person  asserting
rights on behalf thereof,  for certain  breaches or failures to perform any duty
resulting  solely  from  their  status as  directors,  except  in  circumstances
paralleling those outlined in (a) through (d) above.

               The Company's By-Laws contain similar indemnification  provisions
as to its officers and directors.

               The  indemnification  provided  by the  WBCL  and  the  Company's
By-Laws is not  exclusive  of any other rights to which a director or officer of
the Company may be entitled.  The Company also carries  directors' and officers'
liability insurance.

Item 7.  Exemption from Registration Claimed.

               Not Applicable.

Item 8.  Exhibits.

               The following  exhibits  have been filed (except where  otherwise
indicated) as part of this Registration Statement:

  Exhibit No.                   Exhibit

      (4)         State Financial Services Corporation 1998 Stock Incentive Plan

      (5)         Opinion of Foley & Lardner

                                       -3-
(23)        Consent of Ernst & Young LLP

      (24)        Power of Attorney relating to subsequent  amendments (included
                  on the signature page to this Registration Statement)

Item 9.  Undertakings.

               (a) The undersigned Registrant hereby undertakes:

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

               (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 herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

               (b)  The  undersigned  Registrant  hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act 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 (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 this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

               (c) Insofar as indemnification  for liabilities arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the 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.

                                       -4-
SIGNATURES

               The  Registrant.  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 Hales Corners, and State of Wisconsin,
on this 4th day of December, 1998.

                                 STATE FINANCIAL SERVICES
                                    CORPORATION

                                 By:      /s/  Michael J. Falbo  
                                          Michael J. Falbo,
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

               Pursuant to the  requirements of the Securities Act of 1933, this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes  and appoints  Michael J. Falbo and Michael A.  Reindl,  and each of
them individually,  his or her true and lawful  attorney-in-fact and agent, with
full  power of  substitution  and  revocation,  for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
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
connection therewith, as fully to all intents and purposes as he or she might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents, or either of them, may lawfully do or cause to be
done by virtue hereof.

                                       S-1
Signature                        Title                                   Date
/s/  Michael J. Falbo           President, Chief Executive                 December 4, 1998
Michael J. Falbo                Officer (Principal Executive
                                Officer) and Director

/s/  Michael A. Reindl          Senior Vice President,                     December 4, 1998
Michael A. Reindl               Controller and Chief Financial
                                Officer (Principal Financial and
                                Accounting Officer)

/s/  Jerome J. Holz             Chairman of the Board, Vice                December 4, 1998
Jerome J. Holz                  President and Director

/s/  Richard A. Horn            Director                                   December 4, 1998
Richard A. Horn

/s/  Barbara E. Holz-Weis       Director                                   December 4, 1998
Barbara E. Holz-Weis

/s/  David M. Stamm             Director                                   December 4, 1998
David M. Stamm

/s/  Ulice Payne, Jr.           Director                                   December 4, 1998
Ulice Payne, Jr.
S-2
EXHIBIT INDEX

                            STATE FINANCIAL SERVICES
                      CORPORATION 1998 STOCK INCENTIVE PLAN

                                                                 Sequentially
Exhibit No.                               Exhibit                Numbered Page

    (4)         State Financial Services Corporation 1998
                Stock Incentive Plan

    (5)         Opinion of Foley & Lardner

    (23)        Consent of Ernst & Young LLP

    (24)        Power of Attorney relating to subsequent                    
                amendments (included on the signature page                  
                to this Registration Statement)                        -