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)

           Home Bancorp of Elgin, Inc. 1997 Stock Option Plan
                        (Full title of the plan)

               Michael J. Falbo                          
    President and Chief Executive Officer                      Copy to:
     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)
<TABLE>
<CAPTION>

                           --------------------------
                         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,                                                                                                  
     <S>                    <C>                       <C>                 <C>                       <C>         
     $.10 par value         640,645 shares            $16.85(1)           $10,794,868.25(1)         $3,000.98(2)
------------------------ ---------------------- ---------------------- ------------------------- -------------------
(1)   Estimated  pursuant to Rule 457(h) under the  Securities  Act of 1933,  as
      amended,   based  on  an  exercise  price  of  $16.85  per  share  of  the
      Registrant's Common Stock, par value $.10 per share.
(2)   The registration  fee has been calculated  pursuant to Section 6(b) of the
      Securities  Act as follows:  .000278 times the Proposed  Maximum  Offering
      Price.
                        ---------------------------------
</TABLE>

<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.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

                                       2
<PAGE>


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

  (4.1)           Home Bancorp of Elgin, Inc. 1997 Stock Option Plan
  (4.2)           Form of Stock Option  Agreement  for  Officers  and  Employees
                  under the Home Bancorp of Elgin, Inc. 1997 Stock Option Plan
  (4.3)           Form of Stock Option Agreement for Outside Directors under the
                  Home Bancorp of Elgin, Inc. 1997 Stock Option Plan
   (5)            Opinion of Foley & Lardner
 (23.1)           Consent of Foley & Lardner (included in Exhibit 5 hereof)

                                       3
<PAGE>


 (23.2)           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
7th day of January, 1999.

                                    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.

                                       5

<PAGE>

<TABLE>
<CAPTION>



          Signature                                      Title                                Date

<S>                                   <C>                                              <C>    
                                      

/s/Michael J. Falbo                   President, Chief Executive Officer               January 7, 1999
Michael J. Falbo                      (Principal Executive Officer) and
                                      Director


                                      
/s/Michael A. Reindl                  Senior Vice President, Controller and            January 7, 1999
Michael A. Reindl                     Chief Financial Officer (Principal
                                      Financial and Accounting Officer)


                                      
Jerome J. Holz                        Chairman of the Board, Vice President            January 7, 1999
Jerome J. Holz                        and Director


/s/Richard A. Horn                    Director                                         January 7, 1999
Richard A. Horn


/s/Barbra E. Holz-Weis                Director                                         January 7, 1999
Barbara E. Holz-Weis


/s/David M. Stamm                     Director                                         January 7, 1999
David M. Stamm


/s/Ulice Payne, Jr.                   Director                                         January 7, 1999
Ulice Payne, Jr.
</TABLE>

                                       6

<PAGE>


                                  EXHIBIT INDEX
                           HOME BANCORP OF ELGIN, INC.
                             1997 STOCK OPTION PLAN


Exhibit No.                      Exhibit                           Sequentially
                                                                   Numbered Page
   (4.1)       Home Bancorp of Elgin, Inc. 1997 Stock 
               Option Plan
   (4.2)       Form of Stock Option Agreement for Officers 
               and Employees under the Home Bancorp of 
               Elgin, Inc. 1997 Stock Option Plan
   (4.3)       Form of Stock Option Agreement for Outside
               Directors under the Home Bancorp of Elgin, 
               Inc. 1997 Stock Option Plan
    (5)        Opinion of Foley & Lardner
   (23.1)      Consent of Foley & Lardner (included in 
               Exhibit 5 hereof)
   (23.2)      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": 16322}]
{"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": "333-70257", "film-number": "99502461"}, "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)

           Home Bancorp of Elgin, Inc. 1997 Stock Option Plan
                        (Full title of the plan)

               Michael J. Falbo                          
    President and Chief Executive Officer                      Copy to:
     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,
$.10 par value         640,645 shares            $16.85(1)           $10,794,868.25(1)         $3,000.98(2)
------------------------ ---------------------- ---------------------- ------------------------- -------------------
(1)   Estimated  pursuant to Rule 457(h) under the  Securities  Act of 1933,  as
      amended,   based  on  an  exercise  price  of  $16.85  per  share  of  the
      Registrant's Common Stock, par value $.10 per share.
(2)   The registration  fee has been calculated  pursuant to Section 6(b) of the
      Securities  Act as follows:  .000278 times the Proposed  Maximum  Offering
      Price.
                        ---------------------------------
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.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

                                       2
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

  (4.1)           Home Bancorp of Elgin, Inc. 1997 Stock Option Plan
  (4.2)           Form of Stock Option  Agreement  for  Officers  and  Employees
                  under the Home Bancorp of Elgin, Inc. 1997 Stock Option Plan
  (4.3)           Form of Stock Option Agreement for Outside Directors under the
                  Home Bancorp of Elgin, Inc. 1997 Stock Option Plan
   (5)            Opinion of Foley & Lardner
 (23.1)           Consent of Foley & Lardner (included in Exhibit 5 hereof)

                                       3
(23.2)           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
7th day of January, 1999.

                                    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.

                                       5
Signature                                      Title                                Date
/s/Michael J. Falbo                   President, Chief Executive Officer               January 7, 1999
Michael J. Falbo                      (Principal Executive Officer) and
                                      Director

                                      
/s/Michael A. Reindl                  Senior Vice President, Controller and            January 7, 1999
Michael A. Reindl                     Chief Financial Officer (Principal
                                      Financial and Accounting Officer)

                                      
Jerome J. Holz                        Chairman of the Board, Vice President            January 7, 1999
Jerome J. Holz                        and Director

/s/Richard A. Horn                    Director                                         January 7, 1999
Richard A. Horn

/s/Barbra E. Holz-Weis                Director                                         January 7, 1999
Barbara E. Holz-Weis

/s/David M. Stamm                     Director                                         January 7, 1999
David M. Stamm

/s/Ulice Payne, Jr.                   Director                                         January 7, 1999
Ulice Payne, Jr.
6
EXHIBIT INDEX
                           HOME BANCORP OF ELGIN, INC.
                             1997 STOCK OPTION PLAN

Exhibit No.                      Exhibit                           Sequentially
                                                                   Numbered Page
   (4.1)       Home Bancorp of Elgin, Inc. 1997 Stock 
               Option Plan
   (4.2)       Form of Stock Option Agreement for Officers 
               and Employees under the Home Bancorp of 
               Elgin, Inc. 1997 Stock Option Plan
   (4.3)       Form of Stock Option Agreement for Outside
               Directors under the Home Bancorp of Elgin, 
               Inc. 1997 Stock Option Plan
    (5)        Opinion of Foley & Lardner
   (23.1)      Consent of Foley & Lardner (included in 
               Exhibit 5 hereof)
   (23.2)      Consent of Ernst & Young LLP
    (24)       Power of Attorney relating to subsequent                 ___
               amendments (included on the signature page to 
               this Registration Statement)