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 401(k) Savings 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,    200,000 shares      $14.75(1)    $2,950,000(1)      $820.10
 $.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.

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

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


<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") or the State Financial Services  Corporation 401(k) Savings Plan
(the "Savings Plan") 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 or the Savings Plan 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 or the Savings  Plan
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

           (5)              Opinion of Foley & Lardner

          (23)              Consent of Ernst & Young LLP


                                       -3-

<PAGE>





          (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
------------------------------     Controller and Chief Financial   
Michael A. Reindl                  Officer (Principal Financial and 
                                   Accounting Officer)              
                                    



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



/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>



         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
State Financial  Services  Corporation,  which administers the Savings Plan, has
duly caused this  Registration  Statement  to be signed on behalf of the Savings
Plan 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 401(k) SAVINGS PLAN



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

                                       S-3

<PAGE>


                                  EXHIBIT INDEX

                            STATE FINANCIAL SERVICES
                         CORPORATION 401(k) SAVINGS PLAN


                                                                   Sequentially
  Exhibit No.                         Exhibit                     Numbered Page

      (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": 16153}]
{"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": "333-69563", "film-number": "98774559"}, "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 401(k) Savings 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,    200,000 shares      $14.75(1)    $2,950,000(1)      $820.10
 $.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.

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
Registration  Statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

                        ---------------------------------
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") or the State Financial Services  Corporation 401(k) Savings Plan
(the "Savings Plan") 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 or the Savings Plan 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 or the Savings  Plan
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

           (5)              Opinion of Foley & Lardner

          (23)              Consent of Ernst & Young LLP

                                       -3-
(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
------------------------------     Controller and Chief Financial   
Michael A. Reindl                  Officer (Principal Financial and 
                                   Accounting Officer)              
                                    

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

/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
The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
State Financial  Services  Corporation,  which administers the Savings Plan, has
duly caused this  Registration  Statement  to be signed on behalf of the Savings
Plan 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 401(k) SAVINGS PLAN

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

                                       S-3
EXHIBIT INDEX

                            STATE FINANCIAL SERVICES
                         CORPORATION 401(k) SAVINGS PLAN

                                                                   Sequentially
  Exhibit No.                         Exhibit                     Numbered Page

      (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)                       -