As filed with the Securities and Exchange Commission on June 2, 1999

                                            Registration No. 333-________
   ----------------------------------------------------------------------

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

                                  FORM S-8
                           Registration Statement
                                    Under
                         The Securities Act of 1933
                         --------------------------
                           EQUALITY BANCORP, INC.
           (Exact name of registrant as specified in its charter)

                  Delaware                              43-1785126
             (State or other jurisdiction            (I.R.S. Employer
             of incorporation or                     Identification No.)
             organization)
                              9920 Watson Road
                          St. Louis, Missouri 63126
                  (Address of principal executive offices)

                           EQUALITY BANCORP, INC.
                    1997 STOCK OPTION AND INCENTIVE PLAN
                          (Full title of the plan)

                            Richard C. Fellhauer
                    President and Chief Executive Officer
                           Equality Bancorp, Inc.
                              9920 Watson Road
                          St. Louis, Missouri 63126
                   (Name and address of agent for service)

                               (314) 965-7090
        (Telephone number, including area code, of agent for service)

                               With a copy to:

                             Lauralyn G. Bengel
                            Schiff Hardin & Waite
                              7200 Sears Tower
                        Chicago, Illinois 60606-6473
                               (312) 258-5670

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




<TABLE>
<CAPTION>

                       CALCULATION OF REGISTRATION FEE

                                                                  Proposed             Proposed
     Title of Securities to be Registered       Amount           Maximum              Maximum           Amount of
                                                 to be            Offering             Aggregate       Registration
                                               Registered    Price Per Share(1)   Offering Price(1)       Fee(1)
     <S>                                       <C>                <C>               <C>                   <C>
     Common Stock, $.01 par value              132,250            $8.75             $1,157,187.50         $322

     (1)      Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under
              the Securities Act of 1933, as amended, based on $8.75, the average of the high and low sales prices
              of the Common Stock on the American Stock Exchange on May 28, 1999.
</TABLE>

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


   ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents which have been filed by Equality
   Bancorp, Inc. (the "Registrant") are incorporated herein by reference:

        (a)  The Registrant's Annual Report on Form 10-K and Forms 10-
             KSB/A for the year ended March 31, 1998;

        (b)  The Registrant's Quarterly Reports on Form 10-QSB for the
             quarters ended June 30, 1998, September 30, 1998 and
             December 31, 1998; and

        (c)  The description of the Registrant's Common Stock contained
             in its Registration Statement on Form S-1 (File No. 333-
             38287).

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

   ITEM 4.   DESCRIPTION OF SECURITIES.

        Not applicable.

   ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

   ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Registrant is empowered by Section 145 of the Delaware
   General Corporation Law, subject to the procedures and limitations
   stated therein, to indemnify any person against expenses (including
   attorneys' fees), judgments, fines and amounts paid in settlement
   actually and reasonably incurred by him or her in the defense of any
   threatened, pending or completed action, suit or proceeding in which
   such person is made a party by reason of his or her being or having
   been a director, officer, employee or agent of the Registrant, or
   serving or having served at the request of the Registrant as a
   director, officer, employee or agent of another enterprise.  The
   statute provides that this indemnification is not exclusive of other
   rights of indemnification to which a person may be entitled under any
   bylaw, agreement, vote of stockholders or disinterested directors, or
   otherwise.


        The Certificate of Incorporation and Bylaws of the Registrant
   provide, subject to certain procedures and limitations stated therein,
   that the Registrant shall indemnify any person against expenses
   (including attorneys' fees), judgments, fines and amounts paid in
   settlement actually and reasonably incurred by him or her in the
   defense of any threatened, pending or completed action, suit or
   proceeding in which such person is made a party by reason of his or
   her being or having been a director or officer of the Registrant and
   serving or having served at the request of the Registrant as a
   director, officer, employee or agent of another enterprise.  The
   indemnification is not exclusive of other rights of indemnification to
   which a person may be entitled under any statute, bylaw, agreement,
   vote of stockholders or disinterested directors, or otherwise.

        The Registrant maintains an insurance policy under which its
   officers and directors are insured, within the limits and subject to
   the limitations of the policy, against certain losses arising from any
   claim or claims made against them in their respective capacities of
   directors or officers.  The policy also provides for reimbursement to
   the Registrant for any indemnification of officers and directors.

   ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.   EXHIBITS.

        The exhibits filed herewith or incorporated by reference herein
   are set forth in the Exhibit Index filed as part of this registration
   statement.

   ITEM 9.   UNDERTAKINGS.

        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:

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

             (ii) To reflect in the prospectus any facts or events
        arising after the effective date of the registration statement
        (or the most recent post-effective amendment thereof) which,
        individually or in the aggregate, represent a fundamental change
        in the information set forth in the registration statement;
        provided, however, that any increase or decrease in volume of
        securities offered (if the total dollar value of securities
        offered would not exceed that which was registered) and any
        deviation from the low or high end of the estimated maximum
        offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate,
        the changes in volume and price represent no more than a 20
        percent change in the maximum aggregate offering price set forth


        in the "Calculation of Registration Fee" table in the effective
        registration statement; and

             (iii)     To include any material information with respect
        to the plan of distribution not previously disclosed in the
        registration statement or any material change to such information
        in the registration statement;

   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
   apply if the registration statement is on Form S-3, Form S-8, and the
   information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed by the
   Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
   Act of 1934 that are incorporated by reference in the registration
   statement.

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

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

        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 the registration statement shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial bona fide offering thereof.

        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.


                                 SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
   Registrant certifies that it has reasonable grounds to believe that it
   meets all of the requirements for filing on Form S-8 and has duly
   caused this registration statement to be signed on its behalf by the
   undersigned, thereunto duly authorized, in the City of St. Louis,
   State of Missouri, on this 14th day May, 1999.

                            EQUALITY BANCORP, INC.



                            By:    /s/  Richard C. Fellhauer
                                 --------------------------------
                                 Richard C. Fellhauer
                                 Chairman, President, Chief Executive
                                 Officer and Director

        Each person whose signature appears below hereby constitutes and
   appoints Richard C. Fellhauer and Michael A. Deelo, and each of them,
   the true and lawful attorneys-in-fact and agents of the undersigned,
   with full power of substitution and resubstitution, for and in the
   name, place and stead of the undersigned, 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, and hereby grants to such
   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, fully to all intents and purposes as the
   undersigned might or could do in person, hereby ratifying and
   confirming all that said attorneys-in-fact and agents, or any of them,
   or their or his substitute or substitutes, may lawfully do or cause to
   be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
   registration statement has been signed by the following persons in the
   capacities and on the date indicated.

<TABLE>
<CAPTION>

              Signature                                 Title                                      Date
              ---------                                 -----                                      ------
     <S>                                        <C>                                                <C>
     /s/ Richard C. Fellhauer                   Chairman of the Board, President                   May 14, 1999
     --------------------------                 Chief Executive Officer and
     Richard C. Fellhauer                       Director (Principal Executive Officer)

     /s/ Michael A. Deelo                       Treasurer, Chief Financial Officer                 May 14, 1999
     --------------------------                 and Director (Principal Financial
     Michael A. Deelo                           Officer and Principal Accounting
                                                Officer)

     /s/ LeRoy C. Crook                         Director                                           May 14, 1999
     --------------------------
     LeRoy C. Crook


     /s/ Kenneth J. Hrdlicka                    Director                                           May 14, 1999
     --------------------------
     Kenneth J. Hrdlicka


     /s/ Michael J. Walsh                       Director                                           May 14, 1999
     --------------------------
     Michael J. Walsh


     ---------------------------                Director
     Daniel C. Aubuchon


     /s/ Stacey W. Braswell                     Director                                           May 14, 1999
     ---------------------------
     Stacey W. Braswell


     /s/ Berenice J. Mahacek                    Director                                           May 14, 1999
     ---------------------------
     Berenice J. Mahacek


     /s/ Charles J. Wolter                      Director                                           May 14, 1999
     ---------------------------
     Charles J. Wolter

</TABLE>

                                EXHIBIT INDEX


   EXHIBIT
   NUMBER                        EXHIBIT
   -------                       -------

       5               Opinion of Schiff Hardin & Waite

     23.1              Consent of KPMG LLP

     23.2              Consent of Rubin, Brown, Gornstein & Co. LLP

     23.3              Consent of Schiff Hardin & Waite (contained in its
                       opinion filed as Exhibit 5)

     24                Powers of Attorney (as set forth in the signature
                       pages hereto)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16233}]
{"company-data": {"conformed-name": "EQUALITY BANCORP INC", "cik": "0001040476", "assigned-sic": "6035", "irs-number": "00000000", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-79807", "film-number": "99639304"}, "business-address": {"street1": "9920 WATSON ROAD", "city": "ST LOUIS", "state": "MO", "zip": "63126", "phone": "314352333"}, "mail-address": {"street1": "4131 SOUTH GRAND BOULEVARD", "city": "ST LOUIS", "state": "MO", "zip": "63118"}}
As filed with the Securities and Exchange Commission on June 2, 1999

                                            Registration No. 333-________
   ----------------------------------------------------------------------

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

                                  FORM S-8
                           Registration Statement
                                    Under
                         The Securities Act of 1933
                         --------------------------
                           EQUALITY BANCORP, INC.
           (Exact name of registrant as specified in its charter)

                  Delaware                              43-1785126
             (State or other jurisdiction            (I.R.S. Employer
             of incorporation or                     Identification No.)
             organization)
                              9920 Watson Road
                          St. Louis, Missouri 63126
                  (Address of principal executive offices)

                           EQUALITY BANCORP, INC.
                    1997 STOCK OPTION AND INCENTIVE PLAN
                          (Full title of the plan)

                            Richard C. Fellhauer
                    President and Chief Executive Officer
                           Equality Bancorp, Inc.
                              9920 Watson Road
                          St. Louis, Missouri 63126
                   (Name and address of agent for service)

                               (314) 965-7090
        (Telephone number, including area code, of agent for service)

                               With a copy to:

                             Lauralyn G. Bengel
                            Schiff Hardin & Waite
                              7200 Sears Tower
                        Chicago, Illinois 60606-6473
                               (312) 258-5670

                     ----------------------------------
CALCULATION OF REGISTRATION FEE

                                                                  Proposed             Proposed
     Title of Securities to be Registered       Amount           Maximum              Maximum           Amount of
                                                 to be            Offering             Aggregate       Registration
                                               Registered    Price Per Share(1)   Offering Price(1)       Fee(1)
Common Stock, $.01 par value              132,250            $8.75             $1,157,187.50         $322

     (1)      Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under
              the Securities Act of 1933, as amended, based on $8.75, the average of the high and low sales prices
              of the Common Stock on the American Stock Exchange on May 28, 1999.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents which have been filed by Equality
   Bancorp, Inc. (the "Registrant") are incorporated herein by reference:

        (a)  The Registrant's Annual Report on Form 10-K and Forms 10-
             KSB/A for the year ended March 31, 1998;

        (b)  The Registrant's Quarterly Reports on Form 10-QSB for the
             quarters ended June 30, 1998, September 30, 1998 and
             December 31, 1998; and

        (c)  The description of the Registrant's Common Stock contained
             in its Registration Statement on Form S-1 (File No. 333-
             38287).

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

   ITEM 4.   DESCRIPTION OF SECURITIES.

        Not applicable.

   ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

   ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Registrant is empowered by Section 145 of the Delaware
   General Corporation Law, subject to the procedures and limitations
   stated therein, to indemnify any person against expenses (including
   attorneys' fees), judgments, fines and amounts paid in settlement
   actually and reasonably incurred by him or her in the defense of any
   threatened, pending or completed action, suit or proceeding in which
   such person is made a party by reason of his or her being or having
   been a director, officer, employee or agent of the Registrant, or
   serving or having served at the request of the Registrant as a
   director, officer, employee or agent of another enterprise.  The
   statute provides that this indemnification is not exclusive of other
   rights of indemnification to which a person may be entitled under any
   bylaw, agreement, vote of stockholders or disinterested directors, or
   otherwise.

        The Certificate of Incorporation and Bylaws of the Registrant
   provide, subject to certain procedures and limitations stated therein,
   that the Registrant shall indemnify any person against expenses
   (including attorneys' fees), judgments, fines and amounts paid in
   settlement actually and reasonably incurred by him or her in the
   defense of any threatened, pending or completed action, suit or
   proceeding in which such person is made a party by reason of his or
   her being or having been a director or officer of the Registrant and
   serving or having served at the request of the Registrant as a
   director, officer, employee or agent of another enterprise.  The
   indemnification is not exclusive of other rights of indemnification to
   which a person may be entitled under any statute, bylaw, agreement,
   vote of stockholders or disinterested directors, or otherwise.

        The Registrant maintains an insurance policy under which its
   officers and directors are insured, within the limits and subject to
   the limitations of the policy, against certain losses arising from any
   claim or claims made against them in their respective capacities of
   directors or officers.  The policy also provides for reimbursement to
   the Registrant for any indemnification of officers and directors.

   ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.   EXHIBITS.

        The exhibits filed herewith or incorporated by reference herein
   are set forth in the Exhibit Index filed as part of this registration
   statement.

   ITEM 9.   UNDERTAKINGS.

        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:

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

             (ii) To reflect in the prospectus any facts or events
        arising after the effective date of the registration statement
        (or the most recent post-effective amendment thereof) which,
        individually or in the aggregate, represent a fundamental change
        in the information set forth in the registration statement;
        provided, however, that any increase or decrease in volume of
        securities offered (if the total dollar value of securities
        offered would not exceed that which was registered) and any
        deviation from the low or high end of the estimated maximum
        offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate,
        the changes in volume and price represent no more than a 20
        percent change in the maximum aggregate offering price set forth

        in the "Calculation of Registration Fee" table in the effective
        registration statement; and

             (iii)     To include any material information with respect
        to the plan of distribution not previously disclosed in the
        registration statement or any material change to such information
        in the registration statement;

   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
   apply if the registration statement is on Form S-3, Form S-8, and the
   information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed by the
   Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
   Act of 1934 that are incorporated by reference in the registration
   statement.

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

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

        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 the registration statement shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial bona fide offering thereof.

        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.

                                 SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
   Registrant certifies that it has reasonable grounds to believe that it
   meets all of the requirements for filing on Form S-8 and has duly
   caused this registration statement to be signed on its behalf by the
   undersigned, thereunto duly authorized, in the City of St. Louis,
   State of Missouri, on this 14th day May, 1999.

                            EQUALITY BANCORP, INC.

                            By:    /s/  Richard C. Fellhauer
                                 --------------------------------
                                 Richard C. Fellhauer
                                 Chairman, President, Chief Executive
                                 Officer and Director

        Each person whose signature appears below hereby constitutes and
   appoints Richard C. Fellhauer and Michael A. Deelo, and each of them,
   the true and lawful attorneys-in-fact and agents of the undersigned,
   with full power of substitution and resubstitution, for and in the
   name, place and stead of the undersigned, 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, and hereby grants to such
   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, fully to all intents and purposes as the
   undersigned might or could do in person, hereby ratifying and
   confirming all that said attorneys-in-fact and agents, or any of them,
   or their or his substitute or substitutes, may lawfully do or cause to
   be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
   registration statement has been signed by the following persons in the
   capacities and on the date indicated.
Signature                                 Title                                      Date
              ---------                                 -----                                      ------
/s/ Richard C. Fellhauer                   Chairman of the Board, President                   May 14, 1999
     --------------------------                 Chief Executive Officer and
     Richard C. Fellhauer                       Director (Principal Executive Officer)

     /s/ Michael A. Deelo                       Treasurer, Chief Financial Officer                 May 14, 1999
     --------------------------                 and Director (Principal Financial
     Michael A. Deelo                           Officer and Principal Accounting
                                                Officer)

     /s/ LeRoy C. Crook                         Director                                           May 14, 1999
     --------------------------
     LeRoy C. Crook

     /s/ Kenneth J. Hrdlicka                    Director                                           May 14, 1999
     --------------------------
     Kenneth J. Hrdlicka

     /s/ Michael J. Walsh                       Director                                           May 14, 1999
     --------------------------
     Michael J. Walsh

     ---------------------------                Director
     Daniel C. Aubuchon

     /s/ Stacey W. Braswell                     Director                                           May 14, 1999
     ---------------------------
     Stacey W. Braswell

     /s/ Berenice J. Mahacek                    Director                                           May 14, 1999
     ---------------------------
     Berenice J. Mahacek

     /s/ Charles J. Wolter                      Director                                           May 14, 1999
     ---------------------------
     Charles J. Wolter
EXHIBIT INDEX

   EXHIBIT
   NUMBER                        EXHIBIT
   -------                       -------

       5               Opinion of Schiff Hardin & Waite

     23.1              Consent of KPMG LLP

     23.2              Consent of Rubin, Brown, Gornstein & Co. LLP

     23.3              Consent of Schiff Hardin & Waite (contained in its
                       opinion filed as Exhibit 5)

     24                Powers of Attorney (as set forth in the signature
                       pages hereto)