SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                   FORM 8-K
                                CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                               November 22, 1996
                     (Date of earliest event reported)

                          STANDARD FINANCIAL, INC.            
           (Exact Name of Registrant as Specified in its Charter)

           Delaware               0-24082               36-3941870    

           (State or Other     (Commission File        (IRS Employer
           Jurisdiction of       File Number)           Identification
           Incorporation)                                  Number)


                           4192 South Archer Avenue
                         Chicago, Illinois 60632-1890
              (Address of Principal Offices, including zip code)

                               (312) 847-1140                   
            (Registrant's telephone number, including area code)

                                    N/A                             
       (Former name or former address, if changed since last report)


          ITEM 5.   OTHER EVENTS.

                    On November 22, 1996, the Board of Directors of
          Standard Financial, Inc. (the "Corporation") approved an
          amendment to the Corporation's existing Bylaws.  The
          amendment to the Bylaws is summarized below.

                    Article I, Section 7(b) of the Bylaws was
          amended to provide that no business may be transacted at
          an annual meeting of stockholders of the Corporation
          other than business that is (i) specified in the notice
          of meeting given by the Board of Directors of the
          Corporation, (ii) otherwise properly brought before the
          annual meeting by the Board of Directors of the
          Corporation or (iii) otherwise properly brought before
          the annual meeting by any stockholder of the Corporation
          (A) who is a stockholder of record on the date notice to
          the Corporation of the business to be transacted was
          given by such stockholder (as provided in clause (B)
          below) and on the record date for the determination of
          stockholders entitled to vote at the annual meeting and
          (B) who submits to the Corporation the stockholder
          proposal to be considered, in proper written form as
          provided in the amended Bylaws, not less than one hundred
          twenty (120) days nor more than one hundred fifty (150)
          days prior to the anniversary date of the immediately
          preceding annual meeting or, if the annual meeting is
          called for a date that is not within thirty (30) days
          before or after such anniversary date, not later than the
          close of business on the tenth (10th) day following the
          day on which such notice of the date of the annual
          meeting was mailed or such public announcement of the
          date of the annual meeting was made, whichever first
          occurs.

                    Article I, Section 7(c) of the Bylaws was
          amended to provide that persons may be nominated to stand
          for election as a director of the Corporation only (i) by
          or at the direction of the Board of Directors of the
          Corporation or (ii) by any stockholder of the Corporation
          (A) who is a stockholder of record on the date notice to
          the Corporation of the person to be nominated to stand for
          election as a director was given by such stockholder (as
          provided in clause (B) below) and on the record date for
          the determination of stockholders entitled to vote at the
          annual meeting and (B) who submits to the Corporation the
          notice of the person to be nominated to stand for election
          as a director, in proper written form as provided in the
          amended Bylaws, not less than one hundred twenty (120)
          days nor more than one hundred fifty (150) days prior to
          the anniversary date of the immediately preceding annual
          meeting or, if the annual meeting is called for a date
          that is not within thirty (30) days before or after such
          anniversary date, not later than the close of business on
          the tenth (10th) day following the day on which such
          notice of the date of the annual meeting was mailed or
          such public announcement of the date of the annual meeting
          was made, whichever first occurs. Such notice must be
          accompanied by a written consent of each proposed nominee
          to be named as a nominee and to serve as a director if
          elected. Notwithstanding anything in clause (B) (above) to
          the contrary, if the number of directors to be elected to
          the Board of Directors of the Corporation is increased and
          there is no public announcement by the Corporation naming
          all of the nominees for director or specifying the size of
          the increased Board of Directors at least one hundred
          thirty (130) days prior to the first anniversary of the
          preceding year's annual meeting, a stockholder's notice
          required by this Bylaw shall also be considered timely,
          but only with respect to nominees for any new positions
          created by such increase, if it is delivered to the
          Secretary at the principal executive offices of the
          Corporation not later than the close of business on the
          tenth (10th) day following the day on which such public
          announcement is first made by the Corporation.

                    Article I, Section 7 of the Bylaws was amended
          to add Subsection (d) which provides that, for the
          purposes of Article I, Section 7 of the Bylaws, a "public
          announcement" is an announcement in a press release
          reported by the Dow Jones News Service, Associated Press
          or comparable national news service or in a document
          publicly filed by the Corporation with the Securities and
          Exchange Commission pursuant to Section 13, 14 or 15(d)
          of the Securities Exchange Act of 1934.

                    The foregoing description of the amendment to
          the Bylaws is qualified in its entirety by reference to
          the Bylaw Amendment, a copy of which is incorporated by
          reference herein by Exhibit 3.2 to this Current Report on
          Form 8-K.

          ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

          (c)  Exhibits:

               3.2  Bylaw Amendment of Standard Financial, Inc.,
                    dated November 22, 1996.

               99.1 Press release dated November 22, 1996 regarding
                    approval by Standard Financial, Inc. Board of
                    Directors of Bylaw Amendment.


                                  SIGNATURE

                    Pursuant to the requirements of the Securities
          Exchange Act of 1934, the registrant has duly caused this
          report to be signed on its behalf by the undersigned
          hereunto duly authorized.

                                   STANDARD FINANCIAL, INC.

                                   By: /s/ Randall R. Schwartz      
                                      ------------------------------
                                      Name:  Randall R. Schwartz
                                      Title: Vice President
                                             and General Counsel

          Dated:    November 22, 1996


                                EXHIBIT INDEX

          Exhibit        Description

          3.2            Standard Financial, Inc. Bylaw Amendment,
                         approved November 22, 1996.

          99.1           Standard Financial, Inc. Press Release
                         dated November 22, 1996.
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SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                   FORM 8-K
                                CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                               November 22, 1996
                     (Date of earliest event reported)

                          STANDARD FINANCIAL, INC.            
           (Exact Name of Registrant as Specified in its Charter)

           Delaware               0-24082               36-3941870    

           (State or Other     (Commission File        (IRS Employer
           Jurisdiction of       File Number)           Identification
           Incorporation)                                  Number)

                           4192 South Archer Avenue
                         Chicago, Illinois 60632-1890
              (Address of Principal Offices, including zip code)

                               (312) 847-1140                   
            (Registrant's telephone number, including area code)

                                    N/A                             
       (Former name or former address, if changed since last report)

          ITEM 5.   OTHER EVENTS.

                    On November 22, 1996, the Board of Directors of
          Standard Financial, Inc. (the "Corporation") approved an
          amendment to the Corporation's existing Bylaws.  The
          amendment to the Bylaws is summarized below.

                    Article I, Section 7(b) of the Bylaws was
          amended to provide that no business may be transacted at
          an annual meeting of stockholders of the Corporation
          other than business that is (i) specified in the notice
          of meeting given by the Board of Directors of the
          Corporation, (ii) otherwise properly brought before the
          annual meeting by the Board of Directors of the
          Corporation or (iii) otherwise properly brought before
          the annual meeting by any stockholder of the Corporation
          (A) who is a stockholder of record on the date notice to
          the Corporation of the business to be transacted was
          given by such stockholder (as provided in clause (B)
          below) and on the record date for the determination of
          stockholders entitled to vote at the annual meeting and
          (B) who submits to the Corporation the stockholder
          proposal to be considered, in proper written form as
          provided in the amended Bylaws, not less than one hundred
          twenty (120) days nor more than one hundred fifty (150)
          days prior to the anniversary date of the immediately
          preceding annual meeting or, if the annual meeting is
          called for a date that is not within thirty (30) days
          before or after such anniversary date, not later than the
          close of business on the tenth (10th) day following the
          day on which such notice of the date of the annual
          meeting was mailed or such public announcement of the
          date of the annual meeting was made, whichever first
          occurs.

                    Article I, Section 7(c) of the Bylaws was
          amended to provide that persons may be nominated to stand
          for election as a director of the Corporation only (i) by
          or at the direction of the Board of Directors of the
          Corporation or (ii) by any stockholder of the Corporation
          (A) who is a stockholder of record on the date notice to
          the Corporation of the person to be nominated to stand for
          election as a director was given by such stockholder (as
          provided in clause (B) below) and on the record date for
          the determination of stockholders entitled to vote at the
          annual meeting and (B) who submits to the Corporation the
          notice of the person to be nominated to stand for election
          as a director, in proper written form as provided in the
          amended Bylaws, not less than one hundred twenty (120)
          days nor more than one hundred fifty (150) days prior to
          the anniversary date of the immediately preceding annual
          meeting or, if the annual meeting is called for a date
          that is not within thirty (30) days before or after such
          anniversary date, not later than the close of business on
          the tenth (10th) day following the day on which such
          notice of the date of the annual meeting was mailed or
          such public announcement of the date of the annual meeting
          was made, whichever first occurs. Such notice must be
          accompanied by a written consent of each proposed nominee
          to be named as a nominee and to serve as a director if
          elected. Notwithstanding anything in clause (B) (above) to
          the contrary, if the number of directors to be elected to
          the Board of Directors of the Corporation is increased and
          there is no public announcement by the Corporation naming
          all of the nominees for director or specifying the size of
          the increased Board of Directors at least one hundred
          thirty (130) days prior to the first anniversary of the
          preceding year's annual meeting, a stockholder's notice
          required by this Bylaw shall also be considered timely,
          but only with respect to nominees for any new positions
          created by such increase, if it is delivered to the
          Secretary at the principal executive offices of the
          Corporation not later than the close of business on the
          tenth (10th) day following the day on which such public
          announcement is first made by the Corporation.

                    Article I, Section 7 of the Bylaws was amended
          to add Subsection (d) which provides that, for the
          purposes of Article I, Section 7 of the Bylaws, a "public
          announcement" is an announcement in a press release
          reported by the Dow Jones News Service, Associated Press
          or comparable national news service or in a document
          publicly filed by the Corporation with the Securities and
          Exchange Commission pursuant to Section 13, 14 or 15(d)
          of the Securities Exchange Act of 1934.

                    The foregoing description of the amendment to
          the Bylaws is qualified in its entirety by reference to
          the Bylaw Amendment, a copy of which is incorporated by
          reference herein by Exhibit 3.2 to this Current Report on
          Form 8-K.

          ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

          (c)  Exhibits:

               3.2  Bylaw Amendment of Standard Financial, Inc.,
                    dated November 22, 1996.

               99.1 Press release dated November 22, 1996 regarding
                    approval by Standard Financial, Inc. Board of
                    Directors of Bylaw Amendment.

                                  SIGNATURE

                    Pursuant to the requirements of the Securities
          Exchange Act of 1934, the registrant has duly caused this
          report to be signed on its behalf by the undersigned
          hereunto duly authorized.

                                   STANDARD FINANCIAL, INC.

                                   By: /s/ Randall R. Schwartz      
                                      ------------------------------
                                      Name:  Randall R. Schwartz
                                      Title: Vice President
                                             and General Counsel

          Dated:    November 22, 1996

                                EXHIBIT INDEX

          Exhibit        Description

          3.2            Standard Financial, Inc. Bylaw Amendment,
                         approved November 22, 1996.

          99.1           Standard Financial, Inc. Press Release
                         dated November 22, 1996.