<PAGE>
                                                           Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



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

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



                          ANCHOR BANCORP WISCONSIN INC.
             (Exact name of registrant as specified in its charter)


               Wisconsin                                     39-1726871
   (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                      Identification No.)


                               25 West Main Street
                            Madison, Wisconsin 53703
                                 (608) 252-8700
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)


      Hallmark Capital Corp. 1993 Stock Option Plan for Outside Directors,
                                   as amended
       Hallmark Capital Corp. 1993 Incentive Stock Option Plan, as amended
                            (Full title of the plan)


                              Douglas J. Timmerman
                 Chairman, President and Chief Executive Officer
                          Anchor BanCorp Wisconsin Inc.
                               25 West Main Street
                                Madison, WI 53703
                                 (608) 252-8700
                 (Name, address and telephone number, including
                        area code, of agent for service)


                                 With Copies To:

      Mark. D. Timmerman, Esq.                       Andrew J. Guzikowski, Esq.
      Assistant Secretary and                       Whyte Hirschboeck Dudek S.C.
          General Counsel                            111 East Wisconsin Avenue
   Anchor BanCorp Wisconsin Inc.                           Suite 2100
        25 West Main Street                            Milwaukee, WI 53202
         Madison, WI 53703


<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                           Proposed
                                                           Maximum
                                                           Offering         Proposed
                                    Amount                 Price            Maximum                     Amount of
Title of Securities to              to be                  Per              Aggregate Offering          Registration
be Registered                       Registered (1)         Share (2)        Price (2)                   Fee (2)
-------------                       --------------         ---------        ---------                   -------
<S>                                 <C>                    <C>              <C>                         <C>
Common Stock,                       318,622                $6.40            $2,038,264                  $510
$0.10 par value                     shares

Series A Preferred                  318,622                  n/a                 n/a                        n/a
Share Purchase                      rights
Rights (3)
</TABLE>

(1)      Represents shares subject to options to purchase the common stock of
         Ledger Capital Corp.(f/k/a Hallmark Capital Corp.) ("Ledger") that were
         previously issued by Ledger to its employees and directors under the
         Hallmark Capital Corp 1993 Stock Option Plan for Outside Directors, as
         amended and the Hallmark Capital Corp 1993 Incentive Stock Option Plan,
         as amended (collectively, the "Ledger Option Plans"). Ledger's
         obligations under these outstanding options were assumed by the
         Registrant pursuant to the terms of the Agreement and Plan of
         Merger dated June 15, 2001 (the "Agreement") by and between the
         Registrant and Ledger calling for the merger of Ledger with and into
         the Registrant, which merger was consummated on November 10, 2001. The
         "Amount to be Registered" is derived from the number of shares of
         Ledger common stock issuable pursuant to the options assumed, after
         applying the provision of the Agreement which provided that, at the
         effective time of the merger, each outstanding option under the Ledger
         Option Plans was converted into an option to purchase 1.10 shares of
         the Registrant's common stock (with fractional shares to be rounded up
         to the nearest whole share), at a price per share equal to the exercise
         price per share of the original Ledger option divided by 1.10, rounded
         down to the nearest whole cent.

(2)      Computed in accordance with Rule 457(h)(1) under the Securities Act of
         1933, as amended. The 318,622 options outstanding under existing
         option agreements under the Ledger Option Plans are exercisable at an
         aggregate price of $2,038,263.26, or at a weighted-average price of
         $6.40 per share. No additional options may be issued under the Ledger
         Option Plans.

(3)      Pursuant to the Rights Agreement, dated as of July 22, 1997, between
         the Registrant and Firstar Bank Milwaukee, N.A. (as successor to
         Firstar Trust Company), as rights agent, the value attributable to the
         Series A Preferred Share Purchase Rights is reflected in the market
         price of the Registrant's common stock to which the rights are
         attached.



                                       1
<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 (the
"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 with the Commission (File No.
0-20006) by Anchor BanCorp Wisconsin Inc. (the "Company") are hereby
incorporated herein by reference:

                  1.       The Company's Annual Report on Form 10-K for the year
                           ended March 31, 2001.

                  2.       The Company's Quarterly Report on Form 10-Q for the
                           quarter ended September 30, 2001.

                  3.       The Company's Quarterly Report on Form 10-Q for the
                           quarter ended June 30, 2001.

                  4.       The Company's Current Report on Form 8-K, dated
                           November 10, 2001.

                  5.       The Company's Current Report on Form 8-K, dated July
                           24, 2001.

                  6.       The Company's Current Report on Form 8-K, dated June
                           15, 2001.

                  7.       The description of the Company's Common Stock, $0.10
                           par value, contained under the caption "Description
                           of Capital Stock" in the Company's Registration
                           Statement on Form S-1 dated March 19, 1992, including
                           any amendment or report filed for the purpose of
                           updating such description.

                  8.       The Company's Registration Statement on Form 8-A,
                           dated July 28, 1997, relating to the Series A
                           Preferred Share Purchase Rights associated with the
                           Company's common stock.

                  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, 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.


                                       2
<PAGE>

                  Not applicable.


Item 5. Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.

                  Sections 180.0850 to 180.0859 of the Wisconsin Business
Corporation Law ("WBCL") relate to indemnification and insurance. These
provisions provide that a Wisconsin corporation shall indemnify a director or
officer, to the extent he or she has been successful on the merits or otherwise
in the defense of a proceeding for all reasonable expenses incurred in the
proceeding if the director or officer was a party because he or she is a
director or officer of the corporation. In all other cases, a Wisconsin
corporation shall indemnify a director or officer against liability incurred by
a director or officer in a proceeding to which the director or officer was a
party because he or she is a director or officer of the corporation, unless
liability was incurred because the director or officer breached or failed to
perform a duty he or she owes to the corporation and the breach or failure to
perform constitutes any of the following: (1) a willful failure to deal fairly
with the corporation or its stockholders in connection with a matter in which
the director or officer has a material conflict of interest, (2) a violation of
criminal law, unless the director or officer had reasonable cause to believe his
or her conduct was lawful or no reasonable cause to believe his or her conduct
was unlawful, (3) a transaction from which the director or officer derived an
improper personal profit, or (4) willful misconduct (the foregoing, which are
enumerated in ss.ss.180.0851(2)(a)1, 2, 3 and 4 of the WBCL, are hereinafter
collectively referred to as a "Breach of Duty").

                  Registrant's Bylaws require indemnification of officers,
directors, employees, and agents, even if they are not successful defending any
such action, unless there is a final judicial determination that the officer,
director, employee, or agent committed a Breach of Duty to the Registrant.
Registrant's Bylaws make detailed provision for such indemnification. In
summary, Article VI of Registrant's Bylaws provides:

         Bylaw ss.6.1 provides certain definitions applicable to the
         indemnification provisions of Article VI. In particular:

                  "Director or officer" includes (i) a former or current
                  director or officer of the Registrant; (ii) an individual who,
                  while a director or officer of the Registrant, is or was
                  serving at the Registrant's request as a director, officer,
                  partner, trustee, member of any government or decision-making
                  committee, employee or agent of another corporation or other
                  entity; (iii) an individual who, while a director or officer
                  of the Registrant, is or was serving an employee benefit plan
                  of the Registrant because his duties to the Registrant also
                  impose duties on or otherwise involve services by, the person
                  to the plan or to participants in or beneficiaries of the
                  plan; and (iv) the estate or personal representative of a
                  director or officer.

                  "Expenses" includes fees, costs, charges, disbursements,
                  attorneys fees and any other expenses incurred in connection
                  with a proceeding.



                                       3
<PAGE>

                  "Liability" includes the obligation to pay a judgment,
                  settlement, penalty, assessment, forfeiture or fine, including
                  an excise tax assessed with respect to an employee benefit
                  plan.

                  "Proceeding" means any threatened, pending or completed civil,
                  criminal, administrative or investigative action, suit,
                  arbitration or other proceeding, whether formal or informal
                  and including any appeal, which involves foreign, federal,
                  state or local law, which is brought by any person.

         Bylaw ss.6.2 provides for the following:

                  The right to indemnification upon written request of a
                  director or officer to the fullest extent authorized by the
                  WBCL against any and all liability and expense actually
                  incurred in connection with a proceeding to which any such
                  person shall have become subject because he is a director or
                  officer of the Registrant or arising from his status as such.

                  That the Registrant may not indemnify any director or officer
                  against any liabilities or expenses unless it is determined by
                  or on behalf of the Registrant that the director or officer
                  did not breach or fail to perform a duty owed to the
                  Registrant which constitutes a Breach of Duty.

                  That the Registrant shall not indemnify any such director or
                  officer in connection with a proceeding or part thereof, which
                  was initiated by such director or officer unless such
                  proceeding was authorized by the Registrant's Board of
                  Directors.

                  That the determination by or on behalf of the Registrant
                  whether a director or officer is entitled to indemnification
                  must be made by (i) a majority vote of a quorum of the Board
                  of Directors consisting of directors not at the time parties
                  to the same or related proceedings, or (ii) if such a quorum
                  cannot be obtained, by majority vote of a committee duly
                  appointed by the Board of Directors, including directors who
                  are parties to the same or related proceedings, and consisting
                  solely of two or more directors not at the time parties to the
                  same or related proceedings, and (iii) that if the required
                  determination cannot be made in the foregoing manner, it shall
                  be made by independent legal counsel to the Registrant
                  selected by majority vote of the Board of Directors, including
                  directors who are parties to the same or related proceedings.

                  That the termination of a proceeding by judgment, order,
                  settlement or conviction, or upon a plea of no contest or an
                  equivalent plea, does not, by itself, create a presumption
                  that indemnification of the director or officer is not
                  required.

                  That indemnification is not required if the director or
                  officer has previously received indemnification or allowance
                  of expenses from any person, including the Registrant, in
                  connection with the same proceeding.



                                       4
<PAGE>

         Bylaw ss.6.3 provides for the advancement by the Registrant of expenses
         incurred by a director or officer who is a party to a proceeding in
         advance of the final disposition of such proceeding if the director or
         officer submits a written request therefor and provides (1) a written
         affirmation of his good faith belief that he has not breached or failed
         to perform his duties to the Registrant and (2) a written undertaking
         to repay the allowance and, if required by the Registrant, to pay
         reasonable interest on the allowance to the extent that indemnification
         is not required under Article VI or not ordered by a court under the
         WBCL. Such undertaking may be accepted by the Registrant without
         reference to the director's or officer's ability to repay and may be
         secured or unsecured.

         Bylaw ss.6.4 sets forth the applicable procedure for indemnification.
         It provides that the right to indemnification or advances is
         enforceable by the director or officer in court if the Registrant
         denies a request therefor or if no disposition thereof is made within
         60 days from receipt by the Registrant of a written demand therefor
         (and that the expenses incurred in connection with successfully
         establishing a right to indemnification are also indemnified by the
         Registrant). ss.6.4 also provides that it is a defense to any such
         enforcement proceeding that the Registrant has determined that the
         claimant committed a Breach of Duty.

         Bylaw ss.6.5 provides that the Registrant is not obligated to reimburse
         the costs of any settlement to which it has not previously agreed in
         writing. ss.6.5 limits the Registrant's indemnification obligation, if
         the person to be indemnified unreasonably fails to enter into a
         settlement thereof offered or assented to by the opposing party in such
         proceeding and which is acceptable to the Registrant, to the total of
         the amount at which settlement could have been made and the expenses
         incurred by such person prior to the time such settlement could
         reasonably have been effected.

         Bylaw ss.6.6 provides that no subsequent amendment or repeal of Article
         VI or of relevant provisions of applicable law will affect or diminish
         in any way the right of any director or officer to indemnification
         under Article VI hereof with respect to any proceeding arising out of,
         or relating to, any matters occurring prior to such amendment or
         repeal.

         Bylaw ss.6.7 provides that the indemnification provided under Article
         VI shall not be deemed exclusive of any other rights to which a
         director or officer seeking indemnification may be entitled under the
         Articles of Incorporation or Bylaws, a written agreement between the
         director or officer and the Registrant, a resolution of the Board of
         Directors or a resolution, after notice, adopted by a majority vote of
         all of the Registrant's voting shares then issued and outstanding,
         provided that the Registrant may not indemnify a director or officer
         unless it is determined by or on behalf of the Registrant that the
         director or officer did not commit a Breach of Duty. ss.6.7 further
         provides that all rights to indemnification under Article VI shall be
         deemed to be a contract between the Registrant and each director or
         officer and binding upon any successor corporation to the Registrant.
         ss.6.7 also provides that if any portion of Article VI is invalidated
         by a court, Registrant shall nevertheless indemnify each director or
         officer against any liabilities and expenses to the fullest extent
         permitted by any applicable portion of Article VI that was not so
         invalidated and to the fullest extent permitted by the WBCL.




                                       5
<PAGE>

         Bylaw ss.6.8 provides that the Registrant may purchase and maintain
         insurance on behalf of a director or officer against liability asserted
         against or incurred by him in his capacity as a director or officer or
         arising from his status as such, regardless of whether the Registrant
         is required or authorized to indemnify or advance expenses to such
         director or officer.

         Bylaw ss.6.9 provides that the Registrant may, but need not, to the
         extent authorized from time to time by the Board of Directors, grant,
         rights to indemnification and to the advancement of expenses to any
         employee or agent of the corporation who is not a director or officer,
         to the fullest extent of the provisions of Article VI and may impose
         such conditions and limitations as the Board of Directors deems
         appropriate.

         The Registrant carries a policy of Directors and Officers liability
insurance which insure against indemnification obligations in most
circumstances. In addition, certain employee benefit plans of the Registrant
include provisions providing for indemnification of the administrators of such
plans.


Item 7. Exemption from Registration Claimed.

                  Not Applicable.


Item 8.  Exhibits.

                  The exhibits listed in the Exhibit Index attached hereto have
been filed (except where otherwise indicated) as part of 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:

                           (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. Notwithstanding the foregoing, 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 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective Registration Statement; and



                                       6
<PAGE>

                           (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 information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the Registrant pursuant to
         Section 13 or Section 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 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 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.





                                       7
<PAGE>


                                   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 Madison, State of Wisconsin, on November 20, 2001.

                                   ANCHOR BANCORP WISCONSIN INC., Registrant



                             By:   /s/ Douglas J. Timmerman
                                   ------------------------
                                   Douglas J. Timmerman,
                                   Chairman of the Board, President
                                   and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of this 20th day of November, 2001. Each person whose
signature appears below hereby constitutes and appoints Douglas J. Timmerman and
Michael W. Helser, and each of them, as his or her attorney in fact, to sign and
to file any amendments, including post-effective amendments, to this
Registration Statement.


Name                                          Title

PRINCIPAL EXECUTIVE OFFICER:

/s/ Douglas J. Timmerman
----------------------------
Douglas J. Timmerman                          President, Chief Executive Officer


PRINCIPAL FINANCIAL & ACCOUNTING OFFICER:

/s/ Michael W. Helser
----------------------------
Michael W. Helser                             Treasurer, Chief Financial Officer


DIRECTORS:

/s/ Douglas J. Timmerman
----------------------------
Douglas J. Timmerman                          Director (Chairman of the Board)

/s/ Holly Cremer Berkenstadt
----------------------------
Holly Cremer Berkenstadt                      Director



----------------------------
Donald D. Kropidlowski                        Director



                                       8
<PAGE>




/s/ Greg Larson
----------------------------
Greg Larson                                   Director


----------------------------
Donald D. Parker                              Director

/s/ Pat Richter
----------------------------
Pat Richter                                   Director


----------------------------
Bruce A. Robertson                            Director

/s/ Richard A. Bergstrom
----------------------------
Richard A. Bergstrom                          Director










                                       9
<PAGE>


                       REGISTRATION STATEMENT ON FORM S-8
                          ANCHOR BANCORP WISCONSIN INC.

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit                                                         Incorporated Herein by                           Filed
No.                         Description                             Reference from                              Herewith
---                         -----------                             --------------                              --------
<S>             <C>                                       <C>                                                   <C>
4.1             Hallmark Capital Corp. 1993 Incentive     Exhibit 10.5 to Annual Report on Form 10-K
                Stock Option Plan, as amended             for the year ended June 30, 1997 of
                                                          Hallmark Capital Corp. (subsequently known
                                                          as Ledger Capital Corp.) (Commission File
                                                          No. 0-22224)

4.2             Hallmark Capital Corp. 1993 Stock         Exhibit 10.6 to the Annual Report on Form
                Option Plan for Outside Directors, as     10-K for the year ended June 30, 1997 of
                amended                                   Hallmark Capital Corp. (subsequently known
                                                          as Ledger Capital Corp.) (Commission File
                                                          No. 0-22224)

4.5             Provisions of the Articles of             Exhibit 3.1 to the Annual Report on Form
                Incorporation of Anchor BanCorp           10-K for the year ended March 31, 2001 of
                Wisconsin Inc. defining the rights of     the Registrant (Commission File No. 000-20006)
                holders of capital stock

4.6             Provisions of the Bylaws of Anchor        Exhibit 3.2 to Registration Statement on
                BanCorp Wisconsin Inc. defining the       Form S-1 of the Registrant filed on March
                rights of holders of capital stock        19, 1992 (Commission File No. 33-46536)

4.7             Description of Series A Preferred Share   Form 8-A of the Registrant dated July 28,
                Purchase Rights of Anchor BanCorp         1997 (Commission File No. 000-20006)
                Wisconsin Inc.

5.1             Opinion of Whyte Hirschboeck Dudek S.C.                                                           X

23.1            Consent of Ernst & Young LLP                                                                      X

23.2            Consent of Whyte Hirschboeck Dudek S.C.                                                          X(1)

24.1            Power of Attorney relating to                                                                    X(2)
                subsequent amendments
</TABLE>

(1)      Included as part of Exhibit 5.1 of this Registration Statement.
(2)      Included on the signature page of this Registration Statement.




                                       10
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{"company-data": {"conformed-name": "ANCHOR BANCORP WISCONSIN INC", "cik": "0000885322", "assigned-sic": "6036", "irs-number": "391726871", "state-of-incorporation": "WI", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73814", "film-number": "1797103"}, "business-address": {"street1": "25 WEST MAIN ST", "city": "MADISON", "state": "WI", "zip": "53703", "phone": "6082528700"}, "mail-address": {"street1": "PO BOX 7933", "city": "MADISON", "state": "WI", "zip": "53707-7933"}}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                          ANCHOR BANCORP WISCONSIN INC.
             (Exact name of registrant as specified in its charter)

               Wisconsin                                     39-1726871
   (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                      Identification No.)

                               25 West Main Street
                            Madison, Wisconsin 53703
                                 (608) 252-8700
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

      Hallmark Capital Corp. 1993 Stock Option Plan for Outside Directors,
                                   as amended
       Hallmark Capital Corp. 1993 Incentive Stock Option Plan, as amended
                            (Full title of the plan)

                              Douglas J. Timmerman
                 Chairman, President and Chief Executive Officer
                          Anchor BanCorp Wisconsin Inc.
                               25 West Main Street
                                Madison, WI 53703
                                 (608) 252-8700
                 (Name, address and telephone number, including
                        area code, of agent for service)

                                 With Copies To:

      Mark. D. Timmerman, Esq.                       Andrew J. Guzikowski, Esq.
      Assistant Secretary and                       Whyte Hirschboeck Dudek S.C.
          General Counsel                            111 East Wisconsin Avenue
   Anchor BanCorp Wisconsin Inc.                           Suite 2100
        25 West Main Street                            Milwaukee, WI 53202
         Madison, WI 53703
CALCULATION OF REGISTRATION FEE
Proposed
                                                           Maximum
                                                           Offering         Proposed
                                    Amount                 Price            Maximum                     Amount of
Title of Securities to              to be                  Per              Aggregate Offering          Registration
be Registered                       Registered (1)         Share (2)        Price (2)                   Fee (2)
-------------                       --------------         ---------        ---------                   -------
Common Stock,                       318,622                $6.40            $2,038,264                  $510
$0.10 par value                     shares

Series A Preferred                  318,622                  n/a                 n/a                        n/a
Share Purchase                      rights
Rights (3)
(1)      Represents shares subject to options to purchase the common stock of
         Ledger Capital Corp.(f/k/a Hallmark Capital Corp.) ("Ledger") that were
         previously issued by Ledger to its employees and directors under the
         Hallmark Capital Corp 1993 Stock Option Plan for Outside Directors, as
         amended and the Hallmark Capital Corp 1993 Incentive Stock Option Plan,
         as amended (collectively, the "Ledger Option Plans"). Ledger's
         obligations under these outstanding options were assumed by the
         Registrant pursuant to the terms of the Agreement and Plan of
         Merger dated June 15, 2001 (the "Agreement") by and between the
         Registrant and Ledger calling for the merger of Ledger with and into
         the Registrant, which merger was consummated on November 10, 2001. The
         "Amount to be Registered" is derived from the number of shares of
         Ledger common stock issuable pursuant to the options assumed, after
         applying the provision of the Agreement which provided that, at the
         effective time of the merger, each outstanding option under the Ledger
         Option Plans was converted into an option to purchase 1.10 shares of
         the Registrant's common stock (with fractional shares to be rounded up
         to the nearest whole share), at a price per share equal to the exercise
         price per share of the original Ledger option divided by 1.10, rounded
         down to the nearest whole cent.

(2)      Computed in accordance with Rule 457(h)(1) under the Securities Act of
         1933, as amended. The 318,622 options outstanding under existing
         option agreements under the Ledger Option Plans are exercisable at an
         aggregate price of $2,038,263.26, or at a weighted-average price of
         $6.40 per share. No additional options may be issued under the Ledger
         Option Plans.

(3)      Pursuant to the Rights Agreement, dated as of July 22, 1997, between
         the Registrant and Firstar Bank Milwaukee, N.A. (as successor to
         Firstar Trust Company), as rights agent, the value attributable to the
         Series A Preferred Share Purchase Rights is reflected in the market
         price of the Registrant's common stock to which the rights are
         attached.

                                       1
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 (the
"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 with the Commission (File No.
0-20006) by Anchor BanCorp Wisconsin Inc. (the "Company") are hereby
incorporated herein by reference:

                  1.       The Company's Annual Report on Form 10-K for the year
                           ended March 31, 2001.

                  2.       The Company's Quarterly Report on Form 10-Q for the
                           quarter ended September 30, 2001.

                  3.       The Company's Quarterly Report on Form 10-Q for the
                           quarter ended June 30, 2001.

                  4.       The Company's Current Report on Form 8-K, dated
                           November 10, 2001.

                  5.       The Company's Current Report on Form 8-K, dated July
                           24, 2001.

                  6.       The Company's Current Report on Form 8-K, dated June
                           15, 2001.

                  7.       The description of the Company's Common Stock, $0.10
                           par value, contained under the caption "Description
                           of Capital Stock" in the Company's Registration
                           Statement on Form S-1 dated March 19, 1992, including
                           any amendment or report filed for the purpose of
                           updating such description.

                  8.       The Company's Registration Statement on Form 8-A,
                           dated July 28, 1997, relating to the Series A
                           Preferred Share Purchase Rights associated with the
                           Company's common stock.

                  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, 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.

                                       2
Not applicable.

Item 5. Interests of Named Experts and Counsel.

                  Not applicable.

Item 6.  Indemnification of Directors and Officers.

                  Sections 180.0850 to 180.0859 of the Wisconsin Business
Corporation Law ("WBCL") relate to indemnification and insurance. These
provisions provide that a Wisconsin corporation shall indemnify a director or
officer, to the extent he or she has been successful on the merits or otherwise
in the defense of a proceeding for all reasonable expenses incurred in the
proceeding if the director or officer was a party because he or she is a
director or officer of the corporation. In all other cases, a Wisconsin
corporation shall indemnify a director or officer against liability incurred by
a director or officer in a proceeding to which the director or officer was a
party because he or she is a director or officer of the corporation, unless
liability was incurred because the director or officer breached or failed to
perform a duty he or she owes to the corporation and the breach or failure to
perform constitutes any of the following: (1) a willful failure to deal fairly
with the corporation or its stockholders in connection with a matter in which
the director or officer has a material conflict of interest, (2) a violation of
criminal law, unless the director or officer had reasonable cause to believe his
or her conduct was lawful or no reasonable cause to believe his or her conduct
was unlawful, (3) a transaction from which the director or officer derived an
improper personal profit, or (4) willful misconduct (the foregoing, which are
enumerated in ss.ss.180.0851(2)(a)1, 2, 3 and 4 of the WBCL, are hereinafter
collectively referred to as a "Breach of Duty").

                  Registrant's Bylaws require indemnification of officers,
directors, employees, and agents, even if they are not successful defending any
such action, unless there is a final judicial determination that the officer,
director, employee, or agent committed a Breach of Duty to the Registrant.
Registrant's Bylaws make detailed provision for such indemnification. In
summary, Article VI of Registrant's Bylaws provides:

         Bylaw ss.6.1 provides certain definitions applicable to the
         indemnification provisions of Article VI. In particular:

                  "Director or officer" includes (i) a former or current
                  director or officer of the Registrant; (ii) an individual who,
                  while a director or officer of the Registrant, is or was
                  serving at the Registrant's request as a director, officer,
                  partner, trustee, member of any government or decision-making
                  committee, employee or agent of another corporation or other
                  entity; (iii) an individual who, while a director or officer
                  of the Registrant, is or was serving an employee benefit plan
                  of the Registrant because his duties to the Registrant also
                  impose duties on or otherwise involve services by, the person
                  to the plan or to participants in or beneficiaries of the
                  plan; and (iv) the estate or personal representative of a
                  director or officer.

                  "Expenses" includes fees, costs, charges, disbursements,
                  attorneys fees and any other expenses incurred in connection
                  with a proceeding.

                                       3
"Liability" includes the obligation to pay a judgment,
                  settlement, penalty, assessment, forfeiture or fine, including
                  an excise tax assessed with respect to an employee benefit
                  plan.

                  "Proceeding" means any threatened, pending or completed civil,
                  criminal, administrative or investigative action, suit,
                  arbitration or other proceeding, whether formal or informal
                  and including any appeal, which involves foreign, federal,
                  state or local law, which is brought by any person.

         Bylaw ss.6.2 provides for the following:

                  The right to indemnification upon written request of a
                  director or officer to the fullest extent authorized by the
                  WBCL against any and all liability and expense actually
                  incurred in connection with a proceeding to which any such
                  person shall have become subject because he is a director or
                  officer of the Registrant or arising from his status as such.

                  That the Registrant may not indemnify any director or officer
                  against any liabilities or expenses unless it is determined by
                  or on behalf of the Registrant that the director or officer
                  did not breach or fail to perform a duty owed to the
                  Registrant which constitutes a Breach of Duty.

                  That the Registrant shall not indemnify any such director or
                  officer in connection with a proceeding or part thereof, which
                  was initiated by such director or officer unless such
                  proceeding was authorized by the Registrant's Board of
                  Directors.

                  That the determination by or on behalf of the Registrant
                  whether a director or officer is entitled to indemnification
                  must be made by (i) a majority vote of a quorum of the Board
                  of Directors consisting of directors not at the time parties
                  to the same or related proceedings, or (ii) if such a quorum
                  cannot be obtained, by majority vote of a committee duly
                  appointed by the Board of Directors, including directors who
                  are parties to the same or related proceedings, and consisting
                  solely of two or more directors not at the time parties to the
                  same or related proceedings, and (iii) that if the required
                  determination cannot be made in the foregoing manner, it shall
                  be made by independent legal counsel to the Registrant
                  selected by majority vote of the Board of Directors, including
                  directors who are parties to the same or related proceedings.

                  That the termination of a proceeding by judgment, order,
                  settlement or conviction, or upon a plea of no contest or an
                  equivalent plea, does not, by itself, create a presumption
                  that indemnification of the director or officer is not
                  required.

                  That indemnification is not required if the director or
                  officer has previously received indemnification or allowance
                  of expenses from any person, including the Registrant, in
                  connection with the same proceeding.

                                       4
Bylaw ss.6.3 provides for the advancement by the Registrant of expenses
         incurred by a director or officer who is a party to a proceeding in
         advance of the final disposition of such proceeding if the director or
         officer submits a written request therefor and provides (1) a written
         affirmation of his good faith belief that he has not breached or failed
         to perform his duties to the Registrant and (2) a written undertaking
         to repay the allowance and, if required by the Registrant, to pay
         reasonable interest on the allowance to the extent that indemnification
         is not required under Article VI or not ordered by a court under the
         WBCL. Such undertaking may be accepted by the Registrant without
         reference to the director's or officer's ability to repay and may be
         secured or unsecured.

         Bylaw ss.6.4 sets forth the applicable procedure for indemnification.
         It provides that the right to indemnification or advances is
         enforceable by the director or officer in court if the Registrant
         denies a request therefor or if no disposition thereof is made within
         60 days from receipt by the Registrant of a written demand therefor
         (and that the expenses incurred in connection with successfully
         establishing a right to indemnification are also indemnified by the
         Registrant). ss.6.4 also provides that it is a defense to any such
         enforcement proceeding that the Registrant has determined that the
         claimant committed a Breach of Duty.

         Bylaw ss.6.5 provides that the Registrant is not obligated to reimburse
         the costs of any settlement to which it has not previously agreed in
         writing. ss.6.5 limits the Registrant's indemnification obligation, if
         the person to be indemnified unreasonably fails to enter into a
         settlement thereof offered or assented to by the opposing party in such
         proceeding and which is acceptable to the Registrant, to the total of
         the amount at which settlement could have been made and the expenses
         incurred by such person prior to the time such settlement could
         reasonably have been effected.

         Bylaw ss.6.6 provides that no subsequent amendment or repeal of Article
         VI or of relevant provisions of applicable law will affect or diminish
         in any way the right of any director or officer to indemnification
         under Article VI hereof with respect to any proceeding arising out of,
         or relating to, any matters occurring prior to such amendment or
         repeal.

         Bylaw ss.6.7 provides that the indemnification provided under Article
         VI shall not be deemed exclusive of any other rights to which a
         director or officer seeking indemnification may be entitled under the
         Articles of Incorporation or Bylaws, a written agreement between the
         director or officer and the Registrant, a resolution of the Board of
         Directors or a resolution, after notice, adopted by a majority vote of
         all of the Registrant's voting shares then issued and outstanding,
         provided that the Registrant may not indemnify a director or officer
         unless it is determined by or on behalf of the Registrant that the
         director or officer did not commit a Breach of Duty. ss.6.7 further
         provides that all rights to indemnification under Article VI shall be
         deemed to be a contract between the Registrant and each director or
         officer and binding upon any successor corporation to the Registrant.
         ss.6.7 also provides that if any portion of Article VI is invalidated
         by a court, Registrant shall nevertheless indemnify each director or
         officer against any liabilities and expenses to the fullest extent
         permitted by any applicable portion of Article VI that was not so
         invalidated and to the fullest extent permitted by the WBCL.

                                       5
Bylaw ss.6.8 provides that the Registrant may purchase and maintain
         insurance on behalf of a director or officer against liability asserted
         against or incurred by him in his capacity as a director or officer or
         arising from his status as such, regardless of whether the Registrant
         is required or authorized to indemnify or advance expenses to such
         director or officer.

         Bylaw ss.6.9 provides that the Registrant may, but need not, to the
         extent authorized from time to time by the Board of Directors, grant,
         rights to indemnification and to the advancement of expenses to any
         employee or agent of the corporation who is not a director or officer,
         to the fullest extent of the provisions of Article VI and may impose
         such conditions and limitations as the Board of Directors deems
         appropriate.

         The Registrant carries a policy of Directors and Officers liability
insurance which insure against indemnification obligations in most
circumstances. In addition, certain employee benefit plans of the Registrant
include provisions providing for indemnification of the administrators of such
plans.

Item 7. Exemption from Registration Claimed.

                  Not Applicable.

Item 8.  Exhibits.

                  The exhibits listed in the Exhibit Index attached hereto have
been filed (except where otherwise indicated) as part of 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:

                           (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. Notwithstanding the foregoing, 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 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective Registration Statement; and

                                       6
(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 information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the Registrant pursuant to
         Section 13 or Section 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 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 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.

                                       7
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 Madison, State of Wisconsin, on November 20, 2001.

                                   ANCHOR BANCORP WISCONSIN INC., Registrant

                             By:   /s/ Douglas J. Timmerman
                                   ------------------------
                                   Douglas J. Timmerman,
                                   Chairman of the Board, President
                                   and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of this 20th day of November, 2001. Each person whose
signature appears below hereby constitutes and appoints Douglas J. Timmerman and
Michael W. Helser, and each of them, as his or her attorney in fact, to sign and
to file any amendments, including post-effective amendments, to this
Registration Statement.

Name                                          Title

PRINCIPAL EXECUTIVE OFFICER:

/s/ Douglas J. Timmerman
----------------------------
Douglas J. Timmerman                          President, Chief Executive Officer

PRINCIPAL FINANCIAL & ACCOUNTING OFFICER:

/s/ Michael W. Helser
----------------------------
Michael W. Helser                             Treasurer, Chief Financial Officer

DIRECTORS:

/s/ Douglas J. Timmerman
----------------------------
Douglas J. Timmerman                          Director (Chairman of the Board)

/s/ Holly Cremer Berkenstadt
----------------------------
Holly Cremer Berkenstadt                      Director

----------------------------
Donald D. Kropidlowski                        Director

                                       8
/s/ Greg Larson
----------------------------
Greg Larson                                   Director

----------------------------
Donald D. Parker                              Director

/s/ Pat Richter
----------------------------
Pat Richter                                   Director

----------------------------
Bruce A. Robertson                            Director

/s/ Richard A. Bergstrom
----------------------------
Richard A. Bergstrom                          Director

                                       9
REGISTRATION STATEMENT ON FORM S-8
                          ANCHOR BANCORP WISCONSIN INC.

                                  EXHIBIT INDEX
Exhibit                                                         Incorporated Herein by                           Filed
No.                         Description                             Reference from                              Herewith
---                         -----------                             --------------                              --------
4.1             Hallmark Capital Corp. 1993 Incentive     Exhibit 10.5 to Annual Report on Form 10-K
                Stock Option Plan, as amended             for the year ended June 30, 1997 of
                                                          Hallmark Capital Corp. (subsequently known
                                                          as Ledger Capital Corp.) (Commission File
                                                          No. 0-22224)

4.2             Hallmark Capital Corp. 1993 Stock         Exhibit 10.6 to the Annual Report on Form
                Option Plan for Outside Directors, as     10-K for the year ended June 30, 1997 of
                amended                                   Hallmark Capital Corp. (subsequently known
                                                          as Ledger Capital Corp.) (Commission File
                                                          No. 0-22224)

4.5             Provisions of the Articles of             Exhibit 3.1 to the Annual Report on Form
                Incorporation of Anchor BanCorp           10-K for the year ended March 31, 2001 of
                Wisconsin Inc. defining the rights of     the Registrant (Commission File No. 000-20006)
                holders of capital stock

4.6             Provisions of the Bylaws of Anchor        Exhibit 3.2 to Registration Statement on
                BanCorp Wisconsin Inc. defining the       Form S-1 of the Registrant filed on March
                rights of holders of capital stock        19, 1992 (Commission File No. 33-46536)

4.7             Description of Series A Preferred Share   Form 8-A of the Registrant dated July 28,
                Purchase Rights of Anchor BanCorp         1997 (Commission File No. 000-20006)
                Wisconsin Inc.

5.1             Opinion of Whyte Hirschboeck Dudek S.C.                                                           X

23.1            Consent of Ernst & Young LLP                                                                      X

23.2            Consent of Whyte Hirschboeck Dudek S.C.                                                          X(1)

24.1            Power of Attorney relating to                                                                    X(2)
                subsequent amendments
(1)      Included as part of Exhibit 5.1 of this Registration Statement.
(2)      Included on the signature page of this Registration Statement.

                                       10