<PAGE> 1
    As Filed with the Securities and Exchange Commission on October 4, 1996
                                                   Registration No. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

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

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

                             ALLEGIANT BANCORP, INC.
              (Exact name of registrant as specified in charter)

                MISSOURI                                 43-1519382
      (State or other jurisdiction                    (I.R.S. Employer
    of incorporation or organization)              Identification Number)

         7801 FORSYTH BOULEVARD
           ST. LOUIS, MISSOURI                              63105
(Address of principal executive offices)                 (Zip Code)


                 ALLEGIANT BANCORP, INC. 1996 STOCK OPTION PLAN
               ALLEGIANT BANCORP, INC. DIRECTORS STOCK OPTION PLAN
               ALLEGIANT BANCORP, INC. 1994 STOCK OPTION PLAN AND
                 ALLEGIANT BANCORP, INC. 1989 STOCK OPTION PLAN
                           (Full titles of the plans)

                             ---------------------
                                 SHAUN R. HAYES
                                   PRESIDENT
                             ALLEGIANT BANCORP, INC.
                             7801 FORSYTH BOULEVARD
                           ST. LOUIS, MISSOURI  63105
                     (Name and address of agent for service)

                                  (314) 726-5000
        (Telephone number, including area code, of agent for service)

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

                                   Copies to:
                                 THOMAS A. LITZ
                                 THOMPSON COBURN
                              ONE MERCANTILE CENTER
                           ST. LOUIS,  MISSOURI  63101
                                 (314) 552-6072

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

<TABLE>
                                                  CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
                                          Amount to be       Proposed Maximum            Proposed Maximum              Amount of
Title of Securities to be Registered       Registered    Offering Price Per Share<F1> Aggregate Offering Price<F1>  Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                         <C>                      <C>                       <C>
Common Stock, $.01 par value            736,026 shares              $11.50                   $8,464,299                $2,918.72
====================================================================================================================================
<FN>
<F1> Estimated solely for purposes of computing the Registration Fee pursuant to the provisions of Rule 457(h), based upon a price
     of $11.50 per share, being the average of the high and low prices per share on September 30, 1996 as reported by the National
     Association of Securities Dealers, Inc.
</TABLE>

<PAGE> 2
         ALLEGIANT BANCORP, INC. 1996 STOCK OPTION PLAN
       ALLEGIANT BANCORP, INC. DIRECTORS STOCK OPTION PLAN
       ALLEGIANT BANCORP, INC. 1994 STOCK OPTION PLAN AND
         ALLEGIANT BANCORP, INC. 1989 STOCK OPTION PLAN

  PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
         -----------------------------------------------

     The following documents filed by Allegiant Bancorp, Inc. (the
"Company") with the Securities and Exchange Commission (the "SEC")
are incorporated herein by reference:

       (i)     The Company's Annual Report on Form 10-KSB for the year
               ended December 31, 1995;

      (ii)     The Company's Quarterly Reports on Form 10-QSB for the
               quarters ended March 31, 1996 and June 30, 1996; and

     (iii)     The description of the Common Stock set forth in Item
               11 of the Company's Registration Statement on Form 10-
               SB (Reg. No. 0-26350), filed with the SEC on June 30,
               1995 and any amendment or report filed for the purpose
               of updating such description.

     All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the date of this Registration
Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be made a part hereof from the date of filing of
such documents.  Any statement contained herein or in a document
incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained in a subsequently filed document
incorporated herein by reference modifies or supersedes such
document.  Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.

     Where any document or part thereof is incorporated by
reference in this Registration Statement, the Company will provide
without charge to each person to whom a Prospectus with respect to
the Allegiant Bancorp, Inc. 1996 Stock Option Plan, the Allegiant
Bancorp, Inc. Directors Stock Option Plan, the Allegiant Bancorp,
Inc. 1994 Stock Option Plan or the Allegiant Bancorp, Inc. 1989
Stock Option Plan is delivered, upon written or oral request of
such person, a copy of any and all of the information incorporated
by reference in the Registration Statement, excluding exhibits
unless such exhibits are specifically incorporated by reference.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     Sections 351.355(1) and (2) of The General and Business
Corporation Law of the State of Missouri provide that a corporation
may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action,
suit or

                                    - 2 -
<PAGE> 3
proceeding by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was
unlawful, except that, in the case of an action or suit by or in the
right of the corporation, the corporation may not indemnify such
persons against judgments and fines and no person shall be indemnified
as to any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation, unless and only to the
extent that the court in which the action or suit was brought
determines upon application that such person is fairly and
reasonably entitled to indemnity for proper expenses.  Section
351.355(3) provides that, to the extent that a director, officer,
employee or agent of the corporation has been successful in the
defense of any such action, suit or proceeding or any claim, issue
or matter therein, he shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred in
connection with such action, suit or proceeding.  Section
351.355(7) provides that a corporation may provide additional
indemnification to any person indemnifiable under subsection (1) or
(2), provided such additional indemnification is authorized by the
corporation's articles of incorporation or an amendment thereto or
by a shareholder-approved bylaw or agreement, and provided further
that no person shall thereby be indemnified against conduct which
was finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct or which involved an
accounting for profits pursuant to Section 16(b) of the Exchange
Act.

     Paragraph 12 of the Bylaws of the Company provides that the
Company shall extend to its directors and executive officers the
indemnification specified in subsections (1) and (2) and the
additional indemnification authorized in subsection (7) and that it
may extend to other officers, employees and agents such
indemnification and additional indemnification.

Item 8.  Exhibits.
         --------

     The following exhibits are filed herewith or incorporated
herein by reference:


      4.1 Form of Stock Certificate for Common Stock, filed as
          Exhibit 4.2 to registrant's Registration Statement on
          Form 10-SB (Reg. No. 0-26350) is hereby incorporated by
          reference.

      4.2 Articles of Incorporation, as amended, of the
          registrant, filed as Exhibit 3.1 to registrant's
          Registration Statement on Form 10-SB (Reg. No. 0-26350)
          is hereby incorporated by reference.

      4.3 By-laws of the registrant, filed as Exhibit 3.2 to
          registrant's Registration Statement on Form 10-SB (Reg.
          No. 0-26350) is hereby incorporated by reference.

      4.4 Allegiant Bancorp, Inc. 1996 Stock Option Plan is filed
          herewith.

                                    - 3 -
<PAGE> 4
      4.5 Allegiant Bancorp, Inc. Directors Stock Option Plan is
          filed herewith.

      4.6 Allegiant Bancorp, Inc. 1989 Stock Option Plan is filed
          herewith.

      4.7 Allegiant Bancorp, Inc. 1994 Stock Option Plan, filed as
          Exhibit 10.7 to registrant's Registration Statement on
          Form 10-SB (Reg. No. 0-26350) is hereby incorporated by
          reference.

      5.1 Opinion of Thompson Coburn is filed herewith.

     24.1 Consent of Thompson Coburn (included in Exhibit 5.1).

     24.2 Consent of BDO Seidman, L.L.P. is filed herewith.

     25   Power of Attorney (included on Signature Page hereto).


Item 9.  Undertakings.
         ------------

     (a)   The registrant hereby undertakes:

           (1)    To file, during any period in which offers and
                  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, as
                         amended (the "Securities Act");

                   (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;

                  (iii)  To include any material information with respect
                         to the plan of distribution  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 or 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 Section 15(d) of the Exchange Act
           that are incorporated by reference in the registration
           statement.

           (2)   That, for the purpose of determining any liability
                 under the Securities Act, 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.

                                    - 4 -
<PAGE> 5
           (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 registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) 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.

     (c)   Insofar as indemnification for liabilities arising under
the Securities Act 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 SEC such indemnification is against public
policy as expressed in the Securities 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.

                         *      *      *




                                    - 5 -
<PAGE> 6
                           SIGNATURES

     The Registrant.  Pursuant to the requirements of the
     --------------
Securities Act, 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 Clayton, State of Missouri, on June 20, 1996.

                              ALLEGIANT BANCORP, INC.


                              By /s/ Marvin S. Wool
                                -------------------------------------
                                Marvin S. Wool
                                Chairman of the Board and
                                Chief Executive Officer


                        POWER OF ATTORNEY

     We, the undersigned officers and directors of Allegiant
Bancorp, Inc., hereby severally and individually constitute and
appoint Marvin S. Wool and Shaun R. Hayes, and each of them, the
true and lawful attorneys and agents of each of us to execute in
the name, place and stead of each of us (individually and in any
capacity stated below) any and all amendments to this Registration
Statement on Form S-8 and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and
Exchange Commission, each of said attorneys and agents to have the
power to act with or without the others and to have full power and
authority to do and perform in the name and on behalf of each of
the undersigned every act whatsoever necessary or advisable to be
done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, and we hereby
ratify and confirm our signatures as they may be signed by our said
attorneys and agents or each of them to any and all such amendments
and instruments.

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

<TABLE>
<CAPTION>

        Signature                      Title                          Date
        ---------                      -----                          ----

<C>                            <S>                                <C>
 /s/ Marvin S. Wool            Chairman of the Board,             June 20, 1996
-----------------------------  Chief Executive Officer,
Marvin S. Wool                 and Director
Principal Executive Officer


 /s/ Shaun R. Hayes            President and Director             June 20, 1996
-----------------------------
Shaun R. Hayes
Principal Financial Officer


 /s/ S. Kay Weber              Assistant Secretary                June 20, 1996
-----------------------------
S. Kay Weber
Principal Accounting Officer



<PAGE> 7
<CAPTION>

        Signature                      Title                          Date
        ---------                      -----                          ----

<C>                            <S>                                <C>
 /s/ Kevin R. Farrell          Secretary and Director             June 20, 1996
-----------------------------
Kevin R. Farrell


 /s/ C. Virginia Kirkpatrick   Director                           June 20, 1996
-----------------------------
C. Virginia Kirkpatrick


 /s/ Leon A. Felman            Director                           June 20, 1996
-----------------------------
Leon A. Felman


 /s/ John T. Straub            Director                           June 20, 1996
-----------------------------
John T. Straub


 /s/ Less S. Wielansky         Director                           June 20, 1996
-----------------------------
Lee S. Wielansky


 /s/ Charles E. Polk           Director                           June 20, 1996
-----------------------------
Charles E. Polk


 /s/ Leland B. Curtis          Director                           June 20, 1996
-----------------------------
Leland B. Curtis

</TABLE>



<PAGE> 8
<TABLE>
                                       EXHIBIT INDEX
                                       -------------

<CAPTION>
Exhibit No.                                                                Page
-----------                                                                ----

  <C>   <S>                                                                <C>
   4.1  Form of Stock Certificate for Common Stock, filed as
        Exhibit 4.2 to registrant's Registration Statement on Form
        10-SB (Reg. No. 0-26350) is hereby incorporated by
        reference.

   4.2  Articles of Incorporation, as amended, of the registrant,
        filed as Exhibit 3.1 to registrant's Registration
        Statement on Form 10-SB (Reg. No. 0-26350) is hereby
        incorporated by reference.

   4.3  By-laws of the registrant, filed as Exhibit 3.2 to
        registrant's Registration Statement on Form 10-SB (Reg.
        No. 0-26350) is hereby incorporated by reference.

   4.4  Allegiant Bancorp, Inc. 1996 Stock Option Plan is filed
        herewith.

   4.5  Allegiant Bancorp, Inc. Directors Stock Option Plan is
        filed herewith.

   4.6  Allegiant Bancorp, Inc. 1989 Stock Option Plan is filed
        herewith.

   4.7  Allegiant Bancorp, Inc. 1994 Stock Option Plan, filed as
        Exhibit 10.7 to registrant's Registration Statement on
        Form 10-SB (Reg. No. 0-26350) is hereby incorporated by
        reference.

   5.1  Opinion of Thompson Coburn.

  24.1  Consent of Thompson Coburn (included in Exhibit 5.1).

  24.2  Consent of BDO Seidman, L.L.P.

  25    Power of Attorney (included on Signature Page hereto).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "ALLEGIANT BANCORP, INC. FORM S-8", "secsgml_size_bytes": 20955}]
{"company-data": {"conformed-name": "ALLEGIANT BANCORP INC", "cik": "0000852642", "assigned-sic": "6022", "irs-number": "431519382", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13451", "film-number": "96639422"}, "business-address": {"street1": "2550 SCHUETZ", "city": "MARYLAND HEIGHTS", "state": "MO", "zip": "63043", "phone": "3147265000"}, "mail-address": {"street1": "2550 SCHUETZ", "city": "MARYLAND HEIGHTS", "state": "MO", "zip": "63043"}}
1
    As Filed with the Securities and Exchange Commission on October 4, 1996
                                                   Registration No. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

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

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

                             ALLEGIANT BANCORP, INC.
              (Exact name of registrant as specified in charter)

                MISSOURI                                 43-1519382
      (State or other jurisdiction                    (I.R.S. Employer
    of incorporation or organization)              Identification Number)

         7801 FORSYTH BOULEVARD
           ST. LOUIS, MISSOURI                              63105
(Address of principal executive offices)                 (Zip Code)

                 ALLEGIANT BANCORP, INC. 1996 STOCK OPTION PLAN
               ALLEGIANT BANCORP, INC. DIRECTORS STOCK OPTION PLAN
               ALLEGIANT BANCORP, INC. 1994 STOCK OPTION PLAN AND
                 ALLEGIANT BANCORP, INC. 1989 STOCK OPTION PLAN
                           (Full titles of the plans)

                             ---------------------
                                 SHAUN R. HAYES
                                   PRESIDENT
                             ALLEGIANT BANCORP, INC.
                             7801 FORSYTH BOULEVARD
                           ST. LOUIS, MISSOURI  63105
                     (Name and address of agent for service)

                                  (314) 726-5000
        (Telephone number, including area code, of agent for service)

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

                                   Copies to:
                                 THOMAS A. LITZ
                                 THOMPSON COBURN
                              ONE MERCANTILE CENTER
                           ST. LOUIS,  MISSOURI  63101
                                 (314) 552-6072

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

                                                  CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Amount to be       Proposed Maximum            Proposed Maximum              Amount of
Title of Securities to be Registered       Registered    Offering Price Per Share
Aggregate Offering Price
Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value            736,026 shares              $11.50                   $8,464,299                $2,918.72
====================================================================================================================================
Estimated solely for purposes of computing the Registration Fee pursuant to the provisions of Rule 457(h), based upon a price
     of $11.50 per share, being the average of the high and low prices per share on September 30, 1996 as reported by the National
     Association of Securities Dealers, Inc.
2
         ALLEGIANT BANCORP, INC. 1996 STOCK OPTION PLAN
       ALLEGIANT BANCORP, INC. DIRECTORS STOCK OPTION PLAN
       ALLEGIANT BANCORP, INC. 1994 STOCK OPTION PLAN AND
         ALLEGIANT BANCORP, INC. 1989 STOCK OPTION PLAN

  PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
         -----------------------------------------------

     The following documents filed by Allegiant Bancorp, Inc. (the
"Company") with the Securities and Exchange Commission (the "SEC")
are incorporated herein by reference:

       (i)     The Company's Annual Report on Form 10-KSB for the year
               ended December 31, 1995;

      (ii)     The Company's Quarterly Reports on Form 10-QSB for the
               quarters ended March 31, 1996 and June 30, 1996; and

     (iii)     The description of the Common Stock set forth in Item
               11 of the Company's Registration Statement on Form 10-
               SB (Reg. No. 0-26350), filed with the SEC on June 30,
               1995 and any amendment or report filed for the purpose
               of updating such description.

     All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the date of this Registration
Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be made a part hereof from the date of filing of
such documents.  Any statement contained herein or in a document
incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Registration Statement to the
extent that a statement contained in a subsequently filed document
incorporated herein by reference modifies or supersedes such
document.  Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.

     Where any document or part thereof is incorporated by
reference in this Registration Statement, the Company will provide
without charge to each person to whom a Prospectus with respect to
the Allegiant Bancorp, Inc. 1996 Stock Option Plan, the Allegiant
Bancorp, Inc. Directors Stock Option Plan, the Allegiant Bancorp,
Inc. 1994 Stock Option Plan or the Allegiant Bancorp, Inc. 1989
Stock Option Plan is delivered, upon written or oral request of
such person, a copy of any and all of the information incorporated
by reference in the Registration Statement, excluding exhibits
unless such exhibits are specifically incorporated by reference.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     Sections 351.355(1) and (2) of The General and Business
Corporation Law of the State of Missouri provide that a corporation
may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action,
suit or

                                    - 2 -
3
proceeding by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was
unlawful, except that, in the case of an action or suit by or in the
right of the corporation, the corporation may not indemnify such
persons against judgments and fines and no person shall be indemnified
as to any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation, unless and only to the
extent that the court in which the action or suit was brought
determines upon application that such person is fairly and
reasonably entitled to indemnity for proper expenses.  Section
351.355(3) provides that, to the extent that a director, officer,
employee or agent of the corporation has been successful in the
defense of any such action, suit or proceeding or any claim, issue
or matter therein, he shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred in
connection with such action, suit or proceeding.  Section
351.355(7) provides that a corporation may provide additional
indemnification to any person indemnifiable under subsection (1) or
(2), provided such additional indemnification is authorized by the
corporation's articles of incorporation or an amendment thereto or
by a shareholder-approved bylaw or agreement, and provided further
that no person shall thereby be indemnified against conduct which
was finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct or which involved an
accounting for profits pursuant to Section 16(b) of the Exchange
Act.

     Paragraph 12 of the Bylaws of the Company provides that the
Company shall extend to its directors and executive officers the
indemnification specified in subsections (1) and (2) and the
additional indemnification authorized in subsection (7) and that it
may extend to other officers, employees and agents such
indemnification and additional indemnification.

Item 8.  Exhibits.
         --------

     The following exhibits are filed herewith or incorporated
herein by reference:

      4.1 Form of Stock Certificate for Common Stock, filed as
          Exhibit 4.2 to registrant's Registration Statement on
          Form 10-SB (Reg. No. 0-26350) is hereby incorporated by
          reference.

      4.2 Articles of Incorporation, as amended, of the
          registrant, filed as Exhibit 3.1 to registrant's
          Registration Statement on Form 10-SB (Reg. No. 0-26350)
          is hereby incorporated by reference.

      4.3 By-laws of the registrant, filed as Exhibit 3.2 to
          registrant's Registration Statement on Form 10-SB (Reg.
          No. 0-26350) is hereby incorporated by reference.

      4.4 Allegiant Bancorp, Inc. 1996 Stock Option Plan is filed
          herewith.

                                    - 3 -
4
      4.5 Allegiant Bancorp, Inc. Directors Stock Option Plan is
          filed herewith.

      4.6 Allegiant Bancorp, Inc. 1989 Stock Option Plan is filed
          herewith.

      4.7 Allegiant Bancorp, Inc. 1994 Stock Option Plan, filed as
          Exhibit 10.7 to registrant's Registration Statement on
          Form 10-SB (Reg. No. 0-26350) is hereby incorporated by
          reference.

      5.1 Opinion of Thompson Coburn is filed herewith.

     24.1 Consent of Thompson Coburn (included in Exhibit 5.1).

     24.2 Consent of BDO Seidman, L.L.P. is filed herewith.

     25   Power of Attorney (included on Signature Page hereto).

Item 9.  Undertakings.
         ------------

     (a)   The registrant hereby undertakes:

           (1)    To file, during any period in which offers and
                  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, as
                         amended (the "Securities Act");

                   (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;

                  (iii)  To include any material information with respect
                         to the plan of distribution  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 or 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 Section 15(d) of the Exchange Act
           that are incorporated by reference in the registration
           statement.

           (2)   That, for the purpose of determining any liability
                 under the Securities Act, 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.

                                    - 4 -
5
           (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 registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) 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.

     (c)   Insofar as indemnification for liabilities arising under
the Securities Act 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 SEC such indemnification is against public
policy as expressed in the Securities 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.

                         *      *      *

                                    - 5 -
6
                           SIGNATURES

     The Registrant.  Pursuant to the requirements of the
     --------------
Securities Act, 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 Clayton, State of Missouri, on June 20, 1996.

                              ALLEGIANT BANCORP, INC.

                              By /s/ Marvin S. Wool
                                -------------------------------------
                                Marvin S. Wool
                                Chairman of the Board and
                                Chief Executive Officer

                        POWER OF ATTORNEY

     We, the undersigned officers and directors of Allegiant
Bancorp, Inc., hereby severally and individually constitute and
appoint Marvin S. Wool and Shaun R. Hayes, and each of them, the
true and lawful attorneys and agents of each of us to execute in
the name, place and stead of each of us (individually and in any
capacity stated below) any and all amendments to this Registration
Statement on Form S-8 and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and
Exchange Commission, each of said attorneys and agents to have the
power to act with or without the others and to have full power and
authority to do and perform in the name and on behalf of each of
the undersigned every act whatsoever necessary or advisable to be
done in the premises as fully and to all intents and purposes as
any of the undersigned might or could do in person, and we hereby
ratify and confirm our signatures as they may be signed by our said
attorneys and agents or each of them to any and all such amendments
and instruments.

     Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons in
the capacities and on the date indicated.
Signature                      Title                          Date
        ---------                      -----                          ----
/s/ Marvin S. Wool            Chairman of the Board,             June 20, 1996
-----------------------------  Chief Executive Officer,
Marvin S. Wool                 and Director
Principal Executive Officer

 /s/ Shaun R. Hayes            President and Director             June 20, 1996
-----------------------------
Shaun R. Hayes
Principal Financial Officer

 /s/ S. Kay Weber              Assistant Secretary                June 20, 1996
-----------------------------
S. Kay Weber
Principal Accounting Officer
7
Signature                      Title                          Date
        ---------                      -----                          ----
/s/ Kevin R. Farrell          Secretary and Director             June 20, 1996
-----------------------------
Kevin R. Farrell

 /s/ C. Virginia Kirkpatrick   Director                           June 20, 1996
-----------------------------
C. Virginia Kirkpatrick

 /s/ Leon A. Felman            Director                           June 20, 1996
-----------------------------
Leon A. Felman

 /s/ John T. Straub            Director                           June 20, 1996
-----------------------------
John T. Straub

 /s/ Less S. Wielansky         Director                           June 20, 1996
-----------------------------
Lee S. Wielansky

 /s/ Charles E. Polk           Director                           June 20, 1996
-----------------------------
Charles E. Polk

 /s/ Leland B. Curtis          Director                           June 20, 1996
-----------------------------
Leland B. Curtis
8

                                       EXHIBIT INDEX
                                       -------------
Exhibit No.                                                                Page
-----------                                                                ----
4.1  Form of Stock Certificate for Common Stock, filed as
        Exhibit 4.2 to registrant's Registration Statement on Form
        10-SB (Reg. No. 0-26350) is hereby incorporated by
        reference.

   4.2  Articles of Incorporation, as amended, of the registrant,
        filed as Exhibit 3.1 to registrant's Registration
        Statement on Form 10-SB (Reg. No. 0-26350) is hereby
        incorporated by reference.

   4.3  By-laws of the registrant, filed as Exhibit 3.2 to
        registrant's Registration Statement on Form 10-SB (Reg.
        No. 0-26350) is hereby incorporated by reference.

   4.4  Allegiant Bancorp, Inc. 1996 Stock Option Plan is filed
        herewith.

   4.5  Allegiant Bancorp, Inc. Directors Stock Option Plan is
        filed herewith.

   4.6  Allegiant Bancorp, Inc. 1989 Stock Option Plan is filed
        herewith.

   4.7  Allegiant Bancorp, Inc. 1994 Stock Option Plan, filed as
        Exhibit 10.7 to registrant's Registration Statement on
        Form 10-SB (Reg. No. 0-26350) is hereby incorporated by
        reference.

   5.1  Opinion of Thompson Coburn.

  24.1  Consent of Thompson Coburn (included in Exhibit 5.1).

  24.2  Consent of BDO Seidman, L.L.P.

  25    Power of Attorney (included on Signature Page hereto).