<PAGE>
     As filed with the Securities and Exchange Commission on June 12, 1996

                                                 Registration No. 33-          
===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                         -------------------------     

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

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

                 Delaware                                      22-3366295
(State or other jurisdiction of incorporation   (I.R.S. Employer Identification 
              or organization)                                 No.)
              
251-263 State Street, Schenectady, New York                      12305
 (Address of principal executive offices)                      (Zip Code)

                               SFS BANCORP, INC.
                      1995 RECOGNITION AND RETENTION PLAN
                             (Full title of the plan)

                            Robert L. Freedman, P.C.
                             Beth A. Freedman, Esq.
                        Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                               Suite 700 East
                         1100 New York Avenue, N.W.
                        Washington, D.C.  20005-3934
                  (Name and address of agent for service)

                                (202) 414-6100
         (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
                           CALCULATION OF REGISTRATION FEE
==============================================================================
                                                      Proposed
                                       Proposed       maximum
  Title of             Amount to       maximum        aggregate    Amount of
securities to          be              offering       offering    registration
be registered          registered(1)    per share        price         fee 
- ------------------------------------------------------------------------------
<C>                     <C>            <C>            <C>          <C>

Common Stock, par
value $.01 per share    59,800 shares  $12.625(2)     $754,975(2)  $261.00(2)

<FN>
(1)    Pursuant to Rule 416 under the Securities Act of 1933, as amended, this 
       Registration Statement covers, in addition to the number of shares set 
       forth above, an indeterminate number of shares which, by reason of    
       certain events specified in the Plan, may become subject to the Plan.
(2)    Estimated in accordance with Rule 457(h), solely for the purpose of   
       calculating the registration fee, based upon the closing price of the 
       Common Stock on the Nasdaq National Market System of $    per share on 
       May 10, 1996.
</TABLE>
<PAGE> I-1                              PART I
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


     The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the SFS Bancorp, Inc. 1995 Recognition
and Retention Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by 
the Securities and Exchange Commission (the "Commission") under the Securities 
Act of 1933, as amended (the "Securities Act").

     Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.<PAGE>

<PAGE> II-1                            PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.    Incorporation of Certain Documents by Reference.
           -----------------------------------------------
         The following documents previously or concurrently filed by SFS 
Bancorp, Inc.(the "Company") with the Commission are hereby incorporated by 
reference in this Registration Statement:

(a)        the Company's Annual Report on Form 10-KSB for the year ended 
December 31, 1995 (File No. 0-25994) filed pursuant to Rule 13a-1 of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b)       all other reports filed by the Company pursuant to Section 12 or
15(d)
of the Exchange Act since the end of the period covered by the Report referred 
to above;

(c)     the Company's definitive Proxy Statement for its Annual Meeting of
Stockholders held on April 17, 1996; and 

(d)       the description of the common stock, par value $.01 per share, of the
Company contained in the Company's Registration Statement on Form S-1 (File No.
33-99422) filed with the Commission on March 17, 1995 and all amendments or
reports filed for the purpose of updating such description.

     All documents subsequently filed by the Company with the Commission 
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the 
date hereof, 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 then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the 
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the 
Prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be, 
incorporated by reference herein or therein modifies or supersedes such 
statement.  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 and the Prospectus.

     The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits 
to such documents (unless such exhibits are specifically incorporated by 
reference to the information that is incorporated).  Requests should be directed
to Richard D. Ammian, Senior Vice President and Secretary, 251-263 State Street,
Schenectady, New York 12305.

     All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.




<PAGE> II-2

Item 4.   Description of Securities.
          -------------------------
          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------
          Not Applicable.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------
     Article ELEVENTH of the Company's Certificate of Incorporation provides for
indemnification of directors and officers of the Registrant against any and all
liabilities, judgments, fines and reasonable settlements, costs, expenses and
attorneys' fees incurred in any actual, threatened or potential proceeding, 
except to the extent that such indemnification is limited by Delaware law and
such law cannot be varied by contract or bylaw.  Article ELEVENTH also provides 
for the authority to purchase insurance with respect thereto.

     Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees. 
In addition, under certain circumstances such persons may be indemnified against
expenses actually and reasonably incurred in defense of a proceeding by or on
behalf of the corporation.  Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise.  Indemnification is
permitted where such person (i) was acting in good faith, (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation or other corporation or enterprise, as appropriate, (iii) with 
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, and (iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding was brought
determines that such person is fairly and reasonably entitled to indemnity).

     Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct.  Such determination may 
be made (i) by the corporation's board of directors by a majority vote of a 
quorum consisting of directors not at the time parties to such proceeding; or 
(ii) if such a quorum cannot be obtained or the quorum so directs, then by 
independent legal counsel in a written opinion; or (iii) by the stockholders.

     Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the 
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.

<PAGE> II-3

     Under a directors' and officers' liability insurance policy, directors and
officers of the Company are insured against certain liabilities.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------
         Not Applicable.

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

                                                                                
                                                              Sequential Page
                                             Reference to       Number Where
Regulation                                   Prior Filing or  Attached Exhibits
S-B Exhibit                                 Exhibit Number      Are located in
 Number      Document                      Attached Hereto      This Form S-    
- -----------   ----------------------------   ---------------- --------------- 
  
4            Instruments defining the rights of 
             security holders, including debentures                            
             SFS Bancorp, Inc. 1995 Recognition 
              and Retention Plan                      4(a)       Page
                                  
5            Opinion of Silver, Freedman & Taff, 
             L.L.P.                                  5          Page 
                                  
23           Consents of Experts and Counsel

             Consent of Silver, Freedman & 
             Taff, L.L.P.                             23(a)      Page

             Consent of KPMG Peat Marwick, LLP       23(b)      Page

24           Power of Attorney                  Contained on    Page 
                                                Signature Page

Item 9.  Undertakings.
         ------------
(a)      The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any 
material information with respect to the plan of distribution not previously 
disclosed in the registration statement or any  material change to such 
information in the registration statement.

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




<PAGE> II-4
        (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 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 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 of expenses incurred or paid by a director, officer
or controlling person 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.<PAGE>
<PAGE>II-5                                 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 the
requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Schenectady, State of New York, on June 10,
1996.
                                 
                           SFS BANCORP, INC.



                           By:  /s/ Joseph H. Giaquinto                        
                                -----------------------
                                Joseph H. Giaquinto, Chairman of the Board,
                                President and Chief Executive Officer
                                (Duly Authorized Representative)

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joseph H. Giaquinto, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him or her in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and 
authority to do and perform each and every act and thing requisite and 
necessary to be done, as fully to all intents and purposes as he might or 
could do in person, hereby ratifying and confirming said attorney-in-fact 
and agent or his substitute or substitutes may lawfully do or cause to be 
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons 
in the capacities and on the dates indicated.

/s/ Richard A. Ammian                        /s/ Joseph H. Giaquinto, Chairman 
- -------------------------------                  ---------------------------- 
Richard A. Ammian, Senior Vice President     Joseph H. Giaquinto, Chairman of
 and Secretary                                the Board, President and Chief
                                              Executive Officer

Date:  June 10, 1996                          Date:  June 10, 1996



/s/ John F. Assini, M.D.                     /s/ George J. Finster
- -------------------------------              --------------------------------
John F. Assini, M.D., Vice Chairman of       George J. Finster, Director
 the Board

Date:  June 10, 1996                         Date:  June 10, 1996              







<PAGE> II-6
/s/ Gerald I. Klein                          /s/Robert A. Schlansker, Director 
- ------------------------------               ------------------------------
Gerald I. Klein, Director                  


Date:  June 10, 1996                         Date:  June 10, 1996


/s/ Richard A. Ahl                                                             
- ------------------------------

Richard A. Ahl, Executive Vice President,
 Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)

Date:  June 10, 1996                                                           
<PAGE>
<PAGE>
===============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549





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



                                    EXHIBITS


                                       TO


                       REGISTRATION STATEMENT ON FORM S-8



                                     UNDER


                          THE SECURITIES ACT OF 1933




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




                               SFS BANCORP, INC.




=============================================================================
<PAGE>
<PAGE>                                          EXHIBIT INDEX


                                                            
                                              Reference to      
Regulation                                    Prior Filing or    
S-B Exhibit                                   Exhibit Number     
Number              Document                  Attached Hereto    
- -------------     --------------------------  ----------------  

 4             Instruments defining the 
               rights of security holders, 
               including debentures          
               
               SFS Bancorp, Inc. 1995 
               Recognition and Retention 
               Plan                                  4(a)       
               
 5             Opinion of Silver, Freedman 
               & Taff, L.L.P.                        5          
               
 23            Consents of Experts and Counsel

               Consent of Silver, Freedman & 
               Taff, L.L.P.                         23(a)

               Consent of KPMG Peat Marwick, LLP    23(b)   
               
 24            Power of Attorney                 Contained on
                                                 Signature Page  


<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR 1996 RECOGNITION AND RETENTION PLAN", "secsgml_size_bytes": 20530}]
{"company-data": {"conformed-name": "SFS BANCORP INC", "cik": "0000942135", "assigned-sic": "6035", "irs-number": "223366295", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05789", "film-number": "96579963"}, "business-address": {"street1": "251 263 STATE ST", "city": "SCHNECTADY", "state": "NY", "zip": "12305", "phone": "5183952300"}, "mail-address": {"street1": "251-263 STATE STREET", "city": "SCHENECTADY", "state": "NY", "zip": "12305"}}
As filed with the Securities and Exchange Commission on June 12, 1996

                                                 Registration No. 33-          
===============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                         -------------------------     

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

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

                 Delaware                                      22-3366295
(State or other jurisdiction of incorporation   (I.R.S. Employer Identification 
              or organization)                                 No.)
              
251-263 State Street, Schenectady, New York                      12305
 (Address of principal executive offices)                      (Zip Code)

                               SFS BANCORP, INC.
                      1995 RECOGNITION AND RETENTION PLAN
                             (Full title of the plan)

                            Robert L. Freedman, P.C.
                             Beth A. Freedman, Esq.
                        Silver, Freedman & Taff, L.L.P.
      (a limited liability partnership including professional corporations)
                               Suite 700 East
                         1100 New York Avenue, N.W.
                        Washington, D.C.  20005-3934
                  (Name and address of agent for service)

                                (202) 414-6100
         (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
==============================================================================
                                                      Proposed
                                       Proposed       maximum
  Title of             Amount to       maximum        aggregate    Amount of
securities to          be              offering       offering    registration
be registered          registered(1)    per share        price         fee 
- ------------------------------------------------------------------------------
Common Stock, par
value $.01 per share    59,800 shares  $12.625(2)     $754,975(2)  $261.00(2)
(1)    Pursuant to Rule 416 under the Securities Act of 1933, as amended, this 
       Registration Statement covers, in addition to the number of shares set 
       forth above, an indeterminate number of shares which, by reason of    
       certain events specified in the Plan, may become subject to the Plan.
(2)    Estimated in accordance with Rule 457(h), solely for the purpose of   
       calculating the registration fee, based upon the closing price of the 
       Common Stock on the Nasdaq National Market System of $    per share on 
       May 10, 1996.
I-1                              PART I
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the SFS Bancorp, Inc. 1995 Recognition
and Retention Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by 
the Securities and Exchange Commission (the "Commission") under the Securities 
Act of 1933, as amended (the "Securities Act").

     Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
II-1                            PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.    Incorporation of Certain Documents by Reference.
           -----------------------------------------------
         The following documents previously or concurrently filed by SFS 
Bancorp, Inc.(the "Company") with the Commission are hereby incorporated by 
reference in this Registration Statement:

(a)        the Company's Annual Report on Form 10-KSB for the year ended 
December 31, 1995 (File No. 0-25994) filed pursuant to Rule 13a-1 of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b)       all other reports filed by the Company pursuant to Section 12 or
15(d)
of the Exchange Act since the end of the period covered by the Report referred 
to above;

(c)     the Company's definitive Proxy Statement for its Annual Meeting of
Stockholders held on April 17, 1996; and 

(d)       the description of the common stock, par value $.01 per share, of the
Company contained in the Company's Registration Statement on Form S-1 (File No.
33-99422) filed with the Commission on March 17, 1995 and all amendments or
reports filed for the purpose of updating such description.

     All documents subsequently filed by the Company with the Commission 
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the 
date hereof, 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 then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the 
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the 
Prospectus to the extent that a statement contained herein or therein or in any
other subsequently filed document which also is, or is deemed to be, 
incorporated by reference herein or therein modifies or supersedes such 
statement.  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 and the Prospectus.

     The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits 
to such documents (unless such exhibits are specifically incorporated by 
reference to the information that is incorporated).  Requests should be directed
to Richard D. Ammian, Senior Vice President and Secretary, 251-263 State Street,
Schenectady, New York 12305.

     All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.
II-2

Item 4.   Description of Securities.
          -------------------------
          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------
          Not Applicable.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------
     Article ELEVENTH of the Company's Certificate of Incorporation provides for
indemnification of directors and officers of the Registrant against any and all
liabilities, judgments, fines and reasonable settlements, costs, expenses and
attorneys' fees incurred in any actual, threatened or potential proceeding, 
except to the extent that such indemnification is limited by Delaware law and
such law cannot be varied by contract or bylaw.  Article ELEVENTH also provides 
for the authority to purchase insurance with respect thereto.

     Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees. 
In addition, under certain circumstances such persons may be indemnified against
expenses actually and reasonably incurred in defense of a proceeding by or on
behalf of the corporation.  Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise.  Indemnification is
permitted where such person (i) was acting in good faith, (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation or other corporation or enterprise, as appropriate, (iii) with 
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, and (iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding was brought
determines that such person is fairly and reasonably entitled to indemnity).

     Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct.  Such determination may 
be made (i) by the corporation's board of directors by a majority vote of a 
quorum consisting of directors not at the time parties to such proceeding; or 
(ii) if such a quorum cannot be obtained or the quorum so directs, then by 
independent legal counsel in a written opinion; or (iii) by the stockholders.

     Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the 
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.
II-3

     Under a directors' and officers' liability insurance policy, directors and
officers of the Company are insured against certain liabilities.

Item 7.  Exemption from Registration Claimed.
         ------------------------------------
         Not Applicable.

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

                                                                                
                                                              Sequential Page
                                             Reference to       Number Where
Regulation                                   Prior Filing or  Attached Exhibits
S-B Exhibit                                 Exhibit Number      Are located in
 Number      Document                      Attached Hereto      This Form S-    
- -----------   ----------------------------   ---------------- --------------- 
  
4            Instruments defining the rights of 
             security holders, including debentures                            
             SFS Bancorp, Inc. 1995 Recognition 
              and Retention Plan                      4(a)       Page
                                  
5            Opinion of Silver, Freedman & Taff, 
             L.L.P.                                  5          Page 
                                  
23           Consents of Experts and Counsel

             Consent of Silver, Freedman & 
             Taff, L.L.P.                             23(a)      Page

             Consent of KPMG Peat Marwick, LLP       23(b)      Page

24           Power of Attorney                  Contained on    Page 
                                                Signature Page

Item 9.  Undertakings.
         ------------
(a)      The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any 
material information with respect to the plan of distribution not previously 
disclosed in the registration statement or any  material change to such 
information in the registration statement.

        (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-4
        (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 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 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 of expenses incurred or paid by a director, officer
or controlling person 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.
II-5                                 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 the
requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Schenectady, State of New York, on June 10,
1996.
                                 
                           SFS BANCORP, INC.

                           By:  /s/ Joseph H. Giaquinto                        
                                -----------------------
                                Joseph H. Giaquinto, Chairman of the Board,
                                President and Chief Executive Officer
                                (Duly Authorized Representative)

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joseph H. Giaquinto, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him or her in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and 
authority to do and perform each and every act and thing requisite and 
necessary to be done, as fully to all intents and purposes as he might or 
could do in person, hereby ratifying and confirming said attorney-in-fact 
and agent or his substitute or substitutes may lawfully do or cause to be 
done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed below by the following persons 
in the capacities and on the dates indicated.

/s/ Richard A. Ammian                        /s/ Joseph H. Giaquinto, Chairman 
- -------------------------------                  ---------------------------- 
Richard A. Ammian, Senior Vice President     Joseph H. Giaquinto, Chairman of
 and Secretary                                the Board, President and Chief
                                              Executive Officer

Date:  June 10, 1996                          Date:  June 10, 1996

/s/ John F. Assini, M.D.                     /s/ George J. Finster
- -------------------------------              --------------------------------
John F. Assini, M.D., Vice Chairman of       George J. Finster, Director
 the Board

Date:  June 10, 1996                         Date:  June 10, 1996
II-6
/s/ Gerald I. Klein                          /s/Robert A. Schlansker, Director 
- ------------------------------               ------------------------------
Gerald I. Klein, Director                  

Date:  June 10, 1996                         Date:  June 10, 1996

/s/ Richard A. Ahl                                                             
- ------------------------------

Richard A. Ahl, Executive Vice President,
 Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)

Date:  June 10, 1996
===============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

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

                                    EXHIBITS

                                       TO

                       REGISTRATION STATEMENT ON FORM S-8

                                     UNDER

                          THE SECURITIES ACT OF 1933

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

                               SFS BANCORP, INC.

=============================================================================
EXHIBIT INDEX

                                                            
                                              Reference to      
Regulation                                    Prior Filing or    
S-B Exhibit                                   Exhibit Number     
Number              Document                  Attached Hereto    
- -------------     --------------------------  ----------------  

 4             Instruments defining the 
               rights of security holders, 
               including debentures          
               
               SFS Bancorp, Inc. 1995 
               Recognition and Retention 
               Plan                                  4(a)       
               
 5             Opinion of Silver, Freedman 
               & Taff, L.L.P.                        5          
               
 23            Consents of Experts and Counsel

               Consent of Silver, Freedman & 
               Taff, L.L.P.                         23(a)

               Consent of KPMG Peat Marwick, LLP    23(b)   
               
 24            Power of Attorney                 Contained on
                                                 Signature Page