<PAGE>


As filed with the Securities and Exchange Commission on May 17, 1996
                                                     Registration No. 33-_______
- --------------------------------------------------------------------------------



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                               __________________

                            STANDARD FINANCIAL, INC.

             (Exact name of Registrant as specified in its charter)

   DELAWARE                                           36-3941870
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                    Identification No.)

                               __________________

                             800 BURR RIDGE PARKWAY
                           BURR RIDGE, ILLINOIS 60521
                    (Address of principal executive offices)
                               __________________

                   STANDARD FINANCIAL, INC. STOCK OPTION PLAN
                            (Full title of the plan)
                               __________________

                               RANDALL R. SCHWARTZ
                       VICE PRESIDENT AND GENERAL COUNSEL
                            STANDARD FINANCIAL, INC.
                             800 BURR RIDGE PARKWAY
                           BURR RIDGE, ILLINOIS 60521
                     (Name and address of agent for service)

                                 (708) 986-4900
          (Telephone number, including area code, of agent for service)

                                 With copies to:

                             RICHARD A. SIRUS, ESQ.
                    BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
                        333 WEST WACKER DRIVE, SUITE 2700
                            CHICAGO, ILLINOIS  60606
                                 (312) 984-3100


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
                                                      Proposed Maximum     Proposed Maximum
Title of Securities               Amount to be        Offering Price          Aggregate                Amount of
to be Registered                 Registered(1)(2)       per Share(2)       Offering Price(2)          Registration Fee(2)
- ------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                   <C>                 <C>                        <C>
Common Stock, $.01 Par Value      1,522,000               $15.125           $23,020,250                $7,939.00
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------

</TABLE>



(1)  Pursuant to Rule 416(a) under the Securities Act, this Registration
     Statement also registers such indeterminate number of additional shares as
     may be issuable under the Plan in connection with share splits, share
     dividends or similar transactions.

(2)  Estimated pursuant to Rule 457(h) under the Act solely for the purpose of
     calculating the registration fee and based, in accordance with Rule 457(c),
     upon the average of the high and low prices of the shares of the
     Registrant's Common Stock as reported on the Nasdaq Stock Market on May 10,
     1996.


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

                                     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 Standard Financial, Inc. Stock
Option 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.

                                       I-1
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

           The following documents previously or concurrently filed by Standard
Financial, Inc. (the "Company") with the Commission are hereby incorporated by
reference into this Registration Statement:

           (a)  The Company's Annual Report on Form 10-K for the year
                ended December 31, 1995 (File No. 0-24082), filed with the
                Commission on April 1, 1996.

           (b)  All other reports filed pursuant to Section 13(a) or 15(d)
                of the Exchange Act since the end of the fiscal year
                covered by the Form 10-K referred to in (a) above.

           (c)  The description of the Company's Common Stock, par value
                $0.01 per share, contained in Item 1 of the Company's
                Registration Statement on Form 8-A (File No. 0-24082),
                originally filed with the Commission on May 9, 1994, 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, 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
which is a part hereof (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.

ITEM 4.    DESCRIPTION OF SECURITIES.

           Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           In accordance with the General Corporation Law of the State of
Delaware (being Chapter 1 of Title 8 of the Delaware Code), Articles X and XI of
the Company's Certificate of Incorporation provide as follows:

                                    ARTICLE X

                                 INDEMNIFICATION

                A.   Each person who was or is made a party or is
           threatened to be made a party to or otherwise involved in any
           action, suit or proceeding, whether civil, criminal,
           administrative or investigative (hereinafter a "proceeding"),
           by reason of the fact that he or she is or was a Director or an
           Officer of the Corporation or is or was serving at the request
           of the Corporation as a Director, Officer, employee or agent of
           another corporation or of a partnership, joint venture, trust
           or other enterprise, including service with respect to any

                                      II-1
<PAGE>

           employee benefit plan (hereinafter an "indemnitee"), whether the
           basis of such proceeding is alleged action in an official capacity
           as a Director, Officer, employee or agent or in any other capacity
           while serving as a Director, Officer, employee or agent shall be
           indemnified and held harmless by the Corporation to the fullest
           extent authorized by the Delaware General Corporation Law, as the
           same exists or may hereafter be amended (but, in the case of any
           such amendment, only to the extent that such amendment permits the
           Corporation to provide broader indemnification rights than such law
           permitted the Corporation to provide prior to such amendment)
           against all expense, liability and loss (including attorneys' fees,
           judgments, fines, ERISA excise taxes or penalties and amounts paid
           in settlement) reasonably incurred or suffered by such indemnitee in
           connection therewith; provided, however, that, except as provided in
           Section C hereof with respect to such proceedings to enforce rights
           to indemnification, the Corporation shall indemnify any such
           indemnitee in connection with a proceeding (or part thereof)
           initiated by such indemnitee only if such proceeding (or part
           thereof) was authorized by the Board of Directors of the
           Corporation.

                B.   The right to indemnification conferred in Section A
           of this Article X shall include the right to be paid by the
           Corporation the expenses incurred in defending any such
           proceeding in advance of its final disposition (hereinafter an
           "advancement of expenses"); provided, however, that if the
           Delaware General Corporation Law requires an advancement of
           expenses incurred by an indemnitee in his or her capacity as a
           Director or Officer (and not in any other capacity in which
           service was or is rendered by such indemnitee, including,
           without limitation, services to an employee benefit plan) shall
           be made only upon delivery to the Corporation of an undertaking
           (hereinafter an "undertaking"), by or on behalf of such
           indemnitee, to repay all amounts so advanced if it shall
           ultimately be determined by final judicial decision from which
           there is no further right to appeal (hereinafter a "final
           adjudication") that such indemnitee is not entitled to be
           indemnified for such expenses under this Section or otherwise.
           The rights to indemnification and to the advancement of
           expenses conferred in Sections A and B of this Article X shall
           be contract rights and such rights shall continue as to an
           indemnitee who has ceased to be a Director, Officer, employee
           or agent and shall inure to the benefit of the indemnitee's
           heirs, executors and administrators.

                C.   If a claim under Sections A and B of this Article X
           is not paid in full by the Corporation within sixty days after
           a written claim has been received by the Corporation, except in
           the case of a claim for an advancement of expenses, in which
           case the applicable period shall be twenty days, the indemnitee
           may at any time thereafter bring suit against the Corporation
           to recover the unpaid amount of the claim.  If successful in
           whole or in part in any such suit, or in a suit brought by the
           Corporation to recover an advancement of expenses pursuant to
           the terms of an undertaking, the indemnitee shall be entitled
           to be paid also the expenses of prosecuting or defending such
           suit.  In (i) any suit brought by the indemnitee to enforce a
           right to indemnification hereunder (but not in a suit brought
           by the indemnitee to enforce a right to an advancement of
           expenses) it shall be a defense that, and (ii) in any suit by
           the Corporation to recover an advancement of expenses pursuant
           to the terms of an undertaking the Corporation shall be
           entitled to recover such expenses upon a final adjudication
           that, the indemnitee has not met any applicable standard for
           indemnification set forth in the Delaware General Corporation
           Law.  Neither the failure of the Corporation (including its
           Board of Directors, independent legal counsel, or its
           stockholders) to have made a determination prior to the
           commencement of such suit that indemnification of the
           indemnitee is proper in the circumstances because the
           indemnitee has met the applicable standard of conduct, set
           forth in the Delaware General Corporation Law, nor an actual
           determination by the Corporation (including its Board of
           Directors, independent legal counsel, or its stockholders) that
           the indemnitee has not met such applicable standard of conduct,
           shall create a presumption that the indemnitee has not met the
           applicable standard of conduct or, in the case of such a suit
           brought by the indemnitee, be a defense to such suit.  In any
           suit brought by the indemnitee to enforce a right to
           indemnification or to an advancement of expenses hereunder, or
           by the Corporation to recover an advancement of expenses
           hereunder, or by the Corporation to

                                      II-2
<PAGE>

           recover an advancement of expenses pursuant to the terms of an
           undertaking, the burden of proving that the indemnitee is not
           entitled to be indemnified, or to such advancement of expenses,
           under this Article X or otherwise shall be on the Corporation.

                D.   The rights to indemnification and to the advancement
           of expenses conferred in this Article X shall not be exclusive
           of any other right which any person may have or hereafter
           acquire under any statute, the Corporation's Certificate of
           Incorporation, Bylaws, agreement, vote of stockholders or
           Disinterested Directors or otherwise.

                E.   The Corporation may maintain insurance, at its
           expense, to protect itself and any Director, Officer, employee
           or agent of the Corporation or subsidiary or affiliate or
           another corporation, partnership, joint venture, trust or other
           enterprise against any expense, liability or loss, whether or
           not the Corporation would have the power to indemnify such
           person against such expense, liability or loss under the
           Delaware General Corporation Law.

                F.   The Corporation may, 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 to the fullest extent of
           the provisions of this Article X with respect to the
           indemnification and advancement of expenses of Directors and
           Officers of the Corporation.

                                   ARTICLE XI

                       ELIMINATION OF DIRECTORS' LIABILITY

                A Director of this Corporation shall not be personally
           liable to the Corporation or its stockholders for monetary
           damages for breach of fiduciary duty as a Director, except for
           liability (i) for any breach of the Director's duty of loyalty
           to the Corporation or its stockholders, (ii) for acts or
           omissions not in good faith or which involve intentional
           misconduct or a knowing violation of law, (iii) under Section
           174 of the Delaware General Corporation Law, or (iv) for any
           transaction from which the Director derived an improper
           personal benefit.  If the Delaware General Corporation Law is
           amended to authorize corporation action further eliminating or
           limiting the personal liability of Directors, then the
           liability of a Director of the Corporation shall be eliminated
           or limited to the fullest extent permitted by the Delaware
           General Corporation Law, as so amended.

                Any appeal or modification of the foregoing paragraph by
           the stockholders of the Corporation shall not adversely
           affect any right or protection of a Director of the
           Corporation existing at the time of such repeal or
           modification.

           Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not Applicable.


                                      II-3
<PAGE>

ITEM 8.    EXHIBITS.

           See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by reference.

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 the Registration Statement
           to include: (i) any prospectus required by Section 10(a)(3) of the
           Securities Act; (ii) to reflect in the prospectus any facts or
           events arising after the effective date of the Registration
           Statement which, individually or in the aggregate, represent a
           fundamental change in the information set forth in the Registration
           Statement; and (iii) 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 provisions (i) and
           (ii) of this undertaking are inapplicable if the information to be
           filed thereunder is contained in periodic reports filed by the
           Company pursuant to Sections 13 or 15(d) of the Exchange Act and
           incorporated by reference into 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.

                (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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 provision, or otherwise, the
registrant has been advised that in the opinion of the Commission 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
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 Securities Act and will be governed by the final
adjudication of such issue.

                                      II-4
<PAGE>
                                   SIGNATURES

THE REGISTRANT. 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 Burr Ridge, State of Illinois, on May 16, 1996.

                                    STANDARD FINANCIAL, INC.


                                    By:   /S/ David H. Mackiewich
                                         -------------------------------------
                                         David H. Mackiewich, Chairman of the
                                         Board, President and Chief Executive
                                         Officer



                                    By:  /s/ Thomas H. Ryan
                                         -------------------------------------
                                         Thomas M. Ryan, Executive Vice
                                         President, Chief Financial Officer




                                POWER OF ATTORNEY

      Know all men by these presents, that each person whose signature appears
below constitutes and appoints David H. Mackiewich and Thomas M. Ryan, and each
of them, his true and lawful attorney-in-fact and agent, each with full power of
substitution and re-substitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, 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 in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or the undersigned's substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

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


SIGNATURE                                     TITLE
/s/ David H. Mackiewich            Chairman of the Board, President and Chief
- ---------------------------        Executive Officer
David H. Mackiewich

/s/ Thomas M. Ryan                 Executive Vice President, Chief Financial and
- ----------------------------       Operating Officer
Thomas M. Ryan                     (principal financial and accounting officer)
                                    and Director

/s/ Stasys J. Baras                 Director
- ----------------------------
Stasys J. Baras

                                       S-1
<PAGE>

Signature                                          Title
- ----------                                         -----
/s/ John A. Brdecka                               Director
- --------------------------
John A. Brdecka

/s/ Fred V. Gwyer                                 Director
- --------------------------
Fred V. Gwyer

/s/ George W. Lane                                Director
- ---------------------------
George W. Lane

/s/ Tomas A. Kisielius                            Director
- ----------------------------
Tomas A. Kisielius

/s/ Sharon Reese Dalenberg                        Director
- ----------------------------
Sharon Reese Dalenberg


Albert M. Petkus                                  Director
- ----------------------------
Albert M. Petkus


                                       S-2

<PAGE>
                            STANDARD FINANCIAL, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT


<TABLE>
<CAPTION>
                                                          Incorporated
Exhibit     Description                                   Herein by                           Filed             Sequential
 No.                                                      Reference To                        Herewith          Page No.
- --------------------------------------------------------------------------------------------------------------------------
<S>       <C>                                          <C>                                    <C>               <C>
 4.1      Certificate of                               Exhibit 3.1 to the Registration
          Incorporation of Standard                    Statement on Form S-1 filed with
           Financial, Inc.                             the Commission by Standard
                                                       Financial, Inc. on March 18,
                                                       1994, as amended (SEC File No.
                                                       33-76596)

 4.2      Bylaws of Standard                           Exhibit 3.2 to the Registration
          Financial, Inc.                              Statement on Form S-1 filed with
                                                       the Commission by Standard
                                                       Financial, Inc. on March 18,
                                                       1994, as amended (SEC File No.
                                                       33-76596)

 4.3      Specimen Stock                               Exhibit 4.1 to the Registration
          Certificate of Standard                      Statement on Form S-1 filed with
          Financial, Inc.                              the Commission by Standard
                                                       Financial, Inc. on March 18,
                                                       1994, as amended (SEC File No.
                                                       33-76596)

 5.1      Opinion of Barack,                                                                      X
          Ferrazzano, Kirschbaum
           & Perlman


 23.1     Consent of Ernst &
          Young LLP                                                                               X

 23.2     Consent of Barack,                                                                   Included in
          Ferrazzano, Kirschbaum                                                               Exhibit 5.1
          & Perlman

 24.1     Power of Attorney                                                                    Included on
                                                                                               Signature Page
                                                                                               to this
                                                                                               Registration
                                                                                               Statement

 99.1     Standard Financial, Inc.                                                                 X
          Stock Option Plan
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 29272}]
{"company-data": {"conformed-name": "STANDARD FINANCIAL INC", "cik": "0000920603", "assigned-sic": "6035", "irs-number": "363941870", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04001", "film-number": "96569494"}, "business-address": {"street1": "4192 SOUTH ARCHER AVE", "city": "CHICAGO", "state": "IL", "zip": "60632", "phone": "3128471140"}, "mail-address": {"street1": "4192 SOUTH ARCHER AVE", "city": "CHICAGO", "state": "IL", "zip": "60632"}}
As filed with the Securities and Exchange Commission on May 17, 1996
                                                     Registration No. 33-_______
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                               __________________

                            STANDARD FINANCIAL, INC.

             (Exact name of Registrant as specified in its charter)

   DELAWARE                                           36-3941870
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                    Identification No.)

                               __________________

                             800 BURR RIDGE PARKWAY
                           BURR RIDGE, ILLINOIS 60521
                    (Address of principal executive offices)
                               __________________

                   STANDARD FINANCIAL, INC. STOCK OPTION PLAN
                            (Full title of the plan)
                               __________________

                               RANDALL R. SCHWARTZ
                       VICE PRESIDENT AND GENERAL COUNSEL
                            STANDARD FINANCIAL, INC.
                             800 BURR RIDGE PARKWAY
                           BURR RIDGE, ILLINOIS 60521
                     (Name and address of agent for service)

                                 (708) 986-4900
          (Telephone number, including area code, of agent for service)

                                 With copies to:

                             RICHARD A. SIRUS, ESQ.
                    BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
                        333 WEST WACKER DRIVE, SUITE 2700
                            CHICAGO, ILLINOIS  60606
                                 (312) 984-3100

                         CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
                                                      Proposed Maximum     Proposed Maximum
Title of Securities               Amount to be        Offering Price          Aggregate                Amount of
to be Registered                 Registered(1)(2)       per Share(2)       Offering Price(2)          Registration Fee(2)
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 Par Value      1,522,000               $15.125           $23,020,250                $7,939.00
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416(a) under the Securities Act, this Registration
     Statement also registers such indeterminate number of additional shares as
     may be issuable under the Plan in connection with share splits, share
     dividends or similar transactions.

(2)  Estimated pursuant to Rule 457(h) under the Act solely for the purpose of
     calculating the registration fee and based, in accordance with Rule 457(c),
     upon the average of the high and low prices of the shares of the
     Registrant's Common Stock as reported on the Nasdaq Stock Market on May 10,
     1996.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 Standard Financial, Inc. Stock
Option 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.

                                       I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

           The following documents previously or concurrently filed by Standard
Financial, Inc. (the "Company") with the Commission are hereby incorporated by
reference into this Registration Statement:

           (a)  The Company's Annual Report on Form 10-K for the year
                ended December 31, 1995 (File No. 0-24082), filed with the
                Commission on April 1, 1996.

           (b)  All other reports filed pursuant to Section 13(a) or 15(d)
                of the Exchange Act since the end of the fiscal year
                covered by the Form 10-K referred to in (a) above.

           (c)  The description of the Company's Common Stock, par value
                $0.01 per share, contained in Item 1 of the Company's
                Registration Statement on Form 8-A (File No. 0-24082),
                originally filed with the Commission on May 9, 1994, 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, 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
which is a part hereof (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.

ITEM 4.    DESCRIPTION OF SECURITIES.

           Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           In accordance with the General Corporation Law of the State of
Delaware (being Chapter 1 of Title 8 of the Delaware Code), Articles X and XI of
the Company's Certificate of Incorporation provide as follows:

                                    ARTICLE X

                                 INDEMNIFICATION

                A.   Each person who was or is made a party or is
           threatened to be made a party to or otherwise involved in any
           action, suit or proceeding, whether civil, criminal,
           administrative or investigative (hereinafter a "proceeding"),
           by reason of the fact that he or she is or was a Director or an
           Officer of the Corporation or is or was serving at the request
           of the Corporation as a Director, Officer, employee or agent of
           another corporation or of a partnership, joint venture, trust
           or other enterprise, including service with respect to any

                                      II-1
employee benefit plan (hereinafter an "indemnitee"), whether the
           basis of such proceeding is alleged action in an official capacity
           as a Director, Officer, employee or agent or in any other capacity
           while serving as a Director, Officer, employee or agent shall be
           indemnified and held harmless by the Corporation to the fullest
           extent authorized by the Delaware General Corporation Law, as the
           same exists or may hereafter be amended (but, in the case of any
           such amendment, only to the extent that such amendment permits the
           Corporation to provide broader indemnification rights than such law
           permitted the Corporation to provide prior to such amendment)
           against all expense, liability and loss (including attorneys' fees,
           judgments, fines, ERISA excise taxes or penalties and amounts paid
           in settlement) reasonably incurred or suffered by such indemnitee in
           connection therewith; provided, however, that, except as provided in
           Section C hereof with respect to such proceedings to enforce rights
           to indemnification, the Corporation shall indemnify any such
           indemnitee in connection with a proceeding (or part thereof)
           initiated by such indemnitee only if such proceeding (or part
           thereof) was authorized by the Board of Directors of the
           Corporation.

                B.   The right to indemnification conferred in Section A
           of this Article X shall include the right to be paid by the
           Corporation the expenses incurred in defending any such
           proceeding in advance of its final disposition (hereinafter an
           "advancement of expenses"); provided, however, that if the
           Delaware General Corporation Law requires an advancement of
           expenses incurred by an indemnitee in his or her capacity as a
           Director or Officer (and not in any other capacity in which
           service was or is rendered by such indemnitee, including,
           without limitation, services to an employee benefit plan) shall
           be made only upon delivery to the Corporation of an undertaking
           (hereinafter an "undertaking"), by or on behalf of such
           indemnitee, to repay all amounts so advanced if it shall
           ultimately be determined by final judicial decision from which
           there is no further right to appeal (hereinafter a "final
           adjudication") that such indemnitee is not entitled to be
           indemnified for such expenses under this Section or otherwise.
           The rights to indemnification and to the advancement of
           expenses conferred in Sections A and B of this Article X shall
           be contract rights and such rights shall continue as to an
           indemnitee who has ceased to be a Director, Officer, employee
           or agent and shall inure to the benefit of the indemnitee's
           heirs, executors and administrators.

                C.   If a claim under Sections A and B of this Article X
           is not paid in full by the Corporation within sixty days after
           a written claim has been received by the Corporation, except in
           the case of a claim for an advancement of expenses, in which
           case the applicable period shall be twenty days, the indemnitee
           may at any time thereafter bring suit against the Corporation
           to recover the unpaid amount of the claim.  If successful in
           whole or in part in any such suit, or in a suit brought by the
           Corporation to recover an advancement of expenses pursuant to
           the terms of an undertaking, the indemnitee shall be entitled
           to be paid also the expenses of prosecuting or defending such
           suit.  In (i) any suit brought by the indemnitee to enforce a
           right to indemnification hereunder (but not in a suit brought
           by the indemnitee to enforce a right to an advancement of
           expenses) it shall be a defense that, and (ii) in any suit by
           the Corporation to recover an advancement of expenses pursuant
           to the terms of an undertaking the Corporation shall be
           entitled to recover such expenses upon a final adjudication
           that, the indemnitee has not met any applicable standard for
           indemnification set forth in the Delaware General Corporation
           Law.  Neither the failure of the Corporation (including its
           Board of Directors, independent legal counsel, or its
           stockholders) to have made a determination prior to the
           commencement of such suit that indemnification of the
           indemnitee is proper in the circumstances because the
           indemnitee has met the applicable standard of conduct, set
           forth in the Delaware General Corporation Law, nor an actual
           determination by the Corporation (including its Board of
           Directors, independent legal counsel, or its stockholders) that
           the indemnitee has not met such applicable standard of conduct,
           shall create a presumption that the indemnitee has not met the
           applicable standard of conduct or, in the case of such a suit
           brought by the indemnitee, be a defense to such suit.  In any
           suit brought by the indemnitee to enforce a right to
           indemnification or to an advancement of expenses hereunder, or
           by the Corporation to recover an advancement of expenses
           hereunder, or by the Corporation to

                                      II-2
recover an advancement of expenses pursuant to the terms of an
           undertaking, the burden of proving that the indemnitee is not
           entitled to be indemnified, or to such advancement of expenses,
           under this Article X or otherwise shall be on the Corporation.

                D.   The rights to indemnification and to the advancement
           of expenses conferred in this Article X shall not be exclusive
           of any other right which any person may have or hereafter
           acquire under any statute, the Corporation's Certificate of
           Incorporation, Bylaws, agreement, vote of stockholders or
           Disinterested Directors or otherwise.

                E.   The Corporation may maintain insurance, at its
           expense, to protect itself and any Director, Officer, employee
           or agent of the Corporation or subsidiary or affiliate or
           another corporation, partnership, joint venture, trust or other
           enterprise against any expense, liability or loss, whether or
           not the Corporation would have the power to indemnify such
           person against such expense, liability or loss under the
           Delaware General Corporation Law.

                F.   The Corporation may, 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 to the fullest extent of
           the provisions of this Article X with respect to the
           indemnification and advancement of expenses of Directors and
           Officers of the Corporation.

                                   ARTICLE XI

                       ELIMINATION OF DIRECTORS' LIABILITY

                A Director of this Corporation shall not be personally
           liable to the Corporation or its stockholders for monetary
           damages for breach of fiduciary duty as a Director, except for
           liability (i) for any breach of the Director's duty of loyalty
           to the Corporation or its stockholders, (ii) for acts or
           omissions not in good faith or which involve intentional
           misconduct or a knowing violation of law, (iii) under Section
           174 of the Delaware General Corporation Law, or (iv) for any
           transaction from which the Director derived an improper
           personal benefit.  If the Delaware General Corporation Law is
           amended to authorize corporation action further eliminating or
           limiting the personal liability of Directors, then the
           liability of a Director of the Corporation shall be eliminated
           or limited to the fullest extent permitted by the Delaware
           General Corporation Law, as so amended.

                Any appeal or modification of the foregoing paragraph by
           the stockholders of the Corporation shall not adversely
           affect any right or protection of a Director of the
           Corporation existing at the time of such repeal or
           modification.

           Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not Applicable.

                                      II-3
ITEM 8.    EXHIBITS.

           See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by reference.

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 the Registration Statement
           to include: (i) any prospectus required by Section 10(a)(3) of the
           Securities Act; (ii) to reflect in the prospectus any facts or
           events arising after the effective date of the Registration
           Statement which, individually or in the aggregate, represent a
           fundamental change in the information set forth in the Registration
           Statement; and (iii) 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 provisions (i) and
           (ii) of this undertaking are inapplicable if the information to be
           filed thereunder is contained in periodic reports filed by the
           Company pursuant to Sections 13 or 15(d) of the Exchange Act and
           incorporated by reference into 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.

                (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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 provision, or otherwise, the
registrant has been advised that in the opinion of the Commission 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
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 Securities Act and will be governed by the final
adjudication of such issue.

                                      II-4
SIGNATURES

THE REGISTRANT. 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 Burr Ridge, State of Illinois, on May 16, 1996.

                                    STANDARD FINANCIAL, INC.

                                    By:   /S/ David H. Mackiewich
                                         -------------------------------------
                                         David H. Mackiewich, Chairman of the
                                         Board, President and Chief Executive
                                         Officer

                                    By:  /s/ Thomas H. Ryan
                                         -------------------------------------
                                         Thomas M. Ryan, Executive Vice
                                         President, Chief Financial Officer

                                POWER OF ATTORNEY

      Know all men by these presents, that each person whose signature appears
below constitutes and appoints David H. Mackiewich and Thomas M. Ryan, and each
of them, his true and lawful attorney-in-fact and agent, each with full power of
substitution and re-substitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, 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 in and about the
premises, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or the undersigned's substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

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

SIGNATURE                                     TITLE
/s/ David H. Mackiewich            Chairman of the Board, President and Chief
- ---------------------------        Executive Officer
David H. Mackiewich

/s/ Thomas M. Ryan                 Executive Vice President, Chief Financial and
- ----------------------------       Operating Officer
Thomas M. Ryan                     (principal financial and accounting officer)
                                    and Director

/s/ Stasys J. Baras                 Director
- ----------------------------
Stasys J. Baras

                                       S-1
Signature                                          Title
- ----------                                         -----
/s/ John A. Brdecka                               Director
- --------------------------
John A. Brdecka

/s/ Fred V. Gwyer                                 Director
- --------------------------
Fred V. Gwyer

/s/ George W. Lane                                Director
- ---------------------------
George W. Lane

/s/ Tomas A. Kisielius                            Director
- ----------------------------
Tomas A. Kisielius

/s/ Sharon Reese Dalenberg                        Director
- ----------------------------
Sharon Reese Dalenberg

Albert M. Petkus                                  Director
- ----------------------------
Albert M. Petkus

                                       S-2
STANDARD FINANCIAL, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT
Incorporated
Exhibit     Description                                   Herein by                           Filed             Sequential
 No.                                                      Reference To                        Herewith          Page No.
- --------------------------------------------------------------------------------------------------------------------------
4.1      Certificate of                               Exhibit 3.1 to the Registration
          Incorporation of Standard                    Statement on Form S-1 filed with
           Financial, Inc.                             the Commission by Standard
                                                       Financial, Inc. on March 18,
                                                       1994, as amended (SEC File No.
                                                       33-76596)

 4.2      Bylaws of Standard                           Exhibit 3.2 to the Registration
          Financial, Inc.                              Statement on Form S-1 filed with
                                                       the Commission by Standard
                                                       Financial, Inc. on March 18,
                                                       1994, as amended (SEC File No.
                                                       33-76596)

 4.3      Specimen Stock                               Exhibit 4.1 to the Registration
          Certificate of Standard                      Statement on Form S-1 filed with
          Financial, Inc.                              the Commission by Standard
                                                       Financial, Inc. on March 18,
                                                       1994, as amended (SEC File No.
                                                       33-76596)

 5.1      Opinion of Barack,                                                                      X
          Ferrazzano, Kirschbaum
           & Perlman

 23.1     Consent of Ernst &
          Young LLP                                                                               X

 23.2     Consent of Barack,                                                                   Included in
          Ferrazzano, Kirschbaum                                                               Exhibit 5.1
          & Perlman

 24.1     Power of Attorney                                                                    Included on
                                                                                               Signature Page
                                                                                               to this
                                                                                               Registration
                                                                                               Statement

 99.1     Standard Financial, Inc.                                                                 X
          Stock Option Plan
- -------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------