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<FONT SIZE="-1"><CENTER>As filed with the Securities and Exchange Commission on August 15, 2002.</CENTER>
</FONT>

<P ALIGN=RIGHT><FONT SIZE="-1">Registration No. 333-_____</FONT></P>

<FONT SIZE="-1"><CENTER>SECURITIES AND EXCHANGE COMMISSION</CENTER>
</FONT>
<FONT SIZE="-1"><CENTER>Washington, DC 20549</CENTER>
</FONT>
<BR>
<FONT SIZE="-1"><CENTER>REGISTRATION STATEMENT ON</CENTER>
</FONT>
<FONT SIZE="-1"><CENTER>FORM S-8</CENTER>
</FONT>
<FONT SIZE="-1"><CENTER>UNDER THE SECURITIES ACT OF 1933</CENTER>
</FONT><BR>

<BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD COLSPAN=3 ALIGN=CENTER><FONT SIZE="-1"><B>HEMLOCK FEDERAL FINANCIAL CORPORATION</B><HR NOSHADE>(Exact name of registrant as specified in its charter)<BR>&nbsp;</TD></TR>

<TR VALIGN="TOP">
<TD ALIGN=CENTER><FONT SIZE="-1">Delaware<HR NOSHADE>(State or other jurisdiction of<BR>incorporation or organization)<BR>&nbsp;</TD>
<TD WIDTH=5%><FONT SIZE="-1">&nbsp;</TD>
<TD ALIGN=CENTER><FONT SIZE="-1">36-4126192<HR NOSHADE>(I.R.S. Employer Identification No.)</TD></TR>

<TR VALIGN=TOP>
<TD ALIGN=CENTER><FONT SIZE="-1">5700 West 159<SUP>th</SUP> Street, Oak Forest, Illinois<HR NOSHADE>(Address of principal executive offices)</TD>
<TD ALIGN=CENTER><FONT SIZE="-1"></TD>
<TD ALIGN=CENTER><FONT SIZE="-1">60452<HR NOSHADE>(Zip Code)</TD></TR></TABLE>
<BR>


<BR>
<FONT SIZE="-1"><CENTER><STRONG>HEMLOCK FEDERAL FINANCIAL CORPORATION
<BR>2002 STOCK OPTION AND INCENTIVE PLAN</STRONG><HR NOSHADE>(Full title of the plan)</CENTER>
</FONT><BR>

<BR>
<CENTER><FONT SIZE="-1">Beth A. Freedman, Esq.</FONT><BR>
<FONT SIZE="-1">Michael R. Gartman, Esq.</FONT><BR>
<FONT SIZE="-1">Silver, Freedman &amp; Taff, L.L.P.</FONT><BR>
<FONT SIZE="-1">(a limited liability partnership </FONT><BR>
<FONT SIZE="-1">including professional corporations)</FONT><BR>
<FONT SIZE="-1">1700 Wisconsin Avenue, NW</FONT><BR>
<FONT SIZE="-1">Washington, DC 20007<HR NOSHADE>(Name and address of agent for service)</CENTER>
</FONT><BR>

<BR>
<FONT SIZE="-1"><CENTER>(202) 295-4500<HR NOSHADE>(Telephone number, including area code, of agent for service)</CENTER>
</FONT><BR>
<BR>
<BR>
<FONT SIZE="-1"><CENTER>CALCULATION OF REGISTRATION FEE</CENTER>
</FONT>
<TABLE WIDTH="100%">
<TR VALIGN="BOTTOM"><TD ALIGN="CENTER"><FONT SIZE="-1">Title of securities</FONT>

<FONT SIZE="-1">to be registered<HR NoShade></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">Amount to be
registered<HR NoShade></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">Proposed maximum
offering price per share<HR NoShade></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">Proposed
maximum
aggregate</FONT><BR>

<FONT SIZE="-1">offering price<HR NoShade></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">Amount of</FONT><BR>

<FONT SIZE="-1">registration fee<HR NoShade></TD></TR>
<TR VALIGN="TOP"><TD><FONT SIZE="-1"></TD>
<TD></TD>
<TD></TD>
<TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD></FONT><FONT SIZE="-1">Common Stock, </FONT><BR>

<FONT SIZE="-1">$0.01 par value per share</TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">48,562 shares</TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">$27.00<SUP>(1)</SUP></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">$1,311,174<SUP>(1)</SUP></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">$121.00<SUP>(1)</SUP></TD></TR></TABLE>
<BR>
<FONT SIZE="-2">(1)&nbsp;&nbsp;&nbsp;Estimated in accordance with Rule 457(h), solely for the purpose of calculating the registration fee. The shares being registered hereby
are being registered based upon the average of the high and low prices per share of the common stock on the Nasdaq SmallCap Market
of $27.00 per share on August 12, 2002.</FONT><BR>

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<BR>
<CENTER><STRONG>PART I</STRONG></CENTER>
<BR>

<CENTER><STRONG>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</STRONG></CENTER>
<BR>


&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The document(s) containing the information specified in Part&nbsp;I of Form S-8 will be sent or
given to participants in the Hemlock Federal Financial Corporation 2002 Stock Option and Incentive
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").<BR>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.<BR>
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<CENTER><STRONG>PART II</STRONG></CENTER>

<CENTER><STRONG>INFORMATION NOT REQUIRED IN PROSPECTUS</STRONG></CENTER>
<BR>

Item 3.	&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Incorporation of Certain Documents by Reference.</u><BR>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents previously or concurrently filed by Hemlock Federal Financial
Corporation (the "Company") with the Commission are hereby incorporated by reference into this
Registration Statement and the Prospectus to which this Registration Statement relates (the
"Prospectus"), which Prospectus has been or will be delivered to the participants in the Plan covered
by this Registration Statement:<BR>
<BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(a)</TD>
<TD>the Company's Annual Report on Form 10-K for the year ended December 31, 2001
(File No. 0-22103) as filed with the SEC on April 1, 2002;<BR>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(b)</TD>
<TD>the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 as filed with the SEC on August 14, 2002;<BR>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(c)</TD>
<TD>the Company's proxy statement for its annual meeting of stockholders held on May
1, 2002  as filed with the SEC on April 10, 2002; <BR>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(d)</TD>
<TD>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/A (File No. 333-18895) as filed with the SEC on February 12, 1997.</TD></TR></TABLE>
<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This incorporation by reference of the Company's proxy statement for its annual meeting of
stockholders shall not be deemed to specifically incorporate by reference the information relating
to the audit committee report (as permitted under Item 306 of Regulation S-K).<BR>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934, as amended (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 the Prospectus and to be a
part hereof and 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.<BR>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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: Rosanne Belczak, Secretary, Hemlock Federal Financial Corporation, 5700 West 159<SUP>th</SUP>
Street, Oak Forest, Illinois, 60542, telephone number (708) 687-9400.<BR>
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&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.<BR>

<BR>
Item 4.	&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Description of Securities.</u><BR>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.<BR>

<BR>
Item 5.	&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Interests of Named Experts and Counsel.</u><BR>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.<BR>

<BR>
Item 6.	&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Indemnification of Directors and Officers.</u><BR>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article Eleventh of the Company's Certificate of Incorporation provides for indemnification
of directors and officers of the Company 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 to provide for the indemnification of its directors and officers.  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 their status as a director or
officer, against judgments, fines, settlements and expenses, including attorneys' fees; and under
certain circumstances, they 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 the other
corporation or enterprise. <BR>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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, has 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. This
determination may be made (i) by the Board of Directors of the Company 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
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is ultimately determined that he is not entitled to be indemnified by the corporation against such
expenses. <BR>

<BR>
Item 7.	&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Exemption from Registration Claimed.</u><BR>

<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.<BR>

<BR>
Item 8.	&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Exhibits.</u><BR>

<BR>
<TABLE WIDTH="100%">
<TR VALIGN="BOTTOM"><TD ALIGN="CENTER"><FONT SIZE="-1">Exhibit<BR>Number<HR NOSHADE></TD>
<TD><FONT SIZE="-1">Document<HR NOSHADE></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">Reference to Prior<BR>Filing or Exhibit<BR>Number Attached<BR>Hereto<HR NOSHADE></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="RIGHT">&nbsp;</TD>
<TD></TD>
<TD></TD></TR>

<TR VALIGN="TOP">
<TD ALIGN="CENTER"><FONT SIZE="-1">4.1</TD>
<TD><FONT SIZE="-1">Specimen form of common stock certificate of<BR>Hemlock Federal Financial Corporation</TD>
<TD ALIGN=CENTER><FONT SIZE="-1">*</TD></TR>

<TR VALIGN="TOP"><TD ALIGN="RIGHT"><FONT SIZE="-1">&nbsp;</TD>
<TD></TD>
<TD></TD></TR>

<TR VALIGN="TOP">
<TD ALIGN="CENTER"><FONT SIZE="-1">4.2</TD>
<TD><FONT SIZE="-1">Articles of Incorporation of Hemlock Federal Financial<BR><FONT SIZE="-1">Corporation</TD>
<TD ALIGN=CENTER><FONT SIZE="-1">*</TD></TR>

<TR VALIGN="TOP"><TD ALIGN="RIGHT"><FONT SIZE="-1">&nbsp;</TD>
<TD></TD>
<TD></TD></TR>

<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT SIZE="-1">4.3</TD>
<TD><FONT SIZE="-1">Bylaws of Hemlock Federal Financial Corporation</TD>
<TD ALIGN=CENTER><FONT SIZE="-1">*</TD></TR>

<TR VALIGN="TOP"><TD ALIGN="RIGHT"><FONT SIZE="-1">&nbsp;</TD>
<TD></TD>
<TD></TD></TR>

<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT SIZE="-1">5</TD>
<TD><FONT SIZE="-1">Opinion of Silver, Freedman &amp; Taff, L.L.P.</TD>
<TD ALIGN=CENTER><FONT SIZE="-1">Attached as Exhibit 5</TD></TR>

<TR VALIGN="TOP"><TD ALIGN="RIGHT"><FONT SIZE="-1">&nbsp;</TD>
<TD></TD>
<TD></TD></TR>

<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT SIZE="-1">23</TD>
<TD><FONT SIZE="-1">Consent of Crowe, Chizek and Company LLP</TD>
<TD ALIGN=CENTER><FONT SIZE="-1">Attached as Exhibit 23</TD></TR>

<TR VALIGN="TOP"><TD ALIGN="RIGHT"><FONT SIZE="-1">&nbsp;</TD>
<TD></TD>
<TD></TD></TR>

<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT SIZE="-1">24</TD>
<TD><FONT SIZE="-1">Power of Attorney</TD>
<TD ALIGN=CENTER><FONT SIZE="-1">Contained on<BR>Signature Page</TD></TR>

<TR VALIGN="TOP"><TD ALIGN="RIGHT"><FONT SIZE="-1">&nbsp;</TD>
<TD></TD>
<TD></TD></TR>

<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT SIZE="-1">99</TD>
<TD><FONT SIZE="-1">Hemlock Federal Financial Corporation<BR>2002 Stock Option and Incentive Plan</TD>
<TD ALIGN=CENTER><FONT SIZE="-1">**</TD></TR></TABLE>
<BR>

<FONT SIZE="-1">____________________</FONT><BR>

<FONT SIZE="-2">*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Filed as exhibit to the Company's Form S-1/A registration statement filed on February 12, 1997 (File No. 333-18895) and incorporated
herein by reference.</FONT><BR>

<BR>
<FONT SIZE="-2">**&nbsp;&nbsp;&nbsp;Filed as an exhibit to the Company's definitive proxy statement for its annual meeting of stockholders held on May 1, 2002, and
incorporated herein by reference.</FONT><BR>

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Item 9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>	Undertakings.</u><BR>

<BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(a)</TD>
<TD COLSPAN=3>The undersigned Registrant hereby undertakes:<BR>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>(1)</TD>
<TD COLSPAN=2>To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:<BR>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%></TD>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>(i)</TD>
<TD>To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;<BR>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%></TD>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>(ii)</TD>
<TD>To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and<BR>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%></TD>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>(iii)</TD>
<TD>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;<BR>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%></TD>
<TD WIDTH=5%></TD>
<TD COLSPAN=2>provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information  required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act of 1934 that
are incorporated by reference in the registration statement.<BR>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>(2)</TD>
<TD COLSPAN=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.<BR>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>(3)</TD>
<TD COLSPAN=2>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.<BR>&nbsp;</TD></TR>

<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(b)</TD>
<TD COLSPAN=3>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.</TD></TR></TABLE>


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<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(c)</TD>
<TD COLSPAN=3>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.<BR></TD></TR></TABLE>
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<CENTER><STRONG>SIGNATURES</STRONG></CENTER>
<BR>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 Oak Forest, State of Illinois, on August 14, 2002.<BR>

<BR>
<TABLE WIDTH=100%>
<TR>
<TD WIDTH=45%>&nbsp;</TD>
<TD WIDTH=5%></TD>
<TD><STRONG>HEMLOCK FEDERAL FINANCIAL CORPORATION</STRONG></TD></TR>

<TR>
<TD WIDTH=45%>&nbsp;</TD>
<TD WIDTH=5%></TD>
<TD></TD></TR>

<TR>
<TD WIDTH=45%>&nbsp;</TD>
<TD WIDTH=5%></TD>
<TD></TD></TR>

<TR>
<TD WIDTH=45%>&nbsp;</TD>
<TD WIDTH=5%>By:</TD>
<TD>/s/ Maureen G. Partynski<HR NoShade>Maureen G. Partynski, Chairman and Chief<BR>
Executive Officer<BR><EM>(Duly Authorized Representative)</EM></TD></TR></TABLE>

<BR>
<BR>
<CENTER><STRONG>POWER OF ATTORNEY</STRONG></CENTER>
<BR>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Maureen G. Partynski, his true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for him and in his 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 all said attorney-in-fact and agent or her
substitutes or substitute may lawfully do or cause to be done by virtue hereof.<BR>

<BR>
<BR>
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD WIDTH=50%>/s/ Michael R. Stevens<HR NoShade>
Michael R. Stevens, President and Director<BR>

<BR>
Date:   August 14, 2002</TD>
<TD></TD>
<TD>/s/ Kenneth J. Bazarnik	<HR NoShade>
Kenneth J. Bazarnik, Director<BR>

<BR>
Date:   August 14, 2002</TD></TR>
<TR VALIGN="TOP"><TD><BR>
<BR>  /s/ Rosanne Belczak	<HR NoShade>Rosanne Belczak, Vice-President/ Secretary<BR>and Director<BR>

<BR>
Date:   August 14, 2002</TD>
<TD></TD>
<TD><BR>
<BR> /s/ Donald L. Manprisio<HR NoShade>
Donald L. Manprisio, Director<BR>

<BR>
<BR>
Date:   August 14, 2002</TD></TR>

<TR VALIGN="TOP"><TD><BR>
<BR> /s/ Frank A. Bucz	<HR NoShade>

Frank A. Bucz, Auditor/Consultant and<BR>
Director<BR>

<BR>
Date:   August 14, 2002</TD>
<TD></TD>
<TD><BR>
<BR> /s/ G. Gerald Schiera	<HR NoShade>

G. Gerald Schiera, Director<BR>

<BR>
<BR>
Date:   August 14, 2002</TD></TR>

<TR VALIGN="TOP"><TD><BR>
<BR> /s/ Jean M. Thornton	<HR NoShade>

Jean M. Thornton, Chief Financial Officer<BR>

<EM>  Principal Financial and Accounting</EM><BR>

<EM>  Officer</EM><BR>

<BR>
Date:   August 14, 2002</TD>
<TD></TD>
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<CENTER><STRONG>EXHIBIT INDEX</STRONG></CENTER>
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<TR VALIGN="TOP"><TD ALIGN=CENTER>5</TD>
<TD>Opinion of Silver, Freedman &amp; Taff, L.L.P.</TD></TR>
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<TD></TD></TR>
<TR VALIGN="TOP"><TD ALIGN=CENTER>  23</TD>
<TD>Consent of Crowe, Chizek and Company LLP</TD></TR>
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[{"type": "S-8", "sequence": "1", "filename": "s8sop02.htm", "secsgml_size_bytes": 26411}]
{"company-data": {"conformed-name": "HEMLOCK FEDERAL FINANCIAL CORP", "cik": "0001029654", "assigned-sic": "6035", "irs-number": "364126192", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-98153", "film-number": "02739434"}, "business-address": {"street1": "5700 WEST 159TH STREET", "city": "OAK FOREST", "state": "IL", "zip": "60452-3198", "phone": "7086879400"}, "mail-address": {"street1": "5700 WEST 159TH STREET", "city": "OAK FOREST", "state": "IL", "zip": "60452-3198"}}
As filed with the Securities and Exchange Commission on August 15, 2002.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
REGISTRATION STATEMENT ON
FORM S-8
UNDER THE SECURITIES ACT OF 1933
HEMLOCK FEDERAL FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
36-4126192
(I.R.S. Employer Identification No.)
5700 West 159
th
Street, Oak Forest, Illinois
(Address of principal executive offices)
60452
(Zip Code)
HEMLOCK FEDERAL FINANCIAL CORPORATION
2002 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
Beth A. Freedman, Esq.
Michael R. Gartman, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership
including professional corporations)
1700 Wisconsin Avenue, NW
Washington, DC 20007
(Name and address of agent for service)
(202) 295-4500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
Amount to be
registered
Proposed maximum
offering price per share
Proposed
maximum
aggregate
offering price
Amount of
registration fee
Common Stock,
$0.01 par value per share
48,562 shares
$27.00
(1)
$1,311,174
(1)
$121.00
(1)
(1)   Estimated in accordance with Rule 457(h), solely for the purpose of calculating the registration fee. The shares being registered hereby
are being registered based upon the average of the high and low prices per share of the common stock on the Nasdaq SmallCap Market
of $27.00 per share on August 12, 2002.
Next 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 Hemlock Federal Financial Corporation 2002 Stock Option and Incentive
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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3.
Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by Hemlock Federal Financial
Corporation (the "Company") with the Commission are hereby incorporated by reference into this
Registration Statement and the Prospectus to which this Registration Statement relates (the
"Prospectus"), which Prospectus has been or will be delivered to the participants in the Plan covered
by this Registration Statement:
(a)
the Company's Annual Report on Form 10-K for the year ended December 31, 2001
(File No. 0-22103) as filed with the SEC on April 1, 2002;
(b)
the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 as filed with the SEC on August 14, 2002;
(c)
the Company's proxy statement for its annual meeting of stockholders held on May
1, 2002  as filed with the SEC on April 10, 2002;
(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/A (File No. 333-18895) as filed with the SEC on February 12, 1997.
This incorporation by reference of the Company's proxy statement for its annual meeting of
stockholders shall not be deemed to specifically incorporate by reference the information relating
to the audit committee report (as permitted under Item 306 of Regulation S-K).
All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934, as amended (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 the Prospectus and to be a
part hereof and 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: Rosanne Belczak, Secretary, Hemlock Federal Financial Corporation, 5700 West 159
th
Street, Oak Forest, Illinois, 60542, telephone number (708) 687-9400.
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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.
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 Company 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 to provide for the indemnification of its directors and officers.  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 their status as a director or
officer, against judgments, fines, settlements and expenses, including attorneys' fees; and under
certain circumstances, they 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 the 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, has 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. This
determination may be made (i) by the Board of Directors of the Company 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
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is ultimately determined that he is not entitled to be indemnified by the corporation against such
expenses.
Item 7.
Exemption from Registration Claimed.
Not applicable.
Item 8.
Exhibits.
Exhibit
Number
Document
Reference to Prior
Filing or Exhibit
Number Attached
Hereto
4.1
Specimen form of common stock certificate of
Hemlock Federal Financial Corporation
*
4.2
Articles of Incorporation of Hemlock Federal Financial
Corporation
*
4.3
Bylaws of Hemlock Federal Financial Corporation
*
5
Opinion of Silver, Freedman & Taff, L.L.P.
Attached as Exhibit 5
23
Consent of Crowe, Chizek and Company LLP
Attached as Exhibit 23
24
Power of Attorney
Contained on
Signature Page
99
Hemlock Federal Financial Corporation
2002 Stock Option and Incentive Plan
**
____________________
*     Filed as exhibit to the Company's Form S-1/A registration statement filed on February 12, 1997 (File No. 333-18895) and incorporated
herein by reference.
**   Filed as an exhibit to the Company's definitive proxy statement for its annual meeting of stockholders held on May 1, 2002, and
incorporated herein by reference.
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Item 9.
Undertakings.
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information  required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered 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 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.
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(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.
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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 Oak Forest, State of Illinois, on August 14, 2002.
HEMLOCK FEDERAL FINANCIAL CORPORATION
By:
/s/ Maureen G. Partynski
Maureen G. Partynski, Chairman and Chief
Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Maureen G. Partynski, his true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution, for him and in his 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 all said attorney-in-fact and agent or her
substitutes or substitute may lawfully do or cause to be done by virtue hereof.
/s/ Michael R. Stevens
Michael R. Stevens, President and Director
Date:   August 14, 2002
/s/ Kenneth J. Bazarnik
Kenneth J. Bazarnik, Director
Date:   August 14, 2002
/s/ Rosanne Belczak
Rosanne Belczak, Vice-President/ Secretary
and Director
Date:   August 14, 2002
/s/ Donald L. Manprisio
Donald L. Manprisio, Director
Date:   August 14, 2002
/s/ Frank A. Bucz
Frank A. Bucz, Auditor/Consultant and
Director
Date:   August 14, 2002
/s/ G. Gerald Schiera
G. Gerald Schiera, Director
Date:   August 14, 2002
/s/ Jean M. Thornton
Jean M. Thornton, Chief Financial Officer
Principal Financial and Accounting
Officer
Date:   August 14, 2002
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EXHIBIT INDEX
Exhibit Number
Document
5
Opinion of Silver, Freedman & Taff, L.L.P.
23
Consent of Crowe, Chizek and Company LLP
End.