As filed with the Securities and Exchange Commission on December 5, 2003
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ___________

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      Under
                           THE SECURITIES ACT OF 1933
                                   ___________
                                MAF BANCORP, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                       36-3664868
     (State or Other Jurisdiction                          (I.R.S. Employer
   of Incorporation or Organization)                      Identification No.)
                                  55TH & HOLMES
                         CLARENDON HILLS, ILLINOIS 60514
    (Address, including zip code of registrant's principal executive office)
                           __________________________

                  MAF BANCORP, INC. INCENTIVE COMPENSATION PLAN
                            (Full title of the plans)
                                   ___________

                                 MICHAEL JANSSEN
                                MAF BANCORP, INC.
                                  55TH & HOLMES
                         CLARENDON HILLS, ILLINOIS 60514
                                 (630) 986-7544
 (Name, address and telephone number, including area code, of agent for service)
                                   Copies to:
                             JENNIFER R. EVANS, ESQ.
                             ROBYN B. GOLDMAN, ESQ.
                     VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C.
                            222 NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60601
                                 (312) 609-7500
                                   ___________

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
     TITLE OF SECURITIES          AMOUNT TO            PROPOSED MAXIMUM                PROPOSED MAXIMUM            AMOUNT OF
       TO BE REGISTERED         BE REGISTERED     OFFERING PRICE PER SHARE(2)     AGGREGATE OFFERING PRICE(2) REGISTRATION FEE(2)(3)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                      <C>                            <C>                      <C>
Common Stock, par value $.01       800,000                  $44.15                         $35,320,000              $2,858
per share(1)
====================================================================================================================================
<FN>
(1)     Together with an indeterminate number of additional shares which may be
        necessary to adjust the number of shares offered pursuant to the plans
        as a result of a stock split, stock dividend or similar adjustment of
        the outstanding Common Stock pursuant to Rule 416(a).
(2)     Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
        the proposed maximum offering price per share and the registration fee
        have been estimated based on the average of the high and low sales
        prices for the Common Stock on the Nasdaq National Market of $44.60 and
        $43.70 on December 2, 2003
(3)     An aggregate of 524,623 shares (as adjusted to reflect all stock splits
        and dividends to date) are being carried forward from those shares
        previously registered by Form S-8 Registration Statement (Reg. No.
        333-61792). A registration fee has been previously paid with respect to
        these shares registered in that filing. The previously registered
        shares being carried forward together with the shares being registered
        hereby represent the total number of shares reserved for issuance under
        the Plan.
</FN>
</TABLE>


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Explanatory Note: The Section 10(a) Prospectus required by this Part
relates to the 800,000 shares of Common Stock, $0.01 par value per share, of MAF
Bancorp, Inc. (the "Registrant") reserved for issuance pursuant to the MAF
Bancorp, Inc. Incentive Compensation Plan (the "Incentive Compensation Plan")
registered hereunder, plus 524,623 shares of MAF Common Stock previously
registered on the Form S-8 Registration Statement filed by the Registrant on May
29, 2001 (Reg. No. 333-61792). The 524,623 shares (as adjusted to reflect all
stock splits and dividends to date) remained available for grant under the MAF
2000 Stock Option Plan and are now available for award under the Incentive
Compensation Plan. No further grants will be made under the 2000 Stock Option
Plan.

         The documents containing the information required by this section,
which also relates to the shares remaining available for award which were
previously registered under the above-referenced Registration Statement, will be
given to those persons, all of whom are employees and directors of Registrant or
its affiliates who participate in the Incentive Compensation Plan. Such
documents are not required to be filed with the Commission as a part of the
Registration Statement or as an Exhibit.


                                       2
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by MAF Bancorp, Inc., a Delaware corporation
("Registrant"), are incorporated in this Registration Statement by reference:

                  (a) Annual Report on Form 10-K for the year ended December 31,
         2002 (File No. 0-18121);

                  (b) Quarterly Reports on Form 10-Q for the quarters ended
         March 31, 2003, June 30, 2003 and September 30, 2003 (File Nos.
         0-18121);

                  (c) Current Reports on Form 8-K dated January 28, 2003, April
         22, 2003, May 21, 2003, July 22, 2003 and July 23, 2003, September 2,
         2003, October 20, 2003, October 24, 2003, and December 1, 2003 (File
         Nos. 0-18121); and

                  (d) The description of the Registrant's Common Stock contained
         in the Registration Statement on Form 8-A, dated November 14, 1989.

         All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, 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
are incorporated by reference in this Registration Statement and are a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
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.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law (the "DGCL") grants
each corporation organized thereunder the powers to indemnify any individual
made party or threatened to be made party to any threatened, pending or
completed action, suit or proceeding because the individual is or was a
director, officer, employee or agent of the corporation, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred with respect to an action, suit or proceeding
if the individual acted in good faith, and the individual reasonably believed:
(a) that the individual's conduct was in the corporation's best interests; (b)
that the individual's conduct was at least not opposed to the corporation's best
interests; and (c) in the case of any criminal proceeding,


                                       3
<PAGE>


that the individual had no reasonable cause to believe the individual's conduct
was unlawful. However, there will be limited or no indemnification for
directors, officers, employees or agents adjudged to be liable to the
corporation where such individuals are parties to any action by or in the right
of the corporation.

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

TENTH:

         a. Each person who was or is made a party or is threatened to be made a
party to or is 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 an
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 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
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, service 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 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 Section A or B of this Article 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 expense of prosecuting or defending such suit. In (i) any suit brought by
the indemnitee to


                                       4
<PAGE>


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 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, or otherwise shall be on the Corporation.

         d. The rights to indemnification and to the advancement of expenses
conferred in this Article 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, by-law, 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
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 with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.

ELEVENTH:

         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 after
approval by the stockholders of this Article to authorize corporate 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 repeal 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.

         The Registrant has purchased $40 million of insurance policies that
insure the Registrant's directors and officers against liability which they may
incur as a result of actions taken in such capacities.


                                       5
<PAGE>


In addition, the Registrant maintains fiduciary liability coverage up to a limit
of $5 million and bankers' professional liability up to a limit of $10 million.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4.1      Restated Certificate of Incorporation of MAF Bancorp, Inc.
                  (incorporated by reference to Exhibit 3.1 to Registrant's
                  Current Report on Form 8-K dated December 19, 2000, File No.
                  0-18121).

         4.2      Amended and Restated By-Laws of MAF Bancorp, Inc.
                  (incorporated by reference to Exhibit 3.2 to Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended September
                  30, 2003, File No. 0-18121).

         5.1      Opinion of Vedder, Price, Kaufman & Kammholz, P.C. regarding
                  legality of the securities.

         23.1     Consent of KPMG LLP.

         23.2     Consent of KPMG LLP.

         24.1     Powers of Attorney (included on the signature pages of the
                  Registration Statement).

         99.1     MAF Bancorp, Inc. Incentive Compensation Plan (incorporated by
                  reference to Exhibit 10.1 to Registrant's Form S-4/A dated
                  October 14, 2003, File No. 0-18121).

ITEM 9.  UNDERTAKINGS.

         (a) The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement
         to include any material information with respect to the plan of
         distribution not previously disclosed in the Registration Statement or
         any material change to such information set forth 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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


                                       6
<PAGE>


         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against policy as expressed in the Act and will be
governed by the final adjudication of such issue.


                                       7
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all 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 Village of Clarendon Hills, State of Illinois, on this
5th day of December, 2003.

                                            MAF BANCORP, INC.


                                            By:  /s/ Allen H. Koranda
                                                 -------------------------------
                                                 Allen H. Koranda
                                                 Chairman of the Board and
                                                 Chief Executive Officer

         We, the undersigned officers and directors of MAF Bancorp, Inc., and
each of us, do hereby constitute and appoint each and any of Allen H. Koranda,
Jerry A. Weberling and Christine Roberg our true and lawful attorney and agent,
with full power of substitution and resubstitution, to do any and all acts and
things in our name and behalf in any and all capacities and to execute any and
all instruments for us in our names in any and all capacities, which attorney
and agent may deem necessary or advisable to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement, including specifically, but without limitation, power
and authority to sign for us or any of us in our names in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereto; and we do hereby ratify and confirm all that said attorney and agent, or
his substitute, shall do or cause to be done by virtue thereof.

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

<TABLE>
<CAPTION>
                 Name                                         Title                                  Date
                 ----                                         -----                                  ----

<S>                                          <C>                                              <C>
/s/ Allen H. Koranda                                Chairman of the Board and                 December 5, 2003
-----------------------------                        Chief Executive Officer
Allen H. Koranda                                   (Principal Executive Officer)


/s/ Kenneth Koranda
-----------------------------                President and Vice Chairman of the Board         December 5, 2003
Kenneth Koranda


/s/ Jerry A. Weberling                              Executive Vice President,                 December 5, 20033
-----------------------------                  Chief Financial Officer and Director
Jerry A. Weberling                                 (Principal Financial Officer)


/s/ Christine Roberg                           First Vice President and Controller            December 5, 2003
-----------------------------                    (Principal Accounting Officer)
Christine Roberg


/s/ Robert Bowles, M.D.
-----------------------------                                Director                         December 5, 2003
Robert Bowles, M.D.


                                       8
<PAGE>


/s/ David C. Burba

-----------------------------                                Director                         December 5, 2003
David C. Burba


/s/ Terry Ekl
-----------------------------                                Director                         December 5, 2003
Terry Ekl


/s/ Harris W. Fawell
-----------------------------                                Director                         December 5, 2003
Harris W. Fawell


/s/ Joe F. Hanauer
-----------------------------                                Director                         December 5, 2003
Joe F. Hanauer


/s/ Barbara L. Lamb
-----------------------------                                Director                         December 5, 2003
Barbara L. Lamb


/s/ Thomas R. Perz
-----------------------------                                Director                         December 5, 2003
Thomas R. Perz


/s/ Raymond Stolarczyk
-----------------------------                                Director                         December 5, 2003
Raymond Stolarczyk


/s/ F. William Trescott
-----------------------------                                Director                         December 5, 2003
F. William Trescott


/s/ Lois B. Vasto
-----------------------------                                Director                         December 5, 2003
Lois B. Vasto


/s/ Andrew J. Zych
-----------------------------                                Director                         December 5, 2003
Andrew J. Zych

</TABLE>


                                       9
<PAGE>


                                INDEX TO EXHIBITS

       EXHIBIT
        NUMBER                        DESCRIPTION OF EXHIBIT
        ------                        ----------------------

         4.1      Restated Certificate of Incorporation of MAF Bancorp, Inc.
                  (incorporated by reference to Exhibit 3.1 to Registrant's
                  Current Report on Form 8-K dated December 19, 2000, File No.
                  0-18121).

         4.2      Amended and Restated By-Laws of MAF Bancorp, Inc.
                  (incorporated by reference to Exhibit 3.2 to Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended September
                  30, 2003, File No. 0-18121).

         5.1      Opinion of Vedder, Price, Kaufman & Kammholz, P.C. regarding
                  legality of the securities.

         23.1     Consent of KPMG LLP.

         23.2     Consent of KPMG LLP.

         24.1     Powers of Attorney (included on the signature pages of the
                  Registration Statement).

         99.1     MAF Bancorp, Inc. Incentive Compensation Plan (incorporated by
                  reference to Exhibit 10.1 to Registrant's Form S-4/A dated
                  October 14, 2003, File No. 0-18121).
[{"type": "S-8", "sequence": "1", "filename": "fs8_120303.txt", "description": "FORM S-8", "secsgml_size_bytes": 28319}]
{"company-data": {"conformed-name": "MAF BANCORP INC", "cik": "0000854662", "assigned-sic": "6035", "irs-number": "363664868", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110990", "film-number": "031041131"}, "business-address": {"street1": "55TH ST & HOLMES AVE", "city": "CLARENDON HILLS", "state": "IL", "zip": "60514", "phone": "6303257300"}, "mail-address": {"street1": "55TH STREET & HOLMES AVENUE", "city": "CLARENDON HILLS", "state": "IL", "zip": "60514"}}
As filed with the Securities and Exchange Commission on December 5, 2003
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ___________

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      Under
                           THE SECURITIES ACT OF 1933
                                   ___________
                                MAF BANCORP, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                       36-3664868
     (State or Other Jurisdiction                          (I.R.S. Employer
   of Incorporation or Organization)                      Identification No.)
                                  55TH & HOLMES
                         CLARENDON HILLS, ILLINOIS 60514
    (Address, including zip code of registrant's principal executive office)
                           __________________________

                  MAF BANCORP, INC. INCENTIVE COMPENSATION PLAN
                            (Full title of the plans)
                                   ___________

                                 MICHAEL JANSSEN
                                MAF BANCORP, INC.
                                  55TH & HOLMES
                         CLARENDON HILLS, ILLINOIS 60514
                                 (630) 986-7544
 (Name, address and telephone number, including area code, of agent for service)
                                   Copies to:
                             JENNIFER R. EVANS, ESQ.
                             ROBYN B. GOLDMAN, ESQ.
                     VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C.
                            222 NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60601
                                 (312) 609-7500
                                   ___________

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
     TITLE OF SECURITIES          AMOUNT TO            PROPOSED MAXIMUM                PROPOSED MAXIMUM            AMOUNT OF
       TO BE REGISTERED         BE REGISTERED     OFFERING PRICE PER SHARE(2)     AGGREGATE OFFERING PRICE(2) REGISTRATION FEE(2)(3)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01       800,000                  $44.15                         $35,320,000              $2,858
per share(1)
====================================================================================================================================
(1)     Together with an indeterminate number of additional shares which may be
        necessary to adjust the number of shares offered pursuant to the plans
        as a result of a stock split, stock dividend or similar adjustment of
        the outstanding Common Stock pursuant to Rule 416(a).
(2)     Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
        the proposed maximum offering price per share and the registration fee
        have been estimated based on the average of the high and low sales
        prices for the Common Stock on the Nasdaq National Market of $44.60 and
        $43.70 on December 2, 2003
(3)     An aggregate of 524,623 shares (as adjusted to reflect all stock splits
        and dividends to date) are being carried forward from those shares
        previously registered by Form S-8 Registration Statement (Reg. No.
        333-61792). A registration fee has been previously paid with respect to
        these shares registered in that filing. The previously registered
        shares being carried forward together with the shares being registered
        hereby represent the total number of shares reserved for issuance under
        the Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Explanatory Note: The Section 10(a) Prospectus required by this Part
relates to the 800,000 shares of Common Stock, $0.01 par value per share, of MAF
Bancorp, Inc. (the "Registrant") reserved for issuance pursuant to the MAF
Bancorp, Inc. Incentive Compensation Plan (the "Incentive Compensation Plan")
registered hereunder, plus 524,623 shares of MAF Common Stock previously
registered on the Form S-8 Registration Statement filed by the Registrant on May
29, 2001 (Reg. No. 333-61792). The 524,623 shares (as adjusted to reflect all
stock splits and dividends to date) remained available for grant under the MAF
2000 Stock Option Plan and are now available for award under the Incentive
Compensation Plan. No further grants will be made under the 2000 Stock Option
Plan.

         The documents containing the information required by this section,
which also relates to the shares remaining available for award which were
previously registered under the above-referenced Registration Statement, will be
given to those persons, all of whom are employees and directors of Registrant or
its affiliates who participate in the Incentive Compensation Plan. Such
documents are not required to be filed with the Commission as a part of the
Registration Statement or as an Exhibit.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by MAF Bancorp, Inc., a Delaware corporation
("Registrant"), are incorporated in this Registration Statement by reference:

                  (a) Annual Report on Form 10-K for the year ended December 31,
         2002 (File No. 0-18121);

                  (b) Quarterly Reports on Form 10-Q for the quarters ended
         March 31, 2003, June 30, 2003 and September 30, 2003 (File Nos.
         0-18121);

                  (c) Current Reports on Form 8-K dated January 28, 2003, April
         22, 2003, May 21, 2003, July 22, 2003 and July 23, 2003, September 2,
         2003, October 20, 2003, October 24, 2003, and December 1, 2003 (File
         Nos. 0-18121); and

                  (d) The description of the Registrant's Common Stock contained
         in the Registration Statement on Form 8-A, dated November 14, 1989.

         All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, 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
are incorporated by reference in this Registration Statement and are a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
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.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law (the "DGCL") grants
each corporation organized thereunder the powers to indemnify any individual
made party or threatened to be made party to any threatened, pending or
completed action, suit or proceeding because the individual is or was a
director, officer, employee or agent of the corporation, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred with respect to an action, suit or proceeding
if the individual acted in good faith, and the individual reasonably believed:
(a) that the individual's conduct was in the corporation's best interests; (b)
that the individual's conduct was at least not opposed to the corporation's best
interests; and (c) in the case of any criminal proceeding,

                                       3
that the individual had no reasonable cause to believe the individual's conduct
was unlawful. However, there will be limited or no indemnification for
directors, officers, employees or agents adjudged to be liable to the
corporation where such individuals are parties to any action by or in the right
of the corporation.

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

TENTH:

         a. Each person who was or is made a party or is threatened to be made a
party to or is 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 an
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 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
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, service 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 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 Section A or B of this Article 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 expense of prosecuting or defending such suit. In (i) any suit brought by
the indemnitee to

                                       4
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 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, or otherwise shall be on the Corporation.

         d. The rights to indemnification and to the advancement of expenses
conferred in this Article 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, by-law, 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
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 with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.

ELEVENTH:

         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 after
approval by the stockholders of this Article to authorize corporate 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 repeal 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.

         The Registrant has purchased $40 million of insurance policies that
insure the Registrant's directors and officers against liability which they may
incur as a result of actions taken in such capacities.

                                       5
In addition, the Registrant maintains fiduciary liability coverage up to a limit
of $5 million and bankers' professional liability up to a limit of $10 million.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4.1      Restated Certificate of Incorporation of MAF Bancorp, Inc.
                  (incorporated by reference to Exhibit 3.1 to Registrant's
                  Current Report on Form 8-K dated December 19, 2000, File No.
                  0-18121).

         4.2      Amended and Restated By-Laws of MAF Bancorp, Inc.
                  (incorporated by reference to Exhibit 3.2 to Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended September
                  30, 2003, File No. 0-18121).

         5.1      Opinion of Vedder, Price, Kaufman & Kammholz, P.C. regarding
                  legality of the securities.

         23.1     Consent of KPMG LLP.

         23.2     Consent of KPMG LLP.

         24.1     Powers of Attorney (included on the signature pages of the
                  Registration Statement).

         99.1     MAF Bancorp, Inc. Incentive Compensation Plan (incorporated by
                  reference to Exhibit 10.1 to Registrant's Form S-4/A dated
                  October 14, 2003, File No. 0-18121).

ITEM 9.  UNDERTAKINGS.

         (a) The undersigned registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement
         to include any material information with respect to the plan of
         distribution not previously disclosed in the Registration Statement or
         any material change to such information set forth 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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                       6
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against policy as expressed in the Act and will be
governed by the final adjudication of such issue.

                                       7
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all 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 Village of Clarendon Hills, State of Illinois, on this
5th day of December, 2003.

                                            MAF BANCORP, INC.

                                            By:  /s/ Allen H. Koranda
                                                 -------------------------------
                                                 Allen H. Koranda
                                                 Chairman of the Board and
                                                 Chief Executive Officer

         We, the undersigned officers and directors of MAF Bancorp, Inc., and
each of us, do hereby constitute and appoint each and any of Allen H. Koranda,
Jerry A. Weberling and Christine Roberg our true and lawful attorney and agent,
with full power of substitution and resubstitution, to do any and all acts and
things in our name and behalf in any and all capacities and to execute any and
all instruments for us in our names in any and all capacities, which attorney
and agent may deem necessary or advisable to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement, including specifically, but without limitation, power
and authority to sign for us or any of us in our names in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereto; and we do hereby ratify and confirm all that said attorney and agent, or
his substitute, shall do or cause to be done by virtue thereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Name                                         Title                                  Date
                 ----                                         -----                                  ----
/s/ Allen H. Koranda                                Chairman of the Board and                 December 5, 2003
-----------------------------                        Chief Executive Officer
Allen H. Koranda                                   (Principal Executive Officer)

/s/ Kenneth Koranda
-----------------------------                President and Vice Chairman of the Board         December 5, 2003
Kenneth Koranda

/s/ Jerry A. Weberling                              Executive Vice President,                 December 5, 20033
-----------------------------                  Chief Financial Officer and Director
Jerry A. Weberling                                 (Principal Financial Officer)

/s/ Christine Roberg                           First Vice President and Controller            December 5, 2003
-----------------------------                    (Principal Accounting Officer)
Christine Roberg

/s/ Robert Bowles, M.D.
-----------------------------                                Director                         December 5, 2003
Robert Bowles, M.D.

                                       8
/s/ David C. Burba

-----------------------------                                Director                         December 5, 2003
David C. Burba

/s/ Terry Ekl
-----------------------------                                Director                         December 5, 2003
Terry Ekl

/s/ Harris W. Fawell
-----------------------------                                Director                         December 5, 2003
Harris W. Fawell

/s/ Joe F. Hanauer
-----------------------------                                Director                         December 5, 2003
Joe F. Hanauer

/s/ Barbara L. Lamb
-----------------------------                                Director                         December 5, 2003
Barbara L. Lamb

/s/ Thomas R. Perz
-----------------------------                                Director                         December 5, 2003
Thomas R. Perz

/s/ Raymond Stolarczyk
-----------------------------                                Director                         December 5, 2003
Raymond Stolarczyk

/s/ F. William Trescott
-----------------------------                                Director                         December 5, 2003
F. William Trescott

/s/ Lois B. Vasto
-----------------------------                                Director                         December 5, 2003
Lois B. Vasto

/s/ Andrew J. Zych
-----------------------------                                Director                         December 5, 2003
Andrew J. Zych
9
INDEX TO EXHIBITS

       EXHIBIT
        NUMBER                        DESCRIPTION OF EXHIBIT
        ------                        ----------------------

         4.1      Restated Certificate of Incorporation of MAF Bancorp, Inc.
                  (incorporated by reference to Exhibit 3.1 to Registrant's
                  Current Report on Form 8-K dated December 19, 2000, File No.
                  0-18121).

         4.2      Amended and Restated By-Laws of MAF Bancorp, Inc.
                  (incorporated by reference to Exhibit 3.2 to Registrant's
                  Quarterly Report on Form 10-Q for the quarter ended September
                  30, 2003, File No. 0-18121).

         5.1      Opinion of Vedder, Price, Kaufman & Kammholz, P.C. regarding
                  legality of the securities.

         23.1     Consent of KPMG LLP.

         23.2     Consent of KPMG LLP.

         24.1     Powers of Attorney (included on the signature pages of the
                  Registration Statement).

         99.1     MAF Bancorp, Inc. Incentive Compensation Plan (incorporated by
                  reference to Exhibit 10.1 to Registrant's Form S-4/A dated
                  October 14, 2003, File No. 0-18121).