As filed with the Securities and Exchange Commission on February 28, 2002
                                                           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)
                           __________________________

                              MIDAMERICA BANK, FSB
                         EMPLOYEES' PROFIT SHARING PLAN
                            (Full title of the plan)
                                   ___________

                                 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.
                        VEDDER, PRICE, KAUFMAN & KAMMHOLZ
                            222 NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60601
                                 (312) 609-7500
                                   ___________

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================

                                                                                                                      AMOUNT OF
     TITLE OF SECURITIES          AMOUNT TO            PROPOSED MAXIMUM                PROPOSED MAXIMUM             REGISTRATION
       TO BE REGISTERED         BE REGISTERED     OFFERING PRICE PER SHARE(3)      AGGREGATE OFFERING PRICE           FEE(3)(4)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                      <C>                           <C>                          <C>
Common Stock, par value $.01
per share(1)(2)                    200,000                  $31.43                        $6,286,000                   $579.00
====================================================================================================================================
<FN>
(1)     Together with an indeterminate number of additional shares which may be
        necessary to adjust the number of shares offered pursuant to the
        MidAmerica Bank, fsb Employees' Profit Sharing Plan as a result of a
        stock split, stock dividend or similar adjustment of the outstanding
        Common Stock pursuant to Rule 416(a).
(2)     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
        as amended, this registration statement also covers an indeterminate
        amount of interests to be offered or sold pursuant to the employee
        benefit plan described herein.
(3)     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 on February
        26, 2002.
(4)     An aggregate of 763 shares (as adjusted to reflect all stock splits and
        dividends to date) are being carried forward from those shares
        previously registered by a Registration Statement on Form S-8 (File No.
        333-65655). A registration fee was already paid with respect to the
        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

         This Registration Statement relates to the registration of 200,000
shares of Common Stock, $.01 par value per share, of MAF Bancorp, Inc. (the
"Registrant") to be offered from time to time pursuant to the MidAmerica Bank,
fsb Employees' Profit Sharing Plan, as amended (the "Plan"). The Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the Plan. Pursuant to the Form S-8 Registration Statement filed by
the Registrant on October 14, 1998, 763 previously registered shares of Common
Stock remain available for offer and sale under the Plan. The contents of that
Registration Statement (File No. 333-65655) are incorporated herein by reference
pursuant to General Instruction E for the Form S-8.

         The documents containing the information required by this section will
be given to those persons, all of whom are employees of MidAmerica Bank, fsb, a
wholly-owned subsidiary of Registrant, who participate in the 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, 2000 (File No. 0-18121);

                  (b)      The MidAmerica Bank, fsb Employees' Profit Sharing
         Plan Annual Report on Form 11-K (File No. 0-18121) for the year ended
         December 31, 2000, filed pursuant to Section 15(d) of the Securities
         Exchange Act of 1934, as amended;

                  (c)      Quarterly Reports on Form 10-Q for the quarters ended
         March 31, 2001, June 30, 2001 and September 30, 2001 (File Nos.
         0-18121);

                  (d)      Current Reports on Form 8-K dated January 25, 2001,
         April 18, 2001, July 5, 2001, July 19, 2001, September 17, 2001,
         October 18, 2001, December 3, 2001, January 28, 2002 and February 25,
         2002 (File Nos. 0-18121); and

                  (e)      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 Section 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.

         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:


                                       3
<PAGE>


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 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


                                       4
<PAGE>


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 Delaware General Corporation Law provides for indemnification of
officers, directors, employees and agents as follows:

         145      INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE:

                  (a)      A corporation shall have power to indemnify any
         person who was or is a party or is threatened to be made a party to any
         threatened, pending or completed action, suit or proceeding, whether
         civil, criminal, administrative or investigative (other than an action
         by or in the right of the corporation) by reason of the fact that the
         person is or was a director, officer, employee or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or


                                       5
<PAGE>


         other enterprise, against expenses (including attorneys' fees),
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by the person in connection with such action, suit or
         proceeding if the person acted in good faith and in a manner the person
         reasonably believed to be in or not opposed to the best interests of
         the corporation, and, with respect to any criminal action or
         proceeding, had no reasonable cause to believe the person's conduct was
         unlawful. The termination of any action, suit or proceeding by
         judgment, order, settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, of itself, create a
         presumption that the person did not act in good faith and in a manner
         which the person reasonably believed to be in or not opposed to the
         best interests of the corporation, and, with respect to any criminal
         action or proceeding, had reasonable cause to believe that the person's
         conduct was unlawful.

                  (b)      A corporation shall have power to indemnify any
         person who was or is a party or is threatened to be made a party to any
         threatened, pending or completed action or suit by or in the right of
         the corporation to procure a judgment in its favor by reason of the
         fact that the person is or was a director, officer, employee or agent
         of the corporation, or is or was serving at the request of the
         corporation as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise
         against expenses (including attorneys' fees) actually and reasonably
         incurred by the person in connection with the defense or settlement of
         such action or suit if the person acted in good faith and in a manner
         the person reasonably believed to be in or not opposed to the best
         interests of the corporation and except that no indemnification shall
         be made in respect of any claim, issue or matter as to which such
         person shall have been adjudged to be liable to the corporation unless
         and only to the extent that the Court of Chancery or the court in which
         such action or suit was brought shall determine upon application that,
         despite the adjudication of liability but in view of all the
         circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which the Court of Chancery or
         such other court shall deem proper.

                  (c)      To the extent that a present or former director or
         officer of a corporation has been successful on the merits or otherwise
         in defense of any action, suit or proceeding referred to in subsections
         (a) and (b) of this section, or in defense of any claim, issue or
         matter therein, such person shall be indemnified against expenses
         (including attorneys' fees) actually and reasonably incurred by such
         person in connection therewith.

                  (d)      Any indemnification under subsections (a) and (b) of
         this section (unless ordered by a court) shall be made by the
         corporation only as authorized in the specific case upon a
         determination that indemnification of the present or former director,
         officer, employee or agent is proper in the circumstances because the
         person has met the applicable standard of conduct set forth in
         subsections (a) and (b) of this section. Such determination shall be
         made, with respect to a person who is a director or officer at the time
         of such determination, (1) by a majority vote of the directors who are
         not parties to such action, suit or proceeding, even though less than a
         quorum, or (2) by a committee of such directors designated by majority
         vote of such directors, even though less than a quorum, or (3) if there
         are no such directors, or if such directors so direct, by independent
         legal counsel in a written opinion, or (4) by the stockholders.

                  (e)      Expenses (including attorneys' fees) incurred by an
         officer or director in defending any civil, criminal, administrative or
         investigative action, suit or proceeding may be paid by the corporation
         in advance of the final disposition of such action, suit or proceeding
         upon receipt of an undertaking by or on behalf of such director or
         officer to repay such amount if it shall ultimately be determined that
         such person is not entitled to be indemnified by the corporation as
         authorized in this section. Such expenses (including attorneys' fees)
         incurred by


                                       6
<PAGE>


         former directors and officers or other employees and agents may be so
         paid upon such terms and conditions, if any, as the corporation deems
         appropriate.

                  (f)      The indemnification and advancement of expenses
         provided by, or granted pursuant to, the other subsections of this
         section shall not be deemed exclusive of any other rights to which
         those seeking indemnification or advancement of expenses may be
         entitled under any bylaw, agreement, vote of stockholders or
         disinterested directors or otherwise, both as to action in such
         person's official capacity and as to action in another capacity while
         holding such office.

                  (g)      A corporation shall have power to purchase and
         maintain insurance on behalf of any person who is or was a director,
         officer, employee or agent of the corporation, or is or was serving at
         the request of the corporation as a director, officer, employee or
         agent of another corporation, partnership, joint venture, trust or
         other enterprise against any liability asserted against such person and
         incurred by such person in any such capacity, or arising out of such
         person's status as such, whether or not the corporation would have the
         power to indemnify such person against such liability under this
         section.

                  (h)      For purposes of this section, references to "the
         corporation" shall include, in addition to the resulting corporation,
         any constituent corporation (including any constituent of a
         constituent) absorbed in a consolidation or merger which, if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was director, officer, employee or agent of such
         constituent corporation, or is or was serving at the request of such
         constituent corporation as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other
         enterprise, shall stand in the same position under this section with
         respect to the resulting or surviving corporation as such person would
         have with respect to such constituent corporation if its separate
         existence had continued.

                  (i)      For purposes of this section, references to "other
         enterprises" shall include employee benefit plans; references to
         "fines" shall include any excise taxes assessed on a person with
         respect to any employee benefit plan; and references to "serving at the
         request of the corporation" shall include any service as a director,
         officer, employee or agent of the corporation which imposes duties on,
         or involves services by, such director, officer, employee, or agent
         with respect to an employee benefit plan, its participants or
         beneficiaries; and a person who acted in good faith and in a manner
         such person reasonably believed to be in the interest of the
         participants and beneficiaries of an employee benefit plan shall be
         deemed to have acted in a manner "not opposed to the best interests of
         the corporation" as referred to in this section.

                  (j)      The indemnification and advancement of expenses
         provided by, or granted pursuant to, this section shall, unless
         otherwise provided when authorized or ratified, continue as to a person
         who has ceased to be a director, officer, employee or agent and shall
         inure to the benefit of the heirs, executors and administrators of such
         a person.

                  (k)      The Court of Chancery is hereby vested with exclusive
         jurisdiction to hear and determine all actions for advancement of
         expenses or indemnification brought under this section or under any
         bylaw, agreement, vote of stockholders or disinterested directors, or
         otherwise. The Court of Chancery may summarily determine a
         corporation's obligation to advance expenses (including attorneys'
         fees). (Last amended by Ch. 120, L. '97, eff. 7-1-97.)

         The Registrant has purchased $25 million in insurance policies which
insure the Registrant's directors and officers against liability which they may
incur as a result of actions taken in such capacities.


                                       7
<PAGE>


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

         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.

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 March 31,
                  2001, File No. 0-18121).

         4.3      MidAmerica Bank, fsb Employees' Profit Sharing Plan, as
                  amended.

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

         23.1     Consent of KPMG LLP.

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

         The Registrant hereby undertakes that it will submit or has submitted
the Plan and any amendments thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make or has made all changes required by the IRS in order
to qualify the Plan.

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 and each filing of the Plan's
annual


                                       8
<PAGE>


report pursuant to 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.

         (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.


                                       9
<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
28th day of February, 2002.

                                       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 Michael Janssen 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       February 28, 2002
------------------------        Chief Executive Officer
Allen H. Koranda             (Principal Executive Officer)

/s/ Kenneth Koranda              President and Director        February 28, 2002
------------------------
Kenneth Koranda

/s/ Jerry A. Weberling          Executive Vice President,      February 28, 2002
------------------------ Chief Financial Officer and Director
Jerry A. Weberling            (Principal Financial Officer)

/s/ Christine Roberg      First Vice President and Controller  February 28, 2002
------------------------      (Principal Accounting Officer)
Christine Roberg

/s/ Robert Bowles, M.D.                Director                February 28, 2002
------------------------
Robert Bowles, M.D.


                                       10
<PAGE>


          Name                          Title                        Date
          ----                          -----                        ----

/s/ David C. Burba                     Director                February 28, 2002
------------------------
David C. Burba

/s/ Terry Ekl                          Director                February 28, 2002
------------------------
Terry Ekl

/s/ Joe F. Hanauer                     Director                February 28, 2002
------------------------
Joe F. Hanauer

/s/ Henry Smogolski                    Director                February 28, 2002
------------------------
Henry Smogolski

/s/ F. William Trescott                Director                February 28, 2002
------------------------
F. William Trescott

/s/ Lois B. Vasto                      Director                February 28, 2002
------------------------
Lois B. Vasto

/s/ Andrew J. Zych                     Director                February 28, 2002
------------------------
Andrew J. Zych


                                       11
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Plan Administrator 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 February 28, 2002.

                                       MIDAMERICA BANK, FSB
                                       EMPLOYEES' PROFIT SHARING PLAN


            Name                                        Title
            ----                                        -----

/s/ Michael Janssen
-----------------------------------          Administrative Committee Member
Michael Janssen

/s/ David W. Kohlsaat
-----------------------------------          Administrative Committee Member
David W. Kohlsaat

/s/ Jerry A. Weberling
-----------------------------------          Administrative Committee Member
Jerry A. Weberling


                                       12
<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 March 31,
                  2001, File No. 0-18121).

         4.3      MidAmerica Bank, fsb Employees' Profit Sharing Plan, as
                  amended.

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

         23.1     Consent of KPMG LLP.

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


                                       13
[{"type": "S-8", "sequence": "1", "filename": "fs8_013002.txt", "description": "FORM S-8", "secsgml_size_bytes": 38551}]
{"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": "333-83534", "film-number": "02562349"}, "business-address": {"street1": "55TH ST & HOLMES AVE", "city": "CLARENDON HILLS", "state": "IL", "zip": "60514", "phone": "6303257300"}, "mail-address": {"street1": "55TH STREET & HOLMES AVENUE", "street2": "55TH STREET & HOLMES AVENUE", "city": "CLARENDON HILLS", "state": "IL", "zip": "60514"}}
As filed with the Securities and Exchange Commission on February 28, 2002
                                                           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)
                           __________________________

                              MIDAMERICA BANK, FSB
                         EMPLOYEES' PROFIT SHARING PLAN
                            (Full title of the plan)
                                   ___________

                                 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.
                        VEDDER, PRICE, KAUFMAN & KAMMHOLZ
                            222 NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60601
                                 (312) 609-7500
                                   ___________

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================

                                                                                                                      AMOUNT OF
     TITLE OF SECURITIES          AMOUNT TO            PROPOSED MAXIMUM                PROPOSED MAXIMUM             REGISTRATION
       TO BE REGISTERED         BE REGISTERED     OFFERING PRICE PER SHARE(3)      AGGREGATE OFFERING PRICE           FEE(3)(4)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01
per share(1)(2)                    200,000                  $31.43                        $6,286,000                   $579.00
====================================================================================================================================
(1)     Together with an indeterminate number of additional shares which may be
        necessary to adjust the number of shares offered pursuant to the
        MidAmerica Bank, fsb Employees' Profit Sharing Plan as a result of a
        stock split, stock dividend or similar adjustment of the outstanding
        Common Stock pursuant to Rule 416(a).
(2)     In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
        as amended, this registration statement also covers an indeterminate
        amount of interests to be offered or sold pursuant to the employee
        benefit plan described herein.
(3)     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 on February
        26, 2002.
(4)     An aggregate of 763 shares (as adjusted to reflect all stock splits and
        dividends to date) are being carried forward from those shares
        previously registered by a Registration Statement on Form S-8 (File No.
        333-65655). A registration fee was already paid with respect to the
        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

         This Registration Statement relates to the registration of 200,000
shares of Common Stock, $.01 par value per share, of MAF Bancorp, Inc. (the
"Registrant") to be offered from time to time pursuant to the MidAmerica Bank,
fsb Employees' Profit Sharing Plan, as amended (the "Plan"). The Registration
Statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the Plan. Pursuant to the Form S-8 Registration Statement filed by
the Registrant on October 14, 1998, 763 previously registered shares of Common
Stock remain available for offer and sale under the Plan. The contents of that
Registration Statement (File No. 333-65655) are incorporated herein by reference
pursuant to General Instruction E for the Form S-8.

         The documents containing the information required by this section will
be given to those persons, all of whom are employees of MidAmerica Bank, fsb, a
wholly-owned subsidiary of Registrant, who participate in the 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, 2000 (File No. 0-18121);

                  (b)      The MidAmerica Bank, fsb Employees' Profit Sharing
         Plan Annual Report on Form 11-K (File No. 0-18121) for the year ended
         December 31, 2000, filed pursuant to Section 15(d) of the Securities
         Exchange Act of 1934, as amended;

                  (c)      Quarterly Reports on Form 10-Q for the quarters ended
         March 31, 2001, June 30, 2001 and September 30, 2001 (File Nos.
         0-18121);

                  (d)      Current Reports on Form 8-K dated January 25, 2001,
         April 18, 2001, July 5, 2001, July 19, 2001, September 17, 2001,
         October 18, 2001, December 3, 2001, January 28, 2002 and February 25,
         2002 (File Nos. 0-18121); and

                  (e)      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 Section 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.

         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:

                                       3
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 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

                                       4
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 Delaware General Corporation Law provides for indemnification of
officers, directors, employees and agents as follows:

         145      INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS;
INSURANCE:

                  (a)      A corporation shall have power to indemnify any
         person who was or is a party or is threatened to be made a party to any
         threatened, pending or completed action, suit or proceeding, whether
         civil, criminal, administrative or investigative (other than an action
         by or in the right of the corporation) by reason of the fact that the
         person is or was a director, officer, employee or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, officer, employee or agent of another corporation,
         partnership, joint venture, trust or

                                       5
other enterprise, against expenses (including attorneys' fees),
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred by the person in connection with such action, suit or
         proceeding if the person acted in good faith and in a manner the person
         reasonably believed to be in or not opposed to the best interests of
         the corporation, and, with respect to any criminal action or
         proceeding, had no reasonable cause to believe the person's conduct was
         unlawful. The termination of any action, suit or proceeding by
         judgment, order, settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, of itself, create a
         presumption that the person did not act in good faith and in a manner
         which the person reasonably believed to be in or not opposed to the
         best interests of the corporation, and, with respect to any criminal
         action or proceeding, had reasonable cause to believe that the person's
         conduct was unlawful.

                  (b)      A corporation shall have power to indemnify any
         person who was or is a party or is threatened to be made a party to any
         threatened, pending or completed action or suit by or in the right of
         the corporation to procure a judgment in its favor by reason of the
         fact that the person is or was a director, officer, employee or agent
         of the corporation, or is or was serving at the request of the
         corporation as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise
         against expenses (including attorneys' fees) actually and reasonably
         incurred by the person in connection with the defense or settlement of
         such action or suit if the person acted in good faith and in a manner
         the person reasonably believed to be in or not opposed to the best
         interests of the corporation and except that no indemnification shall
         be made in respect of any claim, issue or matter as to which such
         person shall have been adjudged to be liable to the corporation unless
         and only to the extent that the Court of Chancery or the court in which
         such action or suit was brought shall determine upon application that,
         despite the adjudication of liability but in view of all the
         circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which the Court of Chancery or
         such other court shall deem proper.

                  (c)      To the extent that a present or former director or
         officer of a corporation has been successful on the merits or otherwise
         in defense of any action, suit or proceeding referred to in subsections
         (a) and (b) of this section, or in defense of any claim, issue or
         matter therein, such person shall be indemnified against expenses
         (including attorneys' fees) actually and reasonably incurred by such
         person in connection therewith.

                  (d)      Any indemnification under subsections (a) and (b) of
         this section (unless ordered by a court) shall be made by the
         corporation only as authorized in the specific case upon a
         determination that indemnification of the present or former director,
         officer, employee or agent is proper in the circumstances because the
         person has met the applicable standard of conduct set forth in
         subsections (a) and (b) of this section. Such determination shall be
         made, with respect to a person who is a director or officer at the time
         of such determination, (1) by a majority vote of the directors who are
         not parties to such action, suit or proceeding, even though less than a
         quorum, or (2) by a committee of such directors designated by majority
         vote of such directors, even though less than a quorum, or (3) if there
         are no such directors, or if such directors so direct, by independent
         legal counsel in a written opinion, or (4) by the stockholders.

                  (e)      Expenses (including attorneys' fees) incurred by an
         officer or director in defending any civil, criminal, administrative or
         investigative action, suit or proceeding may be paid by the corporation
         in advance of the final disposition of such action, suit or proceeding
         upon receipt of an undertaking by or on behalf of such director or
         officer to repay such amount if it shall ultimately be determined that
         such person is not entitled to be indemnified by the corporation as
         authorized in this section. Such expenses (including attorneys' fees)
         incurred by

                                       6
former directors and officers or other employees and agents may be so
         paid upon such terms and conditions, if any, as the corporation deems
         appropriate.

                  (f)      The indemnification and advancement of expenses
         provided by, or granted pursuant to, the other subsections of this
         section shall not be deemed exclusive of any other rights to which
         those seeking indemnification or advancement of expenses may be
         entitled under any bylaw, agreement, vote of stockholders or
         disinterested directors or otherwise, both as to action in such
         person's official capacity and as to action in another capacity while
         holding such office.

                  (g)      A corporation shall have power to purchase and
         maintain insurance on behalf of any person who is or was a director,
         officer, employee or agent of the corporation, or is or was serving at
         the request of the corporation as a director, officer, employee or
         agent of another corporation, partnership, joint venture, trust or
         other enterprise against any liability asserted against such person and
         incurred by such person in any such capacity, or arising out of such
         person's status as such, whether or not the corporation would have the
         power to indemnify such person against such liability under this
         section.

                  (h)      For purposes of this section, references to "the
         corporation" shall include, in addition to the resulting corporation,
         any constituent corporation (including any constituent of a
         constituent) absorbed in a consolidation or merger which, if its
         separate existence had continued, would have had power and authority to
         indemnify its directors, officers, and employees or agents, so that any
         person who is or was director, officer, employee or agent of such
         constituent corporation, or is or was serving at the request of such
         constituent corporation as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other
         enterprise, shall stand in the same position under this section with
         respect to the resulting or surviving corporation as such person would
         have with respect to such constituent corporation if its separate
         existence had continued.

                  (i)      For purposes of this section, references to "other
         enterprises" shall include employee benefit plans; references to
         "fines" shall include any excise taxes assessed on a person with
         respect to any employee benefit plan; and references to "serving at the
         request of the corporation" shall include any service as a director,
         officer, employee or agent of the corporation which imposes duties on,
         or involves services by, such director, officer, employee, or agent
         with respect to an employee benefit plan, its participants or
         beneficiaries; and a person who acted in good faith and in a manner
         such person reasonably believed to be in the interest of the
         participants and beneficiaries of an employee benefit plan shall be
         deemed to have acted in a manner "not opposed to the best interests of
         the corporation" as referred to in this section.

                  (j)      The indemnification and advancement of expenses
         provided by, or granted pursuant to, this section shall, unless
         otherwise provided when authorized or ratified, continue as to a person
         who has ceased to be a director, officer, employee or agent and shall
         inure to the benefit of the heirs, executors and administrators of such
         a person.

                  (k)      The Court of Chancery is hereby vested with exclusive
         jurisdiction to hear and determine all actions for advancement of
         expenses or indemnification brought under this section or under any
         bylaw, agreement, vote of stockholders or disinterested directors, or
         otherwise. The Court of Chancery may summarily determine a
         corporation's obligation to advance expenses (including attorneys'
         fees). (Last amended by Ch. 120, L. '97, eff. 7-1-97.)

         The Registrant has purchased $25 million in insurance policies which
insure the Registrant's directors and officers against liability which they may
incur as a result of actions taken in such capacities.

                                       7
In addition, the Registrant maintains fiduciary liability coverage up to a $5
million limit and Bankers Professional liability coverage up to a limit of $10
million.

         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.

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 March 31,
                  2001, File No. 0-18121).

         4.3      MidAmerica Bank, fsb Employees' Profit Sharing Plan, as
                  amended.

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

         23.1     Consent of KPMG LLP.

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

         The Registrant hereby undertakes that it will submit or has submitted
the Plan and any amendments thereto to the Internal Revenue Service ("IRS") in a
timely manner and will make or has made all changes required by the IRS in order
to qualify the Plan.

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 and each filing of the Plan's
annual

                                       8
report pursuant to 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.

         (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.

                                       9
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
28th day of February, 2002.

                                       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 Michael Janssen 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       February 28, 2002
------------------------        Chief Executive Officer
Allen H. Koranda             (Principal Executive Officer)

/s/ Kenneth Koranda              President and Director        February 28, 2002
------------------------
Kenneth Koranda

/s/ Jerry A. Weberling          Executive Vice President,      February 28, 2002
------------------------ Chief Financial Officer and Director
Jerry A. Weberling            (Principal Financial Officer)

/s/ Christine Roberg      First Vice President and Controller  February 28, 2002
------------------------      (Principal Accounting Officer)
Christine Roberg

/s/ Robert Bowles, M.D.                Director                February 28, 2002
------------------------
Robert Bowles, M.D.

                                       10
Name                          Title                        Date
          ----                          -----                        ----

/s/ David C. Burba                     Director                February 28, 2002
------------------------
David C. Burba

/s/ Terry Ekl                          Director                February 28, 2002
------------------------
Terry Ekl

/s/ Joe F. Hanauer                     Director                February 28, 2002
------------------------
Joe F. Hanauer

/s/ Henry Smogolski                    Director                February 28, 2002
------------------------
Henry Smogolski

/s/ F. William Trescott                Director                February 28, 2002
------------------------
F. William Trescott

/s/ Lois B. Vasto                      Director                February 28, 2002
------------------------
Lois B. Vasto

/s/ Andrew J. Zych                     Director                February 28, 2002
------------------------
Andrew J. Zych

                                       11
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Plan Administrator 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 February 28, 2002.

                                       MIDAMERICA BANK, FSB
                                       EMPLOYEES' PROFIT SHARING PLAN

            Name                                        Title
            ----                                        -----

/s/ Michael Janssen
-----------------------------------          Administrative Committee Member
Michael Janssen

/s/ David W. Kohlsaat
-----------------------------------          Administrative Committee Member
David W. Kohlsaat

/s/ Jerry A. Weberling
-----------------------------------          Administrative Committee Member
Jerry A. Weberling

                                       12
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 March 31,
                  2001, File No. 0-18121).

         4.3      MidAmerica Bank, fsb Employees' Profit Sharing Plan, as
                  amended.

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

         23.1     Consent of KPMG LLP.

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

                                       13