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

<P ALIGN=RIGHT><FONT SIZE="-1">Registration No. 333-<STRONG>[___]</STRONG>            </FONT><HR NOSHADE SIZE=5>
<FONT SIZE="-1"><CENTER><STRONG>SECURITIES AND EXCHANGE COMMISSION</STRONG></FONT><BR>
<FONT SIZE="-1"><STRONG>Washington, DC  20549</STRONG></FONT><BR>
<FONT SIZE="-1">_________________________</CENTER><BR><br>

</FONT>
<FONT SIZE="-1"><CENTER></FONT><FONT SIZE="+1"><STRONG>REGISTRATION STATEMENT<BR></FONT>
<FONT SIZE="+1">ON FORM S-8</FONT><BR>
<FONT SIZE="+1">UNDER THE SECURITIES ACT OF 1933</STRONG></FONT><br>
_________________________</CENTER>
</P>

<P><FONT SIZE="-1"><CENTER></FONT><FONT SIZE="+1"><STRONG>HEMLOCK FEDERAL FINANCIAL CORPORATION</STRONG></FONT><BR>
(Exact name of registrant as specified in its charter)</CENTER></P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD ALIGN="CENTER" WIDTH=50%><STRONG>Delaware</STRONG></TD>
<TD></TD>
<TD ALIGN="CENTER" WIDTH=50%><STRONG>36-4126192</STRONG></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">(State or other jurisdiction of incorporation<br>or organization)</TD>
<TD></TD>
<TD ALIGN="CENTER">(I.R.S. Employer Identification No.)</TD></TR>

<TR VALIGN="TOP"><TD ALIGN="CENTER" WIDTH=50%><STRONG>5700 West 159<SUP>th</SUP> Street, Oak Forest, Illinois</STRONG></TD>
<TD></TD>
<TD ALIGN="CENTER" WIDTH=50%><STRONG>60452</STRONG></TD></TR>
<TR VALIGN="TOP"><TD ALIGN="CENTER">(Address of principal executive offices)</TD>
<TD></TD>
<TD ALIGN="CENTER">(Zip Code)</td></tr></table>

<P><FONT SIZE="-1"><CENTER></FONT><FONT SIZE="+1"><STRONG>HEMLOCK FEDERAL FINANCIAL CORPORATION<br>
1997 RECOGNITION AND RETENTION PLAN</STRONG></FONT><br>
(Full title of the plan)</CENTER></P>

<P><FONT SIZE="-1"><STRONG><CENTER>Beth A. Freedman, Esq.<br>
Michael R. Gartman, Esq.<br>
Silver, Freedman & Taff, L.L.P.<br>
(a limited liability partnership including professional corporations)<br>
1700 Wisconsin Avenue, N.W.<br>
Washington, D.C.  20007</STRONG><br>
(Name and address of agent for service)</CENTER></P>

<P><FONT SIZE="-1"><CENTER><STRONG>(202) 295-4500</STRONG><br>
(Telephone number, including area code, of agent for service)</CENTER></FONT></P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD COLSPAN="5" ALIGN="CENTER"><FONT SIZE="-1"><STRONG>CALCULATION OF REGISTRATION FEE <hr noshade size=5> </STRONG></FONT></TD></TR>

<TR VALIGN="bottom"><TD ALIGN="CENTER"><FONT SIZE="-1">
<STRONG>Title of securities<br>to be registered</STRONG></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1"><STRONG>Amount to be<br>
registered<SUP>(1)</SUP></STRONG></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1"><STRONG>Proposed maximum<br>
offering price<br>per share</STRONG></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1"><STRONG>Proposed maximum<br>
aggregate<br>offering price</STRONG></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1"><STRONG>Amount of<br>
registration fee</STRONG></TD></TR>

<TR VALIGN="TOP"><TD COLSPAN="5" ALIGN="CENTER"><hr noshade></TD></TR>

<TR VALIGN="TOP"><TD></STRONG></FONT><FONT SIZE="-1">Common Stock, par<br>
value $.01 per share</TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">83,053 shares</FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">$27.00<SUP> (2)</SUP></FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">$2,242,431<SUP>(2)</SUP></FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">$207.00<SUP>(2)</SUP></FONT></TD></TR>
<TR VALIGN="TOP"><TD COLSPAN="5" ALIGN="CENTER"><hr noshade size=5></TD></TR>
</TABLE>
_________________________<BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP><TD WIDTH=3%><FONT SIZE="-2"><SUP>(1)</SUP></TD><TD><FONT SIZE="-2">	Estimated in accordance with Rule 457(h), solely for the purpose of calculating the registration fee.  The shares being registered are being registered based upon the average of the high and low prices per share of the
Common Stock on the Nasdaq SmallCap  Market of $27.00 per share on August 13, 2002.</FONT></TD></TR></TABLE>
<br>
<br>

<CENTER></CENTER><A
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<P><CENTER><STRONG>PART I</STRONG></CENTER>
</P>

<P><CENTER><STRONG>INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS</STRONG></CENTER>
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The document(s) containing the information specified in Part&nbsp;I of Form S-8 will be sent or
given to participants in the Hemlock Federal Financial Corporation 1997 Recognition and Retention
Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act").</P>

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

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

<P>Item 3.	<U>Incorporation of Certain Documents by Reference</U>.</P>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents previously or concurrently filed by Hemlock Federal Financial
Corporation (the "Company") with the Commission are hereby incorporated by reference in this
Registration Statement:</P>

<table width=100%>

<tr valign=top><td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.</td><td width=3%></td><td><font size=-1>the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2001 (File No. 0-22103), filed pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act");</P></td></tr>

<tr valign=top><td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.</td><td width=3%></td><td><font size=-1>the quarterly report on Form 10-Q of the Company for the six months ended June
30, 2002;</P></td></tr>

<tr valign=top><td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.</td><td width=3%></td><td><font size=-1>the Company's proxy statement for its annual meeting of stockholders held on May
1, 2002 as filed with the SEC on April 10, 2002;</P></td></tr>

<tr valign=top><td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.</td><td width=3%></td><td><font size=-1>the description of the common stock, par value $.01 per share, or the Registrant
contained in the Registrant's Registration Statement on Form S-1/A (Registration No.
333-18895) filed with the Commission on February 12, 1997, and all amendments
thereto or reports filed for the purpose of updating such description.</td></tr></table>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This incorporation by reference of the Company's proxy statement for its annual meeting of
stockholders shall not be deemed to specifically incorporate by reference the information relating
to the audit committee report as permitted under Item 306 of Regulation S-K).</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents subsequently filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this Registration Statement
and to be a part thereof from the date of the filing of such documents.  Any statement contained in
the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be
deemed to be modified or superseded for purposes of this Registration Statement and the Prospectus
to the extent that a statement contained herein or therein or in any other subsequently filed document
which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes
such statement.  Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement and the Prospectus.</P>

<CENTER>II-1</CENTER><A
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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company shall furnish without charge to each person to whom the Prospectus is
delivered, on the written or oral request of such person, a copy of any or all of the documents
incorporated by reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference to the information that is incorporated).  Requests should be
directed to the Secretary, Hemlock Federal Financial Corporation, 5700 West 159th Street, Oak
Forest, Illinois  60452, telephone number (708) 687-9400.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All information appearing in this Registration Statement and the Prospectus is qualified in
its entirety by the detailed information, including financial statements, appearing in the documents
incorporated herein or therein by reference.</P>

<P>Item 4.	<U>Description of Securities</U>.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.</P>

<P>Item 5.	<U>Interests of Named Experts and Counsel</U>.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.</P>

<P>Item 6.	<U>Indemnification of Directors and Officers</U>.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Certificate of Incorporation of the Company provides that a director or officer of the
Company shall be indemnified by the Company to the fullest extent authorized by the Delaware
General Corporation Law against all expenses, liability and loss reasonably incurred or suffered by
such person in connection with his activities as a director or officer or as a director or officer of
another company, if the director or officer held such position at the request of the Company.
Delaware law requires that such director, officer, employee or agent, in order to be indemnified, must
have acted in good faith and in a manner reasonably believed to be not opposed to the best interests
of the Company and, with respect to any criminal action or proceeding, either had reasonable cause
to believe such conduct was lawful or did not have reasonable cause to believe his conduct was
unlawful.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Certificate of Incorporation and Delaware law also provide that the indemnification
provisions of such Certificate and the statute are not exclusive of any other right which a person
seeking indemnification may have or later acquire under any statute, provision of the Certificate of
Incorporation, Bylaws of the Company, agreement, vote of stockholders or disinterested directors
or otherwise.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the Certificate of Incorporation and Delaware law also provide that the Company
may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent
of the Company or another corporation, partnership, joint venture, trust or other enterprise against
any expense, liability or loss, whether or not the Company has the power to indemnify such person
against such expense, liability or loss under the Delaware General Corporation Law. The Company
intends to obtain such insurance.</P>

<P>Item 7.	<U>Exemption from Registration Claimed</U>.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.</P>
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<P>Item 8.	<U>Exhibits</U>.</P>

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

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

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

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

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

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

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

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

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

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

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

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

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

<TR VALIGN="TOP"><TD ALIGN="CENTER"><FONT SIZE="-1">99</TD>
<TD><FONT SIZE="-1">Hemlock Federal Financial Corporation<BR>1997 Recognition and Retention Plan</TD>
<TD ALIGN=CENTER><FONT SIZE="-1">**</TD></TR></TABLE>
<BR>

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

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

<FONT SIZE="-2">**&nbsp;&nbsp;&nbsp;Filed as an exhibit to the Company's definitive proxy statement for its annual meeting of stockholders held on October 22, 1997, and
incorporated herein by reference.</FONT><BR>
<BR>
<BR>
<P>Item 9.	<U>Undertakings</U>.</P>

<table width=100%>

<tr valign=top><td width=6%></td><td width=6%></td><td width=6%></td><td width=6%></td><td></td></tr>

<tr valign=top><td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)</td><td></td><td colspan=5><font size=-1>The undersigned Registrant hereby undertakes:</P></td></tr>

<tr valign=top><td></td><td></td><td><font size=-1>(1)</td><td colspan=3><font size=-1>To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:</P></td></tr>

<tr valign=top><td></td><td></td><td></td><td><font size=-1>(i)</td><td><font size=-1>To include any prospectus required by section 10 (a)(3) of the Securities Act;</P></td></tr>

<tr valign=top><td></td><td></td><td></td><td><font size=-1>(ii)</td><td><font size=-1>To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of a prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and</P></td></tr>

<tr valign=top><td></td><td></td><td></td><td><font size=-1>(iii)</td><td><font size=-1>To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.</P></td></tr></TABLE>
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<TABLE WIDTH=100%>
<tr valign=top><td></td><td></td><td><font size=-1>(2)</td><td colspan=3><font size=-1>That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial <U>bona</U> <U>fide</U> offering
thereof.</P></td></tr>

<tr valign=top><td></td><td></td><td><font size=-1>(3)</td><td colspan=3><font size=-1>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.</P></td></tr>

<tr valign=top><td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)</td><td></td><td colspan=5><font size=-1>The undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial <U>bona</U> <U>fide</U> offering thereof.</P></td></tr>

<tr valign=top><td width=6%></td><td width=6%></td><td width=6%></td><td width=6%></td><td></td></tr>

<tr valign=top><td><font size=-1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)</td><td></td><td colspan=5><font size=-1>Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the 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 public policy as expressed in
the Act and will be governed by the final adjudication of such issue.</P></td></tr></table>
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<P><CENTER><STRONG>SIGNATURES</STRONG></CENTER>
</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing a Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned in the City of Oak Forest, State of
Illinois, on August 14, 2002.</P>

<table width=100%>

<tr><td width=43%></td><td width=4%></td><td><font size="-1"><STRONG>HEMLOCK FEDERAL FINANCIAL CORPORATION</STRONG><br>
<br>
<br>
</td></tr>

<tr valign=top><td></td><td><font size="-1">By:	</td><td><font size="-1">/s/  Maureen G. Partynski<hr noshade>
Maureen G. Partynski, Chief Executive Officer<br>
<EM>(Duly Authorized Representative)</EM></td></tr></table>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Maureen G. Partynski and Michael R. Stevens or either of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all said attorneys-in-fact and agents or their substitutes or substitute may lawfully
do or cause to be done by virtue hereof.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been
signed below by the following persons in the capacities and on the dates indicated.</P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD width=46%><font size="-1">/s/ Maureen G. Partynski<hr noshade>
Maureen G. Partynski, Chief Executive<br>
&nbsp;&nbsp;Officer and Chairman of the Board<br>
<EM>(Principal Executive Officer)</EM><br><br>

Date: August 14, 2002<br>
<br>
<br></TD>

<TD width=4%></TD>

<TD><font size="-1">/s/ Michael R. Stevens<hr noshade>
Michael R. Stevens, President, Chief<br>
&nbsp;&nbsp;Financial Officer and Director<br>
<EM>(Principal Financial and Accounting Officer)</EM><br>
<br>
Date:  August 14, 2002<br>
<br>
<br></td></tr>

<TR VALIGN="TOP"><TD><font size="-1">/s/ Rosanne Belczak<hr noshade>
Rosanne Belczak<br>
Vice President, Secretary and Director<br>
<br>
Date:  August 14, 2002<br>
<br>
<br></TD>

<TD></TD>

<TD><font size="-1">/s/ Frank A. Bucz<hr noshade>
Frank A. Bucz<br>
Auditor/Consultant and Director<br>
<br>
Date:  August 14, 2002<br>
<br>
<br></td></tr>

<TR VALIGN="TOP"><TD><font size="-1">/s/ G. Gerald Schiera<hr noshade>
G. Gerald Schiera<br>
Director<br>
<br>
Date:  August 14, 2002<br>
<br>
<br></TD>

<TD></TD>

<TD><font size="-1">/s/ Kenneth J. Bazarnik<HR NOSHADE>
Kenneth J. Bazarnik<BR>
Director<br>
<br>
Date:  August 14, 2002<br>
<br>
<br></td></tr>

<TR VALIGN="TOP"><TD><font size="-1">/s/ Donald L. Manprisio<HR NOSHADE>
Donald L. Manprisio<BR>
Director<br>
<br>
Date:  August 14, 2002</TD></TR></TABLE>
</P>

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<CENTER>II-5</CENTER><A
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<P><CENTER><STRONG>EXHIBIT INDEX</STRONG></CENTER>
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<TABLE ALIGN=CENTER WIDTH="80%">
<TR VALIGN="TOP"><TD ALIGN=CENTER><font size="-1">Exhibit Number<HR NOSHADE></TD>
<TD WIDTH=10%></TD>
<TD><font size="-1"><CENTER>Document<HR NOSHADE></CENTER></TD></TR>

<TR VALIGN="TOP"><TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD></TD></TR>
<TR VALIGN="TOP"><TD ALIGN=CENTER><font size="-1">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD></TD>
<TD><font size="-1">Opinion of Silver, Freedman & Taff, L.L.P.</TD></TR>

<TR VALIGN="TOP"><TD></TD>
<TD></TD></TR>

<TR VALIGN="TOP"><TD ALIGN=CENTER><font size="-1">&nbsp;&nbsp;23</TD>
<TD></TD>
<TD><font size="-1">Consent of Crowe, Chizek and Company LLP</TD></TR>
<TR VALIGN="TOP"><TD></TD>
<TD></TD></TR></TABLE>


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{"company-data": {"conformed-name": "HEMLOCK FEDERAL FINANCIAL CORP", "cik": "0001029654", "assigned-sic": "6035", "irs-number": "364126192", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-98149", "film-number": "02739432"}, "business-address": {"street1": "5700 WEST 159TH STREET", "city": "OAK FOREST", "state": "IL", "zip": "60452-3198", "phone": "7086879400"}, "mail-address": {"street1": "5700 WEST 159TH STREET", "city": "OAK FOREST", "state": "IL", "zip": "60452-3198"}}
As filed with the Securities and Exchange Commission on August 15, 2002
Registration No. 333-
[___]
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
_________________________
REGISTRATION STATEMENT
ON FORM S-8
UNDER THE SECURITIES ACT OF 1933
_________________________
HEMLOCK FEDERAL FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
36-4126192
(State or other jurisdiction of incorporation
or organization)
(I.R.S. Employer Identification No.)
5700 West 159
th
Street, Oak Forest, Illinois
60452
(Address of principal executive offices)
(Zip Code)
HEMLOCK FEDERAL FINANCIAL CORPORATION
1997 RECOGNITION AND RETENTION PLAN
(Full title of the plan)
Beth A. Freedman, Esq.
Michael R. Gartman, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
1700 Wisconsin Avenue, N.W.
Washington, D.C.  20007
(Name and address of agent for service)
(202) 295-4500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
Amount to be
registered
(1)
Proposed maximum
offering price
per share
Proposed maximum
aggregate
offering price
Amount of
registration fee
Common Stock, par
value $.01 per share
83,053 shares
$27.00
(2)
$2,242,431
(2)
$207.00
(2)
_________________________
(1)
Estimated in accordance with Rule 457(h), solely for the purpose of calculating the registration fee.  The shares being registered are being registered based upon the average of the high and low prices per share of the
Common Stock on the Nasdaq SmallCap  Market of $27.00 per share on August 13, 2002.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will be sent or
given to participants in the Hemlock Federal Financial Corporation 1997 Recognition and Retention
Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such document(s) are not being filed with the Commission, but constitute (along with the
documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3.
Incorporation of Certain Documents by Reference
.
The following documents previously or concurrently filed by Hemlock Federal Financial
Corporation (the "Company") with the Commission are hereby incorporated by reference in this
Registration Statement:
1.
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2001 (File No. 0-22103), filed pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
2.
the quarterly report on Form 10-Q of the Company for the six months ended June
30, 2002;
3.
the Company's proxy statement for its annual meeting of stockholders held on May
1, 2002 as filed with the SEC on April 10, 2002;
4.
the description of the common stock, par value $.01 per share, or the Registrant
contained in the Registrant's Registration Statement on Form S-1/A (Registration No.
333-18895) filed with the Commission on February 12, 1997, and all amendments
thereto or reports filed for the purpose of updating such description.
This incorporation by reference of the Company's proxy statement for its annual meeting of
stockholders shall not be deemed to specifically incorporate by reference the information relating
to the audit committee report as permitted under Item 306 of Regulation S-K).
All documents subsequently filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this Registration Statement
and to be a part thereof from the date of the filing of such documents.  Any statement contained in
the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be
deemed to be modified or superseded for purposes of this Registration Statement and the Prospectus
to the extent that a statement contained herein or therein or in any other subsequently filed document
which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes
such statement.  Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement and the Prospectus.
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The Company shall furnish without charge to each person to whom the Prospectus is
delivered, on the written or oral request of such person, a copy of any or all of the documents
incorporated by reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference to the information that is incorporated).  Requests should be
directed to the Secretary, Hemlock Federal Financial Corporation, 5700 West 159th Street, Oak
Forest, Illinois  60452, telephone number (708) 687-9400.
All information appearing in this Registration Statement and the Prospectus is qualified in
its entirety by the detailed information, including financial statements, appearing in the documents
incorporated herein or therein by reference.
Item 4.
Description of Securities
.
Not Applicable.
Item 5.
Interests of Named Experts and Counsel
.
Not Applicable.
Item 6.
Indemnification of Directors and Officers
.
The Certificate of Incorporation of the Company provides that a director or officer of the
Company shall be indemnified by the Company to the fullest extent authorized by the Delaware
General Corporation Law against all expenses, liability and loss reasonably incurred or suffered by
such person in connection with his activities as a director or officer or as a director or officer of
another company, if the director or officer held such position at the request of the Company.
Delaware law requires that such director, officer, employee or agent, in order to be indemnified, must
have acted in good faith and in a manner reasonably believed to be not opposed to the best interests
of the Company and, with respect to any criminal action or proceeding, either had reasonable cause
to believe such conduct was lawful or did not have reasonable cause to believe his conduct was
unlawful.
The Certificate of Incorporation and Delaware law also provide that the indemnification
provisions of such Certificate and the statute are not exclusive of any other right which a person
seeking indemnification may have or later acquire under any statute, provision of the Certificate of
Incorporation, Bylaws of the Company, agreement, vote of stockholders or disinterested directors
or otherwise.
In addition, the Certificate of Incorporation and Delaware law also provide that the Company
may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent
of the Company or another corporation, partnership, joint venture, trust or other enterprise against
any expense, liability or loss, whether or not the Company has the power to indemnify such person
against such expense, liability or loss under the Delaware General Corporation Law. The Company
intends to obtain such insurance.
Item 7.
Exemption from Registration Claimed
.
Not applicable.
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Item 8.
Exhibits
.
Exhibit
Number
Document
Reference to Prior
Filing or Exhibit
Number Attached
Hereto
4.1
Specimen form of common stock certificate of
Hemlock Federal Financial Corporation
*
4.2
Articles of Incorporation of Hemlock Federal Financial
Corporation
*
4.3
Bylaws of Hemlock Federal Financial Corporation
*
5
Opinion of Silver, Freedman & Taff, L.L.P.
Attached as Exhibit 5
23
Consent of Crowe, Chizek and Company LLP
Attached as Exhibit 23
24
Power of Attorney
Contained on Signature Page
99
Hemlock Federal Financial Corporation
1997 Recognition and Retention Plan
**
____________________
*     Filed as exhibit to the Company's Form S-1/A registration statement filed on February 12, 1997 (File No. 333-18895) and incorporated
herein by reference.
**   Filed as an exhibit to the Company's definitive proxy statement for its annual meeting of stockholders held on October 22, 1997, and
incorporated herein by reference.
Item 9.
Undertakings
.
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by section 10 (a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of a prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
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(2)
That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona
fide
offering
thereof.
(3)
To remove from registration, by means of a post-effective amendment, any
of the securities being registered which remain unsold at the termination of
the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial
bona
fide
offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been advised that in the
opinion of the 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 public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing a Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned in the City of Oak Forest, State of
Illinois, on August 14, 2002.
HEMLOCK FEDERAL FINANCIAL CORPORATION
By:
/s/  Maureen G. Partynski
Maureen G. Partynski, Chief Executive Officer
(Duly Authorized Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Maureen G. Partynski and Michael R. Stevens or either of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and re-substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all said attorneys-in-fact and agents or their substitutes or substitute may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been
signed below by the following persons in the capacities and on the dates indicated.
/s/ Maureen G. Partynski
Maureen G. Partynski, Chief Executive
Officer and Chairman of the Board
(Principal Executive Officer)
Date: August 14, 2002
/s/ Michael R. Stevens
Michael R. Stevens, President, Chief
Financial Officer and Director
(Principal Financial and Accounting Officer)
Date:  August 14, 2002
/s/ Rosanne Belczak
Rosanne Belczak
Vice President, Secretary and Director
Date:  August 14, 2002
/s/ Frank A. Bucz
Frank A. Bucz
Auditor/Consultant and Director
Date:  August 14, 2002
/s/ G. Gerald Schiera
G. Gerald Schiera
Director
Date:  August 14, 2002
/s/ Kenneth J. Bazarnik
Kenneth J. Bazarnik
Director
Date:  August 14, 2002
/s/ Donald L. Manprisio
Donald L. Manprisio
Director
Date:  August 14, 2002
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EXHIBIT INDEX
Exhibit Number
Document
5
Opinion of Silver, Freedman & Taff, L.L.P.
23
Consent of Crowe, Chizek and Company LLP
II-6
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