As filed with the Securities and Exchange Commission on February 24, 1999
                                                       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)      55th & HOLMES        Identification No.)
                              CLARENDON HILLS, ILLINOIS 60514
    (Address, including zip code of registrant's principal executive office)

                      ------------------------------------

                              MID AMERICA BANK, FSB
                      DIRECTORS' DEFERRED COMPENSATION PLAN
                                       AND
                              MID AMERICA BANK, FSB
                      EXECUTIVE DEFERRED COMPENSATION 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>
================================================================================================================================
   Title of Securities           Amount to         Proposed Maximum Offering          Proposed Maximum              Amount of
     to be Registered          be Registered            Price Per Share           Aggregate Offering Price      Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                 <C>                            <C>                            <C>
Common Stock, par value
$.01 per share               56,250 shares(1)             $23.53(2)                     $1,323,563(2)                $367.95
--------------------------------------------------------------------------------------------------------------------------------
Deferred Compensation          $2,400,000                   100%                        $2,400,000(4)                $667.20
Obligations (3)
================================================================================================================================
</TABLE>

(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares offered pursuant to the Mid
     America Bank, fsb Directors' Deferred Compensation Plan and the Mid America
     Bank, fsb Executive Deferred Compensation Plan as a result of a stock
     split, stock dividend or similar adjustment of the outstanding Common Stock
     pursuant to Rule 416(a).

(2)  Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
     the proposed maximum offering price per share and the registration fee have
     been estimated based on the average of the high and low sales prices for
     the Common Stock as reported by the Nasdaq National Market on February 19,
     1999.

(3)  The Deferred Compensation Obligations are unsecured obligations of MAF
     Bancorp, Inc. to pay deferred compensation in the future in accordance with
     the terms of each of the Mid America Bank, fsb Directors' Deferred
     Compensation Plan and the Mid America Bank, fsb Executive Deferred
     Compensation Plan.

(4)  Based on maximum amounts of compensation to be deferred through the cash
     account solely for the purpose of determining the registration fee.

================================================================================


<PAGE>

                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS


          This Registration Statement relates to the registration of an
aggregate of 56,250 shares (as adjusted to reflect all stock splits since
January 1, 1997) of Common Stock, $.01 par value per share, of MAF Bancorp, Inc.
(the "Registrant") to be offered from time to time pursuant to the Mid America
Bank, fsb Directors Deferred Compensation Plan and the Mid America Bank, fsb
Executive Deferred Compensation Plan (the "Plans"). This Registration Statement
also covers the Deferred Compensation Obligations of the Registrant to pay
deferred compensation in accordance with the terms of each of the Plans.

          The documents with respect to each plan containing the information
required by this section will be given to those persons, all of whom are
employees or directors of Registrant or Mid America Bank, fsb, a wholly-owned
subsidiary of Registrant, who participate in the Plans. Such documents are not
required to be filed with the Commission as a part of the Registration Statement
or as an Exhibit.


<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, 1997
               (File No. 0-18121);

          (b)  Quarterly Reports on Form 10-Q for the quarters ended March 31,
               1998, June 30, 1998 and September 30, 1998 (File Nos. 0-18121);

          (c)  Current Reports on Form 8-K dated April 28, 1998, August 17,
               1998, as amended by Form 8-K/A filed with the Commission on
               September 1, 1998, and January 29, 1999 (File Nos. 0-18121); and

          (d)  The description of Registrant's Common Stock contained in the
               Registration Statement on Form 8-A, dated November 14, 1989 (File
               No. 0-18121).

          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.

          The description of the Registrant's Common Stock is contained in the
Registration Statement on Form 8-A filed under Section 12 of the Securities
Exchange Act of 1934, as amended, including any amendment or report filed for
the purpose of updating such description. Such description is incorporated by
reference into this Registration Statement.

          Under the Plans, the Registrant, by and through its wholly-owned
subsidiary, Mid America Bank, fsb (the "Bank") will provide eligible employees
and directors of the Registrant and the Bank, the opportunity to defer a
specified percentage of their cash compensation. The obligations of the
Registrant to pay the deferred compensation in the future in accordance with the
terms of the Plans (the "Obligations") will be unsecured general obligations of
the Registrant and will rank pari passu with other unsecured and unsubordinated
indebtedness of the Registrant from time to time outstanding. However, because
the Registrant is a holding company, the right of the Registrant, and hence the
right of creditors of the Registrant (including participants in the Plan), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Registrant itself as a credit of the subsidiary may be recognized. In addition,
the ability of the Registrant's bank subsidiary to pay dividends to the
Registrant may be restricted by bank regulatory capital requirements.

          The following summary of the Obligations does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
all provisions of the Plans, including the definitions therein of certain terms.
A copy of each of the Plans has been filed as an exhibit to this Registration
Statement.

          The amount of compensation to be deferred by each participating
employee or director (each a "Participant," and collectively, the
"Participants") will be determined in accordance with each respective Plan based
on elections by 

                                       2

<PAGE>

the Participants. The Obligations under the Plans are payable in accordance with
the terms of each Plan upon a Participant's retirement or termination of
employment due to death, disability or change in control. Obligations will carry
a rate of return as prescribed under the terms of the Plans. Each Participant's
Obligation will be adjusted to reflect the investment experience of the
applicable benchmark, including any appreciation or depreciation. Each
Participant will be fully vested in the Obligations.

          A Participant's right or the right of any other person to the
Obligations cannot be assigned, alienated, sold, garnished, transferred,
pledged, or encumbered except by a written designation of a beneficiary under
the Plans or by laws of descent and distribution.

          The Obligations are not subject to redemption at the option of the
Registrant, in whole or in part, prior to the termination of a Participant's
employment. However, the Registrant reserves the right to amend or terminate the
Plans at any time, except that no such amendment or termination shall adversely
affect the right of any Participant to the balance of his or her deferred
account as of the date of such amendment or termination.

          The Obligations are not convertible into another security of the
Registrant. The Obligations will not have the benefit of a negative pledge or
any other affirmative or negative covenant on the part of the Registrant. No
trustee has been appointed having the authority to take action with respect to
the Obligations regarding the giving of notices, responding to any requests for
consents, waivers or amendments pertaining to the Obligations, enforcing
covenants or taking action upon a default, and, accordingly, each Participant
will be responsible for acting independently with respect thereto.


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:

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

                                        3

<PAGE>

               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 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.

                                        4

<PAGE>


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.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          4.1  Certificate of Incorporation of MAF Bancorp, Inc., as amended
               (incorporated by reference to Exhibit 3(i) to Registrant's June
               30, 1996 Form 10-K, File No. 0-18121).

          4.2  By-Laws of MAF Bancorp, Inc., as amended (incorporated by
               reference to Exhibit 3 to Registrant's 1990 Form 10-K, File No.
               0-18121).

          4.3  Mid America Bank, fsb Directors' Deferred Compensation Plan
               (incorporated by reference to Exhibit 10(x) to Registrant's 1997
               Form 10-K, File No. 0-18121).

          4.4  Mid America Bank, fsb Executive Deferred Compensation Plan
               (incorporated by reference to Exhibit 10(xi) to Registrant's 1997
               Form 10-K, File No. 0-18121).

          5    Opinion of Vedder, Price, Kaufman & Kammholz.

          23.1 Consent of KPMG LLP.

          23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in 
               Exhibit 5).

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

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.

                                       5

<PAGE>
                    
               (3)  To remove from registration by means of a post-effective
                    amendment any of the securities being registered which
                    remain unsold at the termination of the offering.

          (b)  The undersigned registrant hereby undertakes that, for purposes
               of determining any liability under the Securities Act of 1933,
               each filing of the registrant's annual report pursuant to Section
               13(a) or Section 15(d) of the Securities Exchange Act of 1934
               that is incorporated by reference in this Registration Statement
               shall be deemed to be a new registration statement relating to
               the securities offered herein, and the offering of such
               securities at that time shall be deemed to be the initial bona
               fide offering thereof.

          (h)  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.

                                        6

<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
24th day of February, 1999.

                                        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 24, 1999
-----------------------------    Chief Executive Officer
Allen H. Koranda              (principal executive officer)
                               


/s/ Kenneth Koranda              President and Director        February 24, 1999
-----------------------------
Kenneth Koranda


/s/ Jerry A. Weberling          Executive Vice President,      February 24, 1999
-----------------------------    Chief Financial Officer
Jerry A. Weberling                   and Director
                              (principal financial officer)


/s/ Gerard J. Buccino             Senior Vice President        February 24, 1999
----------------------------         and Controller
Gerard J. Buccino             (principal accounting officer)


--------------------------             Director
Robert Bowles, M.D.

                                       7

<PAGE>


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


/s/ David C. Burba                     Director                February 24, 1999
--------------------------
David C. Burba


/s/ Terry Ekl                          Director                February 24, 1999
--------------------------
Terry Ekl


/s/ Joe F. Hanauer                     Director                February 24, 1999
--------------------------
Joe F. Hanauer


/s/ F. William Trescott                Director                February 24, 1999
--------------------------
F. William Trescott


/s/ Lois B. Vasto                      Director                February 24, 1999
--------------------------
Lois B. Vasto


                                       Director                
--------------------------
Henry Smogolski


/s/ Andrew J. Zych                     Director                February 24, 1999
--------------------------
Andrew J. Zych

                                       8

<PAGE>


                                INDEX TO EXHIBITS


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

         4.1      Certificate of Incorporation of MAF Bancorp, Inc., as amended
                  (incorporated by reference to Exhibit 3(i) to Registrant's
                  June 30, 1996 Form 10-K, File No. 0-18121).

         4.2      By-Laws of MAF Bancorp, Inc., as amended (incorporated by
                  reference to Exhibit 3 to Registrant's 1990 Form 10-K, File
                  No. 0-18121).

         4.3      Mid America Bank, fsb Directors' Deferred Compensation Plan
                  (incorporated by reference to Exhibit 10(x) to Registrant's
                  1997 Form 10-K, File No. 0-18121).

         4.4      Mid America Bank, fsb Executive Deferred Compensation Plan
                  (incorporated by reference to Exhibit 10(xi) to Registrant's
                  1997 Form 10-K, File No. 0-18121).

         5        Opinion of Vedder, Price, Kaufman & Kammholz.

         23.1     Consent of KPMG LLP.

         23.2     Consent of Vedder, Price, Kaufman & Kammholz (included in
                  Exhibit 5).

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

                                       9
[{"type": "S-8", "sequence": "1", "description": "DIRECTORS' DCP AND EXECUTIVE DCP", "secsgml_size_bytes": 32356}]
{"company-data": {"conformed-name": "MAF BANCORP INC", "cik": "0000854662", "assigned-sic": "6035", "irs-number": "363664868", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72863", "film-number": "99548859"}, "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 24, 1999
                                                       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)      55th & HOLMES        Identification No.)
                              CLARENDON HILLS, ILLINOIS 60514
    (Address, including zip code of registrant's principal executive office)

                      ------------------------------------

                              MID AMERICA BANK, FSB
                      DIRECTORS' DEFERRED COMPENSATION PLAN
                                       AND
                              MID AMERICA BANK, FSB
                      EXECUTIVE DEFERRED COMPENSATION 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
================================================================================================================================
   Title of Securities           Amount to         Proposed Maximum Offering          Proposed Maximum              Amount of
     to be Registered          be Registered            Price Per Share           Aggregate Offering Price      Registration Fee
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share               56,250 shares(1)             $23.53(2)                     $1,323,563(2)                $367.95
--------------------------------------------------------------------------------------------------------------------------------
Deferred Compensation          $2,400,000                   100%                        $2,400,000(4)                $667.20
Obligations (3)
================================================================================================================================
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares offered pursuant to the Mid
     America Bank, fsb Directors' Deferred Compensation Plan and the Mid America
     Bank, fsb Executive Deferred Compensation Plan as a result of a stock
     split, stock dividend or similar adjustment of the outstanding Common Stock
     pursuant to Rule 416(a).

(2)  Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
     the proposed maximum offering price per share and the registration fee have
     been estimated based on the average of the high and low sales prices for
     the Common Stock as reported by the Nasdaq National Market on February 19,
     1999.

(3)  The Deferred Compensation Obligations are unsecured obligations of MAF
     Bancorp, Inc. to pay deferred compensation in the future in accordance with
     the terms of each of the Mid America Bank, fsb Directors' Deferred
     Compensation Plan and the Mid America Bank, fsb Executive Deferred
     Compensation Plan.

(4)  Based on maximum amounts of compensation to be deferred through the cash
     account solely for the purpose of determining the registration fee.

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PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS

          This Registration Statement relates to the registration of an
aggregate of 56,250 shares (as adjusted to reflect all stock splits since
January 1, 1997) of Common Stock, $.01 par value per share, of MAF Bancorp, Inc.
(the "Registrant") to be offered from time to time pursuant to the Mid America
Bank, fsb Directors Deferred Compensation Plan and the Mid America Bank, fsb
Executive Deferred Compensation Plan (the "Plans"). This Registration Statement
also covers the Deferred Compensation Obligations of the Registrant to pay
deferred compensation in accordance with the terms of each of the Plans.

          The documents with respect to each plan containing the information
required by this section will be given to those persons, all of whom are
employees or directors of Registrant or Mid America Bank, fsb, a wholly-owned
subsidiary of Registrant, who participate in the Plans. Such documents are not
required to be filed with the Commission as a part of the Registration Statement
or as an Exhibit.
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, 1997
               (File No. 0-18121);

          (b)  Quarterly Reports on Form 10-Q for the quarters ended March 31,
               1998, June 30, 1998 and September 30, 1998 (File Nos. 0-18121);

          (c)  Current Reports on Form 8-K dated April 28, 1998, August 17,
               1998, as amended by Form 8-K/A filed with the Commission on
               September 1, 1998, and January 29, 1999 (File Nos. 0-18121); and

          (d)  The description of Registrant's Common Stock contained in the
               Registration Statement on Form 8-A, dated November 14, 1989 (File
               No. 0-18121).

          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.

          The description of the Registrant's Common Stock is contained in the
Registration Statement on Form 8-A filed under Section 12 of the Securities
Exchange Act of 1934, as amended, including any amendment or report filed for
the purpose of updating such description. Such description is incorporated by
reference into this Registration Statement.

          Under the Plans, the Registrant, by and through its wholly-owned
subsidiary, Mid America Bank, fsb (the "Bank") will provide eligible employees
and directors of the Registrant and the Bank, the opportunity to defer a
specified percentage of their cash compensation. The obligations of the
Registrant to pay the deferred compensation in the future in accordance with the
terms of the Plans (the "Obligations") will be unsecured general obligations of
the Registrant and will rank pari passu with other unsecured and unsubordinated
indebtedness of the Registrant from time to time outstanding. However, because
the Registrant is a holding company, the right of the Registrant, and hence the
right of creditors of the Registrant (including participants in the Plan), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of the
Registrant itself as a credit of the subsidiary may be recognized. In addition,
the ability of the Registrant's bank subsidiary to pay dividends to the
Registrant may be restricted by bank regulatory capital requirements.

          The following summary of the Obligations does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
all provisions of the Plans, including the definitions therein of certain terms.
A copy of each of the Plans has been filed as an exhibit to this Registration
Statement.

          The amount of compensation to be deferred by each participating
employee or director (each a "Participant," and collectively, the
"Participants") will be determined in accordance with each respective Plan based
on elections by 

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the Participants. The Obligations under the Plans are payable in accordance with
the terms of each Plan upon a Participant's retirement or termination of
employment due to death, disability or change in control. Obligations will carry
a rate of return as prescribed under the terms of the Plans. Each Participant's
Obligation will be adjusted to reflect the investment experience of the
applicable benchmark, including any appreciation or depreciation. Each
Participant will be fully vested in the Obligations.

          A Participant's right or the right of any other person to the
Obligations cannot be assigned, alienated, sold, garnished, transferred,
pledged, or encumbered except by a written designation of a beneficiary under
the Plans or by laws of descent and distribution.

          The Obligations are not subject to redemption at the option of the
Registrant, in whole or in part, prior to the termination of a Participant's
employment. However, the Registrant reserves the right to amend or terminate the
Plans at any time, except that no such amendment or termination shall adversely
affect the right of any Participant to the balance of his or her deferred
account as of the date of such amendment or termination.

          The Obligations are not convertible into another security of the
Registrant. The Obligations will not have the benefit of a negative pledge or
any other affirmative or negative covenant on the part of the Registrant. No
trustee has been appointed having the authority to take action with respect to
the Obligations regarding the giving of notices, responding to any requests for
consents, waivers or amendments pertaining to the Obligations, enforcing
covenants or taking action upon a default, and, accordingly, each Participant
will be responsible for acting independently with respect thereto.

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:

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

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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 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.

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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.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          4.1  Certificate of Incorporation of MAF Bancorp, Inc., as amended
               (incorporated by reference to Exhibit 3(i) to Registrant's June
               30, 1996 Form 10-K, File No. 0-18121).

          4.2  By-Laws of MAF Bancorp, Inc., as amended (incorporated by
               reference to Exhibit 3 to Registrant's 1990 Form 10-K, File No.
               0-18121).

          4.3  Mid America Bank, fsb Directors' Deferred Compensation Plan
               (incorporated by reference to Exhibit 10(x) to Registrant's 1997
               Form 10-K, File No. 0-18121).

          4.4  Mid America Bank, fsb Executive Deferred Compensation Plan
               (incorporated by reference to Exhibit 10(xi) to Registrant's 1997
               Form 10-K, File No. 0-18121).

          5    Opinion of Vedder, Price, Kaufman & Kammholz.

          23.1 Consent of KPMG LLP.

          23.2 Consent of Vedder, Price, Kaufman & Kammholz (included in 
               Exhibit 5).

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

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.

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(3)  To remove from registration by means of a post-effective
                    amendment any of the securities being registered which
                    remain unsold at the termination of the offering.

          (b)  The undersigned registrant hereby undertakes that, for purposes
               of determining any liability under the Securities Act of 1933,
               each filing of the registrant's annual report pursuant to Section
               13(a) or Section 15(d) of the Securities Exchange Act of 1934
               that is incorporated by reference in this Registration Statement
               shall be deemed to be a new registration statement relating to
               the securities offered herein, and the offering of such
               securities at that time shall be deemed to be the initial bona
               fide offering thereof.

          (h)  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.

                                        6
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
24th day of February, 1999.

                                        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 24, 1999
-----------------------------    Chief Executive Officer
Allen H. Koranda              (principal executive officer)
                               

/s/ Kenneth Koranda              President and Director        February 24, 1999
-----------------------------
Kenneth Koranda

/s/ Jerry A. Weberling          Executive Vice President,      February 24, 1999
-----------------------------    Chief Financial Officer
Jerry A. Weberling                   and Director
                              (principal financial officer)

/s/ Gerard J. Buccino             Senior Vice President        February 24, 1999
----------------------------         and Controller
Gerard J. Buccino             (principal accounting officer)

--------------------------             Director
Robert Bowles, M.D.

                                       7
Name                          Title                       Date
           ----                          -----                       ----

/s/ David C. Burba                     Director                February 24, 1999
--------------------------
David C. Burba

/s/ Terry Ekl                          Director                February 24, 1999
--------------------------
Terry Ekl

/s/ Joe F. Hanauer                     Director                February 24, 1999
--------------------------
Joe F. Hanauer

/s/ F. William Trescott                Director                February 24, 1999
--------------------------
F. William Trescott

/s/ Lois B. Vasto                      Director                February 24, 1999
--------------------------
Lois B. Vasto

                                       Director                
--------------------------
Henry Smogolski

/s/ Andrew J. Zych                     Director                February 24, 1999
--------------------------
Andrew J. Zych

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INDEX TO EXHIBITS

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

         4.1      Certificate of Incorporation of MAF Bancorp, Inc., as amended
                  (incorporated by reference to Exhibit 3(i) to Registrant's
                  June 30, 1996 Form 10-K, File No. 0-18121).

         4.2      By-Laws of MAF Bancorp, Inc., as amended (incorporated by
                  reference to Exhibit 3 to Registrant's 1990 Form 10-K, File
                  No. 0-18121).

         4.3      Mid America Bank, fsb Directors' Deferred Compensation Plan
                  (incorporated by reference to Exhibit 10(x) to Registrant's
                  1997 Form 10-K, File No. 0-18121).

         4.4      Mid America Bank, fsb Executive Deferred Compensation Plan
                  (incorporated by reference to Exhibit 10(xi) to Registrant's
                  1997 Form 10-K, File No. 0-18121).

         5        Opinion of Vedder, Price, Kaufman & Kammholz.

         23.1     Consent of KPMG LLP.

         23.2     Consent of Vedder, Price, Kaufman & Kammholz (included in
                  Exhibit 5).

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

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