As filed with the Securities and Exchange Commission on April 15, 2005
                                                Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                               ------------------
                               PARK BANCORP, INC.
             (Exact name of Registrant as specified in its charter)

        DELAWARE                                        36-4082530
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                             5400 SOUTH PULASKI ROAD
                             CHICAGO, ILLINOIS 60632
          (Address of principal executive offices, including zip code)

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

                               PARK BANCORP, INC.
                               2003 INCENTIVE PLAN
                            (Full title of the Plan)
                               ------------------

                                DAVID A. REMIJAS
                             5400 SOUTH PULASKI ROAD
                             CHICAGO, ILLINOIS 60632
                                 (773) 582-8616
                     (Name and address of agent for service)

                                   Copies to:
                            DANIEL C. MCKAY II, ESQ.
                            JOHN T. BLATCHFORD, ESQ.
                     VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C.
                            222 NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60601
                                 (312) 609-7500
                               ------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
        TITLE OF EACH CLASS OF                                  PROPOSED MAXIMUM        PROPOSED MAXIMUM           AMOUNT OF
              SECURITIES                  AMOUNT TO BE              OFFERING               AGGREGATE              REGISTRATION
           TO BE REGISTERED             REGISTERED(1)(3)       PRICE PER SHARE(2)      OFFERING PRICE(2)           FEE(2)(3)
  -----------------------------------   ----------------       ------------------      -----------------          ------------
<S>                                      <C>                         <C>                  <C>                        <C>
  Common Stock, $0.01 par value......    100,000 shares              $30.33               $3,033,000                 $356.98

===================================================================================================================================
</TABLE>

(1)  Includes an indeterminate number of additional shares that may be necessary
     to adjust the number of shares reserved for issuance pursuant to the Park
     Bancorp, Inc. 2003 Incentive Plan as a result of any future stock split,
     stock dividend or similar adjustment of the outstanding Common Stock of the
     Registrant.
(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and (h)(1) based upon the average of the high and
     low prices for the Common Stock as reported on the Nasdaq National Market
     on April 11, 2005.
(3)  An aggregate of 237,447 shares (as adjusted to reflect stock splits and
     stock dividends to date) are being carried forward from those shares
     previously registered by Registration Statement on Form S-8 (File No.
     333-33103) plus an indeterminate number of shares that have already been
     authorized and registered under that Registration Statement and that may
     become available for issuance. A registration fee of $1,899 was paid with
     respect to the shares registered in that filing. The previously registered
     shares being carried forward together with the shares being registered
     hereby represent the estimated number of shares intended for issuance
     pursuant to the Park Bancorp, Inc. 2003 Incentive Plan.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         This Registration Statement relates to the registration of 100,000
shares of Common Stock, $0.01 par value per share, of Park Bancorp, Inc. (the
"Registrant") reserved for issuance under the Park Bancorp, Inc. 2003 Incentive
Plan (the "Plan"), as successor to the 1997 Stock-Based Incentive Plan (the
"1997 Plan"). The number of shares authorized to be issued under the Plan was
approved by the Registrant's shareholders on April 29, 2003. Pursuant to the
Registration Statement on Form S-8 (File No. 333-33103) filed by the Registrant
on August 7, 1997, the Registrant has previously registered an aggregate of
378,201 shares of Common Stock (as adjusted to reflect stock splits and stock
dividends to date) of which none of the shares remain available for issuance
under the 1997 Plan. The contents of that Registration Statement on Form S-8
(File No. 333-33103) are incorporated herein by reference pursuant to General
Instruction E to the Form S-8.

         The documents containing the information specified in this Part I,
which also relate to the shares remaining available under the 1997 Plan that
were previously registered under the Registration Statement on Form S-8 (File
No. 333-33103), will be sent or given to those persons who participate in the
Plan. Such documents are not required to be filed with the Securities and
Exchange Commission as a part of this Registration Statement or as an Exhibit.


                                       2
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission ("Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by reference:

         (a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2004, filed with the Commission on March 30, 2005;

         (b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 2004;

         (c) The Registrant's Registration Statement on Form S-8 (File No.
333-33103) filed with the Commission on August 7, 1997; and

         (d) The description of the Common Stock of the Registrant contained in
the Registrant's Registration Statement on Form 8-A (File No. 000-20867) filed
with the Commission on June 13, 1996 pursuant to Section 12 of the Exchange Act,
and all amendments and reports filed by the Registrant for the purpose of
updating such descriptions.

         All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to
the filing of a post-effective amendment to this Registration Statement
indicating that all of the securities offered by this Registration Statement
have been sold or deregistering all such securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement. Each
document incorporated by reference into this Registration Statement shall be
deemed to be a part of this Registration Statement from the date of the filing
of such document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this Registration Statement or by any subsequently filed
amendment to this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Unless otherwise defined herein, capitalized terms used herein shall
have the same meanings assigned to them in the Registrant's Certificate of
Incorporation.

         In accordance with the General Corporation Law of the State of
Delaware, Articles TENTH and ELEVENTH of the Registrant's Certificate of
Incorporation provide as follows:


                                       3
<PAGE>

TENTH:
-----

         A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a Director or an Officer of the
Registrant or is or was serving at the request of the Registrant 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
Registrant 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 Registrant to
provide broader indemnification rights than such law permitted the Registrant 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 of this Article TENTH with respect to proceedings to enforce rights
to indemnification, the Registrant 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 Registrant.

         B. The right to indemnification conferred in Section A of this Article
TENTH shall include the right to be paid by the Registrant the expenses incurred
in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, any 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, services to an employee benefit plan) shall be
made only upon delivery to the Registrant 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 TENTH 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 TENTH is not paid in
full by the Registrant within sixty days after a written claim has been received
by the Registrant, 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 Registrant 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 Registrant to recover an advancement of expenses pursuant to
the terms of an undertaking, the indemnitee shall be entitled to be paid also
the expenses 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 Registrant to recover an
advancement of expenses pursuant to the terms of an undertaking the Registrant
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 Registrant
(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


                                       4
<PAGE>

conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Registrant (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has not met such
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 Registrant 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 TENTH or
otherwise shall be on the Registrant.

         D. The rights to indemnification and to the advancement of expenses
conferred in this Article TENTH shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the Registrant's
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
Disinterested Directors or otherwise.

         E. The Registrant may maintain insurance, at its expense, to protect
itself and any Director, Officer, employee or agent of the Registrant or
subsidiary or Affiliate or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Registrant would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.

         F. The Registrant 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 Registrant to the fullest extent of
the provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Registrant.

ELEVENTH:
--------

         A Director of the Registrant shall not be personally liable to the
Registrant 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 Registrant 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 to authorize
corporate action further eliminating or limiting the personal liability of
Directors, then the liability of a Director of the Registrant 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 Registrant shall not adversely affect any right or
protection of a Director of the Registrant existing at the time of such repeal
or modification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

      4.1     Park Bancorp, Inc. 2003 Incentive Plan.

      5.1     Opinion of Vedder, Price, Kaufman & Kammholz, P.C.

     23.1     Consent of Crowe Chizek and Company LLC.


                                       5
<PAGE>

     23.2     Consent of Vedder, Price, Kaufman & Kammholz, P.C.
              (included in Exhibit 5.1).

     24.1     Power of Attorney (included on the signature page of this
              Registration Statement).

ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)      To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

                  provided, however, that paragraphs (1)(i) and (1)(ii) shall
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the registrant pursuant to Section
                  13 or 15(d) of the Exchange Act that are incorporated by
                  reference in the registration statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

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

         (4)      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 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.

         (5)      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


                                       6
<PAGE>

                  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.


                                       7
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of 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 City of Chicago, State of Illinois on the 15th day of
April 2005.

                                      PARK BANCORP, INC.

                                      By:  /s/ David A. Remijas
                                           -------------------------------------
                                           David A. Remijas
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David A. Remijas and Steven J. Pokrak,
and each or any of them (with full power to act alone), his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto those 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 in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby rectifying and
confirming all that those attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
                 Signature                                     Title                              Date
                 ---------                                     -----                              ----
<S>                                          <C>                                              <C>
          /s/ David A. Remijas
-------------------------------------------    Chairman of the Board, President and           April 15, 2005
              David A. Remijas                  Chief Executive Officer (principal
                                                        executive officer)


       /s/ Richard J. Remijas, Jr.
-------------------------------------------          Executive Vice President,                April 15, 2005
          Richard J. Remijas, Jr.              Chief Operating Officer and Director


           /s/ Steven J. Pokrak
-------------------------------------------   Treasurer, Chief Financial Officer and          April 15, 2005
              Steven J. Pokrak               Corporate Secretary (principal financial
                                             officer and principal accounting officer)


            /s/ Robert W. Krug
-------------------------------------------                  Director                         April 15, 2005
               Robert W. Krug


            /s/ John J. Murphy
-------------------------------------------                  Director                         April 15, 2005
               John J. Murphy


            /s/ Victor H. Reyes
-------------------------------------------                  Director                         April 15, 2005
              Victor H. Reyes


             /s/ Paul Shukis
-------------------------------------------                  Director                         April 15, 2005
                Paul Shukis
</TABLE>


                                       8
<PAGE>

                                  EXHIBIT INDEX

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

  4.1       Park Bancorp, Inc. 2003 Incentive Plan.

  5.1       Opinion of Vedder, Price, Kaufman & Kammholz, P.C.

 23.1       Consent of Crowe Chizek and Company LLC.

 23.2       Consent of Vedder, Price, Kaufman & Kammholz, P.C.
            (included in Exhibit 5.1).

 24.1       Power of Attorney (included on the signature page of this
            Registration Statement).


                                       9
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As filed with the Securities and Exchange Commission on April 15, 2005
                                                Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                               ------------------
                               PARK BANCORP, INC.
             (Exact name of Registrant as specified in its charter)

        DELAWARE                                        36-4082530
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                             5400 SOUTH PULASKI ROAD
                             CHICAGO, ILLINOIS 60632
          (Address of principal executive offices, including zip code)

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

                               PARK BANCORP, INC.
                               2003 INCENTIVE PLAN
                            (Full title of the Plan)
                               ------------------

                                DAVID A. REMIJAS
                             5400 SOUTH PULASKI ROAD
                             CHICAGO, ILLINOIS 60632
                                 (773) 582-8616
                     (Name and address of agent for service)

                                   Copies to:
                            DANIEL C. MCKAY II, ESQ.
                            JOHN T. BLATCHFORD, ESQ.
                     VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C.
                            222 NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60601
                                 (312) 609-7500
                               ------------------
                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
        TITLE OF EACH CLASS OF                                  PROPOSED MAXIMUM        PROPOSED MAXIMUM           AMOUNT OF
              SECURITIES                  AMOUNT TO BE              OFFERING               AGGREGATE              REGISTRATION
           TO BE REGISTERED             REGISTERED(1)(3)       PRICE PER SHARE(2)      OFFERING PRICE(2)           FEE(2)(3)
  -----------------------------------   ----------------       ------------------      -----------------          ------------
Common Stock, $0.01 par value......    100,000 shares              $30.33               $3,033,000                 $356.98

===================================================================================================================================
(1)  Includes an indeterminate number of additional shares that may be necessary
     to adjust the number of shares reserved for issuance pursuant to the Park
     Bancorp, Inc. 2003 Incentive Plan as a result of any future stock split,
     stock dividend or similar adjustment of the outstanding Common Stock of the
     Registrant.
(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and (h)(1) based upon the average of the high and
     low prices for the Common Stock as reported on the Nasdaq National Market
     on April 11, 2005.
(3)  An aggregate of 237,447 shares (as adjusted to reflect stock splits and
     stock dividends to date) are being carried forward from those shares
     previously registered by Registration Statement on Form S-8 (File No.
     333-33103) plus an indeterminate number of shares that have already been
     authorized and registered under that Registration Statement and that may
     become available for issuance. A registration fee of $1,899 was paid with
     respect to the shares registered in that filing. The previously registered
     shares being carried forward together with the shares being registered
     hereby represent the estimated number of shares intended for issuance
     pursuant to the Park Bancorp, Inc. 2003 Incentive Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         This Registration Statement relates to the registration of 100,000
shares of Common Stock, $0.01 par value per share, of Park Bancorp, Inc. (the
"Registrant") reserved for issuance under the Park Bancorp, Inc. 2003 Incentive
Plan (the "Plan"), as successor to the 1997 Stock-Based Incentive Plan (the
"1997 Plan"). The number of shares authorized to be issued under the Plan was
approved by the Registrant's shareholders on April 29, 2003. Pursuant to the
Registration Statement on Form S-8 (File No. 333-33103) filed by the Registrant
on August 7, 1997, the Registrant has previously registered an aggregate of
378,201 shares of Common Stock (as adjusted to reflect stock splits and stock
dividends to date) of which none of the shares remain available for issuance
under the 1997 Plan. The contents of that Registration Statement on Form S-8
(File No. 333-33103) are incorporated herein by reference pursuant to General
Instruction E to the Form S-8.

         The documents containing the information specified in this Part I,
which also relate to the shares remaining available under the 1997 Plan that
were previously registered under the Registration Statement on Form S-8 (File
No. 333-33103), will be sent or given to those persons who participate in the
Plan. Such documents are not required to be filed with the Securities and
Exchange Commission as a part of this Registration Statement or as an Exhibit.

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission ("Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by reference:

         (a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2004, filed with the Commission on March 30, 2005;

         (b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 2004;

         (c) The Registrant's Registration Statement on Form S-8 (File No.
333-33103) filed with the Commission on August 7, 1997; and

         (d) The description of the Common Stock of the Registrant contained in
the Registrant's Registration Statement on Form 8-A (File No. 000-20867) filed
with the Commission on June 13, 1996 pursuant to Section 12 of the Exchange Act,
and all amendments and reports filed by the Registrant for the purpose of
updating such descriptions.

         All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to
the filing of a post-effective amendment to this Registration Statement
indicating that all of the securities offered by this Registration Statement
have been sold or deregistering all such securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement. Each
document incorporated by reference into this Registration Statement shall be
deemed to be a part of this Registration Statement from the date of the filing
of such document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this Registration Statement or by any subsequently filed
amendment to this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Unless otherwise defined herein, capitalized terms used herein shall
have the same meanings assigned to them in the Registrant's Certificate of
Incorporation.

         In accordance with the General Corporation Law of the State of
Delaware, Articles TENTH and ELEVENTH of the Registrant's Certificate of
Incorporation provide as follows:

                                       3
TENTH:
-----

         A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a Director or an Officer of the
Registrant or is or was serving at the request of the Registrant 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
Registrant 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 Registrant to
provide broader indemnification rights than such law permitted the Registrant 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 of this Article TENTH with respect to proceedings to enforce rights
to indemnification, the Registrant 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 Registrant.

         B. The right to indemnification conferred in Section A of this Article
TENTH shall include the right to be paid by the Registrant the expenses incurred
in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, any 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, services to an employee benefit plan) shall be
made only upon delivery to the Registrant 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 TENTH 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 TENTH is not paid in
full by the Registrant within sixty days after a written claim has been received
by the Registrant, 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 Registrant 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 Registrant to recover an advancement of expenses pursuant to
the terms of an undertaking, the indemnitee shall be entitled to be paid also
the expenses 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 Registrant to recover an
advancement of expenses pursuant to the terms of an undertaking the Registrant
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 Registrant
(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

                                       4
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Registrant (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has not met such
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 Registrant 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 TENTH or
otherwise shall be on the Registrant.

         D. The rights to indemnification and to the advancement of expenses
conferred in this Article TENTH shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the Registrant's
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
Disinterested Directors or otherwise.

         E. The Registrant may maintain insurance, at its expense, to protect
itself and any Director, Officer, employee or agent of the Registrant or
subsidiary or Affiliate or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Registrant would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation Law.

         F. The Registrant 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 Registrant to the fullest extent of
the provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Registrant.

ELEVENTH:
--------

         A Director of the Registrant shall not be personally liable to the
Registrant 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 Registrant 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 to authorize
corporate action further eliminating or limiting the personal liability of
Directors, then the liability of a Director of the Registrant 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 Registrant shall not adversely affect any right or
protection of a Director of the Registrant existing at the time of such repeal
or modification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

      4.1     Park Bancorp, Inc. 2003 Incentive Plan.

      5.1     Opinion of Vedder, Price, Kaufman & Kammholz, P.C.

     23.1     Consent of Crowe Chizek and Company LLC.

                                       5
23.2     Consent of Vedder, Price, Kaufman & Kammholz, P.C.
              (included in Exhibit 5.1).

     24.1     Power of Attorney (included on the signature page of this
              Registration Statement).

ITEM 9.  UNDERTAKINGS.

         The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)      To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement;

                  (iii)    To include any material information with respect to
                           the plan of distribution not previously disclosed in
                           the registration statement or any material change to
                           such information in the registration statement;

                  provided, however, that paragraphs (1)(i) and (1)(ii) shall
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the registrant pursuant to Section
                  13 or 15(d) of the Exchange Act that are incorporated by
                  reference in the registration statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

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

         (4)      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 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.

         (5)      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

                                       6
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.

                                       7
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of 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 City of Chicago, State of Illinois on the 15th day of
April 2005.

                                      PARK BANCORP, INC.

                                      By:  /s/ David A. Remijas
                                           -------------------------------------
                                           David A. Remijas
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David A. Remijas and Steven J. Pokrak,
and each or any of them (with full power to act alone), his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto those 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 in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby rectifying and
confirming all that those attorneys-in-fact and agents, or their substitutes,
may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on the
dates and in the capacities indicated:
Signature                                     Title                              Date
                 ---------                                     -----                              ----
/s/ David A. Remijas
-------------------------------------------    Chairman of the Board, President and           April 15, 2005
              David A. Remijas                  Chief Executive Officer (principal
                                                        executive officer)

       /s/ Richard J. Remijas, Jr.
-------------------------------------------          Executive Vice President,                April 15, 2005
          Richard J. Remijas, Jr.              Chief Operating Officer and Director

           /s/ Steven J. Pokrak
-------------------------------------------   Treasurer, Chief Financial Officer and          April 15, 2005
              Steven J. Pokrak               Corporate Secretary (principal financial
                                             officer and principal accounting officer)

            /s/ Robert W. Krug
-------------------------------------------                  Director                         April 15, 2005
               Robert W. Krug

            /s/ John J. Murphy
-------------------------------------------                  Director                         April 15, 2005
               John J. Murphy

            /s/ Victor H. Reyes
-------------------------------------------                  Director                         April 15, 2005
              Victor H. Reyes

             /s/ Paul Shukis
-------------------------------------------                  Director                         April 15, 2005
                Paul Shukis
8
EXHIBIT INDEX

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

  4.1       Park Bancorp, Inc. 2003 Incentive Plan.

  5.1       Opinion of Vedder, Price, Kaufman & Kammholz, P.C.

 23.1       Consent of Crowe Chizek and Company LLC.

 23.2       Consent of Vedder, Price, Kaufman & Kammholz, P.C.
            (included in Exhibit 5.1).

 24.1       Power of Attorney (included on the signature page of this
            Registration Statement).

                                       9