As filed with the Securities and Exchange Commission
 on November 16, 2004                                    Registration No. 33-
 ----------------------------------------------------------------------------

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    Under
                          The Securities Act of 1933
                              __________________

                       UNITED FINANCIAL MORTGAGE CORP.
            (Exact name of Registrant as specified in its charter)

            Illinois                                    36-3440533
 (State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                     Identification No.)
                              __________________

                        815 Commerce Drive, Suite 100
                          Oak Brook, Illinois 60523
                   (Address of principal executive offices)
                              __________________

                       UNITED FINANCIAL MORTGAGE CORP.
                          2004 STOCK INCENTIVE PLAN
                           (Full title of the plan)
                              __________________

                              Steve Y. Khoshabe
                    President and Chief Executive Officer
                       United Financial Mortgage Corp.
                        815 Commerce Drive, Suite 100
                          Oak Brook, Illinois 60523
                   (Name and address of agent for service)

                                (630) 571-7222
        (Telephone number, including area code, of agent for service)

                               With copies to:

                          Edwin S. del Hierro, Esq.
             Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLP
                      333 West Wacker Drive, Suite 2700
                           Chicago, Illinois 60606
                                (312) 984-3100


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

                                     Proposed     Proposed
    Title of                         Maximum       Maximum
   Securities                        Offering     Aggregate     Amount of
      to be         Amount to be    Price per     Offering     Registration
   Registered     Registered(1)(2)   Share(2)    Price(1)(2)      Fee(2)
 ----------------------------------------------------------------------------
  Common Stock,
  no par value     400,000 shares     $4.43      $1,772,000      $224.51
 ----------------------------------------------------------------------------

 (1) Pursuant  to Rule  416(a) under  the Securities  Act, this  Registration
     Statement also registers such indeterminate  number of additional shares
     as may be issuable under the Plan in connection with share splits, share
     dividends or similar transactions.

 (2) Estimated pursuant  to Rule 457(h) under the Securities Act, solely  for
     the purpose of calculating the registration fee, based on the average of
     the high and low prices for the Registrant's common stock as reported on
     November 12, 2004.

<PAGE>

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The document(s) containing the information specified in Part I of  Form
 S-8 will be sent or given  to participants in the United Financial  Mortgage
 Corp. 2004 Stock Incentive Plan (the "Plan") as specified by Rule  428(b)(1)
 promulgated by  the Securities  and Exchange  Commission (the  "Commission")
 under the Securities Act of 1933, as amended (the "Securities Act").

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



                                   PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

 Item 3.   Incorporation of Certain Documents by Reference.
           ------------------------------------------------
      The following  documents previously  or  concurrently filed  by  United
 Financial Mortgage  Corp. (the  "Company") with  the Commission  are  hereby
 incorporated by reference into this Registration Statement:

      (a)  The Company's  Annual Report  on  Form 10-KSB  for the year  ended
           April 30, 2004;

      (b)  All other reports filed pursuant to Section 13(a) or 15(d) of  the
           Securities Exchange Act of 1934, as amended (the "Exchange  Act"),
           since the end of the last fiscal year; and

      (c)  The description of  the Company's Common  Stock set  forth in  the
           Company's Registration  Statement on  Form  SB-2, filed  with  the
           Commission  on  October  14,  2003,  is  hereby  incorporated   by
           reference, together with all amendments  or reports filed for  the
           purpose of updating such description.

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

 Item 4.   Description of Securities.
           --------------------------
      Not Applicable.

 Item 5.   Interests of Named Experts and Counsel.
           ---------------------------------------
      Not applicable.

 Item 6.   Indemnification of Directors and Officers.
           ------------------------------------------
      Section 8.75  of  the Illinois  Business  Corporation Act  grants  each
 corporation organized thereunder the powers to indemnify any individual made
 party or threatened to be made party to any threatened, pending or completed
 action, suit or  proceeding because  the individual  is or  was a  director,
 officer, employee or agent of  the corporation, against expenses  (including
 attorneys' fees), judgments, fines and  amounts paid in settlement  actually
 and reasonably incurred with respect to an action, suit or proceeding if the
 individual acted  in good  faith, and  the individual  reasonably  believed:
 (a) that the individual's conduct  was in the corporation's best  interests;
 (b)  that  the  individual's  conduct  was  at  least  not  opposed  to  the
 corporation's  best  interests;  and  (c)  in  the  case  of  any   criminal
 proceeding, that  the individual  had no  reasonable  cause to  believe  the
 individual's conduct was  unlawful.  However,  there will be  limited or  no
 indemnification for directors, officers, employees or agents adjudged to  be
 liable to the corporation where such  individuals are parties to any  action
 by or in the right of the corporation.

      Article VI of the Company's Bylaws provides as follows:

      Section 1.  The  corporation  shall  indemnify  any  person  who was or
 is  a  party  or  is  threatened  to  be made  a  party  to any  threatened,
 pending or completed action,  suit  or proceeding,  whether civil, criminal,
 administrative or investigative (other than an action by or in the right  of
 the corporation)  by reason  of the  fact  that he  is  or was  a  director,
 officer, employee or agent of the corporation,  or is or was serving at  the
 request of the  corporation as  a director,  officer, employee  or agent  of
 another corporation, partnership, joint venture, trust or other  enterprise,
 against expenses (including attorneys'  fees), judgments, fines and  amounts
 paid in settlement  actually and reasonably  incurred by  him in  connection
 with such action,  suit or proceeding  if he acted  in good faith  and in  a
 manner he reasonably believed to be in or not opposed to the best  interests
 of the corporation, and with respect  to any criminal action or  proceeding,
 had  no  reasonable  cause  to  believe  his  conduct  was   unlawful.   The
 termination  of  any  action,  suit   or  proceeding  by  judgment,   order,
 settlement, conviction, or upon a plea of nolo contendere or its equivalent,
 shall not, of itself, create  a presumption that the  person did not act  in
 good faith and  in a manner  which he reasonably  believed to be  in or  not
 opposed to the best interests of  the corporation, and, with respect  to any
 criminal action  or proceeding,  had reasonable  cause to  believe that  his
 conduct was unlawful.

      Section 2.  The corporation shall indemnify any person who was or is  a
 party or is  threatened to be  made a party  to any  threatened, pending  or
 completed action or suit by or in the right of the corporation to procure  a
 judgment in its favor by reason  of the fact that he  is or was a  director,
 officer, employee or agent of the corporation,  or is or was serving at  the
 request of the  corporation as  a director,  officer, employee  or agent  of
 another corporation, partnership, joint  venture, trust or other  enterprise
 against expenses(including attorneys' fees) actually and reasonably incurred
 by him in connection with the defense  or settlement of such action or  suit
 if he acted in good faith and in a manner he reasonably believed to be in or
 not opposed to  the best  interests of the  corporation and  except that  no
 indemnification shall be made in respect of any claim, issue or matter as to
 which such person shall  have been adjudged to  be liable for negligence  or
 misconduct in the  performance of this  duty to the  corporation unless  and
 only to the extent  that the Court of  Chancery or the  court in which  such
 action or suit was  brought shall determine  upon application that,  despite
 the adjudication of liability  but in view of  all the circumstances of  the
 case, such person is  fairly and reasonably entitled  to indemnity for  such
 expenses which the Court of Chancery or such other court shall deem proper.

      Section 3.  To the extent  that a director, officer, employee or  agent
 of the corporation has been successful on the merits or otherwise in defense
 of any action, suit  or proceeding referred to  in Sections 1  and  2, or in
 defense of  any claim,  issue or  matter therein,  he shall  be  indemnified
 against  expenses  (including   attorneys'  fees)  actually  and  reasonably
 incurred by him in connection therewith.

      Section 4.  Any indemnification under Sections 1 and 2 (unless  ordered
 by a court)  shall be  made by  the corporation  only as  authorized in  the
 specific case upon  a determination  that indemnification  of the  director,
 officer, employee or agent is proper in the circumstances because he has met
 the applicable standard  of conduct set  forth in Sections  1  and  2.  Such
 determination shall be made (1) by the board of directors by a majority vote
 of a quorum  consisting of directors  who were not  parties to such  action,
 suit or proceeding, or (2) if such a  quorum is not obtainable, or, even  if
 obtainable a quorum  of disinterested directors  so directs, by  independent
 legal counsel in a written opinion, or (3) by the shareholders.

      Section 5.  Expenses incurred in defending a civil or criminal  action,
 suitor proceeding may  be paid by  the corporation in  advance of the  final
 disposition of such action, suit or proceeding as authorized by the board of
 directors in  the specific  case upon  receipt of  an undertaking  by or  on
 behalf of the  director, officer,  employee or  agent to  repay such  amount
 unless it  shall  ultimately  be  determined  that  he  is  entitled  to  be
 indemnified by the corporation as authorized in this Article.

      Section 6.  The indemnification provided  by this Article shall not  be
 deemed exclusive of any other rights to which those seeking  indemnification
 may been  titled  under  any by-law,  agreement,  vote  of  shareholders  or
 disinterested directors  or otherwise,  both as  to action  in his  official
 capacity and as to action in another capacity while holding such office, and
 shall continue as  to a person  who has ceased  to be  a director,  officer,
 employee or agent and shall inure to the benefit of the heirs, executors and
 administrators of such a person.

      Section 7.  The corporation shall  have power to purchase  and maintain
 insurance on  behalf  of any  person  who is  or  was a  director,  officer,
 employee or agent of the corporation, or is or was serving at the request of
 the  corporation  as  a  director, officer,  employee  or  agent  of another
 corporation, partnership, joint venture,  trust or other enterprise  against
 any liability asserted against him and incurred by him in any such capacity,
 or arising out of his status as  such, whether or not the corporation  would
 have the power to indemnify him against such liability under the  provisions
 of this Article VI.

      Section 8.   If  the corporation  has paid  indemnity or  has  advanced
 expenses  to  a  director,  officer,  employee  or  agent  pursuant  to this
 Article VI,  then,  and in such  event, the  corporation shall  report  such
 indemnification or advance in writing to the shareholders of the corporation
 with or  in advance  of  the notice  of  the next  succeeding  shareholders'
 meeting.

      Section 9.    For  purposes  of this  Article  VI,  references  to  the
 "corporation" shall include, in addition  to the surviving corporation,  any
 merging corporation(including any corporation  having merged with  a merging
 corporation) absorbed  in  a  merger which,  if its  separate existence  had
 continued,  would  have  had  the  power  and  authority  to  indemnify  its
 directors, officers,  employees  or agents, so  that any  person  who was  a
 director, officer, employee  or agent of  such merging  corporation, or  was
 serving at the request of such  merging corporation as a director,  officer,
 employee or agent of another corporation, partnership, joint venture,  trust
 or other enterprise, shall stand in  the same position under the  provisions
 of this Article VI with respect to the surviving corporation as such  person
 would have  with  respect  to  such  merging  corporation  if  its  separate
 existence had continued.

      Section 10.   For purposes  of this  Article VI,  references to  "other
 enterprises" shall  include,  without limitation,  employee  benefit  plans;
 references to "fines" shall  include any excise taxes  assessed on a  person
 with respect to an employee benefit plan; and references to "serving at  the
 request of  the  corporation"  shall include  any  service  as  a  director,
 officer, employee or agent  of the corporation which  imposes duties on,  or
 involves services by, such director, officer, employee or agent with respect
 to an employee benefit  plan, its participants or  beneficiaries.  A  person
 who acted in good faith and in a manner he or she reasonably believed to  be
 in the best interests of the  participants and beneficiaries of an  employee
 benefit plan shall be deemed to have acted  in a manner "not opposed to  the
 best interests of the corporation" as referred to in this Article VI.

      The effect  of  the  foregoing  provisions  of  the  Illinois  Business
 Corporation Act and our  Bylaws would be to  permit such indemnification  of
 officers and  directors by  the Company  for liabilities  arising under  the
 Securities Act of 1933, as amended.

      The Company also carries  Directors' and Officers' liability  insurance
 in the amount of $1 million.

 Item 7.   Exemption from Registration Claimed.
           ------------------------------------
      Not Applicable.

 Item 8.   Exhibits.
           ---------
      See the Exhibit Index following the signature page in this Registration
 Statement, which Exhibit Index is incorporated herein by reference.

 Item 9.   Undertakings.
           -------------
      (a)  The undersigned Registrant hereby undertakes:

           (1)  To file, during any period in which offers or sales are being
      made,  a  post-effective  amendment  to  the  Registration Statement to
      include:

                (i)  any prospectus  required  by  Section  10(a)(3)  of  the
                     Securities Act;

                (ii) to reflect in the prospectus any facts or events arising
                     after the effective date  of the Registration  Statement
                     which, individually  or in  the aggregate,  represent  a
                     fundamental change in the  information set forth in  the
                     Registration Statement; and

               (iii) 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   provisions  (i)   and  (ii)   of   this
                     undertaking are inapplicable  if the  information to  be
                     filed thereunder is contained in periodic reports  filed
                     by the Company pursuant to Sections  13 or 15(d) of  the
                     Exchange Act  and  incorporated by  reference  into  the
                     Registration Statement.

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

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

      (b)  The undersigned Registrant hereby undertakes that, for purposes of
 determining any  liability under  the Securities  Act,  each filing  of  the
 Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
 Exchange Act  (and, where  applicable, each  filing of  an employee  benefit
 plan's annual report pursuant to Section 15(d) of the Exchange Act) that  is
 incorporated by reference in the registration  statement shall be deemed  to
 be a new registration statement relating to the securities offered  therein,
 and the offering of such securities at that  time shall be deemed to be  the
 initial bona fide offering thereof.

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


                                  SIGNATURES

      In accordance with the requirements of the Securities Act of 1933,  the
 Registrant certifies that it has reasonable grounds to believe that it meets
 all of the  requirements of filing  on Form S-8  and have  duly caused  this
 Registration Statement  to be  signed on  their behalf  by the  undersigned,
 thereunder duly authorized, in the City of Oak Brook, State of Illinois,  on
 November 16, 2004.

                             UNITED FINANCIAL MORTGAGE CORP.


                             By:  /s/ Steve Y. Khoshabe
                             ----------------------------
                                  Steve Y. Khoshabe
                                  President and Chief Executive Officer

                             By:  /s/  Robert L. Hiatt
                             ----------------------------
                                  Robert L. Hiatt
                                  Chief Financial Officer

<PAGE>

                              POWER OF ATTORNEY

      Know all  men  by these  presents,  that each  person  whose  signature
 appears below constitutes and  appoints Steve Y. Khoshabe,  his or her  true
 and lawful attorney-in-fact and agent, with  full power of substitution  and
 re-substitution, for him or her and in his or her name, place and stead,  in
 any and  all capacities  to  sign any  or  all amendments  (including  post-
 effective 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 said  attorney-in-fact
 and agent, 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 or she might or could do in person, hereby
 ratifying and confirming all  that said attorney-in-fact  and agent, or  his
 substitute or substitutes,  may lawfully do  or cause to  be done by  virtue
 hereof.

      In accordance with the requirements of the Securities Act of 1933, this
 Registration Statement was signed by the following persons in the capacities
 indicated on November 16, 2004.

        Signature                             Title
        ---------                             -----
   /s/ Joseph Khoshabe                   Chairman, Director
   ----------------------------
   Joseph Khoshabe


   /s/ Steve Y. Khoshabe                 President and Chief Executive
   ----------------------------          Officer, Director
   Steve Y. Khoshabe


   /s/ John A. Clark                     Director
   ----------------------------
   John A. Clark


   /s/ Elliot R. Jacobs                  Director
   ----------------------------
   Elliot R. Jacobs


   /s/ Anthony W. Schweiger              Director
   ----------------------------
   Anthony W. Schweiger

<PAGE>

                       UNITED FINANCIAL MORTGAGE CORP.

                                EXHIBIT INDEX
                                      TO
                       FORM S-8 REGISTRATION STATEMENT


                                     Incorporated
 Exhibit                              Herein by                     Filed
   No.      Description              Reference to                  Herewith
 ----------------------------------------------------------------------------
 3.1     Amended and          Exhibit 3(i) to the Company's
         Restated Articles    Registration Statement on Form
         of Incorporation of  SB-2 filed with the Commission
         United Financial     on May 14, 1997
         Mortgage Corp.


 3.2(i)  Bylaws of United     Exhibit 3(i) to the Company's
         Financial Mortgage   Quarterly Report on Form 10-Q/A
         Corp.                filed with the Commission on
                              September 17, 2004

 3.2(ii) Amendment to         Exhibit 3(ii) to the Company's
         Bylaws of United     Quarterly Report on Form 10-Q/A
         Financial Mortgage   filed with the Commission on
         Corp.                September 17, 2004

 5.1     Opinion of Barack                                            X
         Ferrazzano
         Kirschbaum Perlman
         & Nagelberg LLP

 10.1    United Financial     Exhibit A to the Company's
         Mortgage Corp.       proxy statement filed on August
         2004 Stock           17, 2004 for the annual meeting
         Incentive Plan       held September 8, 2004.

 23.1    Consent of Crowe                                             X
         Chizek and Company
         LLC

 23.2    Consent of Barack                                      Included in
         Ferrazzano                                             Exhibit 5.1
         Kirschbaum Perlman
         & Nagelberg LLP

 24.1    Power of Attorney                                      Included on
                                                                the Signature
                                                                Page to this
                                                                Registration
                                                                Statement
[{"type": "S-8", "sequence": "1", "filename": "ufm111604s8.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 26428}]
{"company-data": {"conformed-name": "UNITED FINANCIAL MORTGAGE CORP", "cik": "0000916823", "assigned-sic": "6162", "irs-number": "363440533", "state-of-incorporation": "IL", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120541", "film-number": "041149243"}, "business-address": {"street1": "815 COMMERCE DRIVE", "street2": "SUITE 100", "city": "OAK BROOK", "state": "IL", "zip": "60523", "phone": "6305717222"}, "mail-address": {"street1": "815 COMMERCE DRIVE", "street2": "SUITE 100", "city": "OAK BROOK", "state": "IL", "zip": "60523"}}
As filed with the Securities and Exchange Commission
 on November 16, 2004                                    Registration No. 33-
 ----------------------------------------------------------------------------

                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                   FORM S-8
                            REGISTRATION STATEMENT
                                    Under
                          The Securities Act of 1933
                              __________________

                       UNITED FINANCIAL MORTGAGE CORP.
            (Exact name of Registrant as specified in its charter)

            Illinois                                    36-3440533
 (State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                     Identification No.)
                              __________________

                        815 Commerce Drive, Suite 100
                          Oak Brook, Illinois 60523
                   (Address of principal executive offices)
                              __________________

                       UNITED FINANCIAL MORTGAGE CORP.
                          2004 STOCK INCENTIVE PLAN
                           (Full title of the plan)
                              __________________

                              Steve Y. Khoshabe
                    President and Chief Executive Officer
                       United Financial Mortgage Corp.
                        815 Commerce Drive, Suite 100
                          Oak Brook, Illinois 60523
                   (Name and address of agent for service)

                                (630) 571-7222
        (Telephone number, including area code, of agent for service)

                               With copies to:

                          Edwin S. del Hierro, Esq.
             Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLP
                      333 West Wacker Drive, Suite 2700
                           Chicago, Illinois 60606
                                (312) 984-3100

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

                                     Proposed     Proposed
    Title of                         Maximum       Maximum
   Securities                        Offering     Aggregate     Amount of
      to be         Amount to be    Price per     Offering     Registration
   Registered     Registered(1)(2)   Share(2)    Price(1)(2)      Fee(2)
 ----------------------------------------------------------------------------
  Common Stock,
  no par value     400,000 shares     $4.43      $1,772,000      $224.51
 ----------------------------------------------------------------------------

 (1) Pursuant  to Rule  416(a) under  the Securities  Act, this  Registration
     Statement also registers such indeterminate  number of additional shares
     as may be issuable under the Plan in connection with share splits, share
     dividends or similar transactions.

 (2) Estimated pursuant  to Rule 457(h) under the Securities Act, solely  for
     the purpose of calculating the registration fee, based on the average of
     the high and low prices for the Registrant's common stock as reported on
     November 12, 2004.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The document(s) containing the information specified in Part I of  Form
 S-8 will be sent or given  to participants in the United Financial  Mortgage
 Corp. 2004 Stock Incentive Plan (the "Plan") as specified by Rule  428(b)(1)
 promulgated by  the Securities  and Exchange  Commission (the  "Commission")
 under the Securities Act of 1933, as amended (the "Securities Act").

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

                                   PART II

                    INFORMATION NOT REQUIRED IN PROSPECTUS

 Item 3.   Incorporation of Certain Documents by Reference.
           ------------------------------------------------
      The following  documents previously  or  concurrently filed  by  United
 Financial Mortgage  Corp. (the  "Company") with  the Commission  are  hereby
 incorporated by reference into this Registration Statement:

      (a)  The Company's  Annual Report  on  Form 10-KSB  for the year  ended
           April 30, 2004;

      (b)  All other reports filed pursuant to Section 13(a) or 15(d) of  the
           Securities Exchange Act of 1934, as amended (the "Exchange  Act"),
           since the end of the last fiscal year; and

      (c)  The description of  the Company's Common  Stock set  forth in  the
           Company's Registration  Statement on  Form  SB-2, filed  with  the
           Commission  on  October  14,  2003,  is  hereby  incorporated   by
           reference, together with all amendments  or reports filed for  the
           purpose of updating such description.

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

 Item 4.   Description of Securities.
           --------------------------
      Not Applicable.

 Item 5.   Interests of Named Experts and Counsel.
           ---------------------------------------
      Not applicable.

 Item 6.   Indemnification of Directors and Officers.
           ------------------------------------------
      Section 8.75  of  the Illinois  Business  Corporation Act  grants  each
 corporation organized thereunder the powers to indemnify any individual made
 party or threatened to be made party to any threatened, pending or completed
 action, suit or  proceeding because  the individual  is or  was a  director,
 officer, employee or agent of  the corporation, against expenses  (including
 attorneys' fees), judgments, fines and  amounts paid in settlement  actually
 and reasonably incurred with respect to an action, suit or proceeding if the
 individual acted  in good  faith, and  the individual  reasonably  believed:
 (a) that the individual's conduct  was in the corporation's best  interests;
 (b)  that  the  individual's  conduct  was  at  least  not  opposed  to  the
 corporation's  best  interests;  and  (c)  in  the  case  of  any   criminal
 proceeding, that  the individual  had no  reasonable  cause to  believe  the
 individual's conduct was  unlawful.  However,  there will be  limited or  no
 indemnification for directors, officers, employees or agents adjudged to  be
 liable to the corporation where such  individuals are parties to any  action
 by or in the right of the corporation.

      Article VI of the Company's Bylaws provides as follows:

      Section 1.  The  corporation  shall  indemnify  any  person  who was or
 is  a  party  or  is  threatened  to  be made  a  party  to any  threatened,
 pending or completed action,  suit  or proceeding,  whether civil, criminal,
 administrative or investigative (other than an action by or in the right  of
 the corporation)  by reason  of the  fact  that he  is  or was  a  director,
 officer, employee or agent of the corporation,  or is or was serving at  the
 request of the  corporation as  a director,  officer, employee  or agent  of
 another corporation, partnership, joint venture, trust or other  enterprise,
 against expenses (including attorneys'  fees), judgments, fines and  amounts
 paid in settlement  actually and reasonably  incurred by  him in  connection
 with such action,  suit or proceeding  if he acted  in good faith  and in  a
 manner he reasonably believed to be in or not opposed to the best  interests
 of the corporation, and with respect  to any criminal action or  proceeding,
 had  no  reasonable  cause  to  believe  his  conduct  was   unlawful.   The
 termination  of  any  action,  suit   or  proceeding  by  judgment,   order,
 settlement, conviction, or upon a plea of nolo contendere or its equivalent,
 shall not, of itself, create  a presumption that the  person did not act  in
 good faith and  in a manner  which he reasonably  believed to be  in or  not
 opposed to the best interests of  the corporation, and, with respect  to any
 criminal action  or proceeding,  had reasonable  cause to  believe that  his
 conduct was unlawful.

      Section 2.  The corporation shall indemnify any person who was or is  a
 party or is  threatened to be  made a party  to any  threatened, pending  or
 completed action or suit by or in the right of the corporation to procure  a
 judgment in its favor by reason  of the fact that he  is or was a  director,
 officer, employee or agent of the corporation,  or is or was serving at  the
 request of the  corporation as  a director,  officer, employee  or agent  of
 another corporation, partnership, joint  venture, trust or other  enterprise
 against expenses(including attorneys' fees) actually and reasonably incurred
 by him in connection with the defense  or settlement of such action or  suit
 if he acted in good faith and in a manner he reasonably believed to be in or
 not opposed to  the best  interests of the  corporation and  except that  no
 indemnification shall be made in respect of any claim, issue or matter as to
 which such person shall  have been adjudged to  be liable for negligence  or
 misconduct in the  performance of this  duty to the  corporation unless  and
 only to the extent  that the Court of  Chancery or the  court in which  such
 action or suit was  brought shall determine  upon application that,  despite
 the adjudication of liability  but in view of  all the circumstances of  the
 case, such person is  fairly and reasonably entitled  to indemnity for  such
 expenses which the Court of Chancery or such other court shall deem proper.

      Section 3.  To the extent  that a director, officer, employee or  agent
 of the corporation has been successful on the merits or otherwise in defense
 of any action, suit  or proceeding referred to  in Sections 1  and  2, or in
 defense of  any claim,  issue or  matter therein,  he shall  be  indemnified
 against  expenses  (including   attorneys'  fees)  actually  and  reasonably
 incurred by him in connection therewith.

      Section 4.  Any indemnification under Sections 1 and 2 (unless  ordered
 by a court)  shall be  made by  the corporation  only as  authorized in  the
 specific case upon  a determination  that indemnification  of the  director,
 officer, employee or agent is proper in the circumstances because he has met
 the applicable standard  of conduct set  forth in Sections  1  and  2.  Such
 determination shall be made (1) by the board of directors by a majority vote
 of a quorum  consisting of directors  who were not  parties to such  action,
 suit or proceeding, or (2) if such a  quorum is not obtainable, or, even  if
 obtainable a quorum  of disinterested directors  so directs, by  independent
 legal counsel in a written opinion, or (3) by the shareholders.

      Section 5.  Expenses incurred in defending a civil or criminal  action,
 suitor proceeding may  be paid by  the corporation in  advance of the  final
 disposition of such action, suit or proceeding as authorized by the board of
 directors in  the specific  case upon  receipt of  an undertaking  by or  on
 behalf of the  director, officer,  employee or  agent to  repay such  amount
 unless it  shall  ultimately  be  determined  that  he  is  entitled  to  be
 indemnified by the corporation as authorized in this Article.

      Section 6.  The indemnification provided  by this Article shall not  be
 deemed exclusive of any other rights to which those seeking  indemnification
 may been  titled  under  any by-law,  agreement,  vote  of  shareholders  or
 disinterested directors  or otherwise,  both as  to action  in his  official
 capacity and as to action in another capacity while holding such office, and
 shall continue as  to a person  who has ceased  to be  a director,  officer,
 employee or agent and shall inure to the benefit of the heirs, executors and
 administrators of such a person.

      Section 7.  The corporation shall  have power to purchase  and maintain
 insurance on  behalf  of any  person  who is  or  was a  director,  officer,
 employee or agent of the corporation, or is or was serving at the request of
 the  corporation  as  a  director, officer,  employee  or  agent  of another
 corporation, partnership, joint venture,  trust or other enterprise  against
 any liability asserted against him and incurred by him in any such capacity,
 or arising out of his status as  such, whether or not the corporation  would
 have the power to indemnify him against such liability under the  provisions
 of this Article VI.

      Section 8.   If  the corporation  has paid  indemnity or  has  advanced
 expenses  to  a  director,  officer,  employee  or  agent  pursuant  to this
 Article VI,  then,  and in such  event, the  corporation shall  report  such
 indemnification or advance in writing to the shareholders of the corporation
 with or  in advance  of  the notice  of  the next  succeeding  shareholders'
 meeting.

      Section 9.    For  purposes  of this  Article  VI,  references  to  the
 "corporation" shall include, in addition  to the surviving corporation,  any
 merging corporation(including any corporation  having merged with  a merging
 corporation) absorbed  in  a  merger which,  if its  separate existence  had
 continued,  would  have  had  the  power  and  authority  to  indemnify  its
 directors, officers,  employees  or agents, so  that any  person  who was  a
 director, officer, employee  or agent of  such merging  corporation, or  was
 serving at the request of such  merging corporation as a director,  officer,
 employee or agent of another corporation, partnership, joint venture,  trust
 or other enterprise, shall stand in  the same position under the  provisions
 of this Article VI with respect to the surviving corporation as such  person
 would have  with  respect  to  such  merging  corporation  if  its  separate
 existence had continued.

      Section 10.   For purposes  of this  Article VI,  references to  "other
 enterprises" shall  include,  without limitation,  employee  benefit  plans;
 references to "fines" shall  include any excise taxes  assessed on a  person
 with respect to an employee benefit plan; and references to "serving at  the
 request of  the  corporation"  shall include  any  service  as  a  director,
 officer, employee or agent  of the corporation which  imposes duties on,  or
 involves services by, such director, officer, employee or agent with respect
 to an employee benefit  plan, its participants or  beneficiaries.  A  person
 who acted in good faith and in a manner he or she reasonably believed to  be
 in the best interests of the  participants and beneficiaries of an  employee
 benefit plan shall be deemed to have acted  in a manner "not opposed to  the
 best interests of the corporation" as referred to in this Article VI.

      The effect  of  the  foregoing  provisions  of  the  Illinois  Business
 Corporation Act and our  Bylaws would be to  permit such indemnification  of
 officers and  directors by  the Company  for liabilities  arising under  the
 Securities Act of 1933, as amended.

      The Company also carries  Directors' and Officers' liability  insurance
 in the amount of $1 million.

 Item 7.   Exemption from Registration Claimed.
           ------------------------------------
      Not Applicable.

 Item 8.   Exhibits.
           ---------
      See the Exhibit Index following the signature page in this Registration
 Statement, which Exhibit Index is incorporated herein by reference.

 Item 9.   Undertakings.
           -------------
      (a)  The undersigned Registrant hereby undertakes:

           (1)  To file, during any period in which offers or sales are being
      made,  a  post-effective  amendment  to  the  Registration Statement to
      include:

                (i)  any prospectus  required  by  Section  10(a)(3)  of  the
                     Securities Act;

                (ii) to reflect in the prospectus any facts or events arising
                     after the effective date  of the Registration  Statement
                     which, individually  or in  the aggregate,  represent  a
                     fundamental change in the  information set forth in  the
                     Registration Statement; and

               (iii) 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   provisions  (i)   and  (ii)   of   this
                     undertaking are inapplicable  if the  information to  be
                     filed thereunder is contained in periodic reports  filed
                     by the Company pursuant to Sections  13 or 15(d) of  the
                     Exchange Act  and  incorporated by  reference  into  the
                     Registration Statement.

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

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

      (b)  The undersigned Registrant hereby undertakes that, for purposes of
 determining any  liability under  the Securities  Act,  each filing  of  the
 Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
 Exchange Act  (and, where  applicable, each  filing of  an employee  benefit
 plan's annual report pursuant to Section 15(d) of the Exchange Act) that  is
 incorporated by reference in the registration  statement shall be deemed  to
 be a new registration statement relating to the securities offered  therein,
 and the offering of such securities at that  time shall be deemed to be  the
 initial bona fide offering thereof.

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

                                  SIGNATURES

      In accordance with the requirements of the Securities Act of 1933,  the
 Registrant certifies that it has reasonable grounds to believe that it meets
 all of the  requirements of filing  on Form S-8  and have  duly caused  this
 Registration Statement  to be  signed on  their behalf  by the  undersigned,
 thereunder duly authorized, in the City of Oak Brook, State of Illinois,  on
 November 16, 2004.

                             UNITED FINANCIAL MORTGAGE CORP.

                             By:  /s/ Steve Y. Khoshabe
                             ----------------------------
                                  Steve Y. Khoshabe
                                  President and Chief Executive Officer

                             By:  /s/  Robert L. Hiatt
                             ----------------------------
                                  Robert L. Hiatt
                                  Chief Financial Officer
POWER OF ATTORNEY

      Know all  men  by these  presents,  that each  person  whose  signature
 appears below constitutes and  appoints Steve Y. Khoshabe,  his or her  true
 and lawful attorney-in-fact and agent, with  full power of substitution  and
 re-substitution, for him or her and in his or her name, place and stead,  in
 any and  all capacities  to  sign any  or  all amendments  (including  post-
 effective 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 said  attorney-in-fact
 and agent, 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 or she might or could do in person, hereby
 ratifying and confirming all  that said attorney-in-fact  and agent, or  his
 substitute or substitutes,  may lawfully do  or cause to  be done by  virtue
 hereof.

      In accordance with the requirements of the Securities Act of 1933, this
 Registration Statement was signed by the following persons in the capacities
 indicated on November 16, 2004.

        Signature                             Title
        ---------                             -----
   /s/ Joseph Khoshabe                   Chairman, Director
   ----------------------------
   Joseph Khoshabe

   /s/ Steve Y. Khoshabe                 President and Chief Executive
   ----------------------------          Officer, Director
   Steve Y. Khoshabe

   /s/ John A. Clark                     Director
   ----------------------------
   John A. Clark

   /s/ Elliot R. Jacobs                  Director
   ----------------------------
   Elliot R. Jacobs

   /s/ Anthony W. Schweiger              Director
   ----------------------------
   Anthony W. Schweiger
UNITED FINANCIAL MORTGAGE CORP.

                                EXHIBIT INDEX
                                      TO
                       FORM S-8 REGISTRATION STATEMENT

                                     Incorporated
 Exhibit                              Herein by                     Filed
   No.      Description              Reference to                  Herewith
 ----------------------------------------------------------------------------
 3.1     Amended and          Exhibit 3(i) to the Company's
         Restated Articles    Registration Statement on Form
         of Incorporation of  SB-2 filed with the Commission
         United Financial     on May 14, 1997
         Mortgage Corp.

 3.2(i)  Bylaws of United     Exhibit 3(i) to the Company's
         Financial Mortgage   Quarterly Report on Form 10-Q/A
         Corp.                filed with the Commission on
                              September 17, 2004

 3.2(ii) Amendment to         Exhibit 3(ii) to the Company's
         Bylaws of United     Quarterly Report on Form 10-Q/A
         Financial Mortgage   filed with the Commission on
         Corp.                September 17, 2004

 5.1     Opinion of Barack                                            X
         Ferrazzano
         Kirschbaum Perlman
         & Nagelberg LLP

 10.1    United Financial     Exhibit A to the Company's
         Mortgage Corp.       proxy statement filed on August
         2004 Stock           17, 2004 for the annual meeting
         Incentive Plan       held September 8, 2004.

 23.1    Consent of Crowe                                             X
         Chizek and Company
         LLC

 23.2    Consent of Barack                                      Included in
         Ferrazzano                                             Exhibit 5.1
         Kirschbaum Perlman
         & Nagelberg LLP

 24.1    Power of Attorney                                      Included on
                                                                the Signature
                                                                Page to this
                                                                Registration
                                                                Statement