Registration No. 333-         

                    SECURITIES AND EXCHANGE COMMISSION                          
                          Washington, D.C.  20549
                                  __________

                                   FORM S-8                                     
                             REGISTRATION STATEMENT
                                       Under
                          THE SECURITIES ACT OF 1933
                                  __________

                             MAF Bancorp, Inc.
            (Exact name of registrant as specified in its charter)
        Delaware                                             36-3664868
 (State or Other Jurisdiction                              (I.R.S. Employer
 of Incorporation or Organization)   55th & Holmes        Identification No.)
                              Clarendon Hills, Illinois 60514
   (Address, including zip code of registrant's principal executive office)
                             ____________________

                             N.S. BANCORP, INC.
                      1990 INCENTIVE STOCK OPTION PLAN                          
                           (Full title of the plan)
                                  __________

                                Michael Janssen
                               MAF BANCORP, INC.
                                 55th & Holmes
                        Clarendon Hills, Illinois 60514
                                (708) 986-7544
    (Name, address and telephone number, including area code, of agent for
                                   service)

                                  Copies to:
                            Jennifer R. Evans, Esq.
                       VEDDER, PRICE, KAUFMAN & KAMMHOLZ
                           222 North LaSalle Street
                           Chicago, Illinois  60601
                                (312) 609-7500
                                  __________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
      Title of         Amount      Proposed         Proposed       Amount of
     Securities          to         Maximum          Maximum       Registration
  to be Registered       be        Offering         Aggregate      Fee (1)
                      Registered   Price Per     Offering Price
                                   Share (1)           (1)

 <S>                  <C>           <C>             <C>              <C>
 Common Stock, par    167,233       $4.7836         $799,976         $ 276
 value $.01 per
 share
</TABLE>

(1)   Pursuant  to  Rule 457(h)(1)  under  the  Securities  Act of  1933,  the
      proposed maximum offering  price per share and the registration fee have
      been based on the option exercise price of the options outstanding under
      the stock option plan covered hereby.<PAGE>



<PAGE>

                                    PART I

                   INFORMATION REQUIRED IN THE SECTION 10(a)

                                  PROSPECTUS



Note: The documents containing the information  required by this section  will
      be  given to those persons, all of  whom were employees of N.S. Bancorp,
      Inc. immediately prior  to the merger of N.S. Bancorp  with and into MAF
      Bancorp, Inc. ("Registrant") on  May 30, 1996, currently holding options
      granted under the N.S.  Bancorp, Inc. 1990 Incentive Stock  Option Plan,
      as amended effective as  of May 30, 1996 (the "Plan"), which options are
      now  exercisable for shares  of Registrant's Common  Stock in accordance
      with the terms of such merger and the terms of the Plan.  Such documents
      are  not required  to be  filed with  the Commission  as a  part of  the
      Registration Statement or as an Exhibit.<PAGE>



<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

      The  following   documents  filed  with  the   Securities  and  Exchange
Commission (the  "Commission") by  MAF Bancorp,  Inc., a  Delaware corporation
("Registrant"), are incorporated in this Registration Statement by reference:

      (a)   Annual  Report on Form 10-K  for the fiscal  year ended June
            30, 1995 (File No. 0-18121)

      (b)   (i)  Registrant's  Quarterly Report  on  Form  10-Q for  the
            quarter ended September 30, 1995 and its Quarterly Report on
            Form 10-Q, as amended  by Form 10-Q/A filed on  February 22,
            1996,  for  the  quarter  ended December 31,  1995  and  its
            Quarterly  Report  on  Form   10-Q  for  the  quarter  ended
            March 31,  1996;  and (ii)  Registrant's Current  Reports on
            Form  8-K dated June 28,  1995, July 26,  1995, November 29,
            1995, November  30, 1995,  April 16,  1996 and  May 30, 1996
            (File No. 0-18121); and

      (c)   the  description of  MAF Bancorp  Common Stock  contained in
            Registration Statement on Form 8-A, dated November 14, 1989,
            filed by Registrant.

      All documents filed by  Registrant pursuant to Section 13(a),  13(c), 14
and 15(d)  of the Securities  Exchange Act of  1934 prior to  the filing  of a
post-effective amendment  which indicates  that all securities  offered hereby
have been sold  or which deregisters all securities then  remaining unsold are
incorporated by reference in this Registration Statement and are a part hereof
from the date  of filing  of such  documents.   Any statement  contained in  a
document incorporated or deemed  to be incorporated by reference  herein shall
be  deemed to  be modified  or superseded  for  purposes of  this Registration
Statement to  the extent that  a statement  contained herein or  in any  other
subsequently  filed document which also is or  is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified  or  superseded  shall  not  be  deemed,  except  as  so modified  or
superseded, to constitute a part of this Registration Statement.

Item 4.     Description of Securities.

      Not applicable.

Item 5.     Interests of Named Experts and Counsel.

      The consolidated financial statements of MAF Bancorp as of June 30, 1995
and 1994  and for each  of the years in  the three-year period  ended June 30,
1995, have been incorporated by  reference herein in reliance upon the  report
of  KPMG Peat  Marwick LLP,  independent  certified public  accountants, which
report is included in MAF Bancorp's Annual Report  on Form 10-K for the period
then ended  and incorporated  by reference herein  upon the authority  of such
firm as experts in accounting and auditing.

      Certain  legal matters in connection  with the issuance  of Common Stock
offered hereby  are being  passed upon for  the Registrant  by Vedder,  Price,
Kaufman & Kammholz.

Item 6.     Indemnification of Directors and Officers.

      In accordance with the General Corporation Law of the State  of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles Tenth and Eleventh
of the Registrant's Certificate of Incorporation provide as follows:
           

                                     2
<PAGE>

<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 proceedings,
whether  civil,  criminal,  administrative  or  investigative  (hereinafter  a
"proceeding"), by reason of the fact that he or she is or was a director or an
officer  of the  Corporation  or  is or  was  serving at  the  request of  the
Corporation as a director,  officer, employee or agent of  another corporation
or  of  a partnership,  joint venture,  trust  or other  enterprise, including
service   with  respect   to  an   employee  benefit   plan  (hereinafter   an
"indemnitee"), whether  the basis of such  proceeding is alleged action  in an
official capacity as  a director, officer, employee or agent,  or in any other
capacity while  serving as a  director, officer, employee  or agent,  shall be
indemnified  and  held  harmless by  the  Corporation  to  the fullest  extent
authorized by the Delaware General Corporation  Law, as the same exists or may
hereafter be  amended (but, in  the case  of any such  amendment, only to  the
extent  that  such  amendment  permits  the  Corporation  to  provide  broader
indemnification rights  than such  law permitted  the  Corporation to  provide
prior to such amendment),  against all expense, liability and  loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid  in settlement)  reasonably incurred  or suffered  by such  indemnitee in
connection therewith; provided, however, that, except as provided in Section C
hereof with respect to  proceedings to enforce rights to  indemnification, the
Corporation  shall  indemnify  any  such   indemnitee  in  connection  with  a
proceeding  (or  part  thereof) initiated  by  such  indemnitee  only if  such
proceeding  (or part thereof) was authorized by  the Board of Directors of the
Corporation.

      B.    The  right  to  indemnification  conferred in  Section A  of  this
Article shall  include the right  to be paid  by the Corporation  the expenses
incurred  in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement  of expenses"); provided,  however, that, if  the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee  in his or her capacity as a  director or officer (and not in
any  other capacity in  which service was  or is rendered  by such indemnitee,
including, without limitation, service  to an employee benefit plan)  shall be
made only upon delivery to  the Corporation of an undertaking (hereinafter  an
"undertaking"), by  or on behalf of  such indemnitee, to repay  all amounts so
advanced  if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this  Section  or  otherwise.    The  rights to  indemnification  and  to  the
advancement of expenses conferred in Sections A and B of this Article shall be
contract  rights and such  rights shall continue  as to an  indemnitee who has
ceased  to be a  director, officer, employee  or agent and  shall inure to the
benefit of the indemnitee's heirs, executors and administrators.

      C.    If a claim  under Section A or B  of this Article  is not paid  in
full  by the  corporation within  sixty days  after a  written claim  has been
received by the Corporation, except in the case of a claim  for an advancement
of expenses, in  which case the  applicable period shall  be twenty days,  the
indemnitee may  at any time thereafter  bring suit against the  Corporation to
recover the unpaid amount  of the claim.  If successful in whole or in part in
any such  suit,  or  in a  suit  brought  by the  Corporation  to  recover  an
advancement  of  expenses  pursuant  to  the  terms  of  an  undertaking,  the
indemnitee  shall be entitled  to be paid  also the expense  of prosecuting or
defending such suit.   In (i) any suit brought by the  indemnitee to enforce a
right  to  indemnification  hereunder  (but  not in  a  suit  brought  by  the
indemnitee to  enforce a right to  an advancement of  expenses) it shall  be a
defense  that,  and  (ii) in  any  suit  by  the  Corporation  to  recover  an
advancement   of  expenses  pursuant  to  the  terms  of  an  undertaking  the
Corporation   shall  be  entitled  to  recover  such  expenses  upon  a  final
adjudication  that, the  indemnitee has  not met  any applicable  standard for
indemnification  set forth in the  Delaware General Corporation  Law.  Neither
the  failure of the Corporation (including its board of directors, independent
legal counsel, or its stockholders) to have made a determination  prior to the
commencement of  such suit that indemnification of the indemnitee is proper in
the  circumstances because the indemnitee  has met the  applicable standard of
conduct  set forth  in the  Delaware General  Corporation Law,  nor an  actual
determination  by   the  Corporation   (including  its  board   of  directors,
independent  legal counsel, or its  stockholders) that the  indemnitee has not
met such applicable standard  of conduct, shall create a  presumption that the
indemnitee has not met the applicable  standard of conduct or, in the  case of
such a suit brought by the indemnitee, be a defense to such suit.  In any suit
brought  by the  indemnitee to  enforce a  right to  indemnification or  to an
advancement  of  expenses  hereunder, or  by  the  Corporation  to recover  an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving  that the  indemnitee is not  entitled to  be indemnified,  or to such
advancement of expenses, under  this Article,  or otherwise  shall be on  the 
Corporation.
                                       3
<PAGE>
<PAGE>

      D.    The  rights to indemnification and to  the advancement of expenses
conferred in this Article  shall not be exclusive of any other right which any
person  may have  or hereafter  acquire under  any statute,  the Corporation's
certificate  of  incorporation, by-law,  agreement,  vote  of stockholders  or
disinterested directors or otherwise.

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

      F.    The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the  fullest extent
of the  provisions of  this Article  with respect  to the indemnification  and
advancement of expenses of directors and officers of the Corporation.

ELEVENTH:

      A director  of this  Corporation shall not  be personally liable  to the
Corporation or its stockholders  for monetary damages for breach  of fiduciary
duty as  a director, except for liability (i) for any breach of the director's
duty  of loyalty  to  the Corporation  or its  stockholders, (ii) for  acts or
omissions  not in  good faith  or  which involve  intentional misconduct  or a
knowing  violation of  law, (iii) under  Section 174  of the  Delaware General
Corporation Law, or (iv) for  any transaction from which the  director derived
an improper  personal benefit.   If  the Delaware  General Corporation  Law is
amended  after approval  by  the stockholders  of  this article  to  authorize
corporate  action further  eliminating or limiting  the personal  liability of
directors,  then the  liability  of a  director  of the  corporation  shall be
eliminated or limited  to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.

      Any   repeal  or  modification   of  the  foregoing   paragraph  by  the
stockholders  of the  corporation  shall not  adversely  affect any  right  or
protection  of a  director of  the corporation  existing at  the time  of such
repeal or modification.

Item 7.     Exemption from Registration Claimed.

      Not applicable.

Item 8.     Exhibits.

      3.1   Certificate  of Amendment  dated  May 29, 1996  to Certificate  of
            Incorporation of MAF Bancorp, Inc.

      3.2   Certificate of Incorporation of MAF Bancorp, Inc. (incorporated by
            reference to Exhibit 3(i) to Registrant's 1995 Form 10-K, File No.
            0-18121)

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

      5.1   Opinion  of  Vedder,  Price,  Kaufman  &  Kammholz  regarding  the
            legality of  the Common  Stock, par  value $.01 per  share, to  be
            issued upon exercise of options issued under the Plan
                                
                                         4
<PAGE>
<PAGE>

      10.1  Amendment effective as of May 30, 1996, to N.S. Bancorp, Inc. 1990
            Incentive Stock Option Plan

      10.2  N.S. Bancorp, Inc. 1990  Incentive Stock Option Plan (incorporated
            by  reference to  Form S-8  Registration Statement  (No. 33-44895)
            filed by N.S. Bancorp, Inc. on December 31, 1991)

      23.1  Consent of KPMG Peat Marwick LLP

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

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

Item 9.     Undertakings.

      (a)   The undersigned registrant hereby undertakes:

            (1)   To  file, during  any period  in which  offers or  sales are
                  being  made, a post-effective amendment to this Registration
                  Statement to include  any material information with  respect
                  to the plan of distribution not previously  disclosed in the
                  Registration  Statement  or  any  material  change  to  such
                  information set forth in the Registration Statement.

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

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

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

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

                                             5
<PAGE>
<PAGE>

                                  SIGNATURES


      Pursuant to the requirements of the  Securities Act of 1933, as amended,
the  registrant certifies that  it has reasonable  grounds to  believe that it
meets  all the requirements for  filing on Form  S-8 and has  duly caused this
Registration  Statement to  be  signed  on  its  behalf  by  the  undersigned,
thereunto  duly  authorized,  in the  Village  of  Clarendon  Hills, State  of
Illinois, on this 18th day of June, 1996.

                                          MAF Bancorp, Inc.



                                          By: /s/ ALLEN H. KORANDA
                                                Allen H. Koranda
                                                Chairman of the Board and
                                                Chief Executive Officer

      We, the undersigned  officers and  directors of MAF  Bancorp, Inc.,  and
each of us, do hereby constitute and appoint each and any of Allen H. Koranda,
Jerry A. Weberling and Michael Janssen our true and lawful attorney and agent,
with full power of substitution and resubstitution, to do any and all acts and
things in our name and behalf in any and all capacities and to execute any and
all instruments for us in our names  in any and all capacities, which attorney
and agent may deem necessary or advisable to enable said corporation to comply
with the Securities Act of  1933, as amended, and any rules,  regulations, and
requirements  of the  Securities and Exchange  Commission, in  connection with
this Registration  Statement, including specifically, but  without limitation,
power and authority to sign for us or any of us in our names in the capacities
indicated below, any and  all amendments (including post-effective amendments)
hereto; and we  do hereby ratify and confirm all that said attorney and agent,
or his substitute, shall do or cause to be done by virtue thereof.

      Pursuant  to  the  requirements of  the  Securities  Act  of 1933,  this
Registration Statement has been  signed by the following  persons on the  18th
day of June, 1996 in the capacities indicated.

<TABLE>
<CAPTION>
           Name                           Title                      Date



<S>                            <C>                              <C>  
/s/ ALLEN H. KORANDA            Chairman of the Board and        June 18, 1996
Allen H. Koranda                 Chief Executive Officer 
                              (principal executive officer)

/s/ KENNETH KORANDA               President and Director         June 18, 1996
Kenneth Koranda

/s/ JERRY A. WEBERLING           Executive Vice President        June 18, 1996
Jerry A. Weberling             and Chief Financial Officer
                              (principal financial officer)

/s/ GERARD J. BUCCINO      First Vice President and Controller   June 18, 1996
Gerard J. Buccino             (principal accounting officer)

                                        6
<PAGE>
<PAGE>

________________________                 Director
Robert Bowles, M.D.


/s/ NICHOLAS J. DILORENZO, SR.           Director                June 18, 1996
Nicholas J. DiLorenzo, Sr.

/s/ TERRY EKL                            Director                June 18, 1996
Terry Ekl


________________________                 Director
Joe F. Hanauer


/s/ RICHARD KALLAL                       Director                June 18, 1996
Richard Kallal


_______________________                  Director
F. William Trescott


/s/ LOIS B. VASTO                        Director                June 18, 1996
Lois B. Vasto


/s/ HENRY SMOGOLSKI                      Director                June 18, 1996
Henry Smogolski


/s/ ANDREW J. ZYCH                       Director                June 18, 1996
Andrew J. Zych
</TABLE>

                                         7

<PAGE>
<PAGE>

                               INDEX TO EXHIBITS


      Exhibit
      Number                        Description of Exhibit

        3.1       Certificate  of Amendment dated  May 29, 1996 to Certificate
                  of Incorporation of MAF Bancorp, Inc.

        3.2       Certificate   of  Incorporation   of   MAF   Bancorp,   Inc.
                  (incorporated by  reference to Exhibit 3(i)  to Registrant's
                  1995 Form 10-K, File No. 0-18121)

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

        5.1       Opinion of  Vedder, Price, Kaufman &  Kammholz regarding the
                  legality of the Common  Stock, par value $.01 per  share, to
                  be issued upon exercise of options issued under the Plan

       10.1       Amendment  effective as  of May 30,  1996, to  N.S. Bancorp,
                  Inc. 1990 Incentive Stock Option Plan

       10.2       N.S.  Bancorp,   Inc.  1990  Incentive  Stock   Option  Plan
                  (incorporated   by  reference   to  Form   S-8  Registration
                  Statement  (No. 33-44895)  filed  by N.S.  Bancorp, Inc.  on
                  December 31, 1991)

       23.1       Consent of KPMG Peat Marwick LLP

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

       24         Powers  of Attorney (included on  the signature pages of the
                  Registration Statement)
                              
                                         8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 26057}]
{"company-data": {"conformed-name": "MAF BANCORP INC", "cik": "0000854662", "assigned-sic": "6036", "irs-number": "363664868", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06593", "film-number": "96584160"}, "business-address": {"street1": "55TH ST & HOLMES AVE", "city": "CLARENDON HILLS", "state": "IL", "zip": "60514", "phone": "7083257300"}, "mail-address": {"street2": "55TH STREET & HOLMES AVENUE", "city": "CLARENDON HILLS", "state": "IL", "zip": "60514"}}
Registration No. 333-         

                    SECURITIES AND EXCHANGE COMMISSION                          
                          Washington, D.C.  20549
                                  __________

                                   FORM S-8                                     
                             REGISTRATION STATEMENT
                                       Under
                          THE SECURITIES ACT OF 1933
                                  __________

                             MAF Bancorp, Inc.
            (Exact name of registrant as specified in its charter)
        Delaware                                             36-3664868
 (State or Other Jurisdiction                              (I.R.S. Employer
 of Incorporation or Organization)   55th & Holmes        Identification No.)
                              Clarendon Hills, Illinois 60514
   (Address, including zip code of registrant's principal executive office)
                             ____________________

                             N.S. BANCORP, INC.
                      1990 INCENTIVE STOCK OPTION PLAN                          
                           (Full title of the plan)
                                  __________

                                Michael Janssen
                               MAF BANCORP, INC.
                                 55th & Holmes
                        Clarendon Hills, Illinois 60514
                                (708) 986-7544
    (Name, address and telephone number, including area code, of agent for
                                   service)

                                  Copies to:
                            Jennifer R. Evans, Esq.
                       VEDDER, PRICE, KAUFMAN & KAMMHOLZ
                           222 North LaSalle Street
                           Chicago, Illinois  60601
                                (312) 609-7500
                                  __________

                        CALCULATION OF REGISTRATION FEE
Title of         Amount      Proposed         Proposed       Amount of
     Securities          to         Maximum          Maximum       Registration
  to be Registered       be        Offering         Aggregate      Fee (1)
                      Registered   Price Per     Offering Price
                                   Share (1)           (1)
Common Stock, par    167,233       $4.7836         $799,976         $ 276
 value $.01 per
 share
(1)   Pursuant  to  Rule 457(h)(1)  under  the  Securities  Act of  1933,  the
      proposed maximum offering  price per share and the registration fee have
      been based on the option exercise price of the options outstanding under
      the stock option plan covered hereby.
PART I

                   INFORMATION REQUIRED IN THE SECTION 10(a)

                                  PROSPECTUS

Note: The documents containing the information  required by this section  will
      be  given to those persons, all of  whom were employees of N.S. Bancorp,
      Inc. immediately prior  to the merger of N.S. Bancorp  with and into MAF
      Bancorp, Inc. ("Registrant") on  May 30, 1996, currently holding options
      granted under the N.S.  Bancorp, Inc. 1990 Incentive Stock  Option Plan,
      as amended effective as  of May 30, 1996 (the "Plan"), which options are
      now  exercisable for shares  of Registrant's Common  Stock in accordance
      with the terms of such merger and the terms of the Plan.  Such documents
      are  not required  to be  filed with  the Commission  as a  part of  the
      Registration Statement or as an Exhibit.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

      The  following   documents  filed  with  the   Securities  and  Exchange
Commission (the  "Commission") by  MAF Bancorp,  Inc., a  Delaware corporation
("Registrant"), are incorporated in this Registration Statement by reference:

      (a)   Annual  Report on Form 10-K  for the fiscal  year ended June
            30, 1995 (File No. 0-18121)

      (b)   (i)  Registrant's  Quarterly Report  on  Form  10-Q for  the
            quarter ended September 30, 1995 and its Quarterly Report on
            Form 10-Q, as amended  by Form 10-Q/A filed on  February 22,
            1996,  for  the  quarter  ended December 31,  1995  and  its
            Quarterly  Report  on  Form   10-Q  for  the  quarter  ended
            March 31,  1996;  and (ii)  Registrant's Current  Reports on
            Form  8-K dated June 28,  1995, July 26,  1995, November 29,
            1995, November  30, 1995,  April 16,  1996 and  May 30, 1996
            (File No. 0-18121); and

      (c)   the  description of  MAF Bancorp  Common Stock  contained in
            Registration Statement on Form 8-A, dated November 14, 1989,
            filed by Registrant.

      All documents filed by  Registrant pursuant to Section 13(a),  13(c), 14
and 15(d)  of the Securities  Exchange Act of  1934 prior to  the filing  of a
post-effective amendment  which indicates  that all securities  offered hereby
have been sold  or which deregisters all securities then  remaining unsold are
incorporated by reference in this Registration Statement and are a part hereof
from the date  of filing  of such  documents.   Any statement  contained in  a
document incorporated or deemed  to be incorporated by reference  herein shall
be  deemed to  be modified  or superseded  for  purposes of  this Registration
Statement to  the extent that  a statement  contained herein or  in any  other
subsequently  filed document which also is or  is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified  or  superseded  shall  not  be  deemed,  except  as  so modified  or
superseded, to constitute a part of this Registration Statement.

Item 4.     Description of Securities.

      Not applicable.

Item 5.     Interests of Named Experts and Counsel.

      The consolidated financial statements of MAF Bancorp as of June 30, 1995
and 1994  and for each  of the years in  the three-year period  ended June 30,
1995, have been incorporated by  reference herein in reliance upon the  report
of  KPMG Peat  Marwick LLP,  independent  certified public  accountants, which
report is included in MAF Bancorp's Annual Report  on Form 10-K for the period
then ended  and incorporated  by reference herein  upon the authority  of such
firm as experts in accounting and auditing.

      Certain  legal matters in connection  with the issuance  of Common Stock
offered hereby  are being  passed upon for  the Registrant  by Vedder,  Price,
Kaufman & Kammholz.

Item 6.     Indemnification of Directors and Officers.

      In accordance with the General Corporation Law of the State  of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles Tenth and Eleventh
of the Registrant's Certificate of Incorporation provide as follows:
           

                                     2
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 proceedings,
whether  civil,  criminal,  administrative  or  investigative  (hereinafter  a
"proceeding"), by reason of the fact that he or she is or was a director or an
officer  of the  Corporation  or  is or  was  serving at  the  request of  the
Corporation as a director,  officer, employee or agent of  another corporation
or  of  a partnership,  joint venture,  trust  or other  enterprise, including
service   with  respect   to  an   employee  benefit   plan  (hereinafter   an
"indemnitee"), whether  the basis of such  proceeding is alleged action  in an
official capacity as  a director, officer, employee or agent,  or in any other
capacity while  serving as a  director, officer, employee  or agent,  shall be
indemnified  and  held  harmless by  the  Corporation  to  the fullest  extent
authorized by the Delaware General Corporation  Law, as the same exists or may
hereafter be  amended (but, in  the case  of any such  amendment, only to  the
extent  that  such  amendment  permits  the  Corporation  to  provide  broader
indemnification rights  than such  law permitted  the  Corporation to  provide
prior to such amendment),  against all expense, liability and  loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid  in settlement)  reasonably incurred  or suffered  by such  indemnitee in
connection therewith; provided, however, that, except as provided in Section C
hereof with respect to  proceedings to enforce rights to  indemnification, the
Corporation  shall  indemnify  any  such   indemnitee  in  connection  with  a
proceeding  (or  part  thereof) initiated  by  such  indemnitee  only if  such
proceeding  (or part thereof) was authorized by  the Board of Directors of the
Corporation.

      B.    The  right  to  indemnification  conferred in  Section A  of  this
Article shall  include the right  to be paid  by the Corporation  the expenses
incurred  in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement  of expenses"); provided,  however, that, if  the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee  in his or her capacity as a  director or officer (and not in
any  other capacity in  which service was  or is rendered  by such indemnitee,
including, without limitation, service  to an employee benefit plan)  shall be
made only upon delivery to  the Corporation of an undertaking (hereinafter  an
"undertaking"), by  or on behalf of  such indemnitee, to repay  all amounts so
advanced  if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this  Section  or  otherwise.    The  rights to  indemnification  and  to  the
advancement of expenses conferred in Sections A and B of this Article shall be
contract  rights and such  rights shall continue  as to an  indemnitee who has
ceased  to be a  director, officer, employee  or agent and  shall inure to the
benefit of the indemnitee's heirs, executors and administrators.

      C.    If a claim  under Section A or B  of this Article  is not paid  in
full  by the  corporation within  sixty days  after a  written claim  has been
received by the Corporation, except in the case of a claim  for an advancement
of expenses, in  which case the  applicable period shall  be twenty days,  the
indemnitee may  at any time thereafter  bring suit against the  Corporation to
recover the unpaid amount  of the claim.  If successful in whole or in part in
any such  suit,  or  in a  suit  brought  by the  Corporation  to  recover  an
advancement  of  expenses  pursuant  to  the  terms  of  an  undertaking,  the
indemnitee  shall be entitled  to be paid  also the expense  of prosecuting or
defending such suit.   In (i) any suit brought by the  indemnitee to enforce a
right  to  indemnification  hereunder  (but  not in  a  suit  brought  by  the
indemnitee to  enforce a right to  an advancement of  expenses) it shall  be a
defense  that,  and  (ii) in  any  suit  by  the  Corporation  to  recover  an
advancement   of  expenses  pursuant  to  the  terms  of  an  undertaking  the
Corporation   shall  be  entitled  to  recover  such  expenses  upon  a  final
adjudication  that, the  indemnitee has  not met  any applicable  standard for
indemnification  set forth in the  Delaware General Corporation  Law.  Neither
the  failure of the Corporation (including its board of directors, independent
legal counsel, or its stockholders) to have made a determination  prior to the
commencement of  such suit that indemnification of the indemnitee is proper in
the  circumstances because the indemnitee  has met the  applicable standard of
conduct  set forth  in the  Delaware General  Corporation Law,  nor an  actual
determination  by   the  Corporation   (including  its  board   of  directors,
independent  legal counsel, or its  stockholders) that the  indemnitee has not
met such applicable standard  of conduct, shall create a  presumption that the
indemnitee has not met the applicable  standard of conduct or, in the  case of
such a suit brought by the indemnitee, be a defense to such suit.  In any suit
brought  by the  indemnitee to  enforce a  right to  indemnification or  to an
advancement  of  expenses  hereunder, or  by  the  Corporation  to recover  an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving  that the  indemnitee is not  entitled to  be indemnified,  or to such
advancement of expenses, under  this Article,  or otherwise  shall be on  the 
Corporation.
                                       3
D.    The  rights to indemnification and to  the advancement of expenses
conferred in this Article  shall not be exclusive of any other right which any
person  may have  or hereafter  acquire under  any statute,  the Corporation's
certificate  of  incorporation, by-law,  agreement,  vote  of stockholders  or
disinterested directors or otherwise.

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

      F.    The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the  fullest extent
of the  provisions of  this Article  with respect  to the indemnification  and
advancement of expenses of directors and officers of the Corporation.

ELEVENTH:

      A director  of this  Corporation shall not  be personally liable  to the
Corporation or its stockholders  for monetary damages for breach  of fiduciary
duty as  a director, except for liability (i) for any breach of the director's
duty  of loyalty  to  the Corporation  or its  stockholders, (ii) for  acts or
omissions  not in  good faith  or  which involve  intentional misconduct  or a
knowing  violation of  law, (iii) under  Section 174  of the  Delaware General
Corporation Law, or (iv) for  any transaction from which the  director derived
an improper  personal benefit.   If  the Delaware  General Corporation  Law is
amended  after approval  by  the stockholders  of  this article  to  authorize
corporate  action further  eliminating or limiting  the personal  liability of
directors,  then the  liability  of a  director  of the  corporation  shall be
eliminated or limited  to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.

      Any   repeal  or  modification   of  the  foregoing   paragraph  by  the
stockholders  of the  corporation  shall not  adversely  affect any  right  or
protection  of a  director of  the corporation  existing at  the time  of such
repeal or modification.

Item 7.     Exemption from Registration Claimed.

      Not applicable.

Item 8.     Exhibits.

      3.1   Certificate  of Amendment  dated  May 29, 1996  to Certificate  of
            Incorporation of MAF Bancorp, Inc.

      3.2   Certificate of Incorporation of MAF Bancorp, Inc. (incorporated by
            reference to Exhibit 3(i) to Registrant's 1995 Form 10-K, File No.
            0-18121)

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

      5.1   Opinion  of  Vedder,  Price,  Kaufman  &  Kammholz  regarding  the
            legality of  the Common  Stock, par  value $.01 per  share, to  be
            issued upon exercise of options issued under the Plan
                                
                                         4
10.1  Amendment effective as of May 30, 1996, to N.S. Bancorp, Inc. 1990
            Incentive Stock Option Plan

      10.2  N.S. Bancorp, Inc. 1990  Incentive Stock Option Plan (incorporated
            by  reference to  Form S-8  Registration Statement  (No. 33-44895)
            filed by N.S. Bancorp, Inc. on December 31, 1991)

      23.1  Consent of KPMG Peat Marwick LLP

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

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

Item 9.     Undertakings.

      (a)   The undersigned registrant hereby undertakes:

            (1)   To  file, during  any period  in which  offers or  sales are
                  being  made, a post-effective amendment to this Registration
                  Statement to include  any material information with  respect
                  to the plan of distribution not previously  disclosed in the
                  Registration  Statement  or  any  material  change  to  such
                  information set forth in the Registration Statement.

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

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

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

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

                                             5
SIGNATURES

      Pursuant to the requirements of the  Securities Act of 1933, as amended,
the  registrant certifies that  it has reasonable  grounds to  believe that it
meets  all the requirements for  filing on Form  S-8 and has  duly caused this
Registration  Statement to  be  signed  on  its  behalf  by  the  undersigned,
thereunto  duly  authorized,  in the  Village  of  Clarendon  Hills, State  of
Illinois, on this 18th day of June, 1996.

                                          MAF Bancorp, Inc.

                                          By: /s/ ALLEN H. KORANDA
                                                Allen H. Koranda
                                                Chairman of the Board and
                                                Chief Executive Officer

      We, the undersigned  officers and  directors of MAF  Bancorp, Inc.,  and
each of us, do hereby constitute and appoint each and any of Allen H. Koranda,
Jerry A. Weberling and Michael Janssen our true and lawful attorney and agent,
with full power of substitution and resubstitution, to do any and all acts and
things in our name and behalf in any and all capacities and to execute any and
all instruments for us in our names  in any and all capacities, which attorney
and agent may deem necessary or advisable to enable said corporation to comply
with the Securities Act of  1933, as amended, and any rules,  regulations, and
requirements  of the  Securities and Exchange  Commission, in  connection with
this Registration  Statement, including specifically, but  without limitation,
power and authority to sign for us or any of us in our names in the capacities
indicated below, any and  all amendments (including post-effective amendments)
hereto; and we  do hereby ratify and confirm all that said attorney and agent,
or his substitute, shall do or cause to be done by virtue thereof.

      Pursuant  to  the  requirements of  the  Securities  Act  of 1933,  this
Registration Statement has been  signed by the following  persons on the  18th
day of June, 1996 in the capacities indicated.
Name                           Title                      Date
/s/ ALLEN H. KORANDA            Chairman of the Board and        June 18, 1996
Allen H. Koranda                 Chief Executive Officer 
                              (principal executive officer)

/s/ KENNETH KORANDA               President and Director         June 18, 1996
Kenneth Koranda

/s/ JERRY A. WEBERLING           Executive Vice President        June 18, 1996
Jerry A. Weberling             and Chief Financial Officer
                              (principal financial officer)

/s/ GERARD J. BUCCINO      First Vice President and Controller   June 18, 1996
Gerard J. Buccino             (principal accounting officer)

                                        6
________________________                 Director
Robert Bowles, M.D.

/s/ NICHOLAS J. DILORENZO, SR.           Director                June 18, 1996
Nicholas J. DiLorenzo, Sr.

/s/ TERRY EKL                            Director                June 18, 1996
Terry Ekl

________________________                 Director
Joe F. Hanauer

/s/ RICHARD KALLAL                       Director                June 18, 1996
Richard Kallal

_______________________                  Director
F. William Trescott

/s/ LOIS B. VASTO                        Director                June 18, 1996
Lois B. Vasto

/s/ HENRY SMOGOLSKI                      Director                June 18, 1996
Henry Smogolski

/s/ ANDREW J. ZYCH                       Director                June 18, 1996
Andrew J. Zych
7
INDEX TO EXHIBITS

      Exhibit
      Number                        Description of Exhibit

        3.1       Certificate  of Amendment dated  May 29, 1996 to Certificate
                  of Incorporation of MAF Bancorp, Inc.

        3.2       Certificate   of  Incorporation   of   MAF   Bancorp,   Inc.
                  (incorporated by  reference to Exhibit 3(i)  to Registrant's
                  1995 Form 10-K, File No. 0-18121)

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

        5.1       Opinion of  Vedder, Price, Kaufman &  Kammholz regarding the
                  legality of the Common  Stock, par value $.01 per  share, to
                  be issued upon exercise of options issued under the Plan

       10.1       Amendment  effective as  of May 30,  1996, to  N.S. Bancorp,
                  Inc. 1990 Incentive Stock Option Plan

       10.2       N.S.  Bancorp,   Inc.  1990  Incentive  Stock   Option  Plan
                  (incorporated   by  reference   to  Form   S-8  Registration
                  Statement  (No. 33-44895)  filed  by N.S.  Bancorp, Inc.  on
                  December 31, 1991)

       23.1       Consent of KPMG Peat Marwick LLP

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

       24         Powers  of Attorney (included on  the signature pages of the
                  Registration Statement)
                              
                                         8