<PAGE>
As filed with the Securities and Exchange Commission on May 17, 1996
                                                       Registration No. 33-____
_______________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                               __________________

                            STANDARD FINANCIAL, INC.

             (Exact name of Registrant as specified in its charter)

               DELAWARE                                   36-3941870
     (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                    Identification No.)
                               __________________

                             800 BURR RIDGE PARKWAY
                           BURR RIDGE, ILLINOIS 60521
                    (Address of principal executive offices)
                               __________________

                            STANDARD FINANCIAL, INC.
                    MANAGEMENT RECOGNITION AND RETENTION PLAN
                            (Full title of the plan)
                               __________________

                               RANDALL R. SCHWARTZ
                       VICE PRESIDENT AND GENERAL COUNSEL
                            STANDARD FINANCIAL, INC.
                             800 BURR RIDGE PARKWAY
                           BURR RIDGE, ILLINOIS 60521
                     (Name and address of agent for service)

                                 (708) 986-4900
          (Telephone number, including area code, of agent for service)

                                 WITH COPIES TO:

                             RICHARD A. SIRUS, ESQ.
                    BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
                        333 WEST WACKER DRIVE, SUITE 2700
                            CHICAGO, ILLINOIS  60606
                                 (312) 984-3100


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================================================
                                                           PROPOSED MAXIMUM        PROPOSED MAXIMUM
    TITLE OF SECURITIES               AMOUNT TO BE          OFFERING PRICE             AGGREGATE            AMOUNT OF
     TO BE REGISTERED                 REGISTERED(1)(2)      PER SHARE(2)           OFFERING PRICE(2)    REGISTRATION FEE(2)
_________________________________________________________________________________________________________________________________
<S>                                   <C>                  <C>                     <C>                  <C>
Common Stock, $.01 Par Value              745,200               $15.125              $11,271,150            $3,887.00
=================================================================================================================================
</TABLE>


(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 Act solely for the purpose of
     calculating the registration fee and based, in accordance with Rule 457(c),
     upon the average of the high and low prices of the shares of the
     Registrant's Common Stock as reported on the Nasdaq Stock Market on May 10,
     1996.

================================================================================
<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 Standard Financial, Inc.
Management Recognition and Retention Plan (the "Plan") as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").

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


                                       I-1
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

           The following documents previously or concurrently filed by Standard
Financial, Inc. (the "Company") with the Commission are hereby incorporated by
reference into this Registration Statement:

           (a)  The Company's Annual Report on Form 10-K for the year
                ended December 31, 1995 (File No. 0-24082), filed with
                the Commission on April 1, 1996.

           (b)  All other reports filed pursuant to Section 13(a) or
                15(d) of the Exchange Act since the end of the fiscal
                year covered by the Form 10-K referred to in (a) above.

           (c)  The description of the Company's Common Stock, par value
                $0.01 per share, contained in Item 1 of the Company's
                Registration Statement on Form 8-A (File No. 0-24082),
                originally filed with the Commission on May 9, 1994, and
                all amendments or reports filed for the purpose of
                updating such description.

           All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference into this Registration
Statement and to be a part thereof from the date of the filing of such
documents.  Any statement contained in the documents incorporated, or deemed to
be incorporated, by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration Statement and the prospectus
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.

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

                                    ARTICLE X

                                 INDEMNIFICATION

                A.   Each person who was or is made a party or is
           threatened to be made a party to or otherwise involved in any
           action, suit or proceeding, whether civil, criminal,
           administrative or investigative (hereinafter a "proceeding"),
           by reason of the fact that he or she is or was a Director or
           an Officer of the Corporation or is or was serving at the
           request of the Corporation as a Director, Officer, employee
           or agent of another corporation or of a partnership, joint
           venture, trust or other enterprise, including service with
           respect to any


                                      II-1
<PAGE>

           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 such 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 X 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, services 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 X 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 Sections A and B of this Article X
           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 expenses of
           prosecuting or defending such suit.  In (i) any suit brought
           by the indemnitee to enforce a right to indemnification
           hereunder (but not in a suit brought by the indemnitee to
           enforce a right to an advancement of expenses) it shall be a
           defense that, and (ii) in any suit by the 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

                                      II-2

<PAGE>
           recover 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 X or otherwise shall be on the Corporation.

                D.   The rights to indemnification and to the
           advancement of expenses conferred in this Article X 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, Bylaws, 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 subsidiary or
           affiliate 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 X with respect to the
           indemnification and advancement of expenses of Directors and
           Officers of the Corporation.

                                   ARTICLE XI

                       ELIMINATION OF DIRECTORS' LIABILITY

                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 to authorize corporation 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 appeal 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.

           Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not Applicable.


                                      II-3

<PAGE>

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 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

           (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provision, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.


                                      II-4

<PAGE>

                                   SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Burr Ridge, State of Illinois, on May 16, 1996.

                          STANDARD FINANCIAL, INC.


                          By:  /s/ David H. Mackiewich
                               ____________________________________________

                               David H. Mackiewich, Chairman of the
                               Board, President and Chief Executive Officer



                          By:  /s/ Thomas M. Ryan
                               ____________________________________________

                               Thomas M. Ryan, Executive Vice
                               President, Chief Financial Officer




                                POWER OF ATTORNEY

      Know all men by these presents, that each person whose signature appears
below constitutes and appoints David H. Mackiewich and Thomas M. Ryan, and each
of them, his true and lawful attorney-in-fact and agent, each with full power of
substitution and re-substitution, for the undersigned and in the undersigned's
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 the undersigned might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or the undersigned's substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by each of the following persons in the
capacities indicated on the dates indicated below.

<TABLE>
<CAPTION>

SIGNATURE                             TITLE
- ---------                             -----
<S>                                   <C>
/s/ David H. Mackiewich               Chairman of the Board, President and Chief Executive Officer
_________________________________
David H. Mackiewich

/s/ Thomas M. Ryan                    Executive Vice President, Chief Financial and Operating Officer
_________________________________
Thomas M. Ryan                        (principal financial and accounting officer) and Director

/s/ Stasys J. Baras                   Director
_________________________________
Stasys J. Baras
</TABLE>


                                       S-1

<PAGE>

<TABLE>
<CAPTION>

SIGNATURE                             TITLE
- ---------                             -----
<S>                                   <C>
/s/ John A. Brdecka                   Director
_________________________________
John A. Brdecka

/s/ Fred V. Gwyer                     Director
_________________________________
Fred V. Gwyer

/s/ George W. Lane                    Director
_________________________________
George W. Lane

/s/ Tomas A. Kisielius                Director
_________________________________
Tomas A. Kisielius

/s/ Sharon Reese Dalenberg            Director
_________________________________
Sharon Reese Dalenberg

/s/ Albert M. Petkus                  Director
_________________________________
Albert M. Petkus
</TABLE>


                                       S-2

<PAGE>

                            STANDARD FINANCIAL, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT


<TABLE>
<CAPTION>
                                                Incorporated
 Exhibit      Description                         Herein by                  Filed      Sequential
   No.                                           Reference To              Herewith      Page No.
_____________________________________________________________________________________________________
 <S>      <C>                         <C>                                  <C>          <C>
   4.1    Certificate of              Exhibit 3.1 to the Registration
          Incorporation of Standard   Statement on Form S-1 filed with
          Financial, Inc.             the Commission by Standard
                                      Financial, Inc. on March 18,
                                      1994, as amended (SEC File No. 
                                      33-76596)

   4.2    Bylaws of Standard          Exhibit 3.2 to the Registration
          Financial, Inc.             Statement on Form S-1 filed with
                                      the Commission by Standard
                                      Financial, Inc. on March 18,
                                      1994, as amended (SEC File No. 
                                      33-76596)

   4.3    Specimen Stock              Exhibit 4.1 to the Registration
          Certificate of Standard     Statement on Form S-1 filed with
          Financial, Inc.             the Commission by Standard
                                      Financial, Inc. on March 18,
                                      1994, as amended (SEC File No. 33-
                                      76596)

   5.1    Opinion of Barack,                                                   X
          Ferrazzano, Kirschbaum &
          Perlman

  23.1    Consent of Ernst & Young                                              X
          LLP

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

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

  99.1    Standard Financial, Inc.
          Management Recognition                                                 X
          and Retention Plan
====================================================================================================
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 28331}]
{"company-data": {"conformed-name": "STANDARD FINANCIAL INC", "cik": "0000920603", "assigned-sic": "6035", "irs-number": "363941870", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04003", "film-number": "96569502"}, "business-address": {"street1": "4192 SOUTH ARCHER AVE", "city": "CHICAGO", "state": "IL", "zip": "60632", "phone": "3128471140"}, "mail-address": {"street1": "4192 SOUTH ARCHER AVE", "city": "CHICAGO", "state": "IL", "zip": "60632"}}
As filed with the Securities and Exchange Commission on May 17, 1996
                                                       Registration No. 33-____
_______________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                               __________________

                            STANDARD FINANCIAL, INC.

             (Exact name of Registrant as specified in its charter)

               DELAWARE                                   36-3941870
     (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                    Identification No.)
                               __________________

                             800 BURR RIDGE PARKWAY
                           BURR RIDGE, ILLINOIS 60521
                    (Address of principal executive offices)
                               __________________

                            STANDARD FINANCIAL, INC.
                    MANAGEMENT RECOGNITION AND RETENTION PLAN
                            (Full title of the plan)
                               __________________

                               RANDALL R. SCHWARTZ
                       VICE PRESIDENT AND GENERAL COUNSEL
                            STANDARD FINANCIAL, INC.
                             800 BURR RIDGE PARKWAY
                           BURR RIDGE, ILLINOIS 60521
                     (Name and address of agent for service)

                                 (708) 986-4900
          (Telephone number, including area code, of agent for service)

                                 WITH COPIES TO:

                             RICHARD A. SIRUS, ESQ.
                    BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN
                        333 WEST WACKER DRIVE, SUITE 2700
                            CHICAGO, ILLINOIS  60606
                                 (312) 984-3100

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                                           PROPOSED MAXIMUM        PROPOSED MAXIMUM
    TITLE OF SECURITIES               AMOUNT TO BE          OFFERING PRICE             AGGREGATE            AMOUNT OF
     TO BE REGISTERED                 REGISTERED(1)(2)      PER SHARE(2)           OFFERING PRICE(2)    REGISTRATION FEE(2)
_________________________________________________________________________________________________________________________________
Common Stock, $.01 Par Value              745,200               $15.125              $11,271,150            $3,887.00
=================================================================================================================================
(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 Act solely for the purpose of
     calculating the registration fee and based, in accordance with Rule 457(c),
     upon the average of the high and low prices of the shares of the
     Registrant's Common Stock as reported on the Nasdaq Stock Market on May 10,
     1996.

================================================================================
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 Standard Financial, Inc.
Management Recognition and Retention Plan (the "Plan") as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").

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

                                       I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

           The following documents previously or concurrently filed by Standard
Financial, Inc. (the "Company") with the Commission are hereby incorporated by
reference into this Registration Statement:

           (a)  The Company's Annual Report on Form 10-K for the year
                ended December 31, 1995 (File No. 0-24082), filed with
                the Commission on April 1, 1996.

           (b)  All other reports filed pursuant to Section 13(a) or
                15(d) of the Exchange Act since the end of the fiscal
                year covered by the Form 10-K referred to in (a) above.

           (c)  The description of the Company's Common Stock, par value
                $0.01 per share, contained in Item 1 of the Company's
                Registration Statement on Form 8-A (File No. 0-24082),
                originally filed with the Commission on May 9, 1994, and
                all amendments or reports filed for the purpose of
                updating such description.

           All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference into this Registration
Statement and to be a part thereof from the date of the filing of such
documents.  Any statement contained in the documents incorporated, or deemed to
be incorporated, by reference herein or therein shall be deemed to be modified
or superseded for purposes of this Registration Statement and the prospectus
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.

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

                                    ARTICLE X

                                 INDEMNIFICATION

                A.   Each person who was or is made a party or is
           threatened to be made a party to or otherwise involved in any
           action, suit or proceeding, whether civil, criminal,
           administrative or investigative (hereinafter a "proceeding"),
           by reason of the fact that he or she is or was a Director or
           an Officer of the Corporation or is or was serving at the
           request of the Corporation as a Director, Officer, employee
           or agent of another corporation or of a partnership, joint
           venture, trust or other enterprise, including service with
           respect to any

                                      II-1
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 such 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 X 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, services 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 X 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 Sections A and B of this Article X
           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 expenses of
           prosecuting or defending such suit.  In (i) any suit brought
           by the indemnitee to enforce a right to indemnification
           hereunder (but not in a suit brought by the indemnitee to
           enforce a right to an advancement of expenses) it shall be a
           defense that, and (ii) in any suit by the 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

                                      II-2
recover 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 X or otherwise shall be on the Corporation.

                D.   The rights to indemnification and to the
           advancement of expenses conferred in this Article X 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, Bylaws, 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 subsidiary or
           affiliate 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 X with respect to the
           indemnification and advancement of expenses of Directors and
           Officers of the Corporation.

                                   ARTICLE XI

                       ELIMINATION OF DIRECTORS' LIABILITY

                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 to authorize corporation 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 appeal 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.

           Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not Applicable.

                                      II-3
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 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

           (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provision, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                      II-4
SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Burr Ridge, State of Illinois, on May 16, 1996.

                          STANDARD FINANCIAL, INC.

                          By:  /s/ David H. Mackiewich
                               ____________________________________________

                               David H. Mackiewich, Chairman of the
                               Board, President and Chief Executive Officer

                          By:  /s/ Thomas M. Ryan
                               ____________________________________________

                               Thomas M. Ryan, Executive Vice
                               President, Chief Financial Officer

                                POWER OF ATTORNEY

      Know all men by these presents, that each person whose signature appears
below constitutes and appoints David H. Mackiewich and Thomas M. Ryan, and each
of them, his true and lawful attorney-in-fact and agent, each with full power of
substitution and re-substitution, for the undersigned and in the undersigned's
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 the undersigned might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or the undersigned's substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by each of the following persons in the
capacities indicated on the dates indicated below.
SIGNATURE                             TITLE
- ---------                             -----
/s/ David H. Mackiewich               Chairman of the Board, President and Chief Executive Officer
_________________________________
David H. Mackiewich

/s/ Thomas M. Ryan                    Executive Vice President, Chief Financial and Operating Officer
_________________________________
Thomas M. Ryan                        (principal financial and accounting officer) and Director

/s/ Stasys J. Baras                   Director
_________________________________
Stasys J. Baras
S-1
SIGNATURE                             TITLE
- ---------                             -----
/s/ John A. Brdecka                   Director
_________________________________
John A. Brdecka

/s/ Fred V. Gwyer                     Director
_________________________________
Fred V. Gwyer

/s/ George W. Lane                    Director
_________________________________
George W. Lane

/s/ Tomas A. Kisielius                Director
_________________________________
Tomas A. Kisielius

/s/ Sharon Reese Dalenberg            Director
_________________________________
Sharon Reese Dalenberg

/s/ Albert M. Petkus                  Director
_________________________________
Albert M. Petkus
S-2
STANDARD FINANCIAL, INC.

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT
Incorporated
 Exhibit      Description                         Herein by                  Filed      Sequential
   No.                                           Reference To              Herewith      Page No.
_____________________________________________________________________________________________________
4.1    Certificate of              Exhibit 3.1 to the Registration
          Incorporation of Standard   Statement on Form S-1 filed with
          Financial, Inc.             the Commission by Standard
                                      Financial, Inc. on March 18,
                                      1994, as amended (SEC File No. 
                                      33-76596)

   4.2    Bylaws of Standard          Exhibit 3.2 to the Registration
          Financial, Inc.             Statement on Form S-1 filed with
                                      the Commission by Standard
                                      Financial, Inc. on March 18,
                                      1994, as amended (SEC File No. 
                                      33-76596)

   4.3    Specimen Stock              Exhibit 4.1 to the Registration
          Certificate of Standard     Statement on Form S-1 filed with
          Financial, Inc.             the Commission by Standard
                                      Financial, Inc. on March 18,
                                      1994, as amended (SEC File No. 33-
                                      76596)

   5.1    Opinion of Barack,                                                   X
          Ferrazzano, Kirschbaum &
          Perlman

  23.1    Consent of Ernst & Young                                              X
          LLP

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

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

  99.1    Standard Financial, Inc.
          Management Recognition                                                 X
          and Retention Plan
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