As filed with the Securities and Exchange Commission on May 29, 2001
                                                     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)                            Identification No.)
                                 55TH & HOLMES
                        CLARENDON HILLS, ILLINOIS 60514
    (Address, including zip code of registrant's principal executive office)

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

                              AMENDED AND RESTATED
                                MAF BANCORP, INC.
                             2000 STOCK OPTION PLAN
                            (Full title of the plan)

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

                                 MICHAEL JANSSEN
                                MAF BANCORP, INC.
                                  55TH & HOLMES
                         CLARENDON HILLS, ILLINOIS 60514
                                 (630) 986-7544
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:
                             JENNIFER R. EVANS, ESQ.
                             MARY C. WAGHORNE, ESQ.
                        VEDDER, PRICE, KAUFMAN & KAMMHOLZ
                            222 NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60601
                                 (312) 609-7500

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
 Title of Securities     Amount to be        Proposed Maximum              Proposed Maximum              Amount of
   to be Registered       Registered    Offering Price Per Share(1)   Aggregate Offering Price(1)   Registration Fee(2)
-----------------------------------------------------------------------------------------------------------------------
<S>                        <C>                  <C>                          <C>                          <C>
Common Stock, par          1,500,000            $27.21                       $40,815,000                  $10,204
value $.01 per share
=======================================================================================================================
</TABLE>
________________
(1)   Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
      the proposed maximum offering price per share and the registration fee
      have been estimated based on the average of the high and low sales prices
      for the Common Stock as reported by the Nasdaq National Market on May 25,
      2001.

(2)   An aggregate of 300,000 shares (as adjusted to reflect all stock splits
      and dividends to date) are being carried forward from those shares
      previously registered by Form S-8 Registration Statement (File No.
      333-40948). A registration fee of $1,450 was paid with respect to the
      shares registered in that filing. The previously registered shares being
      carried forward together with the shares being registered hereby represent
      the total number of shares reserved for issuance under the Plan.
================================================================================

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Note: This Registration Statement relates to the registration of 1,500,000
shares of Common Stock of MAF Bancorp, Inc. (the "Registrant" or "MAF") reserved
for issuance and delivery under the Amended and Restated MAF Bancorp, Inc. 2000
Stock Option Plan (the "Plan"). The increase in the number of shares authorized
to be issued under the Plan was approved by MAF's shareholders on April 25,
2001. Pursuant to the Form S-8 Registration Statement filed by the Registrant on
July 7, 2000, the Registrant has previously registered an aggregate of 300,000
shares of Common Stock of which 300,000 shares remain available for issuance
under the Plan. The contents of that Form S-8 Registration Statement (No.
333-40948) are incorporated herein by reference pursuant to General Instruction
E for the Form S-8.

     The documents containing the information required by this section, which
also relates to the shares remaining available which were previously registered
under the above-referenced Registration Statement, will be given to those
persons who participate in the Plan, all of whom are directors or employees of
MAF or MidAmerica Bank, fsb, a wholly-owned subsidiary of MAF. Such documents
are not required to be filed with the Commission as a part of the Registration
Statement or as an Exhibit.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     1.   Annual Report on Form 10-K for the year ended December 31, 2000 (File
          No. 0-18121);

     2.   Quarterly Report on Form 10-Q for the quarter ended March 31, 2001
          (File No. 0-18121)

     3.   Current Reports on Form 8-K dated January 25, 2001 and April 18, 2001
          (File No. 0-18121); and

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

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

ITEM 4.  DESCRIPTION OF SECURITIES.

     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 Tenth and Eleventh
of the Registrant's Certificate of Incorporation provide as follows:

TENTH:

     a.   Each person who was or is made a party or is threatened to be made a
          party to or is otherwise involved in any action, suit or proceeding,
          whether civil, criminal, administrative or investigative (hereinafter
          a "proceeding"), by reason of the fact that he or she is or was a
          director or an officer of the Corporation or is or was serving at the
          request of the Corporation as a director, officer, employee or agent
          of another corporation or of a partnership, joint venture, trust or
          other enterprise, including service with respect to an employee
          benefit plan (hereinafter an "indemnitee"), whether the basis of such
          proceeding is alleged action in an official capacity as a director,
          officer, employee or agent or in any other capacity while serving as a
          director, officer, employee or agent, shall be indemnified and held
          harmless by the Corporation to the fullest extent authorized by the
          Delaware General Corporation Law, as the same exists or may hereafter
          be amended (but, in the case of any such amendment, only to the extent
          that such amendment permits

                                        2

<PAGE>

          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.

     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.

                                        3

<PAGE>

     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.

     The Delaware General Corporation law provides for indemnification of
officers, directors, employees and agents as follows:

145  INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE:

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

     (b)  A corporation shall have power to indemnify any person who was or is a
          party or is threatened to be made a party to any threatened, pending
          or completed action or suit by or in the right of the corporation to
          procure a judgment in its favor by reason of the fact that the person
          is or was a director, officer, employee or agent of the corporation,
          or is or was serving at the request of the corporation as a director,
          officer, employee or agent of another corporation, partnership, joint
          venture, trust or other enterprise against expenses (including
          attorneys' fees) actually and

                                        4

<PAGE>

          reasonably incurred by the person in connection with the defense or
          settlement of such action or suite if the person acted in good faith
          and in a manner the person reasonably believed to be in or not opposed
          to the best interests of the corporation and except that no
          indemnification shall be made in respect of any claim, issue or matter
          as to which such person shall have been adjudged to be liable to the
          corporation unless and only to the extent that the Court of Chancery
          or the court in which such action or suit was brought shall determine
          upon application that, despite the adjudication of liability but in
          view of all the circumstances of the case, such person is fairly and
          reasonably entitled to indemnity for such expenses which the Court of
          Chancery or such other court shall deem proper.

     (c)  To the extent that a present or former director or officer of a
          corporation has been successful on the merits or otherwise in defense
          of any action, suit or proceeding referred to in subsections (a) and
          (b) of this section, or in defense of any claim, issue or matter
          therein, such person shall be indemnified against expenses (including
          attorneys' fees) actually and reasonably incurred by such person in
          connection therewith.

     (d)  Any indemnification under subsections (a) and (b) of this section
          (unless ordered by a court) shall be made by the corporation only as
          authorized in the specific case upon a determination that
          indemnification of the present or former director, officer, employee
          or agent is proper in the circumstances because the person has met the
          applicable standard of conduct set forth in subsections (a) and (b) of
          this section. Such determination shall be made, with respect to a
          person who is a director or officer at the time of such determination,
          (1) by a majority vote of the directors who are not parties to such
          action, suit or proceeding, even though less than a quorum, or (2) by
          a committee of such directors designated by majority vote of such
          directors, even though less than a quorum, or (3) if there are no such
          directors, or if such directors so direct, by independent legal
          counsel in a written opinion, or (4) by the stockholders.

     (e)  Expenses (including attorneys' fees) incurred by an officer or
          director in defending any civil, criminal, administrative or
          investigative action, suit or proceeding may be paid by the
          corporation in advance of the final disposition of such action, suit
          or proceeding upon receipt of an undertaking by or on behalf of such
          director or officer to repay such amount if it shall ultimately be
          determined that such person is not entitled to be indemnified by the
          corporation as authorized in this section. Such expenses (including
          attorneys' fees) incurred by former directors and officers or other
          employees and agents may be so paid upon such terms and conditions, if
          any, as the corporation deems appropriate.

     (f)  The indemnification and advancement of expenses provided by, or
          granted pursuant to, the other subsections of this section shall not
          be deemed exclusive of any other rights to which those seeking
          indemnification or advancement of expenses may be entitled under any
          bylaw, agreement, vote of stockholders or disinterested directors or
          otherwise, both as to action in such person's official capacity and as
          to action in another capacity while holding such office.

     (g)  A corporation shall have power to purchase and maintain insurance on
          behalf of any person who is or was a director, officer, employee or
          agent of the corporation, or is or was serving at the request of the
          corporation as a director, officer, employee or agent of another
          corporation, partnership, joint venture, trust or other enterprise
          against any liability asserted against such person and incurred by
          such person in any such capacity, or arising out of such person's
          status as such, whether or not the corporation would have the power to
          indemnify such person against such liability under this section.

     (h)  For purposes of this section, references to "the corporation" shall
          include, in addition to the resulting corporation, any constituent
          corporation (including any constituent of a constituent) absorbed in a
          consolidation or merger which, if its separate existence had
          continued, would have had power and authority to indemnify its
          directors, officers, and employees or agents, so that any person who
          is or was director, officer, employee or agent of such constituent
          corporation, or is or

                                        5

<PAGE>

          was serving at the request of such constituent corporation as a
          director, officer, employee or agent of another corporation,
          partnership, joint venture, trust or other enterprise, shall stand in
          the same position under this section with respect to the resulting or
          surviving corporation as such person would have with respect to such
          constituent corporation if its separate existence had continued.

     (i)  For purposes of this section, references to "other enterprises" shall
          include employee benefit plans; references to "fines" shall include
          any excise taxes assessed on a person with respect to any employee
          benefit plan; and references to "serving at the request of the
          corporation" shall include any service as a director, officer,
          employee or agent of the corporation which imposes duties on, or
          involves services by, such director, officer, employee, or agent with
          respect to an employee benefit plan, its participants or
          beneficiaries; and a person who acted in good faith and in a manner
          such person reasonably believed to be in the interest of the
          participants and beneficiaries of an employee benefit plan shall be
          deemed to have acted in a manner "not opposed to the best interests of
          the corporation" as referred to in this section.

     (j)  The indemnification and advancement of expenses provided by, or
          granted pursuant to, this section shall, unless otherwise provided
          when authorized or ratified, continue as to a person who has ceased to
          be a director, officer, employee or agent and shall inure to the
          benefit of the heirs, executors and administrators of such a person.

     (k)  The Court of Chancery is hereby vested with exclusive jurisdiction to
          hear and determine all actions for advancement of expenses or
          indemnification brought under this section or under any bylaw,
          agreement, vote of stockholders or disinterested directors, or
          otherwise. The Court of Chancery may summarily determine a
          corporation's obligation to advance expenses (including attorneys'
          fees). (Last amended by Ch. 120, L. '97, eff. 7-1-97.)

     The Company has purchased $25 million in insurance policies which insure
the Company's directors and officers against liability which they may incur as a
result of actions taken in such capacities. In addition, the Company maintains
fiduciary liability coverage up to a $5 million limit and Bankers Professional
liability coverage up to a limit of $10 million.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     4.1  Restated Certificate of Incorporation of MAF Bancorp, Inc.
          (incorporated by reference to Exhibit 3.1 to Registrant's Current
          Report on Form 8-K dated December 19, 2000, File No. 0-18121).

     4.2  Amended and Restated By-Laws of MAF Bancorp, Inc. (incorporated by
          reference to Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q
          for the quarter ended March 31, 2001, File No. 0-18121).

     4.3  Amended and Restated MAF Bancorp, Inc. 2000 Stock Option Plan
          (incorporated by reference to Exhibit B to Registrant's Proxy
          Statement dated March 23, 2001, relating to the 2001 Annual Meeting of
          Shareholders, 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.

     23.1 Consent of KPMG LLP.

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

                                        6

<PAGE>

     24.1 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 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.

                                        7

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
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 25th
day of May, 2001.

                                         MAF Bancorp, Inc.


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

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

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 25th day of May, 2001.


             Name                                       Title
             ----                                       -----

/s/ Allen H. Koranda                          Chairman of the Board and
-------------------------------                Chief Executive Officer
Allen H. Koranda                            (principal executive officer)


/s/ Kenneth Koranda                            President and Director
-------------------------------
Kenneth Koranda


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


/s/ Christine Roberg                     First Vice President, and Controller
-------------------------------             (principal accounting officer)
Christine Roberg


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


/s/ David C. Burba                                    Director
------------------------------
David C. Burba


/s/ Terry A. Ekl                                      Director
------------------------------
Terry A. Ekl


/s/ Joe F. Hanauer                                    Director
------------------------------
Joe F. Hanauer

                                        8

<PAGE>

             Name                                       Title
             ----                                       -----

/s/ F. William Trescott                               Director
------------------------------
F. William Trescott


/s/ Lois B. Vasto                                     Director
------------------------------
Lois B. Vasto


/s/ Henry Smogolski                                   Director
------------------------------
Henry Smogolski


/s/ Andrew J. Zych                                    Director
------------------------------
Andrew J. Zych

                                        9

<PAGE>

                                INDEX TO EXHIBITS


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

  4.1     Restated Certificate of Incorporation of MAF Bancorp, Inc.
          (incorporated by reference to Exhibit 3.1 to Registrant's Current
          Report on Form 8-K dated December 19, 2000, File No. 0-18121).

  4.2     Amended and Restated By-Laws of MAF Bancorp, Inc. (incorporated by
          reference to Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q
          for the quarter ended March 31, 2001, File No. 0-18121).

  4.3     Amended and Restated MAF Bancorp, Inc. 2000 Stock Option Plan
          (incorporated by reference to Exhibit B to Registrant's Proxy
          Statement dated March 23, 2001, relating to the 2001 Annual Meeting of
          Shareholders, 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.

  23.1    Consent of KPMG LLP.

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

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

                                       10
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As filed with the Securities and Exchange Commission on May 29, 2001
                                                     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)                            Identification No.)
                                 55TH & HOLMES
                        CLARENDON HILLS, ILLINOIS 60514
    (Address, including zip code of registrant's principal executive office)

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

                              AMENDED AND RESTATED
                                MAF BANCORP, INC.
                             2000 STOCK OPTION PLAN
                            (Full title of the plan)

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

                                 MICHAEL JANSSEN
                                MAF BANCORP, INC.
                                  55TH & HOLMES
                         CLARENDON HILLS, ILLINOIS 60514
                                 (630) 986-7544
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:
                             JENNIFER R. EVANS, ESQ.
                             MARY C. WAGHORNE, ESQ.
                        VEDDER, PRICE, KAUFMAN & KAMMHOLZ
                            222 NORTH LASALLE STREET
                             CHICAGO, ILLINOIS 60601
                                 (312) 609-7500

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

                         CALCULATION OF REGISTRATION FEE
=======================================================================================================================
 Title of Securities     Amount to be        Proposed Maximum              Proposed Maximum              Amount of
   to be Registered       Registered    Offering Price Per Share(1)   Aggregate Offering Price(1)   Registration Fee(2)
-----------------------------------------------------------------------------------------------------------------------
Common Stock, par          1,500,000            $27.21                       $40,815,000                  $10,204
value $.01 per share
=======================================================================================================================
________________
(1)   Pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
      the proposed maximum offering price per share and the registration fee
      have been estimated based on the average of the high and low sales prices
      for the Common Stock as reported by the Nasdaq National Market on May 25,
      2001.

(2)   An aggregate of 300,000 shares (as adjusted to reflect all stock splits
      and dividends to date) are being carried forward from those shares
      previously registered by Form S-8 Registration Statement (File No.
      333-40948). A registration fee of $1,450 was paid with respect to the
      shares registered in that filing. The previously registered shares being
      carried forward together with the shares being registered hereby represent
      the total number of shares reserved for issuance under the Plan.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Note: This Registration Statement relates to the registration of 1,500,000
shares of Common Stock of MAF Bancorp, Inc. (the "Registrant" or "MAF") reserved
for issuance and delivery under the Amended and Restated MAF Bancorp, Inc. 2000
Stock Option Plan (the "Plan"). The increase in the number of shares authorized
to be issued under the Plan was approved by MAF's shareholders on April 25,
2001. Pursuant to the Form S-8 Registration Statement filed by the Registrant on
July 7, 2000, the Registrant has previously registered an aggregate of 300,000
shares of Common Stock of which 300,000 shares remain available for issuance
under the Plan. The contents of that Form S-8 Registration Statement (No.
333-40948) are incorporated herein by reference pursuant to General Instruction
E for the Form S-8.

     The documents containing the information required by this section, which
also relates to the shares remaining available which were previously registered
under the above-referenced Registration Statement, will be given to those
persons who participate in the Plan, all of whom are directors or employees of
MAF or MidAmerica Bank, fsb, a wholly-owned subsidiary of MAF. 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:

     1.   Annual Report on Form 10-K for the year ended December 31, 2000 (File
          No. 0-18121);

     2.   Quarterly Report on Form 10-Q for the quarter ended March 31, 2001
          (File No. 0-18121)

     3.   Current Reports on Form 8-K dated January 25, 2001 and April 18, 2001
          (File No. 0-18121); and

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

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

ITEM 4.  DESCRIPTION OF SECURITIES.

     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 Tenth and Eleventh
of the Registrant's Certificate of Incorporation provide as follows:

TENTH:

     a.   Each person who was or is made a party or is threatened to be made a
          party to or is otherwise involved in any action, suit or proceeding,
          whether civil, criminal, administrative or investigative (hereinafter
          a "proceeding"), by reason of the fact that he or she is or was a
          director or an officer of the Corporation or is or was serving at the
          request of the Corporation as a director, officer, employee or agent
          of another corporation or of a partnership, joint venture, trust or
          other enterprise, including service with respect to an employee
          benefit plan (hereinafter an "indemnitee"), whether the basis of such
          proceeding is alleged action in an official capacity as a director,
          officer, employee or agent or in any other capacity while serving as a
          director, officer, employee or agent, shall be indemnified and held
          harmless by the Corporation to the fullest extent authorized by the
          Delaware General Corporation Law, as the same exists or may hereafter
          be amended (but, in the case of any such amendment, only to the extent
          that such amendment permits

                                        2
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.

     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.

                                        3
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.

     The Delaware General Corporation law provides for indemnification of
officers, directors, employees and agents as follows:

145  INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE:

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

     (b)  A corporation shall have power to indemnify any person who was or is a
          party or is threatened to be made a party to any threatened, pending
          or completed action or suit by or in the right of the corporation to
          procure a judgment in its favor by reason of the fact that the person
          is or was a director, officer, employee or agent of the corporation,
          or is or was serving at the request of the corporation as a director,
          officer, employee or agent of another corporation, partnership, joint
          venture, trust or other enterprise against expenses (including
          attorneys' fees) actually and

                                        4
reasonably incurred by the person in connection with the defense or
          settlement of such action or suite if the person acted in good faith
          and in a manner the person reasonably believed to be in or not opposed
          to the best interests of the corporation and except that no
          indemnification shall be made in respect of any claim, issue or matter
          as to which such person shall have been adjudged to be liable to the
          corporation unless and only to the extent that the Court of Chancery
          or the court in which such action or suit was brought shall determine
          upon application that, despite the adjudication of liability but in
          view of all the circumstances of the case, such person is fairly and
          reasonably entitled to indemnity for such expenses which the Court of
          Chancery or such other court shall deem proper.

     (c)  To the extent that a present or former director or officer of a
          corporation has been successful on the merits or otherwise in defense
          of any action, suit or proceeding referred to in subsections (a) and
          (b) of this section, or in defense of any claim, issue or matter
          therein, such person shall be indemnified against expenses (including
          attorneys' fees) actually and reasonably incurred by such person in
          connection therewith.

     (d)  Any indemnification under subsections (a) and (b) of this section
          (unless ordered by a court) shall be made by the corporation only as
          authorized in the specific case upon a determination that
          indemnification of the present or former director, officer, employee
          or agent is proper in the circumstances because the person has met the
          applicable standard of conduct set forth in subsections (a) and (b) of
          this section. Such determination shall be made, with respect to a
          person who is a director or officer at the time of such determination,
          (1) by a majority vote of the directors who are not parties to such
          action, suit or proceeding, even though less than a quorum, or (2) by
          a committee of such directors designated by majority vote of such
          directors, even though less than a quorum, or (3) if there are no such
          directors, or if such directors so direct, by independent legal
          counsel in a written opinion, or (4) by the stockholders.

     (e)  Expenses (including attorneys' fees) incurred by an officer or
          director in defending any civil, criminal, administrative or
          investigative action, suit or proceeding may be paid by the
          corporation in advance of the final disposition of such action, suit
          or proceeding upon receipt of an undertaking by or on behalf of such
          director or officer to repay such amount if it shall ultimately be
          determined that such person is not entitled to be indemnified by the
          corporation as authorized in this section. Such expenses (including
          attorneys' fees) incurred by former directors and officers or other
          employees and agents may be so paid upon such terms and conditions, if
          any, as the corporation deems appropriate.

     (f)  The indemnification and advancement of expenses provided by, or
          granted pursuant to, the other subsections of this section shall not
          be deemed exclusive of any other rights to which those seeking
          indemnification or advancement of expenses may be entitled under any
          bylaw, agreement, vote of stockholders or disinterested directors or
          otherwise, both as to action in such person's official capacity and as
          to action in another capacity while holding such office.

     (g)  A corporation shall have power to purchase and maintain insurance on
          behalf of any person who is or was a director, officer, employee or
          agent of the corporation, or is or was serving at the request of the
          corporation as a director, officer, employee or agent of another
          corporation, partnership, joint venture, trust or other enterprise
          against any liability asserted against such person and incurred by
          such person in any such capacity, or arising out of such person's
          status as such, whether or not the corporation would have the power to
          indemnify such person against such liability under this section.

     (h)  For purposes of this section, references to "the corporation" shall
          include, in addition to the resulting corporation, any constituent
          corporation (including any constituent of a constituent) absorbed in a
          consolidation or merger which, if its separate existence had
          continued, would have had power and authority to indemnify its
          directors, officers, and employees or agents, so that any person who
          is or was director, officer, employee or agent of such constituent
          corporation, or is or

                                        5
was serving at the request of such constituent corporation as a
          director, officer, employee or agent of another corporation,
          partnership, joint venture, trust or other enterprise, shall stand in
          the same position under this section with respect to the resulting or
          surviving corporation as such person would have with respect to such
          constituent corporation if its separate existence had continued.

     (i)  For purposes of this section, references to "other enterprises" shall
          include employee benefit plans; references to "fines" shall include
          any excise taxes assessed on a person with respect to any employee
          benefit plan; and references to "serving at the request of the
          corporation" shall include any service as a director, officer,
          employee or agent of the corporation which imposes duties on, or
          involves services by, such director, officer, employee, or agent with
          respect to an employee benefit plan, its participants or
          beneficiaries; and a person who acted in good faith and in a manner
          such person reasonably believed to be in the interest of the
          participants and beneficiaries of an employee benefit plan shall be
          deemed to have acted in a manner "not opposed to the best interests of
          the corporation" as referred to in this section.

     (j)  The indemnification and advancement of expenses provided by, or
          granted pursuant to, this section shall, unless otherwise provided
          when authorized or ratified, continue as to a person who has ceased to
          be a director, officer, employee or agent and shall inure to the
          benefit of the heirs, executors and administrators of such a person.

     (k)  The Court of Chancery is hereby vested with exclusive jurisdiction to
          hear and determine all actions for advancement of expenses or
          indemnification brought under this section or under any bylaw,
          agreement, vote of stockholders or disinterested directors, or
          otherwise. The Court of Chancery may summarily determine a
          corporation's obligation to advance expenses (including attorneys'
          fees). (Last amended by Ch. 120, L. '97, eff. 7-1-97.)

     The Company has purchased $25 million in insurance policies which insure
the Company's directors and officers against liability which they may incur as a
result of actions taken in such capacities. In addition, the Company maintains
fiduciary liability coverage up to a $5 million limit and Bankers Professional
liability coverage up to a limit of $10 million.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     4.1  Restated Certificate of Incorporation of MAF Bancorp, Inc.
          (incorporated by reference to Exhibit 3.1 to Registrant's Current
          Report on Form 8-K dated December 19, 2000, File No. 0-18121).

     4.2  Amended and Restated By-Laws of MAF Bancorp, Inc. (incorporated by
          reference to Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q
          for the quarter ended March 31, 2001, File No. 0-18121).

     4.3  Amended and Restated MAF Bancorp, Inc. 2000 Stock Option Plan
          (incorporated by reference to Exhibit B to Registrant's Proxy
          Statement dated March 23, 2001, relating to the 2001 Annual Meeting of
          Shareholders, 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.

     23.1 Consent of KPMG LLP.

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

                                        6
24.1 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 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.

                                        7
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
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 25th
day of May, 2001.

                                         MAF Bancorp, Inc.

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

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

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 25th day of May, 2001.

             Name                                       Title
             ----                                       -----

/s/ Allen H. Koranda                          Chairman of the Board and
-------------------------------                Chief Executive Officer
Allen H. Koranda                            (principal executive officer)

/s/ Kenneth Koranda                            President and Director
-------------------------------
Kenneth Koranda

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

/s/ Christine Roberg                     First Vice President, and Controller
-------------------------------             (principal accounting officer)
Christine Roberg

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

/s/ David C. Burba                                    Director
------------------------------
David C. Burba

/s/ Terry A. Ekl                                      Director
------------------------------
Terry A. Ekl

/s/ Joe F. Hanauer                                    Director
------------------------------
Joe F. Hanauer

                                        8
Name                                       Title
             ----                                       -----

/s/ F. William Trescott                               Director
------------------------------
F. William Trescott

/s/ Lois B. Vasto                                     Director
------------------------------
Lois B. Vasto

/s/ Henry Smogolski                                   Director
------------------------------
Henry Smogolski

/s/ Andrew J. Zych                                    Director
------------------------------
Andrew J. Zych

                                        9
INDEX TO EXHIBITS

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

  4.1     Restated Certificate of Incorporation of MAF Bancorp, Inc.
          (incorporated by reference to Exhibit 3.1 to Registrant's Current
          Report on Form 8-K dated December 19, 2000, File No. 0-18121).

  4.2     Amended and Restated By-Laws of MAF Bancorp, Inc. (incorporated by
          reference to Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q
          for the quarter ended March 31, 2001, File No. 0-18121).

  4.3     Amended and Restated MAF Bancorp, Inc. 2000 Stock Option Plan
          (incorporated by reference to Exhibit B to Registrant's Proxy
          Statement dated March 23, 2001, relating to the 2001 Annual Meeting of
          Shareholders, 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.

  23.1    Consent of KPMG LLP.

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

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

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