As filed with the Securities and Exchange 
Commission on June 29, 1998                            REGISTRATION NO.
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                                 ---------------

                            BIG FOOT FINANCIAL CORP.
             (Exact Name of Registrant as Specified in Its Charter)


             ILLINOIS                                       36-4108480
   -------------------------------                        ----------------
   (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)

                                    1190 RFD
                         Long Grove, Illinois 60047-7304
                                 (847) 634-2100
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
                                 ---------------

                 BIG FOOT FINANCIAL CORP. 1997 STOCK OPTION PLAN
          BIG FOOT FINANCIAL CORP. 1997 RECOGNITION AND RETENTION PLAN
                            (FULL TITLE OF THE PLAN)
                                 ---------------

                              Mr. George M. Briody
                      President and Chief Executive Officer
                            Big Foot Financial Corp.
                                    1190 RFD
                         Long Grove, Illinois 60047-7304
                                 (847) 634-2100

                                    Copy to:

                             W. Edward Bright, Esq.
                             Thacher Proffitt & Wood
                       Two World Trade Center - 39th Floor
                            New York, New York 10048
                                 (212) 912-7400
             (NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER
                      AND AREA CODE, OF AGENT FOR SERVICE)
                                 ---------------

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
====================================================================================================================================
                                         Amount to be    Proposed Maximum Offering        Proposed Maximum              Amount of
Title of Securities to be Registered     Registered(1)      Price Per Share (2)      Aggregate Offering Price (2)   Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
   <S>                                  <C>                       <C>                       <C>                         <C>   
   Common Stock, $0.01 par value        351,785 shares            -----                     $5,697,661                  $1,680.81
====================================================================================================================================
</TABLE>


(1)          Based on 251,275 shares of common stock of Big Foot Financial Corp.
             (the "Company") reserved for issuance upon exercise of options
             granted pursuant to the Big Foot Financial Corp. 1997 Stock Option
             Plan (the "Option Plan") and 100,510 shares of Company Common Stock
             authorized for restricted stock awards under the Big Foot Financial
             Corp. 1997 Recognition and Retention Plan (the "Restricted Stock
             Plan"). In addition to such shares, this registration statement
             also covers an undetermined number of shares of common stock of the
             Company that, by reason of certain events specified in the Plans,
             may become issuable upon exercise of options or grant of awards
             through the application of certain anti-dilution provisions.

(2)          Estimated solely for purpose of calculating the registration fee in
             accordance with Rule 457 of the Securities Act of 1933, pursuant to
             which 251,275 shares subject to outstanding options are deemed to
             be offered at $15.625, the price at which such options may be
             exercised, and shares that may be acquired under the Restricted
             Stock Plan are deemed to be offered at $17.625 per share, the
             average of the daily high and low sales prices of common stock of
             the Company on the Nasdaq Stock Market at the close of trading on
             June 22, 1998.




<PAGE>







                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1.  PLAN INFORMATION.

                  Not required to be filed with the Securities and Exchange
Commission (the "Commission").


ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                  Not required to be filed with the Commission.


                  Note: The document containing the information specified in
this Part I will be sent or given to employees as specified by Rule 428(b)(1).
Such document need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").


                                     PART II


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents and information heretofore filed with
the Commission by the Company (File No. 0-21491) are incorporated by reference
in this registration statement:

         (1)                  the Company's Registration Statement on Form S-1
                              (Registration No. 333-12083) as amended, which was
                              filed with the Commission pursuant to the
                              Securities Act of 1933, as amended;

         (2)                  the Company's Annual Report on Form 10-K for the
                              fiscal year ended June 30, 1997, which was filed
                              with the Commission pursuant to the Securities
                              Exchange Act of 1934, as amended (the "Exchange
                              Act");

         (3)                  the description of the Company's Common Stock (the
                              "Common Stock") contained in the Company's
                              Registration Statement on Form 8-A, dated October
                              4, 1996;
<PAGE>

         (4)                  the Company's Quarterly Reports on Form 10-Q for
                              the quarters ended September 30, 1997, December
                              31, 1997 and March 31, 1998, which were filed with
                              the Commission pursuant to the Exchange Act; and

         (5)                  the Company's Proxy Statement dated November 17,
                              1997 for its Annual Meeting of Shareholders held
                              on December 22, 1997, filed by the Company
                              pursuant to section 14 of the Exchange Act.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after June 29, 1998 and prior to the date of the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference into this registration statement and to be a
part hereof from the date of filing of such documents. Any statement contained
herein or 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
document which is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

                  The Company will provide without charge to each person to whom
this Prospectus is delivered, upon request of any such person, a copy of any or
all of the foregoing documents incorporated herein by reference (other than
exhibits to such documents). Written requests should be directed to Timothy L.
McCue, Vice President, Big Foot Financial Corp., 1190 RFD, Long Grove, Illinois
60047-7304. Telephone requests may be directed to (847) 634-2100.


ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Article X of the Certificate of Incorporation of Big Foot
Financial Corp. provides that the Company shall indemnify to the fullest extent
permitted by the Business Corporation Act of the State of Illinois ("BCAI") any
person who is or was or has agreed to become a director or officer of the
Company, who was or is made a party to or is threatened to be made a party to
any 

                                      -2-

<PAGE>


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 Company) by reason of the fact that he or she is or was or has
agreed to become a director or officer of the Company, or is or was serving or
has agreed to serve at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, and the Company may indemnify any other person who is
or was or has agreed to become an employee or agent of the Company, who was or
is made a party to 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
Company) by reason of the fact that he or she is or was or has agreed to become
an employee or agent of the Company, or is or was serving or has agreed to serve
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, or
by reason of any action alleged to have been taken or omitted in such capacity,
against costs, charges, expenses (including attorneys' fees and expenses),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her or on his or her behalf in connection with such action, suit or
proceeding and any appeal therefrom, if he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful. The Company
is not obligated to indemnify any director or officer in connection with an
action, suit or proceeding, or part thereof, initiated by such person against
the Company unless such action, suit or proceeding, or part thereof, was
authorized or consented to by the Board of Directors.

                  To the fullest extent permitted by the BCAI, the Company shall
indemnify any person who is or was or has agreed to become a director or officer
of the Company 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
Company to procure a judgment in its favor by reason of the fact that he or she
is or was or has agreed to become a director or officer of the Company, or is or
was serving or has agreed to serve at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, or by reason of any action alleged to have been taken
or omitted in such capacity, and the Company may indemnify any other person who
is or was or has agreed to become an employee or agent of the Company, who was
or is made 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 Company to procure
a judgment in its favor by reason of the fact that he or she is or was or has
agreed to become an employee or agent of the Company, or is or was serving or
has agreed to serve at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, against costs, charges and expenses (including
attorneys' fees and expenses) actually and reasonably incurred by him or her or
on his or her behalf in connection with the defense or settlement of such action
or suit and any appeal therefrom, if he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Company, except no indemnification shall be made in respect of
any claim, issue or matter as to 

                                      -3-

<PAGE>

which such person shall have been adjudged to be liable to the Company unless
and only to the extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of such
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such costs, charges and expenses
which such court shall deem proper.

                  To the extent that a director, officer, employee or agent of
the Company has been successful, on the merits or otherwise (including, without
limitation, the dismissal of an action without prejudice), in defense of any
action, suit or proceeding referred to above or in defense of any claim, issue
or matter therein, the Company will indemnify such person against all costs,
charges and expenses (including attorneys' fees and expenses) actually and
reasonably incurred by such person or on such person's behalf in connection
therewith. To the extent that any person who is or was or has agreed to become a
director or officer of the Company is made a witness to any action, suit or
proceeding to which he or she is not a party by reason of the fact that he or
she was, is or has agreed to become a director or officer of the Company, or is
or was serving or has agreed to serve as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
at the request of the Company, such person shall be indemnified against all
costs, charges and expenses actually and reasonably incurred by such person or
on such person's behalf in connection therewith.

                  Any indemnification under the Company's Certificate (unless
ordered by a court) shall be made, if at all, by the Company only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper under the circumstances because he or she
has met the applicable standard of conduct set forth in the appropriate section
of the Certificate. Costs, charges and expenses (including attorneys' fees and
expenses) incurred by or on behalf of a director or officer in defending a civil
or criminal action, suit or proceeding referred to above shall be paid by the
Company in advance of the final disposition of such action, suit or proceeding.
The Company shall not be obligated to reimburse the costs, charges and expenses
of any settlement to which it has not agreed.

                  The Company has entered into an Employment Agreement dated
December 19, 1997 with each of George M. Briody, Timothy L. McCue and F. Gregory
Opelka, Michael Cahill, Robert Jones and Jerome Maher pursuant to which it has
undertaken contractually to provide indemnification and insurance coverage in
the manner described in the Company's Certificate. Big Foot Financial Corp.
maintains directors' and officers' liability insurance coverage for all
directors and officers of Big Foot Financial Corp. and its subsidiaries through
St. Paul Insurance Co. for a 1-year policy term ending November 18, 1998.

                  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling Big Foot Financial Corp. pursuant to the foregoing provisions, Big
Foot Financial Corp. has been informed, that in the opinion of the Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable.


                                      -4-


<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.


ITEM 8.  EXHIBITS.

                  4.1      Big Foot Financial Corp. 1997 Stock Option Plan.
                  4.2      Form of Stock Option Agreement for Outside Directors 
                           under the Big Foot Financial Corp. 1997 Stock Option
                           Plan.
                  4.3      Form of Stock Option Agreement for Officers and 
                           Employees under the Big Foot Financial Corp. 1997 
                           Stock Option Plan.
                  4.4      Big Foot Financial Corp. 1997 Recognition and 
                           Retention Plan.
                  4.5      Form of Restricted Stock Award Notice for Outside 
                           Directors under the Big Foot Financial Corp. 1997
                           Recognition and Retention Plan.
                  4.6      Form of Restricted Stock Award Notice for Officers 
                           and Employees under the Big Foot Financial Corp. 1997
                           Recognition and Retention Plan.
                  4.7      Certificate of Incorporation of the Company, 
                           incorporated by reference to the Company's 
                           Registration Statement on Form S-1, dated September 
                           16, 1996, as amended (Registration No. 333-12083).
                  4.8      Bylaws of the Company, incorporated by reference to 
                           the Company's Registration Statement on Form S-1, 
                           dated September 16, 1996, as amended (Registration
                           No. 333-12083).
                  5.1      Opinion of Gomberg, Sharfman, Gold and Ostler, P.C., 
                           counsel for Company, as to the legality of the 
                           securities being registered.
                  23.1     Consent of Gomberg, Sharfman, Gold and Ostler, P.C. 
                           (included in Exhibit 5 hereof).
                  23.2     Consent of KPMG Peat Marwick LLP.


ITEM 9.  UNDERTAKINGS.

                  A. RULE 415 OFFERING.  The undersigned Company hereby 
undertakes:

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

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

                                      -5-

<PAGE>


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

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

                           PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and 
(a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

                           (2) That, for the purpose of determining 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. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

                  C. INCORPORATED ANNUAL AND QUARTERLY REPORTS. The undersigned
Company hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.

                  D. FILING OF REGISTRATION ON FORM S-8. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company 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 Company for expenses incurred or paid by 

                                      -6-

<PAGE>



a director, officer or controlling person of the Company 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
Company 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.


                                      -7-

<PAGE>



SIGNATURES

         Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing the Form S-8 and has duly authorized, in the City of
Long Grove, State of Illinois on June 16, 1998,



                                  BIG FOOT FINANCIAL CORP.
                                  (Registrant)


                                  By:/s/ George M. Briody
                                     ------------------------------------------
                                       George M. Briody
                                       President and Chief Executive Officer



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


<TABLE>
<CAPTION>
         SIGNATURE                             TITLE                            DATE  
         ---------                             -----                            ---- 
  
<S>                                <C>                                     <C> 
/s/ George M. Briody               President and Chief Executive           June 16, 1998 
--------------------------------   Officer, and Director  
George M. Briody                   (Principal Executive Officer)  
 
/s/ F. Gregory Opelka              Executive Vice President and Director   June 16, 1998 
-------------------------------- 
F. Gregory Opelka  
 
/s/ Timothy L. McCue               Vice President, Chief Financial         June 16, 1998 
--------------------------------   Officer 
Timothy L. McCue  
   
/s/ Maurice F. Leahy               Director                                June 16, 1998 
--------------------------------   
Maurice F. Leahy   
 
/s/ Eugene W. Pilawski             Director                                June 16, 1998 
--------------------------------  
Eugene W. Pilawski 
  
/s/ Joseph J. Nimrod               Director                                June 16, 1998 
-------------------------------- 
Joseph J. Nimrod  
 
/s/ Walter E. Powers, M.D.         Director                                June 16, 1998 
-------------------------------- 
Walter E. Powers, M.D. 
 
/s/ William B. O'Connell           Director                                June 16, 1998 
-------------------------------- 
William B. O'Connell  
</TABLE>





                                       -8-
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{"company-data": {"conformed-name": "BIG FOOT FINANCIAL CORP", "cik": "0001022807", "assigned-sic": "6035", "irs-number": "364108480", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57981", "film-number": "98656511"}, "business-address": {"street1": "1190 RFD", "city": "LONG GROVE", "state": "IL", "zip": "60047-7304", "phone": "8476342100"}}
As filed with the Securities and Exchange 
Commission on June 29, 1998                            REGISTRATION NO.
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                                 ---------------

                            BIG FOOT FINANCIAL CORP.
             (Exact Name of Registrant as Specified in Its Charter)

             ILLINOIS                                       36-4108480
   -------------------------------                        ----------------
   (STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
    INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)

                                    1190 RFD
                         Long Grove, Illinois 60047-7304
                                 (847) 634-2100
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
                                 ---------------

                 BIG FOOT FINANCIAL CORP. 1997 STOCK OPTION PLAN
          BIG FOOT FINANCIAL CORP. 1997 RECOGNITION AND RETENTION PLAN
                            (FULL TITLE OF THE PLAN)
                                 ---------------

                              Mr. George M. Briody
                      President and Chief Executive Officer
                            Big Foot Financial Corp.
                                    1190 RFD
                         Long Grove, Illinois 60047-7304
                                 (847) 634-2100

                                    Copy to:

                             W. Edward Bright, Esq.
                             Thacher Proffitt & Wood
                       Two World Trade Center - 39th Floor
                            New York, New York 10048
                                 (212) 912-7400
             (NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER
                      AND AREA CODE, OF AGENT FOR SERVICE)
                                 ---------------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                         Amount to be    Proposed Maximum Offering        Proposed Maximum              Amount of
Title of Securities to be Registered     Registered(1)      Price Per Share (2)      Aggregate Offering Price (2)   Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value        351,785 shares            -----                     $5,697,661                  $1,680.81
====================================================================================================================================
(1)          Based on 251,275 shares of common stock of Big Foot Financial Corp.
             (the "Company") reserved for issuance upon exercise of options
             granted pursuant to the Big Foot Financial Corp. 1997 Stock Option
             Plan (the "Option Plan") and 100,510 shares of Company Common Stock
             authorized for restricted stock awards under the Big Foot Financial
             Corp. 1997 Recognition and Retention Plan (the "Restricted Stock
             Plan"). In addition to such shares, this registration statement
             also covers an undetermined number of shares of common stock of the
             Company that, by reason of certain events specified in the Plans,
             may become issuable upon exercise of options or grant of awards
             through the application of certain anti-dilution provisions.

(2)          Estimated solely for purpose of calculating the registration fee in
             accordance with Rule 457 of the Securities Act of 1933, pursuant to
             which 251,275 shares subject to outstanding options are deemed to
             be offered at $15.625, the price at which such options may be
             exercised, and shares that may be acquired under the Restricted
             Stock Plan are deemed to be offered at $17.625 per share, the
             average of the daily high and low sales prices of common stock of
             the Company on the Nasdaq Stock Market at the close of trading on
             June 22, 1998.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

                  Not required to be filed with the Securities and Exchange
Commission (the "Commission").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

                  Not required to be filed with the Commission.

                  Note: The document containing the information specified in
this Part I will be sent or given to employees as specified by Rule 428(b)(1).
Such document need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents and information heretofore filed with
the Commission by the Company (File No. 0-21491) are incorporated by reference
in this registration statement:

         (1)                  the Company's Registration Statement on Form S-1
                              (Registration No. 333-12083) as amended, which was
                              filed with the Commission pursuant to the
                              Securities Act of 1933, as amended;

         (2)                  the Company's Annual Report on Form 10-K for the
                              fiscal year ended June 30, 1997, which was filed
                              with the Commission pursuant to the Securities
                              Exchange Act of 1934, as amended (the "Exchange
                              Act");

         (3)                  the description of the Company's Common Stock (the
                              "Common Stock") contained in the Company's
                              Registration Statement on Form 8-A, dated October
                              4, 1996;
(4)                  the Company's Quarterly Reports on Form 10-Q for
                              the quarters ended September 30, 1997, December
                              31, 1997 and March 31, 1998, which were filed with
                              the Commission pursuant to the Exchange Act; and

         (5)                  the Company's Proxy Statement dated November 17,
                              1997 for its Annual Meeting of Shareholders held
                              on December 22, 1997, filed by the Company
                              pursuant to section 14 of the Exchange Act.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after June 29, 1998 and prior to the date of the
termination of the offering of the Common Stock offered hereby shall be deemed
to be incorporated by reference into this registration statement and to be a
part hereof from the date of filing of such documents. Any statement contained
herein or 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
document which is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

                  The Company will provide without charge to each person to whom
this Prospectus is delivered, upon request of any such person, a copy of any or
all of the foregoing documents incorporated herein by reference (other than
exhibits to such documents). Written requests should be directed to Timothy L.
McCue, Vice President, Big Foot Financial Corp., 1190 RFD, Long Grove, Illinois
60047-7304. Telephone requests may be directed to (847) 634-2100.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Article X of the Certificate of Incorporation of Big Foot
Financial Corp. provides that the Company shall indemnify to the fullest extent
permitted by the Business Corporation Act of the State of Illinois ("BCAI") any
person who is or was or has agreed to become a director or officer of the
Company, who was or is made a party to or is threatened to be made a party to
any 

                                      -2-
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 Company) by reason of the fact that he or she is or was or has
agreed to become a director or officer of the Company, or is or was serving or
has agreed to serve at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, and the Company may indemnify any other person who is
or was or has agreed to become an employee or agent of the Company, who was or
is made a party to 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
Company) by reason of the fact that he or she is or was or has agreed to become
an employee or agent of the Company, or is or was serving or has agreed to serve
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, or
by reason of any action alleged to have been taken or omitted in such capacity,
against costs, charges, expenses (including attorneys' fees and expenses),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her or on his or her behalf in connection with such action, suit or
proceeding and any appeal therefrom, if he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful. The Company
is not obligated to indemnify any director or officer in connection with an
action, suit or proceeding, or part thereof, initiated by such person against
the Company unless such action, suit or proceeding, or part thereof, was
authorized or consented to by the Board of Directors.

                  To the fullest extent permitted by the BCAI, the Company shall
indemnify any person who is or was or has agreed to become a director or officer
of the Company 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
Company to procure a judgment in its favor by reason of the fact that he or she
is or was or has agreed to become a director or officer of the Company, or is or
was serving or has agreed to serve at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, or by reason of any action alleged to have been taken
or omitted in such capacity, and the Company may indemnify any other person who
is or was or has agreed to become an employee or agent of the Company, who was
or is made 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 Company to procure
a judgment in its favor by reason of the fact that he or she is or was or has
agreed to become an employee or agent of the Company, or is or was serving or
has agreed to serve at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, against costs, charges and expenses (including
attorneys' fees and expenses) actually and reasonably incurred by him or her or
on his or her behalf in connection with the defense or settlement of such action
or suit and any appeal therefrom, if he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Company, except no indemnification shall be made in respect of
any claim, issue or matter as to 

                                      -3-
which such person shall have been adjudged to be liable to the Company unless
and only to the extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of such
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such costs, charges and expenses
which such court shall deem proper.

                  To the extent that a director, officer, employee or agent of
the Company has been successful, on the merits or otherwise (including, without
limitation, the dismissal of an action without prejudice), in defense of any
action, suit or proceeding referred to above or in defense of any claim, issue
or matter therein, the Company will indemnify such person against all costs,
charges and expenses (including attorneys' fees and expenses) actually and
reasonably incurred by such person or on such person's behalf in connection
therewith. To the extent that any person who is or was or has agreed to become a
director or officer of the Company is made a witness to any action, suit or
proceeding to which he or she is not a party by reason of the fact that he or
she was, is or has agreed to become a director or officer of the Company, or is
or was serving or has agreed to serve as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
at the request of the Company, such person shall be indemnified against all
costs, charges and expenses actually and reasonably incurred by such person or
on such person's behalf in connection therewith.

                  Any indemnification under the Company's Certificate (unless
ordered by a court) shall be made, if at all, by the Company only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper under the circumstances because he or she
has met the applicable standard of conduct set forth in the appropriate section
of the Certificate. Costs, charges and expenses (including attorneys' fees and
expenses) incurred by or on behalf of a director or officer in defending a civil
or criminal action, suit or proceeding referred to above shall be paid by the
Company in advance of the final disposition of such action, suit or proceeding.
The Company shall not be obligated to reimburse the costs, charges and expenses
of any settlement to which it has not agreed.

                  The Company has entered into an Employment Agreement dated
December 19, 1997 with each of George M. Briody, Timothy L. McCue and F. Gregory
Opelka, Michael Cahill, Robert Jones and Jerome Maher pursuant to which it has
undertaken contractually to provide indemnification and insurance coverage in
the manner described in the Company's Certificate. Big Foot Financial Corp.
maintains directors' and officers' liability insurance coverage for all
directors and officers of Big Foot Financial Corp. and its subsidiaries through
St. Paul Insurance Co. for a 1-year policy term ending November 18, 1998.

                  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling Big Foot Financial Corp. pursuant to the foregoing provisions, Big
Foot Financial Corp. has been informed, that in the opinion of the Commission,
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable.

                                      -4-
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.  EXHIBITS.

                  4.1      Big Foot Financial Corp. 1997 Stock Option Plan.
                  4.2      Form of Stock Option Agreement for Outside Directors 
                           under the Big Foot Financial Corp. 1997 Stock Option
                           Plan.
                  4.3      Form of Stock Option Agreement for Officers and 
                           Employees under the Big Foot Financial Corp. 1997 
                           Stock Option Plan.
                  4.4      Big Foot Financial Corp. 1997 Recognition and 
                           Retention Plan.
                  4.5      Form of Restricted Stock Award Notice for Outside 
                           Directors under the Big Foot Financial Corp. 1997
                           Recognition and Retention Plan.
                  4.6      Form of Restricted Stock Award Notice for Officers 
                           and Employees under the Big Foot Financial Corp. 1997
                           Recognition and Retention Plan.
                  4.7      Certificate of Incorporation of the Company, 
                           incorporated by reference to the Company's 
                           Registration Statement on Form S-1, dated September 
                           16, 1996, as amended (Registration No. 333-12083).
                  4.8      Bylaws of the Company, incorporated by reference to 
                           the Company's Registration Statement on Form S-1, 
                           dated September 16, 1996, as amended (Registration
                           No. 333-12083).
                  5.1      Opinion of Gomberg, Sharfman, Gold and Ostler, P.C., 
                           counsel for Company, as to the legality of the 
                           securities being registered.
                  23.1     Consent of Gomberg, Sharfman, Gold and Ostler, P.C. 
                           (included in Exhibit 5 hereof).
                  23.2     Consent of KPMG Peat Marwick LLP.

ITEM 9.  UNDERTAKINGS.

                  A. RULE 415 OFFERING.  The undersigned Company hereby 
undertakes:

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

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

                                      -5-
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and

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

                           PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and 
(a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.

                           (2) That, for the purpose of determining 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. FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE. The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

                  C. INCORPORATED ANNUAL AND QUARTERLY REPORTS. The undersigned
Company hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.

                  D. FILING OF REGISTRATION ON FORM S-8. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company 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 Company for expenses incurred or paid by 

                                      -6-
a director, officer or controlling person of the Company 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
Company 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.

                                      -7-
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing the Form S-8 and has duly authorized, in the City of
Long Grove, State of Illinois on June 16, 1998,

                                  BIG FOOT FINANCIAL CORP.
                                  (Registrant)

                                  By:/s/ George M. Briody
                                     ------------------------------------------
                                       George M. Briody
                                       President and Chief Executive Officer

         Pursuant to the Requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                             TITLE                            DATE  
         ---------                             -----                            ----
/s/ George M. Briody               President and Chief Executive           June 16, 1998 
--------------------------------   Officer, and Director  
George M. Briody                   (Principal Executive Officer)  
 
/s/ F. Gregory Opelka              Executive Vice President and Director   June 16, 1998 
-------------------------------- 
F. Gregory Opelka  
 
/s/ Timothy L. McCue               Vice President, Chief Financial         June 16, 1998 
--------------------------------   Officer 
Timothy L. McCue  
   
/s/ Maurice F. Leahy               Director                                June 16, 1998 
--------------------------------   
Maurice F. Leahy   
 
/s/ Eugene W. Pilawski             Director                                June 16, 1998 
--------------------------------  
Eugene W. Pilawski 
  
/s/ Joseph J. Nimrod               Director                                June 16, 1998 
-------------------------------- 
Joseph J. Nimrod  
 
/s/ Walter E. Powers, M.D.         Director                                June 16, 1998 
-------------------------------- 
Walter E. Powers, M.D. 
 
/s/ William B. O'Connell           Director                                June 16, 1998 
-------------------------------- 
William B. O'Connell
-8-