As filed with the Securities and Exchange Commission on July 23, 1997
                                                     REGISTRATION NO.
--------------------------------------------------------------------------------


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


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

                           HOME BANCORP OF ELGIN, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 DELAWARE                                     36-4090333
(STATE OR OTHER JURISDICTION OF INCORPORATION OR           (I.R.S. Employer
               ORGANIZATION)                               Identification No.)

                             16 North Spring Street
                           Elgin, Illinois 60120-5569
                                 (847) 742-3800
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
                                 ---------------

               HOME BANCORP OF ELGIN, INC. 1997 STOCK OPTION PLAN
                                       AND
                       1997 RECOGNITION AND RETENTION PLAN
                            (FULL TITLE OF THE PLANS)
                                 ---------------

                              Mr. George L. Perucco
                      President and Chief Executive Officer
                           Home Bancorp of Elgin, Inc.
                             16 North Spring Street
                           Elgin, Illinois 60120-5569
                                 (847) 742-3800

                                    Copy to:

                             W. Edward Bright, Esq.
                             Thacher Proffitt & Wood
                       Two World Trade Center - 38th Floor
                            New York, New York 10048
                                 (212) 912-7400

    (NAME AND ADDRESS, INCLUDING ZIP CODE, TELEPHONE NUMBER AND AREA CODE, OF
                               AGENT FOR SERVICE)
                                 ---------------
<TABLE>

                         CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================================
Title of Securities to         Amount to be Registered(1)   Proposed Maximum Offering       Proposed Maximum           Amount of
be Registered                                                  Price Per Share (2)     Aggregate Offering Price (2) Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                          <C>                        <C>                          <C>   
Common Stock, $0.01 par value    981,295 shares                 $18.4375                 $15,551,787.94              $4,713
====================================================================================================================================
</TABLE>

(1)      Based on the number of shares of common stock of Home Bancorp of Elgin,
         Inc. (the "Company") reserved for issuance upon the exercise of options
         granted pursuant to the Home Bancorp of Elgin, Inc. 1997 Stock Option
         Plan and authorized for awards under the Home Bancorp of Elgin, Inc.
         1997 Recognition and Retention Plan ("Plans"). 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 the exercise of
         options or the 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 a total of 700,921 shares subject to outstanding options are
         deemed to be offered at an exercise price of $14.8125 and a total of
         280,374 restricted shares and shares that may be acquired upon the
         exercise of options granted in the future are deemed to be offered at
         $18.4375 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 July 18, 1997.

================================================================================

<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 Registrant (File No. 000-28696) are incorporated by
reference in this registration statement:

         (1)      the description of the Registrant's common stock (the "Common
                  Stock") contained in the Registrant's Registration Statement
                  on Form 8-A, dated July 29, 1996 which was filed with the
                  Commission pursuant to the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act"); and

         (2)      the Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1996, which was filed with the
                  Commission pursuant to the Exchange Act; and

         (3)      the Registrant's Quarterly Report on Form 10-Q  for the 
                  quarter ended March 31, 1997.


<PAGE>

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the end of the fiscal quarter ended March 31,
1997 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.

                  Home Bancorp of Elgin, Inc. 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 the Pat A. Lenart, Home Bancorp of Elgin, Inc., 16 North Spring
Street, Elgin, Illinois 60120-5569. Telephone requests may be directed to (847)
742-3800.


ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of the Delaware General Corporation Law ("DGCL")
INTER ALIA, empowers a Delaware corporation 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 (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such person against expenses (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. Any such indemnification may be made only as
authorized in each specific case upon a determination by the


                                       -2-

<PAGE>



shareholders or disinterested directors or by independent legal counsel in a
written opinion that indemnification is proper because the indemnitee has met
the applicable standard of conduct.

                  Section 145 further authorizes a corporation 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 or
enterprise, against any liability asserted against him, an incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.

                  Article IX of the Company's Certificate of Incorporation
provides that a director shall not be personally liable to the Company or its
stockholders for damages for breach of his fiduciary duty as a director, except
to the extent such exemption from liability or limitation thereof is expressly
prohibited by the DGCL. Article X of the Company's Certificate of Incorporation
requires the Company, among other things, to indemnify to the fullest extent
permitted by the DGCL, 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, or has become a witness in, any threatened,
pending or completed action, suit or proceeding, including actions or suits by
or in the right of the Company, by reason of such agreement or service or the
fact that such person is, was or has agreed to serve as a director, officer,
employee or agent of another corporation or organization at the written request
of the Company.

                  Article X also empowers the Company to purchase and maintain
insurance to protect itself and its directors and officers, and those who were
or have agreed to become directors or officers, against any liability,
regardless of whether or not the Company would have the power to indemnify those
persons against such liability under the law or the provisions set forth in the
Certificate of Incorporation. The Company is also authorized by its Certificate
of Incorporation to enter into individual indemnification contracts with
directors and officers. The Company currently maintains directors' and officers'
liability insurance consistent with the provisions of the Certificate of
Incorporation.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.




                                       -3-

<PAGE>



ITEM 8.  EXHIBITS.

                  4.1      Home Bancorp of Elgin, Inc. 1997 Stock Option Plan.
                  4.2      Home Bancorp of Elgin, Inc. 1997 Recognition and
                           Retention Plan.
                  4.3      Form of Stock Option Agreement for Officers and 
                           Employees under the Home Bancorp of Elgin, Inc. 1997
                           Stock Option Plan.
                  4.4      Form of Stock Option Agreement for Outside Directors
                           under the Home Bancorp of Elgin, Inc. 1997 Stock
                           Option Plan.
                  4.5      Form of Award Notice for Officers and Employees under
                           the Home Bancorp of Elgin, Inc. 1997 Recognition and 
                           Retention Plan.
                  4.6      Form of Award Notice for Outside Directors under the
                           Home Bancorp of Elgin, Inc. 1997 Recognition and
                           Retention Plan.
                  4.7      Certificate of Incorporation of Home Bancorp of
                           Elgin, Inc., incorporated by reference to the 
                           Registrant's Registration Statement on Form S-1,
                           dated June 13, 1996, as amended (Registration  No.
                           333-05909).
                  4.8      Bylaws of Home Bancorp of Elgin, Inc., incorporated
                           by reference to the Registrant's Registration
                           Statement on Form S-1, dated June 13, 1996, as 
                           amended (Registration No. 333-05909).
                  5        Opinion of Thacher Proffitt & Wood, counsel for 
                           Registrant, as to the legality of the securities
                           being registered.
                  23.1     Consent of Thacher Proffitt & Wood (included in 
                           Exhibit 5 hereof).
                  23.2     Consent of KPMG Peat Marwick LLP.


ITEM 9.  UNDERTAKINGS.

         A.       RULE 415 OFFERING.  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:

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

                           (ii)     To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (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


                                       -4-

<PAGE>



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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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
registrant 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 Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant for 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 public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                       -5-

<PAGE>


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the State of Illinois on July 17, 1997.

                                       HOME BANCORP OF ELGIN, INC.
                                       (Registrant)


                                       By:   /s/ George L. Perucco
                                          ---------------------------
                                           George L. Perucco
                                           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 L. Perucco                            President and Chief Executive Officer 
----------------------------------------------   (Principal Executive Officer) and Director         July 17, 1997
George L. Perucco

/s/ Lyle N. Dolan                                Executive Vice President, Treasurer and
----------------------------------------------   Director (Chief Financial and Accounting
Lyle N. Dolan                                    Officer)                                           July 17, 1997

/s/ Orval M. Graening                            Director                                           July 17, 1997
----------------------------------------------
Orval M. Graening

/s/ Henry R. Hines                               Director                                           July 17, 1997
----------------------------------------------
Henry R. Hines

/s/ Donald E. Laird                              Director                                           July 17, 1997
----------------------------------------------
Donald E. Laird

/s/ Leigh C. O'Connor                            Director                                           July 17, 1997
----------------------------------------------
Leigh C. O'Connor

/s/ Thomas S. Rakow                              Director                                           July 17, 1997
----------------------------------------------
Thomas S. Rakow

/s/ Richard S. Scheflow                          Director                                           July 17, 1997
----------------------------------------------
Richard S. Scheflow

</TABLE>

                                       -6-

<PAGE>

                                                   EXHIBIT INDEX

EXHIBIT
NUMBER                                      DESCRIPTION OF EXHIBITS


   4.1            Home Bancorp of Elgin, Inc. 1997 Stock Option Plan.
   4.2            Home Bancorp of Elgin, Inc. 1997 Recognition and Retention
                  Plan.
   4.3            Form of Stock Option Agreement for Officers and Employees
                  under the Home Bancorp of Elgin, Inc. 1997 Stock Option Plan.
   4.4            Form of Stock Option Agreement for Outside Directors under the
                  Home Bancorp of Elgin, Inc. 1997 Stock Option Plan.
   4.5            Form of Award Notice for Officers and Employees under the Home
                  Bancorp of Elgin, Inc. 1997 Recognition and Retention Plan.
   4.6            Form of Award Notice for Outside Directors under the Home
                  Bancorp of Elgin, Inc. 1997 Recognition and Retention Plan.
   4.7            Certificate of Incorporation of Home Bancorp of Elgin, Inc.,
                  incorporated by reference to the Registrant's Registration
                  Statement on Form S-1, dated June 13, 1996, as amended
                  (Registration No. 333-05909).
   4.8            Bylaws of Home Bancorp of Elgin, Inc., incorporated by
                  reference to the Registrant's Registration Statement on Form
                  S-1, dated June 13, 1996, as amended (Registration No.
                  333-05909).
   5              Opinion of Thacher Proffitt & Wood, counsel for Registrant, as
                  to the legality of the securities being registered.
   23.1           Consent of Thacher Proffitt & Wood (included in Exhibit 5
                  hereof).
   23.2           Consent of KPMG Peat Marwick LLP.
[{"type": "S-8", "sequence": "1", "description": "HOME BANCORP OF ELGIN, INC.", "secsgml_size_bytes": 24124}]
{"company-data": {"conformed-name": "HOME BANCORP OF ELGIN INC", "cik": "0001016325", "assigned-sic": "6035", "irs-number": "364090333", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31889", "film-number": "97644232"}, "business-address": {"street1": "16 NORTH SPRING STREET", "city": "ELGIN", "state": "IL", "zip": "60120", "phone": "8477423800"}, "mail-address": {"street1": "16 NORTH SPRING STREET", "city": "ELGIN", "state": "IL", "zip": "60120"}}
As filed with the Securities and Exchange Commission on July 23, 1997
                                                     REGISTRATION NO.
--------------------------------------------------------------------------------

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

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

                           HOME BANCORP OF ELGIN, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 DELAWARE                                     36-4090333
(STATE OR OTHER JURISDICTION OF INCORPORATION OR           (I.R.S. Employer
               ORGANIZATION)                               Identification No.)

                             16 North Spring Street
                           Elgin, Illinois 60120-5569
                                 (847) 742-3800
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
                                 ---------------

               HOME BANCORP OF ELGIN, INC. 1997 STOCK OPTION PLAN
                                       AND
                       1997 RECOGNITION AND RETENTION PLAN
                            (FULL TITLE OF THE PLANS)
                                 ---------------

                              Mr. George L. Perucco
                      President and Chief Executive Officer
                           Home Bancorp of Elgin, Inc.
                             16 North Spring Street
                           Elgin, Illinois 60120-5569
                                 (847) 742-3800

                                    Copy to:

                             W. Edward Bright, Esq.
                             Thacher Proffitt & Wood
                       Two World Trade Center - 38th 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
====================================================================================================================================
Title of Securities to         Amount to be Registered(1)   Proposed Maximum Offering       Proposed Maximum           Amount of
be Registered                                                  Price Per Share (2)     Aggregate Offering Price (2) Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value    981,295 shares                 $18.4375                 $15,551,787.94              $4,713
====================================================================================================================================
(1)      Based on the number of shares of common stock of Home Bancorp of Elgin,
         Inc. (the "Company") reserved for issuance upon the exercise of options
         granted pursuant to the Home Bancorp of Elgin, Inc. 1997 Stock Option
         Plan and authorized for awards under the Home Bancorp of Elgin, Inc.
         1997 Recognition and Retention Plan ("Plans"). 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 the exercise of
         options or the 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 a total of 700,921 shares subject to outstanding options are
         deemed to be offered at an exercise price of $14.8125 and a total of
         280,374 restricted shares and shares that may be acquired upon the
         exercise of options granted in the future are deemed to be offered at
         $18.4375 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 July 18, 1997.

================================================================================
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 Registrant (File No. 000-28696) are incorporated by
reference in this registration statement:

         (1)      the description of the Registrant's common stock (the "Common
                  Stock") contained in the Registrant's Registration Statement
                  on Form 8-A, dated July 29, 1996 which was filed with the
                  Commission pursuant to the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act"); and

         (2)      the Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1996, which was filed with the
                  Commission pursuant to the Exchange Act; and

         (3)      the Registrant's Quarterly Report on Form 10-Q  for the 
                  quarter ended March 31, 1997.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the end of the fiscal quarter ended March 31,
1997 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.

                  Home Bancorp of Elgin, Inc. 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 the Pat A. Lenart, Home Bancorp of Elgin, Inc., 16 North Spring
Street, Elgin, Illinois 60120-5569. Telephone requests may be directed to (847)
742-3800.

ITEM 4.  DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of the Delaware General Corporation Law ("DGCL")
INTER ALIA, empowers a Delaware corporation 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 (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such person against expenses (including attorneys' fees) actually
and reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. Any such indemnification may be made only as
authorized in each specific case upon a determination by the

                                       -2-
shareholders or disinterested directors or by independent legal counsel in a
written opinion that indemnification is proper because the indemnitee has met
the applicable standard of conduct.

                  Section 145 further authorizes a corporation 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 or
enterprise, against any liability asserted against him, an incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.

                  Article IX of the Company's Certificate of Incorporation
provides that a director shall not be personally liable to the Company or its
stockholders for damages for breach of his fiduciary duty as a director, except
to the extent such exemption from liability or limitation thereof is expressly
prohibited by the DGCL. Article X of the Company's Certificate of Incorporation
requires the Company, among other things, to indemnify to the fullest extent
permitted by the DGCL, 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, or has become a witness in, any threatened,
pending or completed action, suit or proceeding, including actions or suits by
or in the right of the Company, by reason of such agreement or service or the
fact that such person is, was or has agreed to serve as a director, officer,
employee or agent of another corporation or organization at the written request
of the Company.

                  Article X also empowers the Company to purchase and maintain
insurance to protect itself and its directors and officers, and those who were
or have agreed to become directors or officers, against any liability,
regardless of whether or not the Company would have the power to indemnify those
persons against such liability under the law or the provisions set forth in the
Certificate of Incorporation. The Company is also authorized by its Certificate
of Incorporation to enter into individual indemnification contracts with
directors and officers. The Company currently maintains directors' and officers'
liability insurance consistent with the provisions of the Certificate of
Incorporation.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

                                       -3-
ITEM 8.  EXHIBITS.

                  4.1      Home Bancorp of Elgin, Inc. 1997 Stock Option Plan.
                  4.2      Home Bancorp of Elgin, Inc. 1997 Recognition and
                           Retention Plan.
                  4.3      Form of Stock Option Agreement for Officers and 
                           Employees under the Home Bancorp of Elgin, Inc. 1997
                           Stock Option Plan.
                  4.4      Form of Stock Option Agreement for Outside Directors
                           under the Home Bancorp of Elgin, Inc. 1997 Stock
                           Option Plan.
                  4.5      Form of Award Notice for Officers and Employees under
                           the Home Bancorp of Elgin, Inc. 1997 Recognition and 
                           Retention Plan.
                  4.6      Form of Award Notice for Outside Directors under the
                           Home Bancorp of Elgin, Inc. 1997 Recognition and
                           Retention Plan.
                  4.7      Certificate of Incorporation of Home Bancorp of
                           Elgin, Inc., incorporated by reference to the 
                           Registrant's Registration Statement on Form S-1,
                           dated June 13, 1996, as amended (Registration  No.
                           333-05909).
                  4.8      Bylaws of Home Bancorp of Elgin, Inc., incorporated
                           by reference to the Registrant's Registration
                           Statement on Form S-1, dated June 13, 1996, as 
                           amended (Registration No. 333-05909).
                  5        Opinion of Thacher Proffitt & Wood, counsel for 
                           Registrant, as to the legality of the securities
                           being registered.
                  23.1     Consent of Thacher Proffitt & Wood (included in 
                           Exhibit 5 hereof).
                  23.2     Consent of KPMG Peat Marwick LLP.

ITEM 9.  UNDERTAKINGS.

         A.       RULE 415 OFFERING.  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:

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

                           (ii)     To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (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

                                       -4-
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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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
registrant 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 Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant for 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 public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                       -5-
SIGNATURES

                  Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the State of Illinois on July 17, 1997.

                                       HOME BANCORP OF ELGIN, INC.
                                       (Registrant)

                                       By:   /s/ George L. Perucco
                                          ---------------------------
                                           George L. Perucco
                                           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 L. Perucco                            President and Chief Executive Officer 
----------------------------------------------   (Principal Executive Officer) and Director         July 17, 1997
George L. Perucco

/s/ Lyle N. Dolan                                Executive Vice President, Treasurer and
----------------------------------------------   Director (Chief Financial and Accounting
Lyle N. Dolan                                    Officer)                                           July 17, 1997

/s/ Orval M. Graening                            Director                                           July 17, 1997
----------------------------------------------
Orval M. Graening

/s/ Henry R. Hines                               Director                                           July 17, 1997
----------------------------------------------
Henry R. Hines

/s/ Donald E. Laird                              Director                                           July 17, 1997
----------------------------------------------
Donald E. Laird

/s/ Leigh C. O'Connor                            Director                                           July 17, 1997
----------------------------------------------
Leigh C. O'Connor

/s/ Thomas S. Rakow                              Director                                           July 17, 1997
----------------------------------------------
Thomas S. Rakow

/s/ Richard S. Scheflow                          Director                                           July 17, 1997
----------------------------------------------
Richard S. Scheflow
-6-
EXHIBIT INDEX

EXHIBIT
NUMBER                                      DESCRIPTION OF EXHIBITS

   4.1            Home Bancorp of Elgin, Inc. 1997 Stock Option Plan.
   4.2            Home Bancorp of Elgin, Inc. 1997 Recognition and Retention
                  Plan.
   4.3            Form of Stock Option Agreement for Officers and Employees
                  under the Home Bancorp of Elgin, Inc. 1997 Stock Option Plan.
   4.4            Form of Stock Option Agreement for Outside Directors under the
                  Home Bancorp of Elgin, Inc. 1997 Stock Option Plan.
   4.5            Form of Award Notice for Officers and Employees under the Home
                  Bancorp of Elgin, Inc. 1997 Recognition and Retention Plan.
   4.6            Form of Award Notice for Outside Directors under the Home
                  Bancorp of Elgin, Inc. 1997 Recognition and Retention Plan.
   4.7            Certificate of Incorporation of Home Bancorp of Elgin, Inc.,
                  incorporated by reference to the Registrant's Registration
                  Statement on Form S-1, dated June 13, 1996, as amended
                  (Registration No. 333-05909).
   4.8            Bylaws of Home Bancorp of Elgin, Inc., incorporated by
                  reference to the Registrant's Registration Statement on Form
                  S-1, dated June 13, 1996, as amended (Registration No.
                  333-05909).
   5              Opinion of Thacher Proffitt & Wood, counsel for Registrant, as
                  to the legality of the securities being registered.
   23.1           Consent of Thacher Proffitt & Wood (included in Exhibit 5
                  hereof).
   23.2           Consent of KPMG Peat Marwick LLP.