As filed with the Securities and 
 Exchange Commission on November 19, 1996             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 INCORPORATION OR              (I.R.S. EMPLOYER
               ORGANIZATION)                                 IDENTIFICATION NO.)

                                    1190 RFD
                           LONG GROVE, ILLINOIS 60047
                                 (847) 634-2100
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
                                 ---------------

             FAIRFIELD SAVINGS BANK PROFIT SHARING AND SAVINGS PLAN
                            (FULL TITLE OF THE PLAN)
                                 ---------------

                              George M. Briody
                                    President
                            Big Foot Financial Corp.
                                    1190 RFD
                           Long Grove, Illinois 60047
                                 (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)
                                 ---------------

<TABLE>
                                         CALCULATION OF REGISTRATION FEE
<CAPTION>
=================================================================================================================================
Title of Securities to be Registered    Amount to be Registered(1)    Proposed Maximum Offering         Proposed Maximum         
                                                                         Price Per Share (2)       Aggregate Offering Price (2)  
---------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                                <C>                       <C>                   
    Common Stock, $0.01 par value             200,000 shares                     $10                       $2,000,000            
---------------------------------------------------------------------------------------------------------------------------------
   Plan Participation Interests(3)                   --                            --                             --             
=================================================================================================================================
</TABLE>

==============================================================
Title of Securities to be Registered        Amount of         
                                         Registration Fee     
--------------------------------------------------------------
    Common Stock, $0.01 par value            $606.06          
--------------------------------------------------------------
   Plan Participation Interests(3)                 --         
==============================================================

(1)      Based on the estimated number of shares of common stock of Big Foot
         Financial Corp. ("Big Foot") under the Fairfield Savings Bank Profit
         Sharing and Savings Plan ("Plan") which might be purchased with the
         current assets of the Plan and the projected contributions to the Plan
         through December 31, 1999.

(2)      Estimated solely for purpose of calculating the registration fee in
         accordance with Rule 457(h) of the Securities Act of 1933, as amended
         (the "Securities Act") pursuant to which shares of common stock of Big
         Foot offered pursuant to the Plan are deemed to be offered at $10 per
         share, the price at which shares of Big Foot common stock are being
         offered to the public pursuant to the Registration Statement of Big
         Foot on Form S-1, Registration No. 333-12083.

(3)      In addition, pursuant to Rule 416(c) under the Securities Act, this
         registration statement also covers an indeterminate amount of interests
         to be offered pursuant to the employee benefit plan described herein.

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




<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 documents containing the information specified in
this Part I will be sent or given to employees as specified by Rule 428(b)(1).
Such documents 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 Big Foot Financial Corp. (the "Registrant") are incorporated
by reference in this registration statement:

         (1)      the Registrant's Registration Statement on Form S-1 filed on
                  September 16, 1996, Registration No. 333-12083, and Amendment
                  No. 1 thereto; and

         (2)      the description of the Registrant's Common Stock (the "Common
                  Stock") contained in the Registrant's Registration Statement
                  on Form 8-A filed on October 4, 1996.

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



<PAGE>




                  The Registrant 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 shall be directed to Timothy
L. McCue, Vice President and Chief Financial Officer, Big Foot Financial Corp.,
1190 RFD, Long Grove, Illinois 60047. 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.

                  The directors and officers of the Registrant are entitled to
indemnification to the fullest extent permitted by the Business Corporation Act
of the State of Illinois. The following is an extract from Article X of the
Certificate of Incorporation of the Registrant concerning indemnification of
director and officers:

                           SECTION 1. ACTIONS, SUITS OR PROCEEDINGS OTHER THAN
         BY OR IN THE RIGHT OF THE CORPORATION. To the fullest extent permitted
         by the Business Corporation Act of the State of Illinois, the
         Corporation shall indemnify any person who is or was or has agreed to
         become a director or officer of the Corporation 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 Corporation) by reason of the fact that he or she is or
         was or has agreed to become a director or officer of the Corporation,
         or, is or was serving or has agreed to serve at the request of the
         Corporation 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 Corporation may indemnify any other person who is or
         was or has agreed to become an employee or agent of the Corporation 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 Corporation) by reason of the fact that he or
         she is or was or has agreed to become an employee or agent of the
         Corporation, or is or was serving or has agreed to serve at the request
         of the Corporation as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other


                                       -2-


<PAGE>



         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 Corporation and, with respect to any criminal action
         or proceeding, had no reasonable cause to believe his or her conduct
         was unlawful. The termination of any action, suit or proceeding by
         judgment, order, settlement or conviction, or upon a plea of NOLO
         CONTENDERE or its equivalent, shall not, of itself, create a
         presumption that the person did not act in good faith and in a manner
         which he or she reasonably believed to be in, or not opposed to, the
         best interests of the Corporation and, with respect to any criminal
         action or proceeding, had reasonable cause to believe that his or her
         conduct was unlawful. Notwithstanding anything contained in this
         Article X, the Corporation shall not be obligated to indemnify any
         director or officer in connection with an action, suit or proceeding,
         or part thereof, initiated by such person against the Corporation
         unless such action, suit or proceeding, or part thereof, was authorized
         or consented to by the Board of Directors.

                           SECTION 2. ACTIONS OR SUITS BY OR IN THE RIGHT OF THE
         CORPORATION. To the fullest extent permitted by the Business
         Corporation Act of the State of Illinois, the Corporation shall
         indemnify any person who is or was or has agreed to become a director
         or officer of the Corporation who was or is a party or is threatened to
         be made a party to any threatened, pending or completed action or suit
         by or in the right of the Corporation to procure a judgment in its
         favor by reason of the fact that he or she is or was or has agreed to
         become a director or officer of the Corporation, or is was serving or
         has agreed to serve at the request of the Corporation 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 Corporation may
         indemnify any other person who is or was or has agreed to become an
         employee or agent of the Corporation 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 Corporation 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 Corporation, or is was
         serving or has agreed to serve at the request of the Corporation 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 Corporation, except no indemnification shall
         be made in respect of any claim, issue or matter as to which such
         person shall


                                       -3-


<PAGE>



         have been adjudged to be liable to the Corporation 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. Notwithstanding
         anything contained in this Article X, the Corporation shall not be
         obligated to indemnify any director or officer in connection with an
         action or suit, or part thereof, initiated by such person against the
         Corporation unless such action or suit, or part thereof, was authorized
         or consented to by the Board of Directors.

                           SECTION 3. INDEMNIFICATION FOR COSTS, CHARGES AND
         EXPENSES OF A SUCCESSFUL PARTY. To the extent that a director, officer,
         employee or agent of the Corporation 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 in Section 1 or 2 of this Article X, or in defense of any
         claim, issue or matter therein, such person shall be indemnified
         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.

                           SECTION 4. INDEMNIFICATION FOR EXPENSES OF A WITNESS.
         To the extent that any person who is or was or has agreed to become a
         director or officer of the Corporation 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 Corporation, 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 Corporation, 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.

                           To the extent that any person who is or was or has
         agreed to become an employee or agent of the Corporation 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 an employee or agent of the Corporation, 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 Corporation, such person may be
         indemnified against all costs, charges and expenses actually and
         reasonably incurred by such person or on such person's behalf in
         connection therewith.

                           SECTION 5. DETERMINATION OF RIGHT TO INDEMNIFICATION.
         Any indemnification under Section 1 or 2 of this Article X (unless
         ordered by a court) shall be made, if at all, by the Corporation only
         as authorized in the specific case upon a determination that
         indemnification of the director, officer, employee or


                                       -4-


<PAGE>



         agent is proper under the circumstances because he or she has met the
         applicable standard of conduct set forth in Section 1 or 2 of this
         Article X. Any indemnification under Section 4 of this Article X
         (unless ordered by a court) shall be made, if at all, by the
         Corporation only as authorized in the specific case upon a
         determination that indemnification of the director, officer, employee
         or agent is proper under the circumstances. Such determinations shall
         be made by (a) a majority vote of directors who were not parties to
         such action, suit or proceeding even though less than a quorum of the
         Board of Directors or (b) if there are no such directors, or if such
         directors so direct, by independent counsel in a written opinion or (c)
         by the shareholders of the Corporation. To obtain indemnification under
         this Article X, any person referred to in Section 1, 2, 3 or 4 of this
         Article X shall submit to the Corporation a written request, including
         therewith such documents as are reasonably available to such person and
         are reasonably necessary to determine whether and to what extent such
         person is entitled to indemnification.

                           SECTION 6. ADVANCEMENT OF COSTS, CHARGES AND
         EXPENSES. 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 in
         Section 1 or 2 of this Article X shall be paid by the Corporation in
         advance of the final disposition of such action, suit or proceeding;
         PROVIDED, HOWEVER, that the payment of such costs, charges and expenses
         incurred by or on behalf of a director or officer in advance of the
         final disposition of such action, suit or proceeding shall be made only
         upon receipt of a written undertaking, by or on behalf of the director
         or officer to repay all amounts so advanced in the event that it shall
         ultimately be determined that such director or officer is not entitled
         to be indemnified by the Corporation as authorized in this Article X or
         by law. No security shall be required for such undertaking and such
         undertaking shall be accepted without reference to the recipient's
         financial ability to make repayment. The majority of the directors who
         were not parties to such action, suit or proceeding may, upon approval
         of such director or officer of the Corporation, authorize the
         Corporation's counsel to represent such person, in any action, suit or
         proceeding, whether or not the Corporation is a party to such action,
         suit or proceeding.

                           SECTION 7. PROCEDURE FOR INDEMNIFICATION. Any
         indemnification under Section 1, 2, 3 or 4 of this Article X or
         advancement of costs, charges and expenses under Section 6 of this
         Article X shall be made promptly, and in any event within sixty (60)
         days (except indemnification to be determined by shareholders which
         will be determined at the next annual meeting of shareholders), upon
         the written request of the director or officer. The right to
         indemnification or advancement of expenses as granted by this Article X
         shall be enforceable by the director, officer, employee or agent in any
         court of competent jurisdiction in the State of Illinois in the event
         the Corporation denies such request, in whole or in part, or if no
         disposition of such request is made within sixty (60) days of the
         request. Such person's costs, charges and expenses incurred in
         connection with


                                       -5-


<PAGE>



         successfully establishing his or her right to indemnification or
         advancement, to the extent successful, in any such action shall also be
         indemnified by the Corporation. It shall be a defense to any such
         action (other than an action brought to enforce a claim for the
         advancement of costs, charges and expenses under Section 6 of this
         Article X where the required undertaking, if any, has been received by
         the Corporation) that the claimant has not met the standard of conduct
         set forth in Section 1 or 2 of this Article X, but the burden of
         proving such defense shall be on the Corporation. Neither the failure
         of the Corporation (including its directors, its independent counsel
         and its shareholders) to have made a determination prior to the
         commencement of such action that indemnification of the claimant is
         proper in the circumstances because he or she has met the applicable
         standard of conduct set forth in Section 1 or 2 of this Article X, nor
         the fact that there has been an actual determination by the Corporation
         (including its directors, its independent counsel and its shareholders)
         that the claimant has not met such applicable standard of conduct,
         shall be a defense to the action or create a presumption that the
         claimant has not met the applicable standard of conduct.

                           SECTION 8. SETTLEMENT. The Corporation shall not be
         obligated to reimburse the costs, charges and expenses of any
         settlement to which it has not agreed. If, in any action, suit or
         proceeding (including any appeal) within the scope of Section 1 or 2 of
         this Article X, the person to be indemnified shall have unreasonably
         failed to enter into a settlement thereof offered or assented to by the
         opposing party or parties in such action, suit or proceeding, then,
         notwithstanding any other provision of this Article X, the
         indemnification obligation of the Corporation to such person in
         connection with such action, suit or proceeding shall not exceed the
         total of the amount at which settlement could have been made and the
         expenses incurred by or on behalf of such person prior to the time such
         settlement could reasonably have been effected.

                           SECTION 9. OTHER RIGHTS; CONTINUATION OF RIGHT TO
         INDEMNIFICATION; INDIVIDUAL CONTRACTS. The indemnification and
         advancement of costs, charges and expenses provided by or granted
         pursuant to this Article X shall not be deemed exclusive of any other
         rights to which any person seeking indemnification or advancement of
         costs, charges and expenses may be entitled under law (common or
         statutory) or any Bylaw, agreement, policy of indemnification insurance
         or vote of shareholders or directors or otherwise, both as to action in
         his or her official capacity and as to action in any other capacity
         while holding office, and shall continue as to any person who has
         ceased to be a director, officer, employee or agent and shall inure to
         the benefit of the legatees, heirs, distributees, executors and
         administrators of any such person. Nothing contained in this Article X
         shall be deemed to prohibit the Corporation from entering into, and the
         Corporation is specifically authorized to enter into, agreements with
         directors, officers, employees and agents providing indemnification
         rights and procedures different from those set forth herein. All rights
         to indemnification under this Article X shall be deemed to be a
         contract between the Corporation and each director, officer, employee
         or agent of the Corporation who


                                       -6-


<PAGE>



         serves or served in such capacity (or is was serving or has agreed to
         serve at the request of the Corporation as a director, officer,
         employee or agent of another corporation, partnership, joint venture,
         trust or other enterprise) at any time while this Article X is in
         effect.

                           SECTION 10. SAVINGS CLAUSE. If this Article X or any
         portion shall be invalidated on any ground by any court of competent
         jurisdiction, the Corporation shall nevertheless indemnify each
         director or officer, and may indemnify each employee or agent, of the
         Corporation as to any costs, charges, expenses (including attorneys'
         fees and expenses), judgments, fines and amounts paid in settlement
         with respect to any action, suit or proceeding, whether civil,
         criminal, administrative or investigative (including an action by or in
         the right of the Corporation), to the full extent permitted by any
         applicable portion of this Article X that shall not have been
         invalidated and to the fullest extent permitted by applicable law.

                           SECTION 11. INSURANCE. The Corporation may purchase
         and maintain insurance, at its expense, to protect itself and any
         person who is or was a director, officer, employee or agent of the
         Corporation or is was serving or has agreed to serve at the request of
         the Corporation as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise
         against any costs, charges or expenses, liability or loss incurred by
         such person in any such capacity, or arising out of such person's
         status as such, whether or not the Corporation would have the power to
         indemnify such person against such costs, charges or expenses,
         liability or loss under the Articles of Incorporation or applicable
         law; PROVIDED, HOWEVER, that such insurance is available on acceptable
         terms as determined by a vote of the Board of Directors. To the extent
         that any director, officer, employee or agent is reimbursed by an
         insurance company under an indemnification insurance policy for any
         costs, charges, expenses (including attorneys' fees and expenses),
         judgments, fines and amounts paid in settlement to the fullest extent
         permitted by any applicable portion of this Article X, the Bylaws, any
         agreement, the policy of indemnification insurance or otherwise, the
         Corporation shall not be obligated to reimburse the person to be
         indemnified in connection with such proceeding.

                  The Registrant expects to purchase directors' and officers'
liability insurance coverage for all directors and officers of the Registrant
and its subsidiaries.

                  Under employment agreements to be entered into between the
Registrant and each of its Named Executive Officers, the Registrant shall cause
each such executive to be covered by and named as an insured under any policy or
contract of insurance obtained by it to insure its directors and officers
against personal liability for acts or omissions in connection with service as
an officer or director of the Registrant or service in other capacities at the
request of the Registrant. Such coverage will last for the term of the
employment agreement and six years thereafter.



                                       -7-


<PAGE>



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


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.


ITEM 8.  EXHIBITS.

                  4.1      Fairfield Savings Bank Profit Sharing and Savings
                           Plan, as amended and restated effective August 1,
                           1989, as further amended.
                  4.2      Trust Agreement dated December 29, 1977 by and
                           between Fairfield Savings Bank, F.S.B. and George M.
                           Briody, F. Gregory Opelka and Eugene W. Pilawski.
                  4.3      Articles of Incorporation of the Registrant,
                           incorporated by reference to the Registrant's
                           Registration Statement on Form S-1, filed on
                           September 16, 1996, as amended (Registration No.
                           333-12083).
                  4.4      By-Laws of the Registrant, incorporated by reference
                           to the Registrant's Registration Statement on Form
                           S-1, filed on September 16, 1996, as amended
                           (Registration No. 333-12083).
                  5.       Opinion of Thacher Proffitt & Wood, counsel for
                           the 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. QUALIFICATION OF PLAN. The undersigned Registrant has submitted the
Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under section 401(a) of the Internal Revenue Code of 1986.

         B. 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;



                                       -8-


<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.

         C. 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.

         D. 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
are 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.

         E. 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


                                       -9-


<PAGE>



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.




                                      -10-


<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 City of Long Grove, State of Illinois on the 15th day of
October, 1996.

                                    Big Foot Financial Corp.
                                    (Registrant)


                                    By:  /s/ George M. Briody
                                       -----------------------------
                                         George M. Briody
                                         President


                  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 (Principal Executive     October 15, 1996
---------------------------  Officer) and Director
George M. Briody

/s/ F. Gregory Opelka        Executive Vice President and       October 15, 1996
---------------------------  Director
F. Gregory Opelka

/s/ Timothy L. McCue         Vice President and Chief Financial October 15, 1996
---------------------------  Officer (Principal Financial and
Timothy L. McCue             Accounting Officer)

/s/ Maurice F. Leahy         Director                           October 15, 1996
---------------------------
Maurice F. Leahy

/s/ Eugene W. Pilawski       Director                           October 15, 1996
---------------------------
Eugene W. Pilawski

/s/ Joseph J. Nimrod         Director                           October 15, 1996
---------------------------
Joseph J. Nimrod


/s/ Walter E. Powers, M.D.   Director                           October 15, 1996
---------------------------
Walter E. Powers, M.D.


/s/ William B. O'Connell     Director                           October 15, 1996
---------------------------
William B. O'Connell




<PAGE>



                  Pursuant to the requirements of the Securities Exchange Act of
1933, the trustees (or other persons who administer the employee benefit plan)
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Long Grove, State of
Illinois, on October 15, 1996.

                                   Fairfield Savings Bank Profit Sharing and
                                   Savings Plan  (Registrant)



                                   By:  /s/ George M. Briody
                                      ----------------------------------
                                        George M. Briody, Trustee



                                   By:  /s/ F. Gregory Opelka
                                      ----------------------------------
                                        F. Gregory Opelka, Trustee



                                   By:  /s/ Timothy L. McCue
                                      ----------------------------------
                                        Timothy L. McCue, Trustee




<PAGE>


                                  EXHIBIT INDEX



EXHIBIT
NUMBER                       DESCRIPTION                                PAGE NO.
------                       -----------                                --------


 4.1   Fairfield Savings Bank Profit Sharing and Savings Plan, as
       amended..............................................................
 4.2   Trust Agreement dated December 29, 1977 by and between
       Fairfield Savings Bank, F.S.B. and George M. Briody,
       F. Gregory Opelka and Eugene W. Pilawski.............................
 4.3   Articles of Incorporation of the Registrant,
       incorporated by reference to the Registrant's Registration
       Statement on Form S-1, filed on September 16, 1996, as
       amended (Registration No. 333-12083).................................
 4.4   By-Laws of the Registrant, incorporated by
       reference to the Registrant's Registration Statement on
       Form S-1, filed on September 16, 1996, as amended
       (Registration No. 333-12083..........................................
 5.    Opinion of Thacher Proffitt & Wood, counsel for the
       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.....................................


                              -13-
[{"type": "S-8", "sequence": "1", "description": "BIG FOOT FINANCIAL CORP.", "secsgml_size_bytes": 42069}]
{"company-data": {"conformed-name": "BIG FOOT FINANCIAL CORP", "cik": "0001022807", "assigned-sic": "6035", "state-of-incorporation": "IL", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16361", "film-number": "96668966"}, "business-address": {"street1": "1190 RFD", "city": "LONG GROVE", "state": "IL", "zip": "60047-7304", "phone": "8476342100"}}
As filed with the Securities and 
 Exchange Commission on November 19, 1996             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 INCORPORATION OR              (I.R.S. EMPLOYER
               ORGANIZATION)                                 IDENTIFICATION NO.)

                                    1190 RFD
                           LONG GROVE, ILLINOIS 60047
                                 (847) 634-2100
          (ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
                                 ---------------

             FAIRFIELD SAVINGS BANK PROFIT SHARING AND SAVINGS PLAN
                            (FULL TITLE OF THE PLAN)
                                 ---------------

                              George M. Briody
                                    President
                            Big Foot Financial Corp.
                                    1190 RFD
                           Long Grove, Illinois 60047
                                 (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
=================================================================================================================================
Title of Securities to be Registered    Amount to be Registered(1)    Proposed Maximum Offering         Proposed Maximum         
                                                                         Price Per Share (2)       Aggregate Offering Price (2)  
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value             200,000 shares                     $10                       $2,000,000            
---------------------------------------------------------------------------------------------------------------------------------
   Plan Participation Interests(3)                   --                            --                             --             
=================================================================================================================================
==============================================================
Title of Securities to be Registered        Amount of         
                                         Registration Fee     
--------------------------------------------------------------
    Common Stock, $0.01 par value            $606.06          
--------------------------------------------------------------
   Plan Participation Interests(3)                 --         
==============================================================

(1)      Based on the estimated number of shares of common stock of Big Foot
         Financial Corp. ("Big Foot") under the Fairfield Savings Bank Profit
         Sharing and Savings Plan ("Plan") which might be purchased with the
         current assets of the Plan and the projected contributions to the Plan
         through December 31, 1999.

(2)      Estimated solely for purpose of calculating the registration fee in
         accordance with Rule 457(h) of the Securities Act of 1933, as amended
         (the "Securities Act") pursuant to which shares of common stock of Big
         Foot offered pursuant to the Plan are deemed to be offered at $10 per
         share, the price at which shares of Big Foot common stock are being
         offered to the public pursuant to the Registration Statement of Big
         Foot on Form S-1, Registration No. 333-12083.

(3)      In addition, pursuant to Rule 416(c) under the Securities Act, this
         registration statement also covers an indeterminate amount of interests
         to be offered pursuant to the employee benefit plan described herein.

--------------------------------------------------------------------------------
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 documents containing the information specified in
this Part I will be sent or given to employees as specified by Rule 428(b)(1).
Such documents 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 Big Foot Financial Corp. (the "Registrant") are incorporated
by reference in this registration statement:

         (1)      the Registrant's Registration Statement on Form S-1 filed on
                  September 16, 1996, Registration No. 333-12083, and Amendment
                  No. 1 thereto; and

         (2)      the description of the Registrant's Common Stock (the "Common
                  Stock") contained in the Registrant's Registration Statement
                  on Form 8-A filed on October 4, 1996.

                  All documents filed by the Registrant pursuant to Sections 13,
14, or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
subsequent to the date hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold are incorporated herein by
reference, and such documents shall be deemed to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus.
The Registrant 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 shall be directed to Timothy
L. McCue, Vice President and Chief Financial Officer, Big Foot Financial Corp.,
1190 RFD, Long Grove, Illinois 60047. 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.

                  The directors and officers of the Registrant are entitled to
indemnification to the fullest extent permitted by the Business Corporation Act
of the State of Illinois. The following is an extract from Article X of the
Certificate of Incorporation of the Registrant concerning indemnification of
director and officers:

                           SECTION 1. ACTIONS, SUITS OR PROCEEDINGS OTHER THAN
         BY OR IN THE RIGHT OF THE CORPORATION. To the fullest extent permitted
         by the Business Corporation Act of the State of Illinois, the
         Corporation shall indemnify any person who is or was or has agreed to
         become a director or officer of the Corporation 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 Corporation) by reason of the fact that he or she is or
         was or has agreed to become a director or officer of the Corporation,
         or, is or was serving or has agreed to serve at the request of the
         Corporation 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 Corporation may indemnify any other person who is or
         was or has agreed to become an employee or agent of the Corporation 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 Corporation) by reason of the fact that he or
         she is or was or has agreed to become an employee or agent of the
         Corporation, or is or was serving or has agreed to serve at the request
         of the Corporation as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other

                                       -2-
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 Corporation and, with respect to any criminal action
         or proceeding, had no reasonable cause to believe his or her conduct
         was unlawful. The termination of any action, suit or proceeding by
         judgment, order, settlement or conviction, or upon a plea of NOLO
         CONTENDERE or its equivalent, shall not, of itself, create a
         presumption that the person did not act in good faith and in a manner
         which he or she reasonably believed to be in, or not opposed to, the
         best interests of the Corporation and, with respect to any criminal
         action or proceeding, had reasonable cause to believe that his or her
         conduct was unlawful. Notwithstanding anything contained in this
         Article X, the Corporation shall not be obligated to indemnify any
         director or officer in connection with an action, suit or proceeding,
         or part thereof, initiated by such person against the Corporation
         unless such action, suit or proceeding, or part thereof, was authorized
         or consented to by the Board of Directors.

                           SECTION 2. ACTIONS OR SUITS BY OR IN THE RIGHT OF THE
         CORPORATION. To the fullest extent permitted by the Business
         Corporation Act of the State of Illinois, the Corporation shall
         indemnify any person who is or was or has agreed to become a director
         or officer of the Corporation who was or is a party or is threatened to
         be made a party to any threatened, pending or completed action or suit
         by or in the right of the Corporation to procure a judgment in its
         favor by reason of the fact that he or she is or was or has agreed to
         become a director or officer of the Corporation, or is was serving or
         has agreed to serve at the request of the Corporation 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 Corporation may
         indemnify any other person who is or was or has agreed to become an
         employee or agent of the Corporation 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 Corporation 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 Corporation, or is was
         serving or has agreed to serve at the request of the Corporation 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 Corporation, except no indemnification shall
         be made in respect of any claim, issue or matter as to which such
         person shall

                                       -3-
have been adjudged to be liable to the Corporation 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. Notwithstanding
         anything contained in this Article X, the Corporation shall not be
         obligated to indemnify any director or officer in connection with an
         action or suit, or part thereof, initiated by such person against the
         Corporation unless such action or suit, or part thereof, was authorized
         or consented to by the Board of Directors.

                           SECTION 3. INDEMNIFICATION FOR COSTS, CHARGES AND
         EXPENSES OF A SUCCESSFUL PARTY. To the extent that a director, officer,
         employee or agent of the Corporation 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 in Section 1 or 2 of this Article X, or in defense of any
         claim, issue or matter therein, such person shall be indemnified
         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.

                           SECTION 4. INDEMNIFICATION FOR EXPENSES OF A WITNESS.
         To the extent that any person who is or was or has agreed to become a
         director or officer of the Corporation 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 Corporation, 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 Corporation, 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.

                           To the extent that any person who is or was or has
         agreed to become an employee or agent of the Corporation 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 an employee or agent of the Corporation, 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 Corporation, such person may be
         indemnified against all costs, charges and expenses actually and
         reasonably incurred by such person or on such person's behalf in
         connection therewith.

                           SECTION 5. DETERMINATION OF RIGHT TO INDEMNIFICATION.
         Any indemnification under Section 1 or 2 of this Article X (unless
         ordered by a court) shall be made, if at all, by the Corporation only
         as authorized in the specific case upon a determination that
         indemnification of the director, officer, employee or

                                       -4-
agent is proper under the circumstances because he or she has met the
         applicable standard of conduct set forth in Section 1 or 2 of this
         Article X. Any indemnification under Section 4 of this Article X
         (unless ordered by a court) shall be made, if at all, by the
         Corporation only as authorized in the specific case upon a
         determination that indemnification of the director, officer, employee
         or agent is proper under the circumstances. Such determinations shall
         be made by (a) a majority vote of directors who were not parties to
         such action, suit or proceeding even though less than a quorum of the
         Board of Directors or (b) if there are no such directors, or if such
         directors so direct, by independent counsel in a written opinion or (c)
         by the shareholders of the Corporation. To obtain indemnification under
         this Article X, any person referred to in Section 1, 2, 3 or 4 of this
         Article X shall submit to the Corporation a written request, including
         therewith such documents as are reasonably available to such person and
         are reasonably necessary to determine whether and to what extent such
         person is entitled to indemnification.

                           SECTION 6. ADVANCEMENT OF COSTS, CHARGES AND
         EXPENSES. 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 in
         Section 1 or 2 of this Article X shall be paid by the Corporation in
         advance of the final disposition of such action, suit or proceeding;
         PROVIDED, HOWEVER, that the payment of such costs, charges and expenses
         incurred by or on behalf of a director or officer in advance of the
         final disposition of such action, suit or proceeding shall be made only
         upon receipt of a written undertaking, by or on behalf of the director
         or officer to repay all amounts so advanced in the event that it shall
         ultimately be determined that such director or officer is not entitled
         to be indemnified by the Corporation as authorized in this Article X or
         by law. No security shall be required for such undertaking and such
         undertaking shall be accepted without reference to the recipient's
         financial ability to make repayment. The majority of the directors who
         were not parties to such action, suit or proceeding may, upon approval
         of such director or officer of the Corporation, authorize the
         Corporation's counsel to represent such person, in any action, suit or
         proceeding, whether or not the Corporation is a party to such action,
         suit or proceeding.

                           SECTION 7. PROCEDURE FOR INDEMNIFICATION. Any
         indemnification under Section 1, 2, 3 or 4 of this Article X or
         advancement of costs, charges and expenses under Section 6 of this
         Article X shall be made promptly, and in any event within sixty (60)
         days (except indemnification to be determined by shareholders which
         will be determined at the next annual meeting of shareholders), upon
         the written request of the director or officer. The right to
         indemnification or advancement of expenses as granted by this Article X
         shall be enforceable by the director, officer, employee or agent in any
         court of competent jurisdiction in the State of Illinois in the event
         the Corporation denies such request, in whole or in part, or if no
         disposition of such request is made within sixty (60) days of the
         request. Such person's costs, charges and expenses incurred in
         connection with

                                       -5-
successfully establishing his or her right to indemnification or
         advancement, to the extent successful, in any such action shall also be
         indemnified by the Corporation. It shall be a defense to any such
         action (other than an action brought to enforce a claim for the
         advancement of costs, charges and expenses under Section 6 of this
         Article X where the required undertaking, if any, has been received by
         the Corporation) that the claimant has not met the standard of conduct
         set forth in Section 1 or 2 of this Article X, but the burden of
         proving such defense shall be on the Corporation. Neither the failure
         of the Corporation (including its directors, its independent counsel
         and its shareholders) to have made a determination prior to the
         commencement of such action that indemnification of the claimant is
         proper in the circumstances because he or she has met the applicable
         standard of conduct set forth in Section 1 or 2 of this Article X, nor
         the fact that there has been an actual determination by the Corporation
         (including its directors, its independent counsel and its shareholders)
         that the claimant has not met such applicable standard of conduct,
         shall be a defense to the action or create a presumption that the
         claimant has not met the applicable standard of conduct.

                           SECTION 8. SETTLEMENT. The Corporation shall not be
         obligated to reimburse the costs, charges and expenses of any
         settlement to which it has not agreed. If, in any action, suit or
         proceeding (including any appeal) within the scope of Section 1 or 2 of
         this Article X, the person to be indemnified shall have unreasonably
         failed to enter into a settlement thereof offered or assented to by the
         opposing party or parties in such action, suit or proceeding, then,
         notwithstanding any other provision of this Article X, the
         indemnification obligation of the Corporation to such person in
         connection with such action, suit or proceeding shall not exceed the
         total of the amount at which settlement could have been made and the
         expenses incurred by or on behalf of such person prior to the time such
         settlement could reasonably have been effected.

                           SECTION 9. OTHER RIGHTS; CONTINUATION OF RIGHT TO
         INDEMNIFICATION; INDIVIDUAL CONTRACTS. The indemnification and
         advancement of costs, charges and expenses provided by or granted
         pursuant to this Article X shall not be deemed exclusive of any other
         rights to which any person seeking indemnification or advancement of
         costs, charges and expenses may be entitled under law (common or
         statutory) or any Bylaw, agreement, policy of indemnification insurance
         or vote of shareholders or directors or otherwise, both as to action in
         his or her official capacity and as to action in any other capacity
         while holding office, and shall continue as to any person who has
         ceased to be a director, officer, employee or agent and shall inure to
         the benefit of the legatees, heirs, distributees, executors and
         administrators of any such person. Nothing contained in this Article X
         shall be deemed to prohibit the Corporation from entering into, and the
         Corporation is specifically authorized to enter into, agreements with
         directors, officers, employees and agents providing indemnification
         rights and procedures different from those set forth herein. All rights
         to indemnification under this Article X shall be deemed to be a
         contract between the Corporation and each director, officer, employee
         or agent of the Corporation who

                                       -6-
serves or served in such capacity (or is was serving or has agreed to
         serve at the request of the Corporation as a director, officer,
         employee or agent of another corporation, partnership, joint venture,
         trust or other enterprise) at any time while this Article X is in
         effect.

                           SECTION 10. SAVINGS CLAUSE. If this Article X or any
         portion shall be invalidated on any ground by any court of competent
         jurisdiction, the Corporation shall nevertheless indemnify each
         director or officer, and may indemnify each employee or agent, of the
         Corporation as to any costs, charges, expenses (including attorneys'
         fees and expenses), judgments, fines and amounts paid in settlement
         with respect to any action, suit or proceeding, whether civil,
         criminal, administrative or investigative (including an action by or in
         the right of the Corporation), to the full extent permitted by any
         applicable portion of this Article X that shall not have been
         invalidated and to the fullest extent permitted by applicable law.

                           SECTION 11. INSURANCE. The Corporation may purchase
         and maintain insurance, at its expense, to protect itself and any
         person who is or was a director, officer, employee or agent of the
         Corporation or is was serving or has agreed to serve at the request of
         the Corporation as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise
         against any costs, charges or expenses, liability or loss incurred by
         such person in any such capacity, or arising out of such person's
         status as such, whether or not the Corporation would have the power to
         indemnify such person against such costs, charges or expenses,
         liability or loss under the Articles of Incorporation or applicable
         law; PROVIDED, HOWEVER, that such insurance is available on acceptable
         terms as determined by a vote of the Board of Directors. To the extent
         that any director, officer, employee or agent is reimbursed by an
         insurance company under an indemnification insurance policy for any
         costs, charges, expenses (including attorneys' fees and expenses),
         judgments, fines and amounts paid in settlement to the fullest extent
         permitted by any applicable portion of this Article X, the Bylaws, any
         agreement, the policy of indemnification insurance or otherwise, the
         Corporation shall not be obligated to reimburse the person to be
         indemnified in connection with such proceeding.

                  The Registrant expects to purchase directors' and officers'
liability insurance coverage for all directors and officers of the Registrant
and its subsidiaries.

                  Under employment agreements to be entered into between the
Registrant and each of its Named Executive Officers, the Registrant shall cause
each such executive to be covered by and named as an insured under any policy or
contract of insurance obtained by it to insure its directors and officers
against personal liability for acts or omissions in connection with service as
an officer or director of the Registrant or service in other capacities at the
request of the Registrant. Such coverage will last for the term of the
employment agreement and six years thereafter.

                                       -7-
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed, that in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                  Not Applicable.

ITEM 8.  EXHIBITS.

                  4.1      Fairfield Savings Bank Profit Sharing and Savings
                           Plan, as amended and restated effective August 1,
                           1989, as further amended.
                  4.2      Trust Agreement dated December 29, 1977 by and
                           between Fairfield Savings Bank, F.S.B. and George M.
                           Briody, F. Gregory Opelka and Eugene W. Pilawski.
                  4.3      Articles of Incorporation of the Registrant,
                           incorporated by reference to the Registrant's
                           Registration Statement on Form S-1, filed on
                           September 16, 1996, as amended (Registration No.
                           333-12083).
                  4.4      By-Laws of the Registrant, incorporated by reference
                           to the Registrant's Registration Statement on Form
                           S-1, filed on September 16, 1996, as amended
                           (Registration No. 333-12083).
                  5.       Opinion of Thacher Proffitt & Wood, counsel for
                           the 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. QUALIFICATION OF PLAN. The undersigned Registrant has submitted the
Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under section 401(a) of the Internal Revenue Code of 1986.

         B. 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;

                                       -8-
(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.

         C. 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.

         D. 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
are 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.

         E. 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

                                       -9-
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.

                                      -10-
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 City of Long Grove, State of Illinois on the 15th day of
October, 1996.

                                    Big Foot Financial Corp.
                                    (Registrant)

                                    By:  /s/ George M. Briody
                                       -----------------------------
                                         George M. Briody
                                         President

                  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 (Principal Executive     October 15, 1996
---------------------------  Officer) and Director
George M. Briody

/s/ F. Gregory Opelka        Executive Vice President and       October 15, 1996
---------------------------  Director
F. Gregory Opelka

/s/ Timothy L. McCue         Vice President and Chief Financial October 15, 1996
---------------------------  Officer (Principal Financial and
Timothy L. McCue             Accounting Officer)

/s/ Maurice F. Leahy         Director                           October 15, 1996
---------------------------
Maurice F. Leahy

/s/ Eugene W. Pilawski       Director                           October 15, 1996
---------------------------
Eugene W. Pilawski

/s/ Joseph J. Nimrod         Director                           October 15, 1996
---------------------------
Joseph J. Nimrod

/s/ Walter E. Powers, M.D.   Director                           October 15, 1996
---------------------------
Walter E. Powers, M.D.

/s/ William B. O'Connell     Director                           October 15, 1996
---------------------------
William B. O'Connell
Pursuant to the requirements of the Securities Exchange Act of
1933, the trustees (or other persons who administer the employee benefit plan)
have duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Long Grove, State of
Illinois, on October 15, 1996.

                                   Fairfield Savings Bank Profit Sharing and
                                   Savings Plan  (Registrant)

                                   By:  /s/ George M. Briody
                                      ----------------------------------
                                        George M. Briody, Trustee

                                   By:  /s/ F. Gregory Opelka
                                      ----------------------------------
                                        F. Gregory Opelka, Trustee

                                   By:  /s/ Timothy L. McCue
                                      ----------------------------------
                                        Timothy L. McCue, Trustee
EXHIBIT INDEX

EXHIBIT
NUMBER                       DESCRIPTION                                PAGE NO.
------                       -----------                                --------

 4.1   Fairfield Savings Bank Profit Sharing and Savings Plan, as
       amended..............................................................
 4.2   Trust Agreement dated December 29, 1977 by and between
       Fairfield Savings Bank, F.S.B. and George M. Briody,
       F. Gregory Opelka and Eugene W. Pilawski.............................
 4.3   Articles of Incorporation of the Registrant,
       incorporated by reference to the Registrant's Registration
       Statement on Form S-1, filed on September 16, 1996, as
       amended (Registration No. 333-12083).................................
 4.4   By-Laws of the Registrant, incorporated by
       reference to the Registrant's Registration Statement on
       Form S-1, filed on September 16, 1996, as amended
       (Registration No. 333-12083..........................................
 5.    Opinion of Thacher Proffitt & Wood, counsel for the
       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.....................................

                              -13-