Registration No. 333-______

    As filed with the Securities and Exchange Commission on February 19, 2008

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                  Washington,
                                   D.C. 20549

                              ___________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                              Magyar Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                       20-4154978
  (State or Other Jurisdiction of                       (I.R.S. Employer
   Incorporation or Organization)                      Identification No.)


                               400 Somerset Street
                         New Brunswick, New Jersey 08901
                    (Address of Principal Executive Offices)


                Magyar Bancorp, Inc. 2006 Equity Incentive Plan
                            (Full Title of the Plan)

                                   Copies to:

          Elizabeth E. Hance                     John J. Gorman, Esquire
 President and Chief Executive Officer       Luse Gorman Pomerenk & Schick, P.C.
          Magyar Bancorp, Inc.              5335 Wisconsin Ave., N.W., Suite 400
          400 Somerset Street                     Washington, D.C.  20015
     New Brunswick, New Jersey 08901         (202) 274-2000   (732) 342-7600
      (Name, Address and Telephone
       Number of Agent for Service)


<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

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

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------

<S>                              <C>                 <C>                      <C>                    <C>
Common stock, par value
$0.01 per share                  104,479 (2)         $10.81(7)                $1,129,418              $44
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                   4,452  (3)         $10.81(7)                 $48,126                 $2
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                  217,826 (4)         $14.61(6)                $3,182,438              $125
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                   54,503 (5)         $10.81(7)                 $589,177                $23
--------------------------------------------------------------------------------------------------------------------

TOTALS                           381,260                                      $4,949,159              $194
--------------------------------------------------------------------------------------------------------------------

-----------------------
(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Magyar  Bancorp,  Inc. 2006 Equity  Incentive  Plan (the "Stock Benefit
     Plan") as a result of a stock split,  stock dividend or similar  adjustment
     of the  outstanding  common stock of Magyar  Bancorp,  Inc. (the "Company")
     pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock awarded as restricted stock
     but not vested under the Stock Benefit Plan.
(3)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of restricted stock.
(4)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance for options granted pursuant to the Stock Benefit Plan.
(5)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of stock options.
(6)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1).
(7)  Determined pursuant to 17 C.F.R. Section 230.457(c).
</TABLE>

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

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

                                       2
<PAGE>


PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan
                Annual Information

     The documents  containing  the  information  specified in Parts I and II of
Form S-8 have been or will be sent or given to participants in the Stock Benefit
Plan as specified by Rule  428(b)(1)  promulgated by the Securities and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

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

PART II.

Item 3.  Incorporation of Documents by Reference

     The  following   documents   previously  or  concurrently  filed  with  the
Commission are hereby incorporated by reference in this Registration Statement:

     a) The Annual  Report on Form  10-KSB of the  Company  for the fiscal  year
ended  September  30,  2007  (Commission  File No.  000-51726),  filed  with the
Commission on December 31, 2007 pursuant to Section 13(a) of the  Securities and
Exchange Act of 1934, as amended (the "Exchange Act");

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
on Form 10-KSB referred to in (a) above; and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration Statement on Form 8-A filed with the Commission on January 13, 2006
(Commission File No. 000-51726).

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

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     None.

                                       3
<PAGE>
Item 6.  Indemnification of Directors and Officers

     Articles  NINTH and TENTH of the  Certificate  of  Incorporation  of Magyar
Bancorp, Inc. (the "Corporation") set forth circumstances under which directors,
officers,  employees and agents of the Corporation may be insured or indemnified
against liability which they incur in their capacities as such:

     NINTH:

     A. Each  person  who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a  Director  or an Officer of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

     B. The right to  indemnification  conferred  in  Section A of this  Article
NINTH  shall  include  the  right  to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter  an  "advancement of expenses");  provided,  however,  that, if the
Delaware General  Corporation Law requires,  an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other  capacity  in  which  service  was  or is  rendered  by  such  indemnitee,
including,  without  limitation,  service to an employee  benefit plan) shall be
made only upon delivery to the  Corporation  of an undertaking  (hereinafter  an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal  (hereinafter a "final  adjudication")
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Section or otherwise.  The rights to indemnification and to the advancement
of  expenses  conferred  in  Sections  A and B of this  Article  NINTH  shall be
contract  rights and such  rights  shall  continue as to an  indemnitee  who has
ceased to be a  Director,  Officer,  employee  or agent  and shall  inure to the
benefit of the indemnitee's heirs, executors and administrators.

     C. If a claim  under  Section A or B of this  Article  NINTH is not paid in
full by the  Corporation  within  sixty  days  after a  written  claim  has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which  case  the  applicable  period  shall be  twenty  days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant to the terms of an undertaking,  the indemnitee also shall be
entitled to be paid the expense of  prosecuting  or defending  such suit. In (i)
any suit  brought  by the  indemnitee  to  enforce  a right  to  indemnification
hereunder  (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking  the  Corporation  shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable  standard for
indemnification  set forth in the Delaware General  Corporation Law. Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel,  or its  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such suit that  indemnification  of the indemnitee is proper in
the  circumstances  because the indemnitee  has met the  applicable  standard of
conduct  set  forth in the  Delaware  General  Corporation  Law,  nor an  actual
determination by the Corporation (including its Board of Directors,  independent
legal  counsel,  or its  stockholders)  that  the  indemnitee  has not met  such

                                       4
<PAGE>

applicable  standard of conduct,  shall create a presumption that the indemnitee
has not met the  applicable  standard  of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee  to  enforce  a right  to  indemnification  or to an  advancement  of
expenses hereunder,  or by the Corporation to recover an advancement of expenses
pursuant  to the  terms  of an  undertaking,  the  burden  of  proving  that the
indemnitee  is  not  entitled  to be  indemnified,  or to  such  advancement  of
expenses, under this Article NINTH or otherwise shall be on the Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred in this Article  NINTH shall not be exclusive of any other right which
any person may have or hereafter  acquire under any statute,  the  Corporation's
Certificate  of  Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or
disinterested Directors or otherwise.

     E. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself  and any  Director,  Officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

     F. The Corporation  may, to the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of this Article NINTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

     TENTH: A Director of this Corporation shall not be personally liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability  (i) for any breach of the  Director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the  Director  derived an improper
personal  benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
Director of the Corporation existing at the time of such repeal or modification.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  List of Exhibits.
<TABLE>
<CAPTION>

Regulation S-K                                                         Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto
--------------                      --------                           ----------------------------
<S>      <C>                                                                    <C>
         4        Form of Common Stock Certificate                              *

         5        Opinion of Luse Gorman Pomerenk & Schick, P.C.                Attached as Exhibit 5

         10       Magyar Bancorp, Inc. 2006 Equity Incentive Plan               **

         23.1     Consent of Luse Gorman Pomerenk & Schick, P.C.                Contained in Exhibit 5

         23.2     Consent of Grant Thornton LLP                                 Attached as Exhibit 23.2

         24       Power of Attorney                                             Contained on Signature Page
---------------------
</TABLE>
                                       5
<PAGE>
*    Incorporated by reference to Exhibit 4 to the Registration Statement on
     Form SB-2 (Commission File No. 333-128392 originally filed by the Company
     under the Securities Act of 1933, with the Commission on September 16,
     2005, and all amendments or reports filed for the purpose of updating such
     description.
**   Incorporated by reference to Appendix A to the proxy statement for the
     Company's 2007 Annual Meeting of Stockholders (Commission File No.
     000-51726), filed by the Company under the Securities and Exchange Act of
     1934, on January 8, 2007.

Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Plan;

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  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; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       6

<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of New Brunswick,  State of
New Jersey, on this 19th day of February, 2008.


                                            MAGYAR BANCORP, INC.


                                        By: /s/ Elizabeth E. Hance
                                            Elizabeth E. Hance, President and
                                            Chief Executive Officer
                                            (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of Magyar  Bancorp,  Inc. (the
"Company")  hereby severally  constitute and appoint  Elizabeth E. Hance, as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities  indicated  below which said Elizabeth E. Hance may deem necessary or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in connection with the registration of shares of common stock to be
granted  and  shares of common  stock to be issued  upon the  exercise  of stock
options to be granted under the Magyar Bancorp, Inc. 2006 Equity Incentive Plan,
including  specifically,  but not limited to, power and authority to sign for us
in our names in the capacities  indicated below the  registration  statement and
any and all amendments  (including  post-effective  amendments)  thereto; and we
hereby approve,  ratify and confirm all that said Elizabeth E. Hance shall do or
cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>

Signatures                                  Title                                       Date
----------                                  -----                                       ----


<S>                                 <C>                                                 <C>
/s/ Elizabeth E. Hance              President and Chief Executive Officer               February 19, 2008
---------------------------
Elizabeth E. Hance                  (Principal Executive Officer)



/s/ Jon R. Ansari                   Senior Vice President                               February 19, 2008
---------------------------
Jon R. Ansari                       and Chief Financial Officer,
                                    (Principal Financial and
                                    Accounting Officer)



/s/ Joseph J. Lukacs, Jr.           Chairman of the Board                               February 19, 2008
---------------------------
Joseph J. Lukacs, Jr.



/s/ Thomas Lankey                   Vice Chairman of the Board                          February 19, 2008
------------------
Thomas Lankey

</TABLE>
<PAGE>

<TABLE>
<CAPTION>

<S>                                         <C>                                         <C>
/s/ Andrew G. Hodulik                       Director                                    February 19, 2008
---------------------------
Andrew G. Hodulik



/s/ Martin A. Lukacs                        Director                                    February 19, 2008
---------------------------
Martin A. Lukacs



                                            Director
---------------------------
Salvatore J. Romano



Edward C. Stokes, III                       Director                                    February 19, 2008
---------------------------
Edward C. Stokes, III



/s/ Joseph A. Yelencsics                    Director                                    February 19, 2008
---------------------------
Joseph A. Yelencsics

</TABLE>


<PAGE>



                                  EXHIBIT INDEX


Exhibit Number             Description
--------------             -----------

         4                 Form of Common  Stock  Certificate  (incorporated  by
                           reference to Exhibit 4 to the Registration  Statement
                           on  Form  SB-2  (Commission  File  No.   333-128392),
                           originally  filed by the Company under the Securities
                           Act of 1933  with the  Commission  on  September  16,
                           2005,  and all  amendments  or reports  filed for the
                           purpose of updating such description).

         5                 Opinion of Luse Gorman Pomerenk & Schick, P.C.

         10                Magyar  Bancorp,  Inc.  2006  Equity  Incentive  Plan
                           (incorporated by reference to Appendix A to the proxy
                           statement  for the Company's  2007 Annual  Meeting of
                           Stockholders  (Commission File No. 000-51726),  filed
                           by the Company under the  Securities and Exchange Act
                           of 1934, on January 8, 2007).

         23.1              Consent  of  Luse  Gorman  Pomerenk  &  Schick,  P.C.
                           (contained in the opinion included as Exhibit 5).

         23.2              Consent of Grant Thornton LLP.

         24                Power of Attorney (contained in the signature page to
                           this Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "forms8-021308.txt", "secsgml_size_bytes": 27298}]
{"company-data": {"conformed-name": "Magyar Bancorp, Inc.", "cik": "0001337068", "assigned-sic": "6035", "irs-number": "000000000", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-149297", "film-number": "08626388"}, "business-address": {"street1": "400 SOMERSET STREET", "city": "NEW BRUNSWICK", "state": "NJ", "zip": "08901", "phone": "732-249-2438"}, "mail-address": {"street1": "400 SOMERSET STREET", "city": "NEW BRUNSWICK", "state": "NJ", "zip": "08901"}}
Registration No. 333-______

    As filed with the Securities and Exchange Commission on February 19, 2008

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                  Washington,
                                   D.C. 20549

                              ___________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                              Magyar Bancorp, Inc.
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                       20-4154978
  (State or Other Jurisdiction of                       (I.R.S. Employer
   Incorporation or Organization)                      Identification No.)

                               400 Somerset Street
                         New Brunswick, New Jersey 08901
                    (Address of Principal Executive Offices)

                Magyar Bancorp, Inc. 2006 Equity Incentive Plan
                            (Full Title of the Plan)

                                   Copies to:

          Elizabeth E. Hance                     John J. Gorman, Esquire
 President and Chief Executive Officer       Luse Gorman Pomerenk & Schick, P.C.
          Magyar Bancorp, Inc.              5335 Wisconsin Ave., N.W., Suite 400
          400 Somerset Street                     Washington, D.C.  20015
     New Brunswick, New Jersey 08901         (202) 274-2000   (732) 342-7600
      (Name, Address and Telephone
       Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered(1)           Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                  104,479 (2)         $10.81(7)                $1,129,418              $44
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                   4,452  (3)         $10.81(7)                 $48,126                 $2
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                  217,826 (4)         $14.61(6)                $3,182,438              $125
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                   54,503 (5)         $10.81(7)                 $589,177                $23
--------------------------------------------------------------------------------------------------------------------

TOTALS                           381,260                                      $4,949,159              $194
--------------------------------------------------------------------------------------------------------------------

-----------------------
(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the Magyar  Bancorp,  Inc. 2006 Equity  Incentive  Plan (the "Stock Benefit
     Plan") as a result of a stock split,  stock dividend or similar  adjustment
     of the  outstanding  common stock of Magyar  Bancorp,  Inc. (the "Company")
     pursuant to 17 C.F.R. Section 230.416(a).
(2)  Represents the number of shares of common stock awarded as restricted stock
     but not vested under the Stock Benefit Plan.
(3)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of restricted stock.
(4)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance for options granted pursuant to the Stock Benefit Plan.
(5)  Represents the number of shares of common stock reserved for issuance under
     the Stock Benefit Plan for any future grants of stock options.
(6)  Determined pursuant to 17 C.F.R. Section 230.457(h)(1).
(7)  Determined pursuant to 17 C.F.R. Section 230.457(c).
-------------------------

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

                                       2
PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan
                Annual Information

     The documents  containing  the  information  specified in Parts I and II of
Form S-8 have been or will be sent or given to participants in the Stock Benefit
Plan as specified by Rule  428(b)(1)  promulgated by the Securities and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act").

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

PART II.

Item 3.  Incorporation of Documents by Reference

     The  following   documents   previously  or  concurrently  filed  with  the
Commission are hereby incorporated by reference in this Registration Statement:

     a) The Annual  Report on Form  10-KSB of the  Company  for the fiscal  year
ended  September  30,  2007  (Commission  File No.  000-51726),  filed  with the
Commission on December 31, 2007 pursuant to Section 13(a) of the  Securities and
Exchange Act of 1934, as amended (the "Exchange Act");

     b) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
on Form 10-KSB referred to in (a) above; and

     c)  The  description  of  the  Company's  common  stock  contained  in  the
Registration Statement on Form 8-A filed with the Commission on January 13, 2006
(Commission File No. 000-51726).

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

     All information appearing in this Registration Statement and the prospectus
is qualified in its entirety by the detailed  information,  including  financial
statements,  appearing  in the  documents  incorporated  herein  or  therein  by
reference.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     None.

                                       3
Item 6.  Indemnification of Directors and Officers

     Articles  NINTH and TENTH of the  Certificate  of  Incorporation  of Magyar
Bancorp, Inc. (the "Corporation") set forth circumstances under which directors,
officers,  employees and agents of the Corporation may be insured or indemnified
against liability which they incur in their capacities as such:

     NINTH:

     A. Each  person  who was or is made a party or is  threatened  to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a  Director  or an Officer of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

     B. The right to  indemnification  conferred  in  Section A of this  Article
NINTH  shall  include  the  right  to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter  an  "advancement of expenses");  provided,  however,  that, if the
Delaware General  Corporation Law requires,  an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other  capacity  in  which  service  was  or is  rendered  by  such  indemnitee,
including,  without  limitation,  service to an employee  benefit plan) shall be
made only upon delivery to the  Corporation  of an undertaking  (hereinafter  an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal  (hereinafter a "final  adjudication")
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Section or otherwise.  The rights to indemnification and to the advancement
of  expenses  conferred  in  Sections  A and B of this  Article  NINTH  shall be
contract  rights and such  rights  shall  continue as to an  indemnitee  who has
ceased to be a  Director,  Officer,  employee  or agent  and shall  inure to the
benefit of the indemnitee's heirs, executors and administrators.

     C. If a claim  under  Section A or B of this  Article  NINTH is not paid in
full by the  Corporation  within  sixty  days  after a  written  claim  has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which  case  the  applicable  period  shall be  twenty  days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant to the terms of an undertaking,  the indemnitee also shall be
entitled to be paid the expense of  prosecuting  or defending  such suit. In (i)
any suit  brought  by the  indemnitee  to  enforce  a right  to  indemnification
hereunder  (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking  the  Corporation  shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable  standard for
indemnification  set forth in the Delaware General  Corporation Law. Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel,  or its  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such suit that  indemnification  of the indemnitee is proper in
the  circumstances  because the indemnitee  has met the  applicable  standard of
conduct  set  forth in the  Delaware  General  Corporation  Law,  nor an  actual
determination by the Corporation (including its Board of Directors,  independent
legal  counsel,  or its  stockholders)  that  the  indemnitee  has not met  such

                                       4
applicable  standard of conduct,  shall create a presumption that the indemnitee
has not met the  applicable  standard  of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee  to  enforce  a right  to  indemnification  or to an  advancement  of
expenses hereunder,  or by the Corporation to recover an advancement of expenses
pursuant  to the  terms  of an  undertaking,  the  burden  of  proving  that the
indemnitee  is  not  entitled  to be  indemnified,  or to  such  advancement  of
expenses, under this Article NINTH or otherwise shall be on the Corporation.

     D.  The  rights  to  indemnification  and to the  advancement  of  expenses
conferred in this Article  NINTH shall not be exclusive of any other right which
any person may have or hereafter  acquire under any statute,  the  Corporation's
Certificate  of  Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or
disinterested Directors or otherwise.

     E. The  Corporation  may maintain  insurance,  at its  expense,  to protect
itself  and any  Director,  Officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

     F. The Corporation  may, to the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of this Article NINTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

     TENTH: A Director of this Corporation shall not be personally liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a Director,  except for liability  (i) for any breach of the  Director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the  Director  derived an improper
personal  benefit.  If  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of  Directors,  then the  liability  of a Director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General Corporation Law, as so amended.

     Any repeal or modification of the foregoing  paragraph by the  stockholders
of the  Corporation  shall not  adversely  affect any right or  protection  of a
Director of the Corporation existing at the time of such repeal or modification.

Item 7.  Exemption From Registration Claimed.

     Not applicable.

Item 8.  List of Exhibits.
Regulation S-K                                                         Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto
--------------                      --------                           ----------------------------
4        Form of Common Stock Certificate                              *

         5        Opinion of Luse Gorman Pomerenk & Schick, P.C.                Attached as Exhibit 5

         10       Magyar Bancorp, Inc. 2006 Equity Incentive Plan               **

         23.1     Consent of Luse Gorman Pomerenk & Schick, P.C.                Contained in Exhibit 5

         23.2     Consent of Grant Thornton LLP                                 Attached as Exhibit 23.2

         24       Power of Attorney                                             Contained on Signature Page
---------------------
5
*    Incorporated by reference to Exhibit 4 to the Registration Statement on
     Form SB-2 (Commission File No. 333-128392 originally filed by the Company
     under the Securities Act of 1933, with the Commission on September 16,
     2005, and all amendments or reports filed for the purpose of updating such
     description.
**   Incorporated by reference to Appendix A to the proxy statement for the
     Company's 2007 Annual Meeting of Stockholders (Commission File No.
     000-51726), filed by the Company under the Securities and Exchange Act of
     1934, on January 8, 2007.

Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
Plan;

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  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; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       6
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of New Brunswick,  State of
New Jersey, on this 19th day of February, 2008.

                                            MAGYAR BANCORP, INC.

                                        By: /s/ Elizabeth E. Hance
                                            Elizabeth E. Hance, President and
                                            Chief Executive Officer
                                            (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of Magyar  Bancorp,  Inc. (the
"Company")  hereby severally  constitute and appoint  Elizabeth E. Hance, as our
true and lawful attorney and agent, to do any and all things in our names in the
capacities  indicated  below which said Elizabeth E. Hance may deem necessary or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission,  in connection with the registration of shares of common stock to be
granted  and  shares of common  stock to be issued  upon the  exercise  of stock
options to be granted under the Magyar Bancorp, Inc. 2006 Equity Incentive Plan,
including  specifically,  but not limited to, power and authority to sign for us
in our names in the capacities  indicated below the  registration  statement and
any and all amendments  (including  post-effective  amendments)  thereto; and we
hereby approve,  ratify and confirm all that said Elizabeth E. Hance shall do or
cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement on Form S-8 has been signed by the following  persons in
the capacities and on the date indicated.
Signatures                                  Title                                       Date
----------                                  -----                                       ----
/s/ Elizabeth E. Hance              President and Chief Executive Officer               February 19, 2008
---------------------------
Elizabeth E. Hance                  (Principal Executive Officer)

/s/ Jon R. Ansari                   Senior Vice President                               February 19, 2008
---------------------------
Jon R. Ansari                       and Chief Financial Officer,
                                    (Principal Financial and
                                    Accounting Officer)

/s/ Joseph J. Lukacs, Jr.           Chairman of the Board                               February 19, 2008
---------------------------
Joseph J. Lukacs, Jr.

/s/ Thomas Lankey                   Vice Chairman of the Board                          February 19, 2008
------------------
Thomas Lankey
/s/ Andrew G. Hodulik                       Director                                    February 19, 2008
---------------------------
Andrew G. Hodulik

/s/ Martin A. Lukacs                        Director                                    February 19, 2008
---------------------------
Martin A. Lukacs

                                            Director
---------------------------
Salvatore J. Romano

Edward C. Stokes, III                       Director                                    February 19, 2008
---------------------------
Edward C. Stokes, III

/s/ Joseph A. Yelencsics                    Director                                    February 19, 2008
---------------------------
Joseph A. Yelencsics
EXHIBIT INDEX

Exhibit Number             Description
--------------             -----------

         4                 Form of Common  Stock  Certificate  (incorporated  by
                           reference to Exhibit 4 to the Registration  Statement
                           on  Form  SB-2  (Commission  File  No.   333-128392),
                           originally  filed by the Company under the Securities
                           Act of 1933  with the  Commission  on  September  16,
                           2005,  and all  amendments  or reports  filed for the
                           purpose of updating such description).

         5                 Opinion of Luse Gorman Pomerenk & Schick, P.C.

         10                Magyar  Bancorp,  Inc.  2006  Equity  Incentive  Plan
                           (incorporated by reference to Appendix A to the proxy
                           statement  for the Company's  2007 Annual  Meeting of
                           Stockholders  (Commission File No. 000-51726),  filed
                           by the Company under the  Securities and Exchange Act
                           of 1934, on January 8, 2007).

         23.1              Consent  of  Luse  Gorman  Pomerenk  &  Schick,  P.C.
                           (contained in the opinion included as Exhibit 5).

         23.2              Consent of Grant Thornton LLP.

         24                Power of Attorney (contained in the signature page to
                           this Registration Statement).