Registration No. 333-______

     As filed with the Securities and Exchange Commission on March 26, 2004


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              CCSB Financial Corp.
             (Exact Name of Registrant as Specified in its Charter)

          Delaware                                        32-0034299
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                              1178 West 152 Highway
                             Liberty, Missouri 64068
                    (Address of Principal Executive Offices)

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

                   CCSB Financial Corp. 2004 Stock Option Plan
            CCSB Financial Corp. 2004 Recognition and Retention Plan
                            (Full Title of the Plans)


                                   Copies to:
            John R. Davis
  Chairman of the Board, President               Robert I. Lipsher, Esquire
    and Chief Executive Officer              Luse Gorman Pomerenk & Schick, P.C.
        CCSB Financial Corp.                5335 Wisconsin Ave., N.W., Suite 400
        1178 West 152 Highway                      Washington, D.C.  20015
       Liberty, Missouri 64068                         (202) 274-2000
           (816) 781-4500
   (Name, Address and Telephone
     Number of Agent for Service)

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

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. |X|

                         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
--------------------------------------------------------------------------------------------------------------------
<C>                              <C>                  <C>                     <C>                     <C>
Common  stock,  par  value
$0.01 per share                  39,146 (4)           $15.50 (3)              $606,763                $77.00
--------------------------------------------------------------------------------------------------------------------

Common  stock,  par  value
$0.01 per share                   5,365 (5)          $15.50 (3)                $83,158                $11.00
--------------------------------------------------------------------------------------------------------------------

Common  stock,  par  value
$0.01 per share
                                 92,500 (6)          $15.95 (2)             $1,475,375               $187.00
--------------------------------------------------------------------------------------------------------------------
         Totals                137,011                                     $2,165,296               $275.00
====================================================================================================================
</TABLE>

(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the CCSB Financial Corp. 2004 Stock Option Plan ("Stock Option Plan") and
     the CCSB Financial Corp. 2004 Recognition and Retention Plan ("Recognition
     and Retention Plan") as a result of a stock split, stock dividend or
     similar adjustment of the outstanding common stock of CCSB Financial Corp.
     pursuant to 17 C.F.R. Section 230.416(a).

(2)  Determined by the exercise price of options pursuant to 17 C.F.R. Section
     230.457(h)(1).

(3)  Determined by reference to the fair market value of the common stock on
     March 24, 2004, pursuant to 17 C.F.R. Section 230.457(c).

(4)  Represents the number of shares of common stock (i) awarded but not vested
     and (ii) available for award under the Recognition and Retention Plan.

(5)  Represents the number of shares of common stock currently reserved for
     issuance under the Stock Option Plan for any future grants of stock
     options.

(6)  Represents the number of shares of common stock currently reserved for
     issuance under the Stock Option Plan for any stock options that have been
     granted.

         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.
<PAGE>

PART I.

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

         The documents containing the information specified in Part I of Form
S-8 have been or will be sent or given to participants in the Stock Option Plan
and the Recognition and Retention Plan (collectively, the "Plans") 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  by CCSB
Financial Corp.  (the "Company") with the Commission are hereby  incorporated by
reference in this Registration Statement:

         a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2003 (Commission File No. 000-50143), filed pursuant to Rule 13a-1
of the Securities 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
referred to above;

         c) The description of the common stock of the Company  contained in the
Registration  Statement on Form 8-A (Commission File No.  000-50143)  originally
filed by the Company  under the  Securities  Act of 1933 with the  Commission on
January 3, 2003, and all amendments or reports filed for the purpose of updating
such description.

         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.

         The Company  shall  furnish  without  charge to each person to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated). Requests should be directed to Deborah
A. Jones, CCSB Financial Corp., 1178 West 152 Highway,  Liberty, Missouri 64068,
telephone number (816) 781-4500.

         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.

Item 6.  Indemnification of Directors and Officers

         Article NINTH of the  Certificate  of  Incorporation  of CCSB Financial
Corp.  (the  "Corporation")  sets 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:

<PAGE>

         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,  services 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  shall be
entitled to be paid also the expense of  prosecuting  or defending such suit. In
(i) any suit  brought by the  indemnitee  to enforce a right to  indemnification
hereunder  (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking  the  Corporation  shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable  standard for
indemnification  set forth in the Delaware General  Corporation Law. Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel,  or its  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such suit that  indemnification  of the indemnitee is proper in
the  circumstances  because the indemnitee  has met the  applicable  standard of
conduct  set  forth in the  Delaware  General  Corporation  Law,  nor an  actual
determination by the Corporation (including its Board of Directors,  independent
legal  counsel,  or its  stockholders)  that  the  indemnitee  has not met  such
applicable  standard of conduct,  shall create a presumption that the indemnitee
has not met the  applicable  standard  of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee  to  enforce  a right  to  indemnification  or to an  advancement  of
expenses hereunder,  or by the Corporation to recover an advancement of expenses
pursuant  to the  terms  of an  undertaking,  the  burden  of  proving  that the
indemnitee  is  not  entitled  to be  indemnified,  or to  such  advancement  of
expenses, under this Article NINTH or otherwise, shall be on the Corporation.

<PAGE>

         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.

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>                                                             <C>
         4        Form of Common Stock Certificate (Incorporated by reference to
                  Exhibit 4 to the Registration Statement on Form SB-2
                  (Commission File No. 333-99811), originally filed by the
                  Company under the Securities Act of 1933 with the Commission
                  on September 19, 2002, and all amendments or reports filed for
                  the purpose of updating such description).

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

         10.1     CCSB Financial Corp. 2004 Stock Option Plan.                              *

         10.2     CCSB Financial Corp. 2004 Recognition and                                 *
                  Retention Plan.

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

         23.2     Consent of Michael Trokey & Company, P.C.                     Attached as Exhibit 23.2

         24       Power of Attorney                                             Contained on Signature Page
</TABLE>

*  Filed  as  exhibits  to the  Registrant's  Proxy  Statement  relating  to the
Registrant's  January 15, 2004 annual  meeting of  stockholders,  filed with the
Commission on December 17, 2003, which is incorporated herein by reference.

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  distribution  not  previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information in this Registration Statement;

<PAGE>

         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 Stock Option Plan and the Recognition and Retention Plan; and

         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  this  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.

         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.

<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 Liberty,  Missouri, on this 25th day
of March, 2004.

                                             CCSB FINANCIAL CORP.


                                             By: /s/ John R. Davis
                                                --------------------------------
                                                John R. Davis
                                                Chairman of the Board, President
                                                and Chief Executive Officer
                                                (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of CCSB Financial Corp. (the
"Company") hereby severally constitute and appoint John R. Davis as our true and
lawful  attorney  and  agent,  to do any  and all  things  in our  names  in the
capacities  indicated  below  which  said John R.  Davis 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 common stock underlying the
CCSB Financial Corp. 2004  Recognition and Retention Plan and the CCSB Financial
Corp. 2004 Stock Option 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
John R. Davis 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/ John R. Davis                           Chairman of the Board, Director,            March 25, 2004
---------------------------
John R. Davis                               President and Chief Executive Officer
(Principal Executive Officer)


/s/ Mario Usera                             Director, Executive Vice President          March 25, 2004
---------------------------                 and Chief Financial Officer
Mario Usera                                 (Principal Financial Officer)


/s/ Deborah A. Jones                        Senior Vice President,                      March 25, 2004
---------------------------
Deborah A. Jones                            Secretary and Treasurer
                                            (Principal Accounting
                                            Officer)


/s/ John R. Cooper                          Director                                    March 25, 2004
---------------------------
John R. Cooper


/s/ George A. McKinley                      Director                                    March 25, 2004
---------------------------
George A. McKinley

<PAGE>

/s/ Keith A. Oberkrom                       Director                                    March 25, 2004
---------------------------
Keith A. Oberkrom


/s/ William J. Turpin                       Director                                    March 25, 2004
---------------------------
William J. Turpin


/s/ Robert A. Whipple                       Director                                    March 25, 2004
---------------------------
Robert A. Whipple
</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.  333-99811),  originally  filed  by the
                  Company under the  Securities  Act of 1933 with the Commission
                  on September 19, 2002, and all amendments or reports filed for
                  the purpose of updating such description).

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

         10.1     CCSB Financial Corp. 2004 Stock Option Plan*

         10.2     CCSB Financial Corp. 2004 Recognition and Retention Plan*

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

         23.2     Consent of Michael Trokey & Company, P.C.

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

------------------
* Incorporated by reference to the Company's Proxy Statement relating to the
Company's January 15, 2004 annual meeting of stockholders, originally filed by
the Company with the Commission on December 17, 2003.
[{"type": "S-8", "sequence": "1", "filename": "form-s8_032504.txt", "secsgml_size_bytes": 26806}]
{"company-data": {"conformed-name": "CCSB FINANCIAL CORP", "cik": "0001189356", "assigned-sic": "6036", "irs-number": "320034299", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113955", "film-number": "04692171"}, "mail-address": {"street1": "1178 WEST 152 HWY", "city": "LIBERTY", "state": "MO", "zip": "64068"}}
Registration No. 333-______

     As filed with the Securities and Exchange Commission on March 26, 2004

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              CCSB Financial Corp.
             (Exact Name of Registrant as Specified in its Charter)

          Delaware                                        32-0034299
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                              1178 West 152 Highway
                             Liberty, Missouri 64068
                    (Address of Principal Executive Offices)

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

                   CCSB Financial Corp. 2004 Stock Option Plan
            CCSB Financial Corp. 2004 Recognition and Retention Plan
                            (Full Title of the Plans)

                                   Copies to:
            John R. Davis
  Chairman of the Board, President               Robert I. Lipsher, Esquire
    and Chief Executive Officer              Luse Gorman Pomerenk & Schick, P.C.
        CCSB Financial Corp.                5335 Wisconsin Ave., N.W., Suite 400
        1178 West 152 Highway                      Washington, D.C.  20015
       Liberty, Missouri 64068                         (202) 274-2000
           (816) 781-4500
   (Name, Address and Telephone
     Number of Agent for Service)

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

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. |X|

                         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                  39,146 (4)           $15.50 (3)              $606,763                $77.00
--------------------------------------------------------------------------------------------------------------------

Common  stock,  par  value
$0.01 per share                   5,365 (5)          $15.50 (3)                $83,158                $11.00
--------------------------------------------------------------------------------------------------------------------

Common  stock,  par  value
$0.01 per share
                                 92,500 (6)          $15.95 (2)             $1,475,375               $187.00
--------------------------------------------------------------------------------------------------------------------
         Totals                137,011                                     $2,165,296               $275.00
====================================================================================================================
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the CCSB Financial Corp. 2004 Stock Option Plan ("Stock Option Plan") and
     the CCSB Financial Corp. 2004 Recognition and Retention Plan ("Recognition
     and Retention Plan") as a result of a stock split, stock dividend or
     similar adjustment of the outstanding common stock of CCSB Financial Corp.
     pursuant to 17 C.F.R. Section 230.416(a).

(2)  Determined by the exercise price of options pursuant to 17 C.F.R. Section
     230.457(h)(1).

(3)  Determined by reference to the fair market value of the common stock on
     March 24, 2004, pursuant to 17 C.F.R. Section 230.457(c).

(4)  Represents the number of shares of common stock (i) awarded but not vested
     and (ii) available for award under the Recognition and Retention Plan.

(5)  Represents the number of shares of common stock currently reserved for
     issuance under the Stock Option Plan for any future grants of stock
     options.

(6)  Represents the number of shares of common stock currently reserved for
     issuance under the Stock Option Plan for any stock options that have been
     granted.

         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.
PART I.

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

         The documents containing the information specified in Part I of Form
S-8 have been or will be sent or given to participants in the Stock Option Plan
and the Recognition and Retention Plan (collectively, the "Plans") 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  by CCSB
Financial Corp.  (the "Company") with the Commission are hereby  incorporated by
reference in this Registration Statement:

         a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2003 (Commission File No. 000-50143), filed pursuant to Rule 13a-1
of the Securities 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
referred to above;

         c) The description of the common stock of the Company  contained in the
Registration  Statement on Form 8-A (Commission File No.  000-50143)  originally
filed by the Company  under the  Securities  Act of 1933 with the  Commission on
January 3, 2003, and all amendments or reports filed for the purpose of updating
such description.

         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.

         The Company  shall  furnish  without  charge to each person to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated). Requests should be directed to Deborah
A. Jones, CCSB Financial Corp., 1178 West 152 Highway,  Liberty, Missouri 64068,
telephone number (816) 781-4500.

         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.

Item 6.  Indemnification of Directors and Officers

         Article NINTH of the  Certificate  of  Incorporation  of CCSB Financial
Corp.  (the  "Corporation")  sets 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,  services 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  shall be
entitled to be paid also the expense of  prosecuting  or defending such suit. In
(i) any suit  brought by the  indemnitee  to enforce a right to  indemnification
hereunder  (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking  the  Corporation  shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable  standard for
indemnification  set forth in the Delaware General  Corporation Law. Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel,  or its  stockholders)  to  have  made  a  determination  prior  to the
commencement  of such suit that  indemnification  of the indemnitee is proper in
the  circumstances  because the indemnitee  has met the  applicable  standard of
conduct  set  forth in the  Delaware  General  Corporation  Law,  nor an  actual
determination by the Corporation (including its Board of Directors,  independent
legal  counsel,  or its  stockholders)  that  the  indemnitee  has not met  such
applicable  standard of conduct,  shall create a presumption that the indemnitee
has not met the  applicable  standard  of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee  to  enforce  a right  to  indemnification  or to an  advancement  of
expenses hereunder,  or by the Corporation to recover an advancement of expenses
pursuant  to the  terms  of an  undertaking,  the  burden  of  proving  that the
indemnitee  is  not  entitled  to be  indemnified,  or to  such  advancement  of
expenses, under this Article 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.

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 (Incorporated by reference to
                  Exhibit 4 to the Registration Statement on Form SB-2
                  (Commission File No. 333-99811), originally filed by the
                  Company under the Securities Act of 1933 with the Commission
                  on September 19, 2002, and all amendments or reports filed for
                  the purpose of updating such description).

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

         10.1     CCSB Financial Corp. 2004 Stock Option Plan.                              *

         10.2     CCSB Financial Corp. 2004 Recognition and                                 *
                  Retention Plan.

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

         23.2     Consent of Michael Trokey & Company, P.C.                     Attached as Exhibit 23.2

         24       Power of Attorney                                             Contained on Signature Page
*  Filed  as  exhibits  to the  Registrant's  Proxy  Statement  relating  to the
Registrant's  January 15, 2004 annual  meeting of  stockholders,  filed with the
Commission on December 17, 2003, which is incorporated herein by reference.

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  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 Stock Option Plan and the Recognition and Retention Plan; and

         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  this  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.

         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.
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 Liberty,  Missouri, on this 25th day
of March, 2004.

                                             CCSB FINANCIAL CORP.

                                             By: /s/ John R. Davis
                                                --------------------------------
                                                John R. Davis
                                                Chairman of the Board, President
                                                and Chief Executive Officer
                                                (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned directors and officers of CCSB Financial Corp. (the
"Company") hereby severally constitute and appoint John R. Davis as our true and
lawful  attorney  and  agent,  to do any  and all  things  in our  names  in the
capacities  indicated  below  which  said John R.  Davis 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 common stock underlying the
CCSB Financial Corp. 2004  Recognition and Retention Plan and the CCSB Financial
Corp. 2004 Stock Option 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
John R. Davis 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/ John R. Davis                           Chairman of the Board, Director,            March 25, 2004
---------------------------
John R. Davis                               President and Chief Executive Officer
(Principal Executive Officer)

/s/ Mario Usera                             Director, Executive Vice President          March 25, 2004
---------------------------                 and Chief Financial Officer
Mario Usera                                 (Principal Financial Officer)

/s/ Deborah A. Jones                        Senior Vice President,                      March 25, 2004
---------------------------
Deborah A. Jones                            Secretary and Treasurer
                                            (Principal Accounting
                                            Officer)

/s/ John R. Cooper                          Director                                    March 25, 2004
---------------------------
John R. Cooper

/s/ George A. McKinley                      Director                                    March 25, 2004
---------------------------
George A. McKinley
/s/ Keith A. Oberkrom                       Director                                    March 25, 2004
---------------------------
Keith A. Oberkrom

/s/ William J. Turpin                       Director                                    March 25, 2004
---------------------------
William J. Turpin

/s/ Robert A. Whipple                       Director                                    March 25, 2004
---------------------------
Robert A. Whipple
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.  333-99811),  originally  filed  by the
                  Company under the  Securities  Act of 1933 with the Commission
                  on September 19, 2002, and all amendments or reports filed for
                  the purpose of updating such description).

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

         10.1     CCSB Financial Corp. 2004 Stock Option Plan*

         10.2     CCSB Financial Corp. 2004 Recognition and Retention Plan*

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

         23.2     Consent of Michael Trokey & Company, P.C.

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

------------------
* Incorporated by reference to the Company's Proxy Statement relating to the
Company's January 15, 2004 annual meeting of stockholders, originally filed by
the Company with the Commission on December 17, 2003.