Registration No. 333-_________

      As filed with the Securities and Exchange Commission on June 2, 2008
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ___________________

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



                          Ben Franklin Financial, Inc.
             (Exact Name of Registrant as Specified in its Charter)

               Federal                                 20-5838969
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
    Incorporation or Organization)


                            830 East Kensington Road
                       Arlington Heights, Illinois 60004
              (Address of Principal Executive Offices and Zip Code)


               Ben Franklin Financial, Inc. Equity Incentive Plan
                            (Full Title of the Plan)


                                   Copies to:

          C. Steven Sjogren                       Kip A. Weissman, Esquire
 Chairman of the Board, President and        Luse Gorman Pomerenk & Schick, P.C.
        Chief Executive Officer             5335 Wisconsin Ave., N.W., Suite 400
       Ben Franklin Financial, Inc.               Washington, DC 20015-2035
        830 East Kensington Road                       (202) 274-2000
     Arlington Heights, Illinois 60004
              (847) 398-0990
       (Name, Address and Telephone
        Number of Agent for Service)

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ]    Accelerated filer [ ]
Non-accelerated filer   [ ]    Smaller reporting company [X]


<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                 34,476 (2)          $9.675 (7)             $333,555                  $13
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 4,405 (3)            $9.675 (7)               $42,648                  $2
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 86,740 (4)            $9.36 (6)              $811,886                  $32
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 10,464 (5)            $9.675 (7)             $101,239                  $4
--------------------------------------------------------------------------------------------------------------------

TOTALS                           136,085                                    $1,289,328                 $51
--------------------------------------------------------------------------------------------------------------------

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

(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 Ben Franklin  Financial,  Inc.  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 Ben Franklin  Financial,
       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 Part 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 Company's  Annual Report on Form 10-KSB for the year ended  December
31,  2007 (File No.  000-52240),  filed with the  Commission  on March 31,  2008
pursuant to Section 13(a) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act");

     b) The Company's  Quarterly Report on Form 10-Q for the quarter ended March
31,  2008  (File No.  000-52240),  filed  with the  Commission  on May 15,  2008
pursuant to Section 13(a) of the Exchange Act.

     c) 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

     d)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement on Form 8-A filed with the  Commission  on September 27,
2006 (File No. 000-52240).

         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

     Section  545.121  of  the  of  the  Office  of  Thrift   Supervision  (OTS)
regulations provides  indemnification for directors and officers of Ben Franklin
Bank of  Illinois.  Although  there  are no  indemnification  provisions  in the
charter and bylaws of the Company, all the directors and officers of the Company
hold  the  same   position   with  Ben  Franklin   Bank  of  Illinois  and  have
indemnification under OTS regulations as described below.

     Generally,  federal  regulations  define areas for  indemnity  coverage for
federal savings  associations as follows:

     (a) Any person  against  whom any action is brought or  threatened  because
that person is or was a director or officer of the savings  association shall be
indemnified by the savings association for:

         (i)    Any amount for which that person becomes liable under a judgment
                in such action; and
         (ii)   Reasonable costs and expenses,  including reasonable  attorneys'
                fees, actually paid or incurred by ( that person in defending or
                settling  such action,  or in enforcing  his or her rights under
                this  section if he or she attains a favorable  judgment in such
                enforcement action.

     (b)  Indemnification  shall be made to such person under  paragraph  (b) of
this Section  only if:

         (i)    Final judgment on the merits is in his or her favor;  or
         (ii)   In case of:

                a. Settlement,
                b. Final judgment against him or her, or
                c. Final judgment in his or her favor, other than on the merits,
if a  majority  of  the  disinterested  directors  of  the  savings  association
determine that he or she was acting in good faith within the scope of his or her
employment or authority as he or she could  reasonably  have  perceived it under
the  circumstances  and for a purpose he or she could  reasonably  have believed
under the circumstances  was in the best interest of the savings  association or
its members.  However,  no indemnification  shall be made unless the association
gives  the  Office  at  least  60 days  notice  of its  intention  to make  such
indemnification.  Such notice  shall state the facts on which the action  arose,
the terms of any settlement,  and any disposition of the action by a court. Such
notice,  a copy thereof,  and a certified copy of the resolution  containing the
required  determination  by the board of directors shall be sent to the Regional
Director,  who shall promptly  acknowledge  receipt  thereof.  The notice period
shall run from the date of such receipt. No such  indemnification  shall be made
if the OTS advises the association in writing, within such notice period, of its
objection thereto.

     (c) As used in this paragraph:

         (i)    "Action"  means any judicial or  administrative  proceeding,  or
                threatened  proceeding,  whether civil,  criminal, or otherwise,
                including any appeal or other proceeding for review;
          (ii)  "Court" includes,  without limitation,  any court to which or in
                which any appeal or any proceeding for review is brought;
          (iii) "Final Judgment" means a judgment, decree, or order which is not
                appealable or as to which the period for appeal has expired with
                no appeal taken;
          (iv)  "Settlement"  includes  the entry of a  judgment  by  consent or
                confession or a plea of guilty or of nolo contendere.

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                     *

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

                                       4
<PAGE>

10       Ben Franklin Financial, Inc. Equity
                  Incentive Plan                                       **

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

         23.2     Consent of Crowe Chizek and Company LLC              Attached as Exhibit 23.2

         24       Power of Attorney                                    Contained on Signature Page

---------------------
*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form SB-2 (File No.  333-135562)  filed by the Company under the Securities
     Act of 1933,  with the  Commission on June 30, 2006,  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
     Special Meeting of Stockholders of Ben Franklin  Financial,  Inc. (File No.
     000-52240),  filed by Ben Franklin Financial,  Inc. under the Exchange Act,
     on February 6, 2008.
</TABLE>

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.

                                       5

<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  Arlington  Heights,
Illinois, on this 2nd day of June, 2008.

                                       BEN FRANKLIN FINANCIAL, INC.


                                   By: /s/ C. Steven Sjogren
                                       --------------------------
                                       C. Steven Sjogren
                                       Chairman of the Board, President and
                                       Chief  Executive Officer
                                       (Duly Authorized Representative)


                                POWER OF ATTORNEY

     We, the undersigned directors and officers of Ben Franklin Financial,  Inc.
(the "Company")  hereby severally  constitute and appoint C. Steven Sjogren,  as
our true and lawful attorney and agent, to do any and all things in our names in
the capacities  indicated  below which said C. Steven Sjogren 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 Ben Franklin  Financial,  Inc. 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 C. Steven Sjogren 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/ C. Steven Sjogren                                                                   June 2, 2008
------------------------------------        Chairman of the Board, President and        ------------------
C. Steven Sjogren                           Chief Executive Officer
                                            (Principal Executive Officer)



/s/ Glen A. Miller                                                                      June 2, 2008
------------------------------------        Vice President                              ------------------
Glen A. Miller                              and Chief Financial Officer
                                            (Principal Financial and Accounting
                                             Officer)


/s/ Robert E. DeCelles                            Director                              June 2, 2008
------------------------------------                                                    ------------------
Robert E. DeCelles




/s/ Bernadine V. Dziedzic                         Director                              June 2, 2008
------------------------------------                                                    ------------------
Bernadine V. Dziedzic

<PAGE>

/s/ John R. Perkins                               Director                              June 2, 2008
------------------------------------                                                    ------------------
John R. Perkins



/s/ Nicholas J. Raino                             Director                              June 2, 2008
------------------------------------                                                    ------------------
Nicholas J. Raino



/s/ James M. Reninger                             Director                              June 2, 2008
------------------------------------                                                    ------------------
James M. Reninger

</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
                    (File  No.  333-135562),  filed  by the  Company  under  the
                    Securities Act of 1933 with the Commission on June 30, 2006,
                    and all  amendments  or  reports  filed for the  purpose  of
                    updating such description).

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

         10         Ben  Franklin   Financial,   Inc.   Equity   Incentive  Plan
                    (incorporated  by  reference  to  Appendix  A to  the  proxy
                    statement  for the Special  Meeting of  Stockholders  of Ben
                    Franklin Financial, Inc. (File No. 000-52240),  filed by Ben
                    Franklin  Financial,  Inc. under the Securities Exchange Act
                    of 1934, on February 6, 2008).

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

         23.2       Consent of Crowe Chizek and Company LLC

         24         Power of Attorney  (contained in the signature  page to this
                    Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "forms8-060208.txt", "secsgml_size_bytes": 23035}]
{"company-data": {"conformed-name": "Ben Franklin Financial, Inc.", "cik": "0001366925", "assigned-sic": "6035", "irs-number": "205838969", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-151360", "film-number": "08874679"}, "business-address": {"street1": "830 EAST KENSINGTON ROAD", "city": "ARLINGTON HEIGHTS", "state": "IL", "zip": "60004", "phone": "(847) 398-0990"}, "mail-address": {"street1": "830 EAST KENSINGTON ROAD", "city": "ARLINGTON HEIGHTS", "state": "IL", "zip": "60004"}}
Registration No. 333-_________

      As filed with the Securities and Exchange Commission on June 2, 2008
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ___________________

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

                          Ben Franklin Financial, Inc.
             (Exact Name of Registrant as Specified in its Charter)

               Federal                                 20-5838969
   (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
    Incorporation or Organization)

                            830 East Kensington Road
                       Arlington Heights, Illinois 60004
              (Address of Principal Executive Offices and Zip Code)

               Ben Franklin Financial, Inc. Equity Incentive Plan
                            (Full Title of the Plan)

                                   Copies to:

          C. Steven Sjogren                       Kip A. Weissman, Esquire
 Chairman of the Board, President and        Luse Gorman Pomerenk & Schick, P.C.
        Chief Executive Officer             5335 Wisconsin Ave., N.W., Suite 400
       Ben Franklin Financial, Inc.               Washington, DC 20015-2035
        830 East Kensington Road                       (202) 274-2000
     Arlington Heights, Illinois 60004
              (847) 398-0990
       (Name, Address and Telephone
        Number of Agent for Service)

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ]    Accelerated filer [ ]
Non-accelerated filer   [ ]    Smaller reporting company [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                 34,476 (2)          $9.675 (7)             $333,555                  $13
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 4,405 (3)            $9.675 (7)               $42,648                  $2
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 86,740 (4)            $9.36 (6)              $811,886                  $32
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 10,464 (5)            $9.675 (7)             $101,239                  $4
--------------------------------------------------------------------------------------------------------------------

TOTALS                           136,085                                    $1,289,328                 $51
--------------------------------------------------------------------------------------------------------------------

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

(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 Ben Franklin  Financial,  Inc.  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 Ben Franklin  Financial,
       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 Part 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 Company's  Annual Report on Form 10-KSB for the year ended  December
31,  2007 (File No.  000-52240),  filed with the  Commission  on March 31,  2008
pursuant to Section 13(a) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act");

     b) The Company's  Quarterly Report on Form 10-Q for the quarter ended March
31,  2008  (File No.  000-52240),  filed  with the  Commission  on May 15,  2008
pursuant to Section 13(a) of the Exchange Act.

     c) 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

     d)  The  description  of  the  Company's  common  stock  contained  in  the
Registration  Statement on Form 8-A filed with the  Commission  on September 27,
2006 (File No. 000-52240).

         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

     Section  545.121  of  the  of  the  Office  of  Thrift   Supervision  (OTS)
regulations provides  indemnification for directors and officers of Ben Franklin
Bank of  Illinois.  Although  there  are no  indemnification  provisions  in the
charter and bylaws of the Company, all the directors and officers of the Company
hold  the  same   position   with  Ben  Franklin   Bank  of  Illinois  and  have
indemnification under OTS regulations as described below.

     Generally,  federal  regulations  define areas for  indemnity  coverage for
federal savings  associations as follows:

     (a) Any person  against  whom any action is brought or  threatened  because
that person is or was a director or officer of the savings  association shall be
indemnified by the savings association for:

         (i)    Any amount for which that person becomes liable under a judgment
                in such action; and
         (ii)   Reasonable costs and expenses,  including reasonable  attorneys'
                fees, actually paid or incurred by ( that person in defending or
                settling  such action,  or in enforcing  his or her rights under
                this  section if he or she attains a favorable  judgment in such
                enforcement action.

     (b)  Indemnification  shall be made to such person under  paragraph  (b) of
this Section  only if:

         (i)    Final judgment on the merits is in his or her favor;  or
         (ii)   In case of:

                a. Settlement,
                b. Final judgment against him or her, or
                c. Final judgment in his or her favor, other than on the merits,
if a  majority  of  the  disinterested  directors  of  the  savings  association
determine that he or she was acting in good faith within the scope of his or her
employment or authority as he or she could  reasonably  have  perceived it under
the  circumstances  and for a purpose he or she could  reasonably  have believed
under the circumstances  was in the best interest of the savings  association or
its members.  However,  no indemnification  shall be made unless the association
gives  the  Office  at  least  60 days  notice  of its  intention  to make  such
indemnification.  Such notice  shall state the facts on which the action  arose,
the terms of any settlement,  and any disposition of the action by a court. Such
notice,  a copy thereof,  and a certified copy of the resolution  containing the
required  determination  by the board of directors shall be sent to the Regional
Director,  who shall promptly  acknowledge  receipt  thereof.  The notice period
shall run from the date of such receipt. No such  indemnification  shall be made
if the OTS advises the association in writing, within such notice period, of its
objection thereto.

     (c) As used in this paragraph:

         (i)    "Action"  means any judicial or  administrative  proceeding,  or
                threatened  proceeding,  whether civil,  criminal, or otherwise,
                including any appeal or other proceeding for review;
          (ii)  "Court" includes,  without limitation,  any court to which or in
                which any appeal or any proceeding for review is brought;
          (iii) "Final Judgment" means a judgment, decree, or order which is not
                appealable or as to which the period for appeal has expired with
                no appeal taken;
          (iv)  "Settlement"  includes  the entry of a  judgment  by  consent or
                confession or a plea of guilty or of nolo contendere.

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

                                       4
10       Ben Franklin Financial, Inc. Equity
                  Incentive Plan                                       **

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

         23.2     Consent of Crowe Chizek and Company LLC              Attached as Exhibit 23.2

         24       Power of Attorney                                    Contained on Signature Page

---------------------
*    Incorporated  by  reference to Exhibit 4 to the  Registration  Statement on
     Form SB-2 (File No.  333-135562)  filed by the Company under the Securities
     Act of 1933,  with the  Commission on June 30, 2006,  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
     Special Meeting of Stockholders of Ben Franklin  Financial,  Inc. (File No.
     000-52240),  filed by Ben Franklin Financial,  Inc. under the Exchange Act,
     on February 6, 2008.
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.

                                       5
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  Arlington  Heights,
Illinois, on this 2nd day of June, 2008.

                                       BEN FRANKLIN FINANCIAL, INC.

                                   By: /s/ C. Steven Sjogren
                                       --------------------------
                                       C. Steven Sjogren
                                       Chairman of the Board, President and
                                       Chief  Executive Officer
                                       (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned directors and officers of Ben Franklin Financial,  Inc.
(the "Company")  hereby severally  constitute and appoint C. Steven Sjogren,  as
our true and lawful attorney and agent, to do any and all things in our names in
the capacities  indicated  below which said C. Steven Sjogren 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 Ben Franklin  Financial,  Inc. 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 C. Steven Sjogren 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/ C. Steven Sjogren                                                                   June 2, 2008
------------------------------------        Chairman of the Board, President and        ------------------
C. Steven Sjogren                           Chief Executive Officer
                                            (Principal Executive Officer)

/s/ Glen A. Miller                                                                      June 2, 2008
------------------------------------        Vice President                              ------------------
Glen A. Miller                              and Chief Financial Officer
                                            (Principal Financial and Accounting
                                             Officer)

/s/ Robert E. DeCelles                            Director                              June 2, 2008
------------------------------------                                                    ------------------
Robert E. DeCelles

/s/ Bernadine V. Dziedzic                         Director                              June 2, 2008
------------------------------------                                                    ------------------
Bernadine V. Dziedzic
/s/ John R. Perkins                               Director                              June 2, 2008
------------------------------------                                                    ------------------
John R. Perkins

/s/ Nicholas J. Raino                             Director                              June 2, 2008
------------------------------------                                                    ------------------
Nicholas J. Raino

/s/ James M. Reninger                             Director                              June 2, 2008
------------------------------------                                                    ------------------
James M. Reninger
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
                    (File  No.  333-135562),  filed  by the  Company  under  the
                    Securities Act of 1933 with the Commission on June 30, 2006,
                    and all  amendments  or  reports  filed for the  purpose  of
                    updating such description).

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

         10         Ben  Franklin   Financial,   Inc.   Equity   Incentive  Plan
                    (incorporated  by  reference  to  Appendix  A to  the  proxy
                    statement  for the Special  Meeting of  Stockholders  of Ben
                    Franklin Financial, Inc. (File No. 000-52240),  filed by Ben
                    Franklin  Financial,  Inc. under the Securities Exchange Act
                    of 1934, on February 6, 2008).

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

         23.2       Consent of Crowe Chizek and Company LLC

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