Registration No. 333-_________

    As filed with the Securities and Exchange Commission on January 21, 2010

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

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

            Federal                                      63-0052835
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                             316 Second Avenue S.W.
                             Cullman, Alabama 35055
                    (Address of Principal Executive Offices)

                    Cullman Savings Bank Profit Sharing Plan
                            (Full Title of the Plan)

                                   Copies to:

Mr. John A. Riley, III                      Kip A. Weissman, Esquire
President and Chief Executive Officer       Robert B. Pomerenk, Esquire
Cullman Bancorp, Inc.                       Luse Gorman Pomerenk & Schick, P.C.
316 Second Avenue S.W.                      5335 Wisconsin Ave., N.W., Suite 780
Cullman, Alabama 35055                      Washington, DC 20015-2035
(256) 734-1740                              (202) 274-2000
(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 Securities Exchange Act of 1934, as
amended. (Check one):

Large accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer [ ]
                                (Do not check if a smaller reporting company)
Smaller reporting company [X]

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

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]


<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S>     <C>                   <C>                 <C>                     <C>                     <C>
====================================================================================================================
         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
--------------------------------------------------------------------------------------------------------------------

Participation Interests             (1)                  __                     __                     (2)
--------------------------------------------------------------------------------------------------------------------

-----------------------
(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement covers an indeterminate amount of interests to be offered or sold
     pursuant to the employee benefit plan described herein.
(2)      Pursuant to Rule 457(h)(3) no registration fee is required to be paid.

</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.


<PAGE>


PART I.

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

     This Registration Statement relates to the registration of an indeterminate
number of  participation  interests in the Cullman  Savings Bank Profit  Sharing
Plan (the "Plan").  Documents  containing the information  required by Part I of
the Registration Statement have been or will be sent or given to participants in
the Plan, as specified 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  Prospectus  (File  No.  333-160167),   filed  with  the
Commission on August 21, 2009, pursuant to Rule 424(b)(3) of the Securities Act;

     b) The Company's  Quarterly  Report on Form 10-Q for the quarter ended June
30, 2009 (File No. 333-160167), filed with the Commission on September 25, 2009,
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended;

     c) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended,  since the end of the
quarter  covered by the Quarterly  Report on Form 10-Q referred to in (b) 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 October 8, 2009
(File No. 000-53801).

     e) All  documents  subsequently  filed by the Company  with the  Commission
pursuant to Sections 13(a),  13(c), 14, or 15(d) of the Securities  Exchange Act
of 1934,  as  amended,  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.


<PAGE>


Item 5.  Interests of Named Experts and Counsel

     None.

Item 6.  Indemnification of Directors and Officers

     Provisions in the Registrant's  bylaws provide for  indemnification  of the
Registrant's  directors  and  officers up to the fullest  extent  authorized  by
applicable  law and  regulations  of the  Office  of Thrift  Supervision  (OTS).
Section 545.121 of the OTS regulations are 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;


<PAGE>


          (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>

<S>               <C>                                                           <C>
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

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

     23.2         Consent of Independent Registered Public Accounting Firm      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 S-1 (File No.  333-160167)  initially  filed by the Company  under the
     Exchange  Act of 1934  with  the  Commission  on  June  23,  2009,  and all
     amendments or reports filed for the purpose of updating such description.

</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 Company'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 Company pursuant to the foregoing provisions,  or otherwise, the Company 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 Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  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 Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate


<PAGE>


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 the  City of  Cullman,  State  of
Alabama, on this 19th day of January, 2010.


                                       CULLMAN BANCORP, INC.



                                  By:  /s/ John A. Riley, III
                                       -----------------------------------------
                                       John A. Riley, III
                                       President and Chief Executive Officer
                                       (Duly Authorized Representative)


                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of Cullman  Bancorp,  Inc. (the
"Company")  hereby severally  constitute and appoint John A. Riley,  III, 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 A. Riley,  III 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 participation interests under
the Cullman Savings Bank Profit Sharing 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 A. Riley, III 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>

<S>                                         <C>                                         <C>
Signatures                                  Title                                       Date
----------                                  -----                                       ----



/s/ John A. Riley, III                      President and                               January 19, 2010
---------------------------                 Chief Executive Officer
John A. Riley, III                          (Principal Executive Officer)



/s/ Michael Duke                            Senior Vice President and                   January 19, 2010
---------------------------                 Chief Financial Officer
Michael Duke                                (Principal Financial and
                                            Accounting Officer)



/s/ William F. Peinhardt                    Chairman of the Board                       January 19, 2010
---------------------------
William F. Peinhardt


<PAGE>


/s/ Paul D. Bussman                         Director                                    January 19, 2010
---------------------------
Paul D. Bussman



/s/ Kim J. Chaney                           Director                            `       January 19, 2010
---------------------------
Kim J. Chaney




/s/ Nancy McClellan                         Director                                    January 19, 2010
---------------------------
Nancy McClellan

</TABLE>



<PAGE>


     The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
trustees  (or other  persons  who  administer  the Plan) have duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Cullman,  State of Alabama, on this 19th day of
January, 2010.


                                        Cullman Savings Bank Profit Sharing Plan



                                   By:  /s/ John A. Riley, III
                                Title:  President and Chief Executive Officer
                                        Cullman Bancorp, Inc.


<PAGE>


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

<S>               <C>                                                           <C>
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

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

     23.2         Consent of Independent Registered Public Accounting Firm      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 S-1 (File No.  333-160167)  initially  filed by the Company  under the
     Exchange  Act of 1934  with  the  Commission  on  June  23,  2009,  and all
     amendments or reports filed for the purpose of updating such description.

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "forms8_011910.txt", "secsgml_size_bytes": 20932}]
{"company-data": {"conformed-name": "Cullman Bancorp, Inc.", "cik": "0001465969", "assigned-sic": "6035", "irs-number": "000000000", "state-of-incorporation": "X1", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-164450", "film-number": "10538406"}, "business-address": {"street1": "316 SECOND AVENUE S.W.", "city": "CULLMAN", "state": "AL", "zip": "35055", "phone": "(256) 734-1740"}, "mail-address": {"street1": "316 SECOND AVENUE S.W.", "city": "CULLMAN", "state": "AL", "zip": "35055"}}
Registration No. 333-_________

    As filed with the Securities and Exchange Commission on January 21, 2010

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

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

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

            Federal                                      63-0052835
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                             316 Second Avenue S.W.
                             Cullman, Alabama 35055
                    (Address of Principal Executive Offices)

                    Cullman Savings Bank Profit Sharing Plan
                            (Full Title of the Plan)

                                   Copies to:

Mr. John A. Riley, III                      Kip A. Weissman, Esquire
President and Chief Executive Officer       Robert B. Pomerenk, Esquire
Cullman Bancorp, Inc.                       Luse Gorman Pomerenk & Schick, P.C.
316 Second Avenue S.W.                      5335 Wisconsin Ave., N.W., Suite 780
Cullman, Alabama 35055                      Washington, DC 20015-2035
(256) 734-1740                              (202) 274-2000
(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 Securities Exchange Act of 1934, as
amended. (Check one):

Large accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer [ ]
                                (Do not check if a smaller reporting company)
Smaller reporting company [X]

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

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

Participation Interests             (1)                  __                     __                     (2)
--------------------------------------------------------------------------------------------------------------------

-----------------------
(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
     statement covers an indeterminate amount of interests to be offered or sold
     pursuant to the employee benefit plan described herein.
(2)      Pursuant to Rule 457(h)(3) no registration fee is required to be paid.
-------------------------

         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

     This Registration Statement relates to the registration of an indeterminate
number of  participation  interests in the Cullman  Savings Bank Profit  Sharing
Plan (the "Plan").  Documents  containing the information  required by Part I of
the Registration Statement have been or will be sent or given to participants in
the Plan, as specified 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  Prospectus  (File  No.  333-160167),   filed  with  the
Commission on August 21, 2009, pursuant to Rule 424(b)(3) of the Securities Act;

     b) The Company's  Quarterly  Report on Form 10-Q for the quarter ended June
30, 2009 (File No. 333-160167), filed with the Commission on September 25, 2009,
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended;

     c) All other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended,  since the end of the
quarter  covered by the Quarterly  Report on Form 10-Q referred to in (b) 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 October 8, 2009
(File No. 000-53801).

     e) All  documents  subsequently  filed by the Company  with the  Commission
pursuant to Sections 13(a),  13(c), 14, or 15(d) of the Securities  Exchange Act
of 1934,  as  amended,  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.

Item 6.  Indemnification of Directors and Officers

     Provisions in the Registrant's  bylaws provide for  indemnification  of the
Registrant's  directors  and  officers up to the fullest  extent  authorized  by
applicable  law and  regulations  of the  Office  of Thrift  Supervision  (OTS).
Section 545.121 of the OTS regulations are 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

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

     23.2         Consent of Independent Registered Public Accounting Firm      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 S-1 (File No.  333-160167)  initially  filed by the Company  under the
     Exchange  Act of 1934  with  the  Commission  on  June  23,  2009,  and all
     amendments or reports filed for the purpose of updating such description.
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 Company'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 Company pursuant to the foregoing provisions,  or otherwise, the Company 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 Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  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 Company  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 the  City of  Cullman,  State  of
Alabama, on this 19th day of January, 2010.

                                       CULLMAN BANCORP, INC.

                                  By:  /s/ John A. Riley, III
                                       -----------------------------------------
                                       John A. Riley, III
                                       President and Chief Executive Officer
                                       (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned  directors and officers of Cullman  Bancorp,  Inc. (the
"Company")  hereby severally  constitute and appoint John A. Riley,  III, 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 A. Riley,  III 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 participation interests under
the Cullman Savings Bank Profit Sharing 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 A. Riley, III 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 A. Riley, III                      President and                               January 19, 2010
---------------------------                 Chief Executive Officer
John A. Riley, III                          (Principal Executive Officer)

/s/ Michael Duke                            Senior Vice President and                   January 19, 2010
---------------------------                 Chief Financial Officer
Michael Duke                                (Principal Financial and
                                            Accounting Officer)

/s/ William F. Peinhardt                    Chairman of the Board                       January 19, 2010
---------------------------
William F. Peinhardt
/s/ Paul D. Bussman                         Director                                    January 19, 2010
---------------------------
Paul D. Bussman

/s/ Kim J. Chaney                           Director                            `       January 19, 2010
---------------------------
Kim J. Chaney

/s/ Nancy McClellan                         Director                                    January 19, 2010
---------------------------
Nancy McClellan
The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
trustees  (or other  persons  who  administer  the Plan) have duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Cullman,  State of Alabama, on this 19th day of
January, 2010.

                                        Cullman Savings Bank Profit Sharing Plan

                                   By:  /s/ John A. Riley, III
                                Title:  President and Chief Executive Officer
                                        Cullman Bancorp, Inc.
EXHIBIT INDEX
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

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

     23.2         Consent of Independent Registered Public Accounting Firm      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 S-1 (File No.  333-160167)  initially  filed by the Company  under the
     Exchange  Act of 1934  with  the  Commission  on  June  23,  2009,  and all
     amendments or reports filed for the purpose of updating such description.