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

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                               FSF Financial Corp.
             -------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           Minnesota                                              41-1783064
--------------------------------------                       -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                              201 Main Street South
                        Hutchinson, Minnesota 55350-2573
                ------------------------------------------------
                    (Address of principal executive offices)

                FSF Financial Corp. 2003 Stock Compensation Plan
                ------------------------------------------------
                            (Full Title of the Plan)

                               Richard H. Burgart
                             Chief Financial Officer
                              201 Main Street South
                        Hutchinson, Minnesota 55350-2573
                                  320-234-4500
                ------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
                ------------------------------------------------
           (Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
                                 CALCULATION OF REGISTRATION FEE
===================================================================================================
       Title of                       Proposed Maximum    Proposed Maximum
     Securities to    Amount to be        Offering       Aggregate Offering  Amount of Registration
     be Registered   Registered (1)  Price Per Share(1)       Price (1)             Fee (1)
     -------------   --------------  ------------------       ----------           --------
<S>                <C>                  <C>                <C>                  <C>
Common Stock
$0.10 par value      230,000 shares        $31.84            $7,323,200             $927.85
per share
</TABLE>

(1)  The maximum  number of shares of Common  Stock  issuable  upon awards to be
     granted under the FSF Financial Corp. 2003 Stock Compensation Plan consists
     of 230,000  shares,  which are being  registered  under  this  Registration
     Statement and for which a registration fee is being paid. Additionally,  an
     indeterminate  number of additional  shares which may be offered and issued
     to prevent dilution resulting from stock splits, stock dividends or similar
     transactions.
(2)  The 230,000 shares are being  registered based upon the average of the high
     and low prices of the Common  Stock of the  Registrant  as  reported on the
     Nasdaq  National  Market on March 22, 2004, of $31.84 per share for a total
     offering of $7,323,200.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.

<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration of 230,000
shares of FSF Financial Corp. (the "Company" or "Registrant") common stock, $.10
par value per share (the "Common  Stock")  issuable to  employees,  officers and
directors of the  Registrant or its subsidiary as  compensation  for services in
accordance with the FSF Financial Corp. 2003 Stock Compensation Plan under which
230,000 shares are issuable,  the "Plan".  Documents  containing the information
required  by Part I of this  Registration  Statement  will be sent or  given  to
participants in the Plan as specified by Rule 428(b)(1).  Such documents are not
filed with the Securities and Exchange  Commission (the "Commission")  either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424, in reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  August  8,  1994  and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

          (a)  The  Company's  Annual  Report on Form 10-K for the  fiscal  year
               ended September 30, 2003;

          (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
               December 31, 2003;

          (c)  Current Report on Form 8-K, filed on January 21, 2004; and

          (d)  The  description of the Company's  securities as contained in the
               Company's  Registration  Statement on Form 8-A, as filed with the
               Commission on August 8, 1994.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.
------

         Not Applicable

                                       2
<PAGE>

Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------

         Sections 302A.521 of the Minnesota Business  Corporation Act authorizes
a corporation such as the registrant to indemnify officers, directors, employees
and agents under certain circumstances. Section 302A.521, subdivision 2 requires
indemnification  of  directors,  officers,  employees  and  agents who have been
successful  on the merits or  otherwise  in defense of certain  actions,  suits,
proceedings claims,  issues and matters.  Article 8 of the Registrant's Articles
of Incorporation provides for indemnification.

         Section  308A.325  of the  Minnesota  Statutes,  1971  allows  for  the
limitation of liability of directors.

         The registrant believes that these provisions assist the registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the  registrant  since  certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  registrant
could be required to be repaid by the registrant to an indemnified party.

         Additionally,  the  Company  has in  force  a  Directors  and  Officers
Liability Policy underwritten by St. Paul Insurance Companies,  Inc. with a $2.0
million aggregate limit of liability and an aggregate  deductible of $50,000 per
loss both for claims  directly  against  officers and  directors  and for claims
where the Company is required to indemnify directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

Item 9.  Undertakings.
------

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
                  being made, a  post-effective  amendment to this  Registration
                  Statement;

                  (i) To include  any prospectus required by Section 10(a)(3) of
                  the 1933 Act;


                  (ii) To reflect in the  prospectus any facts or events arising
                  after the effective date of the

                                       3

<PAGE>

                  Registration  Statement  (or the  most  recent  post-effective
                  amendment  thereof)  which,  individually or in the aggregate,
                  represent a fundamental change in the information set forth in
                  the Registration Statement;

                  (iii) To include any material  information with respect to the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

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

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

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 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  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                       4

<PAGE>

                                   SIGNATURES

         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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Hutchinson in the State of Minnesota, on the 26th day
of March 2004.

                                      FSF FINANCIAL CORP.

                                      By:      /s/Donald A. Glas
                                               ---------------------------------
                                               Donald A. Glas
                                               Chief Executive Officer
                                               (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of FSF Financial  Corp., do
hereby  severally  constitute  and appoint Donald A. Glas as our true and lawful
attorney  and  agent,  to do any and all  things  and  acts in our  names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the capacities  indicated  below which said Donald A. Glas may deem
necessary  or  advisable  to enable  FSF  Financial  Corp.,  to comply  with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission,  in connection with the Registration
Statement on Form S-8 relating to the registrant,  including  specifically,  but
not limited to, power and  authority to sign,  for any of 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 ratify
and  confirm all that said Donald A. Glas shall do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.


<TABLE>
<CAPTION>
<S>                                                  <C>
/s/Donald A. Glas                                       /s/Richard H. Burgart
----------------------------------------------------   ------------------------------------------------
Donald A. Glas                                         Richard H. Burgart
Co-Chair of the Board and Chief Executive Officer      Chief Financial Officer and Treasurer
(Principal Executive Officer)                          (Principal Financial and Accounting Officer)

Date:    March 26, 2004                                 Date:    March 26, 2004


/s/George B. Loban                                     /s/Sever B. Knutson
----------------------------------------------------   ------------------------------------------------
George B. Loban                                        Sever B. Knutson
Co-Chair of the Board and President                    Director

Date:    March 26, 2004                                Date:    March 26, 2004


/s/Roger R. Stearns                                    /s/James J. Caturia
----------------------------------------------------   ------------------------------------------------
Roger R. Stearns                                       James J. Caturia
Co-Chair of the Board and President                    Director

Date:    March 26, 2004                                Date:    March 26, 2004


/s/Jerome R. Dempsey
----------------------------------------------------
Jerome R. Dempsey
Director
Date:    March 26, 2004

</TABLE>


<PAGE>

                               INDEX TO EXHIBITS





Exhibit                            Description
-------                            -----------


     4.1       FSF Financial Corp. 2003 Stock Compensation Plan


     4.2       Form of Stock Option Agreement to be entered into with
               respect to Stock Options under the Plan


     4.3       Form of Restricted Stock Award Agreement


     4.4       Form of Stock Award Tax Notice


     5.1       Opinion of Malizia Spidi & Fisch, PC as to the validity of the
               Common Stock being registered


    23.1       Consent of Malizia Spidi & Fisch, PC (appears in their opinion
               filed as Exhibit 5.1)


    23.2       Consent of Crowe Chizek and Company LLC


     24        Reference is made to the Signatures section of this
               Registration Statement for the Power of Attorney contained
               therein
[{"type": "S-8", "sequence": "1", "filename": "s8_032604-0096.txt", "description": "FORM", "secsgml_size_bytes": 18943}]
{"company-data": {"conformed-name": "FSF FINANCIAL CORP", "cik": "0000924370", "assigned-sic": "6035", "irs-number": "411783064", "state-of-incorporation": "MN", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113952", "film-number": "04691450"}, "business-address": {"street1": "201 MAIN ST SOUTH", "city": "HUTCHINSON", "state": "MN", "zip": "55350", "phone": "3202344500"}, "mail-address": {"street1": "201 MAIN STREET SOUTH", "city": "HUTCHINSON", "state": "MN", "zip": "55350"}}
As filed with the Securities and Exchange Commission on March 26, 2004.

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               FSF Financial Corp.
             -------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           Minnesota                                              41-1783064
--------------------------------------                       -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

                              201 Main Street South
                        Hutchinson, Minnesota 55350-2573
                ------------------------------------------------
                    (Address of principal executive offices)

                FSF Financial Corp. 2003 Stock Compensation Plan
                ------------------------------------------------
                            (Full Title of the Plan)

                               Richard H. Burgart
                             Chief Financial Officer
                              201 Main Street South
                        Hutchinson, Minnesota 55350-2573
                                  320-234-4500
                ------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:
                               Richard Fisch, Esq.
                              Evan M. Seigel, Esq.
                            Malizia Spidi & Fisch, PC
                           1100 New York Avenue, N.W.
                                 Suite 340 West
                             Washington, D.C. 20005
                                 (202) 434-4660
                ------------------------------------------------
           (Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
===================================================================================================
       Title of                       Proposed Maximum    Proposed Maximum
     Securities to    Amount to be        Offering       Aggregate Offering  Amount of Registration
     be Registered   Registered (1)  Price Per Share(1)       Price (1)             Fee (1)
     -------------   --------------  ------------------       ----------           --------
Common Stock
$0.10 par value      230,000 shares        $31.84            $7,323,200             $927.85
per share
(1)  The maximum  number of shares of Common  Stock  issuable  upon awards to be
     granted under the FSF Financial Corp. 2003 Stock Compensation Plan consists
     of 230,000  shares,  which are being  registered  under  this  Registration
     Statement and for which a registration fee is being paid. Additionally,  an
     indeterminate  number of additional  shares which may be offered and issued
     to prevent dilution resulting from stock splits, stock dividends or similar
     transactions.
(2)  The 230,000 shares are being  registered based upon the average of the high
     and low prices of the Common  Stock of the  Registrant  as  reported on the
     Nasdaq  National  Market on March 22, 2004, of $31.84 per share for a total
     offering of $7,323,200.

         This Registration  Statement shall become effective  automatically upon
the date of filing,  in accordance  with Section 8(a) of the  Securities  Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
------

Item 2.  Registrant Information and Employee Plan Annual Information. *
------

         *This  Registration  Statement  relates to the  registration of 230,000
shares of FSF Financial Corp. (the "Company" or "Registrant") common stock, $.10
par value per share (the "Common  Stock")  issuable to  employees,  officers and
directors of the  Registrant or its subsidiary as  compensation  for services in
accordance with the FSF Financial Corp. 2003 Stock Compensation Plan under which
230,000 shares are issuable,  the "Plan".  Documents  containing the information
required  by Part I of this  Registration  Statement  will be sent or  given  to
participants in the Plan as specified by Rule 428(b)(1).  Such documents are not
filed with the Securities and Exchange  Commission (the "Commission")  either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424, in reliance on Rule 428.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
------

         The Company became  subject to the  informational  requirements  of the
Securities  Exchange  Act of 1934  (the  "1934  Act") on  August  8,  1994  and,
accordingly,  files periodic reports and other  information with the Commission.
Reports,  proxy  statements and other  information  concerning the Company filed
with the  Commission  may be inspected and copies may be obtained (at prescribed
rates) at the  Commission's  Public  Reference  Section,  Room  1024,  450 Fifth
Street, N.W., Washington, D.C. 20549.

         The following  documents filed by the Company are  incorporated in this
Registration Statement by reference:

          (a)  The  Company's  Annual  Report on Form 10-K for the  fiscal  year
               ended September 30, 2003;

          (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
               December 31, 2003;

          (c)  Current Report on Form 8-K, filed on January 21, 2004; and

          (d)  The  description of the Company's  securities as contained in the
               Company's  Registration  Statement on Form 8-A, as filed with the
               Commission on August 8, 1994.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14,  and  15(d)  of the  1934  Act,  prior  to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities.
------

         Not Applicable

                                       2
Item 5.  Interests of Named Experts and Counsel.
------

         Not Applicable

Item 6.  Indemnification of Directors and Officers.
------

         Sections 302A.521 of the Minnesota Business  Corporation Act authorizes
a corporation such as the registrant to indemnify officers, directors, employees
and agents under certain circumstances. Section 302A.521, subdivision 2 requires
indemnification  of  directors,  officers,  employees  and  agents who have been
successful  on the merits or  otherwise  in defense of certain  actions,  suits,
proceedings claims,  issues and matters.  Article 8 of the Registrant's Articles
of Incorporation provides for indemnification.

         Section  308A.325  of the  Minnesota  Statutes,  1971  allows  for  the
limitation of liability of directors.

         The registrant believes that these provisions assist the registrant in,
among other  things,  attracting  and retaining  qualified  persons to serve the
registrant and its subsidiary.  However, a result of such provisions could be to
increase the expenses of the  registrant and  effectively  reduce the ability of
stockholders  to sue on behalf of the  registrant  since  certain suits could be
barred or amounts that might  otherwise be obtained on behalf of the  registrant
could be required to be repaid by the registrant to an indemnified party.

         Additionally,  the  Company  has in  force  a  Directors  and  Officers
Liability Policy underwritten by St. Paul Insurance Companies,  Inc. with a $2.0
million aggregate limit of liability and an aggregate  deductible of $50,000 per
loss both for claims  directly  against  officers and  directors  and for claims
where the Company is required to indemnify directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933  Act") may be permitted to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification  is against  public  policy as  expressed in the 1933 Act and is
therefore unenforceable.

Item 7.  Exemption from Registration Claimed.
------

         Not Applicable

Item 8.  Exhibits.
------

         For a  list  of  all  exhibits  filed  or  included  as  part  of  this
Registration Statement,  see "Index to Exhibits" at the end of this Registration
Statement.

Item 9.  Undertakings.
------

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
                  being made, a  post-effective  amendment to this  Registration
                  Statement;

                  (i) To include  any prospectus required by Section 10(a)(3) of
                  the 1933 Act;

                  (ii) To reflect in the  prospectus any facts or events arising
                  after the effective date of the

                                       3
Registration  Statement  (or the  most  recent  post-effective
                  amendment  thereof)  which,  individually or in the aggregate,
                  represent a fundamental change in the information set forth in
                  the Registration Statement;

                  (iii) To include any material  information with respect to the
                  plan  of   distribution   not  previously   disclosed  in  the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement;

provided however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

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

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

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under the 1933 Act each filing of the  Registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 Act) that is  incorporated by reference in
the Registration  Statement shall be deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d) Insofar as indemnification  for liabilities  arising under the 1933
Act may be permitted to  directors,  officers,  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 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  expressed  in the 1933 Act and will be  governed by the
final adjudication of such issue.

                                       4
SIGNATURES

         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  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Hutchinson in the State of Minnesota, on the 26th day
of March 2004.

                                      FSF FINANCIAL CORP.

                                      By:      /s/Donald A. Glas
                                               ---------------------------------
                                               Donald A. Glas
                                               Chief Executive Officer
                                               (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of FSF Financial  Corp., do
hereby  severally  constitute  and appoint Donald A. Glas as our true and lawful
attorney  and  agent,  to do any and all  things  and  acts in our  names in the
capacities  indicated below and to execute any and all instruments for us and in
our names in the capacities  indicated  below which said Donald A. Glas may deem
necessary  or  advisable  to enable  FSF  Financial  Corp.,  to comply  with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission,  in connection with the Registration
Statement on Form S-8 relating to the registrant,  including  specifically,  but
not limited to, power and  authority to sign,  for any of 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 ratify
and  confirm all that said Donald A. Glas shall do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated as of the date indicated.
/s/Donald A. Glas                                       /s/Richard H. Burgart
----------------------------------------------------   ------------------------------------------------
Donald A. Glas                                         Richard H. Burgart
Co-Chair of the Board and Chief Executive Officer      Chief Financial Officer and Treasurer
(Principal Executive Officer)                          (Principal Financial and Accounting Officer)

Date:    March 26, 2004                                 Date:    March 26, 2004

/s/George B. Loban                                     /s/Sever B. Knutson
----------------------------------------------------   ------------------------------------------------
George B. Loban                                        Sever B. Knutson
Co-Chair of the Board and President                    Director

Date:    March 26, 2004                                Date:    March 26, 2004

/s/Roger R. Stearns                                    /s/James J. Caturia
----------------------------------------------------   ------------------------------------------------
Roger R. Stearns                                       James J. Caturia
Co-Chair of the Board and President                    Director

Date:    March 26, 2004                                Date:    March 26, 2004

/s/Jerome R. Dempsey
----------------------------------------------------
Jerome R. Dempsey
Director
Date:    March 26, 2004
INDEX TO EXHIBITS

Exhibit                            Description
-------                            -----------

     4.1       FSF Financial Corp. 2003 Stock Compensation Plan

     4.2       Form of Stock Option Agreement to be entered into with
               respect to Stock Options under the Plan

     4.3       Form of Restricted Stock Award Agreement

     4.4       Form of Stock Award Tax Notice

     5.1       Opinion of Malizia Spidi & Fisch, PC as to the validity of the
               Common Stock being registered

    23.1       Consent of Malizia Spidi & Fisch, PC (appears in their opinion
               filed as Exhibit 5.1)

    23.2       Consent of Crowe Chizek and Company LLC

     24        Reference is made to the Signatures section of this
               Registration Statement for the Power of Attorney contained
               therein