As filed with the Securities and Exchange Commission on December 8, 2000.

                                                       Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                               GFSB Bancorp, Inc.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         Delaware                                              04-2095007
--------------------------------------                --------------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

                                221 Aztec Avenue
                            Gallup, New Mexico 87301
                      -------------------------------------
                    (Address of principal executive offices)

                    GFSB Bancorp, Inc. 2000 Stock Option Plan
              GFSB Bancorp, Inc. Directors Stock Compensation Plan
              ----------------------------------------------------
                            (Full Title of the Plans)

                               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       Proposed Maximum     Amount of
Securities to      Amount to be     Maximum Offering  Aggregate Offering   Registration
be Registered     Registered (1)     Price Per Share       Price (2)         Fee (2)
-------------     --------------     ---------------       ----------       --------
<S>             <C>                      <C>             <C>               <C>
Common Stock
$0.10 par value
per share         56,357 shares            (2)             $782,397          $206.55
================  ================= ================= =================== ==============
</TABLE>
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted  under the GFSB  Bancorp,  Inc.  2000 Stock  Option Plan ("2000
         Plan")  consists of 46,800  shares,  and under the GFSB  Bancorp,  Inc.
         Directors Stock  Compensation Plan ("Directors Plan") consists of 9,557
         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,  dividends or
         similar transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 56,357  shares are being  registered
         hereby,  of which 9,557 shares are under  option at a weighted  average
         exercise  price of $13.75 per share  ($131,409 in the  aggregate).  The
         remainder of such shares (46,800  shares)  awarded under the 2000 Plan,
         are being registered based upon the average of the high and low selling
         prices of the Common Stock of the  Registrant as reported on the Nasdaq
         SmallCap  Market on December 6, 2000, of $13.91 per share  ($650,988 in
         the aggregate), for a total offering of $782,397.

         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 56,357
shares of GFSB Bancorp,  Inc. (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 GFSB  Bancorp,  Inc.  2000 Stock Option  Plan,  under which
46,800  shares  are  issuable,  and  the  GFSB  Bancorp,  Inc.  Directors  Stock
Compensation Plan under which 9,557 shares are issuable to directors  (together,
the "Plans").  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  April  12,  1995  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-KSB for the fiscal year ended
June 30, 2000;

     (b) The  Company's  Quarterly  Report on Form 10-QSB for the quarter  ended
September 30, 2000;

     (c) Current Report on Form 8-K (Date of Event:  October 31, 2000), as filed
with the Commission on November 7, 2000;

     (d)  Current  Report on Form 8-K/A (Date of Event:  November  8, 2000),  as
filed with the Commission on November 9, 2000; and

     (e) The  Company's  Registration  Statement  on Form 8-A as filed  with the
Commission on April 12, 1995.

         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.

                                        2
<PAGE>

Item 4.  Description of Securities.

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable

Item 6.  Indemnification of Directors and Officers.

         Section  145  of  the  Delaware  General  Corporation  Law  sets  forth
circumstances  under  which  directors,  officers,  employees  and agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities as such.

         The   Certificate   of    Incorporation   of   the   Company   requires
indemnification  of  directors,  officers and  employees  to the fullest  extent
permitted by Delaware  law.  The Company may purchase and maintain  insurance on
behalf of any person who is or was a director,  officer,  employee,  or agent of
the  Company or is or was  serving at the  request of the Company as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or  other  enterprise  against  any  liability  asserted  against  him and
incurred  by him in any such  capacity  or  arising  out of his  status as such,
whether or not the Company  would have the power to  indemnify  him against such
liability under the provisions of the Certificate of Incorporation.

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

         The Company  has in force a Directors  and  Officers  Liability  Policy
underwritten  by  Progressive  Casualty  Insurance  Company  with a $5.0 million
aggregate  limit of liability  and an aggregate  deductible  of $25,000 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.

                                        3
<PAGE>

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 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 no 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.

                                        4
<PAGE>

         (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.

                                        5
<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 Gallup in the State of New Mexico, as of December 7,
2000.

                                    GFSB Bancorp, Inc.


                                    By:      /s/ Jerry R. Spurlin
                                             -----------------------------------
                                             Jerry R. Spurlin
                                             Chief Financial Officer
                                             (Duly Authorized Representative)


                                POWER OF ATTORNEY

         We, the  undersigned  directors and officers of GFSB Bancorp,  Inc., do
hereby severally  constitute and appoint Jerry R. Spurlin 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 Jerry R. Spurlin may deem
necessary  or  advisable  to enable  GFSB  Bancorp,  Inc.,  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 offering of the  Company's  Common  Stock,
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 Jerry R. Spurlin 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.


By: /s/ Dr. Wallace R. Phillips                    By: /s/Richard P. Gallegos
    ---------------------------------------            -------------------------
      Dr. Wallace R. Phillips                             Richard P. Gallegos
      Chairman of the Board                               Vice President



Date     December 7, 2000                          Date:  December 7, 2000


By: /s/ Jerry R. Spurlin                           By:    /s/James Nechero, Jr.
    -------------------------------------------           ----------------------
      Jerry R. Spurlin                                    James Nechero, Jr.
      Chief Financial Officer                             President and Director
      (Principal Financial and Accounting Officer)

Date     December 7, 2000                          Date:  December 7, 2000

<PAGE>

By: /s/ Vernon I. Hamilton                         By:    /s/ Michael P. Mataya
    ---------------------------------------               ----------------------
      Vernon I. Hamilton                                  Michael P. Mataya
      Director                                            Treasurer and Director


Date     December 7, 2000                          Date:  December 7, 2000

By: /s/ Charles L. Parker, Jr.                     By:    /s/ George S. Perce
    ----------------------------------------              ----------------------
      Charles L. Parker, Jr.                              George S. Perce
      Director                                            Secretary and Director

Date:    December 7, 2000                          Date:  December 7, 2000

<PAGE>

                                INDEX TO EXHIBITS




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

     4.1    GFSB Bancorp, Inc. 2000 Stock Option Plan

     4.2    GFSB Bancorp, Inc. Directors Stock Compensation Plan

     4.3    Form of Stock  Option  Agreement  to be  entered
            into with  respect to  Incentive  Stock  Options
            under the 2000 Stock Option Plan

     4.4    Form of Stock Option Agreement to be entered into with respect
            to Non-Incentive Stock Options under the 2000 Stock Option
            Plan

     4.5    Form of Stock Option Agreement to be entered into under the
            Directors Stock Compensation Plan

     4.6    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 Neff & Ricci LLP

     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": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 20228}]
{"company-data": {"conformed-name": "GFSB BANCORP INC", "cik": "0000942129", "assigned-sic": "6035", "irs-number": "042095007", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51498", "film-number": "785777"}, "business-address": {"street1": "221 WEST AZTEC AVE", "city": "GALLOP", "state": "NM", "zip": "87301", "phone": "5057724361"}, "mail-address": {"street1": "221 WEST AZTEC AVE", "city": "GALLOP", "state": "NM", "zip": "87301"}}
As filed with the Securities and Exchange Commission on December 8, 2000.

                                                       Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               GFSB Bancorp, Inc.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

         Delaware                                              04-2095007
--------------------------------------                --------------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

                                221 Aztec Avenue
                            Gallup, New Mexico 87301
                      -------------------------------------
                    (Address of principal executive offices)

                    GFSB Bancorp, Inc. 2000 Stock Option Plan
              GFSB Bancorp, Inc. Directors Stock Compensation Plan
              ----------------------------------------------------
                            (Full Title of the Plans)

                               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       Proposed Maximum     Amount of
Securities to      Amount to be     Maximum Offering  Aggregate Offering   Registration
be Registered     Registered (1)     Price Per Share       Price (2)         Fee (2)
-------------     --------------     ---------------       ----------       --------
Common Stock
$0.10 par value
per share         56,357 shares            (2)             $782,397          $206.55
================  ================= ================= =================== ==============
(1)      The maximum number of shares of Common Stock issuable upon awards to be
         granted  under the GFSB  Bancorp,  Inc.  2000 Stock  Option Plan ("2000
         Plan")  consists of 46,800  shares,  and under the GFSB  Bancorp,  Inc.
         Directors Stock  Compensation Plan ("Directors Plan") consists of 9,557
         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,  dividends or
         similar transactions.
(2)      Under  Rule  457(h)  of the  1933  Act,  the  registration  fee  may be
         calculated, inter alia, based upon the price at which the stock options
         may be exercised.  An aggregate of 56,357  shares are being  registered
         hereby,  of which 9,557 shares are under  option at a weighted  average
         exercise  price of $13.75 per share  ($131,409 in the  aggregate).  The
         remainder of such shares (46,800  shares)  awarded under the 2000 Plan,
         are being registered based upon the average of the high and low selling
         prices of the Common Stock of the  Registrant as reported on the Nasdaq
         SmallCap  Market on December 6, 2000, of $13.91 per share  ($650,988 in
         the aggregate), for a total offering of $782,397.

         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 56,357
shares of GFSB Bancorp,  Inc. (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 GFSB  Bancorp,  Inc.  2000 Stock Option  Plan,  under which
46,800  shares  are  issuable,  and  the  GFSB  Bancorp,  Inc.  Directors  Stock
Compensation Plan under which 9,557 shares are issuable to directors  (together,
the "Plans").  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  April  12,  1995  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-KSB for the fiscal year ended
June 30, 2000;

     (b) The  Company's  Quarterly  Report on Form 10-QSB for the quarter  ended
September 30, 2000;

     (c) Current Report on Form 8-K (Date of Event:  October 31, 2000), as filed
with the Commission on November 7, 2000;

     (d)  Current  Report on Form 8-K/A (Date of Event:  November  8, 2000),  as
filed with the Commission on November 9, 2000; and

     (e) The  Company's  Registration  Statement  on Form 8-A as filed  with the
Commission on April 12, 1995.

         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.

                                        2
Item 4.  Description of Securities.

         Not Applicable

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable

Item 6.  Indemnification of Directors and Officers.

         Section  145  of  the  Delaware  General  Corporation  Law  sets  forth
circumstances  under  which  directors,  officers,  employees  and agents may be
insured  or  indemnified  against  liability  which  they  may  incur  in  their
capacities as such.

         The   Certificate   of    Incorporation   of   the   Company   requires
indemnification  of  directors,  officers and  employees  to the fullest  extent
permitted by Delaware  law.  The Company may purchase and maintain  insurance on
behalf of any person who is or was a director,  officer,  employee,  or agent of
the  Company or is or was  serving at the  request of the Company as a director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or  other  enterprise  against  any  liability  asserted  against  him and
incurred  by him in any such  capacity  or  arising  out of his  status as such,
whether or not the Company  would have the power to  indemnify  him against such
liability under the provisions of the Certificate of Incorporation.

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

         The Company  has in force a Directors  and  Officers  Liability  Policy
underwritten  by  Progressive  Casualty  Insurance  Company  with a $5.0 million
aggregate  limit of liability  and an aggregate  deductible  of $25,000 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.

                                        3
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 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 no 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.

                                        4
(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.

                                        5
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 Gallup in the State of New Mexico, as of December 7,
2000.

                                    GFSB Bancorp, Inc.

                                    By:      /s/ Jerry R. Spurlin
                                             -----------------------------------
                                             Jerry R. Spurlin
                                             Chief Financial Officer
                                             (Duly Authorized Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  directors and officers of GFSB Bancorp,  Inc., do
hereby severally  constitute and appoint Jerry R. Spurlin 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 Jerry R. Spurlin may deem
necessary  or  advisable  to enable  GFSB  Bancorp,  Inc.,  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 offering of the  Company's  Common  Stock,
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 Jerry R. Spurlin 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.

By: /s/ Dr. Wallace R. Phillips                    By: /s/Richard P. Gallegos
    ---------------------------------------            -------------------------
      Dr. Wallace R. Phillips                             Richard P. Gallegos
      Chairman of the Board                               Vice President

Date     December 7, 2000                          Date:  December 7, 2000

By: /s/ Jerry R. Spurlin                           By:    /s/James Nechero, Jr.
    -------------------------------------------           ----------------------
      Jerry R. Spurlin                                    James Nechero, Jr.
      Chief Financial Officer                             President and Director
      (Principal Financial and Accounting Officer)

Date     December 7, 2000                          Date:  December 7, 2000
By: /s/ Vernon I. Hamilton                         By:    /s/ Michael P. Mataya
    ---------------------------------------               ----------------------
      Vernon I. Hamilton                                  Michael P. Mataya
      Director                                            Treasurer and Director

Date     December 7, 2000                          Date:  December 7, 2000

By: /s/ Charles L. Parker, Jr.                     By:    /s/ George S. Perce
    ----------------------------------------              ----------------------
      Charles L. Parker, Jr.                              George S. Perce
      Director                                            Secretary and Director

Date:    December 7, 2000                          Date:  December 7, 2000
INDEX TO EXHIBITS

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

     4.1    GFSB Bancorp, Inc. 2000 Stock Option Plan

     4.2    GFSB Bancorp, Inc. Directors Stock Compensation Plan

     4.3    Form of Stock  Option  Agreement  to be  entered
            into with  respect to  Incentive  Stock  Options
            under the 2000 Stock Option Plan

     4.4    Form of Stock Option Agreement to be entered into with respect
            to Non-Incentive Stock Options under the 2000 Stock Option
            Plan

     4.5    Form of Stock Option Agreement to be entered into under the
            Directors Stock Compensation Plan

     4.6    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 Neff & Ricci LLP

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