Registration No. 333-______

    As filed with the Securities and Exchange Commission on November 24, 2004

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


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ____________________


                                  K-Fed Bancorp
             (Exact Name of Registrant as Specified in its Charter)

            Federal                                               20-0411486
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                              1359 N. Grand Avenue
                            Covina, California 91724
                    (Address of Principal Executive Offices)

                                 Kay M. Hoveland
                              1359 N. Grand Avenue
                            Covina, California 91724
                     (Name and Address of Agent for Service)
                              ____________________


                      K-Fed Bancorp 2004 Stock Option Plan
                K-Fed Bancorp 2004 Recognition and Retention Plan
                            (Full Title of the Plans)


                                   Copies to:
           Kay M. Hoveland
President and Chief Executive Officer         Richard S. Garabedian, Esquire
            K-Fed Bancorp                    Luse Gorman Pomerenk & Schick, P.C.
       1359 North Grand Avenue              5335 Wisconsin Ave., N.W., Suite 400
      Covina, California 91724                     Washington, D.C.  20015
           (800) 524-2274                              (202) 274-2000


                              ____________________

     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>

====================================================================================================================

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered (1)          Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------

<S>                             <C>                  <C>                    <C>                       <C>
Common stock, par value
$0.01 per share                 227,470 (2)          $15.06 (5)             $3,425,698                $434
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 373,600 (3)            $14.50               $5,417,200                $687
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 195,075 (4)          $15.06 (5)             $2,937,830                $372
--------------------------------------------------------------------------------------------------------------------

         Totals                 796,145                                    $11,780,728              $1,493
====================================================================================================================

<FN>
_________________
(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the K-Fed  Bancorp 2004 Stock Option Plan (the "Stock Option Plan") and the
     K-Fed Bancorp 2004  Recognition  and Retention Plan (the  "Recognition  and
     Retention  Plan") as a result of a stock split,  stock  dividend or similar
     adjustment of the outstanding  common stock of K-Fed Bancorp pursuant to 17
     C.F.R. Section 230.416(a).

(2)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the  Recognition  and  Retention  Plan for shares of common
     stock that have been awarded but not vested and  available for future stock
     grants or awards.

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

(4)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the Stock Option Plan for any future stock option grants or
     awards.

(5)  Determined  by  reference  to the fair market  value of the common stock on
     November 22, 2004, pursuant to 17 C.F.R. Section 230.457(c).
</FN>
</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. Section
230.462.

PART I.

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

     The documents  containing the  information  specified in Part I of Form S-8
have been or will be sent or given to  participants in the Stock Option Plan and
the Recognition and Retention Plan  (collectively,  the "Plans") as specified by
Rule  428(b)(1)  promulgated  by the  Securities  and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

                                       2

<PAGE>

     Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The following  documents  previously or concurrently filed by K-Fed Bancorp
(the "Company") with the Commission are hereby incorporated by reference in this
Registration Statement:

     a) The  Company's  Annual  Report on Form 10-K for the year  ended June 30,
2004 (Commission File No. 000-50592), filed with the Commission on September 15,
2004,  pursuant to Section  13(a) of the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange Act");

     b) all other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
referred to in (a) above;

     c) The  description  of the  Company's  common  stock,  par value $0.01 per
share,  contained in the Registration Statement on Form 8-A (Commission File No.
000-50592)  filed by the Company with the Commission under the Securities Act on
February  13,  2004,  and all  amendments  or reports  filed for the  purpose of
updating such description.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  registration  statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  registration  statement and the
Annual  Report on Form 10-K 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 Annual Report on Form 10-K.

     The Company shall furnish  without charge to each person to whom the Annual
Report is  delivered,  on the written or oral request of such person,  a copy of
any or all of the documents  incorporated  by reference,  other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated).  Requests should be directed to Kay M.
Hoveland, President and Chief Executive Officer, K-Fed Bancorp, 1359 North Grand
Avenue, Covina, California 91724, telephone number (800) 524-2274.

     All  information  appearing in this  Registration  Statement and the Annual
Report is  qualified  in its  entirety by the  detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

                                       3
<PAGE>

Item 6.  Indemnification of Directors and Officers

     Section  545.121  of the  Office of Thrift  Supervision  (OTS)  regulations
provides  indemnification for directors and officers of K-Fed Bancorp.  Although
there  are no  indemnification  provisions  in the  charter  and  bylaws  of the
Registrant,  all the  directors  and  officers of the  Registrant  hold the same
position with K-Fed Bancorp and have  indemnification  under OTS  Regulations as
described below.

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

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

          (i)  Any amount for which that person  becomes liable under a judgment
               in such action; and

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

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

          (i)  Final judgment on the merits is in his or her favor; or

          (ii) In case of:

               a.   Settlement,

               b.   Final judgment against him or her, or

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

     (c) As used in this paragraph:

          (i)  "Action"  means any  judicial or  administrative  proceeding,  or
               threatened  proceeding,  whether civil,  criminal,  or otherwise,
               including any appeal or other proceeding for review;

          (ii) "Court" includes,  without  limitation,  any court to which or in
               which any appeal or any proceeding for review is brought;

          (iii)"Final Judgment" means a judgment,  decree, or order which is not
               appealable  or as to which the period for appeal has expired with
               no appeal taken;

          (iv) "Settlement"  includes  the entry of a  judgment  by  consent  or
               confession or a plea of guilty or of nolo contendere.

                                       4
<PAGE>


Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

<TABLE>
<CAPTION>

Regulation S-K                                                  Reference to Prior Filing or
Exhibit Number             Document                             Exhibit No. Attached Hereto
--------------             --------                             ---------------------------

    <S>        <C>                                                   <C>
     4         Form of Common Stock Certificate                      *

     5         Opinion of Luse Gorman Pomerenk & Schick,             Exhibit 5
                  A Professional Corporation

     10.1      K-Fed Bancorp 2004 Stock Option Plan                  **

     10.2      K-Fed Bancorp 2004 Recognition and                    **
                  Retention Plan

     23.1      Consent of Luse Gorman Pomerenk &
                  Schick, A Professional Corporation                 Contained in Exhibit 5

     23.2      Consent of McGladrey & Pullen, LLP                    Exhibit 23.2

     24        Power of Attorney                                     Contained on Signature Page

<FN>
_____________________
     *    Incorporated by reference to Exhibit 4 to the  Registration  Statement
          on Form S-1 (Commission File No. 333-111029),  originally filed by the
          Company  under  the  Securities  Act of 1933  with the  Commission  on
          December 9, 2003,  and all amendments or reports filed for the purpose
          of updating such description.

     **   Filed as exhibits to the  Company's  Proxy  Statement  relating to the
          Company's October 26, 2004 annual meeting of stockholders,  filed with
          the Commission on September 23, 2004, which is incorporated  herein by
          reference.
</FN>
</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  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
Plans; and

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities  Exchange Act of 1934 (and,  where  applicable,  each
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference

                                       5
<PAGE>

in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.





                                       6
<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration  Statement  on  Form  S-8  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the  City  of  Covina,  State  of
California, on this 23rd day of November, 2004.

                                           K-FED BANCORP


                                     By:   /s/ Kay M. Hoveland
                                           -------------------------------------
                                           Kay M. Hoveland
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned directors and officers of K-Fed Bancorp (the "Company")
hereby  severally  constitute and appoint Kay M. Hoveland as our true and lawful
attorney  and  agent,  to do any and all  things in our names in the  capacities
indicated  below which said Kay M.  Hoveland may deem  necessary or advisable to
enable the Company to comply  with the  Securities  Act of 1933,  and any rules,
regulations  and  requirements  of the  Securities and Exchange  Commission,  in
connection with the  registration  of common stock  underlying the K-Fed Bancorp
2004  Recognition  and  Retention  Plan and the K-Fed  Bancorp 2004 Stock Option
Plan,  including  specifically,  but not limited to, power and authority to sign
for us in our names in the capacities indicated below the registration statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby  approve,  ratify and confirm all that said Kay M.  Hoveland  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/ Kay M. Hoveland       President, Chief Executive           November 23, 2004
-----------------------   Officer and Director
Kay M. Hoveland           (Principal Executive Officer)



/s/ Daniel A. Cano        Chief Financial Officer (Principal   November 23, 2004
-----------------------   Financial and Accounting Officer)
Daniel A. Cano



/s/ James L. Breeden      Chairman of the Board                November 23, 2004
-----------------------
James L. Breeden


/s/ Rita H. Zwern         Director and Secretary               November 23, 2004
-----------------------
Rita H. Zwern


/s/ Gerald A. Murbach     Director                             November 23, 2004
-----------------------
Gerald A. Murbach


<PAGE>


/s/ Frank G. Nicewicz     Director                             November 23, 2004
-----------------------
Frank G. Nicewicz


/s/ Marilyn T. Owsley     Director                             November 23, 2004
-----------------------
Marilyn T. Owsley


/s/ Robert C. Steinbach   Director                             November 23, 2004
-----------------------
Robert C. Steinbach





<PAGE>



                                  EXHIBIT INDEX


Exhibit Number     Description

      4            Form of Common Stock Certificate*

      5            Opinion of Luse Gorman Pomerenk & Schick, A Professional
                   Corporation.

      10.1         K-Fed Bancorp 2004 Stock Option Plan**

      10.2         K-Fed Bancorp 2004 Recognition and Retention Plan**

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

      23.2         Consent of McGladrey & Pullen, LLP

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

          *    Incorporated  by  reference  to  Exhibit  4 to  the  Registration
               Statement  on  Form  S-1   (Commission   File  No.   333-111029),
               originally  filed by the Company under the Securities Act of 1933
               with the  Commission on December 9, 2003,  and all  amendments or
               reports filed for the purpose of updating such description.

          **   Incorporated  by  reference  to  the  Company's  Proxy  Statement
               relating to the  Company's  October  26,  2004 annual  meeting of
               stockholders, originally filed by the Company with the Commission
               on September 23, 2004.
[{"type": "S-8", "sequence": "1", "filename": "forms8_112404.txt", "secsgml_size_bytes": 23275}]
{"company-data": {"conformed-name": "K FED BANCORP", "cik": "0001270985", "assigned-sic": "6035", "irs-number": "200411486", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120768", "film-number": "041167530"}, "business-address": {"street1": "1359 N GRAND AVE", "city": "COVINA", "state": "CA", "zip": "91724", "phone": "8888699358"}}
Registration No. 333-______

    As filed with the Securities and Exchange Commission on November 24, 2004

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ____________________

                                  K-Fed Bancorp
             (Exact Name of Registrant as Specified in its Charter)

            Federal                                               20-0411486
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                              1359 N. Grand Avenue
                            Covina, California 91724
                    (Address of Principal Executive Offices)

                                 Kay M. Hoveland
                              1359 N. Grand Avenue
                            Covina, California 91724
                     (Name and Address of Agent for Service)
                              ____________________

                      K-Fed Bancorp 2004 Stock Option Plan
                K-Fed Bancorp 2004 Recognition and Retention Plan
                            (Full Title of the Plans)

                                   Copies to:
           Kay M. Hoveland
President and Chief Executive Officer         Richard S. Garabedian, Esquire
            K-Fed Bancorp                    Luse Gorman Pomerenk & Schick, P.C.
       1359 North Grand Avenue              5335 Wisconsin Ave., N.W., Suite 400
      Covina, California 91724                     Washington, D.C.  20015
           (800) 524-2274                              (202) 274-2000

                              ____________________

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 check the following box. [x]
CALCULATION OF REGISTRATION FEE
====================================================================================================================

         Title of                                     Proposed               Proposed
        Securities                Amount               Maximum                Maximum               Amount of
          to be                   to be            Offering Price            Aggregate            Registration
        Registered            Registered (1)          Per Share           Offering Price               Fee
--------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share                 227,470 (2)          $15.06 (5)             $3,425,698                $434
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 373,600 (3)            $14.50               $5,417,200                $687
--------------------------------------------------------------------------------------------------------------------

Common stock, par value
$0.01 per share                 195,075 (4)          $15.06 (5)             $2,937,830                $372
--------------------------------------------------------------------------------------------------------------------

         Totals                 796,145                                    $11,780,728              $1,493
====================================================================================================================
_________________
(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the K-Fed  Bancorp 2004 Stock Option Plan (the "Stock Option Plan") and the
     K-Fed Bancorp 2004  Recognition  and Retention Plan (the  "Recognition  and
     Retention  Plan") as a result of a stock split,  stock  dividend or similar
     adjustment of the outstanding  common stock of K-Fed Bancorp pursuant to 17
     C.F.R. Section 230.416(a).

(2)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the  Recognition  and  Retention  Plan for shares of common
     stock that have been awarded but not vested and  available for future stock
     grants or awards.

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

(4)  Represents  the number of shares of common  stock  currently  reserved  for
     issuance  under the Stock Option Plan for any future stock option grants or
     awards.

(5)  Determined  by  reference  to the fair market  value of the common stock on
     November 22, 2004, pursuant to 17 C.F.R. Section 230.457(c).
____________________

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. Section
230.462.

PART I.

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

     The documents  containing the  information  specified in Part I of Form S-8
have been or will be sent or given to  participants in the Stock Option Plan and
the Recognition and Retention Plan  (collectively,  the "Plans") as specified by
Rule  428(b)(1)  promulgated  by the  Securities  and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

                                       2
Such  documents  are not being filed with the  Commission,  but  constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

     The following  documents  previously or concurrently filed by K-Fed Bancorp
(the "Company") with the Commission are hereby incorporated by reference in this
Registration Statement:

     a) The  Company's  Annual  Report on Form 10-K for the year  ended June 30,
2004 (Commission File No. 000-50592), filed with the Commission on September 15,
2004,  pursuant to Section  13(a) of the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange Act");

     b) all other  reports  filed by the Company  pursuant  to Section  13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
referred to in (a) above;

     c) The  description  of the  Company's  common  stock,  par value $0.01 per
share,  contained in the Registration Statement on Form 8-A (Commission File No.
000-50592)  filed by the Company with the Commission under the Securities Act on
February  13,  2004,  and all  amendments  or reports  filed for the  purpose of
updating such description.

     All  documents  subsequently  filed  by the  Company  with  the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  registration  statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  registration  statement and the
Annual  Report on Form 10-K 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 Annual Report on Form 10-K.

     The Company shall furnish  without charge to each person to whom the Annual
Report is  delivered,  on the written or oral request of such person,  a copy of
any or all of the documents  incorporated  by reference,  other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated).  Requests should be directed to Kay M.
Hoveland, President and Chief Executive Officer, K-Fed Bancorp, 1359 North Grand
Avenue, Covina, California 91724, telephone number (800) 524-2274.

     All  information  appearing in this  Registration  Statement and the Annual
Report is  qualified  in its  entirety by the  detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

                                       3
Item 6.  Indemnification of Directors and Officers

     Section  545.121  of the  Office of Thrift  Supervision  (OTS)  regulations
provides  indemnification for directors and officers of K-Fed Bancorp.  Although
there  are no  indemnification  provisions  in the  charter  and  bylaws  of the
Registrant,  all the  directors  and  officers of the  Registrant  hold the same
position with K-Fed Bancorp and have  indemnification  under OTS  Regulations as
described below.

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

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

          (i)  Any amount for which that person  becomes liable under a judgment
               in such action; and

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

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

          (i)  Final judgment on the merits is in his or her favor; or

          (ii) In case of:

               a.   Settlement,

               b.   Final judgment against him or her, or

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

     (c) As used in this paragraph:

          (i)  "Action"  means any  judicial or  administrative  proceeding,  or
               threatened  proceeding,  whether civil,  criminal,  or otherwise,
               including any appeal or other proceeding for review;

          (ii) "Court" includes,  without  limitation,  any court to which or in
               which any appeal or any proceeding for review is brought;

          (iii)"Final Judgment" means a judgment,  decree, or order which is not
               appealable  or as to which the period for appeal has expired with
               no appeal taken;

          (iv) "Settlement"  includes  the entry of a  judgment  by  consent  or
               confession or a plea of guilty or of nolo contendere.

                                       4
Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  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,             Exhibit 5
                  A Professional Corporation

     10.1      K-Fed Bancorp 2004 Stock Option Plan                  **

     10.2      K-Fed Bancorp 2004 Recognition and                    **
                  Retention Plan

     23.1      Consent of Luse Gorman Pomerenk &
                  Schick, A Professional Corporation                 Contained in Exhibit 5

     23.2      Consent of McGladrey & Pullen, LLP                    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 (Commission File No. 333-111029),  originally filed by the
          Company  under  the  Securities  Act of 1933  with the  Commission  on
          December 9, 2003,  and all amendments or reports filed for the purpose
          of updating such description.

     **   Filed as exhibits to the  Company's  Proxy  Statement  relating to the
          Company's October 26, 2004 annual meeting of stockholders,  filed with
          the Commission on September 23, 2004, which is incorporated  herein by
          reference.
Item 9.  Undertakings

     The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan  distribution  not previously  disclosed in
this  Registration  Statement or any material change to such information in this
Registration Statement;

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

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

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities  Exchange Act of 1934 (and,  where  applicable,  each
filing of an employee  benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference

                                       5
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       6
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  Covina,  State  of
California, on this 23rd day of November, 2004.

                                           K-FED BANCORP

                                     By:   /s/ Kay M. Hoveland
                                           -------------------------------------
                                           Kay M. Hoveland
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned directors and officers of K-Fed Bancorp (the "Company")
hereby  severally  constitute and appoint Kay M. Hoveland as our true and lawful
attorney  and  agent,  to do any and all  things in our names in the  capacities
indicated  below which said Kay M.  Hoveland may deem  necessary or advisable to
enable the Company to comply  with the  Securities  Act of 1933,  and any rules,
regulations  and  requirements  of the  Securities and Exchange  Commission,  in
connection with the  registration  of common stock  underlying the K-Fed Bancorp
2004  Recognition  and  Retention  Plan and the K-Fed  Bancorp 2004 Stock Option
Plan,  including  specifically,  but not limited to, power and authority to sign
for us in our names in the capacities indicated below the registration statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby  approve,  ratify and confirm all that said Kay M.  Hoveland  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/ Kay M. Hoveland       President, Chief Executive           November 23, 2004
-----------------------   Officer and Director
Kay M. Hoveland           (Principal Executive Officer)

/s/ Daniel A. Cano        Chief Financial Officer (Principal   November 23, 2004
-----------------------   Financial and Accounting Officer)
Daniel A. Cano

/s/ James L. Breeden      Chairman of the Board                November 23, 2004
-----------------------
James L. Breeden

/s/ Rita H. Zwern         Director and Secretary               November 23, 2004
-----------------------
Rita H. Zwern

/s/ Gerald A. Murbach     Director                             November 23, 2004
-----------------------
Gerald A. Murbach
/s/ Frank G. Nicewicz     Director                             November 23, 2004
-----------------------
Frank G. Nicewicz

/s/ Marilyn T. Owsley     Director                             November 23, 2004
-----------------------
Marilyn T. Owsley

/s/ Robert C. Steinbach   Director                             November 23, 2004
-----------------------
Robert C. Steinbach
EXHIBIT INDEX

Exhibit Number     Description

      4            Form of Common Stock Certificate*

      5            Opinion of Luse Gorman Pomerenk & Schick, A Professional
                   Corporation.

      10.1         K-Fed Bancorp 2004 Stock Option Plan**

      10.2         K-Fed Bancorp 2004 Recognition and Retention Plan**

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

      23.2         Consent of McGladrey & Pullen, LLP

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

          *    Incorporated  by  reference  to  Exhibit  4 to  the  Registration
               Statement  on  Form  S-1   (Commission   File  No.   333-111029),
               originally  filed by the Company under the Securities Act of 1933
               with the  Commission on December 9, 2003,  and all  amendments or
               reports filed for the purpose of updating such description.

          **   Incorporated  by  reference  to  the  Company's  Proxy  Statement
               relating to the  Company's  October  26,  2004 annual  meeting of
               stockholders, originally filed by the Company with the Commission
               on September 23, 2004.