As filed with the Securities and Exchange Commission on June 28, 1996.
                                        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 87031
                                  505) 722-4361
                    (Address of principal executive offices)

                               GFSB Bancorp, Inc.
                             1995 Stock Option Plan
                           ---------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                (202) 434-4660
            (Name, address and telephone number of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

===============================================================================
                                    Proposed

Title of                          Proposed          Maximum          Amount of
Securities to     Amount to    Maximum Offering Aggregate Offering Registration
be Registered   be Registered  Price Per Unit      Price (2)          Fee (2)

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

Common Stock
$.10 par value     94,875(1)           (2)         $1,168,546.24        $402.95
===============================================================================

(1)  The maximum  number of shares of common  stock  issuable  upon  exercise of
     options  granted or to be granted under the GFSB  Bancorp,  Inc. 1995 Stock
     Option Plan consists of 94,875 shares which are being registered under this
     Registration Statement and for which a registration fee is being paid.

(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.  94,875  shares are being  registered  hereby,  of which  56,362
     shares  are  under  option  at an  exercise  price  of  $13.875  per  share
     ($641,399.56 in the aggregate). The remainder of such shares, which are not
     presently  subject to options (38,513  shares),  are being registered based
     upon the mean  between the closing bid and ask price of the common stock of
     GFSB Bancorp,  Inc. as reported on the Nasdaq  SmallCap  System on June 24,
     1996,  of $13.6875 per share  ($527,146.68  in the  aggregate)  for a total
     offering of $1,168,546.24.

      Under Rule 462 of the 1933 Act,  the  Registration  Statement  on Form S-8
      shall be effective upon filing with the Commission.

<PAGE>

** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.**

PROSPECTUS

                                94,875 Shares

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

                              GFSB Bancorp, Inc.
                                 COMMON STOCK
                          (Par Value $.10 Per Share)

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

                              GFSB Bancorp, Inc.

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

                            1995 STOCK OPTION PLAN

      This Prospectus  relates to 94,875 shares of common stock,  par value $.10
per share (the  "Common  Stock"),  of GFSB  Bancorp,  Inc.  (the  "Company"),  a
Delaware  corporation  which is the parent  savings and loan holding  company of
Gallup Federal Savings Bank (the "Savings Bank"),  which may be issued from time
to time by the  Company to  holders  of options  granted or to be granted by the
Company to selected officers, directors, key employees, and other persons of the
Company and any  subsidiary of the Company  pursuant to the GFSB  Bancorp,  Inc.
1995 Stock Option Plan (the "Plan"). Holders of options granted or to be granted
under the Plan (the "Options") are referred to herein as "Optionees." Each offer
made under the Plan pursuant to this  Prospectus is made at the price and on the
terms and  conditions  contained  in the stock  option  agreements  entered into
between the Company and each Optionee.

      This Prospectus is for use as of the date hereof and in subsequent  years.
Information  which is  likely to change  from year to year will be  included  in
appendices to this Prospectus.

      The issued and  outstanding  Common  Stock of the Company is traded in the
over-the-counter   market,   and  transactions  are  reported  on  the  National
Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") in
the SmallCap under the symbol "GUPB." Shares of Common Stock which may be issued
upon exercise of options  granted or to be granted under the Plan,  will also be
traded in  over-the-counter  market.  On June 24, 1996 the last  reported  sales
price of the Common Stock on the Nasdaq System was $13.875 per share.

- --------------------------------------------------------------------------------
THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------

                  The date of this Prospectus is June 28, 1996

<PAGE>

      No  person  has been  authorized  to give any  information  or to make any
representation  not contained in this  Prospectus,  and, if given or made,  such
information or representation  must not be relied upon as having been authorized
by the  Company.  This  Prospectus  does  not  constitute  an offer to sell or a
solicitation  of an offer to buy any  securities  other  than the  Common  Stock
offered by this  Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any  jurisdiction  to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this  Prospectus nor any sale made  hereunder  shall,  under any  circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company  or that the  information  contained  herein is  correct  as of any time
subsequent to the date hereof.

<PAGE>

                               TABLE OF CONTENTS

                              GFSB Bancorp, Inc.
                            1995 Stock Option Plan

                                                                     Page

General Plan Information                                                1

Administration                                                          2

Purpose                                                                 2

Securities to be Offered                                                2

Eligibility to Participate in Plan                                      2

Purchases of Securities Pursuant to the Plan
 and Payment for Securities Offered                                     3

  Term of the Plan                                                      3
  Stock Option Agreements                                               3
  Option Price                                                          3
  Limitations on Grant of Options                                       4
  Option Period                                                         4
  Non-transferability                                                   4
  Conditions of Exercise                                                4
  Payment for Options                                                   5
  Cashless Exercise                                                     5
  Issuance of Common Stock                                              5
  Options Granted to Directors                                          5

Recapitalization, Merger, Consolidation, Change in
 Control and Similar Transactions                                       6

Amendment and Termination of the Plan                                   7

Restrictions on Resale                                                  7

Federal Income Tax Consequences                                         8

Annual Report to Shareholders                                           8

Additional Information                                                  8

Legal Opinion                                                           9

Appendix A                                                              A-1
  Administration                                                        A-1
  Number of Shares Subject to Plan                                      A-1
  Participation in the Plan                                             A-1
  Outstanding Awards                                                    A-1

<PAGE>

                              GFSB Bancorp, Inc.
                            1995 Stock Option Plan

General Plan Information

      This  Prospectus  relates to 94,875  shares of the common  stock  ("Common
Stock"), par value $.10 per share, of GFSB Bancorp, Inc. (the "Company"),  which
will be offered upon exercise of options granted or to be granted under the GFSB
Bancorp, Inc. 1995 Stock Option Plan (the "Plan").

      The  Company was formed  under the laws of the State of  Delaware  for the
purpose of  becoming a savings  and loan  holding  company and became the parent
corporation  of Gallup  Federal  Savings Bank (the  "Savings  Bank") on June 29,
1995,  at which time the Company  acquired all of the shares of capital stock of
the Savings Bank. The Board of Directors of the Company  adopted the Plan at its
meeting on January 5, 1996. The Plan was approved by stockholders of the Company
at the Annual Meeting of Stockholders on January 5, 1996 (the "Effective Date").
The Plan is to continue  in effect for a period of ten years from the  Effective
Date  (i.e.,  January 4, 2006),  unless  earlier  terminated  or extended by the
Company.

      Pursuant to the Plan,  94,875  shares of Common  Stock were  reserved  for
issuance  by the  Company  upon  exercise  of  Incentive  Stock  Options  and/or
Non-Incentive  Stock  Options  (collectively  referred  to herein as  "Options")
awarded to officers,  directors,  key employees and other persons of the Company
and any parent and subsidiary  corporations.  Options granted under the Plan may
be  Incentive  Stock  Options  within the meaning of Section 422 of the Internal
Revenue  Code of 1986,  as amended  (the  "Code") or options  not so  qualifying
("Non-Incentive Stock Option").

      Subject to certain limitations,  no gain or loss is recognized for federal
income tax purposes by the recipient of Options (the "Optionee")  under the Plan
upon  the  exercise  of an  Incentive  Stock  Option,  and no tax  deduction  is
available  to the Company as a result of the  exercise.  Upon the  exercise of a
Non-Incentive Stock Option, the Optionee generally recognizes ordinary income to
the extent that the  exercise  price is less than the fair  market  value of the
Common  Stock on the date of  exercise.  The  Company is  entitled  to a federal
income tax deduction  equal to the amount of ordinary  income  recognized by the
Optionee  at the  time of such  income  recognition.  See  "Federal  Income  Tax
Consequences."

      The  Plan is not  qualified  under  Section  401(a)  of the Code and it is
exempt from the  provisions of the Employee  Retirement  Income  Security Act of
1974, as amended.

      The statements  herein concerning the terms and provisions of the Plan are
summaries and do not purport to be complete.  All such  statements are qualified
in their entirety by reference to the full text of the Plan document as filed as
Exhibit 4.1 to the Registration Statement of which this Prospectus is a part.

      Additional updating and other information with respect to the Plan and the
Common Stock offered  hereby may be provided in the future to Optionees by means
of  one or  more  supplements  or  appendices  to  this  Prospectus.  Additional
information about the Plan (including a copy of the Plan), plan  administration,
and the Company may be obtained at the Company's  principal  offices,  which are
located at 221 Aztec Avenue,  Gallup, New Mexico 87031. The Company's  telephone
number is (505) 722-4361.

                                      1

<PAGE>

Administration

      The  Plan  is  administered  by a  committee  of the  Company's  Board  of
Directors (the  "Committee").  The Plan provides that the Committee will consist
of not less than three non-employee directors of the Company. The members of the
Committee  are  appointed  by the Board and serve at the  pleasure of the Board.
Members of the  Committee  shall be  "disinterested"  within the meaning of Rule
16b-3  promulgated  under Rule 16(b) of the Securities  Exchange Act of 1934, as
amended (the "1934 Act"). A majority of the entire  Committee shall constitute a
quorum,  and the action of a majority of the  members  present at any meeting at
which a quorum is present shall be deemed the action of the Committee.

      Subject to the express  provisions of the Plan and resolutions  adopted by
the Board,  the  Committee  has  authority to interpret  the Plan, to prescribe,
amend,  and  rescind  the rules and  regulations  relating  to the Plan,  and to
determine  the form and  content  of  Options  to be issued  under the Plan.  In
addition,  the Committee is authorized to make all other  determinations  deemed
necessary or advisable for the administration of the Plan and shall have and may
exercise  such other power and such  authority  as may be delegated to it by the
Board from time to time. All decisions,  determinations,  and interpretations of
the Committee shall be final and conclusive to all persons affected thereby.

      Additional  information  about the Plan and the  Committee may be obtained
from the  Company at the  address of the  Company  listed  under  "General  Plan
Information."  For  a  list  of  the  current  members  of  the  Committee,  see
"Administration" at Appendix A.

Purpose

      The  purpose of the Plan is to promote  the  interests  of the  Company by
attracting  and  retaining  the  best  available   personnel  for  positions  of
substantial responsibility to serve as officers, directors, and key employees of
the Company and to provide additional incentive to such officers, directors, and
key employees of the Company to promote the success of the Company's business.

Securities to be Offered

      The  aggregate  number  of  shares  of  Common  Stock  which may be issued
pursuant to Options  granted or to be granted  under the Plan is 94,875  shares,
subject to certain  adjustments  for  changes in the  capital  structure  of the
Company,  as described  below.  See  "Recapitalization,  Merger,  Consolidation,
Change in Control and  Similar  Transactions."  Any shares  subject to an Option
under  the  Plan  which  expire  or are  terminated  unexercised  will  again be
available for issuance under the Plan.

Eligibility to Participate in Plan

      Options  to  purchase  Common  Stock  under  the  Plan may be  awarded  to
officers,  directors,  key  employees,  and other  persons of the  Company,  the
Savings  Bank,  and any  present or future  parent or  subsidiary  corporations.
Incentive  Stock  Options may only be granted to employees  of the Company,  the
Savings Bank, and any of their parent or subsidiary  corporations.  In selecting
participants under the Plan (the  "Participants")  and in determining the number
of Options to be granted to each  Participant,  the  Committee  may consider the
nature of the services rendered by each Participant,  each Participant's current
and  potential  contribution  to the  Company,  and such  other  factors  as the
Committee, in its sole discretion, shall deem relevant. In no event shall shares
subject to Options granted to non-employee

                                      2

<PAGE>

directors  in the  aggregate  under the Plan  exceed 30% of the total  number of
shares  authorized  for delivery  under the Plan.  See  "Purchases of Securities
Pursuant  to the Plan and Payment for  Securities  Offered - Options  Granted to
Directors."

      For  a  description  of  the  number  of  persons  currently  eligible  to
participate in the Plan and the number of persons actually  participating in the
Plan, see "Participation in the Plan" at Appendix A.

Purchases of Securities Pursuant to the Plan and Payment for Securities Offered

      Term of the Plan.  The Plan was  effective  January  5,  1996,  and unless
previously  terminated,  the Plan  shall  continue  in effect  for a term of ten
years,  after which no further awards may be granted.  The future  expiration of
the Plan, or its termination by the Board, will not affect any Option previously
granted.  Notwithstanding the forgoing, the granting of Incentive Stock Options,
in order to qualify as such under the Code,  shall not be made  beyond ten years
after the date of adoption of the Plan by the Company.

      Stock Option Agreements.  The Options granted under the Plan are evidenced
by stock option agreements (the "Option  Agreements")  substantially in the form
of the Option  Agreements  filed as exhibits to the  Registration  Statement  of
which this  Prospectus  is a part.  Each  Option  Agreement,  and any  amendment
thereto,  will contain terms and conditions  consistent with the requirements of
the  Plan  as  the  Committee  shall  determine.  The  Option  Agreements  shall
constitute the only form of reports which  Participants shall receive related to
the status of Options granted or which are exercisable under the Plan.

      The Plan provides that the Board of Directors of the Company may authorize
the  Committee  to direct  the  execution  of an  instrument  providing  for the
modification  of any  outstanding  Option,  provided that no such  modification,
extension or renewal  shall  confer on the  Optionee any right or benefit  which
could not be conferred by the grant of a new Option at such time,  and shall not
materially  decrease  the  Optionee's  benefits  under the  Option  without  the
Optionee's  consent,  except as  provided  under  Section 18 of the Plan,  which
permits modification of the Plan. See "Amendment and Termination of the Plan."

      Option Price.  The exercise price for the purchase of shares subject to an
Incentive  Stock  Option at the date of grant  may not be less than 100  percent
(100%) of the fair market  value of the shares  covered by the  Incentive  Stock
Option on that date. If an Optionee owns Common Stock representing more than ten
percent of the outstanding Common Stock at the time an Incentive Stock Option is
granted,  then the Option Price shall not be less than 110 percent (110%) of the
fair market value of the Common Stock at the time the Incentive  Stock Option is
granted. No more than $100,000 of Incentive Stock Options can become exercisable
for the first time in any one year for any one person. Pursuant to the Plan, the
exercise price per share for  Non-Incentive  Stock Options shall be the price as
determined by the  Committee,  but in no event less than the market price of the
Common Stock on the date of grant. See "Options Granted to Directors" below. The
exercise  price of Options  must be paid for in full in cash or shares of Common
Stock, or a combination of both.

      If the Common  Stock is listed on a national  securities  exchange  at the
time of granting an  Incentive  Stock  Option or a  Non-Incentive  Stock  Option
awarded  pursuant to the Plan,  then the  exercise  price per share shall be not
less than the average of the highest and lowest  selling  price on such exchange
on the date such Option is granted; or if there were no sales on said date, then
the price  shall be not less than the mean  between  the bid and asked  price on
such date. If the Common Stock is traded otherwise

                                      3

<PAGE>

than on a national securities exchange at the time of the granting of an Option,
then the  exercise  price per share shall be not less than the mean  between the
bid and asked price on the date the Option is granted or, if there is no bid and
asked price on said date, then on the next prior business day on which there was
a bid and asked  price.  If no such bid and asked price is  available,  then the
exercise price per share shall be determined by the Committee in good faith.

      Limitations on Grant of Options. Except as may be specifically provided by
the terms of the Plan, the granting of Options is made at the sole discretion of
the Committee.  Further, the aggregate Fair Market Value of the Common Stock for
which an employee may be granted  Options which become first  exercisable in any
calendar year may not exceed $100,000. Notwithstanding the foregoing limitation,
the  Committee  may grant  Options in excess of this  limitation,  provided said
Options are clearly and  specifically  designated as not being  Incentive  Stock
Options, as defined in Section 422 of the Code.

      Option Period.  The term of  exercisability of an Option granted under the
Plan shall be  established  by the  Committee,  but may not be for more than ten
years from the date of grant of the  Option,  except in the case of an  Optionee
who owns stock representing more than 10% of the Common Stock outstanding at the
time an  Incentive  Stock  Option is granted,  the term of the  Incentive  Stock
Option  shall not exceed  five years  from the date of the  grant.  In  general,
Options will not be exercisable  after the expiration of their term as set forth
in the Plan and/or the Option Agreement.

      In the  event  that an  Optionee  ceases  to serve as an  employee  of the
Company for any reason other than  permanent and total  disability or death,  an
exercisable Incentive Stock Option will generally continue to be exercisable for
three  months but in no event after the  expiration  date of the Option.  In the
event of the permanent and total  disability or death of an Optionee during such
service,  an exercisable  Incentive Stock Option will continue to be exercisable
for one year in the case of  disability  and two years in the case of death,  to
the extent exercisable by the Optionee immediately prior to his or her permanent
and total disability or death, but in no event after the expiration date of such
Options. The terms and conditions of Non-Incentive Stock Options relating to the
impact  of  an  Optionee's  termination  of  employment,   permanent  and  total
disability  or  death  shall  be  such  terms  as the  Committee,  in  its  sole
discretion,  shall  determine  at the time of the grant of such  Options  in the
Option Agreement or upon termination, permanent and total disability, or death.

      Under  the  Plan,  the  Committee's  determination  regarding  whether  an
Optionee's  employment has ceased, and the effective date thereof shall be final
and  conclusive  on all  persons  affected  thereby.  A total of six months must
elapse between the date of grant of an Option and the date of the sale of Common
Stock received through the exercise of such Option.

     Non-transferability. No Option granted under the Plan is transferable other
than by will or the laws of descent and distribution.

      Conditions of Exercise.  Options may be exercised  only during the periods
specified in the Plan or the Option Agreement,  certain  information as to which
is provided above (see "Option Period"). Except as described above and as may be
limited  by an  Option  Agreement,  there is no  limitation  upon the  number of
Options that may be exercised in any one year,  and Options not exercised in any
one year may be exercised in subsequent  years over the term of the Option.  The
Committee  may impose  additional  conditions  upon the rights of an Optionee to
exercise any Option which are not  inconsistent  with the terms of the Plan, and
in the case of Incentive Stock Options,  not inconsistent  with the requirements
for qualification under Section 422 of the Code. Incentive Stock Options will be
first

                                      4

<PAGE>

exercisable  at the rate of 20%  following  one year after the date of grant and
20% annually thereafter,  provided such individual remains an employee; however,
the  exercisability  of such Options  shall be  accelerated  in the event of the
death or permanent and total disability of the Optionee,  or a change in control
in accordance with the Plan. Such Options will remain  exercisable for up to ten
years from the date of grant.

      Payment for Options. Under the Plan, full payment for each share of Common
Stock  purchased  upon the  exercise of any Option  shall be made at the time of
exercise  of such Option and shall be paid in cash (in United  States  dollars),
Common Stock,  or a combination of cash and Common Stock.  Common Stock utilized
in full or partial  payment of the  exercise  price  shall be valued at its fair
market value at the date of exercise.  The Company  shall accept full or partial
payment in Common  Stock only to the extent  permitted  by  applicable  law.  No
shares of Common Stock shall be issued  until full payment has been  received by
the Company,  and no Optionee  shall have any of the rights of a shareholder  of
the Company until the shares of Common Stock are issued to him or her.

      Cashless  Exercise.  An  Optionee  who has held an Option for at least six
months  may  engage in the  "cashless  exercise"  of the  Option.  In a cashless
exercise,  an Optionee  gives the Company  written notice of the exercise of the
Option together with an order to a registered  broker-dealer or equivalent third
party,  to sell part or all of the Optioned  Stock and to deliver  enough of the
proceeds to the Company to pay the Option price and any  applicable  withholding
taxes.  If the Optionee  does not sell the Optioned  Stock  through a registered
broker-dealer  or equivalent third party, he can give the Company written notice
of the  exercise of the Option and the third  party  purchaser  of the  Optioned
Stock shall pay the Option price plus any  applicable  withholding  taxes to the
Company.

      Issuance of Common  Stock.  Shares  issued to Optionees  upon  exercise of
Options  shall be either newly issued  shares of the Company or treasury  shares
purchased  in the market,  at the  Company's  discretion.  In either  case,  the
Optionee shall not pay any fees,  commissions,  or other charges for such Common
Stock  other than the  exercise  price as stated in the Option  Agreement.  Cash
proceeds  from the sale of Common  Stock  issued  pursuant  to the  exercise  of
Options will be added to the general funds of the Company to be used for general
corporate  purposes.  Shares of Common Stock shall not be issued with respect to
any Option  granted  under the Plan  unless the  issuance  and  delivery of such
Common  Stock  shall  comply with all  relevant  provisions  of law,  including,
without limitation, the Securities Act of 1933, as amended (the "1933 Act"), the
rules and regulations  promulgated  thereunder,  any applicable state securities
law, and the  requirements of any stock exchange upon which the Common Stock may
then be listed.

      Inability of the Company to obtain  approval from any  regulatory  body or
authority  deemed by the  Company or counsel  thereto  to be  necessary  for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability in respect of the non-issuance or sale of such Common Stock. As
a condition  to the  exercise  of an Option,  the Company may require the person
exercising  the Option to make such  representations  and  warranties  as may be
necessary  to  assure  the  availability  of an  exemption  from any  additional
registration requirements of federal or state securities laws.

      Options  Granted to  Directors.  Non-Incentive  Stock  Options to purchase
4,066  shares of Common Stock will be granted to each  non-employee  director of
the Company as of the  Effective  Date,  at an exercise  price equal to the fair
market  value of the Common  Stock on such date of grant.  The  Options  will be
exercisable  at the rate of 20%  following  one year after the date of grant and
20%

                                      5

<PAGE>

annually  thereafter,  during  periods of  continued  service  as a director  or
director  emeritus.  Thereafter,  such Options shall remain  exercisable for ten
years  from the date of  grant.  The  exercisability  of such  Options  shall be
accelerated  only in the event of death or the permanent and total disability of
the Optionee,  or a change in control in accordance  with the Plan. In the event
of  such  directors'  death,  such  Options  may be  exercised  by the  personal
representative  of his estate or person(s) to whom his rights under such Options
shall  have  passed  by  will or by laws of  descent  and  distribution.  Unless
otherwise  inapplicable,  or inconsistent with the provisions of this paragraph,
the Options to be granted to directors  hereunder  shall be subject to all other
provisions of the Plan.

Recapitalization,   Merger,  Consolidation,   Change  in  Control,  and  Similar
Transactions

      Subject to any required action by the shareholders of the Company,  within
the sole discretion of the Committee,  the aggregate  number of shares of Common
Stock for which Options may be granted  under the Plan,  the number of shares of
Common Stock covered by each outstanding Option and the exercise price per share
of  Common  Stock of each  Option  shall  be  proportionately  adjusted  for any
increase or decrease  in the number of issued and  outstanding  shares of Common
Stock resulting from a subdivision or  consolidation of shares or the payment of
a stock  dividend on the Common  Stock or any other  increase or decrease in the
number  of  such  shares  of  Common  Stock   effected   without  a  receipt  of
consideration   by  the  Company  (other  than  by  shares  held  by  dissenting
stockholders).

      In  the  event  of  any  change  in  control,  recapitalization,   merger,
consolidation,  exchange  of shares,  spin-off,  reorganization,  tender  offer,
liquidation, or other extraordinary corporate action, the Committee, in its sole
discretion,  shall  have the power,  prior to or  subsequent  to such  action or
events, to (i) appropriately adjust the number of shares of Common Stock subject
to  each  Option,  the  exercise  price  per  share  of  Common  Stock,  and the
consideration  to be given or received by the Company  upon the  exercise of any
outstanding  Options;  (ii)  cancel  any  or  all  previously  granted  Options,
providing that  appropriate  consideration is paid to the Optionee in connection
therewith;  and/or (iii) make such other adjustments in connection with the Plan
as  the  Committee,  in  its  sole  discretion,   deems  necessary,   desirable,
appropriate,  or  advisable.  However,  no action may be taken by the  Committee
which would cause Incentive  Stock Options granted  pursuant to the Plan to fail
to meet the requirements of Section 422 of the Code.

      The Committee  has at all times the power to accelerate  the exercise date
of all Options granted under the Plan; provided,  however, the exercisability of
such Options may be accelerated only in the event of death,  permanent and total
disability, or change in control in accordance with the Plan. In the case of any
change in control of the Company as determined by the Committee, all outstanding
options shall become immediately exercisable.  A change in control is defined in
the  Plan as:  (i) the  execution  of an  agreement  for the  sale of all,  or a
material  portion,  of the  assets  of the  Company;  (ii) the  execution  of an
agreement  for  merger  or  recapitalization  whereby  the  Company  is not  the
surviving entity;  (iii) a change of control of the Company as otherwise defined
by the Office of Thrift  Supervision  ("OTS") or its  regulations;  and (iv) the
acquisition,  directly or indirectly,  of the beneficial  ownership  (within the
meaning of Section 13(d) of the 1934 Act and rules and  regulations  promulgated
thereunder) of 25% or more of the outstanding  voting  securities of the Company
by any person,  trust,  entity or group.  This  limitation  shall not apply to a
transaction in which the purchase of shares by underwriters in connection with a
public  offering of Common Stock,  or the purchase of shares of up to 25% of any
class of securities  of the Company by a  tax-qualified  employee  stock benefit
plan. The  determination  of the Committee as to whether a change in control has
occurred shall be conclusive and binding.

                                      6

<PAGE>

Amendment and Termination of the Plan

      The Board of Directors may alter, suspend, or discontinue the Plan, except
that no action of the Board may increase the maximum number of shares  permitted
to be optioned  under the Plan,  materially  increase the  benefits  accruing to
Participants   under  the  Plan  or  materially   modify  the  requirements  for
eligibility for  participation in the Plan unless such action of the Board shall
be subject to approval  or  ratification  by the  shareholders  of the  Company.
Unless otherwise  terminated by the Board of Directors,  the Plan shall continue
in effect for a term of ten years from the Effective Date, after which no future
awards of Options may be granted.

Restrictions on Resale

      Unless specifically  included as a term and condition of any Option, there
are no  restrictions on the resale of Common Stock acquired upon the exercise of
Options.  The Plan  permits  the  Committee  to  provide as a  condition  to the
exercise of an Option that the shares acquired upon the exercise of such Options
may be subject to a "Right of  Repurchase"  by the  Company.  At this time,  the
Company has no intention to grant Options subject to such "Right of Repurchase."
Such shares of Common Stock,  however, may be resold only in compliance with the
registration requirements of the 1933 Act, and applicable state securities laws.

      Under the 1933 Act,  affiliates of the Company generally may resell shares
of Common Stock  purchased  pursuant to the Plan only (i) in accordance with the
provisions  of Rule 144 under the 1933 Act, or (ii)  pursuant  to an  applicable
current and effective registration statement under the 1933 Act.

      As defined in Rule 405 under the 1933 Act, an  affiliate of the Company is
a  person  who  directly,  or  indirectly  through  one or more  intermediaries,
controls,  or is controlled by, or is under common control with the Company. The
determination  of whether a person is an affiliate of the Company is primarily a
factual  one  based  upon  whether  he   possesses,   directly  or   indirectly,
individually  or in  concert  with  others,  the  power to  direct  or cause the
direction  of the  management  or policies of the Company,  whether  through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or  otherwise.  Therefore,  each  Optionee  should  consult his counsel
concerning  whether  he is  an  affiliate  of  the  Company  and  the  attendant
restrictions on the resale under the 1933 Act of Common Stock acquired  pursuant
to the Plan.

      In  addition,  the  receipt of an Option to  purchase  Common  Stock by an
officer or director of the Company,  or the  beneficial  owner of 10% or more of
the outstanding  Common Stock, is a reportable  transaction  under Section 16 of
the 1934 Act, and Forms 3, 4, or 5 are required to be filed with the  Securities
and Exchange  Commission in  connection  with such  transaction.  The sale by an
officer,  director,  or 10% holder of Common Stock issued upon an exercise of an
Option  within six months after the receipt of such Option may create  liability
of such persons to the Company  under the  "short-swing  profit"  provisions  of
Section 16(b) of the 1934 Act.

Federal Income Tax Consequences

      Under  present  federal  tax  laws,  awards  under  the Plan will have the
following consequences:

      1.       The grant of  an  Option  will  not  by  itself   result  in  the
               recognition  of taxable  income to the  Optionee  nor entitle the
               Company to a deduction at the time of such grant.

                                      7

<PAGE>

      2.       The  exercise  of an Option which is an "Incentive  Stock Option"
               within the meaning of Section 422 of the Code generally will not,
               by itself,  result in the  recognition  of taxable  income to the
               Optionee  nor entitle  the Company to a deduction  at the time of
               such exercise. However, the difference between the exercise price
               and the fair  market  value of the  Option  shares on the date of
               exercise  is an item of tax  preference  which  may,  in  certain
               situations, trigger the alternative minimum tax for the Optionee.
               The Optionee will  recognize  capital gain or loss upon resale of
               the shares received upon such exercise, provided that such shares
               are held for at least one year after the Option  exercise  or two
               years  after  the  grant  of  the  Option,  whichever  is  later.
               Generally,  if the  shares  are not  held for  that  period,  the
               Optionee will recognize  ordinary  income upon  disposition in an
               amount equal to the difference between the exercise price and the
               fair market value on the date of exercise, or, if less, the sales
               proceeds of the shares acquired  pursuant to the exercise of such
               Option.

      3.       The  exercise of a  Non-Incentive Stock Option will result in the
               recognition  of  ordinary  income by the  Optionee on the date of
               exercise  in an  amount  equal  to  the  difference  between  the
               exercise  price  and  the  fair  market  value,  on the  date  of
               exercise, of the shares acquired pursuant to the exercise of such
               Option.

      4.       The  Company  will be allowed a tax  deduction  for  federal  tax
               purposes equal to the amount of ordinary income  recognized by an
               Optionee at the time the Optionee recognizes such ordinary income
               under either an Incentive  Stock Option or a Non- Incentive Stock
               Option .

      The  foregoing  provides  a general  summary  of the  federal  income  tax
consequences  applicable to Optionees  under the Plan. Each Optionee is urged to
consult his or her own tax advisor for information  regarding applicable federal
and state tax consequences.

Annual Report to Shareholders

      The Company's financial  statements for the period ended June 30, 1995, as
contained  in the  Company's  Form 10-KSB are  incorporated  by reference in the
Registration  Statement to which this  Prospectus is a part. In the future,  the
Company's latest Annual Report to Stockholders,  including financial statements,
will be mailed to all stockholders of record as of the close of business on such
record  date.  Any person  wishing  to  receive a copy of the  Annual  Report to
Stockholders  may obtain a copy by writing  the Company at the address set forth
below under "Additional Information."

Additional Information

      Additional  updating  information with respect to the Common Stock and the
Plan covered herein may be provided in the future to Participants under the Plan
by means of  appendices  to this  Prospectus.  The nature and  frequency  of any
reports to be made to Participants as to their participation in the Plan will be
determined by the Committee.

      The Company upon written or oral request,  will provide  without charge to
any person to whom this  Prospectus is delivered:  a copy of the Plan, a copy of
its latest Annual Report to Stockholders  (when available) and a copy of any and
all of the documents that have been  incorporated by reference in Item 3 of Part
II of the  Registration  Statement of which this  Prospectus is a part, and that
such documents are

                                      8

<PAGE>

deemed  incorporated  by  reference in this 1933 Act Section  10(a)  Prospectus.
Further,  other documents  required to be delivered to Participants as specified
in Item 9 of Part II of the  Registration  Statement are available upon request.
Any such  request  can be oral or in  writing  and  should be  addressed  to the
Corporate   Secretary,   221  Aztec  Avenue,   Gallup,  New  Mexico  87031.  The
Registrant's telephone number is (505) 722-4361.

Legal Opinion

      The validity of the Common Stock offered hereby has been passed on for the
Company by Malizia,  Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite 700
East, Washington, D.C. 20005.


                                      9

<PAGE>

                                   APPENDIX A

                        ADDITIONAL INFORMATION CONCERNING
                                       THE
                               GFSB BANCORP, INC.
                             1995 STOCK OPTION PLAN
                              (As of June 28, 1996)

Administration

      The Board has appointed a committee of  non-employee  directors as members
of the Committee  responsible for administration of the GFSB Bancorp,  Inc. 1995
Stock Option Plan (the "Plan").  Grants of Options may be made under the Plan by
the  Committee.  Non-discretionary  awards under the terms of the Plan have been
made to members of the Board.

Number of Shares Subject to Plan

      On January 5, 1996,  Options  covering  56,362 shares of Common Stock were
outstanding, which were granted at an exercise price of $13.875 per share. As of
the date of this Appendix A, 38,513 shares of Common Stock remain issuable under
the Plan,  which  provides  for the  issuance  of Options  for a total of 94,875
shares of Common Stock.

Participation in the Plan

      As of January 5, 1996, the Company and its  subsidiaries  had 10 employees
who, in the opinion of the Company's management,  are eligible to participate in
the Plan. Of such persons,  as of January 5, 1996,  five executive  officers had
Incentive  Stock Options to purchase  19,000  shares of Common Stock.  As of the
same date, six non-executive  officers and employees had Incentive Stock Options
to purchase  6,000 shares of Common  Stock.  Additionally,  Non-Incentive  Stock
Options to purchase 28,462 shares of Common Stock, in the aggregate were held by
seven (7) non-employee members of the Board of GFSB Bancorp, Inc.

Outstanding Awards

      The following table presents  information  with respect to the outstanding
Options under the Plan as of the date of this Appendix A.
<TABLE>
<CAPTION>

                        Number of Shares Presently  Number of Persons  Exercise Price
      Grant Date            Subject to Options        Holding Awards      Per Share
- ----------------------- --------------------------  -----------------  --------------
<S>     <C>                     <C>                        <C>            <C>    
January 5, 1996                 56,362                     20             $13.875

Total Awards Outstanding        56,362                     20             $13.875
</TABLE>




                                    A-1

<PAGE>

                                    PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

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

            The following  documents filed with the Commission are  incorporated
by reference in this Registration Statement and the Prospectus constituting Part
I of this Registration Statement:

     (1) The Company's  Registration  Statement on Form S-1 (No. 33-90400) filed
with the Commission on March 15, 1995 and amendments thereto;

     (2) The Company's  Annual  Reports on Form 10-KSB filed with the Commission
for the fiscal year ended June 30, 1995, as filed with the Commission;

     (3) The Company's Definitive Proxy Statement related to the January 5, 1996
Special  Meeting of  Stockholders  as filed with the  Commission  on October 30,
1995;

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

     (5) The Company's  Quarterly  Reports on Form 10-QSB for the periods ending
September  30, 1995,  December 31, 1995,  and March 31, 1996,  as filed with the
Commission; and

     (6)  Information  as to the  Options  which will be  included in the future
either in the Company's proxy statements,  annual reports, or appendices to this
Prospectus.

       All documents filed by the Company  pursuant to Sections 13, 14, or 15(d)
of the 1934 Act  after  the date  hereof  and  prior to the  termination  of the
offering  of the shares of Common  Stock shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  Description of Securities.

       Not applicable.

Item 5.  Interests of Named Experts and Counsel.

       Not applicable.

                                     II-1

<PAGE>

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 The  Fidelity & Deposit  Co. of  Maryland  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.

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;

                                     II-2

<PAGE>

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

          (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 not apply if the
registration  statement  is on Form S-3,  Form S-8 or F-3,  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 Securities  Exchange Act of 1934 that are incorporated by reference
in the 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 offering.

       (b) The undersigned  registrant  hereby  undertakes 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 section 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  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  Securities  Exchange Act of
1934;  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
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 Securities  Act of 1933 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,

                                     II-3

<PAGE>

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  Securities  Act of 1933 Act and will be governed by the final
adjudication of such issue.

                                     II-4

<PAGE>

                                  SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, GFSB Bancorp,
Inc.  certifies that it has  reasonable  grounds to believe that it meets all of
the  requirements  for filing a Registration  Statement 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, on the 28th day of June 1996.

                                        GFSB BANCORP, INC.



                                        By:   /s/ Jerry R. Spurlin
                                              Jerry R. Spurlin
                                              President and
                                              Chief Executive Officer
                                              (Duly Authorized Representative)

<PAGE>

                               POWER OF ATTORNEY

       We, the  undersigned  directors  and officers of GFSB  Bancorp,  Inc., do
hereby  severally  constitute  and  appoint  Jerry R.  Spurlin  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 and on the date indicated.

By: /s/ Jerry R. Spurlin                   By: /s/ Richard C. Kauzlaric
    Jerry R. Spurlin                           Richard C. Kauzlaric
    President, Chief Executive Officer,        Chairman of the Board
    (Principal Executive, Financial and
    Accounting Officer)

Date:  June 28, 1996                       Date: June 28, 1996



By: /s/ James Nechero, Jr.                 By: /s/ George S. Perce
    James Nechero, Jr.                         George S. Perce
    Vice Chairman of the Board                 Director

Date:  June 28, 1996                       Date: June 28, 1996



By: /s/ Vernon I. Hamilton                 By: /s/ Michael T. Mataya
    Vernon I. Hamilton                         Michael T. Mataya
    Director                                   Director

Date:  June 28, 1996                      Date: June 28, 1996



By: /s/ Charles L. Parker, Jr.             By: /s/ Wallace L. Phillips
    Charles L. Parker, Jr.                     Dr. Wallace L. Phillips
    Director                                   Director

Date:  June 28, 1996                       Date: June 28, 1996




<PAGE>

                               INDEX TO EXHIBITS

Exhibit               Description                                    

 4.1       GFSB Bancorp, Inc.                                        
           1995 Stock Option Plan

 4.2       Form of Stock Option Agreement to be entered into with   
           Officers with respect to Incentive Stock Options

 4.3       Form of Stock Option Agreement to be entered into with    
           Directors with respect to Non-Incentive Stock Options

 5.1       Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the 
           validity of the Common Stock being registered

 23.1      Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears  
           in their opinion filed as Exhibit 5.1)

 23.2      Consent of Independent Accountants                        

 24        Reference is made to the Signatures section of this       
           Registration Statement for the Power of Attorney
           contained therein
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 59265}]
{"company-data": {"conformed-name": "GFSB BANCORP INC", "cik": "0000942129", "assigned-sic": "6035", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07131", "film-number": "96588309"}, "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 June 28, 1996.
                                        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 87031
                                  505) 722-4361
                    (Address of principal executive offices)

                               GFSB Bancorp, Inc.
                             1995 Stock Option Plan
                           ---------------------------
                            (Full Title of the Plan)

                               Richard Fisch, Esq.
                      Malizia, Spidi, Sloane & Fisch, P.C.
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                                (202) 434-4660
            (Name, address and telephone number of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

===============================================================================
                                    Proposed

Title of                          Proposed          Maximum          Amount of
Securities to     Amount to    Maximum Offering Aggregate Offering Registration
be Registered   be Registered  Price Per Unit      Price (2)          Fee (2)

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

Common Stock
$.10 par value     94,875(1)           (2)         $1,168,546.24        $402.95
===============================================================================

(1)  The maximum  number of shares of common  stock  issuable  upon  exercise of
     options  granted or to be granted under the GFSB  Bancorp,  Inc. 1995 Stock
     Option Plan consists of 94,875 shares which are being registered under this
     Registration Statement and for which a registration fee is being paid.

(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.  94,875  shares are being  registered  hereby,  of which  56,362
     shares  are  under  option  at an  exercise  price  of  $13.875  per  share
     ($641,399.56 in the aggregate). The remainder of such shares, which are not
     presently  subject to options (38,513  shares),  are being registered based
     upon the mean  between the closing bid and ask price of the common stock of
     GFSB Bancorp,  Inc. as reported on the Nasdaq  SmallCap  System on June 24,
     1996,  of $13.6875 per share  ($527,146.68  in the  aggregate)  for a total
     offering of $1,168,546.24.

      Under Rule 462 of the 1933 Act,  the  Registration  Statement  on Form S-8
      shall be effective upon filing with the Commission.
** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.**

PROSPECTUS

                                94,875 Shares

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

                              GFSB Bancorp, Inc.
                                 COMMON STOCK
                          (Par Value $.10 Per Share)

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

                              GFSB Bancorp, Inc.

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

                            1995 STOCK OPTION PLAN

      This Prospectus  relates to 94,875 shares of common stock,  par value $.10
per share (the  "Common  Stock"),  of GFSB  Bancorp,  Inc.  (the  "Company"),  a
Delaware  corporation  which is the parent  savings and loan holding  company of
Gallup Federal Savings Bank (the "Savings Bank"),  which may be issued from time
to time by the  Company to  holders  of options  granted or to be granted by the
Company to selected officers, directors, key employees, and other persons of the
Company and any  subsidiary of the Company  pursuant to the GFSB  Bancorp,  Inc.
1995 Stock Option Plan (the "Plan"). Holders of options granted or to be granted
under the Plan (the "Options") are referred to herein as "Optionees." Each offer
made under the Plan pursuant to this  Prospectus is made at the price and on the
terms and  conditions  contained  in the stock  option  agreements  entered into
between the Company and each Optionee.

      This Prospectus is for use as of the date hereof and in subsequent  years.
Information  which is  likely to change  from year to year will be  included  in
appendices to this Prospectus.

      The issued and  outstanding  Common  Stock of the Company is traded in the
over-the-counter   market,   and  transactions  are  reported  on  the  National
Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") in
the SmallCap under the symbol "GUPB." Shares of Common Stock which may be issued
upon exercise of options  granted or to be granted under the Plan,  will also be
traded in  over-the-counter  market.  On June 24, 1996 the last  reported  sales
price of the Common Stock on the Nasdaq System was $13.875 per share.

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THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------

                  The date of this Prospectus is June 28, 1996
No  person  has been  authorized  to give any  information  or to make any
representation  not contained in this  Prospectus,  and, if given or made,  such
information or representation  must not be relied upon as having been authorized
by the  Company.  This  Prospectus  does  not  constitute  an offer to sell or a
solicitation  of an offer to buy any  securities  other  than the  Common  Stock
offered by this  Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any  jurisdiction  to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this  Prospectus nor any sale made  hereunder  shall,  under any  circumstances,
create  any  implication  that  there has been no change in the  affairs  of the
Company  or that the  information  contained  herein is  correct  as of any time
subsequent to the date hereof.
TABLE OF CONTENTS

                              GFSB Bancorp, Inc.
                            1995 Stock Option Plan

                                                                     Page

General Plan Information                                                1

Administration                                                          2

Purpose                                                                 2

Securities to be Offered                                                2

Eligibility to Participate in Plan                                      2

Purchases of Securities Pursuant to the Plan
 and Payment for Securities Offered                                     3

  Term of the Plan                                                      3
  Stock Option Agreements                                               3
  Option Price                                                          3
  Limitations on Grant of Options                                       4
  Option Period                                                         4
  Non-transferability                                                   4
  Conditions of Exercise                                                4
  Payment for Options                                                   5
  Cashless Exercise                                                     5
  Issuance of Common Stock                                              5
  Options Granted to Directors                                          5

Recapitalization, Merger, Consolidation, Change in
 Control and Similar Transactions                                       6

Amendment and Termination of the Plan                                   7

Restrictions on Resale                                                  7

Federal Income Tax Consequences                                         8

Annual Report to Shareholders                                           8

Additional Information                                                  8

Legal Opinion                                                           9

Appendix A                                                              A-1
  Administration                                                        A-1
  Number of Shares Subject to Plan                                      A-1
  Participation in the Plan                                             A-1
  Outstanding Awards                                                    A-1
GFSB Bancorp, Inc.
                            1995 Stock Option Plan

General Plan Information

      This  Prospectus  relates to 94,875  shares of the common  stock  ("Common
Stock"), par value $.10 per share, of GFSB Bancorp, Inc. (the "Company"),  which
will be offered upon exercise of options granted or to be granted under the GFSB
Bancorp, Inc. 1995 Stock Option Plan (the "Plan").

      The  Company was formed  under the laws of the State of  Delaware  for the
purpose of  becoming a savings  and loan  holding  company and became the parent
corporation  of Gallup  Federal  Savings Bank (the  "Savings  Bank") on June 29,
1995,  at which time the Company  acquired all of the shares of capital stock of
the Savings Bank. The Board of Directors of the Company  adopted the Plan at its
meeting on January 5, 1996. The Plan was approved by stockholders of the Company
at the Annual Meeting of Stockholders on January 5, 1996 (the "Effective Date").
The Plan is to continue  in effect for a period of ten years from the  Effective
Date  (i.e.,  January 4, 2006),  unless  earlier  terminated  or extended by the
Company.

      Pursuant to the Plan,  94,875  shares of Common  Stock were  reserved  for
issuance  by the  Company  upon  exercise  of  Incentive  Stock  Options  and/or
Non-Incentive  Stock  Options  (collectively  referred  to herein as  "Options")
awarded to officers,  directors,  key employees and other persons of the Company
and any parent and subsidiary  corporations.  Options granted under the Plan may
be  Incentive  Stock  Options  within the meaning of Section 422 of the Internal
Revenue  Code of 1986,  as amended  (the  "Code") or options  not so  qualifying
("Non-Incentive Stock Option").

      Subject to certain limitations,  no gain or loss is recognized for federal
income tax purposes by the recipient of Options (the "Optionee")  under the Plan
upon  the  exercise  of an  Incentive  Stock  Option,  and no tax  deduction  is
available  to the Company as a result of the  exercise.  Upon the  exercise of a
Non-Incentive Stock Option, the Optionee generally recognizes ordinary income to
the extent that the  exercise  price is less than the fair  market  value of the
Common  Stock on the date of  exercise.  The  Company is  entitled  to a federal
income tax deduction  equal to the amount of ordinary  income  recognized by the
Optionee  at the  time of such  income  recognition.  See  "Federal  Income  Tax
Consequences."

      The  Plan is not  qualified  under  Section  401(a)  of the Code and it is
exempt from the  provisions of the Employee  Retirement  Income  Security Act of
1974, as amended.

      The statements  herein concerning the terms and provisions of the Plan are
summaries and do not purport to be complete.  All such  statements are qualified
in their entirety by reference to the full text of the Plan document as filed as
Exhibit 4.1 to the Registration Statement of which this Prospectus is a part.

      Additional updating and other information with respect to the Plan and the
Common Stock offered  hereby may be provided in the future to Optionees by means
of  one or  more  supplements  or  appendices  to  this  Prospectus.  Additional
information about the Plan (including a copy of the Plan), plan  administration,
and the Company may be obtained at the Company's  principal  offices,  which are
located at 221 Aztec Avenue,  Gallup, New Mexico 87031. The Company's  telephone
number is (505) 722-4361.

                                      1
Administration

      The  Plan  is  administered  by a  committee  of the  Company's  Board  of
Directors (the  "Committee").  The Plan provides that the Committee will consist
of not less than three non-employee directors of the Company. The members of the
Committee  are  appointed  by the Board and serve at the  pleasure of the Board.
Members of the  Committee  shall be  "disinterested"  within the meaning of Rule
16b-3  promulgated  under Rule 16(b) of the Securities  Exchange Act of 1934, as
amended (the "1934 Act"). A majority of the entire  Committee shall constitute a
quorum,  and the action of a majority of the  members  present at any meeting at
which a quorum is present shall be deemed the action of the Committee.

      Subject to the express  provisions of the Plan and resolutions  adopted by
the Board,  the  Committee  has  authority to interpret  the Plan, to prescribe,
amend,  and  rescind  the rules and  regulations  relating  to the Plan,  and to
determine  the form and  content  of  Options  to be issued  under the Plan.  In
addition,  the Committee is authorized to make all other  determinations  deemed
necessary or advisable for the administration of the Plan and shall have and may
exercise  such other power and such  authority  as may be delegated to it by the
Board from time to time. All decisions,  determinations,  and interpretations of
the Committee shall be final and conclusive to all persons affected thereby.

      Additional  information  about the Plan and the  Committee may be obtained
from the  Company at the  address of the  Company  listed  under  "General  Plan
Information."  For  a  list  of  the  current  members  of  the  Committee,  see
"Administration" at Appendix A.

Purpose

      The  purpose of the Plan is to promote  the  interests  of the  Company by
attracting  and  retaining  the  best  available   personnel  for  positions  of
substantial responsibility to serve as officers, directors, and key employees of
the Company and to provide additional incentive to such officers, directors, and
key employees of the Company to promote the success of the Company's business.

Securities to be Offered

      The  aggregate  number  of  shares  of  Common  Stock  which may be issued
pursuant to Options  granted or to be granted  under the Plan is 94,875  shares,
subject to certain  adjustments  for  changes in the  capital  structure  of the
Company,  as described  below.  See  "Recapitalization,  Merger,  Consolidation,
Change in Control and  Similar  Transactions."  Any shares  subject to an Option
under  the  Plan  which  expire  or are  terminated  unexercised  will  again be
available for issuance under the Plan.

Eligibility to Participate in Plan

      Options  to  purchase  Common  Stock  under  the  Plan may be  awarded  to
officers,  directors,  key  employees,  and other  persons of the  Company,  the
Savings  Bank,  and any  present or future  parent or  subsidiary  corporations.
Incentive  Stock  Options may only be granted to employees  of the Company,  the
Savings Bank, and any of their parent or subsidiary  corporations.  In selecting
participants under the Plan (the  "Participants")  and in determining the number
of Options to be granted to each  Participant,  the  Committee  may consider the
nature of the services rendered by each Participant,  each Participant's current
and  potential  contribution  to the  Company,  and such  other  factors  as the
Committee, in its sole discretion, shall deem relevant. In no event shall shares
subject to Options granted to non-employee

                                      2
directors  in the  aggregate  under the Plan  exceed 30% of the total  number of
shares  authorized  for delivery  under the Plan.  See  "Purchases of Securities
Pursuant  to the Plan and Payment for  Securities  Offered - Options  Granted to
Directors."

      For  a  description  of  the  number  of  persons  currently  eligible  to
participate in the Plan and the number of persons actually  participating in the
Plan, see "Participation in the Plan" at Appendix A.

Purchases of Securities Pursuant to the Plan and Payment for Securities Offered

      Term of the Plan.  The Plan was  effective  January  5,  1996,  and unless
previously  terminated,  the Plan  shall  continue  in effect  for a term of ten
years,  after which no further awards may be granted.  The future  expiration of
the Plan, or its termination by the Board, will not affect any Option previously
granted.  Notwithstanding the forgoing, the granting of Incentive Stock Options,
in order to qualify as such under the Code,  shall not be made  beyond ten years
after the date of adoption of the Plan by the Company.

      Stock Option Agreements.  The Options granted under the Plan are evidenced
by stock option agreements (the "Option  Agreements")  substantially in the form
of the Option  Agreements  filed as exhibits to the  Registration  Statement  of
which this  Prospectus  is a part.  Each  Option  Agreement,  and any  amendment
thereto,  will contain terms and conditions  consistent with the requirements of
the  Plan  as  the  Committee  shall  determine.  The  Option  Agreements  shall
constitute the only form of reports which  Participants shall receive related to
the status of Options granted or which are exercisable under the Plan.

      The Plan provides that the Board of Directors of the Company may authorize
the  Committee  to direct  the  execution  of an  instrument  providing  for the
modification  of any  outstanding  Option,  provided that no such  modification,
extension or renewal  shall  confer on the  Optionee any right or benefit  which
could not be conferred by the grant of a new Option at such time,  and shall not
materially  decrease  the  Optionee's  benefits  under the  Option  without  the
Optionee's  consent,  except as  provided  under  Section 18 of the Plan,  which
permits modification of the Plan. See "Amendment and Termination of the Plan."

      Option Price.  The exercise price for the purchase of shares subject to an
Incentive  Stock  Option at the date of grant  may not be less than 100  percent
(100%) of the fair market  value of the shares  covered by the  Incentive  Stock
Option on that date. If an Optionee owns Common Stock representing more than ten
percent of the outstanding Common Stock at the time an Incentive Stock Option is
granted,  then the Option Price shall not be less than 110 percent (110%) of the
fair market value of the Common Stock at the time the Incentive  Stock Option is
granted. No more than $100,000 of Incentive Stock Options can become exercisable
for the first time in any one year for any one person. Pursuant to the Plan, the
exercise price per share for  Non-Incentive  Stock Options shall be the price as
determined by the  Committee,  but in no event less than the market price of the
Common Stock on the date of grant. See "Options Granted to Directors" below. The
exercise  price of Options  must be paid for in full in cash or shares of Common
Stock, or a combination of both.

      If the Common  Stock is listed on a national  securities  exchange  at the
time of granting an  Incentive  Stock  Option or a  Non-Incentive  Stock  Option
awarded  pursuant to the Plan,  then the  exercise  price per share shall be not
less than the average of the highest and lowest  selling  price on such exchange
on the date such Option is granted; or if there were no sales on said date, then
the price  shall be not less than the mean  between  the bid and asked  price on
such date. If the Common Stock is traded otherwise

                                      3
than on a national securities exchange at the time of the granting of an Option,
then the  exercise  price per share shall be not less than the mean  between the
bid and asked price on the date the Option is granted or, if there is no bid and
asked price on said date, then on the next prior business day on which there was
a bid and asked  price.  If no such bid and asked price is  available,  then the
exercise price per share shall be determined by the Committee in good faith.

      Limitations on Grant of Options. Except as may be specifically provided by
the terms of the Plan, the granting of Options is made at the sole discretion of
the Committee.  Further, the aggregate Fair Market Value of the Common Stock for
which an employee may be granted  Options which become first  exercisable in any
calendar year may not exceed $100,000. Notwithstanding the foregoing limitation,
the  Committee  may grant  Options in excess of this  limitation,  provided said
Options are clearly and  specifically  designated as not being  Incentive  Stock
Options, as defined in Section 422 of the Code.

      Option Period.  The term of  exercisability of an Option granted under the
Plan shall be  established  by the  Committee,  but may not be for more than ten
years from the date of grant of the  Option,  except in the case of an  Optionee
who owns stock representing more than 10% of the Common Stock outstanding at the
time an  Incentive  Stock  Option is granted,  the term of the  Incentive  Stock
Option  shall not exceed  five years  from the date of the  grant.  In  general,
Options will not be exercisable  after the expiration of their term as set forth
in the Plan and/or the Option Agreement.

      In the  event  that an  Optionee  ceases  to serve as an  employee  of the
Company for any reason other than  permanent and total  disability or death,  an
exercisable Incentive Stock Option will generally continue to be exercisable for
three  months but in no event after the  expiration  date of the Option.  In the
event of the permanent and total  disability or death of an Optionee during such
service,  an exercisable  Incentive Stock Option will continue to be exercisable
for one year in the case of  disability  and two years in the case of death,  to
the extent exercisable by the Optionee immediately prior to his or her permanent
and total disability or death, but in no event after the expiration date of such
Options. The terms and conditions of Non-Incentive Stock Options relating to the
impact  of  an  Optionee's  termination  of  employment,   permanent  and  total
disability  or  death  shall  be  such  terms  as the  Committee,  in  its  sole
discretion,  shall  determine  at the time of the grant of such  Options  in the
Option Agreement or upon termination, permanent and total disability, or death.

      Under  the  Plan,  the  Committee's  determination  regarding  whether  an
Optionee's  employment has ceased, and the effective date thereof shall be final
and  conclusive  on all  persons  affected  thereby.  A total of six months must
elapse between the date of grant of an Option and the date of the sale of Common
Stock received through the exercise of such Option.

     Non-transferability. No Option granted under the Plan is transferable other
than by will or the laws of descent and distribution.

      Conditions of Exercise.  Options may be exercised  only during the periods
specified in the Plan or the Option Agreement,  certain  information as to which
is provided above (see "Option Period"). Except as described above and as may be
limited  by an  Option  Agreement,  there is no  limitation  upon the  number of
Options that may be exercised in any one year,  and Options not exercised in any
one year may be exercised in subsequent  years over the term of the Option.  The
Committee  may impose  additional  conditions  upon the rights of an Optionee to
exercise any Option which are not  inconsistent  with the terms of the Plan, and
in the case of Incentive Stock Options,  not inconsistent  with the requirements
for qualification under Section 422 of the Code. Incentive Stock Options will be
first

                                      4
exercisable  at the rate of 20%  following  one year after the date of grant and
20% annually thereafter,  provided such individual remains an employee; however,
the  exercisability  of such Options  shall be  accelerated  in the event of the
death or permanent and total disability of the Optionee,  or a change in control
in accordance with the Plan. Such Options will remain  exercisable for up to ten
years from the date of grant.

      Payment for Options. Under the Plan, full payment for each share of Common
Stock  purchased  upon the  exercise of any Option  shall be made at the time of
exercise  of such Option and shall be paid in cash (in United  States  dollars),
Common Stock,  or a combination of cash and Common Stock.  Common Stock utilized
in full or partial  payment of the  exercise  price  shall be valued at its fair
market value at the date of exercise.  The Company  shall accept full or partial
payment in Common  Stock only to the extent  permitted  by  applicable  law.  No
shares of Common Stock shall be issued  until full payment has been  received by
the Company,  and no Optionee  shall have any of the rights of a shareholder  of
the Company until the shares of Common Stock are issued to him or her.

      Cashless  Exercise.  An  Optionee  who has held an Option for at least six
months  may  engage in the  "cashless  exercise"  of the  Option.  In a cashless
exercise,  an Optionee  gives the Company  written notice of the exercise of the
Option together with an order to a registered  broker-dealer or equivalent third
party,  to sell part or all of the Optioned  Stock and to deliver  enough of the
proceeds to the Company to pay the Option price and any  applicable  withholding
taxes.  If the Optionee  does not sell the Optioned  Stock  through a registered
broker-dealer  or equivalent third party, he can give the Company written notice
of the  exercise of the Option and the third  party  purchaser  of the  Optioned
Stock shall pay the Option price plus any  applicable  withholding  taxes to the
Company.

      Issuance of Common  Stock.  Shares  issued to Optionees  upon  exercise of
Options  shall be either newly issued  shares of the Company or treasury  shares
purchased  in the market,  at the  Company's  discretion.  In either  case,  the
Optionee shall not pay any fees,  commissions,  or other charges for such Common
Stock  other than the  exercise  price as stated in the Option  Agreement.  Cash
proceeds  from the sale of Common  Stock  issued  pursuant  to the  exercise  of
Options will be added to the general funds of the Company to be used for general
corporate  purposes.  Shares of Common Stock shall not be issued with respect to
any Option  granted  under the Plan  unless the  issuance  and  delivery of such
Common  Stock  shall  comply with all  relevant  provisions  of law,  including,
without limitation, the Securities Act of 1933, as amended (the "1933 Act"), the
rules and regulations  promulgated  thereunder,  any applicable state securities
law, and the  requirements of any stock exchange upon which the Common Stock may
then be listed.

      Inability of the Company to obtain  approval from any  regulatory  body or
authority  deemed by the  Company or counsel  thereto  to be  necessary  for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability in respect of the non-issuance or sale of such Common Stock. As
a condition  to the  exercise  of an Option,  the Company may require the person
exercising  the Option to make such  representations  and  warranties  as may be
necessary  to  assure  the  availability  of an  exemption  from any  additional
registration requirements of federal or state securities laws.

      Options  Granted to  Directors.  Non-Incentive  Stock  Options to purchase
4,066  shares of Common Stock will be granted to each  non-employee  director of
the Company as of the  Effective  Date,  at an exercise  price equal to the fair
market  value of the Common  Stock on such date of grant.  The  Options  will be
exercisable  at the rate of 20%  following  one year after the date of grant and
20%

                                      5
annually  thereafter,  during  periods of  continued  service  as a director  or
director  emeritus.  Thereafter,  such Options shall remain  exercisable for ten
years  from the date of  grant.  The  exercisability  of such  Options  shall be
accelerated  only in the event of death or the permanent and total disability of
the Optionee,  or a change in control in accordance  with the Plan. In the event
of  such  directors'  death,  such  Options  may be  exercised  by the  personal
representative  of his estate or person(s) to whom his rights under such Options
shall  have  passed  by  will or by laws of  descent  and  distribution.  Unless
otherwise  inapplicable,  or inconsistent with the provisions of this paragraph,
the Options to be granted to directors  hereunder  shall be subject to all other
provisions of the Plan.

Recapitalization,   Merger,  Consolidation,   Change  in  Control,  and  Similar
Transactions

      Subject to any required action by the shareholders of the Company,  within
the sole discretion of the Committee,  the aggregate  number of shares of Common
Stock for which Options may be granted  under the Plan,  the number of shares of
Common Stock covered by each outstanding Option and the exercise price per share
of  Common  Stock of each  Option  shall  be  proportionately  adjusted  for any
increase or decrease  in the number of issued and  outstanding  shares of Common
Stock resulting from a subdivision or  consolidation of shares or the payment of
a stock  dividend on the Common  Stock or any other  increase or decrease in the
number  of  such  shares  of  Common  Stock   effected   without  a  receipt  of
consideration   by  the  Company  (other  than  by  shares  held  by  dissenting
stockholders).

      In  the  event  of  any  change  in  control,  recapitalization,   merger,
consolidation,  exchange  of shares,  spin-off,  reorganization,  tender  offer,
liquidation, or other extraordinary corporate action, the Committee, in its sole
discretion,  shall  have the power,  prior to or  subsequent  to such  action or
events, to (i) appropriately adjust the number of shares of Common Stock subject
to  each  Option,  the  exercise  price  per  share  of  Common  Stock,  and the
consideration  to be given or received by the Company  upon the  exercise of any
outstanding  Options;  (ii)  cancel  any  or  all  previously  granted  Options,
providing that  appropriate  consideration is paid to the Optionee in connection
therewith;  and/or (iii) make such other adjustments in connection with the Plan
as  the  Committee,  in  its  sole  discretion,   deems  necessary,   desirable,
appropriate,  or  advisable.  However,  no action may be taken by the  Committee
which would cause Incentive  Stock Options granted  pursuant to the Plan to fail
to meet the requirements of Section 422 of the Code.

      The Committee  has at all times the power to accelerate  the exercise date
of all Options granted under the Plan; provided,  however, the exercisability of
such Options may be accelerated only in the event of death,  permanent and total
disability, or change in control in accordance with the Plan. In the case of any
change in control of the Company as determined by the Committee, all outstanding
options shall become immediately exercisable.  A change in control is defined in
the  Plan as:  (i) the  execution  of an  agreement  for the  sale of all,  or a
material  portion,  of the  assets  of the  Company;  (ii) the  execution  of an
agreement  for  merger  or  recapitalization  whereby  the  Company  is not  the
surviving entity;  (iii) a change of control of the Company as otherwise defined
by the Office of Thrift  Supervision  ("OTS") or its  regulations;  and (iv) the
acquisition,  directly or indirectly,  of the beneficial  ownership  (within the
meaning of Section 13(d) of the 1934 Act and rules and  regulations  promulgated
thereunder) of 25% or more of the outstanding  voting  securities of the Company
by any person,  trust,  entity or group.  This  limitation  shall not apply to a
transaction in which the purchase of shares by underwriters in connection with a
public  offering of Common Stock,  or the purchase of shares of up to 25% of any
class of securities  of the Company by a  tax-qualified  employee  stock benefit
plan. The  determination  of the Committee as to whether a change in control has
occurred shall be conclusive and binding.

                                      6
Amendment and Termination of the Plan

      The Board of Directors may alter, suspend, or discontinue the Plan, except
that no action of the Board may increase the maximum number of shares  permitted
to be optioned  under the Plan,  materially  increase the  benefits  accruing to
Participants   under  the  Plan  or  materially   modify  the  requirements  for
eligibility for  participation in the Plan unless such action of the Board shall
be subject to approval  or  ratification  by the  shareholders  of the  Company.
Unless otherwise  terminated by the Board of Directors,  the Plan shall continue
in effect for a term of ten years from the Effective Date, after which no future
awards of Options may be granted.

Restrictions on Resale

      Unless specifically  included as a term and condition of any Option, there
are no  restrictions on the resale of Common Stock acquired upon the exercise of
Options.  The Plan  permits  the  Committee  to  provide as a  condition  to the
exercise of an Option that the shares acquired upon the exercise of such Options
may be subject to a "Right of  Repurchase"  by the  Company.  At this time,  the
Company has no intention to grant Options subject to such "Right of Repurchase."
Such shares of Common Stock,  however, may be resold only in compliance with the
registration requirements of the 1933 Act, and applicable state securities laws.

      Under the 1933 Act,  affiliates of the Company generally may resell shares
of Common Stock  purchased  pursuant to the Plan only (i) in accordance with the
provisions  of Rule 144 under the 1933 Act, or (ii)  pursuant  to an  applicable
current and effective registration statement under the 1933 Act.

      As defined in Rule 405 under the 1933 Act, an  affiliate of the Company is
a  person  who  directly,  or  indirectly  through  one or more  intermediaries,
controls,  or is controlled by, or is under common control with the Company. The
determination  of whether a person is an affiliate of the Company is primarily a
factual  one  based  upon  whether  he   possesses,   directly  or   indirectly,
individually  or in  concert  with  others,  the  power to  direct  or cause the
direction  of the  management  or policies of the Company,  whether  through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or  otherwise.  Therefore,  each  Optionee  should  consult his counsel
concerning  whether  he is  an  affiliate  of  the  Company  and  the  attendant
restrictions on the resale under the 1933 Act of Common Stock acquired  pursuant
to the Plan.

      In  addition,  the  receipt of an Option to  purchase  Common  Stock by an
officer or director of the Company,  or the  beneficial  owner of 10% or more of
the outstanding  Common Stock, is a reportable  transaction  under Section 16 of
the 1934 Act, and Forms 3, 4, or 5 are required to be filed with the  Securities
and Exchange  Commission in  connection  with such  transaction.  The sale by an
officer,  director,  or 10% holder of Common Stock issued upon an exercise of an
Option  within six months after the receipt of such Option may create  liability
of such persons to the Company  under the  "short-swing  profit"  provisions  of
Section 16(b) of the 1934 Act.

Federal Income Tax Consequences

      Under  present  federal  tax  laws,  awards  under  the Plan will have the
following consequences:

      1.       The grant of  an  Option  will  not  by  itself   result  in  the
               recognition  of taxable  income to the  Optionee  nor entitle the
               Company to a deduction at the time of such grant.

                                      7
2.       The  exercise  of an Option which is an "Incentive  Stock Option"
               within the meaning of Section 422 of the Code generally will not,
               by itself,  result in the  recognition  of taxable  income to the
               Optionee  nor entitle  the Company to a deduction  at the time of
               such exercise. However, the difference between the exercise price
               and the fair  market  value of the  Option  shares on the date of
               exercise  is an item of tax  preference  which  may,  in  certain
               situations, trigger the alternative minimum tax for the Optionee.
               The Optionee will  recognize  capital gain or loss upon resale of
               the shares received upon such exercise, provided that such shares
               are held for at least one year after the Option  exercise  or two
               years  after  the  grant  of  the  Option,  whichever  is  later.
               Generally,  if the  shares  are not  held for  that  period,  the
               Optionee will recognize  ordinary  income upon  disposition in an
               amount equal to the difference between the exercise price and the
               fair market value on the date of exercise, or, if less, the sales
               proceeds of the shares acquired  pursuant to the exercise of such
               Option.

      3.       The  exercise of a  Non-Incentive Stock Option will result in the
               recognition  of  ordinary  income by the  Optionee on the date of
               exercise  in an  amount  equal  to  the  difference  between  the
               exercise  price  and  the  fair  market  value,  on the  date  of
               exercise, of the shares acquired pursuant to the exercise of such
               Option.

      4.       The  Company  will be allowed a tax  deduction  for  federal  tax
               purposes equal to the amount of ordinary income  recognized by an
               Optionee at the time the Optionee recognizes such ordinary income
               under either an Incentive  Stock Option or a Non- Incentive Stock
               Option .

      The  foregoing  provides  a general  summary  of the  federal  income  tax
consequences  applicable to Optionees  under the Plan. Each Optionee is urged to
consult his or her own tax advisor for information  regarding applicable federal
and state tax consequences.

Annual Report to Shareholders

      The Company's financial  statements for the period ended June 30, 1995, as
contained  in the  Company's  Form 10-KSB are  incorporated  by reference in the
Registration  Statement to which this  Prospectus is a part. In the future,  the
Company's latest Annual Report to Stockholders,  including financial statements,
will be mailed to all stockholders of record as of the close of business on such
record  date.  Any person  wishing  to  receive a copy of the  Annual  Report to
Stockholders  may obtain a copy by writing  the Company at the address set forth
below under "Additional Information."

Additional Information

      Additional  updating  information with respect to the Common Stock and the
Plan covered herein may be provided in the future to Participants under the Plan
by means of  appendices  to this  Prospectus.  The nature and  frequency  of any
reports to be made to Participants as to their participation in the Plan will be
determined by the Committee.

      The Company upon written or oral request,  will provide  without charge to
any person to whom this  Prospectus is delivered:  a copy of the Plan, a copy of
its latest Annual Report to Stockholders  (when available) and a copy of any and
all of the documents that have been  incorporated by reference in Item 3 of Part
II of the  Registration  Statement of which this  Prospectus is a part, and that
such documents are

                                      8
deemed  incorporated  by  reference in this 1933 Act Section  10(a)  Prospectus.
Further,  other documents  required to be delivered to Participants as specified
in Item 9 of Part II of the  Registration  Statement are available upon request.
Any such  request  can be oral or in  writing  and  should be  addressed  to the
Corporate   Secretary,   221  Aztec  Avenue,   Gallup,  New  Mexico  87031.  The
Registrant's telephone number is (505) 722-4361.

Legal Opinion

      The validity of the Common Stock offered hereby has been passed on for the
Company by Malizia,  Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite 700
East, Washington, D.C. 20005.

                                      9
APPENDIX A

                        ADDITIONAL INFORMATION CONCERNING
                                       THE
                               GFSB BANCORP, INC.
                             1995 STOCK OPTION PLAN
                              (As of June 28, 1996)

Administration

      The Board has appointed a committee of  non-employee  directors as members
of the Committee  responsible for administration of the GFSB Bancorp,  Inc. 1995
Stock Option Plan (the "Plan").  Grants of Options may be made under the Plan by
the  Committee.  Non-discretionary  awards under the terms of the Plan have been
made to members of the Board.

Number of Shares Subject to Plan

      On January 5, 1996,  Options  covering  56,362 shares of Common Stock were
outstanding, which were granted at an exercise price of $13.875 per share. As of
the date of this Appendix A, 38,513 shares of Common Stock remain issuable under
the Plan,  which  provides  for the  issuance  of Options  for a total of 94,875
shares of Common Stock.

Participation in the Plan

      As of January 5, 1996, the Company and its  subsidiaries  had 10 employees
who, in the opinion of the Company's management,  are eligible to participate in
the Plan. Of such persons,  as of January 5, 1996,  five executive  officers had
Incentive  Stock Options to purchase  19,000  shares of Common Stock.  As of the
same date, six non-executive  officers and employees had Incentive Stock Options
to purchase  6,000 shares of Common  Stock.  Additionally,  Non-Incentive  Stock
Options to purchase 28,462 shares of Common Stock, in the aggregate were held by
seven (7) non-employee members of the Board of GFSB Bancorp, Inc.

Outstanding Awards

      The following table presents  information  with respect to the outstanding
Options under the Plan as of the date of this Appendix A.
Number of Shares Presently  Number of Persons  Exercise Price
      Grant Date            Subject to Options        Holding Awards      Per Share
- ----------------------- --------------------------  -----------------  --------------
January 5, 1996                 56,362                     20             $13.875

Total Awards Outstanding        56,362                     20             $13.875
A-1
PART II

                INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

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

            The following  documents filed with the Commission are  incorporated
by reference in this Registration Statement and the Prospectus constituting Part
I of this Registration Statement:

     (1) The Company's  Registration  Statement on Form S-1 (No. 33-90400) filed
with the Commission on March 15, 1995 and amendments thereto;

     (2) The Company's  Annual  Reports on Form 10-KSB filed with the Commission
for the fiscal year ended June 30, 1995, as filed with the Commission;

     (3) The Company's Definitive Proxy Statement related to the January 5, 1996
Special  Meeting of  Stockholders  as filed with the  Commission  on October 30,
1995;

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

     (5) The Company's  Quarterly  Reports on Form 10-QSB for the periods ending
September  30, 1995,  December 31, 1995,  and March 31, 1996,  as filed with the
Commission; and

     (6)  Information  as to the  Options  which will be  included in the future
either in the Company's proxy statements,  annual reports, or appendices to this
Prospectus.

       All documents filed by the Company  pursuant to Sections 13, 14, or 15(d)
of the 1934 Act  after  the date  hereof  and  prior to the  termination  of the
offering  of the shares of Common  Stock shall be deemed to be  incorporated  by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.

Item 4.  Description of Securities.

       Not applicable.

Item 5.  Interests of Named Experts and Counsel.

       Not applicable.

                                     II-1
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 The  Fidelity & Deposit  Co. of  Maryland  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.

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;

                                     II-2
(i) To include  any  prospectus  required  by Section  10(a)(3) of the
          Securities Act of 1933;

          (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 not apply if the
registration  statement  is on Form S-3,  Form S-8 or F-3,  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 Securities  Exchange Act of 1934 that are incorporated by reference
in the 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 offering.

       (b) The undersigned  registrant  hereby  undertakes 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 section 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  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  Securities  Exchange Act of
1934;  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
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 Securities  Act of 1933 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,

                                     II-3
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  Securities  Act of 1933 Act and will be governed by the final
adjudication of such issue.

                                     II-4
SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, GFSB Bancorp,
Inc.  certifies that it has  reasonable  grounds to believe that it meets all of
the  requirements  for filing a Registration  Statement 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, on the 28th day of June 1996.

                                        GFSB BANCORP, INC.

                                        By:   /s/ Jerry R. Spurlin
                                              Jerry R. Spurlin
                                              President and
                                              Chief Executive 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  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 and on the date indicated.

By: /s/ Jerry R. Spurlin                   By: /s/ Richard C. Kauzlaric
    Jerry R. Spurlin                           Richard C. Kauzlaric
    President, Chief Executive Officer,        Chairman of the Board
    (Principal Executive, Financial and
    Accounting Officer)

Date:  June 28, 1996                       Date: June 28, 1996

By: /s/ James Nechero, Jr.                 By: /s/ George S. Perce
    James Nechero, Jr.                         George S. Perce
    Vice Chairman of the Board                 Director

Date:  June 28, 1996                       Date: June 28, 1996

By: /s/ Vernon I. Hamilton                 By: /s/ Michael T. Mataya
    Vernon I. Hamilton                         Michael T. Mataya
    Director                                   Director

Date:  June 28, 1996                      Date: June 28, 1996

By: /s/ Charles L. Parker, Jr.             By: /s/ Wallace L. Phillips
    Charles L. Parker, Jr.                     Dr. Wallace L. Phillips
    Director                                   Director

Date:  June 28, 1996                       Date: June 28, 1996
INDEX TO EXHIBITS

Exhibit               Description                                    

 4.1       GFSB Bancorp, Inc.                                        
           1995 Stock Option Plan

 4.2       Form of Stock Option Agreement to be entered into with   
           Officers with respect to Incentive Stock Options

 4.3       Form of Stock Option Agreement to be entered into with    
           Directors with respect to Non-Incentive Stock Options

 5.1       Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to the 
           validity of the Common Stock being registered

 23.1      Consent of Malizia, Spidi, Sloane & Fisch, P.C. (appears  
           in their opinion filed as Exhibit 5.1)

 23.2      Consent of Independent Accountants                        

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