Registration No. 333-33405

      As filed with the Securities and Exchange Commission on May 27, 2003


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

         United States                                  36-4485429
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                            14757 South Cicero Avenue
                           Midlothian, Illinois 60445
                    (Address of Principal Executive Offices)

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

                    AJS Bancorp, Inc. 2003 Stock Option Plan
              AJS Bancorp, Inc. 2003 Recognition and Retention Plan
                            (Full Title of the Plans)


                                   Copies to:

          Thomas R. Butkus
Chairman and Chief Executive Officer                Alan Schick, Esquire
          AJS Bancorp, Inc.                  Luse Gorman Pomerenk & Schick, P.C.
      14757 South Cicero Avenue             5335 Wisconsin Ave., N.W., Suite 400
     Midlothian, Illinois 60445                    Washington, D.C.  20015
           (708) 687-7400                                (202) 274-2000

(Name, Address and Telephone
  Number of Agent for Service)

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

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. |X|


<PAGE>




                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

====================================================================================================================
 Title of Securities        Amount to be          Proposed Maximum       Proposed Maximum          Amount of
   to be Registered        Registered (1)        Offering Price Per     Aggregate Offering      Registration Fee
                                                       Share                  Price
--------------------------------------------------------------------------------------------------------------------
<S>                      <C>                         <C>                    <C>                     <C>
  Common Stock, par
     value $0.01         117,941 shares (2)          $18.75 (3)             $2,211,394              $178.90
      per share
--------------------------------------------------------------------------------------------------------------------
  Common Stock, par
     value $0.01          58,971 shares (4)           $18.75 (5)            $1,105,706               $89.45
      per share
--------------------------------------------------------------------------------------------------------------------
        Total             176,912 shares                                    $3,317,100              $268.35
====================================================================================================================
</TABLE>
 _____________

(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the AJS Bancorp, Inc. 2003 Stock Option Plan (the "Stock Option Plan"), and
     the AJS Bancorp, Inc. 2003 Recognition and Retention Plan (the "Recognition
     and  Retention  Plan") as the result of a stock  split,  stock  dividend or
     similar  adjustment of the  outstanding  Common Stock of AJS Bancorp,  Inc.
     pursuant to 17 C.F.R. ss. 230.416(a).

(2)  Represents the number of shares currently reserved for issuance pursuant to
     options granted under the Stock Option Plan.

(3)  Determined  by  the  exercise  price  of  options  pursuant  to  17  C.F.R.
     ss.230.457(h)(1).

(4)  Represents the maximum number of shares that can be granted pursuant to the
     Recognition and Retention Plan.

(5)  Determined by reference to the fair market value of the common stock on May
     21, 2003, pursuant to 17 C.F.R. ss.230.457(c).

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


<PAGE>


PART I.

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

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

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

PART II.

Item 3.  Incorporation of Documents by Reference

         The  following  documents  previously  or  concurrently  filed  by  AJS
Bancorp,  Inc. (the  "Company")  with the Commission are hereby  incorporated by
reference in this Registration Statement:

         a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2002 (Commission File No. 0-33405), filed pursuant to Rule 13a-1 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act");

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

         c) The description of the common stock of the Company  contained in the
Registration  Statement on Form 8-A (Commission File No.  333-69482)  originally
filed by the Company  under the  Securities  Act of 1933 with the  Commission on
December  13,  2001,  and all  amendments  or reports  filed for the  purpose of
updating such description.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the prospectus.

         The Company  shall  furnish  without  charge to each person to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated).  Requests should be directed to Thomas
R. Butkus,  Chairman and Chief Executive Officer, AJS Bancorp, Inc., 14757 South
Cicero Avenue, Midlothian, Illinois 60445, telephone number (708) 687-7400.

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

Item 4.  Description of Securities

         Not applicable.

                                       2

<PAGE>

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.   Indemnification of Directors and Officers

         Generally,  federal regulations define areas for indemnity coverage for
federal savings  associations  and federal MHC subsidiary  holding  companies as
follows:

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

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

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

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

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

                  (ii) In case of:

                           a. Settlement,

                           b. Final judgement against him or her, or

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

         (c) As used in this paragraph:

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

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

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

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

                                       3

<PAGE>

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.

<TABLE>
<CAPTION>

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

<S>          <C>                                                           <C>
     5        Opinion of Luse Gorman Pomerenk & Schick, P.C.                Attached as Exhibit 5

     10.1     AJS Bancorp, Inc. 2003 Stock Option Plan.                             *

     10.2     AJS Bancorp, Inc. 2003 Recognition and                                *
              Retention Plan.

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

     23.2     Consent of Crowe Chizek and Company LLC                      Attached as Exhibit 23.2

     24       Power of Attorney                                          Contained on Signature Page
_____________________
*          Filed as exhibits to the Registrant's Proxy Statement relating to the
Registrant's  May 21,  2003  annual  meeting  of  stockholders,  filed  with the
Commission on April 15, 2003, which is incorporated herein by reference.
</TABLE>

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

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

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

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

         4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the  Registrant's  annual report pursuant to Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 that is  incorporated  by
reference  in  this  registration   statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                                       4

<PAGE>


                                  EXHIBIT INDEX


Exhibit Number             Description

      5           Opinion  of Luse  Gorman  Pomerenk  & Schick,  A  Professional
                  Corporation as to the legality of the Common Stock  registered
                  hereby.

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

      23.2        Consent of Crowe Chizek and Company LLC.






<PAGE>





                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Midlothian,  Illinois, on this 27th day of May,
2003.
                                       AJS BANCORP, INC.




                                       By:  /s/ Thomas R. Butkus
                                          --------------------------------------
                                            Thomas R. Butkus, Chairman and Chief
                                            Executive Officer (Duly Authorized
                                            Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  directors and officers of AJS Bancorp,  Inc. (the
"Company") hereby severally  constitute and appoint Thomas R. Butkus as our true
and  lawful  attorney  and  agent,  to do any and all things in our names in the
capacities  indicated  below which said Thomas R. Butkus may deem  necessary  or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission, in connection with the registration statement on Form S-8, including
specifically,  but not limited  to,  power and  authority  to sign for us in our
names in the capacities  indicated below the registration  statement and any and
all amendments  (including  post-effective  amendments)  thereto;  and we hereby
approve,  ratify and confirm all that said Thomas R. Butkus shall do or cause to
be done by virtue thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signatures                                                             Date
----------                                                             ----

/s/ Thomas R. Butkus                                                May 27, 2003
----------------------------------------------
Thomas R. Butkus, Chairman and Chief Executive
Officer (Principal Executive Officer)


/s/ Pamela N. Favero                                                May 27, 2003
----------------------------------------------
Pamela N. Favero, Chief Financial Officer
(Principal Financial and Accounting Officer)


/s/ Roger L. Aurelio                                                May 27, 2003
----------------------------------------------
Roger L. Aurelio, Director


/s/ Raymond J. Blake                                                May 27, 2003
----------------------------------------------
Raymond J. Blake, Director


/s/ Jack A. Long                                                    May 27, 2003
----------------------------------------------
Jack A. Long, Director


/s/ Edward S. Milen                                                 May 27, 2003
----------------------------------------------
Edward S. Milen, Director
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{"company-data": {"conformed-name": "AJS BANCORP INC", "cik": "0001144515", "assigned-sic": "6770", "irs-number": "000000000", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105598", "film-number": "03721377"}, "business-address": {"street1": "14757 SOUTH CICERO AVE.", "city": "MIDLOTHIAN", "state": "IL", "zip": "60455", "phone": "7086877400"}, "mail-address": {"street1": "14757 SOUTH CICERO AVE.", "city": "MIDLOTHIAN", "state": "IL", "zip": "60455"}}
Registration No. 333-33405

      As filed with the Securities and Exchange Commission on May 27, 2003

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

         United States                                  36-4485429
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                            14757 South Cicero Avenue
                           Midlothian, Illinois 60445
                    (Address of Principal Executive Offices)

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

                    AJS Bancorp, Inc. 2003 Stock Option Plan
              AJS Bancorp, Inc. 2003 Recognition and Retention Plan
                            (Full Title of the Plans)

                                   Copies to:

          Thomas R. Butkus
Chairman and Chief Executive Officer                Alan Schick, Esquire
          AJS Bancorp, Inc.                  Luse Gorman Pomerenk & Schick, P.C.
      14757 South Cicero Avenue             5335 Wisconsin Ave., N.W., Suite 400
     Midlothian, Illinois 60445                    Washington, D.C.  20015
           (708) 687-7400                                (202) 274-2000

(Name, Address and Telephone
  Number of Agent for Service)

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

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. |X|
CALCULATION OF REGISTRATION FEE
====================================================================================================================
 Title of Securities        Amount to be          Proposed Maximum       Proposed Maximum          Amount of
   to be Registered        Registered (1)        Offering Price Per     Aggregate Offering      Registration Fee
                                                       Share                  Price
--------------------------------------------------------------------------------------------------------------------
Common Stock, par
     value $0.01         117,941 shares (2)          $18.75 (3)             $2,211,394              $178.90
      per share
--------------------------------------------------------------------------------------------------------------------
  Common Stock, par
     value $0.01          58,971 shares (4)           $18.75 (5)            $1,105,706               $89.45
      per share
--------------------------------------------------------------------------------------------------------------------
        Total             176,912 shares                                    $3,317,100              $268.35
====================================================================================================================
_____________

(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the AJS Bancorp, Inc. 2003 Stock Option Plan (the "Stock Option Plan"), and
     the AJS Bancorp, Inc. 2003 Recognition and Retention Plan (the "Recognition
     and  Retention  Plan") as the result of a stock  split,  stock  dividend or
     similar  adjustment of the  outstanding  Common Stock of AJS Bancorp,  Inc.
     pursuant to 17 C.F.R. ss. 230.416(a).

(2)  Represents the number of shares currently reserved for issuance pursuant to
     options granted under the Stock Option Plan.

(3)  Determined  by  the  exercise  price  of  options  pursuant  to  17  C.F.R.
     ss.230.457(h)(1).

(4)  Represents the maximum number of shares that can be granted pursuant to the
     Recognition and Retention Plan.

(5)  Determined by reference to the fair market value of the common stock on May
     21, 2003, pursuant to 17 C.F.R. ss.230.457(c).

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

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

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

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

PART II.

Item 3.  Incorporation of Documents by Reference

         The  following  documents  previously  or  concurrently  filed  by  AJS
Bancorp,  Inc. (the  "Company")  with the Commission are hereby  incorporated by
reference in this Registration Statement:

         a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2002 (Commission File No. 0-33405), filed pursuant to Rule 13a-1 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act");

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

         c) The description of the common stock of the Company  contained in the
Registration  Statement on Form 8-A (Commission File No.  333-69482)  originally
filed by the Company  under the  Securities  Act of 1933 with the  Commission on
December  13,  2001,  and all  amendments  or reports  filed for the  purpose of
updating such description.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  prior to the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the prospectus.

         The Company  shall  furnish  without  charge to each person to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated).  Requests should be directed to Thomas
R. Butkus,  Chairman and Chief Executive Officer, AJS Bancorp, Inc., 14757 South
Cicero Avenue, Midlothian, Illinois 60445, telephone number (708) 687-7400.

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

Item 4.  Description of Securities

         Not applicable.

                                       2
Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.   Indemnification of Directors and Officers

         Generally,  federal regulations define areas for indemnity coverage for
federal savings  associations  and federal MHC subsidiary  holding  companies as
follows:

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

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

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

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

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

                  (ii) In case of:

                           a. Settlement,

                           b. Final judgement against him or her, or

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

         (c) As used in this paragraph:

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

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

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

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

                                       3
Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.
Regulation S-K                                                         Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto
--------------                      --------                           ----------------------------
5        Opinion of Luse Gorman Pomerenk & Schick, P.C.                Attached as Exhibit 5

     10.1     AJS Bancorp, Inc. 2003 Stock Option Plan.                             *

     10.2     AJS Bancorp, Inc. 2003 Recognition and                                *
              Retention Plan.

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

     23.2     Consent of Crowe Chizek and Company LLC                      Attached as Exhibit 23.2

     24       Power of Attorney                                          Contained on Signature Page
_____________________
*          Filed as exhibits to the Registrant's Proxy Statement relating to the
Registrant's  May 21,  2003  annual  meeting  of  stockholders,  filed  with the
Commission on April 15, 2003, which is incorporated herein by reference.
Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

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

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

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

         4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the  Registrant's  annual report pursuant to Section
13(a) or 15(d) of the Securities  Exchange Act of 1934 that is  incorporated  by
reference  in  this  registration   statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

                                       4
EXHIBIT INDEX

Exhibit Number             Description

      5           Opinion  of Luse  Gorman  Pomerenk  & Schick,  A  Professional
                  Corporation as to the legality of the Common Stock  registered
                  hereby.

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

      23.2        Consent of Crowe Chizek and Company LLC.
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Midlothian,  Illinois, on this 27th day of May,
2003.
                                       AJS BANCORP, INC.

                                       By:  /s/ Thomas R. Butkus
                                          --------------------------------------
                                            Thomas R. Butkus, Chairman and Chief
                                            Executive Officer (Duly Authorized
                                            Representative)

                                POWER OF ATTORNEY

         We, the  undersigned  directors and officers of AJS Bancorp,  Inc. (the
"Company") hereby severally  constitute and appoint Thomas R. Butkus as our true
and  lawful  attorney  and  agent,  to do any and all things in our names in the
capacities  indicated  below which said Thomas R. Butkus may deem  necessary  or
advisable to enable the Company to comply with the  Securities  Act of 1933, and
any  rules,   regulations  and  requirements  of  the  Securities  and  Exchange
Commission, in connection with the registration statement on Form S-8, including
specifically,  but not limited  to,  power and  authority  to sign for us in our
names in the capacities  indicated below the registration  statement and any and
all amendments  (including  post-effective  amendments)  thereto;  and we hereby
approve,  ratify and confirm all that said Thomas R. Butkus shall do or cause to
be done by virtue thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signatures                                                             Date
----------                                                             ----

/s/ Thomas R. Butkus                                                May 27, 2003
----------------------------------------------
Thomas R. Butkus, Chairman and Chief Executive
Officer (Principal Executive Officer)

/s/ Pamela N. Favero                                                May 27, 2003
----------------------------------------------
Pamela N. Favero, Chief Financial Officer
(Principal Financial and Accounting Officer)

/s/ Roger L. Aurelio                                                May 27, 2003
----------------------------------------------
Roger L. Aurelio, Director

/s/ Raymond J. Blake                                                May 27, 2003
----------------------------------------------
Raymond J. Blake, Director

/s/ Jack A. Long                                                    May 27, 2003
----------------------------------------------
Jack A. Long, Director

/s/ Edward S. Milen                                                 May 27, 2003
----------------------------------------------
Edward S. Milen, Director