SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                       CITY SAVINGS FINANCIAL CORPORATION
             (Exact name of Registrant as specified in its charter)

             Indiana                                    35-2156159
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                 Identification No.)

          2000 Franklin Street
         Michigan City, Indiana                           46360
(Address of Principal Executive Offices)                (Zip Code)

              CITY SAVINGS FINANCIAL CORPORATION STOCK OPTION PLAN
                            (Full title of the plan)

           Thomas F. Swirski                           Copy to:
President and Chief Executive Officer          Claudia V. Swhier, Esq.
 City Savings Financial Corporation              Barnes & Thornburg
         2000 Franklin Street                   11 S. Meridian Street
      Michigan City, Indiana  46360          Indianapolis, Indiana 46204
 (Name and address of agent for service)

  Telephone number, including area code,
          of agent for service:
             (219) 879-5364
<TABLE>
<CAPTION>

                                CALCULATION OF REGISTRATION FEE

                                         Proposed maximum      Proposed maximum
Title of securities to   Amount to be   offering price per    aggregate offering        Amount of
be registered             registered        share (1)              price (1)        registration fee
----------------------   ------------   ------------------    ------------------    ----------------
<S>                         <C>              <C>                  <C>                    <C>
Common Stock, without       55,545           $14.57               $809,290.65            $74.45
par value
</TABLE>

(1)  Estimated  solely to determine the registration fee and based on the option
     price of stock options  already  granted under the Plan and on the weighted
     average of the bid and asked sales prices per share of Common Stock of City
     Savings  Financial  Corporation  on November 13, 2002, as to shares not yet
     subject to options granted under the Plan, pursuant to Rule 457(c) and (h).

(2)  Any  additional  shares of  Common  Stock to be issued as a result of stock
     dividends,  stock splits, or similar  transactions shall be covered by this
     Registration Statement as provided in Rule 416.
<PAGE>


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

     Document(s)  containing  information  specified  by  Part I of the  form of
Registration  Statement on Form S-8,  promulgated  under the  Securities  Act of
1933, as amended (the "1933 Act"),  will be sent or given to participants in the
City Savings  Financial  Corporation Stock Option Plan (the "Plan") as specified
in Rule 428(b)(1)  promulgated by the  Securities and Exchange  Commission  (the
"Commission")  under the 1933 Act. Such document(s) are not being filed with the
Commission but constitute  (along with the documents  incorporated  by reference
into  this  Form  S-8  Registration  Statement  (the  "Registration  Statement")
pursuant to Item 3 of Part II hereof),  a prospectus that meets the requirements
of Section 10(a) of the 1933 Act.


                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents  are hereby  incorporated  by reference  into this
Registration Statement:

     (1)  The  annual  report  of  City  Savings   Financial   Corporation  (the
"Registrant")  for the year ended June 30, 2002,  filed with the  Securities and
Exchange Commission on Form 10-KSB;

     (2) The quarterly  report of the  Registrant on Form 10-QSB for the quarter
ended  September 30, 2002, and all other reports filed pursuant to Section 13 or
15(d) of the Securities  Exchange Act of 1934 (the "1934 Act") by the Registrant
since June 30, 2002; and

     (3) The description of the capital stock of the Registrant contained in the
Registrant's Registration Statement on Form 8-A, which became effective with the
Commission  on December 27, 2001,  and all  amendments  or reports filed for the
purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  with the  Commission
pursuant to Sections  13(a),  13(c),  14, and 15(d) of the 1934 Act prior to the
filing of a  post-effective  amendment  that  indicates  that all shares offered
hereby  have been sold or that  deregisters  all shares then  remaining  unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part thereof from the date they are filed.


Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 21 of the Indiana Business Corporation Law, as amended (the "BCL"),
grants to each  corporation  broad  powers  to  indemnify  directors,  officers,
employees or agents  against  expenses  incurred in certain  proceedings  if the
conduct in question was found to be in good faith and was reasonably believed to
be in the corporation's  best interests.  This statute provides,  however,  that
this indemnification should not be deemed exclusive of any other indemnification
rights provided by the articles of incorporation,  by-laws,  resolution or other
authorization  adopted by a majority  vote of the voting  shares then issued and
outstanding.  Section 10.05 and Article 13 of the Articles of  Incorporation  of
the Registrant state as follows:

     Section  10.05.  Limitation of Liability and Reliance on Corporate  Records
and Other Information.

     Clause 10.051. General Limitation.  No Director, member of any committee of
the Board of Directors, or of another committee appointed by the Board, Officer,
employee or agent of the  Corporation  ("Corporate  Person") shall be liable for
any loss or damage if, in taking or  omitting  to take any action  causing  such
loss or damage,  either (1) such Corporate  Person acted (A) in good faith,  (B)
with the  care an  ordinarily  prudent  person  in a like  position  would  have
exercised under similar circumstances, and (C) in a manner such Corporate Person
reasonably  believed was in the best interests of the  Corporation,  or (2) such
Corporate  Person's breach of or failure to act in accordance with the standards
of conduct set forth in Clause  10.051(1) above (the "Standards of Conduct") did
not constitute willful misconduct or recklessness.

     Clause 10.052.  Reliance on Corporate  Records and Other  Information.  Any
"Corporate  Person"  shall be fully  protected,  and  shall  be  deemed  to have
complied with the Standards of Conduct,  in relying in good faith,  with respect
to any information  contained therein,  upon (1) the Corporate  Records,  or (2)
information, opinions, reports or statements (including financial statements and
other  financial  data) prepared or presented by (A) one or more other Corporate
Persons whom such Corporate  Person  reasonably  believes to be competent in the
matters presented,  (B) legal counsel, public accountants or other persons as to
matters that such Corporate Person reasonably  believes are within such person's
professional or expert competence,  (C) a committee of the Board of Directors or
other  committee  appointed by the Board of Directors,  of which such  Corporate
Person  is not a member,  if such  Corporate  Person  reasonably  believes  such
committee  of  the  Board  of  Directors  or  such  appointed  committee  merits
confidence,  or (D) the Board of Directors,  if such  Corporate  Person is not a
Director and reasonably believes that the Board merits confidence.


                                   ARTICLE 13
                                 Indemnification

     Section 13.01.  General.  The  Corporation  shall, to the fullest extent to
which it is empowered to do so by the Act, or any other applicable laws, as from
time to time in  effect,  indemnify  any  person  who was or is a  party,  or is
threatened to be made a party, to any threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal, administrative or investigative and
whether formal or informal,  by reason of the fact that he is or was a Director,
Officer,  employee or agent of the  Corporation,  or who,  while serving as such
Director,  Officer,  employee or agent of the Corporation,  is or was serving at
the  request  of the  Corporation  as a  director,  officer,  partner,  trustee,
employee or agent of another  corporation,  partnership,  joint venture,  trust,
employee  benefit plan or other  enterprise,  whether for profit or not, against
expenses (including counsel fees), judgments,  settlements,  penalties and fines
(including  excise  taxes  assessed  with  respect to  employee  benefit  plans)
actually or reasonably  incurred by him in accordance with such action,  suit or
proceeding, if he acted in good faith and in a manner he reasonably believed, in
the case of conduct in his official  capacity,  was in the best interests of the
Corporation,  and in all other cases,  was not opposed to the best  interests of
the  Corporation,  and, with respect to any criminal  action or  proceeding,  he
either had  reasonable  cause to believe his conduct was lawful or no reasonable
cause to believe his conduct was unlawful.  The termination of any action,  suit
or proceeding by judgment,  order,  settlement or conviction,  or upon a plea of
nolo  contendere or its equivalent,  shall not, of itself,  create a presumption
that the person did not meet the prescribed standard of conduct.

     Section  13.02.  Authorization  of  Indemnification.  To the extent  that a
Director,  Officer, employee or agent of the Corporation has been successful, on
the merits or  otherwise,  in the  defense  of any  action,  suit or  proceeding
referred to in Section  13.01 of this  Article,  or in the defense of any claim,
issue or matter  therein,  the  Corporation  shall indemnify such person against
expenses  (including  counsel  fees)  actually and  reasonably  incurred by such
person in connection therewith. Any other indemnification under Section 13.01 of
this Article (unless  ordered by a court) shall be made by the Corporation  only
as authorized in the specific case, upon a determination that indemnification of
the Director,  Officer,  employee or agent is permissible  in the  circumstances
because he has met the applicable standard of conduct.  Such determination shall
be made (1) by the Board of Directors by a majority vote of a quorum  consisting
of  Directors  who  were  not at the  time  parties  to  such  action,  suit  or
proceeding;  or (2) if a quorum cannot be obtained under  subdivision  (1), by a
majority vote of a committee duly designated by the Board of Directors (in which
designation Directors who are parties may participate), consisting solely of two
or more Directors not at the time parties to such action, suit or proceeding; or
(3) by special  legal  counsel:  (A)  selected by the Board of  Directors or its
committee in the manner prescribed in subdivision (1) or (2), or (B) if a quorum
of the  Board of  Directors  cannot  be  obtained  under  subdivision  (1) and a
committee  cannot be designated under  subdivision  (2),  selected by a majority
vote of the full  Board of  Directors  (in  which  selection  Directors  who are
parties may  participate);  or (4) by the  Shareholders,  but shares owned by or
voted under the control of Directors who are at the time parties to such action,
suit or proceeding may not be voted on the determination.

     Authorization of  indemnification  and evaluation as to  reasonableness  of
expenses  shall  be  made  in  the  same  manner  as  the   determination   that
indemnification  is  permissible,  except that if the  determination  is made by
special legal counsel,  authorization  of  indemnification  and evaluation as to
reasonableness  of expenses shall be made by those entitled under subsection (3)
to select counsel.

     Section 13.03. Good Faith Defined.  For purposes of any determination under
Section 13.01 of this Article 13, a person shall be deemed to have acted in good
faith and to have otherwise met the applicable  standard of conduct set forth in
Section  13.01 if his  action is based on  information,  opinions,  reports,  or
statements, including financial statements and other financial data, if prepared
or presented by (1) one or more  Officers or  employees  of the  Corporation  or
another  enterprise whom he reasonably  believes to be reliable and competent in
the matters  presented;  (2) legal counsel,  public  accountants,  appraisers or
other  persons as to  matters he  reasonably  believes  are within the  person's
professional or expert competence;  or (3) a committee of the Board of Directors
of the Corporation or another  enterprise of which the person is not a member if
he  reasonably  believes the  committee  merits  confidence.  The term  "another
enterprise"  as used in this Section 13.03 shall mean any other  corporation  or
any partnership, joint venture, trust, employee benefit plan or other enterprise
of which such person is or was serving at the  request of the  Corporation  as a
director,  officer,  partner, trustee, employee or agent. The provisions of this
Section  13.03  shall not be deemed to be  exclusive  or to limit in any way the
circumstances  in  which a  person  may be  deemed  to have  met the  applicable
standards of conduct set forth in Section 13.01 of this Article 13.

     Section  13.04.  Payment of  Expenses  in  Advance.  Expenses  incurred  in
connection with any civil or criminal action, suit or proceeding may be paid for
or reimbursed by the  Corporation  in advance of the final  disposition  of such
action,  suit or  proceeding,  as  authorized  in the specific  case in the same
manner  described in Section  13.02 of this  Article,  upon receipt of a written
affirmation of the Director, Officer, employee or agent's good faith belief that
he has met the standard of conduct  described  in Section  13.01 of this Article
and upon  receipt  of a written  undertaking  by or on  behalf of the  Director,
Officer,  employee  or agent to repay  such  amount  if it shall  ultimately  be
determined  that he did not meet  the  standard  of  conduct  set  forth in this
Article  13,  and a  determination  is made that the facts  then  known to those
making the determination would not preclude  indemnification  under this Article
13.

     Section 13.05.  Provisions Not Exclusive.  The indemnification  provided by
this Article shall not be deemed exclusive of any other rights to which a person
seeking  indemnification  may be entitled under these Articles of Incorporation,
the Corporation's  Code of By-Laws,  any resolution of the Board of Directors or
Shareholders,  any other  authorization,  whenever  adopted,  after notice, by a
majority vote of all Voting Stock then outstanding,  or any contract, both as to
action in his  official  capacity  and as to action in  another  capacity  while
holding  such office,  and shall  continue as to a person who has ceased to be a
Director,  Officer,  employee  or agent,  and shall  inure to the benefit of the
heirs, executors and administrators of such a person.

     Section 13.06. Vested Right to Indemnification. The right of any individual
to  indemnification  under this Article  shall vest at the time of occurrence or
performance  of any event,  act or omission  giving rise to any action,  suit or
proceeding  of the nature  referred to in Section  13.01 of this Article 13 and,
once vested,  shall not later be impaired as a result of any amendment,  repeal,
alteration  or  other   modification   of  any  or  all  of  these   provisions.
Notwithstanding the foregoing,  the indemnification  afforded under this Article
shall be  applicable  to all alleged  prior acts or omissions of any  individual
seeking indemnification hereunder, regardless of the fact that such alleged acts
or omissions  may have occurred  prior to the adoption of this  Article.  To the
extent  such  prior  acts or  omissions  cannot be deemed to be  covered by this
Article 13, the right of any individual to indemnification  shall be governed by
the  indemnification  provisions  in  effect at the time of such  prior  acts or
omissions.

     Section  13.07.  Insurance.  The  Corporation  may  purchase  and  maintain
insurance on behalf of any person who is or was a Director, Officer, employee or
agent  of  the  Corporation,  or who is or was  serving  at the  request  of the
Corporation  as a  director,  officer,  partner,  trustee,  employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other  enterprise,  against any  liability  asserted  against or incurred by the
individual  in that  capacity  or  arising  from the  individual's  status  as a
Director,  Officer, employee or agent, whether or not the Corporation would have
power to indemnify the individual against the same liability under this Article.


     Section  13.08.  Additional  Definitions.  For  purposes  of this  Article,
references  to  the   "Corporation"   shall  include  any  domestic  or  foreign
predecessor  entity of the Corporation in a merger or other transaction in which
the predecessor's existence ceased upon consummation of the transaction.

     For  purposes  of this  Article,  serving an employee  benefit  plan at the
request of the  Corporation  shall  include any service as a Director,  Officer,
employee  or agent of the  Corporation  which  imposes  duties  on, or  involves
services  by such  Director,  Officer,  employee,  or agent  with  respect to an
employee benefit plan, its participants, or beneficiaries. A person who acted in
good faith and in a manner he reasonably believed to be in the best interests of
the participants  and  beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interest of the  Corporation"
referred to in this Article.

     For purposes of this Article, "party" includes any individual who is or was
a plaintiff,  defendant or respondent in any action, suit or proceeding,  or who
is threatened to be made a named defendant or respondent in any action,  suit or
proceeding.

     For purposes of this Article,  "official capacity",  when used with respect
to a Director,  shall mean the office of director of the  Corporation;  and when
used with respect to an individual other than a Director,  shall mean the office
in the Corporation held by the Officer or the employment or agency  relationship
undertaken  by the  employee  or agent on behalf of the  Corporation.  "Official
capacity" does not include service for any other foreign or domestic corporation
or any  partnership,  joint  venture,  trust,  employee  benefit  plan, or other
enterprise, whether for profit or not.

     Section  13.09.  Payments  a Business  Expense.  Any  payments  made to any
indemnified  party under this Article  under any other right to  indemnification
shall  be  deemed  to be an  ordinary  and  necessary  business  expense  of the
Corporation,  and payment  thereof shall not subject any person  responsible for
the payment, or the Board of Directors,  to any action for corporate waste or to
any similar action.

     Under the Act, an Indiana  corporation may purchase and maintain  insurance
on behalf of any person who is or was a director,  officer, employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director,  officer,  employee  or  agent  of  another  enterprise,  against  any
liability  asserted  against  him or incurred  by him in any such  capacity,  or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such  liability  under the provisions of the Act.
The  Registrant  has purchased  insurance  designed to protect and indemnify the
Registrant  and its officers and  directors in case they are required to pay any
amounts arising from certain claims,  including  claims under the Securities Act
of 1933, which might be made against the officers and directors by reason of any
actual or alleged act,  error,  omission,  misstatement,  misleading  statement,
neglect,  or  breach of duty  while  acting in their  respective  capacities  as
officers or directors of the Registrant.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        The  exhibits furnished with this registration  statement  are listed on
     page E-1.

Item 9. Undertakings.

     (a) The undersigned  Registrant  hereby  undertakes (1) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this  Registration  Statement (i) to include any prospectus  required by Section
10(a)(3) of the 1933 Act; (ii) to reflect in the  prospectus any facts or events
arising  after the  effective  date of the  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
Registration  Statement  (provided  that any  increase  or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the  estimated  maximum  offering  range  may  be  reflected  in the  form  of a
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20% change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration  Fee"  table in the  effective  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 clauses
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective  amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are
incorporated  by  reference in the  Registration  Statement;  (2) that,  for the
purpose  of   determining   any   liability   under  the  1933  Act,  each  such
post-effective  amendment  shall be  deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof;  and
(3) to remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  that remain unsold at the  termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act 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) Insofar as indemnification  for liabilities  arising under the 1933 Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission,  such indemnification is
against  public  policy  as  expressed  in  the  1933  Act  and  is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Plainfield,  and the State of Indiana,  on this 19th
day of November, 2002.

                                       CITY SAVINGS FINANCIAL CORPORATION

                                       By  /s/ Thomas F. Swirski
                                           -------------------------------------
                                           Thomas F. Swirski
                                           President and Chief Executive Officer

     Each person whose signature  appears below hereby  constitutes and appoints
Thomas F.  Swirski  and George L. Koehm,  and each of them,  his true and lawful
attorney-in-fact  and agent, with full power of substitution and  resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement on Form S-8 and to file the same, with all exhibits thereto, and other
documents in connection  therewith,  with the Securities and Exchange Commission
under the Securities Act of 1933.

     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 dates indicated.

<TABLE>
<CAPTION>

    Signatures                         Title                           Date
    ----------                         -----                           ----

(1) Principal Executive Officer:


<S>     <C>    <C>    <C>    <C>    <C>    <C>
    /s/ Thomas F. Swirski
    ---------------------------        President and Chief Executive )
    Thomas F. Swirski                  Officer                       )
                                                                     )
                                                                     )
(2) Principal Financial and Accounting                               )
    Officer:                                                         )
                                                                     )
                                                                     )
    /s/ George L. Koehm                Treasurer and Controller      )
    ---------------------------                                      )
    George L. Koehm                                                  ) November 19, 2002
                                                                     )
                                                                     )
(3) The Board of Directors:                                          )
                                                                     )
                                                                     )
    /s/ Bruce W. Steinke               Director                      )
    ---------------------------                                      )
    Bruce W. Steinke                                                 )
                                                                     )
                                                                     )
    /s/ Richard G. Cook                Director                      )
    ---------------------------                                      )
    Richard G. Cook                                                  )
                                                                     )
<PAGE>
                                                                     )
    /s/ George L. Koehm                Director                      )
    ---------------------------                                      )
    George L. Koehm                                                  )
                                                                     )
                                                                     )
    /s/ Mark T. Savinski               Director                      ) November 19, 2002
    ---------------------------                                      )
    Mark T. Savinski                                                 )
                                                                     )
                                                                     )
    /s/ Thomas F. Swirski              Director                      )
    ---------------------------                                      )
    Thomas F. Swirski                                                )
</TABLE>
<PAGE>


                                INDEX TO EXHIBITS


                                                                        Page No.
                                                                        In This
Exhibit No.  Description                                                Filing
-----------  -----------                                                ------

      4.1    Articles  of  Incorporation  of the  Registrant  are          *
             incorporated  by  reference  to  Exhibit  3(1)  to
             the  Registrant's Registration Statement on Form SB-2
             (Registration No. 333-70228).

      4.2    By-Laws of the  Registrant  are  incorporated  by             *
             reference to Exhibit 3(2) of the Registrant's
             Registration Statement on Form SB-2 (Registration No.
             333-70228).

      5      Opinion of Barnes & Thornburg  as to the  legality
             of the securities being registered.

     23.1    Consent of BKD, LLP

     23.2    Consent of Barnes & Thornburg (included as part of
             Exhibit 5).

     24      Power  of  Attorney  (set  forth  on  page  S-1 of
             this  Registration Statement).

(*) Previously filed with the SEC and by this reference incorporated into this
Registration Statement.
[{"type": "S-8", "sequence": "1", "filename": "csfc_s8.txt", "secsgml_size_bytes": 31273}]
{"company-data": {"conformed-name": "CITY SAVINGS FINANCIAL CORP", "cik": "0001159404", "assigned-sic": "6036", "irs-number": "352156159", "state-of-incorporation": "IN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101300", "film-number": "02833233"}, "business-address": {"street1": "2000 FRANKLIN STREET", "city": "MICHIGAN CITY", "state": "IN", "zip": "46360-4599", "phone": "2198795364"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                       CITY SAVINGS FINANCIAL CORPORATION
             (Exact name of Registrant as specified in its charter)

             Indiana                                    35-2156159
    (State or other jurisdiction of                  (I.R.S. Employer
     incorporation or organization)                 Identification No.)

          2000 Franklin Street
         Michigan City, Indiana                           46360
(Address of Principal Executive Offices)                (Zip Code)

              CITY SAVINGS FINANCIAL CORPORATION STOCK OPTION PLAN
                            (Full title of the plan)

           Thomas F. Swirski                           Copy to:
President and Chief Executive Officer          Claudia V. Swhier, Esq.
 City Savings Financial Corporation              Barnes & Thornburg
         2000 Franklin Street                   11 S. Meridian Street
      Michigan City, Indiana  46360          Indianapolis, Indiana 46204
 (Name and address of agent for service)

  Telephone number, including area code,
          of agent for service:
             (219) 879-5364
CALCULATION OF REGISTRATION FEE

                                         Proposed maximum      Proposed maximum
Title of securities to   Amount to be   offering price per    aggregate offering        Amount of
be registered             registered        share (1)              price (1)        registration fee
----------------------   ------------   ------------------    ------------------    ----------------
Common Stock, without       55,545           $14.57               $809,290.65            $74.45
par value
(1)  Estimated  solely to determine the registration fee and based on the option
     price of stock options  already  granted under the Plan and on the weighted
     average of the bid and asked sales prices per share of Common Stock of City
     Savings  Financial  Corporation  on November 13, 2002, as to shares not yet
     subject to options granted under the Plan, pursuant to Rule 457(c) and (h).

(2)  Any  additional  shares of  Common  Stock to be issued as a result of stock
     dividends,  stock splits, or similar  transactions shall be covered by this
     Registration Statement as provided in Rule 416.
PART I
                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

     Document(s)  containing  information  specified  by  Part I of the  form of
Registration  Statement on Form S-8,  promulgated  under the  Securities  Act of
1933, as amended (the "1933 Act"),  will be sent or given to participants in the
City Savings  Financial  Corporation Stock Option Plan (the "Plan") as specified
in Rule 428(b)(1)  promulgated by the  Securities and Exchange  Commission  (the
"Commission")  under the 1933 Act. Such document(s) are not being filed with the
Commission but constitute  (along with the documents  incorporated  by reference
into  this  Form  S-8  Registration  Statement  (the  "Registration  Statement")
pursuant to Item 3 of Part II hereof),  a prospectus that meets the requirements
of Section 10(a) of the 1933 Act.

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents  are hereby  incorporated  by reference  into this
Registration Statement:

     (1)  The  annual  report  of  City  Savings   Financial   Corporation  (the
"Registrant")  for the year ended June 30, 2002,  filed with the  Securities and
Exchange Commission on Form 10-KSB;

     (2) The quarterly  report of the  Registrant on Form 10-QSB for the quarter
ended  September 30, 2002, and all other reports filed pursuant to Section 13 or
15(d) of the Securities  Exchange Act of 1934 (the "1934 Act") by the Registrant
since June 30, 2002; and

     (3) The description of the capital stock of the Registrant contained in the
Registrant's Registration Statement on Form 8-A, which became effective with the
Commission  on December 27, 2001,  and all  amendments  or reports filed for the
purpose of updating such description.

     All documents  subsequently  filed by the  Registrant  with the  Commission
pursuant to Sections  13(a),  13(c),  14, and 15(d) of the 1934 Act prior to the
filing of a  post-effective  amendment  that  indicates  that all shares offered
hereby  have been sold or that  deregisters  all shares then  remaining  unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part thereof from the date they are filed.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 21 of the Indiana Business Corporation Law, as amended (the "BCL"),
grants to each  corporation  broad  powers  to  indemnify  directors,  officers,
employees or agents  against  expenses  incurred in certain  proceedings  if the
conduct in question was found to be in good faith and was reasonably believed to
be in the corporation's  best interests.  This statute provides,  however,  that
this indemnification should not be deemed exclusive of any other indemnification
rights provided by the articles of incorporation,  by-laws,  resolution or other
authorization  adopted by a majority  vote of the voting  shares then issued and
outstanding.  Section 10.05 and Article 13 of the Articles of  Incorporation  of
the Registrant state as follows:

     Section  10.05.  Limitation of Liability and Reliance on Corporate  Records
and Other Information.

     Clause 10.051. General Limitation.  No Director, member of any committee of
the Board of Directors, or of another committee appointed by the Board, Officer,
employee or agent of the  Corporation  ("Corporate  Person") shall be liable for
any loss or damage if, in taking or  omitting  to take any action  causing  such
loss or damage,  either (1) such Corporate  Person acted (A) in good faith,  (B)
with the  care an  ordinarily  prudent  person  in a like  position  would  have
exercised under similar circumstances, and (C) in a manner such Corporate Person
reasonably  believed was in the best interests of the  Corporation,  or (2) such
Corporate  Person's breach of or failure to act in accordance with the standards
of conduct set forth in Clause  10.051(1) above (the "Standards of Conduct") did
not constitute willful misconduct or recklessness.

     Clause 10.052.  Reliance on Corporate  Records and Other  Information.  Any
"Corporate  Person"  shall be fully  protected,  and  shall  be  deemed  to have
complied with the Standards of Conduct,  in relying in good faith,  with respect
to any information  contained therein,  upon (1) the Corporate  Records,  or (2)
information, opinions, reports or statements (including financial statements and
other  financial  data) prepared or presented by (A) one or more other Corporate
Persons whom such Corporate  Person  reasonably  believes to be competent in the
matters presented,  (B) legal counsel, public accountants or other persons as to
matters that such Corporate Person reasonably  believes are within such person's
professional or expert competence,  (C) a committee of the Board of Directors or
other  committee  appointed by the Board of Directors,  of which such  Corporate
Person  is not a member,  if such  Corporate  Person  reasonably  believes  such
committee  of  the  Board  of  Directors  or  such  appointed  committee  merits
confidence,  or (D) the Board of Directors,  if such  Corporate  Person is not a
Director and reasonably believes that the Board merits confidence.

                                   ARTICLE 13
                                 Indemnification

     Section 13.01.  General.  The  Corporation  shall, to the fullest extent to
which it is empowered to do so by the Act, or any other applicable laws, as from
time to time in  effect,  indemnify  any  person  who was or is a  party,  or is
threatened to be made a party, to any threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal, administrative or investigative and
whether formal or informal,  by reason of the fact that he is or was a Director,
Officer,  employee or agent of the  Corporation,  or who,  while serving as such
Director,  Officer,  employee or agent of the Corporation,  is or was serving at
the  request  of the  Corporation  as a  director,  officer,  partner,  trustee,
employee or agent of another  corporation,  partnership,  joint venture,  trust,
employee  benefit plan or other  enterprise,  whether for profit or not, against
expenses (including counsel fees), judgments,  settlements,  penalties and fines
(including  excise  taxes  assessed  with  respect to  employee  benefit  plans)
actually or reasonably  incurred by him in accordance with such action,  suit or
proceeding, if he acted in good faith and in a manner he reasonably believed, in
the case of conduct in his official  capacity,  was in the best interests of the
Corporation,  and in all other cases,  was not opposed to the best  interests of
the  Corporation,  and, with respect to any criminal  action or  proceeding,  he
either had  reasonable  cause to believe his conduct was lawful or no reasonable
cause to believe his conduct was unlawful.  The termination of any action,  suit
or proceeding by judgment,  order,  settlement or conviction,  or upon a plea of
nolo  contendere or its equivalent,  shall not, of itself,  create a presumption
that the person did not meet the prescribed standard of conduct.

     Section  13.02.  Authorization  of  Indemnification.  To the extent  that a
Director,  Officer, employee or agent of the Corporation has been successful, on
the merits or  otherwise,  in the  defense  of any  action,  suit or  proceeding
referred to in Section  13.01 of this  Article,  or in the defense of any claim,
issue or matter  therein,  the  Corporation  shall indemnify such person against
expenses  (including  counsel  fees)  actually and  reasonably  incurred by such
person in connection therewith. Any other indemnification under Section 13.01 of
this Article (unless  ordered by a court) shall be made by the Corporation  only
as authorized in the specific case, upon a determination that indemnification of
the Director,  Officer,  employee or agent is permissible  in the  circumstances
because he has met the applicable standard of conduct.  Such determination shall
be made (1) by the Board of Directors by a majority vote of a quorum  consisting
of  Directors  who  were  not at the  time  parties  to  such  action,  suit  or
proceeding;  or (2) if a quorum cannot be obtained under  subdivision  (1), by a
majority vote of a committee duly designated by the Board of Directors (in which
designation Directors who are parties may participate), consisting solely of two
or more Directors not at the time parties to such action, suit or proceeding; or
(3) by special  legal  counsel:  (A)  selected by the Board of  Directors or its
committee in the manner prescribed in subdivision (1) or (2), or (B) if a quorum
of the  Board of  Directors  cannot  be  obtained  under  subdivision  (1) and a
committee  cannot be designated under  subdivision  (2),  selected by a majority
vote of the full  Board of  Directors  (in  which  selection  Directors  who are
parties may  participate);  or (4) by the  Shareholders,  but shares owned by or
voted under the control of Directors who are at the time parties to such action,
suit or proceeding may not be voted on the determination.

     Authorization of  indemnification  and evaluation as to  reasonableness  of
expenses  shall  be  made  in  the  same  manner  as  the   determination   that
indemnification  is  permissible,  except that if the  determination  is made by
special legal counsel,  authorization  of  indemnification  and evaluation as to
reasonableness  of expenses shall be made by those entitled under subsection (3)
to select counsel.

     Section 13.03. Good Faith Defined.  For purposes of any determination under
Section 13.01 of this Article 13, a person shall be deemed to have acted in good
faith and to have otherwise met the applicable  standard of conduct set forth in
Section  13.01 if his  action is based on  information,  opinions,  reports,  or
statements, including financial statements and other financial data, if prepared
or presented by (1) one or more  Officers or  employees  of the  Corporation  or
another  enterprise whom he reasonably  believes to be reliable and competent in
the matters  presented;  (2) legal counsel,  public  accountants,  appraisers or
other  persons as to  matters he  reasonably  believes  are within the  person's
professional or expert competence;  or (3) a committee of the Board of Directors
of the Corporation or another  enterprise of which the person is not a member if
he  reasonably  believes the  committee  merits  confidence.  The term  "another
enterprise"  as used in this Section 13.03 shall mean any other  corporation  or
any partnership, joint venture, trust, employee benefit plan or other enterprise
of which such person is or was serving at the  request of the  Corporation  as a
director,  officer,  partner, trustee, employee or agent. The provisions of this
Section  13.03  shall not be deemed to be  exclusive  or to limit in any way the
circumstances  in  which a  person  may be  deemed  to have  met the  applicable
standards of conduct set forth in Section 13.01 of this Article 13.

     Section  13.04.  Payment of  Expenses  in  Advance.  Expenses  incurred  in
connection with any civil or criminal action, suit or proceeding may be paid for
or reimbursed by the  Corporation  in advance of the final  disposition  of such
action,  suit or  proceeding,  as  authorized  in the specific  case in the same
manner  described in Section  13.02 of this  Article,  upon receipt of a written
affirmation of the Director, Officer, employee or agent's good faith belief that
he has met the standard of conduct  described  in Section  13.01 of this Article
and upon  receipt  of a written  undertaking  by or on  behalf of the  Director,
Officer,  employee  or agent to repay  such  amount  if it shall  ultimately  be
determined  that he did not meet  the  standard  of  conduct  set  forth in this
Article  13,  and a  determination  is made that the facts  then  known to those
making the determination would not preclude  indemnification  under this Article
13.

     Section 13.05.  Provisions Not Exclusive.  The indemnification  provided by
this Article shall not be deemed exclusive of any other rights to which a person
seeking  indemnification  may be entitled under these Articles of Incorporation,
the Corporation's  Code of By-Laws,  any resolution of the Board of Directors or
Shareholders,  any other  authorization,  whenever  adopted,  after notice, by a
majority vote of all Voting Stock then outstanding,  or any contract, both as to
action in his  official  capacity  and as to action in  another  capacity  while
holding  such office,  and shall  continue as to a person who has ceased to be a
Director,  Officer,  employee  or agent,  and shall  inure to the benefit of the
heirs, executors and administrators of such a person.

     Section 13.06. Vested Right to Indemnification. The right of any individual
to  indemnification  under this Article  shall vest at the time of occurrence or
performance  of any event,  act or omission  giving rise to any action,  suit or
proceeding  of the nature  referred to in Section  13.01 of this Article 13 and,
once vested,  shall not later be impaired as a result of any amendment,  repeal,
alteration  or  other   modification   of  any  or  all  of  these   provisions.
Notwithstanding the foregoing,  the indemnification  afforded under this Article
shall be  applicable  to all alleged  prior acts or omissions of any  individual
seeking indemnification hereunder, regardless of the fact that such alleged acts
or omissions  may have occurred  prior to the adoption of this  Article.  To the
extent  such  prior  acts or  omissions  cannot be deemed to be  covered by this
Article 13, the right of any individual to indemnification  shall be governed by
the  indemnification  provisions  in  effect at the time of such  prior  acts or
omissions.

     Section  13.07.  Insurance.  The  Corporation  may  purchase  and  maintain
insurance on behalf of any person who is or was a Director, Officer, employee or
agent  of  the  Corporation,  or who is or was  serving  at the  request  of the
Corporation  as a  director,  officer,  partner,  trustee,  employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other  enterprise,  against any  liability  asserted  against or incurred by the
individual  in that  capacity  or  arising  from the  individual's  status  as a
Director,  Officer, employee or agent, whether or not the Corporation would have
power to indemnify the individual against the same liability under this Article.

     Section  13.08.  Additional  Definitions.  For  purposes  of this  Article,
references  to  the   "Corporation"   shall  include  any  domestic  or  foreign
predecessor  entity of the Corporation in a merger or other transaction in which
the predecessor's existence ceased upon consummation of the transaction.

     For  purposes  of this  Article,  serving an employee  benefit  plan at the
request of the  Corporation  shall  include any service as a Director,  Officer,
employee  or agent of the  Corporation  which  imposes  duties  on, or  involves
services  by such  Director,  Officer,  employee,  or agent  with  respect to an
employee benefit plan, its participants, or beneficiaries. A person who acted in
good faith and in a manner he reasonably believed to be in the best interests of
the participants  and  beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interest of the  Corporation"
referred to in this Article.

     For purposes of this Article, "party" includes any individual who is or was
a plaintiff,  defendant or respondent in any action, suit or proceeding,  or who
is threatened to be made a named defendant or respondent in any action,  suit or
proceeding.

     For purposes of this Article,  "official capacity",  when used with respect
to a Director,  shall mean the office of director of the  Corporation;  and when
used with respect to an individual other than a Director,  shall mean the office
in the Corporation held by the Officer or the employment or agency  relationship
undertaken  by the  employee  or agent on behalf of the  Corporation.  "Official
capacity" does not include service for any other foreign or domestic corporation
or any  partnership,  joint  venture,  trust,  employee  benefit  plan, or other
enterprise, whether for profit or not.

     Section  13.09.  Payments  a Business  Expense.  Any  payments  made to any
indemnified  party under this Article  under any other right to  indemnification
shall  be  deemed  to be an  ordinary  and  necessary  business  expense  of the
Corporation,  and payment  thereof shall not subject any person  responsible for
the payment, or the Board of Directors,  to any action for corporate waste or to
any similar action.

     Under the Act, an Indiana  corporation may purchase and maintain  insurance
on behalf of any person who is or was a director,  officer, employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director,  officer,  employee  or  agent  of  another  enterprise,  against  any
liability  asserted  against  him or incurred  by him in any such  capacity,  or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such  liability  under the provisions of the Act.
The  Registrant  has purchased  insurance  designed to protect and indemnify the
Registrant  and its officers and  directors in case they are required to pay any
amounts arising from certain claims,  including  claims under the Securities Act
of 1933, which might be made against the officers and directors by reason of any
actual or alleged act,  error,  omission,  misstatement,  misleading  statement,
neglect,  or  breach of duty  while  acting in their  respective  capacities  as
officers or directors of the Registrant.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        The  exhibits furnished with this registration  statement  are listed on
     page E-1.

Item 9. Undertakings.

     (a) The undersigned  Registrant  hereby  undertakes (1) to file, during any
period in which  offers or sales are being made, a  post-effective  amendment to
this  Registration  Statement (i) to include any prospectus  required by Section
10(a)(3) of the 1933 Act; (ii) to reflect in the  prospectus any facts or events
arising  after the  effective  date of the  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
Registration  Statement  (provided  that any  increase  or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the  estimated  maximum  offering  range  may  be  reflected  in the  form  of a
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20% change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration  Fee"  table in the  effective  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 clauses
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective  amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the 1934 Act that are
incorporated  by  reference in the  Registration  Statement;  (2) that,  for the
purpose  of   determining   any   liability   under  the  1933  Act,  each  such
post-effective  amendment  shall be  deemed to be a new  Registration  Statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering  thereof;  and
(3) to remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  that remain unsold at the  termination of the
offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act 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) Insofar as indemnification  for liabilities  arising under the 1933 Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission,  such indemnification is
against  public  policy  as  expressed  in  the  1933  Act  and  is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Plainfield,  and the State of Indiana,  on this 19th
day of November, 2002.

                                       CITY SAVINGS FINANCIAL CORPORATION

                                       By  /s/ Thomas F. Swirski
                                           -------------------------------------
                                           Thomas F. Swirski
                                           President and Chief Executive Officer

     Each person whose signature  appears below hereby  constitutes and appoints
Thomas F.  Swirski  and George L. Koehm,  and each of them,  his true and lawful
attorney-in-fact  and agent, with full power of substitution and  resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement on Form S-8 and to file the same, with all exhibits thereto, and other
documents in connection  therewith,  with the Securities and Exchange Commission
under the Securities Act of 1933.

     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 dates indicated.
Signatures                         Title                           Date
    ----------                         -----                           ----

(1) Principal Executive Officer:
/s/ Thomas F. Swirski
    ---------------------------        President and Chief Executive )
    Thomas F. Swirski                  Officer                       )
                                                                     )
                                                                     )
(2) Principal Financial and Accounting                               )
    Officer:                                                         )
                                                                     )
                                                                     )
    /s/ George L. Koehm                Treasurer and Controller      )
    ---------------------------                                      )
    George L. Koehm                                                  ) November 19, 2002
                                                                     )
                                                                     )
(3) The Board of Directors:                                          )
                                                                     )
                                                                     )
    /s/ Bruce W. Steinke               Director                      )
    ---------------------------                                      )
    Bruce W. Steinke                                                 )
                                                                     )
                                                                     )
    /s/ Richard G. Cook                Director                      )
    ---------------------------                                      )
    Richard G. Cook                                                  )
                                                                     )
)
    /s/ George L. Koehm                Director                      )
    ---------------------------                                      )
    George L. Koehm                                                  )
                                                                     )
                                                                     )
    /s/ Mark T. Savinski               Director                      ) November 19, 2002
    ---------------------------                                      )
    Mark T. Savinski                                                 )
                                                                     )
                                                                     )
    /s/ Thomas F. Swirski              Director                      )
    ---------------------------                                      )
    Thomas F. Swirski                                                )
INDEX TO EXHIBITS

                                                                        Page No.
                                                                        In This
Exhibit No.  Description                                                Filing
-----------  -----------                                                ------

      4.1    Articles  of  Incorporation  of the  Registrant  are          *
             incorporated  by  reference  to  Exhibit  3(1)  to
             the  Registrant's Registration Statement on Form SB-2
             (Registration No. 333-70228).

      4.2    By-Laws of the  Registrant  are  incorporated  by             *
             reference to Exhibit 3(2) of the Registrant's
             Registration Statement on Form SB-2 (Registration No.
             333-70228).

      5      Opinion of Barnes & Thornburg  as to the  legality
             of the securities being registered.

     23.1    Consent of BKD, LLP

     23.2    Consent of Barnes & Thornburg (included as part of
             Exhibit 5).

     24      Power  of  Attorney  (set  forth  on  page  S-1 of
             this  Registration Statement).

(*) Previously filed with the SEC and by this reference incorporated into this
Registration Statement.