<PAGE>
<PAGE>
           As filed with the Securities and Exchange Commission 
                        on March 28, 1997.
                                   Registration No. 33-_____
_________________________________________________________________
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
          _____________________________________________
                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933
          _____________________________________________

                      GFS BANCORP, INC.
---------------------------------------------------------------
    (Exact name of Registrant as Specified in Its Charter)

          Delaware                             42-1410536
---------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)             Identification No.)

                        1025 Main Street
                     Grinnell, Iowa  50112-0030
                        (515) 236-3121
-----------------------------------------------------------------
              (Address of Principal Executive Offices)

                        GFS Bancorp, Inc.
                      1997 Stock Option Plan
-----------------------------------------------------------------
                    (Full Title of the Plan)

                     Cynthia R. Cross, Esquire
                     Daniel L. Hogans, Esquire
                Housley Kantarian & Bronstein, P.C.
                  1220 19th Street N.W., Suite 700
                     Washington, D.C.  20036
-----------------------------------------------------------------
               (Name and Address of Agent For Service)

                        (202) 822-9611
----------------------------------------------------------------
  (Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
                    CALCULATION OF REGISTRATION FEE
===================================================================================
<S>                   <C>           <C>               <C>                 <C>
Title of each                       Proposed Maximum   Proposed Maximum    Amount of
class of Securities  Amount to be   Offering Price    Aggregate Offering Registration
to be registered      registered      Per Share              Price            Fee
------------------------------------------------------------------------------------
Common Stock,
$.01 par value       49,435 (1)      $    (2)          $1,043,502.50(2)    $316.22
=====================================================================================
<FN>
(1)   Maximum number of shares issuable under the GFS Bancorp, Inc. 1997 Stock
      Option Plan, as such amounts may be increased in accordance with said plan
      in the event of a merger, consolidation, recapitalization or similar event
      involving the Registrant.
(2)   Under Rule 457(h) the registration fee may be calculated, inter alia,
      based upon the price at which the options may be exercised.  49,435 shares
      are being registered hereby, of which 30,960 are under option at a
      weighted average exercise price of $20.875 per share ($646,290.00 in the
      aggregate).  The remainder of such shares, which are not presently subject
      to option (18,475 shares), are being registered based upon the average of
      the high and low selling prices of the common stock of the Registrant as
      reported on the Nasdaq SmallCap Market ("SmallCap") on March 21, 1997 of
      $21.50 per share ($397,212.50 in the aggregate).  Therefore, the total
      amount of the offering being registered herein is $1,043,502.50.
</FN>
/TABLE
<PAGE>
<PAGE>
                         PART I

           INFORMATION REQUIRED IN THE SECTION
                    10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------   INFORMATION*

     *Documents containing the information required by Part I of
this Registration Statement will be sent or given to participants
in the GFS Bancorp, Inc. 1997 Stock Option Plan (the "Plan") in
accordance with Rule 428(b)(1).  In accordance with Note to Part
I of Form S-8, such documents are not filed with the Securities
and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus
supplements.

                          PART II 

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------
     GFS Bancorp, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934
(the "1934 Act") and, accordingly, files periodic reports and
other information with the Commission.  Reports, proxy statements
and other information concerning the Company filed with the
Commission may be inspected and copies may be obtained (at
prescribed rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.  The
Commission also maintains a Web site that contains reports, proxy
and information statements and other information regarding
registrants that file electronically with the Commission,
including the Company.  The address for the Commission's Web site
is "http://www.sec.gov".

     The following documents are incorporated by reference in
this Registration Statement: 

     (a)     The Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1996 as filed with the Commission on
October, 1, 1996 (Commission File No. 0-22742).

     (b)     The Company's Quarterly Report on Form 10-QSB for
the quarter ended September 30, 1996 as filed with the Commission
on November 14, 1996 (Commission File No. 0-22742).

     (c)      The Company's Quarterly Report on Form 10-QSB for
the quarter ended December 31, 1996 as filed with the Commission
on February 13, 1997 (Commission File No. 0-22742).

     (d)     The description of the Company's securities as
contained in the Company's Registration Statement on Form 8-A as
filed with the Commission on October 29, 1993 (Commission File
No. 0-22742).

     ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 AFTER THE DATE HEREOF AND PRIOR TO THE FILING OF A POST-
EFFECTIVE AMENDMENT WHICH INDICATES THAT ALL SHARES OF COMMON
STOCK, PAR VALUE $.01 PER SHARE ("COMMON STOCK") OFFERED HAVE
BEEN SOLD OR WHICH DEREGISTERS ALL SHARES OF COMMON STOCK THEN
REMAINING UNSOLD SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE
IN THIS REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE
DATE OF FILING OF SUCH DOCUMENTS.

ITEM 4.  DESCRIPTION OF SECURITIES
------
        Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------
        Not Applicable.
<PAGE>
<PAGE>
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------
     The Certificate of Incorporation of the Company provides
that a director or officer of the Company shall be indemnified by
the Company to the fullest extent authorized by the General
Corporation Law of the State of Delaware against all expenses,
liability and loss reasonably incurred or suffered by such person
in connection with his activities as a director or officer or as
a director or officer of another company, if the director or
officer held such position at the request of the Company. 
Delaware law requires that such director, officer, employee or
agent, in order to be indemnified, must have acted in good faith
and in a manner reasonably believed to be not opposed to the best
interests of the Company and, with respect to any criminal action
or proceeding, without reasonable cause to believe his conduct
was unlawful.

     The Certificate of Incorporation and Delaware law also
provide that the indemnification provisions of such Certificate
and the statute are not exclusive of any other right which a
person seeking indemnification may have or later acquire under
any statute, provision of the Certificate of Incorporation,
Bylaws of the Company, agreement, vote of stockholders or
disinterested directors or otherwise.

     In addition, the Certificate of Incorporation and Delaware
law also provide that the Company may maintain insurance, at its
expense, to protect itself and any director, officer, employee or
agent of the Company or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability
or loss, whether or not the Company has the power to indemnify
such person against such expense, liability or loss under the
Delaware General Corporation Law.  The Company maintains such
insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------
       Not Applicable.

ITEM 8.  EXHIBITS
------
     For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of
this Registration Statement.

ITEM 9.  UNDERTAKINGS
------

     1.     The undersigned registrant hereby undertakes:

          (a)  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 Securities Act of 1933;

                 (ii)  To reflect in the prospectus any facts or
              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.  Notwithstanding the foregoing, 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 and of the
              estimated maximum offering range may be reflected
              in the form of prospectus filed with the Commission
              pursuant to Rule 424(b) if, in the aggregate, the
              changes in volume and price represent no more than
              20 percent change in the maximum aggregate offering
              price set forth in the "Calculation of Registration
              Fee" table in the effective registration statement.
<PAGE>
<PAGE>
                 (iii)  To include any material information with
              respect to the plan of distribution not previously
              disclosed in the  registration statement or any
              material change to such information in the
              registration statement;
            
provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

          (b)  That, for the purpose of determining any liability
under the Securities Act of 1934, to treat each post-effective
amendment as a new registration statement relating to the
securities offered, and the offering of the securities at that
time to be the initial bona fide offering.

          (c)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

          (d)  If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout
a continuous offering.

     2.     The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

     3.     The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.

     4.     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.<PAGE>
<PAGE>
                      SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Grinnell, State of Iowa, on March
21, 1997.
                        GFS BANCORP, INC.

                             /s/ Steven L. Opsal
                        By: ---------------------------
                            Steven L. Opsal
                            President and Chief Executive Officer
                            (Duly Authorized Representative)

                 POWER OF ATTORNEY

     We, the undersigned Directors of GFS Bancorp, Inc., hereby
severally constitute and appoint Steven L. Opsal, with full power
of substitution, our true and lawful attorney and agent, to do
any and all things in our names in the capacities indicated below
which said Steven L. Opsal may deem necessary or advisable to
enable GFS Bancorp, Inc. to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of
the Securities and Exchange Commission, in connection with the
registration on Form S-8 of GFS Bancorp, Inc. common stock that
may be awarded pursuant to the GFS Bancorp, Inc. 1997 Stock
Option Plan, including specifically, but not limited to, power
and authority to sign for us in our names in the capacities
indicated below, the registration statement and any and all
amendments (including post-effective amendments) thereto; and we
hereby ratify and confirm all that said Steven L. Opsal 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 dates indicated.
<TABLE>
<CAPTION>
Signatures                       Title                        Date
-----------                      -----                        -----
<S>                           <C>                            <C>
/s/ Steven L. Opsal
-------------------------     President, Chief Executive     March 21, 1997
Steven L. Opsal               Officer, and Director

/s/ Katherine A. Rose
-------------------------     Senior Vice President,         March 21, 1997
Katherine A. Rose             Principal Accounting Officer,
                              and Director
/s/ LeRoy E. Meredith
-------------------------     Chairman of the Board          March 21, 1997
LeRoy E. Meredith

/s/ Theodore Mokricky
-------------------------     Vice Chairman of the Board     March 21, 1997
Theodore Mokricky

/s/ David S. Clay
-------------------------     Director                       March 21, 1997
David S. Clay

                      
-------------------------     Director                       March __, 1997
Albert C. Eisenman

/s/ Donald H. Howig
-------------------------     Director                       March 21, 1997
Donald H. Howig

/s/ Scott A. Jensen
-------------------------     Director                       March 21, 1997
Scott A. Jensen

/s/ Thomas M. Groth
-------------------------     Director                       March 21, 1997
Thomas M. Groth
/TABLE
<PAGE>
<PAGE>


                             INDEX TO EXHIBITS


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

5            Opinion of Housley Kantarian & Bronstein, P.C.
             as to the legality of the Common Stock being
             registered 

23.1         Consent of Housley Kantarian & Bronstein, P.C.
             (appears in their opinion filed as Exhibit 5)

23.2         Consent of Independent Certified Public
             Accountants

99.1         GFS Bancorp, Inc. 1997 Stock Option Plan

99.2         Form of Stock Option Agreement to be entered
             into with Optionees with respect to Stock
             Options granted under the GFS Bancorp, Inc.
             1997 Stock Option Plan
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18838}]
{"company-data": {"conformed-name": "GFS BANCORP INC", "cik": "0000912244", "assigned-sic": "6035", "irs-number": "421410536", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24157", "film-number": "97567410"}, "business-address": {"street1": "1025 MAIN ST", "city": "GRINNELL", "state": "IA", "zip": "50112", "phone": "5152363121"}, "mail-address": {"street1": "1025 MAIN STREET", "street2": "PO BOX 30", "city": "GRINNELL", "state": "IA", "zip": "50112"}}
As filed with the Securities and Exchange Commission 
                        on March 28, 1997.
                                   Registration No. 33-_____
_________________________________________________________________
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
          _____________________________________________
                            FORM S-8
                  REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933
          _____________________________________________

                      GFS BANCORP, INC.
---------------------------------------------------------------
    (Exact name of Registrant as Specified in Its Charter)

          Delaware                             42-1410536
---------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)             Identification No.)

                        1025 Main Street
                     Grinnell, Iowa  50112-0030
                        (515) 236-3121
-----------------------------------------------------------------
              (Address of Principal Executive Offices)

                        GFS Bancorp, Inc.
                      1997 Stock Option Plan
-----------------------------------------------------------------
                    (Full Title of the Plan)

                     Cynthia R. Cross, Esquire
                     Daniel L. Hogans, Esquire
                Housley Kantarian & Bronstein, P.C.
                  1220 19th Street N.W., Suite 700
                     Washington, D.C.  20036
-----------------------------------------------------------------
               (Name and Address of Agent For Service)

                        (202) 822-9611
----------------------------------------------------------------
  (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
===================================================================================
Title of each                       Proposed Maximum   Proposed Maximum    Amount of
class of Securities  Amount to be   Offering Price    Aggregate Offering Registration
to be registered      registered      Per Share              Price            Fee
------------------------------------------------------------------------------------
Common Stock,
$.01 par value       49,435 (1)      $    (2)          $1,043,502.50(2)    $316.22
=====================================================================================
(1)   Maximum number of shares issuable under the GFS Bancorp, Inc. 1997 Stock
      Option Plan, as such amounts may be increased in accordance with said plan
      in the event of a merger, consolidation, recapitalization or similar event
      involving the Registrant.
(2)   Under Rule 457(h) the registration fee may be calculated, inter alia,
      based upon the price at which the options may be exercised.  49,435 shares
      are being registered hereby, of which 30,960 are under option at a
      weighted average exercise price of $20.875 per share ($646,290.00 in the
      aggregate).  The remainder of such shares, which are not presently subject
      to option (18,475 shares), are being registered based upon the average of
      the high and low selling prices of the common stock of the Registrant as
      reported on the Nasdaq SmallCap Market ("SmallCap") on March 21, 1997 of
      $21.50 per share ($397,212.50 in the aggregate).  Therefore, the total
      amount of the offering being registered herein is $1,043,502.50.
/TABLE
PART I

           INFORMATION REQUIRED IN THE SECTION
                    10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*
------

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------   INFORMATION*

     *Documents containing the information required by Part I of
this Registration Statement will be sent or given to participants
in the GFS Bancorp, Inc. 1997 Stock Option Plan (the "Plan") in
accordance with Rule 428(b)(1).  In accordance with Note to Part
I of Form S-8, such documents are not filed with the Securities
and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus
supplements.

                          PART II 

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------
     GFS Bancorp, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934
(the "1934 Act") and, accordingly, files periodic reports and
other information with the Commission.  Reports, proxy statements
and other information concerning the Company filed with the
Commission may be inspected and copies may be obtained (at
prescribed rates) at the Commission's Public Reference Section,
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.  The
Commission also maintains a Web site that contains reports, proxy
and information statements and other information regarding
registrants that file electronically with the Commission,
including the Company.  The address for the Commission's Web site
is "http://www.sec.gov".

     The following documents are incorporated by reference in
this Registration Statement: 

     (a)     The Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 1996 as filed with the Commission on
October, 1, 1996 (Commission File No. 0-22742).

     (b)     The Company's Quarterly Report on Form 10-QSB for
the quarter ended September 30, 1996 as filed with the Commission
on November 14, 1996 (Commission File No. 0-22742).

     (c)      The Company's Quarterly Report on Form 10-QSB for
the quarter ended December 31, 1996 as filed with the Commission
on February 13, 1997 (Commission File No. 0-22742).

     (d)     The description of the Company's securities as
contained in the Company's Registration Statement on Form 8-A as
filed with the Commission on October 29, 1993 (Commission File
No. 0-22742).

     ALL DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTIONS
13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 AFTER THE DATE HEREOF AND PRIOR TO THE FILING OF A POST-
EFFECTIVE AMENDMENT WHICH INDICATES THAT ALL SHARES OF COMMON
STOCK, PAR VALUE $.01 PER SHARE ("COMMON STOCK") OFFERED HAVE
BEEN SOLD OR WHICH DEREGISTERS ALL SHARES OF COMMON STOCK THEN
REMAINING UNSOLD SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE
IN THIS REGISTRATION STATEMENT, AND TO BE A PART HEREOF FROM THE
DATE OF FILING OF SUCH DOCUMENTS.

ITEM 4.  DESCRIPTION OF SECURITIES
------
        Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------
        Not Applicable.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------
     The Certificate of Incorporation of the Company provides
that a director or officer of the Company shall be indemnified by
the Company to the fullest extent authorized by the General
Corporation Law of the State of Delaware against all expenses,
liability and loss reasonably incurred or suffered by such person
in connection with his activities as a director or officer or as
a director or officer of another company, if the director or
officer held such position at the request of the Company. 
Delaware law requires that such director, officer, employee or
agent, in order to be indemnified, must have acted in good faith
and in a manner reasonably believed to be not opposed to the best
interests of the Company and, with respect to any criminal action
or proceeding, without reasonable cause to believe his conduct
was unlawful.

     The Certificate of Incorporation and Delaware law also
provide that the indemnification provisions of such Certificate
and the statute are not exclusive of any other right which a
person seeking indemnification may have or later acquire under
any statute, provision of the Certificate of Incorporation,
Bylaws of the Company, agreement, vote of stockholders or
disinterested directors or otherwise.

     In addition, the Certificate of Incorporation and Delaware
law also provide that the Company may maintain insurance, at its
expense, to protect itself and any director, officer, employee or
agent of the Company or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability
or loss, whether or not the Company has the power to indemnify
such person against such expense, liability or loss under the
Delaware General Corporation Law.  The Company maintains such
insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------
       Not Applicable.

ITEM 8.  EXHIBITS
------
     For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of
this Registration Statement.

ITEM 9.  UNDERTAKINGS
------

     1.     The undersigned registrant hereby undertakes:

          (a)  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 Securities Act of 1933;

                 (ii)  To reflect in the prospectus any facts or
              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.  Notwithstanding the foregoing, 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 and of the
              estimated maximum offering range may be reflected
              in the form of prospectus filed with the Commission
              pursuant to Rule 424(b) if, in the aggregate, the
              changes in volume and price represent no more than
              20 percent 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 paragraphs (a)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

          (b)  That, for the purpose of determining any liability
under the Securities Act of 1934, to treat each post-effective
amendment as a new registration statement relating to the
securities offered, and the offering of the securities at that
time to be the initial bona fide offering.

          (c)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

          (d)  If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of
Regulation S-X at the start of any delayed offering or throughout
a continuous offering.

     2.     The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

     3.     The undersigned registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.

     4.     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.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Grinnell, State of Iowa, on March
21, 1997.
                        GFS BANCORP, INC.

                             /s/ Steven L. Opsal
                        By: ---------------------------
                            Steven L. Opsal
                            President and Chief Executive Officer
                            (Duly Authorized Representative)

                 POWER OF ATTORNEY

     We, the undersigned Directors of GFS Bancorp, Inc., hereby
severally constitute and appoint Steven L. Opsal, with full power
of substitution, our true and lawful attorney and agent, to do
any and all things in our names in the capacities indicated below
which said Steven L. Opsal may deem necessary or advisable to
enable GFS Bancorp, Inc. to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of
the Securities and Exchange Commission, in connection with the
registration on Form S-8 of GFS Bancorp, Inc. common stock that
may be awarded pursuant to the GFS Bancorp, Inc. 1997 Stock
Option Plan, including specifically, but not limited to, power
and authority to sign for us in our names in the capacities
indicated below, the registration statement and any and all
amendments (including post-effective amendments) thereto; and we
hereby ratify and confirm all that said Steven L. Opsal 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 dates indicated.
Signatures                       Title                        Date
-----------                      -----                        -----
/s/ Steven L. Opsal
-------------------------     President, Chief Executive     March 21, 1997
Steven L. Opsal               Officer, and Director

/s/ Katherine A. Rose
-------------------------     Senior Vice President,         March 21, 1997
Katherine A. Rose             Principal Accounting Officer,
                              and Director
/s/ LeRoy E. Meredith
-------------------------     Chairman of the Board          March 21, 1997
LeRoy E. Meredith

/s/ Theodore Mokricky
-------------------------     Vice Chairman of the Board     March 21, 1997
Theodore Mokricky

/s/ David S. Clay
-------------------------     Director                       March 21, 1997
David S. Clay

                      
-------------------------     Director                       March __, 1997
Albert C. Eisenman

/s/ Donald H. Howig
-------------------------     Director                       March 21, 1997
Donald H. Howig

/s/ Scott A. Jensen
-------------------------     Director                       March 21, 1997
Scott A. Jensen

/s/ Thomas M. Groth
-------------------------     Director                       March 21, 1997
Thomas M. Groth
/TABLE
INDEX TO EXHIBITS

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

5            Opinion of Housley Kantarian & Bronstein, P.C.
             as to the legality of the Common Stock being
             registered 

23.1         Consent of Housley Kantarian & Bronstein, P.C.
             (appears in their opinion filed as Exhibit 5)

23.2         Consent of Independent Certified Public
             Accountants

99.1         GFS Bancorp, Inc. 1997 Stock Option Plan

99.2         Form of Stock Option Agreement to be entered
             into with Optionees with respect to Stock
             Options granted under the GFS Bancorp, Inc.
             1997 Stock Option Plan