<PAGE> 1


   As filed with the Securities and Exchange Commission on September 4, 1998
                                           Registration No. 33-                 
                                                               -----------------
================================================================================

                         SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D.C.
                                --------------------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933

                                  SGV BANCORP, INC.
             (Exact Name of Registrant as Specified in its Charter)
   DELAWARE                          6035                        95-4524789
(State of                     (Primary Standard                (IRS Employer
Incorporation)                  Classification               Identification No.)
                                 Code Number)

                           225 NORTH BARRANCA STREET
                         WEST COVINA, CALIFORNIA  91791
                                (626) 859-4200
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

             SGV BANCORP, INC. AMENDED 1997 STOCK-BASED INCENTIVE PLAN
                          (Full Title of the Plan)

      BARRETT G. ANDERSEN                            COPIES TO:
      PRESIDENT AND CHIEF EXECUTIVE OFFICER          LORI M. BERESFORD, ESQ.
      SGV BANCORP, INC.                              THOMAS P. HUTTON, ESQ.
      225 NORTH BARRANCA STREET                      MULDOON, MURPHY & FAUCETTE
      WEST COVINA, CALIFORNIA  91791                 5101 WISCONSIN AVENUE, N.W
      (626) 859-4200                                 WASHINGTON, D.C.  20016
      (NAME, ADDRESS AND TELEPHONE                   (202) 362-0840
      NUMBER OF AGENT FOR SERVICE)

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

<TABLE>
<CAPTION>


-----------------------------------------------------------------------------------------------------------------------------
                                           CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                       <C>                           <C>                <C>               
Title of Securities               Proposed Amount         Proposed Maximum Offering        Maximum             Amount of
to be Registered                to be Registered (1)         Price Per Share (2)          Aggregate        Registration Fee
                                                                                        Offering Price
-----------------------------------------------------------------------------------------------------------------------------

Common Stock, $.01 par value     285,373 shares(3)                 $12.28                 $3,504,380            $1,034
-----------------------------------------------------------------------------------------------------------------------------

(1) Together  with  an  indeterminate  number  of  additional  shares  which  may  be necessary to adjust the number of shares
    reserved for issuance  pursuant to the  SGV Bancorp,  Inc.  Amended 1997 Stock-Based  Incentive Plan  (the "1997 Plan") as
    the  result  of  a  stock  split,  stock  dividend or similar  adjustment of the outstanding Common  Stock of SGV Bancorp,
    Inc.  pursuant  to  17  C.F.R. ss.230.416(a).
(2) Weighted average  determined by the average exercise price of $12.88 per share  at  which  options for 15,275 shares under
    the  plan  has  been  granted  as  of  February 21, 1997  and  by  $12.25,  the  market  value  of  the  Common  Stock  on
    September 2, 1998,   as   determined  by  the  average  of  the  high and low prices  listed on the NASDAQ Stock Market as
    reported  in  the Wall Street  Journal, for 270,098 shares for which options  have not yet been  granted  under  the plans.
(3) The  total  number  of  shares  currently  reserved  or  available  for   future  issuance  pursuant  to  the  1997  Plan.
    The 1997 Plan  provides for 1% of  the  fully  diluted   shares  outstanding  at  the  end of the prior fiscal year  to be
    available  for  grants of  options in each year from 1997  through  2006.  The  number being  registered  is an  estimate.

</TABLE>

   THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.



<PAGE> 2



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

ITEMS 1 & 2.  The  documents  containing  the  information for  the Amended 1997
Stock-Based Incentive Plan (the "Plan")  required by Part I of the  Registration
Statement will be sent or given to the  participants  in the  Plan as  specified
by  Rule 428(b)(1).  Such  documents  are  not  filed  with the  Securities  and
Exchange Commission (the "SEC")  either as a part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 in reliance on
Rule 428.

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents  filed  or to  be  filed  with  the  SEC  are
incorporated by reference in this Registration Statement:

         (a) SGV Bancorp,  Inc.'s (the  "Holding  Company" or the  "Registrant")
Annual  Report on Form 10-K for the  fiscal  year  ended  June 30,  1997,  which
includes  the  consolidated  statements  of  financial  condition of the Holding
Company  and  subsidiary  as  of  June  30,  1997  and  1996,  and  the  related
consolidated  statements of operations,  stockholders' equity and cash flows for
each of the three years in the period  ended June 30,  1997,  together  with the
related  notes and the report of  Deloitte & Touche  LLP,  independent  auditors
filed with the SEC (File No. 0-25664) on September 29, 1997.

         (b) The Form  10-Q  reports  filed  by the  Registrant  for the  fiscal
quarters  ended  September  30,  1997,  December  31,  1997  and  March 31, 1998
(File No. 0-025664), filed with the SEC on November 12, 1997, February 12, 1998,
and May 14, 1998, respectively.

         (c)  The  description  of   Registrant's   Common  Stock  contained  in
Registrant's  Form 8-A (File No.  0-025664),  as filed with the SEC  pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and
Rule  12b-15  promulgated  thereunder,  declared  effective  on May 9, 1995,  as
incorporated by reference from the Registrant's  Registration  Statement on Form
S-1 (SEC No. 33-90018) filed on March 6, 1995.

         (d) All documents filed by the Registrant pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.




                                      2

<PAGE> 3



          ANY  STATEMENT  CONTAINED  IN  THIS  REGISTRATION  STATEMENT,  OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT
TO THE EXTENT THAT A STATEMENT  CONTAINED HEREIN,  OR IN ANY OTHER  SUBSEQUENTLY
FILED  DOCUMENT  WHICH  ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED  BY
REFERENCE HEREIN,  MODIFIES OR SUPERSEDES SUCH STATEMENT.  ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

ITEM 4.  DESCRIPTION OF SECURITIES

         The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The  validity  of the Common  Stock  offered  hereby has been passed by
Muldoon, Murphy & Faucette, Washington, D.C. for the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Directors  and  officers of the  Registrant  are  indemnified  and held
harmless  against  liability to the fullest  extent  permissible  by the General
Corporation  Law of  Delaware  as it  currently  exists or as it may be  amended
provided any such amendment  provides  broader  indemnification  provisions than
currently  exists.  This  indemnification  applies to the Board of Directors who
administer the Plan.

         In accordance with the General Corporation Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:

TENTH:
-----

A.   Each person who  was or is made a party or is threatened to be made a party
to or is  otherwise  involved in any action, suit or proceeding, whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact that he or she is or was a  Director  or an  Officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee  or agent,  or in any  other  capacity  while  serving  as a  Director,
Officer,  employee  or agent,  shall be  indemnified  and held  harmless  by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may  hereafter  be amended  (but,  in the case of any
such amendment,  only to the extent that such amendment  permits the Corporation
to  provide  broader   indemnification   rights  than  such  law  permitted  the
Corporation to provide prior to such amendment),  against all expense, liability
and loss (including  attorneys' fees,  judgments,  fines,  ERISA excise taxes or
penalties and amounts paid in settlement) reasonably


                                      3

<PAGE> 4



incurred or suffered  by such  indemnitee  in  connection  therewith;  provided,
however,  that,  except  as  provided  in  Section  C  hereof  with  respect  to
proceedings  to  enforce  rights  to  indemnification,   the  Corporation  shall
indemnify any such  indemnitee in connection with a proceeding (or part thereof)
initiated  by such  indemnitee  only if such  proceeding  (or part  thereof) was
authorized by the Board of Directors of the Corporation.

B.   The right to  indemnification conferred in Section A of this Article  TENTH
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in advance of its final  disposition  (hereinafter
an "advancement of expenses");  provided, however, that, if the Delaware General
Corporation Law requires,  an advancement of expenses  incurred by an indemnitee
in his or her capacity as a Director or Officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  services  to an  employee  benefit  plan)  shall be made  only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final   adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.  The rights to  indemnification  and to the advancement of
expenses  conferred in Sections A and B of this Article  TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director,  Officer,  employee  or agent and shall  inure to the  benefit  of the
indemnitee's heirs, executors and administrators.

C.   If a  claim under  Section A or B of this Article TENTH is not paid in full
by  the Corporation within sixty days after a written claim has been received by
the  Corporation, except  in the case of a claim for an advancement of expenses,
in, which case the applicable period shall be twenty days, the indemnitee may at
any  time  thereafter  bring suit  against the Corporation to recover the unpaid
amount of the claim.  If  successful in whole or in part in any such suit, or in
a suit brought by the Corporation to recover an advancement of expenses pursuant
to  the  terms of an  undertaking,  the indemnitee  shall be entitled to be paid
also the expenses of prosecuting or defending such suit. In (i) any suit brought
by the indemnitee to enforce a right to indemnification hereunder  (but not in a
suit brought by the indemnitee to enforce a right to an advancement of expenses)
it shall  be a  defense that, and (ii) in any suit by the Corporation to recover
an  advancement  of  expenses  pursuant  to  the  terms  of  an  undertaking the
Corporation shall be entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met any applicable standard for indemnification set
forth in the  Delaware  General  Corporation  Law.  Neither  the  failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article TENTH or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this  Article  TENTH shall not be  exclusive of any other right which any person
may have or hereafter acquire under any statute,  the Corporation's  Certificate
of  Incorporation,  Bylaws,  agreement,  vote of stockholders  or  Disinterested
Directors or otherwise.

E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director,  Officer,  employee or agent of the  Corporation  or subsidiary or
Affiliate or another  corporation,  partnership,  joint venture,  trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.



                                      4

<PAGE> 5



F.   The  Corporation  may,  to  the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of this Article TENTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:
--------

A Director of this Corporation shall not be personally liable to the Corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
Director,  except for  liability  (i) for any breach of the  Director's  duty of
loyalty to the Corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware  General  Corporation  Law, or (iv)
for any  transaction  from  which the  Director  derived  an  improper  personal
benefit.  If the  Delaware  General  Corporation  Law is  amended  to  authorize
corporate  action  further  eliminating  or limiting the  personal  liability of
Directors,  then  the  liability  of a  Director  of the  Corporation  shall  be
eliminated or limited to the fullest  extent  permitted by the Delaware  General
Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.




                                      5

<PAGE> 6



ITEM 8.  EXHIBITS.

     The exhibits filed with or incorporated by reference into this Registration
Statement on Form S-8 (numbering  corresponds  generally to the Exhibit Table in
Item 601 of Regulation S-K).


     (a) List of Exhibits (filed herewith unless otherwise noted)

     3.1   Certificate of Incorporation of the Registrant.1
     3.2   Bylaws of the Registrant.1
     5     Opinion  of  Muldoon,  Murphy  &  Faucette as  to the legality of the
           Common  Stock registered hereby.
     10    Form of SGV Bancorp, Inc. Amended 1997 Stock-Based Incentive Plan.
     23.1  Consent of Muldoon,  Murphy  &  Faucette  (contained  in the  opinion
           included as Exhibit 5).
     23.2  Consent of Deloitte & Touche LLP.
     24    Powers of Attorney (contained on the signature pages).

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

     1   Incorporated   herein  by   reference   from   Exhibits  3.1  and  3.2,
         respectively,  contained in the Registration Statement on Form S-1 (SEC
         No. 33-90018),  as amended and declared effective by the Securities and
         Exchange Commission on May 9, 1995.


ITEM 9.  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
         post-effective amendment to this Registration Statement:

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

         (ii)  To reflect in the  Prospectus  any facts or events  arising after
               the  effective  date of the  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the Registration Statement; and

         (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 unless the information required by (i) and
               (ii) is  contained  in  periodic  reports filed by the Registrant
               pursuant  to



                                        6

<PAGE> 7


               Section  13  or  15(d) of the Exchange Act that are  incorporated
               by reference  into this Registration Statement.

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

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

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  or the Plan's annual report  pursuant to Section 13(a) or 15(d) of
the Exchange 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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees,  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 trustee,  officer or  controlling  person of the  Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  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.




                                      7

<PAGE> 8



                                  SIGNATURES


THE REGISTRANT.

    Pursuant to the requirements of the Securities Act of 1933, as amended,  SGV
Bancorp,  Inc. 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  West  Covina,  State  of  California,  on
September 3, 1998.


                              SGV BANCORP, INC.


                              By:/s/ Barrett G. Andersen
                                 -----------------------------------
                                 Barrett G. Andersen
                                 President, Chief Executive Officer and Director

    KNOW ALL MEN BY THESE  PRESENT,  that each person  whose  signature  appears
below constitutes and appoints Barrett G. Andersen or Royce A. Stutzman,  as the
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 or all amendments to the Form S-8 Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection  therewith,   with  the  U.S.  Securities  and  Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and  purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Name                            Title                           Date
    ----                            -----                           ----

/s/ Barrett G. Andersen       President and Chief              September 3, 1998
---------------------------   Executive Officer                           
Barrett G. Andersen           (principal executive officer)


/s/ Ronald A. Ott             Executive Vice President and     September 3, 1998
---------------------------   Chief Financial Officer                       
Ronald A. Ott                 (principal accounting officer)


<PAGE> 9



/s/ Edie J. Beachboard        Corporate Secretary and          September 3, 1998
---------------------------   Vice President Human Resources  
Edie J. Beachboard


/s/ Irven G. Reynolds         Director                         September 3, 1998
---------------------------                                   
Irven G. Reynolds


/s/John D. Randall, Ed.D      Director                         September 3, 1998
---------------------------                                   
John D. Randall, Ed.D.


/s/ Benjamin S. Wong, Ph.D.   Director                         September 3, 1998
---------------------------                                   
Benjamin S. Wong, Ph.D.


/s/ Thomas A. Patronite       Director                         September 3, 1998
---------------------------                                         
Thomas A. Patronite


/s/ Royce A. Stutzman         Director                         September 3, 1998
---------------------------                                        
Royce A. Stutzman
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 26145}]
{"company-data": {"conformed-name": "SGV BANCORP INC", "cik": "0000940511", "assigned-sic": "6035", "irs-number": "954524789", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62977", "film-number": "98704873"}, "business-address": {"street1": "225 NORTH BARRANCA AVE", "city": "WEST COVINA", "state": "CA", "zip": "91791", "phone": "8188594200"}}
1

   As filed with the Securities and Exchange Commission on September 4, 1998
                                           Registration No. 33-                 
                                                               -----------------
================================================================================

                         SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D.C.
                                --------------------
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933

                                  SGV BANCORP, INC.
             (Exact Name of Registrant as Specified in its Charter)
   DELAWARE                          6035                        95-4524789
(State of                     (Primary Standard                (IRS Employer
Incorporation)                  Classification               Identification No.)
                                 Code Number)

                           225 NORTH BARRANCA STREET
                         WEST COVINA, CALIFORNIA  91791
                                (626) 859-4200
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

             SGV BANCORP, INC. AMENDED 1997 STOCK-BASED INCENTIVE PLAN
                          (Full Title of the Plan)

      BARRETT G. ANDERSEN                            COPIES TO:
      PRESIDENT AND CHIEF EXECUTIVE OFFICER          LORI M. BERESFORD, ESQ.
      SGV BANCORP, INC.                              THOMAS P. HUTTON, ESQ.
      225 NORTH BARRANCA STREET                      MULDOON, MURPHY & FAUCETTE
      WEST COVINA, CALIFORNIA  91791                 5101 WISCONSIN AVENUE, N.W
      (626) 859-4200                                 WASHINGTON, D.C.  20016
      (NAME, ADDRESS AND TELEPHONE                   (202) 362-0840
      NUMBER OF AGENT FOR SERVICE)

      If any of the securities  being  registered on this Form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933, check the following box. |X|
-----------------------------------------------------------------------------------------------------------------------------
                                           CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------
Title of Securities               Proposed Amount         Proposed Maximum Offering        Maximum             Amount of
to be Registered                to be Registered (1)         Price Per Share (2)          Aggregate        Registration Fee
                                                                                        Offering Price
-----------------------------------------------------------------------------------------------------------------------------

Common Stock, $.01 par value     285,373 shares(3)                 $12.28                 $3,504,380            $1,034
-----------------------------------------------------------------------------------------------------------------------------

(1) Together  with  an  indeterminate  number  of  additional  shares  which  may  be necessary to adjust the number of shares
    reserved for issuance  pursuant to the  SGV Bancorp,  Inc.  Amended 1997 Stock-Based  Incentive Plan  (the "1997 Plan") as
    the  result  of  a  stock  split,  stock  dividend or similar  adjustment of the outstanding Common  Stock of SGV Bancorp,
    Inc.  pursuant  to  17  C.F.R. ss.230.416(a).
(2) Weighted average  determined by the average exercise price of $12.88 per share  at  which  options for 15,275 shares under
    the  plan  has  been  granted  as  of  February 21, 1997  and  by  $12.25,  the  market  value  of  the  Common  Stock  on
    September 2, 1998,   as   determined  by  the  average  of  the  high and low prices  listed on the NASDAQ Stock Market as
    reported  in  the Wall Street  Journal, for 270,098 shares for which options  have not yet been  granted  under  the plans.
(3) The  total  number  of  shares  currently  reserved  or  available  for   future  issuance  pursuant  to  the  1997  Plan.
    The 1997 Plan  provides for 1% of  the  fully  diluted   shares  outstanding  at  the  end of the prior fiscal year  to be
    available  for  grants of  options in each year from 1997  through  2006.  The  number being  registered  is an  estimate.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
2

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

ITEMS 1 & 2.  The  documents  containing  the  information for  the Amended 1997
Stock-Based Incentive Plan (the "Plan")  required by Part I of the  Registration
Statement will be sent or given to the  participants  in the  Plan as  specified
by  Rule 428(b)(1).  Such  documents  are  not  filed  with the  Securities  and
Exchange Commission (the "SEC")  either as a part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 in reliance on
Rule 428.

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents  filed  or to  be  filed  with  the  SEC  are
incorporated by reference in this Registration Statement:

         (a) SGV Bancorp,  Inc.'s (the  "Holding  Company" or the  "Registrant")
Annual  Report on Form 10-K for the  fiscal  year  ended  June 30,  1997,  which
includes  the  consolidated  statements  of  financial  condition of the Holding
Company  and  subsidiary  as  of  June  30,  1997  and  1996,  and  the  related
consolidated  statements of operations,  stockholders' equity and cash flows for
each of the three years in the period  ended June 30,  1997,  together  with the
related  notes and the report of  Deloitte & Touche  LLP,  independent  auditors
filed with the SEC (File No. 0-25664) on September 29, 1997.

         (b) The Form  10-Q  reports  filed  by the  Registrant  for the  fiscal
quarters  ended  September  30,  1997,  December  31,  1997  and  March 31, 1998
(File No. 0-025664), filed with the SEC on November 12, 1997, February 12, 1998,
and May 14, 1998, respectively.

         (c)  The  description  of   Registrant's   Common  Stock  contained  in
Registrant's  Form 8-A (File No.  0-025664),  as filed with the SEC  pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and
Rule  12b-15  promulgated  thereunder,  declared  effective  on May 9, 1995,  as
incorporated by reference from the Registrant's  Registration  Statement on Form
S-1 (SEC No. 33-90018) filed on March 6, 1995.

         (d) All documents filed by the Registrant pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

                                      2
3

          ANY  STATEMENT  CONTAINED  IN  THIS  REGISTRATION  STATEMENT,  OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT
TO THE EXTENT THAT A STATEMENT  CONTAINED HEREIN,  OR IN ANY OTHER  SUBSEQUENTLY
FILED  DOCUMENT  WHICH  ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED  BY
REFERENCE HEREIN,  MODIFIES OR SUPERSEDES SUCH STATEMENT.  ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

ITEM 4.  DESCRIPTION OF SECURITIES

         The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The  validity  of the Common  Stock  offered  hereby has been passed by
Muldoon, Murphy & Faucette, Washington, D.C. for the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Directors  and  officers of the  Registrant  are  indemnified  and held
harmless  against  liability to the fullest  extent  permissible  by the General
Corporation  Law of  Delaware  as it  currently  exists or as it may be  amended
provided any such amendment  provides  broader  indemnification  provisions than
currently  exists.  This  indemnification  applies to the Board of Directors who
administer the Plan.

         In accordance with the General Corporation Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:

TENTH:
-----

A.   Each person who  was or is made a party or is threatened to be made a party
to or is  otherwise  involved in any action, suit or proceeding, whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact that he or she is or was a  Director  or an  Officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee  or agent,  or in any  other  capacity  while  serving  as a  Director,
Officer,  employee  or agent,  shall be  indemnified  and held  harmless  by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may  hereafter  be amended  (but,  in the case of any
such amendment,  only to the extent that such amendment  permits the Corporation
to  provide  broader   indemnification   rights  than  such  law  permitted  the
Corporation to provide prior to such amendment),  against all expense, liability
and loss (including  attorneys' fees,  judgments,  fines,  ERISA excise taxes or
penalties and amounts paid in settlement) reasonably

                                      3
4

incurred or suffered  by such  indemnitee  in  connection  therewith;  provided,
however,  that,  except  as  provided  in  Section  C  hereof  with  respect  to
proceedings  to  enforce  rights  to  indemnification,   the  Corporation  shall
indemnify any such  indemnitee in connection with a proceeding (or part thereof)
initiated  by such  indemnitee  only if such  proceeding  (or part  thereof) was
authorized by the Board of Directors of the Corporation.

B.   The right to  indemnification conferred in Section A of this Article  TENTH
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in advance of its final  disposition  (hereinafter
an "advancement of expenses");  provided, however, that, if the Delaware General
Corporation Law requires,  an advancement of expenses  incurred by an indemnitee
in his or her capacity as a Director or Officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  services  to an  employee  benefit  plan)  shall be made  only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final   adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.  The rights to  indemnification  and to the advancement of
expenses  conferred in Sections A and B of this Article  TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director,  Officer,  employee  or agent and shall  inure to the  benefit  of the
indemnitee's heirs, executors and administrators.

C.   If a  claim under  Section A or B of this Article TENTH is not paid in full
by  the Corporation within sixty days after a written claim has been received by
the  Corporation, except  in the case of a claim for an advancement of expenses,
in, which case the applicable period shall be twenty days, the indemnitee may at
any  time  thereafter  bring suit  against the Corporation to recover the unpaid
amount of the claim.  If  successful in whole or in part in any such suit, or in
a suit brought by the Corporation to recover an advancement of expenses pursuant
to  the  terms of an  undertaking,  the indemnitee  shall be entitled to be paid
also the expenses of prosecuting or defending such suit. In (i) any suit brought
by the indemnitee to enforce a right to indemnification hereunder  (but not in a
suit brought by the indemnitee to enforce a right to an advancement of expenses)
it shall  be a  defense that, and (ii) in any suit by the Corporation to recover
an  advancement  of  expenses  pursuant  to  the  terms  of  an  undertaking the
Corporation shall be entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met any applicable standard for indemnification set
forth in the  Delaware  General  Corporation  Law.  Neither  the  failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article TENTH or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this  Article  TENTH shall not be  exclusive of any other right which any person
may have or hereafter acquire under any statute,  the Corporation's  Certificate
of  Incorporation,  Bylaws,  agreement,  vote of stockholders  or  Disinterested
Directors or otherwise.

E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director,  Officer,  employee or agent of the  Corporation  or subsidiary or
Affiliate or another  corporation,  partnership,  joint venture,  trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

                                      4
5

F.   The  Corporation  may,  to  the extent  authorized from time to time by the
Board of Directors,  grant rights to  indemnification  and to the advancement of
expenses to any employee or agent of the  Corporation  to the fullest  extent of
the  provisions  of this Article TENTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:
--------

A Director of this Corporation shall not be personally liable to the Corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
Director,  except for  liability  (i) for any breach of the  Director's  duty of
loyalty to the Corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware  General  Corporation  Law, or (iv)
for any  transaction  from  which the  Director  derived  an  improper  personal
benefit.  If the  Delaware  General  Corporation  Law is  amended  to  authorize
corporate  action  further  eliminating  or limiting the  personal  liability of
Directors,  then  the  liability  of a  Director  of the  Corporation  shall  be
eliminated or limited to the fullest  extent  permitted by the Delaware  General
Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation  shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                      5
6

ITEM 8.  EXHIBITS.

     The exhibits filed with or incorporated by reference into this Registration
Statement on Form S-8 (numbering  corresponds  generally to the Exhibit Table in
Item 601 of Regulation S-K).

     (a) List of Exhibits (filed herewith unless otherwise noted)

     3.1   Certificate of Incorporation of the Registrant.1
     3.2   Bylaws of the Registrant.1
     5     Opinion  of  Muldoon,  Murphy  &  Faucette as  to the legality of the
           Common  Stock registered hereby.
     10    Form of SGV Bancorp, Inc. Amended 1997 Stock-Based Incentive Plan.
     23.1  Consent of Muldoon,  Murphy  &  Faucette  (contained  in the  opinion
           included as Exhibit 5).
     23.2  Consent of Deloitte & Touche LLP.
     24    Powers of Attorney (contained on the signature pages).

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

     1   Incorporated   herein  by   reference   from   Exhibits  3.1  and  3.2,
         respectively,  contained in the Registration Statement on Form S-1 (SEC
         No. 33-90018),  as amended and declared effective by the Securities and
         Exchange Commission on May 9, 1995.

ITEM 9.  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
         post-effective amendment to this Registration Statement:

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

         (ii)  To reflect in the  Prospectus  any facts or events  arising after
               the  effective  date of the  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the Registration Statement; and

         (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 unless the information required by (i) and
               (ii) is  contained  in  periodic  reports filed by the Registrant
               pursuant  to

                                        6
7

               Section  13  or  15(d) of the Exchange Act that are  incorporated
               by reference  into this Registration Statement.

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

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

     The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  or the Plan's annual report  pursuant to Section 13(a) or 15(d) of
the Exchange 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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees,  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 trustee,  officer or  controlling  person of the  Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  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.

                                      7
8

                                  SIGNATURES

THE REGISTRANT.

    Pursuant to the requirements of the Securities Act of 1933, as amended,  SGV
Bancorp,  Inc. 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  West  Covina,  State  of  California,  on
September 3, 1998.

                              SGV BANCORP, INC.

                              By:/s/ Barrett G. Andersen
                                 -----------------------------------
                                 Barrett G. Andersen
                                 President, Chief Executive Officer and Director

    KNOW ALL MEN BY THESE  PRESENT,  that each person  whose  signature  appears
below constitutes and appoints Barrett G. Andersen or Royce A. Stutzman,  as the
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 or all amendments to the Form S-8 Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection  therewith,   with  the  U.S.  Securities  and  Exchange  Commission,
respectively,  granting  unto said  attorney-in-fact  and agent  full  power and
authority  to do and  perform  each  and  every  act and  things  requisite  and
necessary  to be done as fully to all intents and  purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or  substitutes,  may lawfully do or cause to be done by
virtue hereof.

    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Name                            Title                           Date
    ----                            -----                           ----

/s/ Barrett G. Andersen       President and Chief              September 3, 1998
---------------------------   Executive Officer                           
Barrett G. Andersen           (principal executive officer)

/s/ Ronald A. Ott             Executive Vice President and     September 3, 1998
---------------------------   Chief Financial Officer                       
Ronald A. Ott                 (principal accounting officer)
9

/s/ Edie J. Beachboard        Corporate Secretary and          September 3, 1998
---------------------------   Vice President Human Resources  
Edie J. Beachboard

/s/ Irven G. Reynolds         Director                         September 3, 1998
---------------------------                                   
Irven G. Reynolds

/s/John D. Randall, Ed.D      Director                         September 3, 1998
---------------------------                                   
John D. Randall, Ed.D.

/s/ Benjamin S. Wong, Ph.D.   Director                         September 3, 1998
---------------------------                                   
Benjamin S. Wong, Ph.D.

/s/ Thomas A. Patronite       Director                         September 3, 1998
---------------------------                                         
Thomas A. Patronite

/s/ Royce A. Stutzman         Director                         September 3, 1998
---------------------------                                        
Royce A. Stutzman