<PAGE> 1

       As filed with the Securities and Exchange Commission on November __, 1997
                                                  Registration No. 33-
                                                                       ---------
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                HF BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

DELAWARE (state or other                6035                      33-0576146
jurisdiction of incorporation     (Primary Standard             (IRS Employer 
or organization)              Classification Code Number)    Identification No.)

                              445 E. FLORIDA AVENUE
                             HEMET, CALIFORNIA 92543
                                 (909) 658-4411
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                              AMENDED AND RESTATED
                                HF BANCORP, INC.
                           STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)

      RICHARD S. CUPP                           COPIES TO:
      PRESIDENT AND CHIEF EXECUTIVE OFFICER     JOSEPH G. PASSAIC, JR., ESQUIRE
      HF BANCORP, INC.                          MULDOON, MURPHY & FAUCETTE
      445 E. FLORIDA AVENUE                     5101 WISCONSIN AVENUE, N.W.
      HEMET, CALIFORNIA  92543                  WASHINGTON, DC 20016
      (909) 658-4411                            (202) 362-0840

      (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)

         APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As
    soon as practicable after this Registration Statement becomes effective.

 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>

=====================================================================================================
Title of each Class of        Amount to be    Proposed Purchase   Estimated Aggregate   Registration
Securities to be Registered   Registered(1)   Price Per Share(2)    Offering Price          Fee
-----------------------------------------------------------------------------------------------------
     <S>                       <C>               <C>               <C>                    <C>
      Common Stock              150,000 
     $.01 par Value            Shares (3)        $15.625           $2,343,750             $710(3)
=====================================================================================================
</TABLE>
(1) Together  with an  indeterminate  number of  additional  shares which may be
    necessary to adjust the number of shares  reserved for issuance  pursuant to
    the Amended and Restated HF Bancorp,  Inc.  Stock-Based  Incentive Plan (the
    "Plan")as the result of a stock split,  stock dividend or similar adjustment
    of the outstanding  Common Stock of HF Bancorp,  Inc.  pursuant to 17 C.F.R.
    ss.230.416(a).
(2) Weighted average price determined by the market value of the Common Stock on
    November  17, 1997 as  determined  by the average of the high and low prices
    listed on the NASDAQ Stock Market as reported in the Wall Street  Journal of
    $15.625,  for the 150,000  additional  shares  available  under the Plan for
    which options have not yet been granted.
(3) Represents the total increase in the amount of shares  reserved for issuance
    under the Plan.  There are a total of 811,250 shares  available for issuance
    under the Plan,  661,250 of which were previously  registered on May 2, 1996
    in connection with which a filing fee of $2,274.00 was paid.

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.

Number of Pages 15
Exhibit Index begins on Page 10

                                            1

<PAGE> 2



HF BANCORP, INC.

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

ITEMS 1 & 2. The documents  containing the information for the HF Bancorp,  Inc.
(the "Company" or the "Registrant")  Amended and Restated 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).  The
Joint  Prospectus  relates  to  this  Registration  Statement  as  well  as  the
Registration  Statement on form S-8 filed on May 2, 1996 with the Securities and
Exchange  Commission (the "SEC"). Such document is not filed with the SEC either
as a part  of this  Registration  Statement  or as a  prospectus  or  prospectus
supplement 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) The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
June 30, 1997, which includes the consolidated statements of financial condition
of the Company  and  subsidiary  as of June 30,  1997 and 1996,  and the related
consolidated  statements of operations,  stockholders' equity and cash flows for
the three years in the period  ended June 30,  1997,  together  with the related
notes and the report of  Deloitte & Touche  LLP,  independent  certified  public
accountants filed with the SEC on September 25, 1997 (File No. 0-25722).

      (b) The  Form  10-Q report for the quarter ended September 30, 1997, filed
with the SEC on November 12, 1997 (File No. 0-25722).

      (c) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No.0-25722),  as filed with the SEC on March 21, 1995 pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and
Rule 12b-15 promulgated thereunder.

      (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 or which deregisters all securities then remaining unsold.

       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

      None

                                        2

<PAGE> 3



      The  validity of the Common Stock  offered  hereby has been passed upon by
Muldoon, Murphy & Faucette, Washington, DC, 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  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.


                                        3

<PAGE> 4



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.


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.



                                        4

<PAGE> 5



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.

      The  Registrant  is also  permitted to maintain  directors'  and officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy which
(subject to certain limits and  deductibles)  (i) insures officers and directors
of the Registrant  against loss arising from certain claims made against them by
reason  of  their  being  such  directors  or  officers,  and (ii)  insures  the
Registrant  against  loss  which  it  may be  required  or  permitted  to pay as
indemnification due its directors or officers for certain claims.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 (the  "Securities  Act") may be permitted to directors,  officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.



                                        5

<PAGE> 6



ITEM 8.   LIST OF EXHIBITS.

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

      3.1      Certificate of Incorporation of the Registrant.1

      3.2      Bylaws of the Registrant.2

      5        Opinion of Muldoon, Murphy & Faucette,  Washington, DC, as to the
               legality of the Common Stock registered hereby.

      10       Amended and Restated HF Bancorp, Inc. Stock-Based Incentive Plan3

      23.1     Consent of Muldoon,  Murphy & Faucette  (contained in the opinion
               included as Exhibit 5).

      23.2     Independent Auditors' Consent.




--------------------------
      1 Incorporated  herein by reference  from Exhibit 3.1 of the  Registrant's
Registration Statement on Form S-1 filed on March 14, 1995.

      2 Incorporated  herein by reference  from Exhibit 3.2 of the  Registrant's
Registration Statement on Form S-1 filed on March 14, 1995.

      3  Incorporated  herein  by  reference  from the  Proxy  Statement  of the
Registrant filed with the Commission on September 25, 1997.


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;



                                        6

<PAGE> 7



            (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.
                  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 a 20 percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   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 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.

      (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.

      (4)   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



CONFORMED
                                  SIGNATURES

      Pursuant to the  requirements  of the  Securities  Act,  HF 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 Hemet, State of California, on November 18, 1997.

                                          HF BANCORP, INC.


                                          By:  /s/ J. Robert Eichinger
                                               ---------------------------------
                                               J. Robert Eichinger
                                               Chairman of the Board


      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/ Richard S. Cupp        President, Chief Executive          November 18, 1997
----------------------     Officer (principal executive
Richard S. Cupp            officer)


/s/ Gerald A. Agnes        Executive Vice President            November 18, 1997
----------------------
Gerald A. Agnes


/s/ Mark Andino            Vice President and Treasurer        November 18, 1997
----------------------     (principal financial and 
Mark Andino                accounting officer)


/s/ J. Robert Eichinger    Chairman of the Board               November 18, 1997
-----------------------
J. Robert Eichinger


/s/ Leonard E. Searl
-----------------------    Director                            November 18, 1997
Leonard E. Searl


/s/ Harold L. Fuller
-----------------------    Director                            November 18, 1997
Harold L. Fuller


/s/ Dr. Robert K. Jabs
-----------------------    Director                            November 18, 1997
Dr. Robert K. Jabs




<PAGE> 9



/s/ George P. Rutland
-----------------------    Director                            November 18, 1997
George P. Rutland


/s/ Patricia A. Larson
-----------------------    Director                            November 18, 1997
Patricia A. Larson


/s/ Norman M. Coulson
-----------------------    Director                            November 18, 1997
Norman M. Coulson




<PAGE> 10



                                  EXHIBIT INDEX
                                  -------------

<TABLE>
<CAPTION>
                                                                                                   SEQUENTIALLY
                                                                                                     NUMBERED
                                                                                                      PAGE
  EXHIBIT NO.          DESCRIPTION                      METHOD OF FILING                            LOCATION
--------------      ------------------       ---------------------------------------------------   -----------
     <S>            <C>                      <C>                                                       <C>
      3.1           Certificate of           Incorporated herein by reference from Exhibit 3.1         --
                    Incorporation of the     of the Registrant's Registration Statement on Form 
                    Registrant               S-1 filed with the SEC on March 15, 1995 and declared
                                             effective on May 11, 1995.

      3.2           Bylaws of the            Incorporated herein by reference from Exhibit 3.2         --
                    Registrant               of  the   Registrant's   Registration
                                             Statement  on Form S-1 filed with the
                                             SEC on March  15,  1995 and  declared
                                             effective on May 11, 1995.

       5            Opinion of Muldoon,      Filed herewith.                                           11
                    Murphy & Faucette

      10            Amended and Restated     Incorporated herein by reference from Exhibit A of        --
                    HF Bancorp, Inc.         the Registrant's Proxy Statement for its 1997
                    Stock-Based Incentive    Annual Meeting of Stockholders held on October
                    Plan                     28, 1997.

     23.1           Consent of Counsel       Contained in Exhibit 5 hereof.                            --

     23.2           Independent Auditors'    Filed herewith.                                           14
                    Consent

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 28822}]
{"company-data": {"conformed-name": "HF BANCORP INC", "cik": "0000941547", "assigned-sic": "6035", "irs-number": "330576146", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40463", "film-number": "97723585"}, "business-address": {"street1": "445 E FLORIDA AVENUE", "city": "HEMET", "state": "CA", "zip": "92543", "phone": "9096584411"}, "mail-address": {"street1": "445 E FLORIDA AVENUE", "city": "HEMET", "state": "CA", "zip": "92546"}}
1

       As filed with the Securities and Exchange Commission on November __, 1997
                                                  Registration No. 33-
                                                                       ---------
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                                HF BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

DELAWARE (state or other                6035                      33-0576146
jurisdiction of incorporation     (Primary Standard             (IRS Employer 
or organization)              Classification Code Number)    Identification No.)

                              445 E. FLORIDA AVENUE
                             HEMET, CALIFORNIA 92543
                                 (909) 658-4411
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                              AMENDED AND RESTATED
                                HF BANCORP, INC.
                           STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)

      RICHARD S. CUPP                           COPIES TO:
      PRESIDENT AND CHIEF EXECUTIVE OFFICER     JOSEPH G. PASSAIC, JR., ESQUIRE
      HF BANCORP, INC.                          MULDOON, MURPHY & FAUCETTE
      445 E. FLORIDA AVENUE                     5101 WISCONSIN AVENUE, N.W.
      HEMET, CALIFORNIA  92543                  WASHINGTON, DC 20016
      (909) 658-4411                            (202) 362-0840

      (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)

         APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As
    soon as practicable after this Registration Statement becomes effective.

 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 /
=====================================================================================================
Title of each Class of        Amount to be    Proposed Purchase   Estimated Aggregate   Registration
Securities to be Registered   Registered(1)   Price Per Share(2)    Offering Price          Fee
-----------------------------------------------------------------------------------------------------
Common Stock              150,000 
     $.01 par Value            Shares (3)        $15.625           $2,343,750             $710(3)
=====================================================================================================
(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 Amended and Restated HF Bancorp,  Inc.  Stock-Based  Incentive Plan (the
    "Plan")as the result of a stock split,  stock dividend or similar adjustment
    of the outstanding  Common Stock of HF Bancorp,  Inc.  pursuant to 17 C.F.R.
    ss.230.416(a).
(2) Weighted average price determined by the market value of the Common Stock on
    November  17, 1997 as  determined  by the average of the high and low prices
    listed on the NASDAQ Stock Market as reported in the Wall Street  Journal of
    $15.625,  for the 150,000  additional  shares  available  under the Plan for
    which options have not yet been granted.
(3) Represents the total increase in the amount of shares  reserved for issuance
    under the Plan.  There are a total of 811,250 shares  available for issuance
    under the Plan,  661,250 of which were previously  registered on May 2, 1996
    in connection with which a filing fee of $2,274.00 was paid.

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.

Number of Pages 15
Exhibit Index begins on Page 10

                                            1
2

HF BANCORP, INC.

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

ITEMS 1 & 2. The documents  containing the information for the HF Bancorp,  Inc.
(the "Company" or the "Registrant")  Amended and Restated 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).  The
Joint  Prospectus  relates  to  this  Registration  Statement  as  well  as  the
Registration  Statement on form S-8 filed on May 2, 1996 with the Securities and
Exchange  Commission (the "SEC"). Such document is not filed with the SEC either
as a part  of this  Registration  Statement  or as a  prospectus  or  prospectus
supplement 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) The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
June 30, 1997, which includes the consolidated statements of financial condition
of the Company  and  subsidiary  as of June 30,  1997 and 1996,  and the related
consolidated  statements of operations,  stockholders' equity and cash flows for
the three years in the period  ended June 30,  1997,  together  with the related
notes and the report of  Deloitte & Touche  LLP,  independent  certified  public
accountants filed with the SEC on September 25, 1997 (File No. 0-25722).

      (b) The  Form  10-Q report for the quarter ended September 30, 1997, filed
with the SEC on November 12, 1997 (File No. 0-25722).

      (c) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No.0-25722),  as filed with the SEC on March 21, 1995 pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and
Rule 12b-15 promulgated thereunder.

      (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 or which deregisters all securities then remaining unsold.

       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

      None

                                        2
3

      The  validity of the Common Stock  offered  hereby has been passed upon by
Muldoon, Murphy & Faucette, Washington, DC, 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  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.

                                        3
4

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.

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.

                                        4
5

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.

      The  Registrant  is also  permitted to maintain  directors'  and officers'
liability  insurance  covering  its  directors  and  officers and has obtained a
directors' and officers'  liability and corporation  reimbursement  policy which
(subject to certain limits and  deductibles)  (i) insures officers and directors
of the Registrant  against loss arising from certain claims made against them by
reason  of  their  being  such  directors  or  officers,  and (ii)  insures  the
Registrant  against  loss  which  it  may be  required  or  permitted  to pay as
indemnification due its directors or officers for certain claims.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 (the  "Securities  Act") may be permitted to directors,  officers or
persons controlling the Registrant, the Registrant has been informed that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                        5
6

ITEM 8.   LIST OF EXHIBITS.

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

      3.1      Certificate of Incorporation of the Registrant.1

      3.2      Bylaws of the Registrant.2

      5        Opinion of Muldoon, Murphy & Faucette,  Washington, DC, as to the
               legality of the Common Stock registered hereby.

      10       Amended and Restated HF Bancorp, Inc. Stock-Based Incentive Plan3

      23.1     Consent of Muldoon,  Murphy & Faucette  (contained in the opinion
               included as Exhibit 5).

      23.2     Independent Auditors' Consent.

--------------------------
      1 Incorporated  herein by reference  from Exhibit 3.1 of the  Registrant's
Registration Statement on Form S-1 filed on March 14, 1995.

      2 Incorporated  herein by reference  from Exhibit 3.2 of the  Registrant's
Registration Statement on Form S-1 filed on March 14, 1995.

      3  Incorporated  herein  by  reference  from the  Proxy  Statement  of the
Registrant filed with the Commission on September 25, 1997.

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;

                                        6
7

            (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.
                  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 a 20 percent  change  in the  maximum
                  aggregate  offering  price  set forth in the  "Calculation  of
                  Registration   Fee"  table  in  the   effective   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 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.

      (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.

      (4)   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

CONFORMED
                                  SIGNATURES

      Pursuant to the  requirements  of the  Securities  Act,  HF 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 Hemet, State of California, on November 18, 1997.

                                          HF BANCORP, INC.

                                          By:  /s/ J. Robert Eichinger
                                               ---------------------------------
                                               J. Robert Eichinger
                                               Chairman of the Board

      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/ Richard S. Cupp        President, Chief Executive          November 18, 1997
----------------------     Officer (principal executive
Richard S. Cupp            officer)

/s/ Gerald A. Agnes        Executive Vice President            November 18, 1997
----------------------
Gerald A. Agnes

/s/ Mark Andino            Vice President and Treasurer        November 18, 1997
----------------------     (principal financial and 
Mark Andino                accounting officer)

/s/ J. Robert Eichinger    Chairman of the Board               November 18, 1997
-----------------------
J. Robert Eichinger

/s/ Leonard E. Searl
-----------------------    Director                            November 18, 1997
Leonard E. Searl

/s/ Harold L. Fuller
-----------------------    Director                            November 18, 1997
Harold L. Fuller

/s/ Dr. Robert K. Jabs
-----------------------    Director                            November 18, 1997
Dr. Robert K. Jabs
9

/s/ George P. Rutland
-----------------------    Director                            November 18, 1997
George P. Rutland

/s/ Patricia A. Larson
-----------------------    Director                            November 18, 1997
Patricia A. Larson

/s/ Norman M. Coulson
-----------------------    Director                            November 18, 1997
Norman M. Coulson
10

                                  EXHIBIT INDEX
                                  -------------
SEQUENTIALLY
                                                                                                     NUMBERED
                                                                                                      PAGE
  EXHIBIT NO.          DESCRIPTION                      METHOD OF FILING                            LOCATION
--------------      ------------------       ---------------------------------------------------   -----------
3.1           Certificate of           Incorporated herein by reference from Exhibit 3.1         --
                    Incorporation of the     of the Registrant's Registration Statement on Form 
                    Registrant               S-1 filed with the SEC on March 15, 1995 and declared
                                             effective on May 11, 1995.

      3.2           Bylaws of the            Incorporated herein by reference from Exhibit 3.2         --
                    Registrant               of  the   Registrant's   Registration
                                             Statement  on Form S-1 filed with the
                                             SEC on March  15,  1995 and  declared
                                             effective on May 11, 1995.

       5            Opinion of Muldoon,      Filed herewith.                                           11
                    Murphy & Faucette

      10            Amended and Restated     Incorporated herein by reference from Exhibit A of        --
                    HF Bancorp, Inc.         the Registrant's Proxy Statement for its 1997
                    Stock-Based Incentive    Annual Meeting of Stockholders held on October
                    Plan                     28, 1997.

     23.1           Consent of Counsel       Contained in Exhibit 5 hereof.                            --

     23.2           Independent Auditors'    Filed herewith.                                           14
                    Consent