<PAGE>
 
As filed with the Securities and Exchange Commission on September 4, 1997.

                                                   Registration No. 333-________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                             BANK PLUS CORPORATION
           --------------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)

                DELAWARE                                95-4571410
   ------------------------------------------------------------------------
     (State or Other Jurisdiction of                 (I.R.S. Employer
     Incorporation or Organization)                 Identification No.)

            4565 Colorado Boulevard, Los Angeles, California 90039
         ------------------------------------------------------------
              (Address of Principal Executive Offices, Zip Code)

                    STOCK OPTION AND EQUITY INCENTIVE PLAN
         ------------------------------------------------------------
                           (Full title of the Plan)

                             Godfrey B. Evans Esq.
       Executive Vice President, General Counsel and Corporate Secretary
                             Bank Plus Corporation
                            4565 Colorado Boulevard
                         Los Angeles, California 90039
         ------------------------------------------------------------
                    (Name and Address of Agent for Service)

                                (818) 549-3330
         -------------------------------------------------------------
         (Telephone Number, Including Area Code, of Agent for Service)



                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================== 
                                            PROPOSED      PROPOSED    
 TITLE OF SECURITIES        AMOUNT          MAXIMUM       MAXIMUM         AMOUNT OF 
        TO BE               TO BE           OFFERING     AGGREGATE      REGISTRATION
      REGISTERED          REGISTERED(1)     PRICE PER     OFFERING           FEE                  
                                             SHARE         PRICE
------------------------------------------------------------------------------------- 
<S>                      <C>                <C>          <C>           <C>
Common Stock, $0.01         750,000         $10.875 (4)  $8,156,250 (4)    $2,471.60
    par value            shares (2)(3)
=====================================================================================
</TABLE>

(1)  Pursuant to Rule 429 under the Securities Act of 1933, this Registration
     Statement also relates to 1,375,000 shares of Registrant's Common Stock,
     $0.01 par value per share (the "Common Stock"), registered on Registration
     Statement No. 333-16649 for which a Filing Fee of $3,550.89 was previously
     paid.
(2)  This Registration Statement also covers such indeterminable number of
     additional shares of Common Stock as may become issuable to prevent
     dilution in the event of stock splits, stock dividends or similar
     transactions pursuant to the terms of the Plan.
(3)  Represents shares of Common Stock to be issued by the Registrant upon
     exercise of options available for grant under the Plan.
(4)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) based upon the prices of the Common Stock on the NASDAQ
     National Market as reported on August 29, 1997.
<PAGE>
 
                               EXPLANATORY NOTE

     Under cover of this Form S-8 is a reoffer prospectus prepared in accordance
with Part I of Form S-3 under the Act (the "Reoffer Prospectus"). The Reoffer
Prospectus may be used in connection with resales of securities acquired under
the Plan by persons who may be considered affiliates of the Registrant, as
defined in Rule 405 under the Securities Act of 1933, as amended (the
"Securities Act").

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of the
instructions to the Registration Statement on Form S-8 will be sent or given to
officers, employees and non-employee directors of the Registrant and its
subsidiaries selected to participate in the Plan as required by Rule 428(b)(1)
promulgated under the Securities Act.

                                       2
<PAGE>
 
REOFFER PROSPECTUS
                             BANK PLUS CORPORATION 
                                 COMMON STOCK 
                              ($0.01 PAR VALUE) 
                               2,125,000 SHARES

       This Prospectus relates to 2,125,000 shares of Common Stock, par value
$0.01 per share ("Common Stock"), of Bank Plus Corporation ("Bank Plus") which
have previously been issued or may in the future be issued pursuant to awards
granted under Bank Plus' Stock Option and Equity Incentive Plan (the "Plan") to,
and which may be offered for resale from time to time by, certain directors and
officers of Bank Plus and its affiliates named in the table under the heading
"Selling Stockholders" (the "Selling Stockholders").

       Bank Plus will not receive any of the proceeds from the sale of the
Common Stock offered hereby (hereinafter, the "Securities").  Bank Plus will pay
all of the expenses associated with the registration of the Securities and this
Prospectus.  The Selling Stockholders will pay the other costs, if any,
associated with any sale of the Securities.

       Sale of the Securities offered hereby may be made on the NASDAQ National
Market System or the over-the-counter market or otherwise at prices and on terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions.

       See "Risk Factors" beginning on page 5 hereof for certain considerations
relevant to an investment in the Securities.

       The Common Stock is quoted on the NASDAQ National Market System under the
symbol "BPLS."  On August 29, 1997 the last reported sale price per share of the
Common Stock, as quoted on the NASDAQ National Market System, was $10.875.

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

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
          SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
           COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
              COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                  THIS PROSPECTUS. ANY REPRESENTATION TO THE
                        CONTRARY IS A CRIMINAL OFFENSE.
 
                     ------------------------------------

               The date of this Prospectus is September 4, 1997.
                                        
                     ------------------------------------
<PAGE>
 
                             AVAILABLE INFORMATION

       Concurrently herewith, Bank Plus is filing a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), pertaining to the Securities covered by this Prospectus.
This Prospectus omits certain information and exhibits included in the
Registration Statement, copies of which may be obtained upon payment of a fee
prescribed by the Commission or may be examined free of charge at the principal
office of the Commission in Washington, D.C.

       Bank Plus is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission.  Such reports, proxy statements and other information filed with the
Commission by Bank Plus can be inspected and copied at the public reference
facilities maintained by the Commission at Room 2014, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and will also be available for inspection and copying at
the regional offices of the Commission located at 7 World Trade Center (13th
Floor), New York, New York 10048 and at Citicorp Center, 500 West Madison Street
(Suite 1400), Chicago, Illinois 60661-2511.  Copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.  The Commission
maintains a World Wide Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission.  The address of the site is http://www.sec.gov.

       Bank Plus' Common Stock is quoted on the NASDAQ National Market System
under the symbol "BPLS."

                                       2
<PAGE>
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents heretofore filed by Bank Plus with the Commission
are by this reference incorporated in and made a part of this Prospectus:  (i)
the Company's (as defined below) Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, (ii) Amendment No. 1 on Form 10-K/A, filed June 13, 
1997, to the Company's Annual Report for the fiscal year ended December 31,
1996; (iii) the Company's Quarterly Report on Form 10-Q for the period ended
March 31, 1997; (iv) the Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1997; (v) the Company's Current Report on Form 8-K filed July 3,
1997; (vi) the Company's Current Report on Form 8-K filed August 13, 1997; (vii)
the description of Bank Plus' Common Stock contained in Bank Plus' Registration
Statement on Form 8-B filed on April 22, 1996; and (viii) all documents filed by
Bank Plus pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Prospectus and prior to the filing of a post-effective
amendment which indicates that all Securities offered hereby have been sold or
which deregisters all Securities then remaining unsold. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is 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 Prospectus.

       Copies of all documents which are incorporated herein by reference (not
including the exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents or into this Prospectus) will be
provided without charge to each person, including any beneficial owner, to whom
this Prospectus is delivered, upon a written or oral request to Bank Plus
Corporation, Attention:  General Counsel, 4565 Colorado Boulevard, Los Angeles,
90039, telephone number (818) 549-3330.

                                  THE COMPANY

          Bank Plus, through its wholly-owned subsidiary, Fidelity Federal Bank,
A Federal Savings Bank, and its subsidiaries ("Fidelity" or the "Bank"), offers
a broad range of consumer financial services, including demand and term
deposits, and loans to consumers, through 38 full-service branches, all of which
are located in Southern California, principally in Los Angeles and Orange
counties.  At this time, the Bank makes available to its customers residential
mortgages and consumer loans, which the Bank does not underwrite or fund, by
referral to certain established providers of mortgage and consumer loan products
with which the Bank has negotiated strategic alliances.  In addition, through
Bank Plus' subsidiary Gateway Investment Services, Inc. ("Gateway"), a National
Association of Securities Dealers, Inc.  ("NASD") registered broker/dealer, the
Bank provides customers with uninsured investment products, including a number
of mutual funds, annuities and unit investment trusts.

          In the fourth quarter of 1995, Fidelity completed a plan of
recapitalization (the "1995 Recapitalization"), pursuant to which Fidelity
raised approximately $134.4 million in net new equity 

                                       3
<PAGE>
 
through the sale of 2,070,000 shares of 12% Noncumulative Exchangeable Perpetual
Preferred Stock, Series A ("Series A Preferred Stock"), and 47,000,000 shares of
Fidelity Class A Common Stock. As part of the 1995 Recapitalization, Fidelity
adopted the accelerated asset resolution plan (the "Accelerated Asset Resolution
Plan"), which was designed to aggressively dispose of, resolve, or otherwise
manage a pool of primarily multifamily mortgage loans and real estate owned
("REO"). As a result, Fidelity recorded a $45.0 million loan portfolio charge in
the allowance for estimated loan losses which represented the estimated
additional losses expected to be incurred in connection with the implementation
of the Accelerated Asset Resolution Plan. See Item 7: "Management's Discussion
and Analysis of Financial Condition and Results of Operations ("MD&A")--Asset
Quality--Accelerated Asset Resolution Plan" in the Company's Annual Report on
Form 10-K for the fiscal year ended December 1996, as amended by the Amendment 
No. 1 thereto on Form 10-K/A filed June 13, 1997 (the "1996 10-K").

          On February 9, 1996, the Bank's stockholders approved a one-for-four
reverse stock split of the issued and outstanding shares of the Bank's Class A
Common Stock.  Upon effectiveness of the reverse stock split, each stockholder
became the owner of one share of Common Stock for each four shares of Common
Stock held at the time of the reverse stock split and became entitled to receive
cash in lieu of any fractional shares. All per share data and weighted average
common shares outstanding have been retroactively adjusted to reflect the
reverse stock split.

          In May 1996, Fidelity completed a reorganization pursuant to which all
of the outstanding common stock of Fidelity was converted on a one-for-one basis
into all of the outstanding common stock of Bank Plus, and Bank Plus became the
holding company for Fidelity (the "Reorganization"). Effective May 17, 1996,
Bank Plus Common Stock was listed on the NASDAQ National Market System  under
the symbol "BPLS".  Bank Plus' principal operating subsidiaries are Fidelity and
Gateway, which prior to the Reorganization was a subsidiary of the Bank.  Bank
Plus currently has no significant business or operations other than serving as
the holding company for Fidelity and Gateway.

          Fidelity's deposits are highly concentrated in Los Angeles and Orange
counties.  The 38 branches held average deposit balances of $71.1 million and
total balances of approximately $2.7 billion at June 30, 1997.  At June 30,
1997, the Bank's gross mortgage loan portfolio aggregated approximately $2.8
billion, 61% of which was secured by residential properties containing 5 or more
units, 31% of which was secured by single family and multifamily residential
properties containing 2 to 4 units and 8% of which was secured by commercial and
other property. At that same date, 96% of the Bank's loans consisted of
adjustable-rate mortgages.

          The Bank's deposit accounts are insured by the Federal Deposit
Insurance Corporation (the "FDIC") through the Savings Association Insurance
Fund (the "SAIF") to the maximum extent permitted by law.  The Bank is subject
to the examination, supervision and reporting requirements of the Office of
Thrift Supervision (the "OTS"), which is the Bank's primary federal banking
regulator, and is also subject to examination and supervision by the FDIC.  As a
wholly-owned subsidiary of Bank Plus, Gateway is subject to limited examination
and supervision 

                                       4
<PAGE>
 
by the OTS and is also subject to regulation as a registered broker/dealer by
the Securities and Exchange Commission (the "SEC").

          On September 30, 1996 legislation was enacted that required member
institutions to recapitalize the SAIF by paying a one-time special assessment of
approximately 65.7 basis points on all assessable deposits as of March 31, 1995.
The one-time special assessment resulted in the Bank recording an $18.0 million
charge in additional SAIF premiums.  See Item 1: "Business-Regulation and
Supervision--Fidelity--Deposit Insurance," in the 1996 10-K.

          Unless the context otherwise requires, all references to the "Company"
in this reoffer prospectus include Bank Plus and its subsidiaries on a
consolidated basis.  All references to Fidelity or the Bank with respect to the
period after August 3, 1994 and before the Reorganization include Gateway, which
was a wholly-owned subsidiary of the Bank's former holding company, Citadel
Holding Corporation ("Citadel"), during a portion of the periods covered hereby,
and on August 3, 1994, became a wholly-owned subsidiary of Fidelity.  The
principal executive offices of Bank Plus and Fidelity are located at 4565
Colorado Boulevard, Los Angeles, California 90039, telephone number (818) 241-
6215.


                                 RISK FACTORS

       The purchase of the Securities involves a high degree of risk. In
determining whether or not to make an investment in the Securities, potential
investors are urged to read and carefully consider the matters set forth below,
as well as the other information contained herein.

RISK OF CONTINUING LOSSES

          Beginning in late 1991, the impact of the economic recession and
substantial declines in real estate values in Southern California began to
adversely affect collateral values and the ability of certain borrowers to repay
their obligations to the Bank. This led to high levels of nonperforming assets
("NPAs") and net chargeoffs in 1991, which adversely affected the Bank's asset
quality and results of operations. The foregoing factors contributed to a net
loss of $65.9 million ($62.72 per share), a net loss of $128.4 million ($39.08
per share) and a net loss of $69.0 million ($8.84 per share) for the years ended
December 31, 1993, 1994 and 1995, respectively. The Bank's losses during these
periods were primarily due to significant increases in the provision for loan
and real estate losses, lower net interest income due primarily to high levels
of NPAs, decreased fee income due primarily to shrinkage of the Bank's deposit
base, and increased operating and other expenses relating to managing the Bank's
problem asset portfolio and the write-off of certain intangible assets.

          For the year ended December 31, 1996, the Company reported a net loss
before minority interest in subsidiary of $9.4 million (after giving effect to
the SAIF special assessment of $18.0 million). Earnings during 1996 (before the
SAIF special assessment) were positively affected 

                                       5
<PAGE>
 
by, among other things, a reduced provision for estimated loan losses of $15.6
million compared to provisions of $69.7 million (including the effect of a $45.0
million loan portfolio charge taken in connection with the Bank's adoption of
the Accelerated Asset Resolution Plan), $65.6 million and $65.1 million during
1995, 1994 and 1993, respectively. The lower provision during 1996 is
attributable to, among other things, lower levels of NPAs in 1996 compared to
other years and the effect of the Accelerated Asset Resolution Plan and the
$45.0 million reserve taken in connection therewith in 1995. No assurance can be
given that economic conditions that may affect the Bank's market area or other
circumstances will not require an increased provision which could have an
adverse effect on the Company's financial condition and results of operations.
See "--Adequacy of Allowance for Loan and Real Estate Losses." 

HIGH LEVELS OF NONPERFORMING ASSETS AND OTHER ASSETS WITH INCREASED RISK

          Due to significant decreases in rental rates and property values,
loans originated during the years 1987 through 1991 (which included the peak
years of Southern California real estate values in recent periods) are
characterized by generally higher loan to value ratios and lower debt coverage
ratios. The levels of the Bank's NPAs between 1989 and 1994 increased as
economic conditions worsened and contributed to substantial declines in real
estate values. Subsequent to the 1994 Recapitalization and Restructuring, the
levels of NPAs decreased substantially and remained at such lower levels during
1995 and 1996. As of June 30, 1997, 60% of the outstanding gross loan portfolio
was originated between 1987 and 1991.  High levels of NPAs were exacerbated as a
result of the Bank's concentration of loans secured by multifamily properties in
geographic areas that suffered particularly significant declines in rental rates
and real estate values and the impact of the Northridge earthquake. See "--
Dependence on Real Estate and High Concentration of Multifamily Residential
Loans."

          Levels of NPAs may remain at current levels or may increase in the
future as problem loans are worked out and in some instances properties are
taken into REO. The real estate market in Southern California and the overall
economy in the areas where the Bank operates are likely to continue to have a
significant effect on the quality of the Company's assets in the future.

ADEQUACY OF ALLOWANCE FOR LOAN AND REAL ESTATE LOSSES

          The Company's results of operations have been adversely affected in
recent years by significant loan and real estate loss provisions taken in light
of significant charge-offs against the Bank's allowance for estimated loan and
REO losses and high levels of NPAs and increased levels of REO, particularly
with respect to the Bank's loans on multifamily properties of 5 units or more.
The amount of the Bank's allowance for loan losses represents management's
estimate of the amount of loan losses likely to be incurred by the Bank, based
upon various assumptions as to economic and other conditions. As such, the
allowance for loan losses does not represent the amount of such losses that
could be incurred under adverse conditions that management does not consider to
be the most 

                                       6
<PAGE>
 
likely to arise. In addition, management's classification of assets and
evaluation of the adequacy of the allowance for loan losses is an ongoing
process. Consequently, there can be no assurance that material additions to the
Bank's allowance for loan losses will not be required in the future, thereby
adversely affecting earnings and the Bank's ability to maintain or build
capital. While management believes that the current allowance is adequate to
absorb the known and inherent risks in the loan portfolio, no assurances can be
given that the allowance is adequate or that economic conditions which may
adversely affect the Bank's market area or other circumstances will not result
in future loan or REO losses, which may not be covered completely by the current
allowance or may require an increased provision which could have a significant
adverse effect on the Bank's financial condition, results of operations and
levels of regulatory capital.

ECONOMIC CONDITIONS IN FIDELITY'S MARKET AREA

          The performance of the Bank's loans secured by multifamily and
commercial properties has been adversely affected by Southern California
economic conditions. These portfolios are particularly susceptible to the
potential for further declines in the Southern California economy, such as
increasing vacancy rates, declining rents, increasing interest rates, declining
debt coverage ratios and declining market values for multifamily and commercial
properties. In addition, the possibility that investors may abandon properties
or seek bankruptcy protection with respect to properties experiencing negative
cash flow, particularly where such properties are not cross-collateralized by
other performing assets, can also adversely affect the multifamily loan
portfolio.

          California has been hit particularly hard by adverse economic
conditions and Southern California has experienced the brunt of the economic
downturn in the state. Although certain economic indicators suggest that the
Southern California economy is beginning to improve, many factors key to
recovery may be impacted adversely by the Federal Reserve Board's interest rate
policy as well as other factors. Consequently, rents and real estate values may
not stabilize, which may affect future delinquency and foreclosure levels and
may adversely impact the Company's asset quality, earning performance and
capital levels.

DEPENDENCE ON REAL ESTATE AND HIGH CONCENTRATION OF MULTIFAMILY RESIDENTIAL
LOANS

          At June 30, 1997, substantially all of the Bank's loan portfolio was
secured by real estate, and the Company had $23.6 million of net REO. In light
of the economic recession in Southern California and the impact it has had and
may have on the Southern California real estate market, the Bank's real estate
dependence and high concentration of multifamily loans on properties of 5 or
more units (approximately 60% of the Bank's mortgage loan portfolio) increases
the risk of loss in the Bank's loan portfolio.

          Prior to the 1994 Restructuring and Recapitalization, the Bank
experienced high delinquency rates in its multifamily portfolio of 5 or more
units reflecting, among other things, (i) high vacancy rates, (ii) low apartment
rental rates, (iii) a greater willingness of borrowers to abandon 

                                       7
<PAGE>
 
such properties or seek bankruptcy protection, particularly where such
properties are experiencing negative cash flow and the loans are not cross-
collateralized by other performing properties, and (iv) the substantial
decreases in the market value of multifamily properties experienced in recent
periods (resulting, in many cases, in appraised values less than the outstanding
loan balances).

          Multifamily lending on properties of 5 or more units typically
involves larger loans to a single obligor and is generally viewed as exposing
the lender to a greater risk of loss than single family and multifamily (2 to 4
units) lending. The liquidation value of multifamily properties may be adversely
affected by risks generally incident to interests in real property, which
include: changes or continued weakness in general or local economic conditions
and/or specific industry segments, declines in real estate values, declines in
rental, room or occupancy rates, increases in interest rates, real estate and
personal property tax rates and other operating expenses (including energy
costs), the availability of refinancing, changes in governmental rules,
regulations and fiscal policies, including rent control ordinances and
environmental legislation, and other factors beyond the control of the borrower
or the lender.

CAPITAL REQUIREMENTS

          The minimum capital requirements applicable to savings associations,
such as the Bank, were significantly increased by the Financial Institutions
Reform, Recovery, and Enforcement Act of 1989 ("FIRREA"). Under FIRREA, as
implemented to date by the OTS, thrifts are required to maintain ratios of
tangible capital to adjusted total assets (as defined in the regulations) of at
least 1.5%, core capital to adjusted total assets (as defined in the
regulations) of at least 3% and total capital to risk-weighted assets (as
defined in the regulations) of at least 8%.

          The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), among other things, required the OTS to implement a system providing
for regulatory sanctions against institutions that are not adequately
capitalized. The severity of the sanctions increases to the extent that an
institution's capital continues to decline. Under the prompt corrective action
("PCA") provisions, an institution is adequately capitalized (and, therefore,
not undercapitalized) if (1) its ratio of core capital to adjusted total assets
(as defined in the regulations) is at least 4%, (2) its ratio of core capital to
risk-weighted assets (as defined in the regulations) is at least 4% and (3) its
ratio of total capital to risk-weighted assets (as defined in the regulations)
is at least 8%. An institution is treated as well capitalized if its core
capital to adjusted total assets ratio is at least 5%, its core capital to risk-
weighted assets ratio is at least 6%, and its total capital to risk-weighted
assets is at least 10% and no OTS order or directive requiring higher capital
ratios is then in effect.

          At June 30, 1997, the Bank met the requirements to be deemed well
capitalized for regulatory purposes. However, there can be no assurance that the
Bank will remain well capitalized in the future.

                                       8
<PAGE>
 
          The OTS also has the authority to establish, for individual thrifts,
an individual minimum capital requirement ("IMCR") in excess of the standard
requirement upon a determination by the OTS that such an IMCR is necessary or
appropriate in light of such thrift's particular circumstances. For example, the
OTS may determine that an IMCR is appropriate if, among other things, the OTS
believes that an institution (i) has a high degree of exposure to interest rate
risk or credit risk, (ii) has a high degree of exposure to concentration of
credit risk or risks arising from nontraditional activities or fails to
adequately monitor and control the risks presented by concentration of credit
and nontraditional activities, (iii) may be adversely affected by the operation
or condition of its holding company, (iv) has a portfolio reflecting weak credit
quality or a significant likelihood of financial loss or (v) has inadequate
underwriting standards or procedures. If the OTS determines that an IMCR should
be imposed on an institution, the institution has an opportunity to submit a
response to the OTS, but may have no opportunity for judicial review of an IMCR.
If an institution fails to meet either the standard minimum capital requirements
or any IMCR that may be imposed on it, it will become subject to a number of
regulatory sanctions. Although the Bank is not currently subject to an IMCR,
there can be no assurance that the Bank will not be subject to an IMCR in the
future.

          The Bank's failure to meet its regulatory capital requirements would
provide grounds for one or more of the following actions, depending on the
severity of the violation: a requirement that the Bank file a capital
restoration plan, a requirement that the Bank take additional actions to comply
with the capital restoration plan, the issuance of a cease and desist order, the
issuance of a capital directive, the imposition of civil money penalties on the
Bank and certain affiliated parties, the imposition of such operating
restrictions as the OTS deems appropriate at the time, such other actions by the
OTS as it may be authorized or required to take under applicable statutes and
regulations and, under certain circumstances, the appointment of a conservator
or receiver for the Bank.

FLUCTUATIONS IN INTEREST RATES

          Prevailing economic conditions, particularly changes in market
interest rates, as well as governmental policies and regulations concerning,
among other things, monetary and fiscal affairs, significantly affect interest
rates and a savings institution's net interest income. The results of operations
of the Company depend to a large extent on net interest income, which is the
difference between interest the Company receives from its loans, securities and
other interest-earning assets and the interest expense the Company pays on its
deposits and other interest-bearing liabilities. The Company is subject to risk
from fluctuations in interest rates to the extent its interest-bearing
liabilities mature or reprice at different times or on a different basis than
its interest-earning assets. Generally speaking, maturing liabilities, such as
deposits, may be replaced only with new liabilities paying interest rates
prevailing at the time of maturity, which may possibly be higher than the rates
applicable to the liabilities they replaced. Similarly, rates paid on
liabilities which reprice or adjust are adjusted based on interest rates
prevailing at the time of the repricing or adjustment. "Gap," generally
speaking, represents the estimated difference between the amount of interest-
earning assets 

                                       9
<PAGE>
 
and interest-bearing liabilities repricing during future periods as adjusted for
interest-rate swaps and other financial instruments as applicable, and based on
certain assumptions. One method the Company uses to measure its exposure to
interest rate fluctuations is by calculating its one-year Gap, which is the
ratio of (i) the difference between interest-sensitive assets and those
liabilities that mature or reprice within 12 months to (ii) total assets.
Analysis of the Gap provides only a static view of the Bank's interest rate
sensitivity at a specific point in time. The actual impact of interest rate
movements on the Company's net interest income may differ from that implied by
any Gap measurement. The Company's maturity and repricing mismatch between
interest rate sensitive assets and liabilities due within one year was a
positive 34.49% at June 30, 1997, compared to a negative one-year Gap of 2.84%
at December 31, 1996 and a positive one-year Gap of 7.06% at December 31, 1995.
With a positive one-year Gap, the Company would anticipate a rising net interest
rate margin over the near term in a rising rate environment. Conversely, in a
falling interest rate environment, the Company would anticipate that net
interest margin would be adversely affected.

          At June 30, 1997, approximately 90.3% of the Company's total loan
portfolio consisted of loans which mature or reprice in accordance with the
Federal Home Loan Bank Eleventh District Cost of Funds Index within one year,
compared with approximately 92.6% at December 31, 1996, approximately 92.4% at
December 31, 1995 and approximately 90.6% at December 31, 1994. During the
latter part of 1995 and early 1996, the Company benefited from the fact that
decreases in the interest rates accruing on the Company's adjustable rate
mortgage ("ARM") loans lagged the decreases in interest rates accruing on its
deposits. During the rising interest rate environment experienced in early 1995
and the latter part of 1996 through early 1997, however, the Company's net
interest margin was reduced. If interest rates were to increase again, the
Company's net interest income may suffer further as a result.

SIGNIFICANT REGULATION

          The financial institutions industry is subject to significant
regulation, which has materially affected the industry in the past and will
likely do so in the future. Such regulations, which affect Fidelity and Bank
Plus on a daily basis, may be changed at any time, and the interpretation of the
relevant law and regulations is also subject to change by the authorities who
examine the Bank and interpret those laws and regulations. There can be no
assurance that any present or future changes in the laws or regulations or in
their interpretation will not materially and adversely affect the Company.

LEGAL PROCEEDINGS

          The Bank was named as a defendant in a purported class action lawsuit
alleging violations of federal securities laws in connection with the offering
of common stock by the Bank in 1994 as part of the Bank's 1994 Restructuring and
Recapitalization. The suit was filed by Harbor Finance Partners ("Harbor") in
an alleged class action complaint in the United States District Court-Central
District of California on July 28, 1995 and originally named as defendants the
Bank, Citadel,

                                       10
<PAGE>
 
Richard M. Greenwood (the Bank's chief executive officer and Citadel's former
chief executive officer), J.P. Morgan Securities, Inc. and Deloitte & Touche
LLP. The suit alleged that false or misleading information was provided by the
defendants in connection with the Bank's 1994 Restructuring and Recapitalization
and stock offering and that the defendants knew and failed to disclose negative
information concerning the Bank. A motion to dismiss the original complaint was
filed by the Bank, and was granted without opposition. Thereafter, Harbor filed
an amended complaint that did not include J.P. Morgan Securities, Inc. and
Deloitte & Touche LLP as defendants and that contained some factual and legal
contentions which were different from those set forth originally. On May 21,
1996, the court granted the Bank's and Greenwood's motion to dismiss the first
amended complaint, but granted leave to amend. Following the filing of a second
amended complaint, the Bank and Greenwood filed a motion to dismiss. At a
hearing on July 22, 1996, the court ruled that the case should be dismissed with
prejudice and a formal order to that effect was submitted to the court for
execution. Harbor lodged certain objections to the proposed order, including
objections that the state law claims in the second amended complaint should not
be dismissed with prejudice. The court's order of dismissal was entered on
August 5, 1996 and provided that all claims asserted in the second amended
complaint under federal law were dismissed with prejudice and those under state
law were dismissed without prejudice to their renewal in state court pursuant to
28 U.S.C. (S) 1367(b)(3). Harbor has filed a notice of appeal to the order of
dismissal. The Briefing in the appeal is now concluded and the appeal awaits
hearing and disposition. On August 30, 1996, Harbor filed an alleged class
action complaint in state court containing allegations similar to those raised
in the federal court action as well as claims for unfair business practices to
which the Bank and Greenwood filed demurrers seeking to have the case dismissed
for failure to state a legally sufficient claim. These demurrers were sustained
without leave to amend on March 13, 1997. On May 5, 1997, an order of dismissal
was entered in the trial court in response to which Harbor has filed a notice of
appeal. The Bank filed a motion to recover its attorney fees in obtaining the
order of dismissal, which was heard on August 4, 1997. The court continued the
motion to August 29, 1997 in order to receive further evidence as to the
attorney fees claim filed by the Bank.

          In addition, the Bank is a defendant in several individual and
purported class actions brought by several borrowers which raise claims with
respect to the manner in which the Bank serviced certain adjustable rate
mortgages which were originated during the period 1983 through 1988. The actions
have been filed between July 1, 1992 and February of 1995. In one case the Bank
won a summary judgment in Federal District Court. This judgment was appealed. On
July 25, 1996, the Ninth Circuit Court of Appeals filed its opinion which
affirmed in part, reversed in part and remanded back to the Federal District
Court for further proceedings. The Federal District Court recently ruled in
favor of certifying a class in that action. In three Los Angeles Superior Court
cases, judgments in favor of the Bank were recently entered. The plaintiff has
appealed the judgments in all three cases. Two appeals, one decided on June 26,
1997, and one decided on July 30, 1997, affirmed the judgment of the Superior
Court in favor of the Bank, and one appeal has been dismissed. Two other cases
are pending in the Los Angeles Superior Court. In these actions, the plaintiffs'
principal claim is that the Bank selected an inappropriate review date to
consult the index upon which the rate adjustment is based that was one or two
months earlier than what was required 

                                       11
<PAGE>
 
under the terms of the notes. In a declining interest rate environment, the lag
effect of an earlier review period defers the benefit to the borrower of such
decline, and the reverse would be true in a rising interest rate environment.
The Bank strongly disputes these contentions and is vigorously defending these
suits. The legal responsibility and financial exposure of these claims presently
cannot be reasonably ascertained and, accordingly, there is a risk that the
final outcome of one or more of these actions could result in the payment of
monetary damages that could be material in relation to the financial condition
or results of operations of the Bank. The Bank does not believe the likelihood
of such a result is probable and has not established any specific litigation
reserves with respect to such lawsuits.

          In the normal course of business, the Company and certain of its
subsidiaries have a number of other lawsuits and claims pending. Although there
can be no assurance, the Company's management and its counsel believe that none
of the foregoing lawsuits or claims will have a material adverse effect on the
financial condition or business of the Company.

COMPETITION

          The Company faces substantial competition for loans and deposits
throughout its market areas. The Company competes on a daily basis with
commercial banks, other savings institutions, thrift and loans, credit unions,
finance companies, retail investment brokerage houses, mortgage banks, money
market and mutual funds and other investment alternatives and other financial
intermediaries, many of which have substantially greater resources, experience
and capital than the Company. The Company faces competition throughout its
market area from local institutions, which have a large presence in the
Company's market areas, as well as from out-of-state financial institutions
which have offices in the Company's market areas. Many of these other
institutions offer services which the Company does not offer, including trust
services. Furthermore, banks with a larger capital base and financial firms not
subject to the restrictions imposed by banking regulation have larger lending
limits and can therefore serve the needs of larger customers.


                             SELLING STOCKHOLDERS

     The table below sets forth, as of the date of this Prospectus or a
subsequent date if amended or supplemented, (a) the name of each Selling
Stockholder and his or her relationship to the Company during the last three
years; (b) the number of shares of Common Stock each Selling Stockholder owned
beneficially as of the date of this Prospectus (assuming that all options to
acquire shares are exercisable within 60 days, although options actually vest
over four years), (c) the number of Securities offered pursuant to this
Prospectus by each Selling Stockholder; and (d) the amount and the percentage of
Common Stock that will be owned by each Selling Stockholder after completion of
this offering.  The inclusion in the table of the individuals named therein
shall not be deemed to be an admission that any such individuals are
"affiliates" of the Company.

                                       12
<PAGE>
 
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
                                                                                                  SHARES TO BE
                                                                SHARES OF                      BENEFICIALLY OWNED
                                                               COMMON STOCK                    UPON COMPLETION OF
                            RELATIONSHIP TO                    BENEFICIALLY      SHARES          OFFERING (1)(3)
                          COMPANY DURING LAST                OWNED AS OF JUNE   OFFERED      -----------------------
SELLING STOCKHOLDER           THREE YEARS                      30, 1997 (1)    HEREBY (2)      NUMBER     PERCENT
--------------------------------------------------------------------------------------------------------------------
<S>                       <C>                                    <C>           <C>             <C>        <C>
Richard M. Greenwood      President and CEO of
                          Bank Plus; Chairman and
                          CEO of Fidelity                        312,500        300,000        12,500         *
--------------------------------------------------------------------------------------------------------------------
Norman Barker, Jr.        Director of Bank Plus                   26,750         25,500         1,250         *
--------------------------------------------------------------------------------------------------------------------
Waldo H. Burnside         Director of Bank Plus                   26,125         25,500           625         *
--------------------------------------------------------------------------------------------------------------------
George Gibbs, Jr.         Director of Bank Plus
                          and Fidelity                            26,125         25,500           625         *
--------------------------------------------------------------------------------------------------------------------
Lilly V. Lee              Director of Bank Plus
                          and Fidelity                            26,750         25,500         1,250         *
--------------------------------------------------------------------------------------------------------------------
Mark K. Mason             Director of Fidelity                    25,600         25,500           100         *
--------------------------------------------------------------------------------------------------------------------
Ralph B. Perry            Director of Fidelity                    27,000         25,500         1,500         *
--------------------------------------------------------------------------------------------------------------------
Gordon V. Smith           Chairman of Bank Plus                  102,612          2,500       100,112         *
--------------------------------------------------------------------------------------------------------------------
Mark Sullivan III         Director of Bank Plus                    5,250          2,500         2,750         *
--------------------------------------------------------------------------------------------------------------------
W. Pendleton Tudor        Director of Fidelity                    25,500         25,500             0         *
--------------------------------------------------------------------------------------------------------------------
Stephen J. Austin         Executive Vice President
                          and Director, Risk
                          Evaluation Group, of
                          Fidelity                                12,500         12,500             0         *
--------------------------------------------------------------------------------------------------------------------
Robert P. Condon          Executive Vice President
                          of Fidelity; CEO of
                          Gateway                                181,250        168,750        12,500         *
--------------------------------------------------------------------------------------------------------------------
Godfrey B. Evans          Executive
                          Vice President &
                          General Counsel of
                          Fidelity and of Bank Plus              149,000        143,750         5,250         *
--------------------------------------------------------------------------------------------------------------------
James E. Stutz            President and COO of
                          Fidelity                               175,000        168,750         6,250         *
--------------------------------------------------------------------------------------------------------------------
W.C. Taylor III           Executive Vice President
                          and Chief Lending
                          Officer of Fidelity                    112,500        100,000        12,500         *
--------------------------------------------------------------------------------------------------------------------
</TABLE>
*   Less than one percent.
(1) Assumes that all options to acquire shares are exercisable within 60 days,
    although options actually vest over four years.
(2) Includes all shares of Common Stock issuable to the Selling Stockholder upon
    exercise of outstanding options granted under the Plan.
(3) Assumes that all options are exercised and all shares offered hereby are
    sold, that no additional shares will be acquired and that no shares other
    than those offered hereby will be sold.

                                       13
<PAGE>
 
                                USE OF PROCEEDS

       The Company will not receive any of the proceeds from the sale of the
Securities offered hereby.


                              PLAN OF DISTRIBUTION

       Sale of the Securities offered hereby may be made on the NASDAQ National
Market System or the over-the-counter market or otherwise at prices and on terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions.  The Securities may be sold in (a) a block trade in
which the broker or dealer so engaged will attempt to sell the Securities as
agent but may position and resell a portion of the block as principal to
facilitate the transaction, (b) transactions in which a broker or dealer acts as
principal and resells the securities for its account pursuant to this
Prospectus, (c) an exchange distribution in accordance with the rules of such
exchange, and (d) ordinary brokerage transactions and transactions in which the
broker solicits purchases.  In effecting sales, brokers or dealers engaged by
the Selling Stockholders may arrange for other brokers or dealers to
participate.  Brokers or dealers will receive commissions or discounts from
Selling Stockholders in amounts to be negotiated immediately prior to sale.
Such brokers or dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales and any discounts and commissions received by them
and any profit realized by them on the resale of the Securities may be deemed to
be underwriting discounts and commissions under the Securities Act.

       There is no assurance that any of the Selling Stockholders will offer for
sale or sell any or all of the Securities covered by this Prospectus.


                             VALIDITY OF SECURITIES

       The validity of the Securities offered hereby will be passed upon for the
Company by Sullivan & Cromwell, Los Angeles, California.


                                    EXPERTS

       The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from Bank Plus' Annual Report on
Form 10-K, as amended by the Amendment No. 1 thereto on Form 10-K/A, have been
audited by Deloitte & Touche LLP, independent auditors, as set forth in their
report incorporated herein by reference. Such consolidated financial statements
are incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

                                       14
<PAGE>
 
                                 OTHER MATTERS

       The certificate of incorporation of the Company limits the liability of
directors for breach of their fiduciary duty as directors to the maximum extent
permitted by the Delaware General Corporation Law (the "DGCL").  The DGCL
authorized corporations to limit or eliminate the personal liability of
directors to the corporation and its stockholders for monetary damages in
connection with the breach of a director's fiduciary duty of care.  The duty of
care requires that, when acting on behalf of the corporation, directors must
exercise an informed business judgment based on all material information
reasonably available to them.  Absent the limitation authorized by the DGCL,
directors could be accountable to corporations and their stockholders for
monetary damages for conduct that does not satisfy such duty of care.  Although
the DGCL does not change a director's duty of care, it enables corporations to
limit available relief to equitable remedies such as injunction or rescission.
The Company's certificate of incorporation limits the liability of directors to
the Company or its stockholders to the fullest extent permitted by the DGCL as
in effect from time to time.  Specifically, directors of the Company will not be
personally liable for monetary damages for breach of a director's fiduciary duty
as a director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the DGCL or (iv) for any transaction
from which the director derived an improper personal benefit. This provision
does not affect a director's responsibilities under certain other laws such as
the federal securities laws or state or federal environmental laws.

       The bylaws of the Company provide that the Company shall indemnify its
officers, directors and employees to the fullest extent permitted by the DGCL.
The Company believes that indemnification under its bylaws covers at least
negligence and gross negligence on the part of the indemnified parties.

       The Company has entered into indemnification agreements with its
directors and officers which provide for broad indemnification, except where the
"reviewing party" has determined that the indemnitee would not be entitled to be
indemnified under applicable law.  The "reviewing party" is defined as the
majority vote of the directors of the Company not subject to the particular
claim or, if none, independent legal counsel selected by the indemnitee and
approved by the Company.  No payments may be made under these indemnification
agreements in connection with claims made against a director or officer for
which payment is made under an insurance policy or for which such person is
otherwise indemnified.

       Under an insurance policy currently maintained by the Company, the
directors and officers of the Company are insured, within the limits and subject
to the limitations of the policy, against certain expenses in connection with
the defense of certain claims, actions, suits 

                                       15
<PAGE>
 
or proceedings, and certain liabilities which may be imposed as a result of such
claims, actions, suits or proceedings which may be brought against them by
reason of being or having been such directors or officers.

       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company 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.

       NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THE
PROSPECTUS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF ANY OFFER TO BUY, COMMON STOCK BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.

                                       16
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
          --------------------------------------- 

          The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

(1)  The Registrant's Annual Report on  Form 10-K for the fiscal year ended
     December 31, 1996;

(2)  Amendment No. 1 on Form 10-K/A, filed June 13, 1997, to the Registrant's 
     Annual Report on Form 10-K for the fiscal year ended December 31, 1996;

(3)  The Registrant's Quarterly Report on Form 10-Q for the period ended March
     31, 1997;

(4)  The Registrant's Quarterly Report on Form 10-Q for the period ended June
     30, 1997;

(5)  The Registrant's Current Report on Form 8-K filed July 3, 1997;

(6)  The Registrant's Current Report on Form 8-K filed August 13, 1997; and

(7)  The description of the Registrant's Common Stock contained in the
     Registrant's Registration Statement on Form 8-B filed on April 22, 1996.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment indicating that all securities offered hereby have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in the registration statement and to be a
part hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.
          ------------------------- 

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          -------------------------------------- 

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
          ----------------------------------------- 

          The certificate of incorporation of the Registrant limits the
liability of directors for breach of their fiduciary duty as directors to the
maximum extent permitted by the Delaware General Corporation Law (the "DGCL").
The DGCL authorizes corporations to limit or eliminate the personal liability of
directors to the corporation and its stockholders for monetary damages in

                                      II-1
<PAGE>
 
connection with the breach of a director's fiduciary duty of care.  The duty of
care requires that, when acting on behalf of the corporation, directors must
exercise an informed business judgment based on all material information
reasonably available to them.  Absent the limitation authorized by the DGCL,
directors could be accountable to corporations and their stockholders for
monetary damages for conduct that does not satisfy such duty of care.  Although
the DGCL does not change a director's duty of care, it enables corporations to
limit available relief to equitable remedies such as injunction or rescission.
The Registrant's certificate of incorporation limits the liability of directors
to the Registrant or its stockholders to the fullest extent permitted by the
DGCL as in effect from time to time.  Specifically, directors of the Registrant
will not be personally liable for monetary damages for breach of a director's
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the DGCL or (iv)
for any transaction from which the director derived an improper personal
benefit. This provision does not affect a director's responsibilities under
certain other laws such as the federal securities laws or state or federal
environmental laws.

          The bylaws of the Registrant provide that the Registrant shall
indemnify its officers, directors and employees to the fullest extent permitted
by the DGCL.  The Registrant believes that indemnification under its bylaws
covers at least negligence and gross negligence on the part of the indemnified
parties.

          The Registrant has entered into indemnification agreements with its
directors and officers which provide for broad indemnification, except where the
"reviewing party" has determined that the indemnitee would not be entitled to be
indemnified under applicable law.  The "reviewing party" is defined as the
majority vote of the directors of Registrant not subject to the particular claim
or, if none, independent legal counsel selected by the indemnitee and approved
by the Registrant. No payments may be made under these indemnification
agreements in connection with claims made against a director or officer for
which payment is made under an insurance policy or for which such person is
otherwise indemnified.

          Under an insurance policy currently maintained by the Registrant, the
directors and officers of the Registrant are insured, within the limits and
subject to the limitations of the policy, against certain expenses in connection
with the defense of certain claims, actions, suits or proceedings, and certain
liabilities which may be imposed as a result of such claims, actions, suits or
proceedings which may be brought against them by reason of being or having been
such directors or officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          ----------------------------------- 
          Not applicable.
 
ITEM 8.   EXHIBITS
          --------

                                      II-2
<PAGE>
 
          4.1  Bank Plus Corporation Stock Option and Equity Incentive Plan, as
               amended and restated as of February 26, 1997

          4.2  Certificate of Incorporation of the Registrant (incorporated by
               reference to Exhibit 3.1 of the Form 8-B filed by the Registrant
               on April 22, 1996 (the "Form 8-B"))

          4.3  Bylaws of the Registrant (incorporated by reference to Exhibit
               3.2 of the Form 8-B)

          4.4  Indenture between Registrant and the Bank of New York, as
               Trustee, relating to the 12% Senior Notes due July 18, 2007 of
               Registrant

          5.1  Opinion of Sullivan & Cromwell
 
          23.1 Consent of Deloitte & Touche LLP with respect to the Annual 
               Report, as amended, of the Registrant

          23.2 Consent of Deloitte & Touche LLP with respect to the consolidated
               financial statements of Hancock Savings Bank

          23.3 Consent of Sullivan & Cromwell (included in Exhibit 5.1)

          24   Power of Attorney (included on page II-5 of this Registration
               Statement)

ITEM 9.   UNDERTAKINGS.
          ------------ 

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement;
 
               (i)     To include any prospectus required by Section 10(a)(3) of
          the 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;
 
               (iii)   To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;
 
provided, however, that paragraphs (a) (1) (i) and (a) (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports 

                                      II-3
<PAGE>
 
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
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.
 
     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
 
     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-4
<PAGE>
 
                                  SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on this 2nd day of
September, 1997.

                           BANK PLUS CORPORATION


                           By:       /S/ RICHARD M. GREENWOOD
                              ----------------------------------------
                                       Richard M. Greenwood
                                    Vice Chairman of the Board,
                                President and Chief Executive Officer

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Godfrey B. Evans as his true and lawful
attorney-in-fact and agent with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
foregoing, 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
 
Signature                     Title                          Date
---------                     -----                          ----
<S>                           <C>                            <C>
 
 
/S/ GORDON V. SMITH           Chairman of the Board          August 29, 1997
---------------------------
Gordon V. Smith
 
 
/S/ RICHARD M. GREENWOOD      Vice Chairman, President and   August 31, 1997
---------------------------   Chief Executive Officer
Richard M. Greenwood
</TABLE> 

                                      II-5
<PAGE>
 
<TABLE>

<S>                           <C>                            <C>
/S/ NORMAN BARKER, JR.        Director                       August 29, 1997
---------------------------
Norman Barker, Jr.
 
/S/ WALDO H. BURNSIDE         Director                       August 26, 1997
---------------------------
Waldo H. Burnside
 
 
/S/ GEORGE GIBBS, JR.         Director                       August 29, 1997
---------------------------
George Gibbs, Jr.
 
 
/S/ LILLY V. LEE              Director                       August 29, 1997
---------------------------
Lilly V. Lee
 
 
/S/ MARK SULLIVAN III         Director                       September 3, 1997
---------------------------
Mark Sullivan III
</TABLE>

                                      II-6
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>


Exhibit
Number    Description
-------   -----------
<S>       <C>

4.1       Bank Plus Corporation Stock Option and Equity
          Incentive Plan, as amended and restated as of
          February 26, 1997

4.2       Certificate of Incorporation of the Registrant
          (incorporated by reference to Exhibit 3.1 of the
          Form 8-B filed by the Registrant on April 22,
          1996 (the "Form 8-B"))

4.3       Bylaws of the Registrant (incorporated by
          reference to Exhibit 3.2 of the Form 8-B)

4.4       Indenture between Registrant and the Bank of
          New York, as Trustee, relating to the 12%
          Senior Notes due July 18, 2007 of Registrant

5.1       Opinion of Sullivan & Cromwell

23.1      Consent of Deloitte & Touche LLP with respect to the Annual Report,
          as amended, of the Registrant

23.2      Consent of Deloitte & Touche LLP with respect to the consolidated 
          financial statements of Hancock Savings Bank

23.3      Consent of Sullivan & Cromwell (included in
          Exhibit 5.1)

24        Power of Attorney (included on page II-5 of this
          Registration Statement)
</TABLE>

                                      II-7
[{"type": "S-8", "sequence": "1", "description": "STOCK OPTION AND EQUITY INCENTIVE PLAN", "secsgml_size_bytes": 72217}]
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As filed with the Securities and Exchange Commission on September 4, 1997.

                                                   Registration No. 333-________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                             BANK PLUS CORPORATION
           --------------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)

                DELAWARE                                95-4571410
   ------------------------------------------------------------------------
     (State or Other Jurisdiction of                 (I.R.S. Employer
     Incorporation or Organization)                 Identification No.)

            4565 Colorado Boulevard, Los Angeles, California 90039
         ------------------------------------------------------------
              (Address of Principal Executive Offices, Zip Code)

                    STOCK OPTION AND EQUITY INCENTIVE PLAN
         ------------------------------------------------------------
                           (Full title of the Plan)

                             Godfrey B. Evans Esq.
       Executive Vice President, General Counsel and Corporate Secretary
                             Bank Plus Corporation
                            4565 Colorado Boulevard
                         Los Angeles, California 90039
         ------------------------------------------------------------
                    (Name and Address of Agent for Service)

                                (818) 549-3330
         -------------------------------------------------------------
         (Telephone Number, Including Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
===================================================================================== 
                                            PROPOSED      PROPOSED    
 TITLE OF SECURITIES        AMOUNT          MAXIMUM       MAXIMUM         AMOUNT OF 
        TO BE               TO BE           OFFERING     AGGREGATE      REGISTRATION
      REGISTERED          REGISTERED(1)     PRICE PER     OFFERING           FEE                  
                                             SHARE         PRICE
-------------------------------------------------------------------------------------
Common Stock, $0.01         750,000         $10.875 (4)  $8,156,250 (4)    $2,471.60
    par value            shares (2)(3)
=====================================================================================
(1)  Pursuant to Rule 429 under the Securities Act of 1933, this Registration
     Statement also relates to 1,375,000 shares of Registrant's Common Stock,
     $0.01 par value per share (the "Common Stock"), registered on Registration
     Statement No. 333-16649 for which a Filing Fee of $3,550.89 was previously
     paid.
(2)  This Registration Statement also covers such indeterminable number of
     additional shares of Common Stock as may become issuable to prevent
     dilution in the event of stock splits, stock dividends or similar
     transactions pursuant to the terms of the Plan.
(3)  Represents shares of Common Stock to be issued by the Registrant upon
     exercise of options available for grant under the Plan.
(4)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) based upon the prices of the Common Stock on the NASDAQ
     National Market as reported on August 29, 1997.
EXPLANATORY NOTE

     Under cover of this Form S-8 is a reoffer prospectus prepared in accordance
with Part I of Form S-3 under the Act (the "Reoffer Prospectus"). The Reoffer
Prospectus may be used in connection with resales of securities acquired under
the Plan by persons who may be considered affiliates of the Registrant, as
defined in Rule 405 under the Securities Act of 1933, as amended (the
"Securities Act").

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of the
instructions to the Registration Statement on Form S-8 will be sent or given to
officers, employees and non-employee directors of the Registrant and its
subsidiaries selected to participate in the Plan as required by Rule 428(b)(1)
promulgated under the Securities Act.

                                       2
REOFFER PROSPECTUS
                             BANK PLUS CORPORATION 
                                 COMMON STOCK 
                              ($0.01 PAR VALUE) 
                               2,125,000 SHARES

       This Prospectus relates to 2,125,000 shares of Common Stock, par value
$0.01 per share ("Common Stock"), of Bank Plus Corporation ("Bank Plus") which
have previously been issued or may in the future be issued pursuant to awards
granted under Bank Plus' Stock Option and Equity Incentive Plan (the "Plan") to,
and which may be offered for resale from time to time by, certain directors and
officers of Bank Plus and its affiliates named in the table under the heading
"Selling Stockholders" (the "Selling Stockholders").

       Bank Plus will not receive any of the proceeds from the sale of the
Common Stock offered hereby (hereinafter, the "Securities").  Bank Plus will pay
all of the expenses associated with the registration of the Securities and this
Prospectus.  The Selling Stockholders will pay the other costs, if any,
associated with any sale of the Securities.

       Sale of the Securities offered hereby may be made on the NASDAQ National
Market System or the over-the-counter market or otherwise at prices and on terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions.

       See "Risk Factors" beginning on page 5 hereof for certain considerations
relevant to an investment in the Securities.

       The Common Stock is quoted on the NASDAQ National Market System under the
symbol "BPLS."  On August 29, 1997 the last reported sale price per share of the
Common Stock, as quoted on the NASDAQ National Market System, was $10.875.

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

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
          SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
           COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
              COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                  THIS PROSPECTUS. ANY REPRESENTATION TO THE
                        CONTRARY IS A CRIMINAL OFFENSE.
 
                     ------------------------------------

               The date of this Prospectus is September 4, 1997.
                                        
                     ------------------------------------
AVAILABLE INFORMATION

       Concurrently herewith, Bank Plus is filing a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), pertaining to the Securities covered by this Prospectus.
This Prospectus omits certain information and exhibits included in the
Registration Statement, copies of which may be obtained upon payment of a fee
prescribed by the Commission or may be examined free of charge at the principal
office of the Commission in Washington, D.C.

       Bank Plus is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission.  Such reports, proxy statements and other information filed with the
Commission by Bank Plus can be inspected and copied at the public reference
facilities maintained by the Commission at Room 2014, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and will also be available for inspection and copying at
the regional offices of the Commission located at 7 World Trade Center (13th
Floor), New York, New York 10048 and at Citicorp Center, 500 West Madison Street
(Suite 1400), Chicago, Illinois 60661-2511.  Copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.  The Commission
maintains a World Wide Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission.  The address of the site is http://www.sec.gov.

       Bank Plus' Common Stock is quoted on the NASDAQ National Market System
under the symbol "BPLS."

                                       2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents heretofore filed by Bank Plus with the Commission
are by this reference incorporated in and made a part of this Prospectus:  (i)
the Company's (as defined below) Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, (ii) Amendment No. 1 on Form 10-K/A, filed June 13, 
1997, to the Company's Annual Report for the fiscal year ended December 31,
1996; (iii) the Company's Quarterly Report on Form 10-Q for the period ended
March 31, 1997; (iv) the Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1997; (v) the Company's Current Report on Form 8-K filed July 3,
1997; (vi) the Company's Current Report on Form 8-K filed August 13, 1997; (vii)
the description of Bank Plus' Common Stock contained in Bank Plus' Registration
Statement on Form 8-B filed on April 22, 1996; and (viii) all documents filed by
Bank Plus pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Prospectus and prior to the filing of a post-effective
amendment which indicates that all Securities offered hereby have been sold or
which deregisters all Securities then remaining unsold. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is 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 Prospectus.

       Copies of all documents which are incorporated herein by reference (not
including the exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents or into this Prospectus) will be
provided without charge to each person, including any beneficial owner, to whom
this Prospectus is delivered, upon a written or oral request to Bank Plus
Corporation, Attention:  General Counsel, 4565 Colorado Boulevard, Los Angeles,
90039, telephone number (818) 549-3330.

                                  THE COMPANY

          Bank Plus, through its wholly-owned subsidiary, Fidelity Federal Bank,
A Federal Savings Bank, and its subsidiaries ("Fidelity" or the "Bank"), offers
a broad range of consumer financial services, including demand and term
deposits, and loans to consumers, through 38 full-service branches, all of which
are located in Southern California, principally in Los Angeles and Orange
counties.  At this time, the Bank makes available to its customers residential
mortgages and consumer loans, which the Bank does not underwrite or fund, by
referral to certain established providers of mortgage and consumer loan products
with which the Bank has negotiated strategic alliances.  In addition, through
Bank Plus' subsidiary Gateway Investment Services, Inc. ("Gateway"), a National
Association of Securities Dealers, Inc.  ("NASD") registered broker/dealer, the
Bank provides customers with uninsured investment products, including a number
of mutual funds, annuities and unit investment trusts.

          In the fourth quarter of 1995, Fidelity completed a plan of
recapitalization (the "1995 Recapitalization"), pursuant to which Fidelity
raised approximately $134.4 million in net new equity 

                                       3
through the sale of 2,070,000 shares of 12% Noncumulative Exchangeable Perpetual
Preferred Stock, Series A ("Series A Preferred Stock"), and 47,000,000 shares of
Fidelity Class A Common Stock. As part of the 1995 Recapitalization, Fidelity
adopted the accelerated asset resolution plan (the "Accelerated Asset Resolution
Plan"), which was designed to aggressively dispose of, resolve, or otherwise
manage a pool of primarily multifamily mortgage loans and real estate owned
("REO"). As a result, Fidelity recorded a $45.0 million loan portfolio charge in
the allowance for estimated loan losses which represented the estimated
additional losses expected to be incurred in connection with the implementation
of the Accelerated Asset Resolution Plan. See Item 7: "Management's Discussion
and Analysis of Financial Condition and Results of Operations ("MD&A")--Asset
Quality--Accelerated Asset Resolution Plan" in the Company's Annual Report on
Form 10-K for the fiscal year ended December 1996, as amended by the Amendment 
No. 1 thereto on Form 10-K/A filed June 13, 1997 (the "1996 10-K").

          On February 9, 1996, the Bank's stockholders approved a one-for-four
reverse stock split of the issued and outstanding shares of the Bank's Class A
Common Stock.  Upon effectiveness of the reverse stock split, each stockholder
became the owner of one share of Common Stock for each four shares of Common
Stock held at the time of the reverse stock split and became entitled to receive
cash in lieu of any fractional shares. All per share data and weighted average
common shares outstanding have been retroactively adjusted to reflect the
reverse stock split.

          In May 1996, Fidelity completed a reorganization pursuant to which all
of the outstanding common stock of Fidelity was converted on a one-for-one basis
into all of the outstanding common stock of Bank Plus, and Bank Plus became the
holding company for Fidelity (the "Reorganization"). Effective May 17, 1996,
Bank Plus Common Stock was listed on the NASDAQ National Market System  under
the symbol "BPLS".  Bank Plus' principal operating subsidiaries are Fidelity and
Gateway, which prior to the Reorganization was a subsidiary of the Bank.  Bank
Plus currently has no significant business or operations other than serving as
the holding company for Fidelity and Gateway.

          Fidelity's deposits are highly concentrated in Los Angeles and Orange
counties.  The 38 branches held average deposit balances of $71.1 million and
total balances of approximately $2.7 billion at June 30, 1997.  At June 30,
1997, the Bank's gross mortgage loan portfolio aggregated approximately $2.8
billion, 61% of which was secured by residential properties containing 5 or more
units, 31% of which was secured by single family and multifamily residential
properties containing 2 to 4 units and 8% of which was secured by commercial and
other property. At that same date, 96% of the Bank's loans consisted of
adjustable-rate mortgages.

          The Bank's deposit accounts are insured by the Federal Deposit
Insurance Corporation (the "FDIC") through the Savings Association Insurance
Fund (the "SAIF") to the maximum extent permitted by law.  The Bank is subject
to the examination, supervision and reporting requirements of the Office of
Thrift Supervision (the "OTS"), which is the Bank's primary federal banking
regulator, and is also subject to examination and supervision by the FDIC.  As a
wholly-owned subsidiary of Bank Plus, Gateway is subject to limited examination
and supervision 

                                       4
by the OTS and is also subject to regulation as a registered broker/dealer by
the Securities and Exchange Commission (the "SEC").

          On September 30, 1996 legislation was enacted that required member
institutions to recapitalize the SAIF by paying a one-time special assessment of
approximately 65.7 basis points on all assessable deposits as of March 31, 1995.
The one-time special assessment resulted in the Bank recording an $18.0 million
charge in additional SAIF premiums.  See Item 1: "Business-Regulation and
Supervision--Fidelity--Deposit Insurance," in the 1996 10-K.

          Unless the context otherwise requires, all references to the "Company"
in this reoffer prospectus include Bank Plus and its subsidiaries on a
consolidated basis.  All references to Fidelity or the Bank with respect to the
period after August 3, 1994 and before the Reorganization include Gateway, which
was a wholly-owned subsidiary of the Bank's former holding company, Citadel
Holding Corporation ("Citadel"), during a portion of the periods covered hereby,
and on August 3, 1994, became a wholly-owned subsidiary of Fidelity.  The
principal executive offices of Bank Plus and Fidelity are located at 4565
Colorado Boulevard, Los Angeles, California 90039, telephone number (818) 241-
6215.

                                 RISK FACTORS

       The purchase of the Securities involves a high degree of risk. In
determining whether or not to make an investment in the Securities, potential
investors are urged to read and carefully consider the matters set forth below,
as well as the other information contained herein.

RISK OF CONTINUING LOSSES

          Beginning in late 1991, the impact of the economic recession and
substantial declines in real estate values in Southern California began to
adversely affect collateral values and the ability of certain borrowers to repay
their obligations to the Bank. This led to high levels of nonperforming assets
("NPAs") and net chargeoffs in 1991, which adversely affected the Bank's asset
quality and results of operations. The foregoing factors contributed to a net
loss of $65.9 million ($62.72 per share), a net loss of $128.4 million ($39.08
per share) and a net loss of $69.0 million ($8.84 per share) for the years ended
December 31, 1993, 1994 and 1995, respectively. The Bank's losses during these
periods were primarily due to significant increases in the provision for loan
and real estate losses, lower net interest income due primarily to high levels
of NPAs, decreased fee income due primarily to shrinkage of the Bank's deposit
base, and increased operating and other expenses relating to managing the Bank's
problem asset portfolio and the write-off of certain intangible assets.

          For the year ended December 31, 1996, the Company reported a net loss
before minority interest in subsidiary of $9.4 million (after giving effect to
the SAIF special assessment of $18.0 million). Earnings during 1996 (before the
SAIF special assessment) were positively affected 

                                       5
by, among other things, a reduced provision for estimated loan losses of $15.6
million compared to provisions of $69.7 million (including the effect of a $45.0
million loan portfolio charge taken in connection with the Bank's adoption of
the Accelerated Asset Resolution Plan), $65.6 million and $65.1 million during
1995, 1994 and 1993, respectively. The lower provision during 1996 is
attributable to, among other things, lower levels of NPAs in 1996 compared to
other years and the effect of the Accelerated Asset Resolution Plan and the
$45.0 million reserve taken in connection therewith in 1995. No assurance can be
given that economic conditions that may affect the Bank's market area or other
circumstances will not require an increased provision which could have an
adverse effect on the Company's financial condition and results of operations.
See "--Adequacy of Allowance for Loan and Real Estate Losses." 

HIGH LEVELS OF NONPERFORMING ASSETS AND OTHER ASSETS WITH INCREASED RISK

          Due to significant decreases in rental rates and property values,
loans originated during the years 1987 through 1991 (which included the peak
years of Southern California real estate values in recent periods) are
characterized by generally higher loan to value ratios and lower debt coverage
ratios. The levels of the Bank's NPAs between 1989 and 1994 increased as
economic conditions worsened and contributed to substantial declines in real
estate values. Subsequent to the 1994 Recapitalization and Restructuring, the
levels of NPAs decreased substantially and remained at such lower levels during
1995 and 1996. As of June 30, 1997, 60% of the outstanding gross loan portfolio
was originated between 1987 and 1991.  High levels of NPAs were exacerbated as a
result of the Bank's concentration of loans secured by multifamily properties in
geographic areas that suffered particularly significant declines in rental rates
and real estate values and the impact of the Northridge earthquake. See "--
Dependence on Real Estate and High Concentration of Multifamily Residential
Loans."

          Levels of NPAs may remain at current levels or may increase in the
future as problem loans are worked out and in some instances properties are
taken into REO. The real estate market in Southern California and the overall
economy in the areas where the Bank operates are likely to continue to have a
significant effect on the quality of the Company's assets in the future.

ADEQUACY OF ALLOWANCE FOR LOAN AND REAL ESTATE LOSSES

          The Company's results of operations have been adversely affected in
recent years by significant loan and real estate loss provisions taken in light
of significant charge-offs against the Bank's allowance for estimated loan and
REO losses and high levels of NPAs and increased levels of REO, particularly
with respect to the Bank's loans on multifamily properties of 5 units or more.
The amount of the Bank's allowance for loan losses represents management's
estimate of the amount of loan losses likely to be incurred by the Bank, based
upon various assumptions as to economic and other conditions. As such, the
allowance for loan losses does not represent the amount of such losses that
could be incurred under adverse conditions that management does not consider to
be the most 

                                       6
likely to arise. In addition, management's classification of assets and
evaluation of the adequacy of the allowance for loan losses is an ongoing
process. Consequently, there can be no assurance that material additions to the
Bank's allowance for loan losses will not be required in the future, thereby
adversely affecting earnings and the Bank's ability to maintain or build
capital. While management believes that the current allowance is adequate to
absorb the known and inherent risks in the loan portfolio, no assurances can be
given that the allowance is adequate or that economic conditions which may
adversely affect the Bank's market area or other circumstances will not result
in future loan or REO losses, which may not be covered completely by the current
allowance or may require an increased provision which could have a significant
adverse effect on the Bank's financial condition, results of operations and
levels of regulatory capital.

ECONOMIC CONDITIONS IN FIDELITY'S MARKET AREA

          The performance of the Bank's loans secured by multifamily and
commercial properties has been adversely affected by Southern California
economic conditions. These portfolios are particularly susceptible to the
potential for further declines in the Southern California economy, such as
increasing vacancy rates, declining rents, increasing interest rates, declining
debt coverage ratios and declining market values for multifamily and commercial
properties. In addition, the possibility that investors may abandon properties
or seek bankruptcy protection with respect to properties experiencing negative
cash flow, particularly where such properties are not cross-collateralized by
other performing assets, can also adversely affect the multifamily loan
portfolio.

          California has been hit particularly hard by adverse economic
conditions and Southern California has experienced the brunt of the economic
downturn in the state. Although certain economic indicators suggest that the
Southern California economy is beginning to improve, many factors key to
recovery may be impacted adversely by the Federal Reserve Board's interest rate
policy as well as other factors. Consequently, rents and real estate values may
not stabilize, which may affect future delinquency and foreclosure levels and
may adversely impact the Company's asset quality, earning performance and
capital levels.

DEPENDENCE ON REAL ESTATE AND HIGH CONCENTRATION OF MULTIFAMILY RESIDENTIAL
LOANS

          At June 30, 1997, substantially all of the Bank's loan portfolio was
secured by real estate, and the Company had $23.6 million of net REO. In light
of the economic recession in Southern California and the impact it has had and
may have on the Southern California real estate market, the Bank's real estate
dependence and high concentration of multifamily loans on properties of 5 or
more units (approximately 60% of the Bank's mortgage loan portfolio) increases
the risk of loss in the Bank's loan portfolio.

          Prior to the 1994 Restructuring and Recapitalization, the Bank
experienced high delinquency rates in its multifamily portfolio of 5 or more
units reflecting, among other things, (i) high vacancy rates, (ii) low apartment
rental rates, (iii) a greater willingness of borrowers to abandon 

                                       7
such properties or seek bankruptcy protection, particularly where such
properties are experiencing negative cash flow and the loans are not cross-
collateralized by other performing properties, and (iv) the substantial
decreases in the market value of multifamily properties experienced in recent
periods (resulting, in many cases, in appraised values less than the outstanding
loan balances).

          Multifamily lending on properties of 5 or more units typically
involves larger loans to a single obligor and is generally viewed as exposing
the lender to a greater risk of loss than single family and multifamily (2 to 4
units) lending. The liquidation value of multifamily properties may be adversely
affected by risks generally incident to interests in real property, which
include: changes or continued weakness in general or local economic conditions
and/or specific industry segments, declines in real estate values, declines in
rental, room or occupancy rates, increases in interest rates, real estate and
personal property tax rates and other operating expenses (including energy
costs), the availability of refinancing, changes in governmental rules,
regulations and fiscal policies, including rent control ordinances and
environmental legislation, and other factors beyond the control of the borrower
or the lender.

CAPITAL REQUIREMENTS

          The minimum capital requirements applicable to savings associations,
such as the Bank, were significantly increased by the Financial Institutions
Reform, Recovery, and Enforcement Act of 1989 ("FIRREA"). Under FIRREA, as
implemented to date by the OTS, thrifts are required to maintain ratios of
tangible capital to adjusted total assets (as defined in the regulations) of at
least 1.5%, core capital to adjusted total assets (as defined in the
regulations) of at least 3% and total capital to risk-weighted assets (as
defined in the regulations) of at least 8%.

          The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), among other things, required the OTS to implement a system providing
for regulatory sanctions against institutions that are not adequately
capitalized. The severity of the sanctions increases to the extent that an
institution's capital continues to decline. Under the prompt corrective action
("PCA") provisions, an institution is adequately capitalized (and, therefore,
not undercapitalized) if (1) its ratio of core capital to adjusted total assets
(as defined in the regulations) is at least 4%, (2) its ratio of core capital to
risk-weighted assets (as defined in the regulations) is at least 4% and (3) its
ratio of total capital to risk-weighted assets (as defined in the regulations)
is at least 8%. An institution is treated as well capitalized if its core
capital to adjusted total assets ratio is at least 5%, its core capital to risk-
weighted assets ratio is at least 6%, and its total capital to risk-weighted
assets is at least 10% and no OTS order or directive requiring higher capital
ratios is then in effect.

          At June 30, 1997, the Bank met the requirements to be deemed well
capitalized for regulatory purposes. However, there can be no assurance that the
Bank will remain well capitalized in the future.

                                       8
The OTS also has the authority to establish, for individual thrifts,
an individual minimum capital requirement ("IMCR") in excess of the standard
requirement upon a determination by the OTS that such an IMCR is necessary or
appropriate in light of such thrift's particular circumstances. For example, the
OTS may determine that an IMCR is appropriate if, among other things, the OTS
believes that an institution (i) has a high degree of exposure to interest rate
risk or credit risk, (ii) has a high degree of exposure to concentration of
credit risk or risks arising from nontraditional activities or fails to
adequately monitor and control the risks presented by concentration of credit
and nontraditional activities, (iii) may be adversely affected by the operation
or condition of its holding company, (iv) has a portfolio reflecting weak credit
quality or a significant likelihood of financial loss or (v) has inadequate
underwriting standards or procedures. If the OTS determines that an IMCR should
be imposed on an institution, the institution has an opportunity to submit a
response to the OTS, but may have no opportunity for judicial review of an IMCR.
If an institution fails to meet either the standard minimum capital requirements
or any IMCR that may be imposed on it, it will become subject to a number of
regulatory sanctions. Although the Bank is not currently subject to an IMCR,
there can be no assurance that the Bank will not be subject to an IMCR in the
future.

          The Bank's failure to meet its regulatory capital requirements would
provide grounds for one or more of the following actions, depending on the
severity of the violation: a requirement that the Bank file a capital
restoration plan, a requirement that the Bank take additional actions to comply
with the capital restoration plan, the issuance of a cease and desist order, the
issuance of a capital directive, the imposition of civil money penalties on the
Bank and certain affiliated parties, the imposition of such operating
restrictions as the OTS deems appropriate at the time, such other actions by the
OTS as it may be authorized or required to take under applicable statutes and
regulations and, under certain circumstances, the appointment of a conservator
or receiver for the Bank.

FLUCTUATIONS IN INTEREST RATES

          Prevailing economic conditions, particularly changes in market
interest rates, as well as governmental policies and regulations concerning,
among other things, monetary and fiscal affairs, significantly affect interest
rates and a savings institution's net interest income. The results of operations
of the Company depend to a large extent on net interest income, which is the
difference between interest the Company receives from its loans, securities and
other interest-earning assets and the interest expense the Company pays on its
deposits and other interest-bearing liabilities. The Company is subject to risk
from fluctuations in interest rates to the extent its interest-bearing
liabilities mature or reprice at different times or on a different basis than
its interest-earning assets. Generally speaking, maturing liabilities, such as
deposits, may be replaced only with new liabilities paying interest rates
prevailing at the time of maturity, which may possibly be higher than the rates
applicable to the liabilities they replaced. Similarly, rates paid on
liabilities which reprice or adjust are adjusted based on interest rates
prevailing at the time of the repricing or adjustment. "Gap," generally
speaking, represents the estimated difference between the amount of interest-
earning assets 

                                       9
and interest-bearing liabilities repricing during future periods as adjusted for
interest-rate swaps and other financial instruments as applicable, and based on
certain assumptions. One method the Company uses to measure its exposure to
interest rate fluctuations is by calculating its one-year Gap, which is the
ratio of (i) the difference between interest-sensitive assets and those
liabilities that mature or reprice within 12 months to (ii) total assets.
Analysis of the Gap provides only a static view of the Bank's interest rate
sensitivity at a specific point in time. The actual impact of interest rate
movements on the Company's net interest income may differ from that implied by
any Gap measurement. The Company's maturity and repricing mismatch between
interest rate sensitive assets and liabilities due within one year was a
positive 34.49% at June 30, 1997, compared to a negative one-year Gap of 2.84%
at December 31, 1996 and a positive one-year Gap of 7.06% at December 31, 1995.
With a positive one-year Gap, the Company would anticipate a rising net interest
rate margin over the near term in a rising rate environment. Conversely, in a
falling interest rate environment, the Company would anticipate that net
interest margin would be adversely affected.

          At June 30, 1997, approximately 90.3% of the Company's total loan
portfolio consisted of loans which mature or reprice in accordance with the
Federal Home Loan Bank Eleventh District Cost of Funds Index within one year,
compared with approximately 92.6% at December 31, 1996, approximately 92.4% at
December 31, 1995 and approximately 90.6% at December 31, 1994. During the
latter part of 1995 and early 1996, the Company benefited from the fact that
decreases in the interest rates accruing on the Company's adjustable rate
mortgage ("ARM") loans lagged the decreases in interest rates accruing on its
deposits. During the rising interest rate environment experienced in early 1995
and the latter part of 1996 through early 1997, however, the Company's net
interest margin was reduced. If interest rates were to increase again, the
Company's net interest income may suffer further as a result.

SIGNIFICANT REGULATION

          The financial institutions industry is subject to significant
regulation, which has materially affected the industry in the past and will
likely do so in the future. Such regulations, which affect Fidelity and Bank
Plus on a daily basis, may be changed at any time, and the interpretation of the
relevant law and regulations is also subject to change by the authorities who
examine the Bank and interpret those laws and regulations. There can be no
assurance that any present or future changes in the laws or regulations or in
their interpretation will not materially and adversely affect the Company.

LEGAL PROCEEDINGS

          The Bank was named as a defendant in a purported class action lawsuit
alleging violations of federal securities laws in connection with the offering
of common stock by the Bank in 1994 as part of the Bank's 1994 Restructuring and
Recapitalization. The suit was filed by Harbor Finance Partners ("Harbor") in
an alleged class action complaint in the United States District Court-Central
District of California on July 28, 1995 and originally named as defendants the
Bank, Citadel,

                                       10
Richard M. Greenwood (the Bank's chief executive officer and Citadel's former
chief executive officer), J.P. Morgan Securities, Inc. and Deloitte & Touche
LLP. The suit alleged that false or misleading information was provided by the
defendants in connection with the Bank's 1994 Restructuring and Recapitalization
and stock offering and that the defendants knew and failed to disclose negative
information concerning the Bank. A motion to dismiss the original complaint was
filed by the Bank, and was granted without opposition. Thereafter, Harbor filed
an amended complaint that did not include J.P. Morgan Securities, Inc. and
Deloitte & Touche LLP as defendants and that contained some factual and legal
contentions which were different from those set forth originally. On May 21,
1996, the court granted the Bank's and Greenwood's motion to dismiss the first
amended complaint, but granted leave to amend. Following the filing of a second
amended complaint, the Bank and Greenwood filed a motion to dismiss. At a
hearing on July 22, 1996, the court ruled that the case should be dismissed with
prejudice and a formal order to that effect was submitted to the court for
execution. Harbor lodged certain objections to the proposed order, including
objections that the state law claims in the second amended complaint should not
be dismissed with prejudice. The court's order of dismissal was entered on
August 5, 1996 and provided that all claims asserted in the second amended
complaint under federal law were dismissed with prejudice and those under state
law were dismissed without prejudice to their renewal in state court pursuant to
28 U.S.C. (S) 1367(b)(3). Harbor has filed a notice of appeal to the order of
dismissal. The Briefing in the appeal is now concluded and the appeal awaits
hearing and disposition. On August 30, 1996, Harbor filed an alleged class
action complaint in state court containing allegations similar to those raised
in the federal court action as well as claims for unfair business practices to
which the Bank and Greenwood filed demurrers seeking to have the case dismissed
for failure to state a legally sufficient claim. These demurrers were sustained
without leave to amend on March 13, 1997. On May 5, 1997, an order of dismissal
was entered in the trial court in response to which Harbor has filed a notice of
appeal. The Bank filed a motion to recover its attorney fees in obtaining the
order of dismissal, which was heard on August 4, 1997. The court continued the
motion to August 29, 1997 in order to receive further evidence as to the
attorney fees claim filed by the Bank.

          In addition, the Bank is a defendant in several individual and
purported class actions brought by several borrowers which raise claims with
respect to the manner in which the Bank serviced certain adjustable rate
mortgages which were originated during the period 1983 through 1988. The actions
have been filed between July 1, 1992 and February of 1995. In one case the Bank
won a summary judgment in Federal District Court. This judgment was appealed. On
July 25, 1996, the Ninth Circuit Court of Appeals filed its opinion which
affirmed in part, reversed in part and remanded back to the Federal District
Court for further proceedings. The Federal District Court recently ruled in
favor of certifying a class in that action. In three Los Angeles Superior Court
cases, judgments in favor of the Bank were recently entered. The plaintiff has
appealed the judgments in all three cases. Two appeals, one decided on June 26,
1997, and one decided on July 30, 1997, affirmed the judgment of the Superior
Court in favor of the Bank, and one appeal has been dismissed. Two other cases
are pending in the Los Angeles Superior Court. In these actions, the plaintiffs'
principal claim is that the Bank selected an inappropriate review date to
consult the index upon which the rate adjustment is based that was one or two
months earlier than what was required 

                                       11
under the terms of the notes. In a declining interest rate environment, the lag
effect of an earlier review period defers the benefit to the borrower of such
decline, and the reverse would be true in a rising interest rate environment.
The Bank strongly disputes these contentions and is vigorously defending these
suits. The legal responsibility and financial exposure of these claims presently
cannot be reasonably ascertained and, accordingly, there is a risk that the
final outcome of one or more of these actions could result in the payment of
monetary damages that could be material in relation to the financial condition
or results of operations of the Bank. The Bank does not believe the likelihood
of such a result is probable and has not established any specific litigation
reserves with respect to such lawsuits.

          In the normal course of business, the Company and certain of its
subsidiaries have a number of other lawsuits and claims pending. Although there
can be no assurance, the Company's management and its counsel believe that none
of the foregoing lawsuits or claims will have a material adverse effect on the
financial condition or business of the Company.

COMPETITION

          The Company faces substantial competition for loans and deposits
throughout its market areas. The Company competes on a daily basis with
commercial banks, other savings institutions, thrift and loans, credit unions,
finance companies, retail investment brokerage houses, mortgage banks, money
market and mutual funds and other investment alternatives and other financial
intermediaries, many of which have substantially greater resources, experience
and capital than the Company. The Company faces competition throughout its
market area from local institutions, which have a large presence in the
Company's market areas, as well as from out-of-state financial institutions
which have offices in the Company's market areas. Many of these other
institutions offer services which the Company does not offer, including trust
services. Furthermore, banks with a larger capital base and financial firms not
subject to the restrictions imposed by banking regulation have larger lending
limits and can therefore serve the needs of larger customers.

                             SELLING STOCKHOLDERS

     The table below sets forth, as of the date of this Prospectus or a
subsequent date if amended or supplemented, (a) the name of each Selling
Stockholder and his or her relationship to the Company during the last three
years; (b) the number of shares of Common Stock each Selling Stockholder owned
beneficially as of the date of this Prospectus (assuming that all options to
acquire shares are exercisable within 60 days, although options actually vest
over four years), (c) the number of Securities offered pursuant to this
Prospectus by each Selling Stockholder; and (d) the amount and the percentage of
Common Stock that will be owned by each Selling Stockholder after completion of
this offering.  The inclusion in the table of the individuals named therein
shall not be deemed to be an admission that any such individuals are
"affiliates" of the Company.

                                       12
--------------------------------------------------------------------------------------------------------------------
                                                                                                  SHARES TO BE
                                                                SHARES OF                      BENEFICIALLY OWNED
                                                               COMMON STOCK                    UPON COMPLETION OF
                            RELATIONSHIP TO                    BENEFICIALLY      SHARES          OFFERING (1)(3)
                          COMPANY DURING LAST                OWNED AS OF JUNE   OFFERED      -----------------------
SELLING STOCKHOLDER           THREE YEARS                      30, 1997 (1)    HEREBY (2)      NUMBER     PERCENT
--------------------------------------------------------------------------------------------------------------------
Richard M. Greenwood      President and CEO of
                          Bank Plus; Chairman and
                          CEO of Fidelity                        312,500        300,000        12,500         *
--------------------------------------------------------------------------------------------------------------------
Norman Barker, Jr.        Director of Bank Plus                   26,750         25,500         1,250         *
--------------------------------------------------------------------------------------------------------------------
Waldo H. Burnside         Director of Bank Plus                   26,125         25,500           625         *
--------------------------------------------------------------------------------------------------------------------
George Gibbs, Jr.         Director of Bank Plus
                          and Fidelity                            26,125         25,500           625         *
--------------------------------------------------------------------------------------------------------------------
Lilly V. Lee              Director of Bank Plus
                          and Fidelity                            26,750         25,500         1,250         *
--------------------------------------------------------------------------------------------------------------------
Mark K. Mason             Director of Fidelity                    25,600         25,500           100         *
--------------------------------------------------------------------------------------------------------------------
Ralph B. Perry            Director of Fidelity                    27,000         25,500         1,500         *
--------------------------------------------------------------------------------------------------------------------
Gordon V. Smith           Chairman of Bank Plus                  102,612          2,500       100,112         *
--------------------------------------------------------------------------------------------------------------------
Mark Sullivan III         Director of Bank Plus                    5,250          2,500         2,750         *
--------------------------------------------------------------------------------------------------------------------
W. Pendleton Tudor        Director of Fidelity                    25,500         25,500             0         *
--------------------------------------------------------------------------------------------------------------------
Stephen J. Austin         Executive Vice President
                          and Director, Risk
                          Evaluation Group, of
                          Fidelity                                12,500         12,500             0         *
--------------------------------------------------------------------------------------------------------------------
Robert P. Condon          Executive Vice President
                          of Fidelity; CEO of
                          Gateway                                181,250        168,750        12,500         *
--------------------------------------------------------------------------------------------------------------------
Godfrey B. Evans          Executive
                          Vice President &
                          General Counsel of
                          Fidelity and of Bank Plus              149,000        143,750         5,250         *
--------------------------------------------------------------------------------------------------------------------
James E. Stutz            President and COO of
                          Fidelity                               175,000        168,750         6,250         *
--------------------------------------------------------------------------------------------------------------------
W.C. Taylor III           Executive Vice President
                          and Chief Lending
                          Officer of Fidelity                    112,500        100,000        12,500         *
--------------------------------------------------------------------------------------------------------------------
*   Less than one percent.
(1) Assumes that all options to acquire shares are exercisable within 60 days,
    although options actually vest over four years.
(2) Includes all shares of Common Stock issuable to the Selling Stockholder upon
    exercise of outstanding options granted under the Plan.
(3) Assumes that all options are exercised and all shares offered hereby are
    sold, that no additional shares will be acquired and that no shares other
    than those offered hereby will be sold.

                                       13
USE OF PROCEEDS

       The Company will not receive any of the proceeds from the sale of the
Securities offered hereby.

                              PLAN OF DISTRIBUTION

       Sale of the Securities offered hereby may be made on the NASDAQ National
Market System or the over-the-counter market or otherwise at prices and on terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions.  The Securities may be sold in (a) a block trade in
which the broker or dealer so engaged will attempt to sell the Securities as
agent but may position and resell a portion of the block as principal to
facilitate the transaction, (b) transactions in which a broker or dealer acts as
principal and resells the securities for its account pursuant to this
Prospectus, (c) an exchange distribution in accordance with the rules of such
exchange, and (d) ordinary brokerage transactions and transactions in which the
broker solicits purchases.  In effecting sales, brokers or dealers engaged by
the Selling Stockholders may arrange for other brokers or dealers to
participate.  Brokers or dealers will receive commissions or discounts from
Selling Stockholders in amounts to be negotiated immediately prior to sale.
Such brokers or dealers and any other participating brokers or dealers may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales and any discounts and commissions received by them
and any profit realized by them on the resale of the Securities may be deemed to
be underwriting discounts and commissions under the Securities Act.

       There is no assurance that any of the Selling Stockholders will offer for
sale or sell any or all of the Securities covered by this Prospectus.

                             VALIDITY OF SECURITIES

       The validity of the Securities offered hereby will be passed upon for the
Company by Sullivan & Cromwell, Los Angeles, California.

                                    EXPERTS

       The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from Bank Plus' Annual Report on
Form 10-K, as amended by the Amendment No. 1 thereto on Form 10-K/A, have been
audited by Deloitte & Touche LLP, independent auditors, as set forth in their
report incorporated herein by reference. Such consolidated financial statements
are incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

                                       14
OTHER MATTERS

       The certificate of incorporation of the Company limits the liability of
directors for breach of their fiduciary duty as directors to the maximum extent
permitted by the Delaware General Corporation Law (the "DGCL").  The DGCL
authorized corporations to limit or eliminate the personal liability of
directors to the corporation and its stockholders for monetary damages in
connection with the breach of a director's fiduciary duty of care.  The duty of
care requires that, when acting on behalf of the corporation, directors must
exercise an informed business judgment based on all material information
reasonably available to them.  Absent the limitation authorized by the DGCL,
directors could be accountable to corporations and their stockholders for
monetary damages for conduct that does not satisfy such duty of care.  Although
the DGCL does not change a director's duty of care, it enables corporations to
limit available relief to equitable remedies such as injunction or rescission.
The Company's certificate of incorporation limits the liability of directors to
the Company or its stockholders to the fullest extent permitted by the DGCL as
in effect from time to time.  Specifically, directors of the Company will not be
personally liable for monetary damages for breach of a director's fiduciary duty
as a director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the DGCL or (iv) for any transaction
from which the director derived an improper personal benefit. This provision
does not affect a director's responsibilities under certain other laws such as
the federal securities laws or state or federal environmental laws.

       The bylaws of the Company provide that the Company shall indemnify its
officers, directors and employees to the fullest extent permitted by the DGCL.
The Company believes that indemnification under its bylaws covers at least
negligence and gross negligence on the part of the indemnified parties.

       The Company has entered into indemnification agreements with its
directors and officers which provide for broad indemnification, except where the
"reviewing party" has determined that the indemnitee would not be entitled to be
indemnified under applicable law.  The "reviewing party" is defined as the
majority vote of the directors of the Company not subject to the particular
claim or, if none, independent legal counsel selected by the indemnitee and
approved by the Company.  No payments may be made under these indemnification
agreements in connection with claims made against a director or officer for
which payment is made under an insurance policy or for which such person is
otherwise indemnified.

       Under an insurance policy currently maintained by the Company, the
directors and officers of the Company are insured, within the limits and subject
to the limitations of the policy, against certain expenses in connection with
the defense of certain claims, actions, suits 

                                       15
or proceedings, and certain liabilities which may be imposed as a result of such
claims, actions, suits or proceedings which may be brought against them by
reason of being or having been such directors or officers.

       Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company 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.

       NO DEALER, SALES REPRESENTATIVE OR ANY OTHER PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THE
PROSPECTUS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
STOCKHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF ANY OFFER TO BUY, COMMON STOCK BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.

                                       16
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
          --------------------------------------- 

          The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

(1)  The Registrant's Annual Report on  Form 10-K for the fiscal year ended
     December 31, 1996;

(2)  Amendment No. 1 on Form 10-K/A, filed June 13, 1997, to the Registrant's 
     Annual Report on Form 10-K for the fiscal year ended December 31, 1996;

(3)  The Registrant's Quarterly Report on Form 10-Q for the period ended March
     31, 1997;

(4)  The Registrant's Quarterly Report on Form 10-Q for the period ended June
     30, 1997;

(5)  The Registrant's Current Report on Form 8-K filed July 3, 1997;

(6)  The Registrant's Current Report on Form 8-K filed August 13, 1997; and

(7)  The description of the Registrant's Common Stock contained in the
     Registrant's Registration Statement on Form 8-B filed on April 22, 1996.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment indicating that all securities offered hereby have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in the registration statement and to be a
part hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.
          ------------------------- 

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          -------------------------------------- 

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
          ----------------------------------------- 

          The certificate of incorporation of the Registrant limits the
liability of directors for breach of their fiduciary duty as directors to the
maximum extent permitted by the Delaware General Corporation Law (the "DGCL").
The DGCL authorizes corporations to limit or eliminate the personal liability of
directors to the corporation and its stockholders for monetary damages in

                                      II-1
connection with the breach of a director's fiduciary duty of care.  The duty of
care requires that, when acting on behalf of the corporation, directors must
exercise an informed business judgment based on all material information
reasonably available to them.  Absent the limitation authorized by the DGCL,
directors could be accountable to corporations and their stockholders for
monetary damages for conduct that does not satisfy such duty of care.  Although
the DGCL does not change a director's duty of care, it enables corporations to
limit available relief to equitable remedies such as injunction or rescission.
The Registrant's certificate of incorporation limits the liability of directors
to the Registrant or its stockholders to the fullest extent permitted by the
DGCL as in effect from time to time.  Specifically, directors of the Registrant
will not be personally liable for monetary damages for breach of a director's
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the DGCL or (iv)
for any transaction from which the director derived an improper personal
benefit. This provision does not affect a director's responsibilities under
certain other laws such as the federal securities laws or state or federal
environmental laws.

          The bylaws of the Registrant provide that the Registrant shall
indemnify its officers, directors and employees to the fullest extent permitted
by the DGCL.  The Registrant believes that indemnification under its bylaws
covers at least negligence and gross negligence on the part of the indemnified
parties.

          The Registrant has entered into indemnification agreements with its
directors and officers which provide for broad indemnification, except where the
"reviewing party" has determined that the indemnitee would not be entitled to be
indemnified under applicable law.  The "reviewing party" is defined as the
majority vote of the directors of Registrant not subject to the particular claim
or, if none, independent legal counsel selected by the indemnitee and approved
by the Registrant. No payments may be made under these indemnification
agreements in connection with claims made against a director or officer for
which payment is made under an insurance policy or for which such person is
otherwise indemnified.

          Under an insurance policy currently maintained by the Registrant, the
directors and officers of the Registrant are insured, within the limits and
subject to the limitations of the policy, against certain expenses in connection
with the defense of certain claims, actions, suits or proceedings, and certain
liabilities which may be imposed as a result of such claims, actions, suits or
proceedings which may be brought against them by reason of being or having been
such directors or officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
          ----------------------------------- 
          Not applicable.
 
ITEM 8.   EXHIBITS
          --------

                                      II-2
4.1  Bank Plus Corporation Stock Option and Equity Incentive Plan, as
               amended and restated as of February 26, 1997

          4.2  Certificate of Incorporation of the Registrant (incorporated by
               reference to Exhibit 3.1 of the Form 8-B filed by the Registrant
               on April 22, 1996 (the "Form 8-B"))

          4.3  Bylaws of the Registrant (incorporated by reference to Exhibit
               3.2 of the Form 8-B)

          4.4  Indenture between Registrant and the Bank of New York, as
               Trustee, relating to the 12% Senior Notes due July 18, 2007 of
               Registrant

          5.1  Opinion of Sullivan & Cromwell
 
          23.1 Consent of Deloitte & Touche LLP with respect to the Annual 
               Report, as amended, of the Registrant

          23.2 Consent of Deloitte & Touche LLP with respect to the consolidated
               financial statements of Hancock Savings Bank

          23.3 Consent of Sullivan & Cromwell (included in Exhibit 5.1)

          24   Power of Attorney (included on page II-5 of this Registration
               Statement)

ITEM 9.   UNDERTAKINGS.
          ------------ 

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement;
 
               (i)     To include any prospectus required by Section 10(a)(3) of
          the 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;
 
               (iii)   To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;
 
provided, however, that paragraphs (a) (1) (i) and (a) (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports 

                                      II-3
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
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.
 
     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
 
     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on this 2nd day of
September, 1997.

                           BANK PLUS CORPORATION

                           By:       /S/ RICHARD M. GREENWOOD
                              ----------------------------------------
                                       Richard M. Greenwood
                                    Vice Chairman of the Board,
                                President and Chief Executive Officer

                               POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Godfrey B. Evans as his true and lawful
attorney-in-fact and agent with full powers of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
foregoing, 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 below by the following persons in the
capacities and on the dates indicated.
Signature                     Title                          Date
---------                     -----                          ----
/S/ GORDON V. SMITH           Chairman of the Board          August 29, 1997
---------------------------
Gordon V. Smith
 
 
/S/ RICHARD M. GREENWOOD      Vice Chairman, President and   August 31, 1997
---------------------------   Chief Executive Officer
Richard M. Greenwood
II-5
/S/ NORMAN BARKER, JR.        Director                       August 29, 1997
---------------------------
Norman Barker, Jr.
 
/S/ WALDO H. BURNSIDE         Director                       August 26, 1997
---------------------------
Waldo H. Burnside
 
 
/S/ GEORGE GIBBS, JR.         Director                       August 29, 1997
---------------------------
George Gibbs, Jr.
 
 
/S/ LILLY V. LEE              Director                       August 29, 1997
---------------------------
Lilly V. Lee
 
 
/S/ MARK SULLIVAN III         Director                       September 3, 1997
---------------------------
Mark Sullivan III
II-6
EXHIBIT INDEX
Exhibit
Number    Description
-------   -----------
4.1       Bank Plus Corporation Stock Option and Equity
          Incentive Plan, as amended and restated as of
          February 26, 1997

4.2       Certificate of Incorporation of the Registrant
          (incorporated by reference to Exhibit 3.1 of the
          Form 8-B filed by the Registrant on April 22,
          1996 (the "Form 8-B"))

4.3       Bylaws of the Registrant (incorporated by
          reference to Exhibit 3.2 of the Form 8-B)

4.4       Indenture between Registrant and the Bank of
          New York, as Trustee, relating to the 12%
          Senior Notes due July 18, 2007 of Registrant

5.1       Opinion of Sullivan & Cromwell

23.1      Consent of Deloitte & Touche LLP with respect to the Annual Report,
          as amended, of the Registrant

23.2      Consent of Deloitte & Touche LLP with respect to the consolidated 
          financial statements of Hancock Savings Bank

23.3      Consent of Sullivan & Cromwell (included in
          Exhibit 5.1)

24        Power of Attorney (included on page II-5 of this
          Registration Statement)
II-7