Registration No. 333-___________
      As filed with the Securities and Exchange Commission on July 13, 2001
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ________________________________
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         ________________________________


                              CFS BANCSHARES, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   63-0367958
--------------------------------------------------------------------------------
                     (I.R.S. Employer Identification Number)

                             1700 THIRD AVENUE NORTH
                            BIRMINGHAM, ALABAMA 35203
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

              CFS BANCSHARES, INC. STOCK OPTION AND INCENTIVE PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

            BUNNY STOKES, JR., PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              CFS BANCSHARES, INC.
                             1700 THIRD AVENUE NORTH
                            BIRMINGHAM, ALABAMA 35203
--------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (205) 328-2041
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                                   COPIES TO:
                            JAMES C. STEWART, ESQUIRE
                STRADLEY RONON HOUSLEY KANTARIAN & BRONSTEIN, LLP
                        1220 19th Street N.W., Suite 700
                             Washington, D.C. 20036
                                 (202) 822-9611
<TABLE>
<CAPTION>
======================================================================================================================
                                                        Proposed               Proposed
        Title Of                                        Maximum                 Maximum
       Securities                Amount                 Offering               Aggregate              Amount Of
         TO Be                    To Be                Price Per               Offering             Registration
       Registered              Registered                Share                   Price                   Fee
----------------------------------------------------------------------------------------------------------------------
<S>                              <C>                     <C>                   <C>                     <C>
Common Stock,
$.01 par value                   13,000                  $14.00                $182,000                $45.50
======================================================================================================================
<FN>
(1) Maximum number of shares issuable under the CFS Bancshares, Inc. Stock
Option and Incentive Plan (13,000 shares), together with an indeterminate number
of shares being registered hereby as may be necessary to adjust the number of
additional shares of Common Stock reserved for issuance under such Plan as a
result of an increase in the number of shares issuable under such plan as the
result of a merger, consolidation, recapitalization or similar event involving
the Registrant or a stock split, stock dividend, reclassification,
recapitalization or similar adjustment in the Registrant's common stock.
(2) Under Rule 457(h) the registration fee in case of an employee stock option
plan may be calculated, inter alia, based upon the price at which the options
                        ----- ----
may be exercised.
</FN>
</TABLE>
<PAGE>
                                     PART I
                       INFORMATION REQUIRED IN THE SECTION
                                10(a) PROSPECTUS


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

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

     *This  registration  statement relates to the registration of 13,000 shares
of  Common  Stock,  $.01 par value  per  share,  of CFS  Bancshares,  Inc.  (the
"Company")  reserved for issuance and delivery  under the CFS  Bancshares,  Inc.
Stock  Option  and  Incentive  Plan  (the  "Plan").   Documents  containing  the
information  required by Part I of this  registration  statement will be sent or
given  to  participants  in the  Plan in  accordance  with  Rule  428(b)(1).  In
accordance  with the Note to Part I of Form S-8,  such  documents  are not filed
with the Securities and Exchange Commission (the "Commission") either as part of
this registration statement or as prospectuses or prospectus supplements.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The following  documents filed by CFS Bancshares,  Inc. (the "Company") are
incorporated by reference in this Registration Statement:

     (a) The  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
September 30, 2000 filed with the  Commission  on December 29, 2000  (Commission
File No. 0-24625).

     (b) The Company's  Quarterly  Reports on Form 10-QSB for the quarters ended
December 31, 2000 and March 31, 2001 as filed with the Commission on February 14
and May 15, 2001, respectively.

     (c)  The  description  of the  Company's  Securities  as  contained  in the
Company's Current Report on Form 8-K filed with the Commission on July 14, 1998.

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

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

     Not applicable,  as the Common Stock is registered  under Section 12 of the
Securities Exchange Act of 1934.

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

     Not Applicable.



                                       1
<PAGE>
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY

     Directors,  officers and employees of the Company and/or  Citizens  Federal
Savings Bank (the  "Bank") may be entitled to benefit  from the  indemnification
provisions  contained in the Delaware General Corporation Law (the "DGCL"),  the
Company's Certificate of Incorporation and federal regulations applicable to the
Bank. The general effect of these provisions is summarized below:

DELAWARE GENERAL CORPORATION LAW

     Section 145 of the DGCL permits a Delaware  corporation  to  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
proceeding  of any  type,  (other  than  an  action  by or in the  right  of the
corporation)  by  reason  of the  fact  that he is or was a  director,  officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was  unlawful.  The  termination  of any action,  suit or  proceeding by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
its equivalent,  may not, of itself,  create a presumption  that these standards
have not been met.

     A Delaware  corporation may also indemnify any person who was or is a party
or is threatened to be made a party to any  proceeding by or in the right of the
corporation  by  reason  of the  fact  that  he is or was a  director,  officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,   trust  or  other  enterprise  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation.  However,  no indemnification  may be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of  Chancery  or the  court  in  which  such  action  or suit was  brought
determines upon application  that such person is fairly and reasonably  entitled
to be indemnified.

     To the extent that a director,  officer, employee or agent of a corporation
has been  successful  on the merits or  otherwise  in defense of any  proceeding
described above  indemnification  against expenses  (including  attorneys' fees)
actually and reasonably incurred by him is mandatory.

     Any determination that indemnification of the director,  officer,  employee
or  agent is  proper  in the  circumstances  because  he has met the  applicable
standard  of  conduct  set  forth in  subsections  (a) and (b) must be made by a
majority of the board of directors by a majority vote of a quorum  consisting of
directors who were not parties to such action, suit or proceeding,  or if such a
quorum is not  obtainable,  or,  even if  obtainable  a quorum of  disinterested
directors so directs,  by independent legal counsel in a written opinion,  or by
the stockholders.

     Expenses (including  attorneys' fees) incurred by an officer or director in
defending any civil,  criminal,  administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation.

     The  indemnification  and  advancement of expenses  provided by, or granted
pursuant to, the other subsections of this section is not exclusive.

                                       2
<PAGE>

     In  addition,  a  corporation  shall have power to  purchase  and  maintain
insurance  against any liability of individuals whom the corporation is required
to indemnify.

ARTICLE XVI OF THE COMPANY'S CERTIFICATE OF INCORPORATION

     A. Persons.  The  Corporation  shall  indemnify,  to the extent provided in
        -------
paragraphs B, D or F:

          (1) any person who is or was a director,  officer,  employee, or agent
     of the Corporation; and

          (2) any person who serves or served at the Corporation's  request as a
     director,   officer,   employee,  agent,  partner  or  trustee  of  another
     corporation, partnership, joint venture, trust or other enterprise.

     B.  Extent  --  Derivative  Suits.  In case  of a  threatened,  pending  or
         -----------------------------
completed action or suit by or in the right of the Corporation  against a person
named in  paragraph A by reason of his holding a position  named in paragraph A,
the Corporation shall indemnify him if he satisfies the standard in paragraph C,
for  expenses   (including   attorneys'  fees  but  excluding  amounts  paid  in
settlement)  actually  and  reasonably  incurred by him in  connection  with the
defense or settlement of the action or suit.

     C.  Standard --  Derivative  Suits.  In case  of a  threatened,  pending or
         -----------------------------
completed action or suit by or in the right of the  Corporation,  a person named
in paragraph A shall be indemnified only if:

          (1) he is successful on the merits or otherwise; or

          (2) he acted in good faith in the transaction  which is the subject of
     the suit or action, and in a manner he reasonably believed to be in, or not
     opposed  to, the best  interests  of the  Corporation,  including,  but not
     limited  to,  the  taking of any and all  actions  in  connection  with the
     Corporation's  response  to any tender  offer or any offer or  proposal  of
     another  party to engage in a Business  Combination  (as defined in Article
     XV) not  approved  by the  board of  directors.  However,  he shall  not be
     indemnified  in respect  of any  claim,  issue or matter as to which he has
     been  adjudged  liable to the  Corporation  unless  (and only to the extent
     that)  the  court in  which  the suit was  brought  shall  determine,  upon
     application,  that  despite  the  adjudication  but  in  view  of  all  the
     circumstances,  he is fairly and reasonably  entitled to indemnity for such
     expenses as the court shall deem proper.

     D.  Extent --  Nonderivative  Suits.  In case of a  threatened,  pending or
         -------------------------------
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative),  other  than  a  suit  by or in the  right  of the  Corporation,
together hereafter  referred to as a nonderivative  suit, against a person named
in  paragraph A by reason of his holding a position  named in  paragraph  A, the
Corporation shall indemnify him if he satisfies the standard in paragraph E, for
amounts  actually and reasonably  incurred by him in connection with the defense
or  settlement  of the  nonderivative  suit,  including,  but not limited to (i)
expenses  (including  attorneys' fees),  (ii) amounts paid in settlement,  (iii)
judgments, and (iv) fines.

     E.  Standard --  Nonderivative  Suits.  In case of a  nonderivative suit, a
         --------------------------------
person named in paragraph A shall be indemnified only if:

          (1) he is successful on the merits or otherwise; or

          (2) he acted in good faith in the transaction  which is the subject of
     the nonderivative suit and in a manner he reasonably  believed to be in, or
     not opposed to, the best interests of the Corporation,  including,  but not
     limited  to,  the  taking of any and all  actions  in  connection  with the
     Corporation's  response  to any tender  offer or any offer or  proposal  of
     another  party to engage in a Business  Combination  (as defined in Article
     XV) not  approved  by the  board of  directors  and,  with  respect  to any
     criminal  action or proceeding,  he had no reasonable  cause to believe his
     conduct was unlawful.  The termination of a nonderivative suit by


                                       3
<PAGE>

     judgment, order, settlement,  conviction, or upon a plea of nolo contendere
     or its  equivalent  shall not,  in itself,  create a  presumption  that the
     person failed to satisfy the standard of this subparagraph E(2).

     F.  Determination  That  Standard  Has Been Met. A  determination  that the
         -------------------------------------------
standard of  paragraph  C or E has been  satisfied  may be made by a court,  or,
except as stated in subparagraph C(2) (second  sentence),  the determination may
be made by:

          (1) the board of directors by a majority  vote of a quorum  consisting
     of directors of the Corporation who were not parties to the action, suit or
     proceeding; or

          (2)  independent  legal  counsel  (appointed  by  a  majority  of  the
     disinterested  directors of the Corporation,  whether or not a quorum) in a
     written opinion; or

          (3) the stockholders of the Corporation.

     G. Proration. Anyone making a determination under paragraph F may determine
        ---------
that a person has met the standard as to some matters but not as to others,  and
may reasonably prorate amounts to be indemnified.

     H.  Advance  Payment.  The  Corporation  shall pay in advance any  expenses
         ----------------
(including  attorneys' fees) which may become subject to  indemnification  under
paragraphs A through G if:

          (1) the board of directors authorizes the specific payment; and

          (2) the person  receiving  the payment  undertakes in writing to repay
     the  same  if it is  ultimately  determined  that  he is  not  entitled  to
     indemnification by the Corporation under paragraphs A through G.

     I.  Nonexclusive.  The  indemnification  and  advance  payment of  expenses
         ------------
provided by paragraphs A through H shall not be exclusive of any other rights to
which a person may be entitled by law, bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

     J. Continuation.  The indemnification provided by this Article XVI shall be
        ------------
deemed to be a contract  between the  Corporation  and the  persons  entitled to
indemnification  thereunder,  and any repeal or modification of this Article XVI
shall not affect any rights or  obligations  then  existing  with respect to any
state of facts then or  theretofore  existing or any action,  suit or proceeding
theretofore or thereafter  brought based in whole or in part upon any such state
of facts.  The  indemnification  and advance  payment  provided by  paragraphs A
through H shall  continue as to a person who has ceased to hold a position named
in paragraph A and shall inure to his heirs, executors and administrators.

     K. Insurance. The Corporation may purchase and maintain insurance on behalf
        ---------
of any  person  who holds or who has held any  position  named in  paragraph  A,
against any liability  incurred by him in any such  position,  or arising out of
his status as such, whether or not the Corporation would have power to indemnify
him against such liability under paragraphs A through H.

     L. Intention and Savings Clause. It is the intention of this Article XVI to
        ----------------------------
provide for  indemnification  to the  fullest  extent  permitted  by the General
Corporation  Law of the  State  of  Delaware,  and  this  Article  XVI  shall be
interpreted  accordingly.  If this  Article XVI or any portion  hereof  shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall nevertheless indemnify each director,  officer,  employee, and
agent  of  the  Corporation  as  to  costs,  charges,  and  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal,  administrative, or
investigative,  including an action by or in the right of the Corporation to the
full extent  permitted by any applicable  portion of this Article XVI that shall
not have been invalidated and to the full extent permitted by applicable law. If
the  General  Corporation  Law of the State of  Delaware  is  amended,  or other
Delaware law is enacted, to permit further or additional  indemnification of the
persons defined in this Article XVI A, then the  indemnification of such persons


                                       4
<PAGE>

shall be to the fullest extent  permitted by the General  Corporation Law of the
State of Delaware, as so amended, or such other Delaware law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------

     Not applicable.

ITEM 8.  EXHIBITS
------

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

ITEM 9.  UNDERTAKINGS
------

     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 aggregrate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

          (iii) To include any material  information with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such  information in the  registration  statement;  provided,
however,  that  paragraphs  (1)(i) and (1)(ii) do not apply if the  registration
statement is on Form S-3 or S-8, and the information  required to be included in
a post-effective  amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant  pursuant to Section
13 or 15(d) of the  Securities  Exchange  Act of 1934 that are  incorporated  by
reference in the registration statement.

     (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 that remain unsold at the termination of the
offering.

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


                                       5
<PAGE>

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 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
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                       6
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized, in the City of Birmingham, State of Alabama, on July 13, 2001.

                                          CFS BANCSHARES, INC.



                                          By: /s/ Bunny Stokes, Jr.
                                              ----------------------------------
                                              Bunny Stokes, Jr.
                                              President
                                              (Duly Authorized Representative)


                                POWER OF ATTORNEY

     We, the undersigned  Directors of CFS Bancshares,  Inc.,  hereby  severally
constitute and appoint Bunny Stokes, Jr. and W. Kent McGriff, either of whom may
act, with full power of substitution, our true and lawful attorney and agent, to
do any and all things in our names in the capacities  indicated below which said
Bunny  Stokes,  Jr.  and W.  Kent  McGriff,  either  of whom may  act,  may deem
necessary  or  advisable  to enable  CFS  Bancshares,  Inc.  to comply  with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission,  in connection with the registration
of CFS Bancshares,  Inc. common stock, including  specifically,  but not limited
to, power and authority to sign for us in our names in the capacities  indicated
below,  the  registration  statement  and  any  and  all  amendments  (including
post-effective  amendments)  thereto;  and we hereby ratify and confirm all that
said  Bunny  Stokes,  Jr.  and W. Kent  McGriff  shall do or cause to be done by
virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
             Signatures                             Title                                Date
             ----------                             -----                                ----
<S>                                         <C>                                         <C>
By: /s/ Bunny Stokes, Jr.                   Principal Executive Officer                 July 13, 2001
    ---------------------------------       and Director
        Bunny Stokes, Jr.


By: /s/ W. Kent McGriff                     Principal Financial and                     July 13, 2001
    ---------------------------------       Accounting Officer
        W. Kent McGriff


By: /s/ Rev. John T. Porter                 Director                                    July 13, 2001
    ---------------------------------
        Rev. John T. Porter


By: /s/ Odessa Woolfolk                     Director                                    July 13, 2001
    ---------------------------------
        Odessa Woolfolk


By: /s/ James W. Coleman                    Director                                    July 13, 2001
    ---------------------------------
        James W. Coleman
</TABLE>


                                       7
<PAGE>

                                INDEX TO EXHIBITS
                                -----------------



Exhibit                    Description
-------                    -----------
5.1                        Opinion of Stradley  Ronon  Stevens & Young,  LLP as
                           to the validity of the Common Stock being registered

23.1                       Consent of Independent Auditors

23.2                       Consent of  Stradley  Ronon  Stevens & Young,  LLP
                           (appears in their  opinion  filed as Exhibit 5.1)

24.                        Power of Attorney (contained in the signature page of
                           this Registration Statement)

99.1                       CFS Bancshares, Inc. Stock Option and Incentive Plan
                           (the "Plan")

99.2                       Form of Incentive Stock Option Agreement

99.3                       Form of Non-Incentive Stock Option Agreement
[{"type": "S-8", "sequence": "1", "filename": "fms8-1057.txt", "description": "FORM S8-SOIP", "secsgml_size_bytes": 29760}]
{"company-data": {"conformed-name": "CFS BANCSHARES INC", "cik": "0001065215", "assigned-sic": "6035", "irs-number": "631207881", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65162", "film-number": "1681502"}, "business-address": {"street1": "1700 THIRD AVE. NORTH", "city": "BIRMINGHAM", "state": "AL", "zip": "35203", "phone": "2053282041"}}
Registration No. 333-___________
      As filed with the Securities and Exchange Commission on July 13, 2001
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ________________________________
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         ________________________________

                              CFS BANCSHARES, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    DELAWARE
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   63-0367958
--------------------------------------------------------------------------------
                     (I.R.S. Employer Identification Number)

                             1700 THIRD AVENUE NORTH
                            BIRMINGHAM, ALABAMA 35203
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

              CFS BANCSHARES, INC. STOCK OPTION AND INCENTIVE PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

            BUNNY STOKES, JR., PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              CFS BANCSHARES, INC.
                             1700 THIRD AVENUE NORTH
                            BIRMINGHAM, ALABAMA 35203
--------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (205) 328-2041
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                                   COPIES TO:
                            JAMES C. STEWART, ESQUIRE
                STRADLEY RONON HOUSLEY KANTARIAN & BRONSTEIN, LLP
                        1220 19th Street N.W., Suite 700
                             Washington, D.C. 20036
                                 (202) 822-9611
======================================================================================================================
                                                        Proposed               Proposed
        Title Of                                        Maximum                 Maximum
       Securities                Amount                 Offering               Aggregate              Amount Of
         TO Be                    To Be                Price Per               Offering             Registration
       Registered              Registered                Share                   Price                   Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock,
$.01 par value                   13,000                  $14.00                $182,000                $45.50
======================================================================================================================
(1) Maximum number of shares issuable under the CFS Bancshares, Inc. Stock
Option and Incentive Plan (13,000 shares), together with an indeterminate number
of shares being registered hereby as may be necessary to adjust the number of
additional shares of Common Stock reserved for issuance under such Plan as a
result of an increase in the number of shares issuable under such plan as the
result of a merger, consolidation, recapitalization or similar event involving
the Registrant or a stock split, stock dividend, reclassification,
recapitalization or similar adjustment in the Registrant's common stock.
(2) Under Rule 457(h) the registration fee in case of an employee stock option
plan may be calculated, inter alia, based upon the price at which the options
                        ----- ----
may be exercised.
PART I
                       INFORMATION REQUIRED IN THE SECTION
                                10(a) PROSPECTUS

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

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

     *This  registration  statement relates to the registration of 13,000 shares
of  Common  Stock,  $.01 par value  per  share,  of CFS  Bancshares,  Inc.  (the
"Company")  reserved for issuance and delivery  under the CFS  Bancshares,  Inc.
Stock  Option  and  Incentive  Plan  (the  "Plan").   Documents  containing  the
information  required by Part I of this  registration  statement will be sent or
given  to  participants  in the  Plan in  accordance  with  Rule  428(b)(1).  In
accordance  with the Note to Part I of Form S-8,  such  documents  are not filed
with the Securities and Exchange Commission (the "Commission") either as part of
this registration statement or as prospectuses or prospectus supplements.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The following  documents filed by CFS Bancshares,  Inc. (the "Company") are
incorporated by reference in this Registration Statement:

     (a) The  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
September 30, 2000 filed with the  Commission  on December 29, 2000  (Commission
File No. 0-24625).

     (b) The Company's  Quarterly  Reports on Form 10-QSB for the quarters ended
December 31, 2000 and March 31, 2001 as filed with the Commission on February 14
and May 15, 2001, respectively.

     (c)  The  description  of the  Company's  Securities  as  contained  in the
Company's Current Report on Form 8-K filed with the Commission on July 14, 1998.

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

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

     Not applicable,  as the Common Stock is registered  under Section 12 of the
Securities Exchange Act of 1934.

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

     Not Applicable.

                                       1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY

     Directors,  officers and employees of the Company and/or  Citizens  Federal
Savings Bank (the  "Bank") may be entitled to benefit  from the  indemnification
provisions  contained in the Delaware General Corporation Law (the "DGCL"),  the
Company's Certificate of Incorporation and federal regulations applicable to the
Bank. The general effect of these provisions is summarized below:

DELAWARE GENERAL CORPORATION LAW

     Section 145 of the DGCL permits a Delaware  corporation  to  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
proceeding  of any  type,  (other  than  an  action  by or in the  right  of the
corporation)  by  reason  of the  fact  that he is or was a  director,  officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal  action or  proceeding,  had no reasonable  cause to believe his
conduct was  unlawful.  The  termination  of any action,  suit or  proceeding by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
its equivalent,  may not, of itself,  create a presumption  that these standards
have not been met.

     A Delaware  corporation may also indemnify any person who was or is a party
or is threatened to be made a party to any  proceeding by or in the right of the
corporation  by  reason  of the  fact  that  he is or was a  director,  officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,   trust  or  other  enterprise  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation.  However,  no indemnification  may be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of  Chancery  or the  court  in  which  such  action  or suit was  brought
determines upon application  that such person is fairly and reasonably  entitled
to be indemnified.

     To the extent that a director,  officer, employee or agent of a corporation
has been  successful  on the merits or  otherwise  in defense of any  proceeding
described above  indemnification  against expenses  (including  attorneys' fees)
actually and reasonably incurred by him is mandatory.

     Any determination that indemnification of the director,  officer,  employee
or  agent is  proper  in the  circumstances  because  he has met the  applicable
standard  of  conduct  set  forth in  subsections  (a) and (b) must be made by a
majority of the board of directors by a majority vote of a quorum  consisting of
directors who were not parties to such action, suit or proceeding,  or if such a
quorum is not  obtainable,  or,  even if  obtainable  a quorum of  disinterested
directors so directs,  by independent legal counsel in a written opinion,  or by
the stockholders.

     Expenses (including  attorneys' fees) incurred by an officer or director in
defending any civil,  criminal,  administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
or proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation.

     The  indemnification  and  advancement of expenses  provided by, or granted
pursuant to, the other subsections of this section is not exclusive.

                                       2
In  addition,  a  corporation  shall have power to  purchase  and  maintain
insurance  against any liability of individuals whom the corporation is required
to indemnify.

ARTICLE XVI OF THE COMPANY'S CERTIFICATE OF INCORPORATION

     A. Persons.  The  Corporation  shall  indemnify,  to the extent provided in
        -------
paragraphs B, D or F:

          (1) any person who is or was a director,  officer,  employee, or agent
     of the Corporation; and

          (2) any person who serves or served at the Corporation's  request as a
     director,   officer,   employee,  agent,  partner  or  trustee  of  another
     corporation, partnership, joint venture, trust or other enterprise.

     B.  Extent  --  Derivative  Suits.  In case  of a  threatened,  pending  or
         -----------------------------
completed action or suit by or in the right of the Corporation  against a person
named in  paragraph A by reason of his holding a position  named in paragraph A,
the Corporation shall indemnify him if he satisfies the standard in paragraph C,
for  expenses   (including   attorneys'  fees  but  excluding  amounts  paid  in
settlement)  actually  and  reasonably  incurred by him in  connection  with the
defense or settlement of the action or suit.

     C.  Standard --  Derivative  Suits.  In case  of a  threatened,  pending or
         -----------------------------
completed action or suit by or in the right of the  Corporation,  a person named
in paragraph A shall be indemnified only if:

          (1) he is successful on the merits or otherwise; or

          (2) he acted in good faith in the transaction  which is the subject of
     the suit or action, and in a manner he reasonably believed to be in, or not
     opposed  to, the best  interests  of the  Corporation,  including,  but not
     limited  to,  the  taking of any and all  actions  in  connection  with the
     Corporation's  response  to any tender  offer or any offer or  proposal  of
     another  party to engage in a Business  Combination  (as defined in Article
     XV) not  approved  by the  board of  directors.  However,  he shall  not be
     indemnified  in respect  of any  claim,  issue or matter as to which he has
     been  adjudged  liable to the  Corporation  unless  (and only to the extent
     that)  the  court in  which  the suit was  brought  shall  determine,  upon
     application,  that  despite  the  adjudication  but  in  view  of  all  the
     circumstances,  he is fairly and reasonably  entitled to indemnity for such
     expenses as the court shall deem proper.

     D.  Extent --  Nonderivative  Suits.  In case of a  threatened,  pending or
         -------------------------------
completed suit, action or proceeding (whether civil, criminal, administrative or
investigative),  other  than  a  suit  by or in the  right  of the  Corporation,
together hereafter  referred to as a nonderivative  suit, against a person named
in  paragraph A by reason of his holding a position  named in  paragraph  A, the
Corporation shall indemnify him if he satisfies the standard in paragraph E, for
amounts  actually and reasonably  incurred by him in connection with the defense
or  settlement  of the  nonderivative  suit,  including,  but not limited to (i)
expenses  (including  attorneys' fees),  (ii) amounts paid in settlement,  (iii)
judgments, and (iv) fines.

     E.  Standard --  Nonderivative  Suits.  In case of a  nonderivative suit, a
         --------------------------------
person named in paragraph A shall be indemnified only if:

          (1) he is successful on the merits or otherwise; or

          (2) he acted in good faith in the transaction  which is the subject of
     the nonderivative suit and in a manner he reasonably  believed to be in, or
     not opposed to, the best interests of the Corporation,  including,  but not
     limited  to,  the  taking of any and all  actions  in  connection  with the
     Corporation's  response  to any tender  offer or any offer or  proposal  of
     another  party to engage in a Business  Combination  (as defined in Article
     XV) not  approved  by the  board of  directors  and,  with  respect  to any
     criminal  action or proceeding,  he had no reasonable  cause to believe his
     conduct was unlawful.  The termination of a nonderivative suit by

                                       3
judgment, order, settlement,  conviction, or upon a plea of nolo contendere
     or its  equivalent  shall not,  in itself,  create a  presumption  that the
     person failed to satisfy the standard of this subparagraph E(2).

     F.  Determination  That  Standard  Has Been Met. A  determination  that the
         -------------------------------------------
standard of  paragraph  C or E has been  satisfied  may be made by a court,  or,
except as stated in subparagraph C(2) (second  sentence),  the determination may
be made by:

          (1) the board of directors by a majority  vote of a quorum  consisting
     of directors of the Corporation who were not parties to the action, suit or
     proceeding; or

          (2)  independent  legal  counsel  (appointed  by  a  majority  of  the
     disinterested  directors of the Corporation,  whether or not a quorum) in a
     written opinion; or

          (3) the stockholders of the Corporation.

     G. Proration. Anyone making a determination under paragraph F may determine
        ---------
that a person has met the standard as to some matters but not as to others,  and
may reasonably prorate amounts to be indemnified.

     H.  Advance  Payment.  The  Corporation  shall pay in advance any  expenses
         ----------------
(including  attorneys' fees) which may become subject to  indemnification  under
paragraphs A through G if:

          (1) the board of directors authorizes the specific payment; and

          (2) the person  receiving  the payment  undertakes in writing to repay
     the  same  if it is  ultimately  determined  that  he is  not  entitled  to
     indemnification by the Corporation under paragraphs A through G.

     I.  Nonexclusive.  The  indemnification  and  advance  payment of  expenses
         ------------
provided by paragraphs A through H shall not be exclusive of any other rights to
which a person may be entitled by law, bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

     J. Continuation.  The indemnification provided by this Article XVI shall be
        ------------
deemed to be a contract  between the  Corporation  and the  persons  entitled to
indemnification  thereunder,  and any repeal or modification of this Article XVI
shall not affect any rights or  obligations  then  existing  with respect to any
state of facts then or  theretofore  existing or any action,  suit or proceeding
theretofore or thereafter  brought based in whole or in part upon any such state
of facts.  The  indemnification  and advance  payment  provided by  paragraphs A
through H shall  continue as to a person who has ceased to hold a position named
in paragraph A and shall inure to his heirs, executors and administrators.

     K. Insurance. The Corporation may purchase and maintain insurance on behalf
        ---------
of any  person  who holds or who has held any  position  named in  paragraph  A,
against any liability  incurred by him in any such  position,  or arising out of
his status as such, whether or not the Corporation would have power to indemnify
him against such liability under paragraphs A through H.

     L. Intention and Savings Clause. It is the intention of this Article XVI to
        ----------------------------
provide for  indemnification  to the  fullest  extent  permitted  by the General
Corporation  Law of the  State  of  Delaware,  and  this  Article  XVI  shall be
interpreted  accordingly.  If this  Article XVI or any portion  hereof  shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall nevertheless indemnify each director,  officer,  employee, and
agent  of  the  Corporation  as  to  costs,  charges,  and  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal,  administrative, or
investigative,  including an action by or in the right of the Corporation to the
full extent  permitted by any applicable  portion of this Article XVI that shall
not have been invalidated and to the full extent permitted by applicable law. If
the  General  Corporation  Law of the State of  Delaware  is  amended,  or other
Delaware law is enacted, to permit further or additional  indemnification of the
persons defined in this Article XVI A, then the  indemnification of such persons

                                       4
shall be to the fullest extent  permitted by the General  Corporation Law of the
State of Delaware, as so amended, or such other Delaware law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------

     Not applicable.

ITEM 8.  EXHIBITS
------

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

ITEM 9.  UNDERTAKINGS
------

     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 aggregrate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

          (iii) To include any material  information with respect to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such  information in the  registration  statement;  provided,
however,  that  paragraphs  (1)(i) and (1)(ii) do not apply if the  registration
statement is on Form S-3 or S-8, and the information  required to be included in
a post-effective  amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant  pursuant to Section
13 or 15(d) of the  Securities  Exchange  Act of 1934 that are  incorporated  by
reference in the registration statement.

     (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 that remain unsold at the termination of the
offering.

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

                                       5
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 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
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                       6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized, in the City of Birmingham, State of Alabama, on July 13, 2001.

                                          CFS BANCSHARES, INC.

                                          By: /s/ Bunny Stokes, Jr.
                                              ----------------------------------
                                              Bunny Stokes, Jr.
                                              President
                                              (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned  Directors of CFS Bancshares,  Inc.,  hereby  severally
constitute and appoint Bunny Stokes, Jr. and W. Kent McGriff, either of whom may
act, with full power of substitution, our true and lawful attorney and agent, to
do any and all things in our names in the capacities  indicated below which said
Bunny  Stokes,  Jr.  and W.  Kent  McGriff,  either  of whom may  act,  may deem
necessary  or  advisable  to enable  CFS  Bancshares,  Inc.  to comply  with the
Securities Act of 1933, as amended, and any rules,  regulations and requirements
of the Securities and Exchange  Commission,  in connection with the registration
of CFS Bancshares,  Inc. common stock, including  specifically,  but not limited
to, power and authority to sign for us in our names in the capacities  indicated
below,  the  registration  statement  and  any  and  all  amendments  (including
post-effective  amendments)  thereto;  and we hereby ratify and confirm all that
said  Bunny  Stokes,  Jr.  and W. Kent  McGriff  shall do or cause to be done by
virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signatures                             Title                                Date
             ----------                             -----                                ----
By: /s/ Bunny Stokes, Jr.                   Principal Executive Officer                 July 13, 2001
    ---------------------------------       and Director
        Bunny Stokes, Jr.

By: /s/ W. Kent McGriff                     Principal Financial and                     July 13, 2001
    ---------------------------------       Accounting Officer
        W. Kent McGriff

By: /s/ Rev. John T. Porter                 Director                                    July 13, 2001
    ---------------------------------
        Rev. John T. Porter

By: /s/ Odessa Woolfolk                     Director                                    July 13, 2001
    ---------------------------------
        Odessa Woolfolk

By: /s/ James W. Coleman                    Director                                    July 13, 2001
    ---------------------------------
        James W. Coleman
7
INDEX TO EXHIBITS
                                -----------------

Exhibit                    Description
-------                    -----------
5.1                        Opinion of Stradley  Ronon  Stevens & Young,  LLP as
                           to the validity of the Common Stock being registered

23.1                       Consent of Independent Auditors

23.2                       Consent of  Stradley  Ronon  Stevens & Young,  LLP
                           (appears in their  opinion  filed as Exhibit 5.1)

24.                        Power of Attorney (contained in the signature page of
                           this Registration Statement)

99.1                       CFS Bancshares, Inc. Stock Option and Incentive Plan
                           (the "Plan")

99.2                       Form of Incentive Stock Option Agreement

99.3                       Form of Non-Incentive Stock Option Agreement