<PAGE>
 
As filed with the Securities and Exchange Commission on November 22, 1996.
                                             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)


                            1996 STOCK OPTION 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, CA  90039
--------------------------------------------------------------------------------
                    (Name and Address of Agent for Service)


                                (818) 549-3330
--------------------------------------------------------------------------------
         (Telephone Number, Including Area Code, of Agent for Service)
<PAGE>
 
-------------------------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
<TABLE>
<CAPTION> 
                                                           PROPOSED              PROPOSED
                                                           MAXIMUM               MAXIMUM                   AMOUNT OF
TITLE OF SECURITIES TO            AMOUNT TO BE          OFFERING PRICE          AGGREGATE               REGISTRATION FEE
 BE REGISTERED                     REGISTERED             PER SHARE            OFFERING PRICE              
----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                      <C>                     <C>                        <C>
Common Stock,                   1,296,500                $ 8.35(3)             $10,825,775.00               $3,280.21
$0.01 par value                 shares(1)(2) 
----------------------------------------------------------------------------------------------------------------------------------
Common Stock,                     78,500                 $11.38(5)             $   893,330.00               $  270.68
$0.01 par value                 shares (2)(4)
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                   TOTAL    $3,550.89
</TABLE>

(1) Representing shares of the Registrant's Common Stock, $0.01 par value per
    share (the "Common Stock"), issuable by the Registrant upon exercise of
    options previously granted in connection with the Registrant's 1996 Stock
    Option Plan (the "Plan").
(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) Pursuant to Rule 457(h)(1), represents the exercise price of options
    previously issued to officers, employees and non-employee directors.
(4) Represents shares of Common Stock to be issued by the Registrant upon
    exercise of options available for grant under the Plan.
(5) 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 November 19, 1996.

                                       1
<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"), and by one former employee of the Registrant who previously
exercised his option and received restricted shares.

                                    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.

REOFFER PROSPECTUS

                             BANK PLUS CORPORATION
                                 COMMON STOCK
                               ($0.01 PAR VALUE)
                                392,000 SHARES

       This Prospectus relates to 392,000 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' 1996 Stock Option Plan (the "Plan") to, and which may
be offered for resale from time to time by, certain directors of Bank Plus named
in the table under the heading "Selling Shareholders" (the "Selling
Shareholders").

       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 Shareholders 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" for certain considerations relevant to an investment
in the Securities.

                                       2
<PAGE>
 
       The Common Stock is quoted on the NASDAQ National Market System under the
symbol "BPLS."  On November 19, 1996, the last reported sale price per share of
the Common Stock, as quoted on the NASDAQ National Market System, was $11.13.

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

        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 November 22, 1996.

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


                             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, Judiciary Plaza, 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."

                                       3
<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) Current Report on Form 8-K dated October 21,
1996, including Exhibit 99 thereto, containing Fidelity Federal Bank's Form 10-K
for the fiscal year ended December 31, 1995, (ii) the Company's Current Report
on Form 8-K dated November 20, 1996, including Exhibit 99 thereto, containing
Fidelity Federal Bank's Quarterly Report on Form 10-Q for the period ended March
31, 1996, (iii) the Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1996; (iv) the Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1996; (v) the description of Bank Plus' Common Stock
contained in Bank Plus' Registration Statement on Form 8-B filed on April 22,
1996; and (vi) 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 is a financial services holding company headquartered in Los
Angeles, California.  Bank Plus' principal operating subsidiaries are Fidelity
Federal Bank, A Federal Savings Bank ("Fidelity" or the "Bank"), and Gateway
Investment Services, Inc., a National Association of Securities Dealers, Inc.
registered broker/dealer ("Gateway").  Bank Plus, Fidelity, Gateway and their
respective subsidiaries are referred to in the report on a consolidated basis as
the "Company".  Bank Plus currently has no significant business or operations
other than serving as holding company for Fidelity and Gateway.

       The Company offers a broad range of consumer financial services,
including demand and term deposits, and loans to consumers, through 33 full-
service branches, all of which are located in Southern California, principally
in Los Angeles and Orange counties.  At this time, the Company primarily
provides residential mortgages and consumer loans, which the Company does not
underwrite or fund, by referral to certain established providers of mortgage and
consumer loan products with which the Company has negotiated strategic
alliances.  In addition, 

                                       4
<PAGE>
 
Gateway provides Company customers with uninsured investment products, including
a number of mutual funds, annuities and unit investment trusts. The principal
executive offices of the Company are located at 4565 Colorado Boulevard, Los
Angeles, California 90039, telephone number (818) 241-6215.

       The Company's deposits are highly concentrated in Los Angeles and Orange
counties.  The 33 branches held average deposit balances of $76.3 million and
total balances of approximately $2.5 billion at September 30, 1996.  At
September 30, 1996, the Company's gross mortgage loan portfolio aggregated
approximately $2.8 billion, 62% of which was secured by residential properties
containing 5 or more units, 30% 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, 97% of the
Company's loans consisted of adjustable-rate mortgages.

       The Company'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 Company is
subject to the examination, supervision and reporting requirements of the Office
of Thrift Supervision (the "OTS"), which is the Company's primary federal
banking regulator, and is also subject to examination and supervision by the
FDIC.  As a wholly owned subsidiary of the Company, Gateway is subject to
examination and supervision by the OTS and is also subject to regulation as a
registered broker/dealer by the Commission.

       In the fourth quarter of 1995, Fidelity completed a plan of
recapitalization pursuant to which Fidelity raised approximately $134.4 million
in net new equity through the sale of 2,070,000 shares of 12% Noncumulative
Exchangeable Perpetual Preferred Stock, Series A and 47,000,000 shares of
Fidelity's Class A Common Stock.  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 (the "Reverse Stock Split").  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 holding company 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.

                                 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.

                                       5
<PAGE>
 
BUSINESS STRATEGY

       The Company's business strategy is to (i) improve the quality of its loan
portfolio by reducing the level of problem assets through aggressive management
and resolution of excessive levels of problem assets, which includes the
Accelerated Asset Resolution Plan, (ii) continue to increase operating
efficiency and reduce and maintain lower levels of operating expenses and (iii)
be a consumer-focused provider of financial services, integrating its
traditional services and products with the sale of investment products by
Gateway and by providing consumer credit products through strategic partners.
As a part of such strategy, management continues to explore new opportunities to
expand the integrated sales platform, to increase fee income growth, and to
build upon the use of technology in delivering financial products and services.
The Company is examining the use of various electronic delivery systems, which
includes an Internet bank solution, as well as software to enhance customer
convenience and the Company's fee income opportunities.  In that regard, Bank
Plus has an investment of $525,000 in a software development company for which
it expects to receive preferred stock of such company.  In addition, Bank Plus
has loaned $443,908 to that company's principal, primarily secured by a
significant block of common stock in the company.  The investment is of high
risk and speculative in nature.  Bank Plus continues to explore the feasibility
of acquiring the software development capability of that company.

       The Company has had only limited experience in implementing this
strategy, which is largely untested, and there can be no assurance that the
foregoing strategy can be successfully implemented or will prove to be
profitable. The Company's ability to implement this strategy is subject to a
number of significant risks and uncertainties including (i) changes in market
conditions which could adversely affect the Company's ability to dispose of or
realize expected values from the disposition of assets, (ii) the Company's
ability to attract and retain management with the necessary experience to
implement this strategy,  (iii) changes in regulatory or market conditions which
may affect management's ability to control operating expenses, (iv) continued
competition from both regulated and non-regulated institutions, many of which
have significantly greater resources, market presence and experience than the
Company and (v) limited experience in implementing the strategy of providing
consumer credit products through strategic partners. In addition, legislation
currently pending in Congress provides for a mandatory conversion of savings
associations to commercial bank charters by not later than January 1, 1999, with
required divestiture by savings associations of activities or investments that
are impermissible for commercial banks within 5 years. Certain elements of the
Company's business strategy (e.g., the sale of annuities and other insurance
products and certain activities that may be conducted through Gateway) could be
prohibited or restricted in the event that this legislation were to be adopted.
See "--Insurance Premium Assessments and BIF/SAIF Legislation."

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 

                                       6
<PAGE>
 
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.

ACCELERATED ASSET RESOLUTION PLAN

       In November 1995, the Company adopted the Accelerated Asset Resolution
Plan, designed to aggressively dispose of, resolve or otherwise manage a pool of
multifamily loans and real estate owned ("REO") which generally have lower debt
coverage ratios than the remainder of the Company's multifamily loan portfolio
and thereby are considered by the Company to have higher risk of future
nonperformance or impairment relative to the remainder of the Company's
multifamily loan portfolio. As a consequence of the adoption of the Accelerated
Asset Resolution Plan, the Company recorded a $45 million loan portfolio
restructuring charge in the fourth quarter of 1995, which amount represents the
estimated additional losses, net of allocated GVA and specific reserves,
anticipated to be realized by the Company as a consequence of executing the
Accelerated Asset Resolution Plan.  

       The Accelerated Asset Resolution Pool originally consisted of 411 assets
with an aggregate gross book value of approximately $213.3 million.  As of
September 30, 1996, the Accelerated Asset Resolution Pool consisted of 203
assets with an aggregate gross book value of approximately $85.2 million,
comprised primarily of accruing and nonaccruing multifamily real estate loans
and REO properties.  As of September 30, 1996, the Company had resolved assets
with an aggregate gross book value of $128.1 million, and charged-off $18.2
million in Accelerated Asset Resolution Pool reserves. There can be no assurance
that the $45 million restructuring charge will be sufficient to cover losses
actually realized as a consequence of executing the Accelerated Asset Resolution
Plan or that additional provisions with respect to the assets included in the
Accelerated Asset Resolution Plan will not be required in the future.

       In an effort to maximize recovery on loans included in the accelerated
resolution pool, the Accelerated Asset Resolution Plan provides for a range of
possible methods of resolution including, but not limited to (i) the bulk sale
of loans, (ii) individual loan restructuring, which may include additional
extensions of credit or write-off of existing principal, (iii) foreclosure and
sale of collateral properties, and (iv) securitization of loans.  While
resulting in reduced recoveries on certain assets, the Accelerated Asset
Resolution Plan is intended to reduce, among other things, levels of problem
assets, the related utilization of management resources, and direct and indirect
costs of credit administration and problem asset management.

                                       7
<PAGE>
 
RESTRICTIONS ON GROWTH OF ASSETS

       The Company is addressing issues raised in discussions with the OTS
regarding the Company's plan to purchase assets (loans and securities) that may
exceed $500 million in 1997.  The plan, in general terms, is based upon certain
risk adjusted return and liquidity objectives and is designed to increase the
Company's securities and loan portfolios to enhance the Company's earnings
capabilities.  The proposed increase in earning assets may be at a lower
interest rate spread than the Company is currently yielding depending on
available financing sources.  Accordingly, if the plan is implemented, the
Company's interest rate spread may decline.  There can be no assurances,
however, that management will reach an understanding with the OTS necessary to
implement the asset growth plan.

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 Company. This led to high levels of nonperforming
assets ("NPAs") and net chargeoffs in 1991, which adversely affected the
Company's asset quality and results of operations. The foregoing factors
significantly contributed to the decline in earnings experienced by the Company
since 1991, resulting in 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 Company'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 Company's deposit base, and increased operating and other
expenses relating to managing the Company's problem asset portfolio and the
write-off of certain intangible assets.  Moreover, the Company's significant
levels of NPAs and other classified assets are anticipated to negatively affect
the Company's future profitability. In addition, continued deterioration in the
regional economy or real estate markets may in the future result in increased
levels of NPAs and other classified assets which, in turn, would adversely
affect the Company's financial condition and results of operations.

       Management of the Company is continuing its efforts to improve the
quality of the Company's assets, reduce costs and expenses, and achieve
profitability. No assurances can be given, however, that management will be
successful in reducing the Company's level of NPAs and other classified assets
and costs and expenses or that the Company will be profitable in the future. The
ability of the Company to reverse the downward earnings trend and to become
profitable in the future is largely dependent on its ability to continue to
reduce the level of its NPAs and other classified assets, maintain the adequacy
of its loan loss reserve, reduce its operating expenses and successfully
implement its strategic plan.

                                       8
<PAGE>
 
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 Company's NPAs between 1989 and 1994 increased as economic conditions
worsened which contributed to substantial declines in real estate values.
Subsequent to the Bank's recapitalization and restructuring in 1994 (the "1994
Recapitalization and Restructuring"), the levels of NPAs decreased substantially
and remained at such lower levels during 1995.  As of September 30, 1996, 61.9%
of the outstanding gross loan portfolio was originated between 1987 and 1991. Of
the loan and REO chargeoffs for the nine months ended September 30, 1996, 80.5%
were associated with loans originated in such period.  High levels of NPAs were
exacerbated as a result of the Company'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.

       At September 30, 1996, NPAs were $61.7 million, or 1.86% of total assets,
and were comprised of $36.5 million in nonaccruing loans and $25.2 million in
REO, compared with total NPAs of $71.4 million at December 31, 1995, comprised
of $51.9 million in nonaccruing loans and $19.5 million in REO. At September 30,
1996, the Company also had performing classified loans of $248.8 million and
assets categorized as special mention of $172.6 million compared with performing
classified loans of $147.6 million and assets categorized as special mention of
$336.0 million at December 31, 1995.

       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 Company 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 substantial provisions for loan losses since 1991 have been
necessitated by high levels of NPAs and other problem assets and chargeoffs
experienced with respect to such assets. The Company made provisions for loan
and real estate losses during the first nine months of 1996 and in fiscal years
1995 and 1994 of $13.7 million, $73.1 million and $74.3 million, respectively.
The Company establishes general valuation allowances ("GVAs") which provide
for the inherent risk in the loan and real estate portfolios which has yet to be
specifically identified, as well as valuation allowances for estimated losses on
specific loans and real estate classified in whole or in part as "loss"
("specific reserves" or "specific loss reserves"). In 1994, the OTS adopted
the term "allowance for loan and lease losses" ("ALLL") in lieu of GVA for
an institution's loan and real estate portfolio reserves (excluding specific
reserves). The Company continues to use the term GVA consistent with its
previous reporting practice. The Company's total allowance for estimated loan
and real estate losses consists of the sum of the GVA and all specific loss
reserves.  At September 30, 1996, the total allowance for loan and real estate
losses was $65.8 million or 2.30% of total gross loans and real estate. The
Company's ratios of GVA to 

                                       9
<PAGE>
 
loans and REO and GVA to NPAs were 1.08% and 48.30% at September 30, 1996, 1.70%
and 69.47% at December 31, 1995 and 1.51% and 58.89% at December 31, 1994,
respectively.

       The establishment of the GVA is highly subjective and involves numerous
estimates and assumptions. The Company's credit administration department
reviews the quality of the Company's assets on an ongoing basis, in order to
establish adequate specific reserves and GVA. The Company utilizes several
analytical tools and models in addition to management judgment in determining
the adequacy of its GVA.  The Company calculates a range of loss by applying
these analyses and then applies judgment and knowledge of particular credits,
economic and classified asset trends, the interest rate environment, industry
experience and other relevant factors to estimate the appropriate levels of GVA.
Additions to the allowances, in the form of provisions, are reflected in results
of operations in the period of adjustment.

       As explained above, the amount of the Company's GVA represents
management's estimate of the amount of loan losses likely to be incurred by the
Company, based upon various assumptions as to future interest rate environments,
economic trends and other conditions. As such, the GVA does not represent the
amount of such losses that could be incurred under adverse conditions that
management does not consider to be the most likely to arise. In addition,
management's classification of assets and evaluation of the adequacy of the GVA
is an ongoing process. Consequently, there can be no assurance that material
additions to the Company's GVA will not be necessary in the future, thereby
adversely affecting earnings and the Company's ability to maintain and 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 Company's market area, adverse regulatory action or other
circumstances will not result in future loan losses, which may not be covered
completely by the current allowance or may require an increased provision which
could have an adverse effect on the Company's financial condition and results of
operations. Significant additional loan and real estate loss provisions would
negatively impact the Company's future results of operations and levels of
regulatory capital.

ECONOMIC CONDITIONS IN THE COMPANY'S MARKET AREA

       The performance of the Company's multifamily and commercial loan
portfolios 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-collaterlized 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.  Though the Southern California economy continues to be characterized
by higher unemployment than the 

                                       10
<PAGE>
 
national and state averages and real estate values that, in some cases, continue
to decline, there are economic indicators that imply that the recovery is
beginning to improve. There can be no assurances that these improved economic
indicators will have material impact on the Bank's portfolio in the near future
as 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 September 30, 1996, substantially all of the Company's loan portfolio
was secured by real estate and the Company had $25.2 million of 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 Company's real estate
dependence and high concentration of multifamily loans on properties of 5 or
more units (approximately 62% of the Company's mortgage loan portfolio)
increases the risk of loss in the Company's loan portfolio.

       Prior to the 1994 Restructuring and Recapitalization, the Company
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 investors to abandon 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.

LIQUIDITY

       Bank Plus has limited cash reserves and no material potential cash
producing operations or assets other than its investments in Fidelity and in
Gateway.  Both Gateway's and Fidelity's ability to pay dividends may be
restricted by certain regulatory capital rules.  The ability of Fidelity to make
dividends to Bank Plus is further restricted by Fidelity's obligations to pay
dividends on its preferred stock.

                                       11
<PAGE>
 
       Additionally, as part of its compensation agreement with Richard M.
Greenwood, the Company's President and Chief Executive Officer, Bank Plus made a
loan in the amount of $265,000 to Mr. Greenwood in July 1996 to refinance an
existing loan made by Fidelity's former holding company, Citadel Holding
Corporation.  The loan is interest free and is payable upon demand, with default
interest accruing after demand at the federal discount rate then in effect plus
four percent.

INSURANCE PREMIUM ASSESSMENTS AND BIF/SAIF LEGISLATION

       The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") directed the Federal Deposit Insurance Corporation ("FDIC") to
establish a risk-based system for setting deposit insurance premium assessments.
The FDIC has implemented such a system, under which an institution's insurance
assessments will vary depending on the level of capital the institution holds
and the degree to which it is the subject of supervisory concern to the FDIC.

       Legislation was enacted on September 30, 1996, to address the disparity
in bank and thrift deposit insurance premiums.  The legislation will, among
other things, impose a requirement on all Savings Association Insurance Fund
("SAIF") member institutions to fully 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.

       This one-time special assessment of 65.7 basis points resulted in the
Bank recording $18.0 million in additional SAIF premiums.  As of September 30,
1996, after giving effect to the deduction of a 65.7 basis point assessment, the
Bank's core and risk-based capital ratios are 6.25% and 11.70%, respectively,
and the Bank has remained well-capitalized under the Prompt Corrective Action
("PCA") regulations.

CAPITAL REQUIREMENTS

       The minimum capital requirements applicable to savings associations, such
as the Company, 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 and other bank regulatory
agencies to implement PCA Regulations that increased the mandatory sanctions
imposed on institutions deemed to be undercapitalized. The PCA Regulations are
based on a set of capital ratios established by the OTS, which are similar to
the FIRREA capital requirements but, in certain cases, higher. Under the PCA
Regulations, 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 

                                       12
<PAGE>
 
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.

       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) may be adversely affected by the operation or
condition of its holding company, (iii) has a portfolio reflecting weak credit
quality or a significant likelihood of financial loss or (iv) 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 Company is not currently subject to an IMCR,
these can be no assurance that the Company will not be subject to an IMCR in the
future.

       The Company'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 Company file a capital
restoration plan, a requirement that the Company 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 Company 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 Company.

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. One method the Company
uses to measure its exposure to 

                                       13
<PAGE>
 
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 Company'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. At September 30, 1996, the Company had a negative one-year
Gap of 3.85% compared to a positive one-year Gap of 7.06% at December 31, 1995.
A negative one-year Gap exists when interest-bearing liabilities exceed 
interest-earning assets. With a negative one-year Gap, the Company would
anticipate a declining net interest margin over the near term in a rising rate
environment. Conversely, in a falling interest rate environment, net interest
margin will be positively affected.

       At September 30, 1996, approximately 92.6% 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 91.9% at December 31, 1995 and approximately 91.5%
at December 31, 1994. Until early 1994, the Company benefited from the fact that
decreases in the interest rates accruing on the Company's ARM loans lagged the
decreases in interest rates accruing on its deposits. During the rising interest
rate environment experienced through the end of 1994 and into the first half of
1995, 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 financial institutions industry in the past
and will likely do so in the future. Such regulations, which affect the Company
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 Company 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 adversely and materially affect the Company.

LEGAL PROCEEDINGS

       The Bank was named as a defendant in a 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 in an alleged class action complaint
in the United States District Court for the Central District of California--
Central Division on July 28, 1995 and originally named as defendants the Bank,
Citadel Holding Corporation, Richard M. Greenwood (the Bank's chief executive
officer and Citadel's former chief executive officer), J.P. Morgan Securities,
Inc., and Deloitte & Touche.  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.  The amended complaint did not include J.P. Morgan Securities, Inc.
and Deloitte & Touche as 

                                       14
<PAGE>
 
defendants and contained some factual and legal contentions which were different
from those set forth originally. On May 21, 1996, the court granted the Bank's
motion to dismiss the first amended complaint, but granted leave to amend.
Following the filing of a second amended complaint, the Bank 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 and on August 30, 1996 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.

       Both the original complaint filed by Harbor and the amended complaints
raised certain issues previously pleaded in a wrongful termination and
defamation action brought by William Strocco against the Bank and Citadel, which
was filed in Los Angeles County Superior Court on March 9, 1995, although the
nature and use of the same varies in the three pleadings.  Plaintiff in the
Strocco case is a former manager of the Bank's REO department who alleged, among
other things, that his employment was terminated in violation of public policy
and was a result of breaches of his implied employment contract and the implied
covenant of good faith and fair dealing based on the notion that he objected to
various aspects of the Bank's 1994 Restructuring and Recapitalization, including
the selling of REO properties in bulk sales, as not in the best interests of the
Bank, and that he asserted that the same were not fully disclosed to potential
investors and to the OTS. Mr. Strocco also seeks damages for defamation and
interference with contractual relationship.  In July 1996, the Los Angeles
Superior Court granted Citadel's motion for summary judgment to dismiss it as a
defendant in the Strocco litigation. The Bank's motion for summary adjudication
of issues was denied.  The Strocco complaint seeks damages, including punitive
damages, in an unspecified amount. The Bank believes that Mr. Strocco's claims
are meritless and plans to vigorously contest them.

       In addition, the Bank is a defendant in several individual and purported
class actions brought by several borrowers which raise similar 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 1995.  In one case the Bank
won a summary judgment in Federal District Court.  The 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 hearing.  In three Los Angeles Superior Court cases, judgment
in favor of the Bank was recently entered.  Two other cases are pending in the
Los Angeles Superior Court.  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
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 

                                       15
<PAGE>
 
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 claims could result in the
payment of monetary damages which could be material in relation to the financial
condition or results of operations of the Bank. At this point, 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.  An adverse
outcome with respect to the foregoing claims could have a material adverse
effect on the Company's financial condition, results of operations and the
Bank's regulatory capital.  The Company's management and its counsel believe
that none of the lawsuits or claims pending will have a materially adverse
impact on the financial condition or business of the Company.

ENVIRONMENTAL RISK

       Under various federal, state and local environmental laws and
regulations, a current or previous owner or operator of real property may be
liable for the costs of removal or remediation of hazardous substances on, under
or in such property. In addition, any person or entity who arranges for the
disposal or treatment of hazardous substances may also be liable for the costs
of removal or remediation of hazardous substances at the disposal or treatment
facility. Such laws and regulations often impose liability regardless of fault
and liability has been interpreted to be joint and several unless the harm is
divisible and there is a reasonable basis for allocation of responsibility.
Pursuant to these laws and regulations, under certain circumstances, a lender
may become liable for the environmental liabilities in connection with its
borrowers' properties, if, among other things, it either forecloses or
participates in the management of its borrowers' operations or hazardous
substance handling or disposal practices. Although the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") and
certain state counterparts provide exemptions for secured lenders, the scope of
such exemptions is limited and a rule issued by the Environmental Protection
Agency clarifying such exemption under CERCLA has recently been held invalid. In
addition, CERCLA and certain state counterparts impose a statutory lien, which
may be prior to the Company's interest securing a loan, for certain costs
incurred in connection with removal or remediation of hazardous substances.
Others laws and regulations may also require the removal or remediation of
hazardous substances located on a property before such property may be sold or
transferred.

       It is the Company's current policy to identify and review certain
environmental issues pertaining to its borrowers and the properties securing the
loans of its borrowers prior to making any loan and foreclosing on property. If
such review revealed any environmental issues, a Phase I environmental audit
(which generally involves a physical inspection without any sampling) and under
certain circumstances, a Phase II environmental audit (which generally involves
sampling) may be conducted by an independent environmental consultant. It is
also the Company's current policy with respect to loans secured by residential
property with five or more units to automatically conduct a Phase I
environmental audit prior to foreclosing on such property. Under 

                                       16
<PAGE>
 
certain circumstances, the Company may decide not to foreclose on a property.
There can be no assurances that such review, Phase I environmental audits or
Phase II environmental audits have identified or will identify all potential
environmental liabilities that may exist with respect to a foreclosed property
or a property securing any loan or that historical, current or future uses of
such property or surrounding properties will not result in the imposition of
environmental liability on the Company.

       The Company is aware that certain of its current or former properties on
which it has foreclosed and properties securing loans contain contamination or
hazardous substances, including asbestos and lead paint. Under certain
circumstances, the Company may be required to remove or remediate such
contamination or hazardous substances. Although the Company is not aware of any
environmental liability relating to these properties that it believes would have
a material adverse effect on its business or results of operations, there can be
no assurances that the costs of any required removal or remediation would not be
material or substantially exceed the value of affected properties or the loans
secured by the properties or that the Company's ability to sell any foreclosed
property would not be adversely affected.

REGULATORY LIMITATIONS ON OWNERSHIP

       With certain limited exceptions, federal regulations prohibit a person or
company from directly or indirectly acquiring more than 10% of any class of
voting stock or obtaining the ability to control in any manner the election of a
majority of the directors or otherwise direct the management or policies of a
savings and loan holding company, such as the Company, without prior notice to
and, in most cases, the approval of the OTS.  Violations of the federal change
of control regulations can result in severe sanctions, including, among other
things, civil money penalties.  Investors are urged to consult legal counsel
experienced in savings institution matters if, as a result of the purchase of
Securities, in combination with other transactions, they will, either alone or
with others with whom they are, or may be deemed to be, acting in concert (as
that term is defined in the applicable regulations), acquire more than 10% of
all outstanding shares of the Company's Common Stock or obtain the ability to
control in any manner the election of a majority of the Company's directors or
otherwise to direct the management or policies of the Company. In addition, any
person who acquires voting securities of the Company having a value of $15
million or more, or constituting 15% or more of the outstanding voting
securities of the Company, whichever is less, may, subject to certain available
exceptions for purchasers with an investment intent, be required to observe the
notification and waiting period requirements of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 before acquiring such voting securities. Prospective
investors should consult legal counsel if, upon the consummation of the purchase
of the Securities, they would own, either alone or with others with whom they
are, or may be deemed to be, acting in concert (as that term is defined in the
applicable law and regulations), 10% or more of the shares or $15 million or
more in value of voting securities of the Company.

                                       17
<PAGE>
 
RISK OF OWNERSHIP AND OPERATION OF REAL PROPERTY

       The ownership and operation of real property is subject to certain
inherent risks. These risks include, without limitation, the inability or
failure to insure for all losses, including losses that are uninsurable or are
not insurable economically (such as earthquake risk); existing or future changes
in zoning and other land use regulations; enforcement and compliance with
regulatory requirements, such as the Americans with Disabilities Act and the
Fair Housing Amendments Act of 1988; environmental liability, as described
above; liability of landowners for defective or dangerous conditions, including,
without limitation, strict liability of landlords of residential real property
in certain circumstances; as well as fluctuations in market conditions affecting
the value of the real property, including, without limitation, competition for
tenants and changes in market rental rates.

                             SELLING SHAREHOLDERS

       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
Shareholder and his or her relationship to the Company during the last three
years; (b) the number of shares of Common Stock each Selling Shareholder 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 Shareholder; and (d) the amount and the percentage of
Common Stock that will be owned by each Selling Shareholder after completion of
this offering.  Additionally, an unnamed, non-affiliate who holds less than the
lesser of 1,000 shares or one-percent of the shares issuable under the Plan may
use this Prospectus for reoffers and resales of shares of Common Stock acquired
under the Plan.  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.

<TABLE>
<CAPTION>
                                                                                                         
                                                                                                         Shares to be Beneficially
                                                             Shares of Common                             Owned upon Completion of
                                   Relationship to          Stock Beneficially         Shares                  Offering (1)(3)     
                                 Company During Last       Owned as of November        Offered         -----------------------------
 Selling Shareholder                Three Years                20, 1996 (1)           Hereby (2)         Number             Percent
---------------------           ---------------------     ----------------------   -----------------   -----------------------------
<S>                             <C>                       <C>                      <C>                 <C>                   <C>
Richard M. Greenwood            President and CEO               312,500                 300,000              12,500           *
Norman Barker, Jr.              Chairman of the Board            24,250                  23,000               1,250           *
Waldo H. Burnside               Director                         23,625                  23,000                 625           *
George Gibbs, Jr.               Director                         23,625                  23,000                 625           *
Lilly V. Lee                    Director                         24,250                  23,000               1,250           *
</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 Shareholder 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.

                                       18
<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 Shareholders may arrange for other brokers or dealers to
participate.  Brokers or dealers will receive commissions or discounts from
Selling Shareholders 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 Shareholders 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 consolidated financial statements of Fidelity incorporated by
reference in Fidelity's Annual Report (Form 10-K) for the year ended December
31, 1995 have been audited by Deloitte & Touche LLP, independent auditors, as
set forth in their report thereon included and incorporated by reference therein
and 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.

                                       19
<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 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.

                                       20
<PAGE>
 
       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
SHAREHOLDERS.  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.

                                       21
<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 Current Report on Form 8-K dated October 21, 1996,
     including Exhibit 99 thereto, containing Fidelity Federal Bank's Form 10-K
     for the fiscal year ended December 31, 1995;

(2)  The Registrant's Current Report on Form 8-K dated November 20, 1996,
     including Exhibit 99 thereto, containing Fidelity Federal Bank's Quarterly
     Report on Form 10-Q for the period ended March 31, 1996;

(3)  The Registrant's Quarterly Report on Form 10-Q for the period ended June
     30, 1996;

(4)  The Registrant's Quarterly Report on Form 10-Q for the period ended
     September 30, 1996; and

(5)  The description of the Registrant's Common Stock contained in the
     Registrant's Registration Statement on Form 8-B filed pursuant to Section
     12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
     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 

                                       22
<PAGE>
 
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 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.
          ----------------------------------- 

          The Reoffer Prospectus includes 500 shares issued by the Registrant to
a former employee upon exercise of his stock options.  These shares were issued
in reliance on Section 4(2) and Rule 152 under the Securities Act.

                                       23
<PAGE>
 
ITEM 8.   EXHIBITS
          --------

          4.1  Bank Plus Corporation 1996 Stock Option Plan

          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  Form of Indenture relating to senior notes of Fidelity Federal
               Bank (incorporated by reference to Exhibit 4.2 of the Form 8-B)

          5.1  Opinion of Sullivan & Cromwell

          23.1  Consent of Deloitte & Touche LLP

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

          25  Power of Attorney (included on page 26 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 

                                       24
<PAGE>
 
periodic reports 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.

                                       25
<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 7th day of
November, 1996.

                                 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/ NORMAN BARKER, JR.        Chairman of the Board          November 7, 1996
---------------------------
Norman Barker, Jr.
 
 
/S/ RICHARD M. GREENWOOD      Vice Chairman, President and   November 7, 1996
---------------------------   Chief Executive Officer
Richard M. Greenwood
</TABLE> 

                                       26
<PAGE>
 
<TABLE> 
<S>                           <C>                            <C> 
/S/ WALDO H. BURNSIDE         Director                       November 7, 1996
---------------------------
Waldo H. Burnside
 
 
/S/ GEORGE GIBBS, JR.         Director                       November 7, 1996
---------------------------
George Gibbs, Jr.
 
 
/S/ LILLY V. LEE              Director                       November 7, 1996
---------------------------
Lilly V. Lee
 
 
/S/ GORDON V. SMITH           Director                       November 7, 1996
---------------------------
Gordon V. Smith
</TABLE> 

                                       27
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE> 
<CAPTION> 
 
 Exhibit
 Number           Description                      
 -------          ----------- 
 <C>              <S>                                            
                                                                   
  4.1             Bank Plus Corporation 1996 Stock Option Plan 

  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             Form of Indenture relating to senior notes of 
                  Fidelity Federal Bank (incorporated by reference 
                  to Exhibit 4.2 of the Form 8-B)
                           
  5.1             Opinion of Sullivan & Cromwell                 

 23.1             Consent of Deloitte & Touche LLP               

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

   25             Power of Attorney (included on page 26 of this 
                  Registration Statement)                 
 
</TABLE>

                                       28
[{"type": "S-8", "sequence": "1", "description": "1996 STOCK OPTION PLAN", "secsgml_size_bytes": 86689}]
{"company-data": {"conformed-name": "BANK PLUS CORP", "cik": "0001012616", "assigned-sic": "6035", "irs-number": "954571410", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16649", "film-number": "96671159"}, "business-address": {"street1": "4565 COLORADO BLVD", "city": "LOS ANGELES", "state": "CA", "zip": "90039", "phone": "8185493330"}, "mail-address": {"street1": "4565 COLORADO BLVD", "city": "LOS ANGELES", "state": "CA", "zip": "90039"}}
As filed with the Securities and Exchange Commission on November 22, 1996.
                                             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)

                            1996 STOCK OPTION 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, CA  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
                                                           MAXIMUM               MAXIMUM                   AMOUNT OF
TITLE OF SECURITIES TO            AMOUNT TO BE          OFFERING PRICE          AGGREGATE               REGISTRATION FEE
 BE REGISTERED                     REGISTERED             PER SHARE            OFFERING PRICE              
----------------------------------------------------------------------------------------------------------------------------------
Common Stock,                   1,296,500                $ 8.35(3)             $10,825,775.00               $3,280.21
$0.01 par value                 shares(1)(2) 
----------------------------------------------------------------------------------------------------------------------------------
Common Stock,                     78,500                 $11.38(5)             $   893,330.00               $  270.68
$0.01 par value                 shares (2)(4)
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                   TOTAL    $3,550.89
(1) Representing shares of the Registrant's Common Stock, $0.01 par value per
    share (the "Common Stock"), issuable by the Registrant upon exercise of
    options previously granted in connection with the Registrant's 1996 Stock
    Option Plan (the "Plan").
(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) Pursuant to Rule 457(h)(1), represents the exercise price of options
    previously issued to officers, employees and non-employee directors.
(4) Represents shares of Common Stock to be issued by the Registrant upon
    exercise of options available for grant under the Plan.
(5) 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 November 19, 1996.

                                       1
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"), and by one former employee of the Registrant who previously
exercised his option and received restricted shares.

                                    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.

REOFFER PROSPECTUS

                             BANK PLUS CORPORATION
                                 COMMON STOCK
                               ($0.01 PAR VALUE)
                                392,000 SHARES

       This Prospectus relates to 392,000 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' 1996 Stock Option Plan (the "Plan") to, and which may
be offered for resale from time to time by, certain directors of Bank Plus named
in the table under the heading "Selling Shareholders" (the "Selling
Shareholders").

       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 Shareholders 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" for certain considerations relevant to an investment
in the Securities.

                                       2
The Common Stock is quoted on the NASDAQ National Market System under the
symbol "BPLS."  On November 19, 1996, the last reported sale price per share of
the Common Stock, as quoted on the NASDAQ National Market System, was $11.13.

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

        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 November 22, 1996.

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

                             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, Judiciary Plaza, 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."

                                       3
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) Current Report on Form 8-K dated October 21,
1996, including Exhibit 99 thereto, containing Fidelity Federal Bank's Form 10-K
for the fiscal year ended December 31, 1995, (ii) the Company's Current Report
on Form 8-K dated November 20, 1996, including Exhibit 99 thereto, containing
Fidelity Federal Bank's Quarterly Report on Form 10-Q for the period ended March
31, 1996, (iii) the Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1996; (iv) the Company's Quarterly Report on Form 10-Q for the period
ended September 30, 1996; (v) the description of Bank Plus' Common Stock
contained in Bank Plus' Registration Statement on Form 8-B filed on April 22,
1996; and (vi) 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 is a financial services holding company headquartered in Los
Angeles, California.  Bank Plus' principal operating subsidiaries are Fidelity
Federal Bank, A Federal Savings Bank ("Fidelity" or the "Bank"), and Gateway
Investment Services, Inc., a National Association of Securities Dealers, Inc.
registered broker/dealer ("Gateway").  Bank Plus, Fidelity, Gateway and their
respective subsidiaries are referred to in the report on a consolidated basis as
the "Company".  Bank Plus currently has no significant business or operations
other than serving as holding company for Fidelity and Gateway.

       The Company offers a broad range of consumer financial services,
including demand and term deposits, and loans to consumers, through 33 full-
service branches, all of which are located in Southern California, principally
in Los Angeles and Orange counties.  At this time, the Company primarily
provides residential mortgages and consumer loans, which the Company does not
underwrite or fund, by referral to certain established providers of mortgage and
consumer loan products with which the Company has negotiated strategic
alliances.  In addition, 

                                       4
Gateway provides Company customers with uninsured investment products, including
a number of mutual funds, annuities and unit investment trusts. The principal
executive offices of the Company are located at 4565 Colorado Boulevard, Los
Angeles, California 90039, telephone number (818) 241-6215.

       The Company's deposits are highly concentrated in Los Angeles and Orange
counties.  The 33 branches held average deposit balances of $76.3 million and
total balances of approximately $2.5 billion at September 30, 1996.  At
September 30, 1996, the Company's gross mortgage loan portfolio aggregated
approximately $2.8 billion, 62% of which was secured by residential properties
containing 5 or more units, 30% 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, 97% of the
Company's loans consisted of adjustable-rate mortgages.

       The Company'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 Company is
subject to the examination, supervision and reporting requirements of the Office
of Thrift Supervision (the "OTS"), which is the Company's primary federal
banking regulator, and is also subject to examination and supervision by the
FDIC.  As a wholly owned subsidiary of the Company, Gateway is subject to
examination and supervision by the OTS and is also subject to regulation as a
registered broker/dealer by the Commission.

       In the fourth quarter of 1995, Fidelity completed a plan of
recapitalization pursuant to which Fidelity raised approximately $134.4 million
in net new equity through the sale of 2,070,000 shares of 12% Noncumulative
Exchangeable Perpetual Preferred Stock, Series A and 47,000,000 shares of
Fidelity's Class A Common Stock.  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 (the "Reverse Stock Split").  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 holding company 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.

                                 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.

                                       5
BUSINESS STRATEGY

       The Company's business strategy is to (i) improve the quality of its loan
portfolio by reducing the level of problem assets through aggressive management
and resolution of excessive levels of problem assets, which includes the
Accelerated Asset Resolution Plan, (ii) continue to increase operating
efficiency and reduce and maintain lower levels of operating expenses and (iii)
be a consumer-focused provider of financial services, integrating its
traditional services and products with the sale of investment products by
Gateway and by providing consumer credit products through strategic partners.
As a part of such strategy, management continues to explore new opportunities to
expand the integrated sales platform, to increase fee income growth, and to
build upon the use of technology in delivering financial products and services.
The Company is examining the use of various electronic delivery systems, which
includes an Internet bank solution, as well as software to enhance customer
convenience and the Company's fee income opportunities.  In that regard, Bank
Plus has an investment of $525,000 in a software development company for which
it expects to receive preferred stock of such company.  In addition, Bank Plus
has loaned $443,908 to that company's principal, primarily secured by a
significant block of common stock in the company.  The investment is of high
risk and speculative in nature.  Bank Plus continues to explore the feasibility
of acquiring the software development capability of that company.

       The Company has had only limited experience in implementing this
strategy, which is largely untested, and there can be no assurance that the
foregoing strategy can be successfully implemented or will prove to be
profitable. The Company's ability to implement this strategy is subject to a
number of significant risks and uncertainties including (i) changes in market
conditions which could adversely affect the Company's ability to dispose of or
realize expected values from the disposition of assets, (ii) the Company's
ability to attract and retain management with the necessary experience to
implement this strategy,  (iii) changes in regulatory or market conditions which
may affect management's ability to control operating expenses, (iv) continued
competition from both regulated and non-regulated institutions, many of which
have significantly greater resources, market presence and experience than the
Company and (v) limited experience in implementing the strategy of providing
consumer credit products through strategic partners. In addition, legislation
currently pending in Congress provides for a mandatory conversion of savings
associations to commercial bank charters by not later than January 1, 1999, with
required divestiture by savings associations of activities or investments that
are impermissible for commercial banks within 5 years. Certain elements of the
Company's business strategy (e.g., the sale of annuities and other insurance
products and certain activities that may be conducted through Gateway) could be
prohibited or restricted in the event that this legislation were to be adopted.
See "--Insurance Premium Assessments and BIF/SAIF Legislation."

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 

                                       6
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.

ACCELERATED ASSET RESOLUTION PLAN

       In November 1995, the Company adopted the Accelerated Asset Resolution
Plan, designed to aggressively dispose of, resolve or otherwise manage a pool of
multifamily loans and real estate owned ("REO") which generally have lower debt
coverage ratios than the remainder of the Company's multifamily loan portfolio
and thereby are considered by the Company to have higher risk of future
nonperformance or impairment relative to the remainder of the Company's
multifamily loan portfolio. As a consequence of the adoption of the Accelerated
Asset Resolution Plan, the Company recorded a $45 million loan portfolio
restructuring charge in the fourth quarter of 1995, which amount represents the
estimated additional losses, net of allocated GVA and specific reserves,
anticipated to be realized by the Company as a consequence of executing the
Accelerated Asset Resolution Plan.  

       The Accelerated Asset Resolution Pool originally consisted of 411 assets
with an aggregate gross book value of approximately $213.3 million.  As of
September 30, 1996, the Accelerated Asset Resolution Pool consisted of 203
assets with an aggregate gross book value of approximately $85.2 million,
comprised primarily of accruing and nonaccruing multifamily real estate loans
and REO properties.  As of September 30, 1996, the Company had resolved assets
with an aggregate gross book value of $128.1 million, and charged-off $18.2
million in Accelerated Asset Resolution Pool reserves. There can be no assurance
that the $45 million restructuring charge will be sufficient to cover losses
actually realized as a consequence of executing the Accelerated Asset Resolution
Plan or that additional provisions with respect to the assets included in the
Accelerated Asset Resolution Plan will not be required in the future.

       In an effort to maximize recovery on loans included in the accelerated
resolution pool, the Accelerated Asset Resolution Plan provides for a range of
possible methods of resolution including, but not limited to (i) the bulk sale
of loans, (ii) individual loan restructuring, which may include additional
extensions of credit or write-off of existing principal, (iii) foreclosure and
sale of collateral properties, and (iv) securitization of loans.  While
resulting in reduced recoveries on certain assets, the Accelerated Asset
Resolution Plan is intended to reduce, among other things, levels of problem
assets, the related utilization of management resources, and direct and indirect
costs of credit administration and problem asset management.

                                       7
RESTRICTIONS ON GROWTH OF ASSETS

       The Company is addressing issues raised in discussions with the OTS
regarding the Company's plan to purchase assets (loans and securities) that may
exceed $500 million in 1997.  The plan, in general terms, is based upon certain
risk adjusted return and liquidity objectives and is designed to increase the
Company's securities and loan portfolios to enhance the Company's earnings
capabilities.  The proposed increase in earning assets may be at a lower
interest rate spread than the Company is currently yielding depending on
available financing sources.  Accordingly, if the plan is implemented, the
Company's interest rate spread may decline.  There can be no assurances,
however, that management will reach an understanding with the OTS necessary to
implement the asset growth plan.

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 Company. This led to high levels of nonperforming
assets ("NPAs") and net chargeoffs in 1991, which adversely affected the
Company's asset quality and results of operations. The foregoing factors
significantly contributed to the decline in earnings experienced by the Company
since 1991, resulting in 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 Company'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 Company's deposit base, and increased operating and other
expenses relating to managing the Company's problem asset portfolio and the
write-off of certain intangible assets.  Moreover, the Company's significant
levels of NPAs and other classified assets are anticipated to negatively affect
the Company's future profitability. In addition, continued deterioration in the
regional economy or real estate markets may in the future result in increased
levels of NPAs and other classified assets which, in turn, would adversely
affect the Company's financial condition and results of operations.

       Management of the Company is continuing its efforts to improve the
quality of the Company's assets, reduce costs and expenses, and achieve
profitability. No assurances can be given, however, that management will be
successful in reducing the Company's level of NPAs and other classified assets
and costs and expenses or that the Company will be profitable in the future. The
ability of the Company to reverse the downward earnings trend and to become
profitable in the future is largely dependent on its ability to continue to
reduce the level of its NPAs and other classified assets, maintain the adequacy
of its loan loss reserve, reduce its operating expenses and successfully
implement its strategic plan.

                                       8
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 Company's NPAs between 1989 and 1994 increased as economic conditions
worsened which contributed to substantial declines in real estate values.
Subsequent to the Bank's recapitalization and restructuring in 1994 (the "1994
Recapitalization and Restructuring"), the levels of NPAs decreased substantially
and remained at such lower levels during 1995.  As of September 30, 1996, 61.9%
of the outstanding gross loan portfolio was originated between 1987 and 1991. Of
the loan and REO chargeoffs for the nine months ended September 30, 1996, 80.5%
were associated with loans originated in such period.  High levels of NPAs were
exacerbated as a result of the Company'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.

       At September 30, 1996, NPAs were $61.7 million, or 1.86% of total assets,
and were comprised of $36.5 million in nonaccruing loans and $25.2 million in
REO, compared with total NPAs of $71.4 million at December 31, 1995, comprised
of $51.9 million in nonaccruing loans and $19.5 million in REO. At September 30,
1996, the Company also had performing classified loans of $248.8 million and
assets categorized as special mention of $172.6 million compared with performing
classified loans of $147.6 million and assets categorized as special mention of
$336.0 million at December 31, 1995.

       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 Company 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 substantial provisions for loan losses since 1991 have been
necessitated by high levels of NPAs and other problem assets and chargeoffs
experienced with respect to such assets. The Company made provisions for loan
and real estate losses during the first nine months of 1996 and in fiscal years
1995 and 1994 of $13.7 million, $73.1 million and $74.3 million, respectively.
The Company establishes general valuation allowances ("GVAs") which provide
for the inherent risk in the loan and real estate portfolios which has yet to be
specifically identified, as well as valuation allowances for estimated losses on
specific loans and real estate classified in whole or in part as "loss"
("specific reserves" or "specific loss reserves"). In 1994, the OTS adopted
the term "allowance for loan and lease losses" ("ALLL") in lieu of GVA for
an institution's loan and real estate portfolio reserves (excluding specific
reserves). The Company continues to use the term GVA consistent with its
previous reporting practice. The Company's total allowance for estimated loan
and real estate losses consists of the sum of the GVA and all specific loss
reserves.  At September 30, 1996, the total allowance for loan and real estate
losses was $65.8 million or 2.30% of total gross loans and real estate. The
Company's ratios of GVA to 

                                       9
loans and REO and GVA to NPAs were 1.08% and 48.30% at September 30, 1996, 1.70%
and 69.47% at December 31, 1995 and 1.51% and 58.89% at December 31, 1994,
respectively.

       The establishment of the GVA is highly subjective and involves numerous
estimates and assumptions. The Company's credit administration department
reviews the quality of the Company's assets on an ongoing basis, in order to
establish adequate specific reserves and GVA. The Company utilizes several
analytical tools and models in addition to management judgment in determining
the adequacy of its GVA.  The Company calculates a range of loss by applying
these analyses and then applies judgment and knowledge of particular credits,
economic and classified asset trends, the interest rate environment, industry
experience and other relevant factors to estimate the appropriate levels of GVA.
Additions to the allowances, in the form of provisions, are reflected in results
of operations in the period of adjustment.

       As explained above, the amount of the Company's GVA represents
management's estimate of the amount of loan losses likely to be incurred by the
Company, based upon various assumptions as to future interest rate environments,
economic trends and other conditions. As such, the GVA does not represent the
amount of such losses that could be incurred under adverse conditions that
management does not consider to be the most likely to arise. In addition,
management's classification of assets and evaluation of the adequacy of the GVA
is an ongoing process. Consequently, there can be no assurance that material
additions to the Company's GVA will not be necessary in the future, thereby
adversely affecting earnings and the Company's ability to maintain and 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 Company's market area, adverse regulatory action or other
circumstances will not result in future loan losses, which may not be covered
completely by the current allowance or may require an increased provision which
could have an adverse effect on the Company's financial condition and results of
operations. Significant additional loan and real estate loss provisions would
negatively impact the Company's future results of operations and levels of
regulatory capital.

ECONOMIC CONDITIONS IN THE COMPANY'S MARKET AREA

       The performance of the Company's multifamily and commercial loan
portfolios 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-collaterlized 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.  Though the Southern California economy continues to be characterized
by higher unemployment than the 

                                       10
national and state averages and real estate values that, in some cases, continue
to decline, there are economic indicators that imply that the recovery is
beginning to improve. There can be no assurances that these improved economic
indicators will have material impact on the Bank's portfolio in the near future
as 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 September 30, 1996, substantially all of the Company's loan portfolio
was secured by real estate and the Company had $25.2 million of 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 Company's real estate
dependence and high concentration of multifamily loans on properties of 5 or
more units (approximately 62% of the Company's mortgage loan portfolio)
increases the risk of loss in the Company's loan portfolio.

       Prior to the 1994 Restructuring and Recapitalization, the Company
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 investors to abandon 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.

LIQUIDITY

       Bank Plus has limited cash reserves and no material potential cash
producing operations or assets other than its investments in Fidelity and in
Gateway.  Both Gateway's and Fidelity's ability to pay dividends may be
restricted by certain regulatory capital rules.  The ability of Fidelity to make
dividends to Bank Plus is further restricted by Fidelity's obligations to pay
dividends on its preferred stock.

                                       11
Additionally, as part of its compensation agreement with Richard M.
Greenwood, the Company's President and Chief Executive Officer, Bank Plus made a
loan in the amount of $265,000 to Mr. Greenwood in July 1996 to refinance an
existing loan made by Fidelity's former holding company, Citadel Holding
Corporation.  The loan is interest free and is payable upon demand, with default
interest accruing after demand at the federal discount rate then in effect plus
four percent.

INSURANCE PREMIUM ASSESSMENTS AND BIF/SAIF LEGISLATION

       The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") directed the Federal Deposit Insurance Corporation ("FDIC") to
establish a risk-based system for setting deposit insurance premium assessments.
The FDIC has implemented such a system, under which an institution's insurance
assessments will vary depending on the level of capital the institution holds
and the degree to which it is the subject of supervisory concern to the FDIC.

       Legislation was enacted on September 30, 1996, to address the disparity
in bank and thrift deposit insurance premiums.  The legislation will, among
other things, impose a requirement on all Savings Association Insurance Fund
("SAIF") member institutions to fully 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.

       This one-time special assessment of 65.7 basis points resulted in the
Bank recording $18.0 million in additional SAIF premiums.  As of September 30,
1996, after giving effect to the deduction of a 65.7 basis point assessment, the
Bank's core and risk-based capital ratios are 6.25% and 11.70%, respectively,
and the Bank has remained well-capitalized under the Prompt Corrective Action
("PCA") regulations.

CAPITAL REQUIREMENTS

       The minimum capital requirements applicable to savings associations, such
as the Company, 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 and other bank regulatory
agencies to implement PCA Regulations that increased the mandatory sanctions
imposed on institutions deemed to be undercapitalized. The PCA Regulations are
based on a set of capital ratios established by the OTS, which are similar to
the FIRREA capital requirements but, in certain cases, higher. Under the PCA
Regulations, 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 

                                       12
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.

       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) may be adversely affected by the operation or
condition of its holding company, (iii) has a portfolio reflecting weak credit
quality or a significant likelihood of financial loss or (iv) 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 Company is not currently subject to an IMCR,
these can be no assurance that the Company will not be subject to an IMCR in the
future.

       The Company'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 Company file a capital
restoration plan, a requirement that the Company 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 Company 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 Company.

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. One method the Company
uses to measure its exposure to 

                                       13
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 Company'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. At September 30, 1996, the Company had a negative one-year
Gap of 3.85% compared to a positive one-year Gap of 7.06% at December 31, 1995.
A negative one-year Gap exists when interest-bearing liabilities exceed 
interest-earning assets. With a negative one-year Gap, the Company would
anticipate a declining net interest margin over the near term in a rising rate
environment. Conversely, in a falling interest rate environment, net interest
margin will be positively affected.

       At September 30, 1996, approximately 92.6% 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 91.9% at December 31, 1995 and approximately 91.5%
at December 31, 1994. Until early 1994, the Company benefited from the fact that
decreases in the interest rates accruing on the Company's ARM loans lagged the
decreases in interest rates accruing on its deposits. During the rising interest
rate environment experienced through the end of 1994 and into the first half of
1995, 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 financial institutions industry in the past
and will likely do so in the future. Such regulations, which affect the Company
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 Company 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 adversely and materially affect the Company.

LEGAL PROCEEDINGS

       The Bank was named as a defendant in a 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 in an alleged class action complaint
in the United States District Court for the Central District of California--
Central Division on July 28, 1995 and originally named as defendants the Bank,
Citadel Holding Corporation, Richard M. Greenwood (the Bank's chief executive
officer and Citadel's former chief executive officer), J.P. Morgan Securities,
Inc., and Deloitte & Touche.  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.  The amended complaint did not include J.P. Morgan Securities, Inc.
and Deloitte & Touche as 

                                       14
defendants and contained some factual and legal contentions which were different
from those set forth originally. On May 21, 1996, the court granted the Bank's
motion to dismiss the first amended complaint, but granted leave to amend.
Following the filing of a second amended complaint, the Bank 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 and on August 30, 1996 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.

       Both the original complaint filed by Harbor and the amended complaints
raised certain issues previously pleaded in a wrongful termination and
defamation action brought by William Strocco against the Bank and Citadel, which
was filed in Los Angeles County Superior Court on March 9, 1995, although the
nature and use of the same varies in the three pleadings.  Plaintiff in the
Strocco case is a former manager of the Bank's REO department who alleged, among
other things, that his employment was terminated in violation of public policy
and was a result of breaches of his implied employment contract and the implied
covenant of good faith and fair dealing based on the notion that he objected to
various aspects of the Bank's 1994 Restructuring and Recapitalization, including
the selling of REO properties in bulk sales, as not in the best interests of the
Bank, and that he asserted that the same were not fully disclosed to potential
investors and to the OTS. Mr. Strocco also seeks damages for defamation and
interference with contractual relationship.  In July 1996, the Los Angeles
Superior Court granted Citadel's motion for summary judgment to dismiss it as a
defendant in the Strocco litigation. The Bank's motion for summary adjudication
of issues was denied.  The Strocco complaint seeks damages, including punitive
damages, in an unspecified amount. The Bank believes that Mr. Strocco's claims
are meritless and plans to vigorously contest them.

       In addition, the Bank is a defendant in several individual and purported
class actions brought by several borrowers which raise similar 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 1995.  In one case the Bank
won a summary judgment in Federal District Court.  The 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 hearing.  In three Los Angeles Superior Court cases, judgment
in favor of the Bank was recently entered.  Two other cases are pending in the
Los Angeles Superior Court.  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
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 

                                       15
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 claims could result in the
payment of monetary damages which could be material in relation to the financial
condition or results of operations of the Bank. At this point, 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.  An adverse
outcome with respect to the foregoing claims could have a material adverse
effect on the Company's financial condition, results of operations and the
Bank's regulatory capital.  The Company's management and its counsel believe
that none of the lawsuits or claims pending will have a materially adverse
impact on the financial condition or business of the Company.

ENVIRONMENTAL RISK

       Under various federal, state and local environmental laws and
regulations, a current or previous owner or operator of real property may be
liable for the costs of removal or remediation of hazardous substances on, under
or in such property. In addition, any person or entity who arranges for the
disposal or treatment of hazardous substances may also be liable for the costs
of removal or remediation of hazardous substances at the disposal or treatment
facility. Such laws and regulations often impose liability regardless of fault
and liability has been interpreted to be joint and several unless the harm is
divisible and there is a reasonable basis for allocation of responsibility.
Pursuant to these laws and regulations, under certain circumstances, a lender
may become liable for the environmental liabilities in connection with its
borrowers' properties, if, among other things, it either forecloses or
participates in the management of its borrowers' operations or hazardous
substance handling or disposal practices. Although the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") and
certain state counterparts provide exemptions for secured lenders, the scope of
such exemptions is limited and a rule issued by the Environmental Protection
Agency clarifying such exemption under CERCLA has recently been held invalid. In
addition, CERCLA and certain state counterparts impose a statutory lien, which
may be prior to the Company's interest securing a loan, for certain costs
incurred in connection with removal or remediation of hazardous substances.
Others laws and regulations may also require the removal or remediation of
hazardous substances located on a property before such property may be sold or
transferred.

       It is the Company's current policy to identify and review certain
environmental issues pertaining to its borrowers and the properties securing the
loans of its borrowers prior to making any loan and foreclosing on property. If
such review revealed any environmental issues, a Phase I environmental audit
(which generally involves a physical inspection without any sampling) and under
certain circumstances, a Phase II environmental audit (which generally involves
sampling) may be conducted by an independent environmental consultant. It is
also the Company's current policy with respect to loans secured by residential
property with five or more units to automatically conduct a Phase I
environmental audit prior to foreclosing on such property. Under 

                                       16
certain circumstances, the Company may decide not to foreclose on a property.
There can be no assurances that such review, Phase I environmental audits or
Phase II environmental audits have identified or will identify all potential
environmental liabilities that may exist with respect to a foreclosed property
or a property securing any loan or that historical, current or future uses of
such property or surrounding properties will not result in the imposition of
environmental liability on the Company.

       The Company is aware that certain of its current or former properties on
which it has foreclosed and properties securing loans contain contamination or
hazardous substances, including asbestos and lead paint. Under certain
circumstances, the Company may be required to remove or remediate such
contamination or hazardous substances. Although the Company is not aware of any
environmental liability relating to these properties that it believes would have
a material adverse effect on its business or results of operations, there can be
no assurances that the costs of any required removal or remediation would not be
material or substantially exceed the value of affected properties or the loans
secured by the properties or that the Company's ability to sell any foreclosed
property would not be adversely affected.

REGULATORY LIMITATIONS ON OWNERSHIP

       With certain limited exceptions, federal regulations prohibit a person or
company from directly or indirectly acquiring more than 10% of any class of
voting stock or obtaining the ability to control in any manner the election of a
majority of the directors or otherwise direct the management or policies of a
savings and loan holding company, such as the Company, without prior notice to
and, in most cases, the approval of the OTS.  Violations of the federal change
of control regulations can result in severe sanctions, including, among other
things, civil money penalties.  Investors are urged to consult legal counsel
experienced in savings institution matters if, as a result of the purchase of
Securities, in combination with other transactions, they will, either alone or
with others with whom they are, or may be deemed to be, acting in concert (as
that term is defined in the applicable regulations), acquire more than 10% of
all outstanding shares of the Company's Common Stock or obtain the ability to
control in any manner the election of a majority of the Company's directors or
otherwise to direct the management or policies of the Company. In addition, any
person who acquires voting securities of the Company having a value of $15
million or more, or constituting 15% or more of the outstanding voting
securities of the Company, whichever is less, may, subject to certain available
exceptions for purchasers with an investment intent, be required to observe the
notification and waiting period requirements of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 before acquiring such voting securities. Prospective
investors should consult legal counsel if, upon the consummation of the purchase
of the Securities, they would own, either alone or with others with whom they
are, or may be deemed to be, acting in concert (as that term is defined in the
applicable law and regulations), 10% or more of the shares or $15 million or
more in value of voting securities of the Company.

                                       17
RISK OF OWNERSHIP AND OPERATION OF REAL PROPERTY

       The ownership and operation of real property is subject to certain
inherent risks. These risks include, without limitation, the inability or
failure to insure for all losses, including losses that are uninsurable or are
not insurable economically (such as earthquake risk); existing or future changes
in zoning and other land use regulations; enforcement and compliance with
regulatory requirements, such as the Americans with Disabilities Act and the
Fair Housing Amendments Act of 1988; environmental liability, as described
above; liability of landowners for defective or dangerous conditions, including,
without limitation, strict liability of landlords of residential real property
in certain circumstances; as well as fluctuations in market conditions affecting
the value of the real property, including, without limitation, competition for
tenants and changes in market rental rates.

                             SELLING SHAREHOLDERS

       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
Shareholder and his or her relationship to the Company during the last three
years; (b) the number of shares of Common Stock each Selling Shareholder 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 Shareholder; and (d) the amount and the percentage of
Common Stock that will be owned by each Selling Shareholder after completion of
this offering.  Additionally, an unnamed, non-affiliate who holds less than the
lesser of 1,000 shares or one-percent of the shares issuable under the Plan may
use this Prospectus for reoffers and resales of shares of Common Stock acquired
under the Plan.  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.
Shares to be Beneficially
                                                             Shares of Common                             Owned upon Completion of
                                   Relationship to          Stock Beneficially         Shares                  Offering (1)(3)     
                                 Company During Last       Owned as of November        Offered         -----------------------------
 Selling Shareholder                Three Years                20, 1996 (1)           Hereby (2)         Number             Percent
---------------------           ---------------------     ----------------------   -----------------   -----------------------------
Richard M. Greenwood            President and CEO               312,500                 300,000              12,500           *
Norman Barker, Jr.              Chairman of the Board            24,250                  23,000               1,250           *
Waldo H. Burnside               Director                         23,625                  23,000                 625           *
George Gibbs, Jr.               Director                         23,625                  23,000                 625           *
Lilly V. Lee                    Director                         24,250                  23,000               1,250           *
* 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 Shareholder 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.

                                       18
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 Shareholders may arrange for other brokers or dealers to
participate.  Brokers or dealers will receive commissions or discounts from
Selling Shareholders 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 Shareholders 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 consolidated financial statements of Fidelity incorporated by
reference in Fidelity's Annual Report (Form 10-K) for the year ended December
31, 1995 have been audited by Deloitte & Touche LLP, independent auditors, as
set forth in their report thereon included and incorporated by reference therein
and 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.

                                       19
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 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.

                                       20
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
SHAREHOLDERS.  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.

                                       21
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 Current Report on Form 8-K dated October 21, 1996,
     including Exhibit 99 thereto, containing Fidelity Federal Bank's Form 10-K
     for the fiscal year ended December 31, 1995;

(2)  The Registrant's Current Report on Form 8-K dated November 20, 1996,
     including Exhibit 99 thereto, containing Fidelity Federal Bank's Quarterly
     Report on Form 10-Q for the period ended March 31, 1996;

(3)  The Registrant's Quarterly Report on Form 10-Q for the period ended June
     30, 1996;

(4)  The Registrant's Quarterly Report on Form 10-Q for the period ended
     September 30, 1996; and

(5)  The description of the Registrant's Common Stock contained in the
     Registrant's Registration Statement on Form 8-B filed pursuant to Section
     12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
     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 

                                       22
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 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.
          ----------------------------------- 

          The Reoffer Prospectus includes 500 shares issued by the Registrant to
a former employee upon exercise of his stock options.  These shares were issued
in reliance on Section 4(2) and Rule 152 under the Securities Act.

                                       23
ITEM 8.   EXHIBITS
          --------

          4.1  Bank Plus Corporation 1996 Stock Option Plan

          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  Form of Indenture relating to senior notes of Fidelity Federal
               Bank (incorporated by reference to Exhibit 4.2 of the Form 8-B)

          5.1  Opinion of Sullivan & Cromwell

          23.1  Consent of Deloitte & Touche LLP

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

          25  Power of Attorney (included on page 26 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 

                                       24
periodic reports 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.

                                       25
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 7th day of
November, 1996.

                                 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/ NORMAN BARKER, JR.        Chairman of the Board          November 7, 1996
---------------------------
Norman Barker, Jr.
 
 
/S/ RICHARD M. GREENWOOD      Vice Chairman, President and   November 7, 1996
---------------------------   Chief Executive Officer
Richard M. Greenwood
26
/S/ WALDO H. BURNSIDE         Director                       November 7, 1996
---------------------------
Waldo H. Burnside
 
 
/S/ GEORGE GIBBS, JR.         Director                       November 7, 1996
---------------------------
George Gibbs, Jr.
 
 
/S/ LILLY V. LEE              Director                       November 7, 1996
---------------------------
Lilly V. Lee
 
 
/S/ GORDON V. SMITH           Director                       November 7, 1996
---------------------------
Gordon V. Smith
27
EXHIBIT INDEX
Exhibit
 Number           Description                      
 -------          -----------
4.1             Bank Plus Corporation 1996 Stock Option Plan 

  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             Form of Indenture relating to senior notes of 
                  Fidelity Federal Bank (incorporated by reference 
                  to Exhibit 4.2 of the Form 8-B)
                           
  5.1             Opinion of Sullivan & Cromwell                 

 23.1             Consent of Deloitte & Touche LLP               

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

   25             Power of Attorney (included on page 26 of this 
                  Registration Statement)
28