<PAGE> 1

     As filed with the Securities and Exchange Commission on August 13, 1999
                                                   Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             PULASKI BANCORP, INC.
 (exact name of registrant as specified in its certificate of incorporation)

UNITED STATES                         6035                 APPLICATION PENDING
(state or other juris-          (Primary Standard            (IRS Employer
diction of incorporation          Classification           Identification No.)
or organization)                   Code Number)


                               130 MOUNTAIN AVENUE
                          SPRINGFIELD, NEW JERSEY 07081
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

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

                                                COPIES TO:
THOMAS BENTKOWSKI                               CHRISTINA M. GATTUSO, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER           SUZANNE A. WALKER, ESQUIRE
PULASKI BANCORP, INC.                           MULDOON, MURPHY & FAUCETTE LLP
130 MOUNTAIN AVENUE                             5101 WISCONSIN AVENUE, N.W.
SPRINGFIELD, NEW JERSEY 07081                   WASHINGTON, D.C.  20016
(973) 564-9000                                  (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)


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

=================================================================================================================
                                                          Proposed
                                                          Maximum           Proposed Maximum         Amount of
        Title of                    Amount to be      Offering Price Per    Aggregate Offering      Registration
Securities to be Registered        Registered (1)          Share                 Price(2)               Fee
-----------------------------------------------------------------------------------------------------------------
      <S>                            <C>                   <C>                   <C>                  <C>
      Common Stock                   95,220
      $.01 par Value                 Shares(2)             $8.375(3)             $797,468             $222
-----------------------------------------------------------------------------------------------------------------
      Common Stock                   38,088
      $.01 par Value                 Shares(4)             $8.375(3)             $319,101             $ 89
=================================================================================================================

(1)  Together with an  indeterminate  number of  additional  shares which may be  necessary to adjust  the number
     of shares reserved for issuance pursuant to the Amended and Restated Pulaski Bancorp,  Inc. 1997 Stock-Based
     Incentive  Plan (the  "Plan")  as the  result of a stock  split,  stock  dividend, or  similar adjustment of
     the outstanding Common Stock of Pulaski Bancorp, Inc.  pursuant to 17 C.F.R ss. 230.416(a)
(2)  Represents  the total  number of shares currently  reserved  or  available for issuance upon the exercise of
     stock  options pursuant to the Plan.
(3)  The closing bid price on the Nasdaq SmallCap Market on August 11, 1999.
(4)  Represents the total number of shares currently available for issuance as stock awards under the Plan.
</TABLE>

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

Number of Pages = 13
Exhibit Index begins on Page 8




<PAGE> 2



PULASKI BANCORP, INC.

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

ITEMS 1 & 2.

      The documents  containing the  information for the Pulaski  Bancorp,  Inc.
(the  "Company"  or the  "Registrant")  Amended and  Restated  1997  Stock-Based
Incentive  Plan (the "Plan")  required by Part I of the  Registration  Statement
will be sent or  given to the  participants  in the  Plan as  specified  by Rule
428(b)(1).  Such  document  is  not  filed  with  the  Securities  and  Exchange
Commission (the "SEC") either as a part of this  Registration  Statement or as a
prospectus  or  prospectus  supplement  pursuant to Rule 424 in reliance on Rule
428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

      (a)   The Form 8-K  filed by the Registrant  (File No. 000-26681) with the
            SEC on July 12, 1999.

      (b)   The Form 10-K  filed by the  Registrant  with the  Office of  Thrift
            Supervision  on March 30, 1999,  which  includes the  statements  of
            financial  condition of Pulaski Savings Bank as of December 31, 1998
            and 1997 and the related statements of income, comprehensive income,
            changes in stockholders' equity and cash flows for each of the years
            in the three-year period ended December 31, 1998.

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


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

ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None

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



                                        2

<PAGE> 3




ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Article XII of the Registrant's Bylaws provides as follows:

ARTICLE XII:  INDEMNIFICATION

      Pulaski  Bancorp,  Inc.  shall  indemnify  all  officers,   directors  and
employees  of  Pulaski   Bancorp,   Inc.,   and  their  heirs,   executors   and
administrators,  to the fullest extent  permitted  under federal law against all
expenses  and  liabilities  reasonably  incurred by them in  connection  with or
arising out of any action,  suit or  proceeding in which they may be involved by
reason of their  having  been a director  or officer of Pulaski  Bancorp,  Inc.,
whether  or not  they  continue  to be a  director  or  officer  at the  time of
incurring  such  expenses or  liabilities,  such  expenses  and  liabilities  to
include,  but not be limited to, judgments,  court costs and attorneys' fees and
the cost of reasonable settlements.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.


                                      3

<PAGE> 4



ITEM 8.   LIST OF EXHIBITS.

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

      3.1   Federal Charter for Pulaski Bancorp, Inc.1

      3.2   Bylaws for Pulaski Bancorp, Inc.1

      4     Amended   and   Restated  Pulaski  Bancorp,  Inc.  1997  Stock-Based
            Incentive Plan 1


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

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

      23.2  Consent of Radics & Company LLC

      24    Power of Attorney is located on the signature pages.
--------------------------
1  Incorporated  herein  by  reference  from  the  Exhibit of  the  same  number
   contained in the Form 8-K (SEC No. 000-26681), filed with the SEC on July 12,
   1999.

ITEM 9.   UNDERTAKINGS

(a)  The undersigned Registrant hereby undertakes:

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


                                      4

<PAGE> 5



            (iii) To include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the Registration
                  Statement or any material  change to such  information  in the
                  Registration Statement;

      PROVIDED,  HOWEVER,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the information  required to be included in a post-effective  amendment
      by  those  paragraphs  is  contained  in  periodic  reports  filed  by the
      Registrant  pursuant to section 13 or 15(d) of the Securities Exchange Act
      of  1934  that  are  incorporated  by  reference  into  this  Registration
      Statement.

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

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

      (b)   The undersigned  hereby undertakes that, for purposes of determining
            any liability  under the Securities Act of 1933,  each filing of the
            Registrant's  or the Plan's annual report  pursuant to section 13(a)
            or  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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other than  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.


                                      5

<PAGE> 6





                                  SIGNATURES

      THE  REGISTRANT.  Pursuant to the  requirements  of the  Securities Act of
1933, Pulaski Bancorp,  Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the City of Springfield,  State of New Jersey, on
August 13, 1999.

                                      PULASKI BANCORP, INC.


                                      By:  /s/ Thomas Bentkowski
                                           -----------------------------
                                           Thomas Bentkowski
                                           President and Chief Executive Officer


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

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr. Bentkowski) constitutes and appoints Thomas Bentkowski and
Mr.   Bentkowski   appoints   Edward  J.  Mizerski,   as  the  true  and  lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name,  place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 Registration Statement,  and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S.  Securities  and  Exchange  Commission,  respectively,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and things  requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorney-in-fact and agent or his substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.


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


/s/ Thomas Bentkowski     President, Chief Executive Officer    August 13, 1999
---------------------     and Director
Thomas Bentkowski         (Principal Executive Officer)


/s/ Edward J. Mizerski    Chairman of the Board                 August 13, 1999
----------------------
Edward J. Mizerski


/s/ Peter C. Pietrucha    Vice Chairman of the Board            August 13, 1999
----------------------    and Director
Peter C. Pietrucha


                                       6

<PAGE> 7






/s/ Eugene J. Bogucki     Director                              August 13, 1999
-----------------------
Eugene J. Bogucki, M.D.



/s/ Anthony C. Majeski    Director                              August 13, 1999
----------------------
Anthony C. Majeski



/s/ Walter F. Rusak       Director                              August 13, 1999
----------------------
Walter F. Rusak



/s/ Lee Wagstaff          Vice President, Chief Financial       August 13, 1999
----------------------    Officer, and Treasurer
Lee Wagstaff              (Principal Financial Officer)









                                       7

<PAGE> 8



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


                                                                    Sequentially
                                                                      Numbered
                                                                        Page
 Exhibit No.   Description            Method of Filing                Location
------------   ----------------       ---------------------------     ---------
      4        Amended and Restated   Incorporated by reference.          --
               Pulaski Bancorp, Inc.
               1997 Stock-Based
               Incentive Plan

     5         Opinion of Muldoon,    Filed herewith.                     10
               Murphy & Faucette
               LLP

    23.1       Consent of Muldoon,    Contained within Exhibit 5 hereof.  10
               Murphy & Faucette
               LLP

    23.2       Consent of Radics &    Filed herewith.                     13
               Co. LLC

     24        Power of Attorney      Located on the signature page.









                                       8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18881}]
{"company-data": {"conformed-name": "PULASKI BANCORP INC", "cik": "0001089624", "assigned-sic": "6770", "irs-number": "223652847", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85157", "film-number": "99688524"}, "business-address": {"street1": "130 MOUNTAIN AVENUE", "city": "SPRINGFIELD", "state": "NJ", "zip": "07081"}, "mail-address": {"street1": "130 MOUNTAIN AVENUE", "city": "SPRINGFIELD", "state": "NJ", "zip": "07081"}}
1

     As filed with the Securities and Exchange Commission on August 13, 1999
                                                   Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             PULASKI BANCORP, INC.
 (exact name of registrant as specified in its certificate of incorporation)

UNITED STATES                         6035                 APPLICATION PENDING
(state or other juris-          (Primary Standard            (IRS Employer
diction of incorporation          Classification           Identification No.)
or organization)                   Code Number)

                               130 MOUNTAIN AVENUE
                          SPRINGFIELD, NEW JERSEY 07081
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

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

                                                COPIES TO:
THOMAS BENTKOWSKI                               CHRISTINA M. GATTUSO, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER           SUZANNE A. WALKER, ESQUIRE
PULASKI BANCORP, INC.                           MULDOON, MURPHY & FAUCETTE LLP
130 MOUNTAIN AVENUE                             5101 WISCONSIN AVENUE, N.W.
SPRINGFIELD, NEW JERSEY 07081                   WASHINGTON, D.C.  20016
(973) 564-9000                                  (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

  If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
                     1933, check the following box. / X /
                                                     ---
=================================================================================================================
                                                          Proposed
                                                          Maximum           Proposed Maximum         Amount of
        Title of                    Amount to be      Offering Price Per    Aggregate Offering      Registration
Securities to be Registered        Registered (1)          Share                 Price(2)               Fee
-----------------------------------------------------------------------------------------------------------------
Common Stock                   95,220
      $.01 par Value                 Shares(2)             $8.375(3)             $797,468             $222
-----------------------------------------------------------------------------------------------------------------
      Common Stock                   38,088
      $.01 par Value                 Shares(4)             $8.375(3)             $319,101             $ 89
=================================================================================================================

(1)  Together with an  indeterminate  number of  additional  shares which may be  necessary to adjust  the number
     of shares reserved for issuance pursuant to the Amended and Restated Pulaski Bancorp,  Inc. 1997 Stock-Based
     Incentive  Plan (the  "Plan")  as the  result of a stock  split,  stock  dividend, or  similar adjustment of
     the outstanding Common Stock of Pulaski Bancorp, Inc.  pursuant to 17 C.F.R ss. 230.416(a)
(2)  Represents  the total  number of shares currently  reserved  or  available for issuance upon the exercise of
     stock  options pursuant to the Plan.
(3)  The closing bid price on the Nasdaq SmallCap Market on August 11, 1999.
(4)  Represents the total number of shares currently available for issuance as stock awards under the Plan.
THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SS. 230.462.

Number of Pages = 13
Exhibit Index begins on Page 8
2

PULASKI BANCORP, INC.

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

ITEMS 1 & 2.

      The documents  containing the  information for the Pulaski  Bancorp,  Inc.
(the  "Company"  or the  "Registrant")  Amended and  Restated  1997  Stock-Based
Incentive  Plan (the "Plan")  required by Part I of the  Registration  Statement
will be sent or  given to the  participants  in the  Plan as  specified  by Rule
428(b)(1).  Such  document  is  not  filed  with  the  Securities  and  Exchange
Commission (the "SEC") either as a part of this  Registration  Statement or as a
prospectus  or  prospectus  supplement  pursuant to Rule 424 in reliance on Rule
428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

      (a)   The Form 8-K  filed by the Registrant  (File No. 000-26681) with the
            SEC on July 12, 1999.

      (b)   The Form 10-K  filed by the  Registrant  with the  Office of  Thrift
            Supervision  on March 30, 1999,  which  includes the  statements  of
            financial  condition of Pulaski Savings Bank as of December 31, 1998
            and 1997 and the related statements of income, comprehensive income,
            changes in stockholders' equity and cash flows for each of the years
            in the three-year period ended December 31, 1998.

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

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

ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None

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

                                        2
3

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Article XII of the Registrant's Bylaws provides as follows:

ARTICLE XII:  INDEMNIFICATION

      Pulaski  Bancorp,  Inc.  shall  indemnify  all  officers,   directors  and
employees  of  Pulaski   Bancorp,   Inc.,   and  their  heirs,   executors   and
administrators,  to the fullest extent  permitted  under federal law against all
expenses  and  liabilities  reasonably  incurred by them in  connection  with or
arising out of any action,  suit or  proceeding in which they may be involved by
reason of their  having  been a director  or officer of Pulaski  Bancorp,  Inc.,
whether  or not  they  continue  to be a  director  or  officer  at the  time of
incurring  such  expenses or  liabilities,  such  expenses  and  liabilities  to
include,  but not be limited to, judgments,  court costs and attorneys' fees and
the cost of reasonable settlements.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

                                      3
4

ITEM 8.   LIST OF EXHIBITS.

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

      3.1   Federal Charter for Pulaski Bancorp, Inc.1

      3.2   Bylaws for Pulaski Bancorp, Inc.1

      4     Amended   and   Restated  Pulaski  Bancorp,  Inc.  1997  Stock-Based
            Incentive Plan 1

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

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

      23.2  Consent of Radics & Company LLC

      24    Power of Attorney is located on the signature pages.
--------------------------
1  Incorporated  herein  by  reference  from  the  Exhibit of  the  same  number
   contained in the Form 8-K (SEC No. 000-26681), filed with the SEC on July 12,
   1999.

ITEM 9.   UNDERTAKINGS

(a)  The undersigned Registrant hereby undertakes:

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

                                      4
5

            (iii) To include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the Registration
                  Statement or any material  change to such  information  in the
                  Registration Statement;

      PROVIDED,  HOWEVER,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
      if the information  required to be included in a post-effective  amendment
      by  those  paragraphs  is  contained  in  periodic  reports  filed  by the
      Registrant  pursuant to section 13 or 15(d) of the Securities Exchange Act
      of  1934  that  are  incorporated  by  reference  into  this  Registration
      Statement.

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

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

      (b)   The undersigned  hereby undertakes that, for purposes of determining
            any liability  under the Securities Act of 1933,  each filing of the
            Registrant's  or the Plan's annual report  pursuant to section 13(a)
            or  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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other than  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.

                                      5
6

                                  SIGNATURES

      THE  REGISTRANT.  Pursuant to the  requirements  of the  Securities Act of
1933, Pulaski Bancorp,  Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the City of Springfield,  State of New Jersey, on
August 13, 1999.

                                      PULASKI BANCORP, INC.

                                      By:  /s/ Thomas Bentkowski
                                           -----------------------------
                                           Thomas Bentkowski
                                           President and Chief Executive Officer

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

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr. Bentkowski) constitutes and appoints Thomas Bentkowski and
Mr.   Bentkowski   appoints   Edward  J.  Mizerski,   as  the  true  and  lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name,  place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 Registration Statement,  and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S.  Securities  and  Exchange  Commission,  respectively,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and things  requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorney-in-fact and agent or his substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

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

/s/ Thomas Bentkowski     President, Chief Executive Officer    August 13, 1999
---------------------     and Director
Thomas Bentkowski         (Principal Executive Officer)

/s/ Edward J. Mizerski    Chairman of the Board                 August 13, 1999
----------------------
Edward J. Mizerski

/s/ Peter C. Pietrucha    Vice Chairman of the Board            August 13, 1999
----------------------    and Director
Peter C. Pietrucha

                                       6
7

/s/ Eugene J. Bogucki     Director                              August 13, 1999
-----------------------
Eugene J. Bogucki, M.D.

/s/ Anthony C. Majeski    Director                              August 13, 1999
----------------------
Anthony C. Majeski

/s/ Walter F. Rusak       Director                              August 13, 1999
----------------------
Walter F. Rusak

/s/ Lee Wagstaff          Vice President, Chief Financial       August 13, 1999
----------------------    Officer, and Treasurer
Lee Wagstaff              (Principal Financial Officer)

                                       7
8

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

                                                                    Sequentially
                                                                      Numbered
                                                                        Page
 Exhibit No.   Description            Method of Filing                Location
------------   ----------------       ---------------------------     ---------
      4        Amended and Restated   Incorporated by reference.          --
               Pulaski Bancorp, Inc.
               1997 Stock-Based
               Incentive Plan

     5         Opinion of Muldoon,    Filed herewith.                     10
               Murphy & Faucette
               LLP

    23.1       Consent of Muldoon,    Contained within Exhibit 5 hereof.  10
               Murphy & Faucette
               LLP

    23.2       Consent of Radics &    Filed herewith.                     13
               Co. LLC

     24        Power of Attorney      Located on the signature page.

                                       8