<PAGE> 1

As filed with the Securities and Exchange Commission on March 15, 2002
                                                      Registration No. 333-
================================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                             PULASKI FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                    43-1816913
(State or other jurisdiction of             (IRS Employer Identification No.)
incorporation or organization)

                              12300 OLIVE BOULEVARD
                            ST. LOUIS, MISSOURI 63141
                          (Address, including zip code,
                  of registrant's principal executive offices)

         PULASKI BANK EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
               PULASKI FINANCIAL CORP. DEFERRED COMPENSATION PLAN
                 PULASKI FINANCIAL CORP. 2002 STOCK OPTION PLAN
                           (Full Titles of the Plans)
                     -------------------------------------


WILLIAM A. DONIUS                                  COPIES TO:
PRESIDENT, CHIEF EXECUTIVE                         PAUL M. AGUGGIA, ESQUIRE
OFFICER AND DIRECTOR                               ERIC S. KRACOV, ESQUIRE
PULASKI FINANCIAL CORP.                            MULDOON MURPHY & FAUCETTE LLP
12300 OLIVE BOULEVARD                              5101 WISCONSIN AVENUE, N.W.
ST. LOUIS, MISSOURI 63141                          WASHINGTON, DC  20016
(314) 878-2210                                     (202) 362-0840
(Name and address, and telephone
number, including area code, of agent for service)

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

    If any of the securities being registered on this Form are to be offered
         on a delayed or continuous basis pursuant to Rule 415 under the
             Securities Act of 1933, check the following box. / X /
                                                              ----
<TABLE>
<CAPTION>
=======================================================================================================
   Title of each Class of       Amount to be     Proposed Purchase  Estimated Aggregate   Registration
Securities to be Registered     Registered(1)    Price Per Share      Offering Price          Fee
-------------------------------------------------------------------------------------------------------
<S>                             <C>                <C>                 <C>                <C>
Common Stock                    175,000
$.01 par Value                  Shares (2)         $17.14 (3)           $2,999,500        $276.00
-------------------------------------------------------------------------------------------------------
Common Stock                    250,000
$.01 par Value                  Shares (4)         $19.60 (5)           $4,900,000        $451.00
-------------------------------------------------------------------------------------------------------
Common Stock                    87,522
$.01 par Value                  Shares (7)         $19.60 (5)           $1,715,428        $158.00
-------------------------------------------------------------------------------------------------------
Participation Interests (6)                                                                   (7)
=======================================================================================================
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
    necessary to adjust the number of shares reserved for issuance pursuant to
    the Pulaski Bank Employees' Savings & Profit Sharing Plan and Trust, the
    Pulaski Financial Corp. 2002 Stock Option Plan and the Pulaski Financial
    Corp. Deferred Compensation Plan as the result of a stock split, stock
    dividend or similar adjustment of the outstanding common stock of Pulaski
    Financial Corp. pursuant to 17 C.F.R. ss.230.416(a).
(2) Represents the total number of shares currently reserved or available for
    issuance as options pursuant to the Pulaski Financial Corp. 2002 Stock
    Option Plan.
(3) Represents the weighted average price determined by the exercise price of
    $16.65 per share, at which options for 146,000 shares under the Pulaski
    Financial Corp. 2002 Stock Option Plan have been granted to date and the
    $19.60 closing price for the Company common stock

<PAGE> 2


    as reported by the Nasdaq System on March 4, 2002 for which 29,000 shares
    have not yet been granted under the Pulaski Financial Corp. 2002 Stock
    Option Plan.
(4) Represents the total number of shares that may be issued pursuant to the
    Pulaski Financial Corp. Deferred Compensation Plan.
(5) Represents the closing price for the Company Common Stock on March 4, 2002,
    as reported by the Nasdaq System.
(6) In  addition, pursuant to 17 C.F.R. ss.230.416(c), this registration
    statement also covers an indeterminate amount of interests to be offered or
    sold pursuant to the employee benefit plans described herein based upon the
    maximum amount that could be issued under the plans pursuant to 17 C.F.R.
    ss.230.457(h).
(7) In accordance with 17 C.F.R. ss.230.457(h), where securities are to be
    offered pursuant to an employer benefit plan, the aggregate offering price
    and the amount of the registration fee shall be computed with respect to the
    maximum number of shares of Common Stock that may be purchased with the
    current assets of such Plan. Accordingly, no separate fee is required for
    the participation interests.

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: 127
Exhibit Index begins on Page 12.


                                        2

<PAGE> 3



PULASKI FINANCIAL CORP.

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

ITEMS 1 & 2. The documents  containing the information for the Pulaski Financial
Corp.  (the "Company" or the  "Registrant")  2002 Stock Option Plan, the Pulaski
Financial  Corp.  Deferred  Compensation  Plan and the Pulaski  Bank  Employees'
Savings & Profit Sharing Plan and Trust (collectively,  the "Plans") required by
Part I of the  Registration  Statement will be sent or given to the participants
in the Plans as specified by Rule  428(b)(1).  Such documents are 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  Company's  Annual Report on Form 10-K for the fiscal year ended
September 30, 2001,  which includes the  consolidated  balance sheets of Pulaski
Financial  Corp.  and  subsidiaries  as of September 30, 2001 and 2000,  and the
related   consolidated   statements   of  income   and   comprehensive   income,
stockholders'  equity  and cash  flows for each of the  years in the  three-year
period ended  September  30,  2001,  together  with the related  notes (File No.
000-24571) as filed with the SEC on December 27, 2001.

        (b) The Form 10-Q report  filed by the  Company  for the fiscal  quarter
ended December 31, 2001 (File No. 000-24571),  as filed with the SEC on February
14, 2002.

        (c) The  description  of the  Company's  common  stock  contained in the
Company's  Form 8-A (File No.  000-24571),  as filed  with the SEC  pursuant  to
Section 12(g) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and
Rule  12b-15  promulgated  thereunder  on July 2,  1998 and  declared  effective
October 9, 1998 as  incorporated  by reference from the Company's Form S-1 (File
No. 333-56465) as amended, originally filed with the SEC on June 9, 1998.

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

ANY  STATEMENT  CONTAINED  IN  THIS  REGISTRATION  STATEMENT,  OR IN A  DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR

                                        3

<PAGE> 4


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 Plans 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, D.C.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 145 of the Delaware  General  Corporation  Law  ("DGCL"),  inter
alia,  empowers a Delaware  corporation  to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the corporation),  by
reason of the fact that such person is or was a director,  officer,  employee or
agent of the corporation, or is or was serving at the request of the corporation
as a  director,  officer,  employee  or agent of another  corporation,  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in  settlement  actually and  reasonably  incurred by the person in
connection  with such  action,  suit or  proceeding  if the person acted in good
faith and in a manner the person reasonably  believed to be in or not opposed to
the best interest of the  corporation,  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to believe the  person's  conduct was
unlawful.  Similar  indemnity is  authorized  for such person  against  expenses
(including  attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he  reasonably  believed
to be in or not opposed to the best interests of the  corporation,  and provided
further that (unless a court of competent  jurisdiction otherwise provides) such
person  shall  not  have  been  adjudged  liable  to the  corporation.  Any such
indemnification  may be made only as  authorized  in each  specific  case upon a
determination by the  shareholders or disinterested  directors or by independent
legal counsel in a written  opinion that  indemnification  is proper because the
indemnitee has met the applicable standard of conduct.

        Any such  indemnification  and  advancement  of expenses  provided under
Section  145 shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent and shall  inure to the  benefit  of such  person's
heirs, executors and administrators.

        Section 145 further  authorizes a  corporation  to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation or enterprise,
as a director,  officer, employee or agent of another corporation or enterprise,
against any  liability  asserted


                                        4

<PAGE> 5



against  him, and  incurred by him in any such  capacity,  or arising out of his
status as such, whether or not the corporation would otherwise have the power to
indemnify him under Section 145.

        In accordance  with the DGCL (being Chapter 1 of Title 8 of the Delaware
Code),  Articles  16 and 17 of the  Registrant's  Certificate  of  Incorporation
provide for the indemnification of directors,  officers,  and other employees as
described below:

Article XVI.   Indemnification
------------------------------

        Article  XVI of  the  Pulaski  Financial  Certificate  of  Incorporation
provides  for the  indemnification  of any person  who is or was a  director  or
officer of the Company and any person who served at the  Company's  request as a
director,  officer,  employee, agent, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise.

        In the case of a threatened,  pending or completed  action or suit by or
in the right of the Company against such a person (i.e., a derivative suit), the
Company will indemnify him for expenses (including attorneys' fees but excluding
amounts paid in settlement) actually or reasonably incurred by him in connection
with the  defense or  settlement,  provided  he is  successful  on the merits or
otherwise;  or if he acted in good faith in the transaction  that is the subject
of the suit or action and in a manner he  reasonably  believed to be in the best
interest of the Company. This includes, but is not limited to, the taking of any
and all actions in connection with the Company's response to any tender offer or
any offer or proposal of another party to engage in a business  combination  not
approved  by the board of  directors.  However,  he will not be  indemnified  in
respect of any claim, issue or matter as to which he has been adjudged liable to
the Company unless (and only to the extent that) the court in which the suit was
brought determines, upon application,  that despite the adjudication but in view
of all the circumstances,  he is fairly and reasonably entitled to indemnity for
such expenses as the court deems proper.

        In the case of a  threatened,  pending  or  completed  suit,  action  or
proceeding  (whether civil,  criminal,  administrative or investigative),  other
than a suit by or in the right of the  Company  (i.e.,  a  nonderivative  suit),
against  an  indemnified  person by reason of his  holding a  position  with the
Company,  he will be  indemnified  only if he is  successful  on the  merits  or
otherwise,  or if he acted in good faith in the transaction  that is the subject
of the  nonderivative  suit and in a manner he reasonably  believed to be in, or
not opposed to, the best  interests of the Company,  including,  but not limited
to, the taking of any and all actions in connection with the Company's  response
to any tender  offer or any offer or  proposal  of another  party to engage in a
business  combination not approved by the board of directors,  and, with respect
to any criminal action or proceeding,  he had no reasonable cause to believe his
conduct was  unlawful.  The  termination  of a  nonderivative  suit by judgment,
order,  settlement,  conviction,  or  upon  a plea  of  NOLO  CONTENDERE  or its
equivalent will not, in itself,  create a presumption  that the person failed to
satisfy the foregoing standard.

        A  determination  that  the  indemnified  party  has met  the  standards
required for  indemnification in derivative and nonderivative  suits may be made
by a court,  or,  except in relation to the standard for a finding of good faith
action in a shareholder  derivative suit, by (1) a majority vote of the board of
directors of the Company who are not parties to the action,  suit or proceeding,
even though less than a quorum; or (2) independent legal counsel (appointed by a
majority of the disinterested directors of the Company, whether or not a quorum)
in a written opinion; or (3) the stockholders of the Company.


                                        5

<PAGE> 6


        Anyone  making  a  determination  as to  whether  a  party  has  met the
standards required for  indemnification  may determine that a person has met the
standard as to some  matters but not as to others,  and may  reasonably  prorate
amounts to be indemnified.

        The Company may pay in advance any expenses (including  attorneys' fees)
that may  become  subject  to  indemnification  if (1) the  board  of  directors
authorizes  the  specific  payment  and (2) the  person  receiving  the  payment
undertakes in writing to repay the same if it is ultimately  determined  that he
is not entitled to indemnification.

        The  indemnification  and  advancement  of expenses  provided for in the
preceding paragraphs are not exclusive of any other rights to which a person may
be entitled by law or otherwise.

        The  indemnification  provided by Article  XVI of the Pulaski  Financial
Certificate of Incorporation will be deemed to be a contract between the Company
and the  persons  entitled  to  indemnification  thereunder,  and any  repeal or
modification  will not affect any rights or obligations  then existing,  and the
indemnification  and advance  payment  provided for above will  continue as to a
person who has ceased to hold a position with the Company, and will inure to his
heirs, executors and administrators.

        The Company may purchase and maintain  insurance on behalf of any person
who holds or who has held any position subject to  indemnification,  against any
liability incurred by him in any such position,  or arising out of his status as
such,  whether or not the Company  would have the power to indemnify him against
liability under the preceding paragraphs.

        If Article XVI or any portion of it is invalidated  on any ground,  then
the Company will  nevertheless  indemnify each director,  officer,  employee and
agent of the Company as to costs,  charges,  and expenses (including  attorneys'
fees),  judgments,  fines and amounts  paid in  settlement  with  respect to any
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative,  including  a  shareholder  derivative  suit,  to the full extent
permitted  by any  remaining  applicable  portion of Article XVI and to the full
extent permitted by applicable law.

Article XVII.   Elimination of Directors' Liability
---------------------------------------------------

        A director of the Company will not be  personally  liable to the Company
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  except:  (1) for any breach of the director's  duty of loyalty to the
Company or its stockholders; (2) for acts or omissions not made in good faith or
which involve  intentional  misconduct or a knowing  violation of law; (3) under
Section  174 of the  DGCL;  or (4) for any  transaction  from  which a  director
derived  an  improper  personal  benefit.  If the  DGCL is  amended  to  further
eliminate or limit the personal liability of directors,  then the liability of a
director  of the Company  will be  eliminated  or limited to the fullest  extent
permitted by the DGCL, as amended.

        Any repeal or modification  of the foregoing by the  stockholders of the
Company shall not adversely  affect any right or protection of a director of the
Company existing at the time of such repeal or modification.


                                        6

<PAGE> 7



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  LIST OF EXHIBITS.

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

        5      Opinion of Muldoon Murphy & Faucette LLP as to the legality of
               the common stock to be issued

        10.0   Pulaski Financial Corp. 2002 Stock Option Plan

        10.1   Pulaski Bank Employees' Savings & Profit Sharing Plan and Trust
               and Adoption Agreement

        10.2   Pulaski Financial Corp. Deferred Compensation Plan

        23.0   Consent of Muldoon Murphy & Faucette LLP (contained in the
               opinion included in Exhibit 5)

        23,1   Consent of Deloitte & Touche LLP

        23.2   Consent of Ernst & Young LLP

        24     Power of Attorney is located on the signature page
--------------------------
1  Incorporated herein by reference from Appendix A to the Proxy Statement on
   Form DEF 14A filed with the SEC on December 17, 2001.

ITEM 9.  UNDERTAKINGS

        The undersigned Registrant hereby undertakes:

        (1)    To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)    To include  any prospectus required by section 10(a)(3) of
                      the Securities Act of 1933;

               (ii)   To  reflect in  the prospectus any facts or events arising
                      after the effective date of the registration statement (or
                      the most recent  post-effective  amendment thereof) which,
                      individually or in the aggregate,  represent a fundamental
                      change in the  information  set forth in the  registration
                      statement; and


                                        7

<PAGE> 8


               (iii)  To  include  any  material information with respect to the
                      plan  of  distribution  not  previously  disclosed  in the
                      registration  statement  or any  material  change  to such
                      information  in  the  Registration  Statement  unless  the
                      information  required  by (i)  and  (ii) is  contained  in
                      periodic  reports  filed  by the  Registrant  pursuant  to
                      Section  13  or  15(d)  of  the   Exchange  Act  that  are
                      incorporated   by   reference   into   this   Registration
                      Statement.

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

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

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

        Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 (the "Act") 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  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.




                                        8

<PAGE> 9



                                   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 St. Louis, State of Missouri, on February 20, 2002.

                                      PULASKI FINANCIAL CORP.



                                      By: /s/ William A. Donius
                                          --------------------------------------
                                          William A. Donius
                                          President, Chief Executive Officer and
                                          Director

        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 date indicated.

        KNOW ALL MEN BY THESE PRESENT,  that each person whose signature appears
below  constitutes  and  appoints  William A. Donius and Ramsey K. Hamadi as his
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/ William A. Donius          President, Chief Executive      February 20, 2002
--------------------------     Officer and Director
William A. Donius              (principal executive officer)


/s/ Ramsey K. Hamadi           Chief Financial Officer         February 20, 2002
--------------------------     (principal financial and
Ramsey K. Hamadi               accounting officer)




                                        9

<PAGE> 10



                                Director
-------------------------
Robert A. Ebel


                                Director
-------------------------
E. Douglas Britt


/s/ Garland A. Dorn             Director                       February 20, 2002
-------------------------
Garland A. Dorn


/s/ Thomas F. Hack              Director                       February 20, 2002
-------------------------
Thomas F. Hack


/s/ Dr. Edward J. Howenstein    Director                       February 20, 2002
-----------------------------
Dr. Edward J. Howenstein



                                       10

<PAGE> 11




THE PLANS.

        Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who  administer the Pulaski Bank  Employees'  Savings & Profit
Sharing  Plan and Trust)  have duly  caused this  registration  statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of St. Louis, State of Missouri, on February 25, 2002.




                           PULASKI BANK EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
                           AND TRUST

                           By: /s/ Lisa Simpson
                               -----------------------------------
                               Lisa Simpson
                               Plan Administrator






                                       11

<PAGE> 12
<TABLE>
<CAPTION>



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


                                                                                                   Sequentially
                                                                                                     Numbered
                                                                                                       Page
  Exhibit No.        Description                Method of Filing                                     Location
--------------       ---------------------      ------------------------------------------------   -------------
     <S>             <C>                        <C>                                                   <C>
       5             Opinion of MMF             Filed herewith.                                       Page 13

     10.0            Pulaski Financial          Incorporated herein by reference from Appendix A         --
                     Corp. 2002 Stock           to the Proxy Statement on Form DEF 14A filed
                     Option Plan                with the SEC on December 17, 2001.

     10.1            Pulaski Bank               Filed herewith.                                       Page 16
                     Employees' Savings &
                     Profit Sharing Plan
                     and Trust and
                     Adoption Agreement

     10.2            Pulaski Financial          Filed herewith.                                       Page 116
                     Corp. Director
                     Deferred
                     Compensation Plan

     23.0            Consent of MMF             Contained in Exhibit 5.                                  --

     23.1            Consent of Deloitte &      Filed herewith.                                       Page 127
                     Touche LLP

     23.2            Consent of Ernst &         Filed herewith.                                       Page 129
                     Young LLP

      24             Power of Attorney          Located on the signature page.                           --


</TABLE>



                                       12
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{"company-data": {"conformed-name": "PULASKI FINANCIAL CORP", "cik": "0001062438", "assigned-sic": "6035", "irs-number": "431816913", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84392", "film-number": "02576595"}, "business-address": {"street1": "12300 OLIVE BLVD", "city": "ST LOUIS", "state": "MO", "zip": "63141", "phone": "3148782210"}, "mail-address": {"street1": "12300 OLIVE BLVD", "city": "ST LOUIS", "state": "MO", "zip": "63141"}}
1

As filed with the Securities and Exchange Commission on March 15, 2002
                                                      Registration No. 333-
================================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                             PULASKI FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                    43-1816913
(State or other jurisdiction of             (IRS Employer Identification No.)
incorporation or organization)

                              12300 OLIVE BOULEVARD
                            ST. LOUIS, MISSOURI 63141
                          (Address, including zip code,
                  of registrant's principal executive offices)

         PULASKI BANK EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
               PULASKI FINANCIAL CORP. DEFERRED COMPENSATION PLAN
                 PULASKI FINANCIAL CORP. 2002 STOCK OPTION PLAN
                           (Full Titles of the Plans)
                     -------------------------------------

WILLIAM A. DONIUS                                  COPIES TO:
PRESIDENT, CHIEF EXECUTIVE                         PAUL M. AGUGGIA, ESQUIRE
OFFICER AND DIRECTOR                               ERIC S. KRACOV, ESQUIRE
PULASKI FINANCIAL CORP.                            MULDOON MURPHY & FAUCETTE LLP
12300 OLIVE BOULEVARD                              5101 WISCONSIN AVENUE, N.W.
ST. LOUIS, MISSOURI 63141                          WASHINGTON, DC  20016
(314) 878-2210                                     (202) 362-0840
(Name and address, and telephone
number, including area code, of agent for service)

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

    If any of the securities being registered on this Form are to be offered
         on a delayed or continuous basis pursuant to Rule 415 under the
             Securities Act of 1933, check the following box. / X /
                                                              ----
=======================================================================================================
   Title of each Class of       Amount to be     Proposed Purchase  Estimated Aggregate   Registration
Securities to be Registered     Registered(1)    Price Per Share      Offering Price          Fee
-------------------------------------------------------------------------------------------------------
Common Stock                    175,000
$.01 par Value                  Shares (2)         $17.14 (3)           $2,999,500        $276.00
-------------------------------------------------------------------------------------------------------
Common Stock                    250,000
$.01 par Value                  Shares (4)         $19.60 (5)           $4,900,000        $451.00
-------------------------------------------------------------------------------------------------------
Common Stock                    87,522
$.01 par Value                  Shares (7)         $19.60 (5)           $1,715,428        $158.00
-------------------------------------------------------------------------------------------------------
Participation Interests (6)                                                                   (7)
=======================================================================================================
(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 Pulaski Bank Employees' Savings & Profit Sharing Plan and Trust, the
    Pulaski Financial Corp. 2002 Stock Option Plan and the Pulaski Financial
    Corp. Deferred Compensation Plan as the result of a stock split, stock
    dividend or similar adjustment of the outstanding common stock of Pulaski
    Financial Corp. pursuant to 17 C.F.R. ss.230.416(a).
(2) Represents the total number of shares currently reserved or available for
    issuance as options pursuant to the Pulaski Financial Corp. 2002 Stock
    Option Plan.
(3) Represents the weighted average price determined by the exercise price of
    $16.65 per share, at which options for 146,000 shares under the Pulaski
    Financial Corp. 2002 Stock Option Plan have been granted to date and the
    $19.60 closing price for the Company common stock
2

    as reported by the Nasdaq System on March 4, 2002 for which 29,000 shares
    have not yet been granted under the Pulaski Financial Corp. 2002 Stock
    Option Plan.
(4) Represents the total number of shares that may be issued pursuant to the
    Pulaski Financial Corp. Deferred Compensation Plan.
(5) Represents the closing price for the Company Common Stock on March 4, 2002,
    as reported by the Nasdaq System.
(6) In  addition, pursuant to 17 C.F.R. ss.230.416(c), this registration
    statement also covers an indeterminate amount of interests to be offered or
    sold pursuant to the employee benefit plans described herein based upon the
    maximum amount that could be issued under the plans pursuant to 17 C.F.R.
    ss.230.457(h).
(7) In accordance with 17 C.F.R. ss.230.457(h), where securities are to be
    offered pursuant to an employer benefit plan, the aggregate offering price
    and the amount of the registration fee shall be computed with respect to the
    maximum number of shares of Common Stock that may be purchased with the
    current assets of such Plan. Accordingly, no separate fee is required for
    the participation interests.

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: 127
Exhibit Index begins on Page 12.

                                        2
3

PULASKI FINANCIAL CORP.

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

ITEMS 1 & 2. The documents  containing the information for the Pulaski Financial
Corp.  (the "Company" or the  "Registrant")  2002 Stock Option Plan, the Pulaski
Financial  Corp.  Deferred  Compensation  Plan and the Pulaski  Bank  Employees'
Savings & Profit Sharing Plan and Trust (collectively,  the "Plans") required by
Part I of the  Registration  Statement will be sent or given to the participants
in the Plans as specified by Rule  428(b)(1).  Such documents are 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  Company's  Annual Report on Form 10-K for the fiscal year ended
September 30, 2001,  which includes the  consolidated  balance sheets of Pulaski
Financial  Corp.  and  subsidiaries  as of September 30, 2001 and 2000,  and the
related   consolidated   statements   of  income   and   comprehensive   income,
stockholders'  equity  and cash  flows for each of the  years in the  three-year
period ended  September  30,  2001,  together  with the related  notes (File No.
000-24571) as filed with the SEC on December 27, 2001.

        (b) The Form 10-Q report  filed by the  Company  for the fiscal  quarter
ended December 31, 2001 (File No. 000-24571),  as filed with the SEC on February
14, 2002.

        (c) The  description  of the  Company's  common  stock  contained in the
Company's  Form 8-A (File No.  000-24571),  as filed  with the SEC  pursuant  to
Section 12(g) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and
Rule  12b-15  promulgated  thereunder  on July 2,  1998 and  declared  effective
October 9, 1998 as  incorporated  by reference from the Company's Form S-1 (File
No. 333-56465) as amended, originally filed with the SEC on June 9, 1998.

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

ANY  STATEMENT  CONTAINED  IN  THIS  REGISTRATION  STATEMENT,  OR IN A  DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR

                                        3
4

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 Plans 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, D.C.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

        Section 145 of the Delaware  General  Corporation  Law  ("DGCL"),  inter
alia,  empowers a Delaware  corporation  to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the corporation),  by
reason of the fact that such person is or was a director,  officer,  employee or
agent of the corporation, or is or was serving at the request of the corporation
as a  director,  officer,  employee  or agent of another  corporation,  or other
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in  settlement  actually and  reasonably  incurred by the person in
connection  with such  action,  suit or  proceeding  if the person acted in good
faith and in a manner the person reasonably  believed to be in or not opposed to
the best interest of the  corporation,  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to believe the  person's  conduct was
unlawful.  Similar  indemnity is  authorized  for such person  against  expenses
(including  attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he  reasonably  believed
to be in or not opposed to the best interests of the  corporation,  and provided
further that (unless a court of competent  jurisdiction otherwise provides) such
person  shall  not  have  been  adjudged  liable  to the  corporation.  Any such
indemnification  may be made only as  authorized  in each  specific  case upon a
determination by the  shareholders or disinterested  directors or by independent
legal counsel in a written  opinion that  indemnification  is proper because the
indemnitee has met the applicable standard of conduct.

        Any such  indemnification  and  advancement  of expenses  provided under
Section  145 shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent and shall  inure to the  benefit  of such  person's
heirs, executors and administrators.

        Section 145 further  authorizes a  corporation  to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation or enterprise,
as a director,  officer, employee or agent of another corporation or enterprise,
against any  liability  asserted

                                        4
5

against  him, and  incurred by him in any such  capacity,  or arising out of his
status as such, whether or not the corporation would otherwise have the power to
indemnify him under Section 145.

        In accordance  with the DGCL (being Chapter 1 of Title 8 of the Delaware
Code),  Articles  16 and 17 of the  Registrant's  Certificate  of  Incorporation
provide for the indemnification of directors,  officers,  and other employees as
described below:

Article XVI.   Indemnification
------------------------------

        Article  XVI of  the  Pulaski  Financial  Certificate  of  Incorporation
provides  for the  indemnification  of any person  who is or was a  director  or
officer of the Company and any person who served at the  Company's  request as a
director,  officer,  employee, agent, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise.

        In the case of a threatened,  pending or completed  action or suit by or
in the right of the Company against such a person (i.e., a derivative suit), the
Company will indemnify him for expenses (including attorneys' fees but excluding
amounts paid in settlement) actually or reasonably incurred by him in connection
with the  defense or  settlement,  provided  he is  successful  on the merits or
otherwise;  or if he acted in good faith in the transaction  that is the subject
of the suit or action and in a manner he  reasonably  believed to be in the best
interest of the Company. This includes, but is not limited to, the taking of any
and all actions in connection with the Company's response to any tender offer or
any offer or proposal of another party to engage in a business  combination  not
approved  by the board of  directors.  However,  he will not be  indemnified  in
respect of any claim, issue or matter as to which he has been adjudged liable to
the Company unless (and only to the extent that) the court in which the suit was
brought determines, upon application,  that despite the adjudication but in view
of all the circumstances,  he is fairly and reasonably entitled to indemnity for
such expenses as the court deems proper.

        In the case of a  threatened,  pending  or  completed  suit,  action  or
proceeding  (whether civil,  criminal,  administrative or investigative),  other
than a suit by or in the right of the  Company  (i.e.,  a  nonderivative  suit),
against  an  indemnified  person by reason of his  holding a  position  with the
Company,  he will be  indemnified  only if he is  successful  on the  merits  or
otherwise,  or if he acted in good faith in the transaction  that is the subject
of the  nonderivative  suit and in a manner he reasonably  believed to be in, or
not opposed to, the best  interests of the Company,  including,  but not limited
to, the taking of any and all actions in connection with the Company's  response
to any tender  offer or any offer or  proposal  of another  party to engage in a
business  combination not approved by the board of directors,  and, with respect
to any criminal action or proceeding,  he had no reasonable cause to believe his
conduct was  unlawful.  The  termination  of a  nonderivative  suit by judgment,
order,  settlement,  conviction,  or  upon  a plea  of  NOLO  CONTENDERE  or its
equivalent will not, in itself,  create a presumption  that the person failed to
satisfy the foregoing standard.

        A  determination  that  the  indemnified  party  has met  the  standards
required for  indemnification in derivative and nonderivative  suits may be made
by a court,  or,  except in relation to the standard for a finding of good faith
action in a shareholder  derivative suit, by (1) a majority vote of the board of
directors of the Company who are not parties to the action,  suit or proceeding,
even though less than a quorum; or (2) independent legal counsel (appointed by a
majority of the disinterested directors of the Company, whether or not a quorum)
in a written opinion; or (3) the stockholders of the Company.

                                        5
6

        Anyone  making  a  determination  as to  whether  a  party  has  met the
standards required for  indemnification  may determine that a person has met the
standard as to some  matters but not as to others,  and may  reasonably  prorate
amounts to be indemnified.

        The Company may pay in advance any expenses (including  attorneys' fees)
that may  become  subject  to  indemnification  if (1) the  board  of  directors
authorizes  the  specific  payment  and (2) the  person  receiving  the  payment
undertakes in writing to repay the same if it is ultimately  determined  that he
is not entitled to indemnification.

        The  indemnification  and  advancement  of expenses  provided for in the
preceding paragraphs are not exclusive of any other rights to which a person may
be entitled by law or otherwise.

        The  indemnification  provided by Article  XVI of the Pulaski  Financial
Certificate of Incorporation will be deemed to be a contract between the Company
and the  persons  entitled  to  indemnification  thereunder,  and any  repeal or
modification  will not affect any rights or obligations  then existing,  and the
indemnification  and advance  payment  provided for above will  continue as to a
person who has ceased to hold a position with the Company, and will inure to his
heirs, executors and administrators.

        The Company may purchase and maintain  insurance on behalf of any person
who holds or who has held any position subject to  indemnification,  against any
liability incurred by him in any such position,  or arising out of his status as
such,  whether or not the Company  would have the power to indemnify him against
liability under the preceding paragraphs.

        If Article XVI or any portion of it is invalidated  on any ground,  then
the Company will  nevertheless  indemnify each director,  officer,  employee and
agent of the Company as to costs,  charges,  and expenses (including  attorneys'
fees),  judgments,  fines and amounts  paid in  settlement  with  respect to any
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative,  including  a  shareholder  derivative  suit,  to the full extent
permitted  by any  remaining  applicable  portion of Article XVI and to the full
extent permitted by applicable law.

Article XVII.   Elimination of Directors' Liability
---------------------------------------------------

        A director of the Company will not be  personally  liable to the Company
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
director,  except:  (1) for any breach of the director's  duty of loyalty to the
Company or its stockholders; (2) for acts or omissions not made in good faith or
which involve  intentional  misconduct or a knowing  violation of law; (3) under
Section  174 of the  DGCL;  or (4) for any  transaction  from  which a  director
derived  an  improper  personal  benefit.  If the  DGCL is  amended  to  further
eliminate or limit the personal liability of directors,  then the liability of a
director  of the Company  will be  eliminated  or limited to the fullest  extent
permitted by the DGCL, as amended.

        Any repeal or modification  of the foregoing by the  stockholders of the
Company shall not adversely  affect any right or protection of a director of the
Company existing at the time of such repeal or modification.

                                        6
7

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  LIST OF EXHIBITS.

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

        5      Opinion of Muldoon Murphy & Faucette LLP as to the legality of
               the common stock to be issued

        10.0   Pulaski Financial Corp. 2002 Stock Option Plan

        10.1   Pulaski Bank Employees' Savings & Profit Sharing Plan and Trust
               and Adoption Agreement

        10.2   Pulaski Financial Corp. Deferred Compensation Plan

        23.0   Consent of Muldoon Murphy & Faucette LLP (contained in the
               opinion included in Exhibit 5)

        23,1   Consent of Deloitte & Touche LLP

        23.2   Consent of Ernst & Young LLP

        24     Power of Attorney is located on the signature page
--------------------------
1  Incorporated herein by reference from Appendix A to the Proxy Statement on
   Form DEF 14A filed with the SEC on December 17, 2001.

ITEM 9.  UNDERTAKINGS

        The undersigned Registrant hereby undertakes:

        (1)    To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)    To include  any prospectus required by section 10(a)(3) of
                      the Securities Act of 1933;

               (ii)   To  reflect in  the prospectus any facts or events arising
                      after the effective date of the registration statement (or
                      the most recent  post-effective  amendment thereof) which,
                      individually or in the aggregate,  represent a fundamental
                      change in the  information  set forth in the  registration
                      statement; and

                                        7
8

               (iii)  To  include  any  material information with respect to the
                      plan  of  distribution  not  previously  disclosed  in the
                      registration  statement  or any  material  change  to such
                      information  in  the  Registration  Statement  unless  the
                      information  required  by (i)  and  (ii) is  contained  in
                      periodic  reports  filed  by the  Registrant  pursuant  to
                      Section  13  or  15(d)  of  the   Exchange  Act  that  are
                      incorporated   by   reference   into   this   Registration
                      Statement.

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

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

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

        Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 (the "Act") 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  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.

                                        8
9

                                   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 St. Louis, State of Missouri, on February 20, 2002.

                                      PULASKI FINANCIAL CORP.

                                      By: /s/ William A. Donius
                                          --------------------------------------
                                          William A. Donius
                                          President, Chief Executive Officer and
                                          Director

        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 date indicated.

        KNOW ALL MEN BY THESE PRESENT,  that each person whose signature appears
below  constitutes  and  appoints  William A. Donius and Ramsey K. Hamadi as his
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/ William A. Donius          President, Chief Executive      February 20, 2002
--------------------------     Officer and Director
William A. Donius              (principal executive officer)

/s/ Ramsey K. Hamadi           Chief Financial Officer         February 20, 2002
--------------------------     (principal financial and
Ramsey K. Hamadi               accounting officer)

                                        9
10

                                Director
-------------------------
Robert A. Ebel

                                Director
-------------------------
E. Douglas Britt

/s/ Garland A. Dorn             Director                       February 20, 2002
-------------------------
Garland A. Dorn

/s/ Thomas F. Hack              Director                       February 20, 2002
-------------------------
Thomas F. Hack

/s/ Dr. Edward J. Howenstein    Director                       February 20, 2002
-----------------------------
Dr. Edward J. Howenstein

                                       10
11

THE PLANS.

        Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who  administer the Pulaski Bank  Employees'  Savings & Profit
Sharing  Plan and Trust)  have duly  caused this  registration  statement  to be
signed on its behalf by the undersigned,  thereunto duly authorized, in the City
of St. Louis, State of Missouri, on February 25, 2002.

                           PULASKI BANK EMPLOYEES' SAVINGS & PROFIT SHARING PLAN
                           AND TRUST

                           By: /s/ Lisa Simpson
                               -----------------------------------
                               Lisa Simpson
                               Plan Administrator

                                       11
12
EXHIBIT INDEX
                                  -------------

                                                                                                   Sequentially
                                                                                                     Numbered
                                                                                                       Page
  Exhibit No.        Description                Method of Filing                                     Location
--------------       ---------------------      ------------------------------------------------   -------------
5             Opinion of MMF             Filed herewith.                                       Page 13

     10.0            Pulaski Financial          Incorporated herein by reference from Appendix A         --
                     Corp. 2002 Stock           to the Proxy Statement on Form DEF 14A filed
                     Option Plan                with the SEC on December 17, 2001.

     10.1            Pulaski Bank               Filed herewith.                                       Page 16
                     Employees' Savings &
                     Profit Sharing Plan
                     and Trust and
                     Adoption Agreement

     10.2            Pulaski Financial          Filed herewith.                                       Page 116
                     Corp. Director
                     Deferred
                     Compensation Plan

     23.0            Consent of MMF             Contained in Exhibit 5.                                  --

     23.1            Consent of Deloitte &      Filed herewith.                                       Page 127
                     Touche LLP

     23.2            Consent of Ernst &         Filed herewith.                                       Page 129
                     Young LLP

      24             Power of Attorney          Located on the signature page.                           --
12