<PAGE> 1

As filed with the Securities and Exchange Commission on April 18, 2000
                                                    Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                               PFSB BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

MISSOURI                                 6305                   31-1627743
(state or other jurisdiction of    (Primary Standard          (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                      123 W. LAFAYETTE STREET, P. O. BOX 72
                          PALMYRA, MISSOURI 63461-0072
                                 (573) 769-2134
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                               PFSB BANCORP, INC.
                         2000 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                        --------------------------------

                                          COPIES TO:
ELDON R. METTE                            PAUL M. AGUGGIA, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER     SUZANNE A. WALKER, ESQUIRE
PFSB BANCORP, INC.                        MULDOON, MURPHY & FAUCETTE LLP
123 W. LAFAYETTE STREET, P.O. BOX 72      5101 WISCONSIN AVENUE, N.W.
PALMYRA, MISSOURI 63461-0072              WASHINGTON, DC  20016
(573) 769-2134                            (202) 362-0840
(Name, address, including zip code, 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               55,900
    $.01 par Value             Shares (2)        $10.25 (3)        $572,975           $151
-------------------------------------------------------------------------------------------------
     Common Stock               22,360
    $.01 par Value             Shares (4)        $11.00 (5)        $245,960           $ 65
=================================================================================================
</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 PFSB Bancorp,  Inc. 2000  Stock-Based  Incentive Plan (the "Plan") as the
   result  of a  stock  split,  stock  dividend  or  similar  adjustment  of the
   outstanding  Common  Stock  of  PFSB  Bancorp,  Inc.  pursuant  to 17  C.F.R.
   Section 230.416(a).
(2)Represents  the  total  number  of shares currently reserved or available for
   issuance as options pursuant to the Plan.
(3)Exercise  price  of $10.25 per share at which options for 55,900 shares under
   the Plan have been granted to date.
(4)Represents  the  total number  of shares currently reserved  or available for
   issuance as restricted stock awards under the Plan.
(5)The  market  value of the Common Stock on April 11, 2000, at which the 22,360
   shares may be issued to satisfy restricted 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. SECTION 230.462.

Number of Pages 26
Exhibit Index begins on Page 9



<PAGE> 2



PFSB BANCORP, INC.

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

ITEMS 1 & 2. The documents containing the information for the PFSB Bancorp, Inc.
(the "Company" or the "Registrant") 2000 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 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 Form 10-KSB filed by the Registrant (File No.  000-25355) with the
SEC on December 28, 1999, which includes the consolidated balance sheets of PFSB
Bancorp,  Inc. and subsidiary as of September 30, 1999 and 1998, and the related
consolidated  statements  of income,  equity,  and cash flows for the years then
ended.

      (b) The Form 10-QSB filed by the  Registrant  for the fiscal quarter ended
December 31, 1999 (File No. 000-25355), filed with the SEC on February 14, 2000.

      (c) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No.  000-25355),  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 February 4, 1999 as  incorporated by reference from
the Company's Registration Statement on Form SB-2 (SEC File No. 333-69191).

      (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  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.





                                        2

<PAGE> 3



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 for
the Registrant by the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Missouri as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exist. This
indemnification applies to the Board of Directors who administer the Plan.

                          ARTICLE IX - INDEMNIFICATION

      9.1  The Corporation shall and does hereby  indemnify any person who is or
was a Director or executive officer of the Corporation or any subsidiary against
any and all expenses (including attorneys' fees),  judgments,  fines and amounts
paid in settlement and reasonably incurred by such person in connection with any
threatened,   pending  or   completed   civil,   criminal,   administrative   or
investigative  action, suit,  proceeding or claim (including any action by or in
the right of the  Corporation  or a subsidiary)  by reason of the fact that such
person is or was  serving  in such  capacity;  provided,  however,  that no such
                                               --------   -------
person shall be entitled to any  indemnification  pursuant to this Article IX on
account  of (i)  conduct  which  is  finally  adjudged  to have  been  knowingly
fraudulent or deliberately  dishonest or to have constituted willful misconduct,
or (ii) an accounting  for profits  pursuant to Section 16(b) of the  Securities
Exchange Act of 1934,  as amended from time to time,  or pursuant to a successor
statute or regulation.

      9.2  The  Corporation may, to the extent that the Board of Directors deems
appropriate and as set forth in a Bylaw or authorizing resolution, indemnify any
person  who is or was a  non-executive  officer,  or  employee  or  agent of the
Corporation  or any  subsidiary  or who is or was  serving at the request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust or other  enterprise  (including an employee
benefit  plan)  against  any  and  all  expenses  (including  attorneys'  fees),
judgements, fines and amounts paid in settlement and reasonably incurred by such
person in connection with any threatened,  pending or completed civil, criminal,
administrative or investigative  action, suit, proceeding or claim (including an
action by or in the right of the  Corporation  or a subsidiary) by reason of the
fact that such person is or was  serving in such  capacity;  provided,  however,
                                                             --------   -------
that no such person  shall be entitled to any  indemnification  pursuant to this
Section  9.2 on account of (i)  conduct  which is finally  adjudged to have been
knowingly  fraudulent or deliberately  dishonest or to have constituted  willful
misconduct,  or (ii) an accounting for profits  pursuant to Section 16(b) of the
Securities  Exchange Act of 1934, as amended from time to time, or pursuant to a
successor statute or regulation.

      9.3  The Corporation  may, to the extent that the Board of Directors deems
appropriate,  make advances of expenses,  including  attorneys'  fees,  incurred
prior  to  the  final  disposition  of  a  civil,  criminal,  administrative  or
investigative  action,  suit,  proceeding or claim (including an action by or in
the  right  of  the   Corporation  or  a  subsidiary)  to  any  person  to  whom
indemnification is or may be available under this Article IX; provided, however,
                                                              --------  -------
that prior to making  any  advances,  the  Corporation  shall  receive a written
undertaking by or on behalf of such person


                                       3


<PAGE> 4



to repay  such  amounts  advanced  in the  event  that it  shall  be  ultimately
determined that such person is not entitled to such indemnification.

      9.4 The indemnification and other rights provided by this Article IX shall
not be  deemed  exclusive  of any  other  rights  to  which  a  person  to  whom
indemnification  is or  otherwise  may be  available  (under  these  Articles of
Incorporation  or the  Bylaws  or any  agreement  or  vote  of  shareholders  or
disinterested  Directors or  otherwise),  may be entitled.  The  Corporation  is
authorized to purchase and maintain  insurance on behalf of the  Corporation  or
any person to whom  indemnification is or may be available against any liability
asserted  against  such person in, or arising out of,  such  person's  status as
Director, officer, employee or agent of the Corporation, any of its subsidiaries
or another corporation,  partnership,  joint venture,  trust or other enterprise
(including an employee benefit plan) which such person is serving at the request
of the Corporation.

      9.5  Each person to whom indemnification  is granted under this Article IX
is entitled to rely upon the  indemnification and other rights granted hereby as
a  contract  with the  Corporation  and such  person  and such  person's  heirs,
executors,  administrators  and estate shall be entitled to enforce  against the
Corporation  all  indemnification  and other  rights  granted to such  person by
Sections 9.1 and 9.3 and this Article IX. The  indemnification  and other rights
granted by Sections  9.1 and 9.3 and this Section 9.5 shall  survive  amendment,
modification or repeal of this Article IX, and no such  amendment,  modification
or repeal  shall act to reduce,  terminate  or  otherwise  adversely  affect the
rights  to  indemnification  granted  hereby,  with  respect  to  any  expenses,
judgments,  fines and amounts  paid in  settlement  incurred by a person to whom
indemnification  is  granted  under this  Article IX with  respect to an action,
suit,  proceeding  or claim that arises out of acts or  omissions of such person
that occurred prior to the effective  date of such  amendment,  modification  or
repeal.

      Any  indemnification  granted  by the  Board of  Directors  pursuant  this
Article IX shall inure to the person to whom the  indemnification is granted and
such person's heirs,  executors,  administrators  and estate; provided, however,
                                                              --------  -------
that such indemnification may be changed,  modified or repealed,  at any time or
from time to time, at the discretion of the Board of Directors, and the survival
of such  indemnification  shall be in  accordance  with terms  determined by the
Board of Directors.

      9.6  For the  purposes of this  Article  IX,  "subsidiary"  shall mean any
corporation,  partnership,  joint venture,  trust or other enterprise of which a
majority  of the voting  power,  equity or  ownership  interest  is  directly or
indirectly owned by the Corporation.



                                       4

<PAGE> 5



ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.


ITEM 8.   LIST OF EXHIBITS.

      The following exhibits are filed herewith (numbering corresponds generally
to Exhibit Table in Item 601 of Regulation S-K):

      4        PFSB Bancorp, Inc. 2000 Stock-Based Incentive Plan.

      5        Opinion of Muldoon, Murphy & Faucette LLP as to the legality of
               the Common Stock to be issued.

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

      23.1     Consent of Moore, Horton & Carlson, P.C.

      24       Power of Attorney is located on the signature pages.
--------------------------



                                      5

<PAGE> 6



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

            (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  annual report pursuant to Section 13(a) or 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 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
directors, 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.



                                      6

<PAGE> 7




                                   SIGNATURES

      Pursuant to the  requirements  of the Securities  Act, PSFB 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 Town of Palmyra, Missouri, on April 18, 2000.

                                    PFSB BANCORP, INC.



                                    By: /s/ Eldon R. Mette
                                        --------------------------------------
                                        Eldon R. Mette
                                        President & 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. Mette)  constitutes  and appoints Mr. Nelson and Mr. Mette
hereby  constitutes  and  appoints  Ronald  L.  Nelson,  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/ Eldon R. Mette             Chief Executive Officer           April 18, 2000
----------------------------   President and Director
Eldon R. Mette                 (principal executive officer)


/s/ Ronald L. Nelson           Vice President and                April 18, 2000
----------------------------   Treasurer
Ronald L. Nelson               (principal accounting
                               and financial officer)







<PAGE> 8



/s/ L. Edward Schaeffer       Chairman of the Board             April 18, 2000
---------------------------
L. Edward Schaeffer


/s/ Glenn J. Maddox           Vice Chairman of the Board        April 18, 2000
----------------------------
Glenn J. Maddox


/s/ Albert E. Davis           Director                          April 18, 2000
----------------------------
Albert E. Davis


/s/ Robert M. Dearing         Director                          April 18, 2000
----------------------------
Robert M. Dearing


/s/ James D. Lovegreen        Director                          April 18, 2000
----------------------------
James D. Lovegreen


/s/ Donald L. Slavin          Director                          April 18, 2000
----------------------------
Donald L. Slavin



<PAGE> 9
<TABLE>
<CAPTION>

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


                                                                                       Sequentially
                                                                                        Numbered
                                                                                          Page
Exhibit No.   Description                             Method of Filing                  Location
-----------   -------------------------------------   ------------------------------  -------------

  <S>         <C>                                      <C>                                 <C>
    4         PFSB Bancorp, Inc. 2000 Stock-           Filed herewith.                     --
              Based Incentive Program

    5         Opinion of Muldoon, Murphy               Filed herewith.
              Faucette LLP

  23.0        Consent of Muldoon, Murphy               Contained in Exhibit 5.
              Faucette LLP

  23.1        Accountants Consent                      Filed herewith.

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


</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23671}]
{"company-data": {"conformed-name": "PFSB BANCORP INC", "cik": "0001075118", "assigned-sic": "6035", "irs-number": "311627743", "state-of-incorporation": "MO", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35020", "film-number": "604042"}, "business-address": {"street1": "C/O PALMYRA SAVING AND BLD. ASSOCIATION", "street2": "123 W LAFAYETTE STREET", "city": "PALMYRA", "state": "MO", "zip": "63461", "phone": "5737692134"}, "mail-address": {"street1": "C/O PALMYRA SAVING AND BUILDING ASS", "street2": "123 W LAFAYETTE STREET", "city": "PALMYRA", "state": "MO", "zip": "63461"}}
1

As filed with the Securities and Exchange Commission on April 18, 2000
                                                    Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                               PFSB BANCORP, INC.
   (exact name of registrant as specified in its certificate of incorporation)

MISSOURI                                 6305                   31-1627743
(state or other jurisdiction of    (Primary Standard          (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                      123 W. LAFAYETTE STREET, P. O. BOX 72
                          PALMYRA, MISSOURI 63461-0072
                                 (573) 769-2134
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                               PFSB BANCORP, INC.
                         2000 STOCK-BASED INCENTIVE PLAN
                            (Full Title of the Plan)
                        --------------------------------

                                          COPIES TO:
ELDON R. METTE                            PAUL M. AGUGGIA, ESQUIRE
PRESIDENT AND CHIEF EXECUTIVE OFFICER     SUZANNE A. WALKER, ESQUIRE
PFSB BANCORP, INC.                        MULDOON, MURPHY & FAUCETTE LLP
123 W. LAFAYETTE STREET, P.O. BOX 72      5101 WISCONSIN AVENUE, N.W.
PALMYRA, MISSOURI 63461-0072              WASHINGTON, DC  20016
(573) 769-2134                            (202) 362-0840
(Name, address, including zip code, 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               55,900
    $.01 par Value             Shares (2)        $10.25 (3)        $572,975           $151
-------------------------------------------------------------------------------------------------
     Common Stock               22,360
    $.01 par Value             Shares (4)        $11.00 (5)        $245,960           $ 65
=================================================================================================
(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 PFSB Bancorp,  Inc. 2000  Stock-Based  Incentive Plan (the "Plan") as the
   result  of a  stock  split,  stock  dividend  or  similar  adjustment  of the
   outstanding  Common  Stock  of  PFSB  Bancorp,  Inc.  pursuant  to 17  C.F.R.
   Section 230.416(a).
(2)Represents  the  total  number  of shares currently reserved or available for
   issuance as options pursuant to the Plan.
(3)Exercise  price  of $10.25 per share at which options for 55,900 shares under
   the Plan have been granted to date.
(4)Represents  the  total number  of shares currently reserved  or available for
   issuance as restricted stock awards under the Plan.
(5)The  market  value of the Common Stock on April 11, 2000, at which the 22,360
   shares may be issued to satisfy restricted 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. SECTION 230.462.

Number of Pages 26
Exhibit Index begins on Page 9
2

PFSB BANCORP, INC.

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

ITEMS 1 & 2. The documents containing the information for the PFSB Bancorp, Inc.
(the "Company" or the "Registrant") 2000 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 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 Form 10-KSB filed by the Registrant (File No.  000-25355) with the
SEC on December 28, 1999, which includes the consolidated balance sheets of PFSB
Bancorp,  Inc. and subsidiary as of September 30, 1999 and 1998, and the related
consolidated  statements  of income,  equity,  and cash flows for the years then
ended.

      (b) The Form 10-QSB filed by the  Registrant  for the fiscal quarter ended
December 31, 1999 (File No. 000-25355), filed with the SEC on February 14, 2000.

      (c) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No.  000-25355),  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 February 4, 1999 as  incorporated by reference from
the Company's Registration Statement on Form SB-2 (SEC File No. 333-69191).

      (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  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.

                                        2
3

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 for
the Registrant by the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent  permissible by the general  corporation
law of Missouri as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exist. This
indemnification applies to the Board of Directors who administer the Plan.

                          ARTICLE IX - INDEMNIFICATION

      9.1  The Corporation shall and does hereby  indemnify any person who is or
was a Director or executive officer of the Corporation or any subsidiary against
any and all expenses (including attorneys' fees),  judgments,  fines and amounts
paid in settlement and reasonably incurred by such person in connection with any
threatened,   pending  or   completed   civil,   criminal,   administrative   or
investigative  action, suit,  proceeding or claim (including any action by or in
the right of the  Corporation  or a subsidiary)  by reason of the fact that such
person is or was  serving  in such  capacity;  provided,  however,  that no such
                                               --------   -------
person shall be entitled to any  indemnification  pursuant to this Article IX on
account  of (i)  conduct  which  is  finally  adjudged  to have  been  knowingly
fraudulent or deliberately  dishonest or to have constituted willful misconduct,
or (ii) an accounting  for profits  pursuant to Section 16(b) of the  Securities
Exchange Act of 1934,  as amended from time to time,  or pursuant to a successor
statute or regulation.

      9.2  The  Corporation may, to the extent that the Board of Directors deems
appropriate and as set forth in a Bylaw or authorizing resolution, indemnify any
person  who is or was a  non-executive  officer,  or  employee  or  agent of the
Corporation  or any  subsidiary  or who is or was  serving at the request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture,  trust or other  enterprise  (including an employee
benefit  plan)  against  any  and  all  expenses  (including  attorneys'  fees),
judgements, fines and amounts paid in settlement and reasonably incurred by such
person in connection with any threatened,  pending or completed civil, criminal,
administrative or investigative  action, suit, proceeding or claim (including an
action by or in the right of the  Corporation  or a subsidiary) by reason of the
fact that such person is or was  serving in such  capacity;  provided,  however,
                                                             --------   -------
that no such person  shall be entitled to any  indemnification  pursuant to this
Section  9.2 on account of (i)  conduct  which is finally  adjudged to have been
knowingly  fraudulent or deliberately  dishonest or to have constituted  willful
misconduct,  or (ii) an accounting for profits  pursuant to Section 16(b) of the
Securities  Exchange Act of 1934, as amended from time to time, or pursuant to a
successor statute or regulation.

      9.3  The Corporation  may, to the extent that the Board of Directors deems
appropriate,  make advances of expenses,  including  attorneys'  fees,  incurred
prior  to  the  final  disposition  of  a  civil,  criminal,  administrative  or
investigative  action,  suit,  proceeding or claim (including an action by or in
the  right  of  the   Corporation  or  a  subsidiary)  to  any  person  to  whom
indemnification is or may be available under this Article IX; provided, however,
                                                              --------  -------
that prior to making  any  advances,  the  Corporation  shall  receive a written
undertaking by or on behalf of such person

                                       3
4

to repay  such  amounts  advanced  in the  event  that it  shall  be  ultimately
determined that such person is not entitled to such indemnification.

      9.4 The indemnification and other rights provided by this Article IX shall
not be  deemed  exclusive  of any  other  rights  to  which  a  person  to  whom
indemnification  is or  otherwise  may be  available  (under  these  Articles of
Incorporation  or the  Bylaws  or any  agreement  or  vote  of  shareholders  or
disinterested  Directors or  otherwise),  may be entitled.  The  Corporation  is
authorized to purchase and maintain  insurance on behalf of the  Corporation  or
any person to whom  indemnification is or may be available against any liability
asserted  against  such person in, or arising out of,  such  person's  status as
Director, officer, employee or agent of the Corporation, any of its subsidiaries
or another corporation,  partnership,  joint venture,  trust or other enterprise
(including an employee benefit plan) which such person is serving at the request
of the Corporation.

      9.5  Each person to whom indemnification  is granted under this Article IX
is entitled to rely upon the  indemnification and other rights granted hereby as
a  contract  with the  Corporation  and such  person  and such  person's  heirs,
executors,  administrators  and estate shall be entitled to enforce  against the
Corporation  all  indemnification  and other  rights  granted to such  person by
Sections 9.1 and 9.3 and this Article IX. The  indemnification  and other rights
granted by Sections  9.1 and 9.3 and this Section 9.5 shall  survive  amendment,
modification or repeal of this Article IX, and no such  amendment,  modification
or repeal  shall act to reduce,  terminate  or  otherwise  adversely  affect the
rights  to  indemnification  granted  hereby,  with  respect  to  any  expenses,
judgments,  fines and amounts  paid in  settlement  incurred by a person to whom
indemnification  is  granted  under this  Article IX with  respect to an action,
suit,  proceeding  or claim that arises out of acts or  omissions of such person
that occurred prior to the effective  date of such  amendment,  modification  or
repeal.

      Any  indemnification  granted  by the  Board of  Directors  pursuant  this
Article IX shall inure to the person to whom the  indemnification is granted and
such person's heirs,  executors,  administrators  and estate; provided, however,
                                                              --------  -------
that such indemnification may be changed,  modified or repealed,  at any time or
from time to time, at the discretion of the Board of Directors, and the survival
of such  indemnification  shall be in  accordance  with terms  determined by the
Board of Directors.

      9.6  For the  purposes of this  Article  IX,  "subsidiary"  shall mean any
corporation,  partnership,  joint venture,  trust or other enterprise of which a
majority  of the voting  power,  equity or  ownership  interest  is  directly or
indirectly owned by the Corporation.

                                       4
5

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.   LIST OF EXHIBITS.

      The following exhibits are filed herewith (numbering corresponds generally
to Exhibit Table in Item 601 of Regulation S-K):

      4        PFSB Bancorp, Inc. 2000 Stock-Based Incentive Plan.

      5        Opinion of Muldoon, Murphy & Faucette LLP as to the legality of
               the Common Stock to be issued.

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

      23.1     Consent of Moore, Horton & Carlson, P.C.

      24       Power of Attorney is located on the signature pages.
--------------------------

                                      5
6

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

            (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  annual report pursuant to Section 13(a) or 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 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
directors, 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.

                                      6
7

                                   SIGNATURES

      Pursuant to the  requirements  of the Securities  Act, PSFB 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 Town of Palmyra, Missouri, on April 18, 2000.

                                    PFSB BANCORP, INC.

                                    By: /s/ Eldon R. Mette
                                        --------------------------------------
                                        Eldon R. Mette
                                        President & 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. Mette)  constitutes  and appoints Mr. Nelson and Mr. Mette
hereby  constitutes  and  appoints  Ronald  L.  Nelson,  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/ Eldon R. Mette             Chief Executive Officer           April 18, 2000
----------------------------   President and Director
Eldon R. Mette                 (principal executive officer)

/s/ Ronald L. Nelson           Vice President and                April 18, 2000
----------------------------   Treasurer
Ronald L. Nelson               (principal accounting
                               and financial officer)
8

/s/ L. Edward Schaeffer       Chairman of the Board             April 18, 2000
---------------------------
L. Edward Schaeffer

/s/ Glenn J. Maddox           Vice Chairman of the Board        April 18, 2000
----------------------------
Glenn J. Maddox

/s/ Albert E. Davis           Director                          April 18, 2000
----------------------------
Albert E. Davis

/s/ Robert M. Dearing         Director                          April 18, 2000
----------------------------
Robert M. Dearing

/s/ James D. Lovegreen        Director                          April 18, 2000
----------------------------
James D. Lovegreen

/s/ Donald L. Slavin          Director                          April 18, 2000
----------------------------
Donald L. Slavin
9
EXHIBIT INDEX
                                     -------------

                                                                                       Sequentially
                                                                                        Numbered
                                                                                          Page
Exhibit No.   Description                             Method of Filing                  Location
-----------   -------------------------------------   ------------------------------  -------------
4         PFSB Bancorp, Inc. 2000 Stock-           Filed herewith.                     --
              Based Incentive Program

    5         Opinion of Muldoon, Murphy               Filed herewith.
              Faucette LLP

  23.0        Consent of Muldoon, Murphy               Contained in Exhibit 5.
              Faucette LLP

  23.1        Accountants Consent                      Filed herewith.

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