<PAGE> 1

As filed with the Securities and Exchange Commission on August 4, 1999
                                                Registration No.333-
================================================================================
                       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 certificate of incorporation)

      DELAWARE                           6036                 43-1816913
(state or other jurisdiction of    (Primary Standard         (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                              12300 OLIVE BOULEVARD
                            ST. LOUIS, MO 63141-6434
                                 (314) 878-2210
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                          PULASKI BANK, A SAVINGS BANK
                             1994 STOCK OPTION PLAN
       (AS ASSUMED BY PULASKI FINANCIAL CORP. EFFECTIVE DECEMBER 2, 1998)

                          PULASKI BANK, A SAVINGS BANK
                   MANAGEMENT RECOGNITION AND DEVELOPMENT PLAN
       (AS ASSUMED BY PULASKI FINANCIAL CORP. EFFECTIVE DECEMBER 2, 1998)


WILLIAM A. DONIUS                         COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER     ERIC KRACOV, ESQUIRE
PULASKI FINANCIAL CORP.                   SUZANNE A. WALKER, ESQUIRE
12300 OLIVE BOULEVARD                     MULDOON, MURPHY & FAUCETTE, LLP
ST. LOUIS, MO 63141-6434                  5101 WISCONSIN AVENUE, N.W.
(314) 878-2210                            WASHINGTON, D.C.  20016
                                          (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

<TABLE>
<CAPTION>
===============================================================================================
Title of Securities   Amount to be   Proposed Purchase  Estimated Aggregate      Amount of
 to be Registered     Registered(1)   Price Per Share    Offering Price(2)    Registration Fee
-----------------------------------------------------------------------------------------------
  <S>                   <C>            <C>                <C>                       <C>
   Common Stock         99,648
  $.01 par Value        Shares (3)     $9.07(4)           $903,807                  $251
-----------------------------------------------------------------------------------------------
   Common Stock         23,915
  $.01 par Value        Shares (5)     $11.25(6)          $269,044                  $ 75
===============================================================================================
</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, A Savings Bank 1994 Stock Option Plan (the "Option  Plan"),
   and the Pulaski Bank, A Savings Bank  Management  Recognition and Development
   Plan  ("MRDP"),  as the result of a stock  split,  stock  dividend or similar
   adjustment  of the  outstanding  Common  Stock  of  Pulaski  Financial  Corp.
   ("PULB") pursuant to 17 C.F.R. Section 230.416(a).
(2)Estimated solely for purposes of calculating the registration fee.
(3)Pursuant  to  17 C.F.R.  Section 230.457(h)(1),  99,648 represents  the total
   number of shares  currently  reserved  or  available  for  issuance  upon the
   exercise of stock options pursuant to the Plan.
(4)Weighted average price of $9.07 per share at which options for  99,648 shares
   have been granted.
(5)Pursuant to  17 C.F.R.  Section  230.457(h)(1), 23,915  represents the  total
   number of shares granted as stock awards under the MRDP.
(6)$11.25 is  the fair market value of Pulaski  Financial Corp.  Common Stock as
   of July 30, 1999,  for which 23,915  shares have been granted as Stock Awards
   under the MRDP.

   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 34
Exhibit Index begins on Page 12


<PAGE> 2


PULASKI FINANCIAL CORP.

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

ITEMS 1 & 2. The documents  containing the  information  for the Pulaski Bank, A
Savings Bank 1994 Stock Option Plan (the "Option  Plan") and the Pulaski Bank, A
Savings Bank Management  Recognition and Development  Plan ("MRDP")  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) Pulaski Financial  Corp.'s (the "Company" or the "Registrant")  Annual
Report on Form 10-K for the fiscal year ended September 30, 1998, which includes
the  consolidated   statements  of  financial   condition  of  the  Company  and
subsidiaries  as of September  30, 1998 and 1997,  and the related  consolidated
statements of  operations,  changes in  stockholders'  equity and cash flows for
each of the years in the three-year  period ended  September 30, 1998,  together
with the  related  notes and the report of  Deloitte & Touche  LLP,  independent
auditors  dated  December 4, 1998 filed with the SEC on December  29, 1998 (File
No.000-24571).

      (b) Form 10-Q reports filed by Pulaski Financial Corp. (the "Company" or
the "Registrant") for the quarters ended March 31, 1999 and December 31, 1998
(File 000-24571) filed with the SEC on May 17, 1999 and February 16, 1999.

      (c) The description of Registrant's Common Stock contained in Registrant'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 declared  effective on
October 9, 1998.

      (d) All documents filed by the Company  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

                                      2

<PAGE> 3



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

ITEM 4.  DESCRIPTION OF SECURITIES

      The  Common  Stock  to be  offered  pursuant  to the  1994  Plan  has been
registered  pursuant  to  Section  12  of  the  Exchange  Act.  Accordingly,   a
description of the Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

      The  validity of the common stock  offered  hereby has been passed upon by
the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C. for the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

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

      In accordance  with the General  Corporation  Law of the State of Delaware
(being  Chapter  1 of  Title  8 of  the  Delaware  Code),  Article  XVI  of  the
Registrant's Certificate of Incorporation provide as follows:

XVI:

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

            1.    any  person  who  is  or  was  a  director  or officer of  the
Corporation; and

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

      B.  Extent  --  Derivative  Suits.  In case of a  threatened,  pending  or
          -----------------------------
completed action or suit by or in the right of the Corporation  against a person
named in paragraph A by reason of his

                                        3

<PAGE> 4



holding a position named in paragraph A, the  Corporation  shall  indemnify such
person if such person  satisfies  the  standard  in  paragraph  C, for  expenses
(including  attorneys' fees but excluding  amounts paid in settlement)  actually
and  reasonably  incurred  by such  person in  connection  with the  defense  or
settlement of the action or suit.

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

            1.    such person is successful on the merits or otherwise; or

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

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

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

            1.    such person is successful on the merits or otherwise; or

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

                                      4

<PAGE> 5



nonderivative suit by judgment, order, settlement, conviction, or upon a plea of
nolo  contendere or its  equivalent  shall not, in itself,  create a presumption
----------------
that the person failed to satisfy the standard of this paragraph E.2.

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

            1.   a majority vote of the directors of the Corporation 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  Corporation,  whether  or not a  quorum)  in a
written opinion; or

            3.    the stockholders of the Corporation.

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

      H.  Advance  Payment.  The  Corporation  may pay in advance  any  expenses
          ----------------
(including  attorneys' fees) which may become subject to  indemnification  under
paragraphs  A through G if (i) the board of  directors  authorizes  the specific
payment and (ii) the person receiving the payment undertakes in writing to repay
the same if it is  ultimately  determined  that such  person is not  entitled to
indemnification by the Corporation under paragraphs A through G.

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

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



                                        5

<PAGE> 6



      K.  Insurance.  The  Corporation  may purchase  and maintain  insurance on
          ---------
behalf  of any  director,  officer,  employee  or  agent of the  Corporation  or
subsidiary  or affiliate or another  corporation,  partnership,  joint  venture,
trust or other enterprise,  against any liability incurred by such person in any
such position,  or arising out of such person's  status as such,  whether or not
the Corporation would have power to indemnify such person against such liability
under paragraphs A through H.

      L.  Savings  Clause.  If this  Article XVI or any portion  hereof shall be
          ---------------
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall nevertheless indemnify each director,  officer,  employee, and
agent  of  the  Corporation  as  to  costs,  charges,  and  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal,  administrative, or
investigative,  including an action by or in the right of the Corporation to the
full extent  permitted by any applicable  portion of this Article XVI that shall
not have been invalidated and to the full extent permitted by applicable law.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.









                                        6

<PAGE> 7



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):

        3.1  Certificate of Incorporation of Pulaski  Financial Corp.1
        3.2  Bylaws of Pulaski  Financial Corp.1
        4.1  Pulaski Bank, A Savings Bank 1994 Stock Option Plan (as  assumed by
             Pulaski Financial Corp.)
        4.2  Pulaski  Bank,  A   Savings  Bank   Management   Recognition    and
             Development Plan (as assumed by Pulaski Financial Corp.)
        5.0  Opinion  of  Muldoon,  Murphy & Faucette  LLP as to the legality of
             the Common Stock registered hereby.
       23.1  Consent of Muldoon, Murphy & Faucette LLP (contained in the opinion
             included as Exhibit 5)
       23.2  Consent of Deloitte & Touche LLP
       24    Powers of Attorney (contained on the signature pages).
      --------------------------
      1  Incorporated  herein by  reference  from the Exhibit of the same number
         contained  in  the   Registration   Statement  on  Form  S-1  (SEC  No.
         333-56465), as amended.



                                        7

<PAGE> 8



ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which it offers or sells securities, a
            post-effective amendment to this Registration Statement to:

            (i)   Include  any  Prospectus  required  by Section 10(a)(3) of the
                  Securities Act;

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

            (iii) Include any additional or changed material  information on 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)   For  determining  liability  under the Securities Act, to treat each
            post-effective  amendment  as a new  Registration  Statement  of the
            securities offered,  and the offering of the securities at that time
            to be the initial bona fide offering thereof.

      (3)   To file a post-effective  amendment to remove from  registration any
            of the securities that remain unsold at the end of the Offering.

      (4)   That, for purposes of determining any liability under the Securities
            Act,  each filing of the  Registrant's  or the Plan's  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.


                                      8

<PAGE> 9



      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  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 SEC 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  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  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 will be governed by the final  adjudication  of
such issue.




                                      9

<PAGE> 10



                                  SIGNATURES

      Pursuant  to the  requirements  of the  Securities  Act of  1933,  Pulaski
Financial Corp.  certifies that is 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 St. Louis, MO on August 4, 1999.


                                      PULASKI FINANCIAL CORP.


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


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

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr. Donius')  constitutes  and appoints  William A. Donius and
Mr. Donius appoints Michael J. Donius,  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/ William A. Donius           President and
--------------------------      Chief Executive Officer           August 4, 1999
William A. Donius               (principal executive officer)


/s/ Thomas F. Hack              Chief Financial Officer,          August 4, 1999
--------------------------      Treasurer and Director
Thomas F. Hack                  (principal financial
                                and accounting officer)






                                       10

<PAGE> 11





/s/ Michael J. Donius           Executive Vice President,         August 4, 1999
--------------------------      Chief Operating Officer and
Michael J. Donius               Director




/s/ Garland A. Dorn              Director                         August 4, 1999
--------------------------
Garland A. Dorn




/s/ Robert A. Ebel               Director                         August 4, 1999
---------------------------
Robert A. Ebel



/s/ E. Douglas Brit              Director                         August 4, 1999
---------------------------
E. Douglas Brit



/s/ Dr. Edward J. Howenstein     Director                         August 4, 1999
-----------------------------
Dr. Edward J. Howenstein





                                       11

<PAGE> 12
<TABLE>
<CAPTION>

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

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

   <S>       <C>                                   <C>                                                 <C>
   3.1       Certificate of Incorporation          Incorporated herein by reference
             Pulaski Financial Corp.               from the Exhibits of the
                                                   Registrant's  Registration Statement on
                                                   Form  S-1   filed   with  the  SEC  and
                                                   declared effective on October 9, 1998.

   3.2       Bylaws of Pulaski Financial Corp.     Incorporated herein by reference
                                                   from the Exhibits of the
                                                   Registrant's Registration Statement
                                                   on Form S-1 filed with the SEC and
                                                   declared effective on October 9,
                                                   1998.

   4         Stock Certificate of Pulaski          Incorporated herein by reference                    --
             Financial Corp.                       from the Exhibits of the Registrant's
                                                   Registration   Statement  on  Form  S-1
                                                   filed   with   the  SEC  and   declared
                                                   effective on October 9, 1998.

   4.1       Pulaski Bank, A Savings Bank 1994     Filed herewith.                                     13
             Stock Option Plan (as assumed by
             Pulaski Financial Corp.)

   4.2       Pulaski Bank, A Savings Bank          Filed herewith.                                     22
             Management Recognition and
             Development Plan (as assumed
             by Pulaski Financial Corp.)

   5.0       Opinion of Muldoon, Murphy &          Filed herewith.                                     29
             Faucette LLP as to the legality of
             the Common Stock registered
             hereby.

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

  23.2       Consent of Deloitte & Touche LLP      Filed herewith.                                     32

   24        Power of Attorney (contained on       Located on the signature page.                      --
             the signature pages)

</TABLE>



                                       12
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1

As filed with the Securities and Exchange Commission on August 4, 1999
                                                Registration No.333-
================================================================================
                       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 certificate of incorporation)

      DELAWARE                           6036                 43-1816913
(state or other jurisdiction of    (Primary Standard         (IRS Employer
incorporation or organization)  Classification Code Number)  Identification No.)

                              12300 OLIVE BOULEVARD
                            ST. LOUIS, MO 63141-6434
                                 (314) 878-2210
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                          PULASKI BANK, A SAVINGS BANK
                             1994 STOCK OPTION PLAN
       (AS ASSUMED BY PULASKI FINANCIAL CORP. EFFECTIVE DECEMBER 2, 1998)

                          PULASKI BANK, A SAVINGS BANK
                   MANAGEMENT RECOGNITION AND DEVELOPMENT PLAN
       (AS ASSUMED BY PULASKI FINANCIAL CORP. EFFECTIVE DECEMBER 2, 1998)

WILLIAM A. DONIUS                         COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER     ERIC KRACOV, ESQUIRE
PULASKI FINANCIAL CORP.                   SUZANNE A. WALKER, ESQUIRE
12300 OLIVE BOULEVARD                     MULDOON, MURPHY & FAUCETTE, LLP
ST. LOUIS, MO 63141-6434                  5101 WISCONSIN AVENUE, N.W.
(314) 878-2210                            WASHINGTON, D.C.  20016
                                          (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
===============================================================================================
Title of Securities   Amount to be   Proposed Purchase  Estimated Aggregate      Amount of
 to be Registered     Registered(1)   Price Per Share    Offering Price(2)    Registration Fee
-----------------------------------------------------------------------------------------------
Common Stock         99,648
  $.01 par Value        Shares (3)     $9.07(4)           $903,807                  $251
-----------------------------------------------------------------------------------------------
   Common Stock         23,915
  $.01 par Value        Shares (5)     $11.25(6)          $269,044                  $ 75
===============================================================================================
(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, A Savings Bank 1994 Stock Option Plan (the "Option  Plan"),
   and the Pulaski Bank, A Savings Bank  Management  Recognition and Development
   Plan  ("MRDP"),  as the result of a stock  split,  stock  dividend or similar
   adjustment  of the  outstanding  Common  Stock  of  Pulaski  Financial  Corp.
   ("PULB") pursuant to 17 C.F.R. Section 230.416(a).
(2)Estimated solely for purposes of calculating the registration fee.
(3)Pursuant  to  17 C.F.R.  Section 230.457(h)(1),  99,648 represents  the total
   number of shares  currently  reserved  or  available  for  issuance  upon the
   exercise of stock options pursuant to the Plan.
(4)Weighted average price of $9.07 per share at which options for  99,648 shares
   have been granted.
(5)Pursuant to  17 C.F.R.  Section  230.457(h)(1), 23,915  represents the  total
   number of shares granted as stock awards under the MRDP.
(6)$11.25 is  the fair market value of Pulaski  Financial Corp.  Common Stock as
   of July 30, 1999,  for which 23,915  shares have been granted as Stock Awards
   under the MRDP.

   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 34
Exhibit Index begins on Page 12
2

PULASKI FINANCIAL CORP.

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

ITEMS 1 & 2. The documents  containing the  information  for the Pulaski Bank, A
Savings Bank 1994 Stock Option Plan (the "Option  Plan") and the Pulaski Bank, A
Savings Bank Management  Recognition and Development  Plan ("MRDP")  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) Pulaski Financial  Corp.'s (the "Company" or the "Registrant")  Annual
Report on Form 10-K for the fiscal year ended September 30, 1998, which includes
the  consolidated   statements  of  financial   condition  of  the  Company  and
subsidiaries  as of September  30, 1998 and 1997,  and the related  consolidated
statements of  operations,  changes in  stockholders'  equity and cash flows for
each of the years in the three-year  period ended  September 30, 1998,  together
with the  related  notes and the report of  Deloitte & Touche  LLP,  independent
auditors  dated  December 4, 1998 filed with the SEC on December  29, 1998 (File
No.000-24571).

      (b) Form 10-Q reports filed by Pulaski Financial Corp. (the "Company" or
the "Registrant") for the quarters ended March 31, 1999 and December 31, 1998
(File 000-24571) filed with the SEC on May 17, 1999 and February 16, 1999.

      (c) The description of Registrant's Common Stock contained in Registrant'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 declared  effective on
October 9, 1998.

      (d) All documents filed by the Company  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

                                      2
3

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

ITEM 4.  DESCRIPTION OF SECURITIES

      The  Common  Stock  to be  offered  pursuant  to the  1994  Plan  has been
registered  pursuant  to  Section  12  of  the  Exchange  Act.  Accordingly,   a
description of the Common Stock is not required herein.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

      The  validity of the common stock  offered  hereby has been passed upon by
the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C. for the Registrant.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR.

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

      In accordance  with the General  Corporation  Law of the State of Delaware
(being  Chapter  1 of  Title  8 of  the  Delaware  Code),  Article  XVI  of  the
Registrant's Certificate of Incorporation provide as follows:

XVI:

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

            1.    any  person  who  is  or  was  a  director  or officer of  the
Corporation; and

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

      B.  Extent  --  Derivative  Suits.  In case of a  threatened,  pending  or
          -----------------------------
completed action or suit by or in the right of the Corporation  against a person
named in paragraph A by reason of his

                                        3
4

holding a position named in paragraph A, the  Corporation  shall  indemnify such
person if such person  satisfies  the  standard  in  paragraph  C, for  expenses
(including  attorneys' fees but excluding  amounts paid in settlement)  actually
and  reasonably  incurred  by such  person in  connection  with the  defense  or
settlement of the action or suit.

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

            1.    such person is successful on the merits or otherwise; or

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

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

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

            1.    such person is successful on the merits or otherwise; or

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

                                      4
5

nonderivative suit by judgment, order, settlement, conviction, or upon a plea of
nolo  contendere or its  equivalent  shall not, in itself,  create a presumption
----------------
that the person failed to satisfy the standard of this paragraph E.2.

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

            1.   a majority vote of the directors of the Corporation 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  Corporation,  whether  or not a  quorum)  in a
written opinion; or

            3.    the stockholders of the Corporation.

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

      H.  Advance  Payment.  The  Corporation  may pay in advance  any  expenses
          ----------------
(including  attorneys' fees) which may become subject to  indemnification  under
paragraphs  A through G if (i) the board of  directors  authorizes  the specific
payment and (ii) the person receiving the payment undertakes in writing to repay
the same if it is  ultimately  determined  that such  person is not  entitled to
indemnification by the Corporation under paragraphs A through G.

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

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

                                        5
6

      K.  Insurance.  The  Corporation  may purchase  and maintain  insurance on
          ---------
behalf  of any  director,  officer,  employee  or  agent of the  Corporation  or
subsidiary  or affiliate or another  corporation,  partnership,  joint  venture,
trust or other enterprise,  against any liability incurred by such person in any
such position,  or arising out of such person's  status as such,  whether or not
the Corporation would have power to indemnify such person against such liability
under paragraphs A through H.

      L.  Savings  Clause.  If this  Article XVI or any portion  hereof shall be
          ---------------
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall nevertheless indemnify each director,  officer,  employee, and
agent  of  the  Corporation  as  to  costs,  charges,  and  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal,  administrative, or
investigative,  including an action by or in the right of the Corporation to the
full extent  permitted by any applicable  portion of this Article XVI that shall
not have been invalidated and to the full extent permitted by applicable law.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                        6
7

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):

        3.1  Certificate of Incorporation of Pulaski  Financial Corp.1
        3.2  Bylaws of Pulaski  Financial Corp.1
        4.1  Pulaski Bank, A Savings Bank 1994 Stock Option Plan (as  assumed by
             Pulaski Financial Corp.)
        4.2  Pulaski  Bank,  A   Savings  Bank   Management   Recognition    and
             Development Plan (as assumed by Pulaski Financial Corp.)
        5.0  Opinion  of  Muldoon,  Murphy & Faucette  LLP as to the legality of
             the Common Stock registered hereby.
       23.1  Consent of Muldoon, Murphy & Faucette LLP (contained in the opinion
             included as Exhibit 5)
       23.2  Consent of Deloitte & Touche LLP
       24    Powers of Attorney (contained on the signature pages).
      --------------------------
      1  Incorporated  herein by  reference  from the Exhibit of the same number
         contained  in  the   Registration   Statement  on  Form  S-1  (SEC  No.
         333-56465), as amended.

                                        7
8

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)   To file, during any period in which it offers or sells securities, a
            post-effective amendment to this Registration Statement to:

            (i)   Include  any  Prospectus  required  by Section 10(a)(3) of the
                  Securities Act;

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

            (iii) Include any additional or changed material  information on 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)   For  determining  liability  under the Securities Act, to treat each
            post-effective  amendment  as a new  Registration  Statement  of the
            securities offered,  and the offering of the securities at that time
            to be the initial bona fide offering thereof.

      (3)   To file a post-effective  amendment to remove from  registration any
            of the securities that remain unsold at the end of the Offering.

      (4)   That, for purposes of determining any liability under the Securities
            Act,  each filing of the  Registrant's  or the Plan's  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.

                                      8
9

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  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 SEC 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  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  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 will be governed by the final  adjudication  of
such issue.

                                      9
10

                                  SIGNATURES

      Pursuant  to the  requirements  of the  Securities  Act of  1933,  Pulaski
Financial Corp.  certifies that is 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 St. Louis, MO on August 4, 1999.

                                      PULASKI FINANCIAL CORP.

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

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

      KNOW ALL MEN BY THESE PRESENT,  that each person whose  signature  appears
below (other than Mr. Donius')  constitutes  and appoints  William A. Donius and
Mr. Donius appoints Michael J. Donius,  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/ William A. Donius           President and
--------------------------      Chief Executive Officer           August 4, 1999
William A. Donius               (principal executive officer)

/s/ Thomas F. Hack              Chief Financial Officer,          August 4, 1999
--------------------------      Treasurer and Director
Thomas F. Hack                  (principal financial
                                and accounting officer)

                                       10
11

/s/ Michael J. Donius           Executive Vice President,         August 4, 1999
--------------------------      Chief Operating Officer and
Michael J. Donius               Director

/s/ Garland A. Dorn              Director                         August 4, 1999
--------------------------
Garland A. Dorn

/s/ Robert A. Ebel               Director                         August 4, 1999
---------------------------
Robert A. Ebel

/s/ E. Douglas Brit              Director                         August 4, 1999
---------------------------
E. Douglas Brit

/s/ Dr. Edward J. Howenstein     Director                         August 4, 1999
-----------------------------
Dr. Edward J. Howenstein

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

                                                                                               Sequentially
                                                                                                 Numbered
                                                                                                   Page
Exhibit No.  Description                           Method of Filing                              Location
----------   ------------------------------        ------------------------------------------   -------------
3.1       Certificate of Incorporation          Incorporated herein by reference
             Pulaski Financial Corp.               from the Exhibits of the
                                                   Registrant's  Registration Statement on
                                                   Form  S-1   filed   with  the  SEC  and
                                                   declared effective on October 9, 1998.

   3.2       Bylaws of Pulaski Financial Corp.     Incorporated herein by reference
                                                   from the Exhibits of the
                                                   Registrant's Registration Statement
                                                   on Form S-1 filed with the SEC and
                                                   declared effective on October 9,
                                                   1998.

   4         Stock Certificate of Pulaski          Incorporated herein by reference                    --
             Financial Corp.                       from the Exhibits of the Registrant's
                                                   Registration   Statement  on  Form  S-1
                                                   filed   with   the  SEC  and   declared
                                                   effective on October 9, 1998.

   4.1       Pulaski Bank, A Savings Bank 1994     Filed herewith.                                     13
             Stock Option Plan (as assumed by
             Pulaski Financial Corp.)

   4.2       Pulaski Bank, A Savings Bank          Filed herewith.                                     22
             Management Recognition and
             Development Plan (as assumed
             by Pulaski Financial Corp.)

   5.0       Opinion of Muldoon, Murphy &          Filed herewith.                                     29
             Faucette LLP as to the legality of
             the Common Stock registered
             hereby.

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

  23.2       Consent of Deloitte & Touche LLP      Filed herewith.                                     32

   24        Power of Attorney (contained on       Located on the signature page.                      --
             the signature pages)
12