<PAGE> 1


     As filed with the Securities and Exchange Commission on August 22, 2002
                                                  Registration No. 333-______

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          GREAT AMERICAN BANCORP, INC.
             (exact name of registrant as specified in its charter)

             DELAWARE                                   52-1923366
   (State or other jurisdiction of            (IRS Employer Identification No.)
   incorporation or organization)

                             1311 SOUTH NEIL STREET
                         CHAMPAIGN, ILLINOIS 61824-1010
          (Address, including zip code of principal executive offices)

                 FIRST FEDERAL SAVINGS BANK OF CHAMPAIGN-URBANA
                    SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
                            (Full Title of the Plan)
                      -----------------------------------

                                          COPIES TO:
GEORGE R. ROUSE                           LAWRENCE M.F. SPACCASI, ESQ.
PRESIDENT AND CHIEF EXECUTIVE OFFICER     MULDOON MURPHY & FAUCETTE LLP
GREAT AMERICAN BANCORP, INC.              5101 WISCONSIN AVENUE, N.W.
1311 SOUTH NEIL STREET                    WASHINGTON, D.C.  20016
CHAMPAIGN, ILLINOIS 61824-1010            (202) 362-0840
(217) 356-2265
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

<TABLE>
<CAPTION>
=================================================================================================
      Title of             Amount          Proposed Maximum      Proposed Maximum    Amount of
  Securities to be    to be Registered    Offering Price Per   Aggregate Offering   Registration
     Registered              (1)               Share                 Price(2)           Fee
-------------------------------------------------------------------------------------------------
   <S>                  <C>                   <C>                   <C>                <C>
    Common Stock
   $.01 par Value       73,750 Shares         $24.00(3)             $1,770,000         $163
-------------------------------------------------------------------------------------------------
    Participation
      Interests              (4)                                                        (5)
=================================================================================================
</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 First Federal Savings Bank of Champaign-Urbana Savings and Employee
    Stock Ownership Plan (the "Plan") as the result of a stock split, stock
    dividend or similar adjustment of the outstanding common stock of Great
    American Bancorp, Inc. (the "Registrant") pursuant to 17 C.F.R.
    Section 230.416(a).
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The average of the high and low price of the Registrant's common stock as
    reported on August 19, 2002 in accordance with 17 C.F.R. Section 230.457(c).
(4) In addition, pursuant to 17 C.F.R. Section 230.416(c), this registration
    statement also covers an indeterminate amount of interests to be offered or
    sold pursuant to the Plan.
(5) In accordance with 17 C.F.R. Section 230.457(h)(1), where securities are to
    be offered pursuant to an employer benefit plan, the aggregate offering
    price and the amount of the registration fee shall be computed with respect
    to the maximum number of the Registrant's securities issuable under the Plan
    that are covered by this registration statement. Accordingly, no separate
    fee is required for the participation interests.

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



<PAGE> 2



GREAT AMERICAN BANCORP, INC.

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

ITEMS 1 & 2.  PLAN INFORMATION AND REGISTRANT INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION

The documents  containing the  information for the First Federal Savings Bank of
Champaign-Urbana Savings and Employee Stock Ownership 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 DOCUMENTS BY REFERENCE

      (a)   Annual  Report on Form 10-KSB  filed with the SEC by Great  American
            Bancorp, Inc. (the "Registrant" or "Corporation") (File No. 0-25808)
            on March 27,  2002,  which  contains  audited  consolidated  balance
            sheets for the  Registrant  as of December 31, 2001 and 2000 and the
            related consolidated  statements of income,  consolidated statements
            of stockholders'  equity and  consolidated  statements of cash flows
            for the years then ended.

      (b)   Quarterly   Reports   on   Form  10-QSB  filed  with  the SEC by the
            Registrant on May 15, 2002 and August 13, 2002 (File No. 0-25808).

      (c)   The   description  of   Registrant's   common  stock   contained  in
            Registrant's  Form 8-A (File No. 0-  25808),  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 April
            5, 1995.

      (d)   The  Plan's annual report on Form 11-K filed with the SEC on  August
            22, 2002.

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

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

ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.




                                        2

<PAGE> 3



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 Board of Directors who administer the Plan.

      In accordance  with the General  Corporation  Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:

TENTH:
-----

A. Each person who was or is made a party or is threatened to be made a party to
or is  otherwise  involved in any action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact that he or she is or was a  Director  or an  Officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

B. The right to  indemnification  conferred in Section A of this  Article  TENTH
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in advance of its final  disposition  (hereinafter
and "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires,  an advancement of expenses  incurred by an indemnitee
in his or her capacity as a Director or Officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  services  to an  employee  benefit  plan)  shall be made  only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final   adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.  The rights to  indemnification  and to the advancement of
expenses  conferred in Sections A and B of this Article  TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director,  Officer,  employee  or agent and shall  inure to the  benefit  of the
indemnitee's heirs, executors and administrators.

C. If a claim under  Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
expenses of  prosecuting or defending such suit. In: (i) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that;  and (ii) in any suit by the  Corporation to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met any applicable standard for indemnification set forth



                                        3

<PAGE> 4



in the Delaware General  Corporation Law. Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article TENTH or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this  Article  TENTH shall not be  exclusive of any other right which any person
may have or hereafter acquire under any statute,  the Corporation's  Certificate
of  Incorporation,  Bylaws,  agreement,  vote of stockholders  or  Disinterested
Directors or otherwise.

E. The Corporation may maintain insurance, at its expense, to protect itself and
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  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

F. The Corporation may, to the extent  authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any  employee  or agent  of the  Corporation  to the  fullest  extent  of the
provisions  of this  Article  TENTH  with  respect  to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:
--------

A Director of this Corporation shall not be personally liable to the Corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
Director,  except for liability:  (i) for any breach of the  Director's  duty of
loyalty to the Corporation or its  stockholders;  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law; (iii) under Section 174 of the Delaware  General  Corporation  Law; or (iv)
for any  transaction  from  which the  Director  derived  an  improper  personal
benefit.  If the  Delaware  General  Corporation  Law is  amended  to  authorize
corporate  action  further  eliminating  or limiting the  personal  liability of
Directors,  then  the  liability  of a  Director  of the  Corporation  shall  be
eliminated or limited to the fullest  extent  permitted by the Delaware  General
Corporation Law, as so amended.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

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

      (a)   List of Exhibits (filed herewith unless otherwise noted)

            4     Stock Certificate of Great American Bancorp, Inc.*
            5     Tax opinion not  required.  The  Registrant  has  submitted or
                  hereby undertakes to submit the Plan and any amendment thereto
                  to the Internal Revenue Service ("IRS") in a timely manner and
                  has made or will make all changes required by the IRS in order
                  to qualify the Plan.



                                        4

<PAGE> 5



            10    First Federal Savings Bank of Champaign-Urbana Savings and
                  Employee Stock Ownership Plan
            23.0  Consent of BKD, LLP
            24    Power of Attorney (contained on the signature pages).
------------------------
*Incorporated  herein by reference  into this document from the Exhibits to Form
S-1, Registration  Statement,  as amended, filed on March 24, 1995, Registration
No. 33-90614.

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

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

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

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

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

      (4)   The  undersigned  registrant  undertakes  that,  for the 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  (and,  where
            applicable,  each filing of an employee benefit plan's annual report
            pursuant to Section  15(d) of the  Securities  Exchange Act of 1934)
            that is incorporated by reference in the securities offered therein,
            and the offering of such  securities at that time shall be deemed to
            be the initial BONA FIDE offering thereof.

      (5)   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


                                        5

<PAGE> 6



            Commission  such   indemnification   is  against  public  policy  as
            expressed in such Act and is, therefore, unenforceable. In the event
            that a claim for  indemnification  against such  liabilities  (other
            than the payment by the registrant of expenses incurred or paid by a
            director,  officer or  controlling  person of the  Registrant in the
            successful defense of any action, suit or proceeding) is asserted by
            such director,  officer or controlling person in connection with the
            securities  being  registered,  the registrant  will,  unless in the
            opinion of its  counsel the matter has been  settled by  controlling
            precedent,  submit  to  a  court  of  appropriate  jurisdiction  the
            question whether such indemnification by it is against public policy
            as  expressed  in  the  Act  and  will  be  governed  by  the  final
            adjudication of such issue.



                                        6

<PAGE> 7



                                   SIGNATURES

      THE  REGISTRANT.  Pursuant to the  requirements  of the  Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the city of Champaign, state of Illinois on the 22nd day of
August, 2002.

                                    GREAT AMERICAN BANCORP, INC.


                                    By: /s/ George R. Rouse
                                        ----------------------------------------
                                        George R. Rouse
                                        President and Chief Executive Officer

    KNOW ALL MEN BY THESE  PRESENT,  that each person  whose  signature  appears
below (other than Mr. Rouse)  constitutes  and appoints  George R. Rouse and Mr.
Rouse  hereby  constitutes  and appoints  Jane F. Adams,  as the true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for  him  or her  and in his or her  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.

    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.

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


/s/ George R. Rouse           President and Chief                August 22, 2002
----------------------        Executive Officer
George R. Rouse               (principal executive officer)


/s/ Ronald E. Guenther        Chairman of the Board              August 22, 2002
----------------------
Ronald E. Guenther


/s/ Ronald Kiddoo             Director                           August 22, 2002
----------------------
Ronald Kiddoo


/s/ Clinton C. Atkins         Director                           August 22, 2002
----------------------
Clinton C. Atkins


/s/ Jack B. Troxell           Director                           August 22, 2002
----------------------
Jack B. Troxell


/s/ Jane F. Adams             Chief Financial Officer,           August 22, 2002
----------------------        Secretary and Treasurer
Jane F. Adams                 (principal financial and
                              accounting officer)



                                        7

<PAGE> 8



THE PLAN.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized  in the  city of  Champaign,  state of
Illinois on August 22, 2002.


                              FIRST FEDERAL SAVINGS BANK OF CHAMPAIGN-
                              URBANA SAVINGS AND EMPLOYEE STOCK OWNERSHIP
                              PLAN


                                By: /s/ Jane F. Adams
                                    -----------------------------
                                    Jane F. Adams
                                    Plan Administrator



                                        8

<PAGE> 9
<TABLE>
<CAPTION>



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





 Exhibit No.     Description            Method of Filing
------------     ------------------     ------------------------------

    <S>          <C>                    <C>
     4           Stock Certificate of   Incorporated by reference.
                 Great American
                 Bancorp, Inc.

     10          First Federal Savings  Filed herewith.
                 Bank of Champaign-
                 Urbana Savings and
                 Employee Stock
                 Ownership Plan

     23          Consent of BKD,        Filed herewith.
                 LLP

     24          Power of Attorney      Located on the signature page.



</TABLE>


                                        9
[{"type": "S-8", "sequence": "1", "filename": "greatamericans-8.txt", "secsgml_size_bytes": 27640}]
{"company-data": {"conformed-name": "GREAT AMERICAN BANCORP INC", "cik": "0000943064", "assigned-sic": "6035", "irs-number": "521923366", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-98519", "film-number": "02745440"}, "business-address": {"street1": "1311 SOUTH NEIL ST", "street2": "PO BOX 1010", "city": "CHAMPAIGN", "state": "IL", "zip": "61824-1010", "phone": "2173562265"}, "mail-address": {"street1": "1311 SOUTH NEIL ST", "city": "CHAMPAIGN", "state": "IL", "zip": "61824"}}
1

     As filed with the Securities and Exchange Commission on August 22, 2002
                                                  Registration No. 333-______

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          GREAT AMERICAN BANCORP, INC.
             (exact name of registrant as specified in its charter)

             DELAWARE                                   52-1923366
   (State or other jurisdiction of            (IRS Employer Identification No.)
   incorporation or organization)

                             1311 SOUTH NEIL STREET
                         CHAMPAIGN, ILLINOIS 61824-1010
          (Address, including zip code of principal executive offices)

                 FIRST FEDERAL SAVINGS BANK OF CHAMPAIGN-URBANA
                    SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
                            (Full Title of the Plan)
                      -----------------------------------

                                          COPIES TO:
GEORGE R. ROUSE                           LAWRENCE M.F. SPACCASI, ESQ.
PRESIDENT AND CHIEF EXECUTIVE OFFICER     MULDOON MURPHY & FAUCETTE LLP
GREAT AMERICAN BANCORP, INC.              5101 WISCONSIN AVENUE, N.W.
1311 SOUTH NEIL STREET                    WASHINGTON, D.C.  20016
CHAMPAIGN, ILLINOIS 61824-1010            (202) 362-0840
(217) 356-2265
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
=================================================================================================
      Title of             Amount          Proposed Maximum      Proposed Maximum    Amount of
  Securities to be    to be Registered    Offering Price Per   Aggregate Offering   Registration
     Registered              (1)               Share                 Price(2)           Fee
-------------------------------------------------------------------------------------------------
Common Stock
   $.01 par Value       73,750 Shares         $24.00(3)             $1,770,000         $163
-------------------------------------------------------------------------------------------------
    Participation
      Interests              (4)                                                        (5)
=================================================================================================
(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 First Federal Savings Bank of Champaign-Urbana Savings and Employee
    Stock Ownership Plan (the "Plan") as the result of a stock split, stock
    dividend or similar adjustment of the outstanding common stock of Great
    American Bancorp, Inc. (the "Registrant") pursuant to 17 C.F.R.
    Section 230.416(a).
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The average of the high and low price of the Registrant's common stock as
    reported on August 19, 2002 in accordance with 17 C.F.R. Section 230.457(c).
(4) In addition, pursuant to 17 C.F.R. Section 230.416(c), this registration
    statement also covers an indeterminate amount of interests to be offered or
    sold pursuant to the Plan.
(5) In accordance with 17 C.F.R. Section 230.457(h)(1), where securities are to
    be offered pursuant to an employer benefit plan, the aggregate offering
    price and the amount of the registration fee shall be computed with respect
    to the maximum number of the Registrant's securities issuable under the Plan
    that are covered by this registration statement. Accordingly, no separate
    fee is required for the participation interests.

THIS  REGISTRATION  STATEMENT SHALL BECOME EFFECTIVE  IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.
2

GREAT AMERICAN BANCORP, INC.

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

ITEMS 1 & 2.  PLAN INFORMATION AND REGISTRANT INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION

The documents  containing the  information for the First Federal Savings Bank of
Champaign-Urbana Savings and Employee Stock Ownership 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 DOCUMENTS BY REFERENCE

      (a)   Annual  Report on Form 10-KSB  filed with the SEC by Great  American
            Bancorp, Inc. (the "Registrant" or "Corporation") (File No. 0-25808)
            on March 27,  2002,  which  contains  audited  consolidated  balance
            sheets for the  Registrant  as of December 31, 2001 and 2000 and the
            related consolidated  statements of income,  consolidated statements
            of stockholders'  equity and  consolidated  statements of cash flows
            for the years then ended.

      (b)   Quarterly   Reports   on   Form  10-QSB  filed  with  the SEC by the
            Registrant on May 15, 2002 and August 13, 2002 (File No. 0-25808).

      (c)   The   description  of   Registrant's   common  stock   contained  in
            Registrant's  Form 8-A (File No. 0-  25808),  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 April
            5, 1995.

      (d)   The  Plan's annual report on Form 11-K filed with the SEC on  August
            22, 2002.

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

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

ITEM 4.  DESCRIPTION OF SECURITIES

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

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

                                        2
3

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 Board of Directors who administer the Plan.

      In accordance  with the General  Corporation  Law of the State of Delaware
(being  Chapter 1 of Title 8 of the  Delaware  Code),  Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:

TENTH:
-----

A. Each person who was or is made a party or is threatened to be made a party to
or is  otherwise  involved in any action,  suit or  proceeding,  whether  civil,
criminal,  administrative  or  investigative  (hereinafter a  "proceeding"),  by
reason  of the fact that he or she is or was a  Director  or an  Officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

B. The right to  indemnification  conferred in Section A of this  Article  TENTH
shall include the right to be paid by the Corporation  the expenses  incurred in
defending any such proceeding in advance of its final  disposition  (hereinafter
and "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires,  an advancement of expenses  incurred by an indemnitee
in his or her capacity as a Director or Officer  (and not in any other  capacity
in which  service  was or is  rendered by such  indemnitee,  including,  without
limitation,  services  to an  employee  benefit  plan)  shall be made  only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such  indemnitee,  to repay all  amounts so advanced if it shall
ultimately  be  determined  by final  judicial  decision  from which there is no
further  right  to  appeal  (hereinafter  a  "final   adjudication")  that  such
indemnitee  is not  entitled  to be  indemnified  for such  expenses  under this
Section or otherwise.  The rights to  indemnification  and to the advancement of
expenses  conferred in Sections A and B of this Article  TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director,  Officer,  employee  or agent and shall  inure to the  benefit  of the
indemnitee's heirs, executors and administrators.

C. If a claim under  Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation,  except in the case of a claim for an advancement  of expenses,  in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter  bring suit against the Corporation to recover the unpaid amount
of the claim.  If  successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an  undertaking,  the indemnitee  shall be entitled to be paid also the
expenses of  prosecuting or defending such suit. In: (i) any suit brought by the
indemnitee to enforce a right to  indemnification  hereunder  (but not in a suit
brought by the  indemnitee to enforce a right to an  advancement of expenses) it
shall be a defense that;  and (ii) in any suit by the  Corporation to recover an
advancement of expenses  pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final  adjudication  that, the
indemnitee has not met any applicable standard for indemnification set forth

                                        3
4

in the Delaware General  Corporation Law. Neither the failure of the Corporation
(including  its  Board  of  Directors,   independent   legal  counsel,   or  its
stockholders)  to have made a  determination  prior to the  commencement of such
suit that  indemnification  of the  indemnitee  is  proper in the  circumstances
because the indemnitee  has met the applicable  standard of conduct set forth in
the  Delaware  General  Corporation  Law,  nor an  actual  determination  by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  that the  indemnitee  has not met  such  applicable  standard  of
conduct,  shall  create  a  presumption  that  the  indemnitee  has  not met the
applicable  standard  of conduct  or, in the case of such a suit  brought by the
indemnitee,  be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification  or to an advancement of expenses  hereunder,
or by the  Corporation  to recover an  advancement  of expenses  pursuant to the
terms of an  undertaking,  the  burden of  proving  that the  indemnitee  is not
entitled to be  indemnified,  or to such  advancement  of  expenses,  under this
Article TENTH or otherwise shall be on the Corporation.

D. The rights to indemnification and to the advancement of expenses conferred in
this  Article  TENTH shall not be  exclusive of any other right which any person
may have or hereafter acquire under any statute,  the Corporation's  Certificate
of  Incorporation,  Bylaws,  agreement,  vote of stockholders  or  Disinterested
Directors or otherwise.

E. The Corporation may maintain insurance, at its expense, to protect itself and
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  expense,   liability  or  loss,  whether  or  not  the
Corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

F. The Corporation may, to the extent  authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any  employee  or agent  of the  Corporation  to the  fullest  extent  of the
provisions  of this  Article  TENTH  with  respect  to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:
--------

A Director of this Corporation shall not be personally liable to the Corporation
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
Director,  except for liability:  (i) for any breach of the  Director's  duty of
loyalty to the Corporation or its  stockholders;  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law; (iii) under Section 174 of the Delaware  General  Corporation  Law; or (iv)
for any  transaction  from  which the  Director  derived  an  improper  personal
benefit.  If the  Delaware  General  Corporation  Law is  amended  to  authorize
corporate  action  further  eliminating  or limiting the  personal  liability of
Directors,  then  the  liability  of a  Director  of the  Corporation  shall  be
eliminated or limited to the fullest  extent  permitted by the Delaware  General
Corporation Law, as so amended.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

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

      (a)   List of Exhibits (filed herewith unless otherwise noted)

            4     Stock Certificate of Great American Bancorp, Inc.*
            5     Tax opinion not  required.  The  Registrant  has  submitted or
                  hereby undertakes to submit the Plan and any amendment thereto
                  to the Internal Revenue Service ("IRS") in a timely manner and
                  has made or will make all changes required by the IRS in order
                  to qualify the Plan.

                                        4
5

            10    First Federal Savings Bank of Champaign-Urbana Savings and
                  Employee Stock Ownership Plan
            23.0  Consent of BKD, LLP
            24    Power of Attorney (contained on the signature pages).
------------------------
*Incorporated  herein by reference  into this document from the Exhibits to Form
S-1, Registration  Statement,  as amended, filed on March 24, 1995, Registration
No. 33-90614.

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

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

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

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

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

      (4)   The  undersigned  registrant  undertakes  that,  for the 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  (and,  where
            applicable,  each filing of an employee benefit plan's annual report
            pursuant to Section  15(d) of the  Securities  Exchange Act of 1934)
            that is incorporated by reference in the securities offered therein,
            and the offering of such  securities at that time shall be deemed to
            be the initial BONA FIDE offering thereof.

      (5)   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

                                        5
6

            Commission  such   indemnification   is  against  public  policy  as
            expressed in such Act and is, therefore, unenforceable. In the event
            that a claim for  indemnification  against such  liabilities  (other
            than the payment by the registrant of expenses incurred or paid by a
            director,  officer or  controlling  person of the  Registrant in the
            successful defense of any action, suit or proceeding) is asserted by
            such director,  officer or controlling person in connection with the
            securities  being  registered,  the registrant  will,  unless in the
            opinion of its  counsel the matter has been  settled by  controlling
            precedent,  submit  to  a  court  of  appropriate  jurisdiction  the
            question whether such indemnification by it is against public policy
            as  expressed  in  the  Act  and  will  be  governed  by  the  final
            adjudication of such issue.

                                        6
7

                                   SIGNATURES

      THE  REGISTRANT.  Pursuant to the  requirements  of the  Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the city of Champaign, state of Illinois on the 22nd day of
August, 2002.

                                    GREAT AMERICAN BANCORP, INC.

                                    By: /s/ George R. Rouse
                                        ----------------------------------------
                                        George R. Rouse
                                        President and Chief Executive Officer

    KNOW ALL MEN BY THESE  PRESENT,  that each person  whose  signature  appears
below (other than Mr. Rouse)  constitutes  and appoints  George R. Rouse and Mr.
Rouse  hereby  constitutes  and appoints  Jane F. Adams,  as the true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for  him  or her  and in his or her  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.

    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.

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

/s/ George R. Rouse           President and Chief                August 22, 2002
----------------------        Executive Officer
George R. Rouse               (principal executive officer)

/s/ Ronald E. Guenther        Chairman of the Board              August 22, 2002
----------------------
Ronald E. Guenther

/s/ Ronald Kiddoo             Director                           August 22, 2002
----------------------
Ronald Kiddoo

/s/ Clinton C. Atkins         Director                           August 22, 2002
----------------------
Clinton C. Atkins

/s/ Jack B. Troxell           Director                           August 22, 2002
----------------------
Jack B. Troxell

/s/ Jane F. Adams             Chief Financial Officer,           August 22, 2002
----------------------        Secretary and Treasurer
Jane F. Adams                 (principal financial and
                              accounting officer)

                                        7
8

THE PLAN.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized  in the  city of  Champaign,  state of
Illinois on August 22, 2002.

                              FIRST FEDERAL SAVINGS BANK OF CHAMPAIGN-
                              URBANA SAVINGS AND EMPLOYEE STOCK OWNERSHIP
                              PLAN

                                By: /s/ Jane F. Adams
                                    -----------------------------
                                    Jane F. Adams
                                    Plan Administrator

                                        8
9
EXHIBIT INDEX
                                  -------------

 Exhibit No.     Description            Method of Filing
------------     ------------------     ------------------------------
4           Stock Certificate of   Incorporated by reference.
                 Great American
                 Bancorp, Inc.

     10          First Federal Savings  Filed herewith.
                 Bank of Champaign-
                 Urbana Savings and
                 Employee Stock
                 Ownership Plan

     23          Consent of BKD,        Filed herewith.
                 LLP

     24          Power of Attorney      Located on the signature page.
9