<PAGE> 1

As filed with the Securities and Exchange Commission on March 22, 2000
                                                      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 FINANCIAL CORP. 2000 STOCK-BASED INCENTIVE PLAN

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          Estimated           Amount of
 to be Registered    Registered(1)     Purchase      Aggregate Offering   Registration Fee
                                    Price Per Share      Price(2)
--------------------------------------------------------------------------------------------
  <S>                 <C>             <C>              <C>                    <C>
   Common Stock        290,950
  $.01 par Value      Shares (3)      $ 10.70 (4)      $ 3,113,165            $ 822
--------------------------------------------------------------------------------------------
   Common Stock        116,380
  $.01 par Value      Shares (5)      $ 10.75 (6)      $ 1,251,085            $ 330
============================================================================================
</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 Financial Corp. 2000 Stock-Based  Incentive  ("Incentive Plan"),
    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), 290,950  represents  the  total
    number of shares  currently  reserved or  available  for  issuance  upon the
    exercise of stock options pursuant to the Plan.
(4) The  weighted  average  per  share price at which options for 256,079 shares
    have been granted and 34,871 shares remain available for grant.
(5) Pursuant to  17 C.F.R. Section 230.457(h)(1), 116,380  represents  the total
    number of shares granted as stock awards under the Incentive Plan.
(6) Represents the fair market value  of Pulaski Financial Corp. Common Stock as
    of March 10, 2000.

   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 __
Exhibit Index begins on Page 13


<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 Financial
Corp.  2000  Stock-Based  Incentive Plan required by Part I of the  Registration
Statement  will be sent or given to the  participants  in the Incentive  Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and  Exchange  Commission  (the  "SEC")  either  as a part of this  Registration
Statement or as a prospectus  or prospectus  supplement  pursuant to Rule 424 in
reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

      (a) Pulaski Financial Corp.'s (the "Company"  or the "Registrant")  Annual
Report on Form 10-K for the fiscal year ended September 30, 1999, which includes
the  consolidated  balance sheet of the Company and subsidiaries as of September
30,  1999 and 1998,  and the  related  consolidated  statements  of  income  and
comprehensive  income  stockholders' equity and cash flows for each of the years
in the  three-year  period ended  September 30, 1999,  together with the related
notes and the  report of  Deloitte  & Touche  LLP,  independent  auditors  dated
November  12,  1999  (November  29,  1999 as to Note 10)  filed  with the SEC on
December 28, 1999 (File No.000-24571).

      (b) Form 10-Q report filed by Pulaski  Financial  Corp.  (the "Company" or
the "Registrant") for the quarter ended December 31, 1999 (File 000-24571) filed
with the SEC on February 14, 2000.

      (c) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No.  000-24571),  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.

      (e) 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 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

                                        2

<PAGE> 3



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 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

                                        3

<PAGE> 4



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  nonderivative  suit by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
                                                           ---------------

                                        4

<PAGE> 5



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.

      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

                                        5

<PAGE> 6



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.

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 Financial Corp, 2000 Stock-Based Incentive  Plan
        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.



                                      6

<PAGE> 7



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.


                                        7

<PAGE> 8



      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.




                                        8

<PAGE> 9



                                   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 March 16, 2000.


                                      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           March 16, 2000
William A. Donius               (principal executive officer)



/s/ Thomas F. Hack              Chief Financial Officer,          March 16, 2000
-------------------------       Treasurer and Director
Thomas F. Hack                  (principal financial
                                 and accounting officer)



                                        9

<PAGE> 10





/s/ Michael J. Donius           Executive Vice President,         March 16, 2000
---------------------------     Chief Operating Officer and
Michael J. Donius               Director



/s/ Garland A. Dorn             Director                          March 16, 2000
---------------------------
Garland A. Dorn



/s/ Robert A. Ebel              Director                          March 16, 2000
---------------------------
Robert A. Ebel



/s/ E. Douglas Brit             Director                          March 16, 2000
---------------------------
E. Douglas Brit



                                Director
----------------------------
Dr. Edward J. Howenstein



                                       10

<PAGE> 11
<TABLE>
<CAPTION>

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

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

<S>           <C>                                    <C>                                       <C>
3.1           Certificate of Incorporation of        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 Financial Corp. 2000 Stock-    Filed herewith.                           13
              Based Incentive Plan

5.0           Opinion of Muldoon, Murphy &           Filed herewith.                           27
              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           Filed herewith.                           30

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


</TABLE>


                                       11
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 28577}]
{"company-data": {"conformed-name": "PULASKI FINANCIAL CORP", "cik": "0001062438", "assigned-sic": "6035", "irs-number": "431816913", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32986", "film-number": "575325"}, "business-address": {"street1": "12300 OLIVE BLVD", "city": "ST LOUIS", "state": "MO", "zip": "63141", "phone": "3148782210"}, "mail-address": {"street1": "12300 OLIVE BLVD", "city": "ST LOUIS", "state": "MO", "zip": "63141"}}
1

As filed with the Securities and Exchange Commission on March 22, 2000
                                                      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 FINANCIAL CORP. 2000 STOCK-BASED INCENTIVE PLAN

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          Estimated           Amount of
 to be Registered    Registered(1)     Purchase      Aggregate Offering   Registration Fee
                                    Price Per Share      Price(2)
--------------------------------------------------------------------------------------------
Common Stock        290,950
  $.01 par Value      Shares (3)      $ 10.70 (4)      $ 3,113,165            $ 822
--------------------------------------------------------------------------------------------
   Common Stock        116,380
  $.01 par Value      Shares (5)      $ 10.75 (6)      $ 1,251,085            $ 330
============================================================================================
(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 Financial Corp. 2000 Stock-Based  Incentive  ("Incentive Plan"),
    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), 290,950  represents  the  total
    number of shares  currently  reserved or  available  for  issuance  upon the
    exercise of stock options pursuant to the Plan.
(4) The  weighted  average  per  share price at which options for 256,079 shares
    have been granted and 34,871 shares remain available for grant.
(5) Pursuant to  17 C.F.R. Section 230.457(h)(1), 116,380  represents  the total
    number of shares granted as stock awards under the Incentive Plan.
(6) Represents the fair market value  of Pulaski Financial Corp. Common Stock as
    of March 10, 2000.

   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 __
Exhibit Index begins on Page 13
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 Financial
Corp.  2000  Stock-Based  Incentive Plan required by Part I of the  Registration
Statement  will be sent or given to the  participants  in the Incentive  Plan as
specified by Rule  428(b)(1).  Such  documents are not filed with the Securities
and  Exchange  Commission  (the  "SEC")  either  as a part of this  Registration
Statement or as a prospectus  or prospectus  supplement  pursuant to Rule 424 in
reliance on Rule 428.

PART II   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

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

      (a) Pulaski Financial Corp.'s (the "Company"  or the "Registrant")  Annual
Report on Form 10-K for the fiscal year ended September 30, 1999, which includes
the  consolidated  balance sheet of the Company and subsidiaries as of September
30,  1999 and 1998,  and the  related  consolidated  statements  of  income  and
comprehensive  income  stockholders' equity and cash flows for each of the years
in the  three-year  period ended  September 30, 1999,  together with the related
notes and the  report of  Deloitte  & Touche  LLP,  independent  auditors  dated
November  12,  1999  (November  29,  1999 as to Note 10)  filed  with the SEC on
December 28, 1999 (File No.000-24571).

      (b) Form 10-Q report filed by Pulaski  Financial  Corp.  (the "Company" or
the "Registrant") for the quarter ended December 31, 1999 (File 000-24571) filed
with the SEC on February 14, 2000.

      (c) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No.  000-24571),  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.

      (e) 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 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

                                        2
3

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 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

                                        3
4

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  nonderivative  suit by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
                                                           ---------------

                                        4
5

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.

      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

                                        5
6

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.

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 Financial Corp, 2000 Stock-Based Incentive  Plan
        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.

                                      6
7

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.

                                        7
8

      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.

                                        8
9

                                   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 March 16, 2000.

                                      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           March 16, 2000
William A. Donius               (principal executive officer)

/s/ Thomas F. Hack              Chief Financial Officer,          March 16, 2000
-------------------------       Treasurer and Director
Thomas F. Hack                  (principal financial
                                 and accounting officer)

                                        9
10

/s/ Michael J. Donius           Executive Vice President,         March 16, 2000
---------------------------     Chief Operating Officer and
Michael J. Donius               Director

/s/ Garland A. Dorn             Director                          March 16, 2000
---------------------------
Garland A. Dorn

/s/ Robert A. Ebel              Director                          March 16, 2000
---------------------------
Robert A. Ebel

/s/ E. Douglas Brit             Director                          March 16, 2000
---------------------------
E. Douglas Brit

                                Director
----------------------------
Dr. Edward J. Howenstein

                                       10
11
EXHIBIT INDEX
                                            -------------

                                                                                          Sequentially
                                                                                            Numbered
                                                                                             Page
Exhibit No.   Description                            Method of Filing                       Location
-----------   ------------------------------------   -----------------------------------  ------------
3.1           Certificate of Incorporation of        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 Financial Corp. 2000 Stock-    Filed herewith.                           13
              Based Incentive Plan

5.0           Opinion of Muldoon, Murphy &           Filed herewith.                           27
              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           Filed herewith.                           30

24            Power of Attorney (contained on        Located on the signature page.            --
              the signature pages)
11