October 22, 2004

Mail Stop 0408

By U.S. Mail and facsimile to (202) 362-2902.

F. Morgan Gasior
Chairman of the Board
BankFinancial Corp.
15 W060 North Frontage Road
Burr Ridge, Illinois 60527

Re:	BankFinancial Corporation
	Form S-1 filed September 23, 2004
	File No. 333-

Dear Mr. Gasior:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your disclosure.
After reviewing this information, we may or may not raise additional
comments.

The purpose of our review process is to assist you in your compliance
with the applicable disclosure requirements and to enhance the
overall disclosure in your filing.  We look forward to working with
you in these respects.  We welcome any questions you may have about
our comments or any other aspect of our review.  Feel free to call us
at the telephone numbers listed at the end of this letter.

Registration Statement on Form S-1

General Comments on this Filing
1. Advise the staff why BankFinancial chose to incorporate as a
Maryland Corporation.
Cover Page
2. Revise your disclosure on the cover page to indicate the various
groups that will receive preference in granting subscriptions, and
the order of preference for the groups.
3. Please clarify that if you exceed the maximum or lower the minimum
below the 12.75 million shares, you will refund the money promptly
and if you extend the offering, upon approval by the OTS, you will
resolicit subscribers.  Make similar changes throughout the document
wherever this situation is discussed.
Table of Contents
4. Add Plan of Distribution to the table of contents.
Summary - page 1
5. The Summary should present a concise, but complete, picture of
your company, its strategy and the challenges and risks that it
faces.  We note your discussion regarding some of the operational
changes that management has implemented over the past few years and
the discussion of your growth strategy.   However, you do not discuss
some of the operational challenges and larger operational changes
that have occurred, particularly over the last full fiscal year and
the stub period.  For example, you have run net losses in each of the
periods, largely due to restructuring of your balance sheet.
Similarly, your net interest margin and interest income in general
have declined over the same period.  Revise the Summary so all
relevant portions of your company`s situation are presented in a
balanced manner.

Business Strategy - page 2
6. Please clarify whether you have any current plans, arrangements or
agreements to enter into any acquisition of other banking franchises,
other businesses or branch sites.  Make similar changes throughout
the document to clarify wherever you make this disclosure.
How we determined the Offering Range an the $10.00 Per Share Offering
Price - page 5
7. Expand your discussion of the discount on a price-to-book basis
that is implied by RP Financial`s appraisal.  In particular, please
point to the specific reasons highlighted by RP Financial to explain
the discount.  We note that most of the valuation adjustments
mentioned called for increasing the valuation.
8. Revise your disclosure to note how RP Financial was able to
determine your price to earnings ration, particularly given that you
generated net losses for the 6-month and 12-month periods mentioned.
The disclosure in this section should give a concise description of
the assumptions used, and cross reference to a far more extensive
discussion included in your discussion of the determination of the
offering amount beginning on page 118.
How We Intend to Use the Proceeds of the Offering - page 10
9. Clarify whether management currently intends to pay dividends in
the next 12 months.
Deadline for Orders of Common Stock - page 11
10. Please confirm to the staff that the fact that you may proceed
even if some eligible account holders have not been notified
regarding their subscription rights is permissible under the
regulations of all relevant financial regulators, particularly the
OTS.
Benefits to Management and Potential Dilution to Stockholders... -
page 12
11. We note that you have used the $10.00 offering price to value the
cost of the Recognition and Retention Plan.  We also note your
disclosure regarding the price increases that your peer group
companies have experienced over the six-month period that you must
wait prior to seeking approval for the plan.  Please add a table that
provides a more extensive analysis of the potential cost of the plan.
We note that many recent conversions have used a range of potential
prices to demonstrate the potential cost of such a plan.
Conditions to Completion of the Conversion and the Offering - page 13
12. Revise this section, or another section of the Summary, to
clarify when you intend to conduct the meeting of the members of
BankFinancial MHC to approve the conversion.
Risk Factors - page 15
13. Please supplementally tell us how you considered the requirements
of FIN 45 regarding your joint payee status on working capital lines
of credit secured by government accounts receivable.
Our Nonresidential Real Estate Loans...;Our Concentration of Loans in
the Healthcare Industry... - page 15
14. Revise these risk factors to note whether or not you have
experienced any losses on these loans and, if so, the amount of those
losses.
The Net Realizable Value of Our Investment Securities... - page 17
15. Please revise this risk factor to specifically discuss your
impairment charges from your investment in the Freddie Mac and Fannie
Mae securities.  Also, please clarify the amount of your assets held
in your investment securities portfolio.

Our Return on Stockholders` Equity Will Continue to Be Low...- page
18
16. Revise this risk factor to disclose your current and pro forma
ROE as well as the ROE of your peer group.
We May Pursue Acquisitions to Supplement Internal Growth - page 18
17. Revise the heading of this risk factor so that it more clearly
describes why your possible acquisition growth strategy presents a
risk to an investment in BankFinancial`s shares.
The Loss of One or More Key Personnel...- page 19
18. The Risk Factors section should discuss only those risks that
uniquely affect an investment in your securities, and should avoid
discussions of risks that could apply to any company.  All companies
are reliant upon their key officers and employees.  Please note
particular reasons that BankFinancial is particularly dependent upon
their key employees and highlight particular reasons that the
reliance is a risk.  Do you have non-compete clauses in your
employment contracts with your officers?  Do some of your branch
level managers lack contracts or non-compete restrictions?  The
investor must be able to understand why management believes that this
risk is both material and unique to your company.
Our Ability to Originate Commercial...Loans is Restricted... - page
19
19. Revise this risk factor to clarify what your current amount of
QTL assets is, and the minimum standard that you must meet in order
to meet the QTL test.  Also, please clarify why moving to a bank
charter represents a risk to your investors.

Our Stock-Based Benefit Plans will Increase Our Costs... - page 20
20. Revise this risk factor to clarify whether you intend to present
these plans to the shareholders within the next 12 months.  Make
similar changes to the relevant disclosure in the Summary.
Various Factors May Make Takeover Attempts More Difficult to Achieve
- - page 21
21. Revise the heading to this risk factor to clarify why the anti-
takeover protections that you enjoy represent risks to the investors
in your shares.
International Events May Adversely Affect Financial Markets... - page
22
22. The Risk Factors section should discuss only those risks that
uniquely affect an investment in your securities, and should avoid
discussions of risks that could apply to any company.  Either remove
this risk factor as a discussion of a generic risk, or add additional
disclosure to note why BankFinancial is particularly vulnerable in
the event of disruptions to the financial markets.

Selected Consolidated Financial and Other Data - page 23
23. Please revise your introductory paragraph to clarify that the
information at June 30, 2004 and for the six months ended June 30,
2004 and 2003 is derived from unaudited financial statements.
24. Please revise your calculation of the efficiency ratio in
accordance with the definition utilized by the Office of Thrift
Supervision.  Alternatively, advise us how your current calculation
is in accordance with Item 10 of Regulation S-K and revise to provide
the additional disclosures required by Item 10 when presenting a non-
GAAP financial measure.
Our Dividend Policy - page 28
25. This disclosure is so vague and couched in qualified terms as to
render the disclosure largely uninformative to the investor.  Please
clarify the restrictions on your current capital, with regard to the
payment of dividends to your shareholders, the availability of future
income to pay dividends, the regulatory restrictions that you face
and management`s current intentions to pay dividends, in as much
detail as possible.

Pro Forma Data - page 32
26. Please remove the last paragraph on page 33.  This information is
presented verbatim in the preceding paragraph.  Alternatively, remove
the information from the preceding paragraph.
Management`s Discussion and Analysis - page 38

General comments on this section
27. We note that you have engaged in an aggressive growth strategy
over the past three years, and that you have indicated in the
Summary, Risk Factors and Use of Proceeds Sections that you are
planning to pursue additional acquisitions.  Please use this section
to discuss management`s short-term and long-term growth plans.  Has
management begun to search for additional acquisition targets, or de
novo branch sights?  Are there other plans to use your banks new
capital to expand the franchise?  The investor must be able to
understand how the changes to your financial resources will affect
the company and management`s strategy going forward.
28. Similarly, please add some disclosure regarding your capital
structure and cost of funds to discuss the impact of your debt
repayment with the funds from the offering.

Composition and Cost of Funding - page 39
29. Revise this section to discuss the cost and structure of the
funds that you used to replace the FHLB advances that you terminated
during the reporting period at a total cost of $23.7 million.

Core Deposit Intangible Amortization - page 40
30. Please supplementally tell us the method being used to amortize
the core deposit intangible asset.
Intangible Assets - page 45
31. Revise this section to note the total amount of the intangible
assets on you balance sheet.
Management of Interest Rate Risk: Quantitative Analysis - page 46
32. We note your reference to management using by the GAP and NPV
measurements to evaluate your exposure to interest rate risk.
However, we are not able to find any discussion of your GAP exposure.
Please add such a discussion and an accompanying tabular
presentation, to your next amendment.

Critical Accounting Policies - page 63
33. Please revise to expand the discussion of your allowance for loan
losses to disclose specifically why your estimates bear the risk of
change and provide an analysis of your sensitivity to change based on
other outcomes that are reasonably likely to occur.  Provide
quantitative information to the extent it is available and will
provide material information to investors. Refer to Item V of Release
33-8350.
34. Please revise to expand the discussion of mortgage servicing
rights to provide an analysis of your sensitivity to change based on
other outcomes that are reasonably likely to occur.  Provide
quantitative information to the extent it is available and will
provide material information to investors. Refer to Item V of Release
33-8350.

Comparison of Operating Results for the Years Ended December 31, 2003
and December 31, 2002

Net Interest Income - page 56
35. Please supplementally tell us how the redemption of trust
preferred securities resulted in amortization expense.

Provision for Loan Losses - page 57
36. Please revise to include a discussion of the significant
recoveries recorded in 2002 and 2003, which resulted in a credit for
loan losses.  Based on the information in the table on page 78,
$275,000 of nonresidential real estate loans was recovered in 2002
and 2003.  However, there have been no charge-offs of nonresidential
real estate loans in the 3 years preceding 2002.  It appears charge-
offs in this loan category for 2002 and 2003 are not related to these
recoveries.  Alternatively, you may include this discussion elsewhere
in the prospectus.

Commitments - page 62
37. Please describe how you consider commitments to extend credit in
determining the provision for loan losses and where the allowance for
these commitments is recorded in the financial statements.
Business of BankFinancial - page 64
Loans to One Borrower - page 73
38. Revise this section to note your current loans to one borrower
limit.

Equity Securities - page 81
39. Please supplementally tell us management`s intent regarding
holding or selling the Fannie Mae and Freddie Mac floating rate
preferred stock.
Sources of Funds - page 86
40. We note your disclosure that you "generally do not solicit"
brokered deposits.  Please clarify whether or not you have any
brokered deposits and the total amount of any brokered deposits.
Management of BankFinancial Corporation - page 100

Transactions with Certain Related Persons - page 112
41. Please confirm that the amount paid to Mr. Harnett`s firm
represents less than 5% of the firm`s receipts during the 2003 fiscal
year.  Please refer to Item 404 of Regulation S-K.
Stock Information Center - page 131
42. Please confirm that the only information available to investors
at the Stock Information Center would be information contained in a
valid prospectus and that any other activities will be ministerial in
nature.
Material Income Tax Consequences - page 133
43. It would appear that the opinion expressed in item 7 results from
your tax counsel relying upon an assumption of a legal conclusion.
Whether the subscription rights have no value is both a question of
fact and a question of legal interpretation.  Please revise the
opinion to clarify what information from RP Financial your counsel is
relying upon and clarify whether there is doubt about the opinion
expressed in item 7.

Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Policies

Loan Commitments and Related Financial Instruments - page F-11
44. Please revise to disclose how you consider commitments to extend
credit in determining the provision for loan losses and where the
allowance for these commitments is recorded in the financial
statements.

Cash Flows Reporting - page F-11
45. Please revise to discuss your accounting treatment of cash held
for payment of borrowers taxes and insurance and any other
restrictions on cash.

New Accounting Standards - page F-11
46. Please revise to disclose where the fair value of loan
commitments that meet the definition of a derivative instrument are
recorded on the balance sheet.


Note 4 - Secondary Mortgage Market Activities - page F-18
47. Please revise your financial statements to provide the
disclosures required by paragraph 17 of SFAS 140 as it relates to
your retention of mortgage servicing rights.

Note 7 - Premises and Equipment - page F-20
48. Please supplementally tell us why data processing and equipment
expenses are included in depreciation and amortization expense.

Note 8 - Goodwill and Core Deposit Intangible - page F-22
49. Mortgage servicing rights meet the definition of intangible
assets as defined in SFAS 141.  Please revise your financial
statements to provide the disclosures required by paragraphs 44 and
45 of SFAS 142 for these intangible assets.

Note 10 - Borrowings - page F-24
50. Please supplementally advise us how you determined the amount of
the prepayment penalty to recognize immediately and the amount to be
deferred and amortized as a yield adjustment.  Specifically reference
the guidance for each in EITF 96-19.
51. Please revise to disclose the amount of FHLB advances retired and
the amount and remaining life of the advances refinanced.

Note 11 - Regulatory Matters - page F-27
52. Please provide regulatory capital disclosures for BankFinancial
MHC.  Refer to paragraph 17 of Chapter 17 of the AICPA Audit and
Accounting Guide for Depository and Lending Institutions.

Note 15 - Fair Values of Financial Instruments - page F-33
53. Your disclosure suggest that quoted market prices may be obtained
as of a date prior to the balance sheet date and therefore may be too
outdated to use.  We would expect them to be obtained as of the
balance sheet date.  Please revise your disclosure to clarify when
you do not use quoted market prices.  Consult the guidance in SFAS
107.

Note 16 - Other Comprehensive Income (Loss) - page F-35
54. Please revise to disclose the amount of tax expense or benefit
allocated to each component of other comprehensive income.  Refer to
paragraph 25 of SFAS 130.

Note 17 - Parent Company Only Condensed Financial Information

Condensed Statements of Income - page F-36
55. Your statement reflects equity in undistributed (overdistributed)
subsidiary income (loss).  Please supplementally advise us the nature
of any overdistributed amounts.  Alternatively, revise these
statements.

 Adoption of Plan of Conversion and Reorganization - page F-38
56. Please revise your liquidity and capital resources section of
Management`s Discussion and Analysis to discuss the impact and any
restrictions on liquidity as a result of the liquidation account to
be established at the time of the conversion.  Refer to Item 303 of
Regulation S-K.

Undertakings - page II-4
57. Please add the undertaking required by Item 512(f) of Regulation
S-K, or advise the staff why you did not include the undertaking.

*	*	*

Closing Comments

As appropriate, please amend your registration statement in response
to these comments.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may
have additional comments after reviewing your amendment and responses
to our comments.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of your
filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering
of the securities specified in the above registration statement.  We
will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

You may contact Heidi Berg, Staff Accountant, at (202) 824-5463 or
Donald Walker, Senior Assistant Chief Accountant, at (202) 942-1799
if you have questions regarding comments on the financial statements
and related matters.  You may contact Christian Windsor, Staff
Attorney, at (202) 942-1974 or me at (202) 942-1772 any other
questions regarding this review.


						Sincerely,



						Michael Clampitt
						Senior Counsel


cc:	Via US MAIL AND FACSIMILE: (202) 362-2902
Edward Quint, Esquire
Robert Pomerenk, Esquire
Luse, Gorman Pomerenk & Schick
5335 Wisconsin Avenue, N.W.
Washington, D.C. 20016
(202) 274-2000
BankFinancial Corporation
F. Morgan Gasior
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