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                             BYLAWS

                               OF

                  JEFFERSON SAVINGS BANCORP, INC.


                            ARTICLE I

                    PRINCIPAL EXECUTIVE OFFICE

     The principal executive office of Jefferson Savings
Bancorp, Inc. (the "Corporation") shall be at 14915 Manchester
Road, Ballwin, Missouri. The Corporation may also have offices
at such other places within or without the State of Missouri as
the board of directors shall from time to time determine.


                           ARTICLE II

                          Stockholders

     SECTION 1.  Place of Meetings.  All annual and special
meetings of stockholders shall be held at the principal
executive office of the Corporation or at such other place
within or without the State of Delaware as the board of
directors may determine and as designated in the notice of such
meeting.

     SECTION 2.  Annual Meeting.  A meeting of the stockholders
of the Corporation for the election of directors and for the
transaction of any other business of the Corporation shall be
held annually at such date and time as the board of directors
may determine.

     SECTION 3.  Special Meetings.  Special meetings of the
stockholders for any purpose or purposes may be called at any
time by the board of directors or by a committee of the board of
directors in accordance with the provisions of the Corporation's
Certificate of Incorporation.

     SECTION 4.  Conduct of Meetings.  Annual and special
meetings shall be conducted in accordance with these Bylaws or
as otherwise prescribed by the board of directors.  The chairman
or the chief executive officer of the Corporation shall preside
at such meetings.

     SECTION 5.  Notice of Meeting.  Written notice stating the
place, day and hour of the meeting and the purpose or purposes
for which the meeting is called shall be mailed by the secretary
or the officer performing his duties, not less than ten days nor
more than fifty days before the meeting to each stockholder of
record entitled to vote at such meeting.  If mailed, such notice
shall be deemed to be delivered when deposited in the United
States mail, addressed to the stockholder at his address as it
appears on the stock transfer books or records of the Corpora-
tion as of the record date prescribed in Section 6, with postage
thereon prepaid.  If a stockholder be present at a meeting, or
in writing waive notice thereof before or after the meeting,
notice of the meeting to such stockholder shall be unnecessary.
When any stockholders' meeting, either annual or special, is
adjourned for thirty days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting.
It shall not be necessary to give any notice of the time and
place of any meeting adjourned for less than thirty days or of
the business to be transacted at such adjourned meeting, other
than an announcement at the meeting at which such adjournment
is taken.

     SECTION 6.  Fixing of Record Date.  For the purpose of
determining stockholders entitled to notice of or to vote at any
meeting of stockholders, or any adjournment thereof, or stock-
holders entitled to receive payment of any dividend, or in order
to make a determination of stockholders for any other proper
purpose, the board of directors shall fix in advance a date as
the record date for any such determination of stockholders.
Such date in any case shall be not more than sixty days, and in
case of a meeting of stockholders, not less than ten days prior
to the date on which the
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particular action, requiring such determination of stockholders,
is to be taken.  When a determination of stockholders entitled
to vote at any meeting of stockholders has been made as provided
in this section, such determination shall apply to any
adjournment thereof.

     SECTION 7.  Voting Lists.  The officer or agent having
charge of the stock transfer books for shares of the Corporation
shall make, at least ten days before each meeting of stock-
holders, a complete record of the stockholders entitled to vote
at such meeting or any adjournment thereof, with the address of
and the number of shares held by each.  The record, for a period
of ten days before such meeting, shall be kept on file at the
principal office of the Corporation, whether within or outside
the State of Missouri, and shall be subject to inspection by any
stockholder for any purpose germane to the meeting at any time
during usual business hours.  Such record shall also be produced
and kept open at the time and place of the meeting and shall be
subject to the inspection of any stockholder for any purpose
germane to the meeting during the whole time of the meeting.
The original stock transfer books shall be prima facie evidence
as to who are the stockholders entitled to examine such record
or transfer books or to vote at any meeting of stockholders.

     SECTION 8.  Quorum.  One-third of the outstanding shares of
the Corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of stockholders.
If less than one-third of the outstanding shares are represented
at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have
been transacted at the meeting as originally notified.  The
stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the with-
drawal of enough stockholders to leave less than a quorum.

     SECTION 9.  Proxies.  At all meetings of stockholders, a
stockholder may vote by proxy executed in writing by the stock-
holder or by his duly authorized attorney in fact.  Proxies
solicited on behalf of the management shall be voted as directed
by the stockholder or, in the absence of such direction, as
determined by a majority of the board of directors.  No proxy
shall be valid after eleven months from the date of its execu-
tion unless otherwise provided in the proxy.

     SECTION 10.  Voting.  At each election for directors every
stockholder entitled to vote at such election shall be entitled
to one vote for each share of stock held.  Unless otherwise
provided by the Certificate of Incorporation, by statute, or by
these Bylaws, a majority of those votes cast by stockholders at
a lawful meeting shall be sufficient to pass on a transaction or
matter, except in the election of directors, which election
shall be determined by a plurality of the votes of the shares
present in person or by proxy at the meeting and entitled to
vote on the election of directors.

     SECTION 11.  Voting of Shares in the Name of Two or More
Persons.  When ownership of stock stands in the name of two or
more persons, in the absence of written directions to the
Corporation to the contrary, at any meeting of the stockholders
of the Corporation any one or more of such stockholders may
cast, in person or by proxy, all votes to which such ownership
is entitled.  In the event an attempt is made to cast conflict-
ing votes, in person or by proxy, by the several persons in
whose name shares of stock stand, the vote or votes to which
these persons are entitled shall be cast as directed by a
majority of those holding such stock and present in person or by
proxy at such meeting, but no votes shall be cast for such stock
if a majority cannot agree.

     SECTION 12.  Voting of Shares by Certain Holders.  Shares
standing in the name of another corporation may be voted by any
officer, agent or proxy as the bylaws of such corporation may
prescribe, or, in the absence of such provision, as the board of
directors of such corporation may determine.  Shares held by an
administrator, executor, guardian or conservator may be voted by
him, either in person or by proxy, without a transfer of such
shares into his name.  Shares standing in the name of a trustee
may be voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name.  Shares standing in the
name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority
to do so is contained in an appropriate order of the court or
other public authority by which such receiver was appointed.


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     A stockholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the
name of the pledgee and thereafter the pledgee shall be entitled
to vote the shares so transferred.

     Neither treasury shares of its own stock held by the
Corporation, nor shares held by another corporation, if a
majority of the shares entitled to vote for the election of
directors of such other corporation are held by the Corporation,
shall be voted at any meeting or counted in determining the
total number of outstanding shares at any given time for pur-
poses of any meeting.

     SECTION 13.  Inspectors of Election.  In advance of any
meeting of stockholders, the chairman of the board or the board
of directors may appoint any persons, other than nominees for
office, as inspectors of election to act at such meeting or any
adjournment thereof.  The number of inspectors shall be either
one or three.  If the board of directors so appoints either one
or three inspectors, that appointment shall not be altered at
the meeting.  If inspectors of election are not so appointed,
the chairman of the board may make such appointment at the
meeting.  In case any person appointed as inspector fails to
appear or fails or refuses to act, the vacancy may be filled by
appointment in advance of the meeting or at the meeting by the
chairman of the board or the president.

     Unless otherwise prescribed by applicable law, the duties
of such inspectors shall include: determining the number of
shares of stock and the voting power of each share, the shares
of stock represented at the meeting, the existence of a quorum,
the authenticity, validity and effect of proxies; receiving
votes, ballots or consents; hearing and determining all
challenges and questions in any way arising in connection with
the right to vote; counting and tabulating all votes or con-
sents; determining the result; and such acts as may be proper to
conduct the election or vote with fairness to all stockholders.

     SECTION 14.  Nominating Committee.  The board of directors
or a committee appointed by the board of directors shall act as
a nominating committee for selecting the management nominees for
election as directors.  Except in the case of a nominee substi-
tuted as a result of the death or other incapacity of a manage-
ment nominee, the nominating committee shall deliver written
nominations to the secretary at least twenty days prior to the
date of the annual meeting.  Provided such committee makes such
nominations, no nominations for directors except those made by
the nominating committee shall be voted upon at the annual
meeting unless other nominations by stockholders are made in
writing and delivered to the secretary of the Corporation in
accordance with the provisions of the Corporation's Certificate
of Incorporation.

     SECTION 15.  New Business.  Any new business to be taken up
at the annual meeting shall be stated in writing and filed with
the secretary of the Corporation in accordance with the provi-
sions of the Corporation's Certificate of Incorporation.  This
provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, direc-
tors and committees, but in connection with such reports no new
business shall be acted upon at such annual meeting unless
stated and filed as provided in the Corporation's Certificate of
Incorporation.

                           ARTICLE III

                       BOARD OF DIRECTORS

     SECTION 1.  General Powers.  The business and affairs of
the Corporation shall be under the direction of its board of
directors.  The chairman shall preside at all meetings of the
board of directors.

     SECTION 2.  Number, Term and Election.  The board of
directors shall consist of seven members and shall be divided
into three classes as nearly equal in number as possible.  The
members of each class shall be elected for a term of three years
and until their successors are elected or qualified.  The board
of directors shall be classified in accordance with the provi-
sions of the Corporation's Certificate of Incorporation.


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     SECTION 3.  Regular Meetings.  A regular meeting of the
board of directors shall be held at such time and place as shall
be determined by resolution of the board of directors without
other notice than such resolution.

     SECTION 4.  Special Meetings.  Special meetings of the
board of directors may be called by or at the request of the
chairman, the chief executive officer or one-third of the direc-
tors.  The person calling the special meetings of the board of
directors may fix any place as the place for holding any special
meeting of the board of directors called by such persons.

     Members of the board of directors may participate in
special meetings by means of conference telephone or similar
communications equipment by which all persons participating in
the meeting can hear each other.  Such participation shall
constitute presence in person.

     SECTION 5.  Notice.  Written notice of any special meeting
shall be given to each director at least two days previous
thereto delivered personally or by telegram or at least seven
days previous thereto delivered by mail at the address at which
the director is most likely to be reached.  Such notice shall be
deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid if mailed or when
delivered to the telegraph company if sent by telegram.  Any
director may waive notice of any meeting by a writing filed with
the secretary.  The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not
lawfully called or convened.  Neither the business to be
transacted at, nor the purpose of, any meeting of the board of
directors need be specified in the notice or waiver of notice of
such meeting.

     SECTION 6.  Quorum.  A majority of the number of directors
fixed by Section 2 shall constitute a quorum for the transaction
of business at any meeting of the board of directors, but if
less than such majority is present at a meeting, a majority of
the directors present may adjourn the meeting from time to time.
Notice of any adjourned meeting shall be given in the same
manner as prescribed by Section 5 of this Article III.

     SECTION 7.  Manner of Acting.  The act of the majority of
the directors present at a meeting at which a quorum is present
shall be the act of the board of directors, unless a greater
number is prescribed by these Bylaws, the Certificate of
Incorporation, or the General Corporation Law of the State of
Delaware.

     SECTION 8.  Action Without a Meeting.  Any action required
or permitted to be taken by the board of directors at a meeting
may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the direc-
tors.

     SECTION 9.  Resignation.  Any director may resign at any
time by sending a written notice of such resignation to the home
office of the Corporation addressed to the chairman.  Unless
otherwise specified therein such resignation shall take effect
upon receipt thereof by the chairman.

     SECTION 10.  Vacancies.  Any vacancy occurring in the board
of directors shall be filled in accordance with the provisions
of the Corporation's Certificate of Incorporation.  Any direc-
torship to be filled by reason of an increase in the number of
directors may be filled by the affirmative vote of two-thirds of
the directors then in office or by election at an annual meeting
or at a special meeting of the stockholders held for that
purpose.  The term of such director shall be in accordance with
the provisions of the Corporation's Certificate of Incorporation.

     SECTION 11.  Removal of Directors.  Any director or the
entire board of directors may be removed only in accordance with
the provisions of the Corporation's Certificate of Incorporation.

     SECTION 12.  Compensation.  Directors, as such, may receive
compensation for service on the board of directors.  Members of
either standing or special committees may be allowed such com-
pensation as the board of directors may determine.


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     SECTION 13.  Age Limitation.  No person shall be eligible
for election to the board of directors if such person is then
more than 70 years of age.

                           ARTICLE IV

              COMMITTEES OF THE BOARD OF DIRECTORS

     The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees,
as they may determine to be necessary or appropriate for the
conduct of the business of the Corporation, and may prescribe
the duties, constitution and procedures thereof.  Each committee
shall consist of one or more directors of the Corporation
appointed by the chairman.  The chairman may designate one or
more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the
committee.

     The chairman shall have power at any time to change the
members of, to fill vacancies in, and to discharge any committee
of the board.  Any member of any such committee may resign at
any time by giving notice to the Corporation; provided, however,
that notice to the board, the chairman of the board, the chief
executive officer, the chairman of such committee, or the
secretary shall be deemed to constitute notice to the Corpora-
tion.  Such resignation shall take effect upon receipt of such
notice or at any later time specified therein; and, unless
otherwise specified therein, acceptance of such resignation
shall not be necessary to make it effective.  Any member of any
such committee may be removed at any time, either with or
without cause, by the affirmative vote of a majority of the
authorized number of directors at any meeting of the board
called for that purpose.

                            ARTICLE V

                            OFFICERS

     SECTION 1.  Positions.  The officers of the Corporation
shall be a chairman, a president, one or more vice presidents, a
secretary and a treasurer, each of whom shall be elected by the
board of directors.  The board of directors may designate one or
more vice presidents as executive vice president or senior vice
president.  The board of directors may also elect or authorize
the appointment of such other officers as the business of the
Corporation may require.  The officers shall have such authority
and perform such duties as the board of directors may from time
to time authorize or determine.  In the absence of action by the
board of directors, the officers shall have such powers and
duties as generally pertain to their respective offices.

     SECTION 2.  Election and Term of Office.  The officers of
the Corporation shall be elected annually by the board of
directors at the first meeting of the board of directors held
after each annual meeting of the stockholders.  If the election
of officers is not held at such meeting, such election shall be
held as soon thereafter as possible.  Each officer shall hold
office until his successor shall have been duly elected and
qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.  Election
or appointment of an officer, employee or agent shall not of
itself create contract rights.  The board of directors may
authorize the Corporation to enter into an employment contract
with any officer in accordance with state law; but no such
contract shall impair the right of the board of directors to
remove any officer at any time in accordance with Section 3 of
this Article V.

     SECTION 3.  Removal.  Any officer may be removed by vote of
two-thirds of the board of directors whenever, in its judgment,
the best interests of the Corporation will be served thereby,
but such removal, other than for cause, shall be without
prejudice to the contract rights, if any, of the person so
removed.

     SECTION 4.  Vacancies.  A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may
be filled by the board of directors for the unexpired portion of
the term.


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     SECTION 5.  Remuneration.  The remuneration of the officers
shall be fixed from time to time by the board of directors, and
no officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the
Corporation.

                          ARTICLE VI

             CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION 1.  Contracts.  To the extent permitted by
applicable law, and except as otherwise prescribed by the
Corporation's Certificate of Incorporation or these Bylaws with
respect to certificates for shares, the board of directors or
the executive committee may authorize any officer, employee, or
agent of the Corporation to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the
Corporation.  Such authority may be general or confined to
specific instances.

     SECTION 2.  Loans.  No loans shall be contracted on behalf
of the Corporation and no evidence of indebtedness shall be
issued in its name unless authorized by the board of directors.
Such authority may be general or confined to specific instances.

     SECTION 3.  Checks, Drafts, Etc.  All checks, drafts or
other orders for the payment of money, notes or other evidences
of indebtedness issued in the name of the Corporation shall be
signed by one or more officers, employees or agents of the
Corporation in such manner, including in facsimile form, as
shall from time to time be determined by resolution of the board
of directors.

     SECTION 4.  Deposits.  All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in any of its duly authorized deposi-
tories as the board of directors may select.

                            ARTICLE VII

             CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 1.  Certificates for Shares.  The shares of the
Corporation shall be represented by certificates signed by the
chairman of the board of directors or the president or a vice
president and by the treasurer or an assistant treasurer or the
secretary or an assistant secretary of the Corporation, and may
be sealed with the seal of the Corporation or a facsimile
thereof.  Any or all of the signatures upon a certificate may be
facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the Corporation
itself or an employee of the Corporation.  If any officer who
has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before the
certificate is issued, it may be issued by the Corporation with
the same effect as if he were such officer at the date of its
issue.

     SECTION 2.  Form of Share Certificates.  All certificates
representing shares issued by the Corporation shall set forth
upon the face or back that the Corporation will furnish to any
stockholder upon request and without charge a full statement of
the designations, preferences, limitations, and relative rights
of the shares of each class authorized to be issued, the varia-
tions in the relative rights and preferences between the shares
of each such series so far as the same have been fixed and
determined, and the authority of the board of directors to fix
and determine the relative rights and preferences of subsequent
series.

     Each certificate representing shares shall state upon the
face thereof: That the Corporation is organized under the laws
of the State of Delaware; the name of the person to whom issued;
the number and class of shares, the designation of the series,
if any, which such certificate represents; the par value of each
share represented by such certificate, or a statement that the
shares are without par value.  Other matters in regard to the
form of the certificates shall be determined by the board of
directors.


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     SECTION 3.  Payment for Shares.  No certificate shall be
issued for any share until such share is fully paid.

     SECTION 4.  Form of Payment for Shares.  The consideration
for the issuance of shares shall be paid in accordance with the
provisions of the Corporation's Certificate of Incorporation.

     SECTION 5.  Transfer of Shares.  Transfer of shares of
capital stock of the Corporation shall be made only on its stock
transfer books.  Authority for such transfer shall be given only
the holder of record thereof or by his legal representative, who
shall furnish proper evidence of such authority, or by his
attorney thereunto authorized by power of attorney duly executed
and filed with the Corporation.  Such transfer shall be made
only on surrender for cancellation of the certificate for such
shares.  The person in whose name shares of capital stock stand
on the books of the Corporation shall be deemed by the Corpora-
tion to be the owner thereof for all purposes.

     SECTION 6.  Lost Certificates.  The board of directors may
direct a new certificate to be issued in place of any certifi-
cate theretofore issued by the Corporation alleged to have been
lost, stolen, or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed.  When authorizing such issue of a
new certificate, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen, or destroyed certificate, or his
legal representative, to give the Corporation a bond in such sum
as it may direct as indemnity against any claim that may be made
against the Corporation with respect to the certificate alleged
to have been lost, stolen, or destroyed.

                         ARTICLE VIII

                  FISCAL YEAR; ANNUAL AUDIT

     The fiscal year of the Corporation shall end on the last
day of December of each year.  The Corporation shall be subject
to an annual audit as of the end of its fiscal year by indepen-
dent public accountants appointed by and responsible to the
board of directors.

                          ARTICLE IX

                           DIVIDENDS

     Dividends upon the stock of the Corporation, subject to the
provisions of the Certificate of Incorporation, if any, may be
declared by the board of directors at any regular or special
meeting, pursuant to law.  Dividends may be paid in cash, in
property or in the Corporation's own stock.

                           ARTICLE X

                        CORPORATION SEAL

     The corporate seal of the Corporation shall be in such form
as the board of directors shall prescribe.

                          ARTICLE XI

                          AMENDMENTS

     In accordance with the Corporation's Certificate of
Incorporation, these Bylaws may be repealed, altered, amended or
rescinded by the stockholders of the Corporation only by vote of
not less than 80% of the outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of
directors (considered for this purpose as one class) cast at a
meeting of the stockholders called for that purpose (provided
that notice of such proposed repeal, alteration, amendment or
rescission is included in the notice of such meeting).  In
addition, the board of directors may


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repeal, alter, amend or rescind these Bylaws by vote of
two-thirds of the board of directors at a legal meeting held in
accordance with the provisions of these Bylaws.

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