UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
8-K





CURRENT
REPORT





PURSUANT
TO SECTION 13 OR 15(D) OF


THE
SECURITIES EXCHANGE ACT OF 1934





Date of
Report (Date of earliest event reported): October 21, 2008





AJS BANCORP,
INC.


(Exact
Name of Registrant as Specified in Charter)





Federal
            000-33405
            36-4485429(State
      or Other Jurisdiction)
            (Commission
      File No.)
            (I.R.S.
      Employerof
      Incorporation)
            
            Identification
      No.)14757 South Cicero
      Avenue, Midlothian, Illinois
            
            60445(Address
      of Principal Executive Offices)
            
            (Zip
      Code)





Registrant's
telephone number, including area code: (708)
687-7400








Not
Applicable


(Former
name or former address, if changed since last report)








Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):





o
            Written
      communications pursuant to Rule 425 under the Securities Act (17 CFR
      230.425)





o
            Soliciting
      material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)





o
            Pre-commencement
      communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
      240.14d-2(b))





o
            Pre-commencement
      communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
      240.13e-4(c))





Item
      1.01.
            Entry into a Material
      Definitive Agreement.





On
October 21, 2008, the Board of Directors of A.J. Smith Federal Savings Bank (the
“Bank”), the wholly-owned subsidiary of AJS Bancorp, Inc. approved the adoption
of an amended Employment Agreement (the “Contract”) between the Bank and Ms. Lyn
G. Rupich, President and Chief Operating Officer.  The content of the
Contract is substantially the same as the Contract dated October 16, 2007
between the Bank and Ms. Rupich, which was previously filed with the Securities
and Exchange Commission.  The Contract was amended to further clarify
compliance with the American Jobs Creation Act and Section 409A of the Internal
Revenue Code.  The Contract is included as an exhibit.





Additionally,
on October 21, 2008 the Bank approved the adoption of the Amended and Restated
2005 Retirement Plan for Outside Directors.  The Plan was amended and
restated to comply with the American Jobs Creation Act and Section 409A of the
Internal Revenue Code.  The Plan is included as an
exhibit.








Item
      9.01
            Financial Statements
      and Exhibits





(a)
            Exhibits.





The
following Exhibit is attached as part of this report:





99
            Employment
      Agreement


99.1
            Amended
      and Restated 2005 Retirement Plan for Outside
  Directors











SIGNATURES





Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, hereunto duly
authorized.





AJS
      BANCORP, INC.DATE:
      October 22, 2008
            By:
            /s/ Lyn G.
      RupichLyn
      G. RupichPresident/Chief
      Operating Officer











EXHIBIT
INDEX





Exhibit
      No.
            Description99
            Amended
      Employment Agreement dated October 21, 200899.1
            Amended
      and Restated 2005 Retirement Plan for Outside
  Directors