United States

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549





Amendment
No. 1 on Form 10-K

to Form 10-KSB

(Mark one)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended September 30, 2008

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
                    to                     .

Commission file No. 001-33322





CMS BANCORP, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 20-8137247                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|123 Main Street White Plains, New York                         |  | 10601                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(914) 422-2700

(Registrants telephone number, including area code)

Securities
registered pursuant to Section 12(b) of the Act:



|                                        |  |                                          
|--------------------------------------- |  | -----------------------------------------
|Title of each class                     |  | Name of each exchange on which registered
|Common Stock, par value $0.01 per share |  | Nasdaq Capital Market                    

Securities registered pursuant to section 12(g) of the Act:

None.

(Title of Class)

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is
not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.    x

Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Securities Exchange
Act).    Yes   ̈    No  x

The issuers revenues for the fiscal year ended September 30, 2008 were $10.6 million.

The aggregate market value of the common equity held by non-affiliates of the registrant, computed by reference to the average bid and
asked prices of the common stock as of December 22, 2008 was $ 13.5 million.

As of the latest practicable date, the
registrant had 1,932,518 shares of common stock, par value $0.01 per share, outstanding.















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EXPLANATORY NOTE:

This Amendment No. 1 (this Amendment No. 1) on Form 10-K to Form 10-KSB for the fiscal year ended September 30, 2008 is being filed to include the signature of the Chief
Financial Officer (Principal Financial and Accounting Officer), which was inadvertently omitted from the signature page to the Form 10-KSB filed on December 23, 2008. This Amendment No. 1 is also being filed to identify the Principal
Executive Officer, whose identification was inadvertently omitted from the signature page.

We are also including in this Amendment No. 1
updated Exhibit Index references and certifications of our principal executive and principal financial officers. This Amendment No. 1 to our Annual Report on Form 10-KSB as originally filed on December 23, 2008 (the Original
Report) continues to speak as of the date of our Original Report, and we have not updated the disclosures contained in this Amendment No. 1 to reflect any events that occurred subsequent to the filing of the Original Report.



---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



CMS BANCORP, INC.By:

/S/ JOHN E.
RITACCOJohn E. Ritacco President and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                                  |  |                                                                                               |  |                  
|------------------------------------------------- |  | --------------------------------------------------------------------------------------------- |  | -----------------
|Name                                              |  | Title                                                                                         |  | Date             
|                                                  |  |                                                                                              
|/S/ THOMAS G. FERRARA
Thomas G. Ferrara           |  | Chairman of the Board of Directors                                                            |  | December 23, 2008
|                                                  |  |                                                                                              
|/S/ JOHN E. RITACCO
John E. Ritacco               |  | President, Chief Executive Officer and Director(Principal Executive Officer)                  |  | December 23, 2008
|                                                  |  |                                                                                              
|/S/ STEPHEN E. DOWD
Stephen E. Dowd               |  | Senior Vice President and Chief Financial Officer(Principal Financial and Accounting Officer) |  | January 12, 2012 
|                                                  |  |                                                                                              
|/S/ WILLIAM V. CUDDY
William V. Cuddy             |  | Director                                                                                      |  | December 23, 2008
|                                                  |  |                                                                                              
|/S/ SUSAN A. MASSARO
Susan A. Massaro             |  | Director                                                                                      |  | December 23, 2008
|                                                  |  |                                                                                              
|/S/ CHERI R. MAZZA
Cheri R. Mazza                 |  | Director                                                                                      |  | December 23, 2008
|                                                  |  |                                                                                              
|/S/ MATTHEW G.
MCCROSSON Matthew G. McCrosson     |  | Director                                                                                      |  | December 23, 2008
|                                                  |  |                                                                                              
|/S/ ANNEMARIE V. ROMAGNOLI
Annemarie V. Romagnoli |  | Director                                                                                      |  | December 23, 2008



---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 on Form 10-K to Form 10-KSB to be signed on its
behalf by the undersigned, thereunto duly authorized.



CMS BANCORP, INC.By:

/S/    STEPHEN E. DOWDStephen E. Dowd Senior Vice President and Chief Financial Officer (Duly Authorized
Representative)


Date:

January 12, 2012




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EXHIBIT INDEX



|            |  |                                                                                                                                    
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                        
|            | 
|2.1         |  | Plan of Conversion and Stock Issuance of Community Mutual Savings Bank. (1)                                                        
|            | 
|3.1         |  | Certificate of Incorporation of CMS Bancorp, Inc. (1)                                                                              
|            | 
|3.2         |  | Bylaws of CMS Bancorp, Inc. (1)                                                                                                    
|            | 
|4.1         |  | Form of Stock Certificate of CMS Bancorp, Inc. (1)                                                                                 
|            | 
|10.1        |  | Form of Employee Stock Ownership Plan of CMS Bancorp, Inc. (2)                                                                     
|            | 
|10.2        |  | Amended and Restated Employment Agreement between John E. Ritacco and CMS Bancorp, Inc. (3)                                        
|            | 
|10.3        |  | Amended and Restated Employment Agreement between John E. Ritacco and Community Mutual Savings Bank. (3)                           
|            | 
|10.4        |  | Form of Two-Year Change of Control Agreement by and among certain officers, Community Mutual Savings Bank and CMS Bancorp, Inc. (1)
|            | 
|10.5        |  | CMS Bancorp, Inc. 2007 Stock Option Plan. (4)                                                                                      
|            | 
|10.6        |  | CMS Bancorp, Inc. 2007 Recognition and Retention Plan. (4)                                                                         
|            | 
|13.1        |  | CMS Bancorp, Inc. 2008 Annual Report to Shareholders.*                                                                             
|            | 
|14.1        |  | Code of Ethics. (5)                                                                                                                
|            | 
|21.1        |  | Subsidiaries of the Registrant*                                                                                                    
|            | 
|23.1        |  | Independent Registered Public Accounting Firms Consent.*                                                                          
|            | 
|31.1        |  | Rule 13a-14(a)/15d-14(a) Certification.**                                                                                          
|            | 
|31.2        |  | Rule 13a-14(a)/15d-14(a) Certification.**                                                                                          
|            | 
|32.1        |  | Section 1350 Certification.*                                                                                                       
|            | 
|32.2        |  | Section 1350 Certification.*                                                                                                       





|* | Filed with the Annual Report on Form 10-KSB dated and filed with the Commission on December 23, 2008.
|- | -----------------------------------------------------------------------------------------------------

|** | Filed herewith.
|-- | ---------------

|(1) | Incorporated by reference to Registration Statement No. 333-139176 on Form SB-2 filed with the Commission on December 7, 2006, as amended.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to the Registration Statement No. 333-139176 on Form SB-2 filed with the Commission on January 19, 2007, as amended.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to the Registrants Form 8-K filed with the Commission on July 31, 2008.
|--- | --------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to the Registrants Proxy Statement filed with the Commission on September 21, 2007.
|--- | --------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to the Registrants Annual Report on Form 10-KSB filed with the Commission on December 28, 2007.
|--- | --------------------------------------------------------------------------------------------------------------------------