<PAGE>   1
         ANNUAL REPORT ON FORM 10-K


         Securities and Exchange Commission
         Washington, D.C. 20549

         Annual Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the fiscal year ended Dec. 31, 1998.
         Commission File Number 0-15580

         ST. PAUL BANCORP, INC.

         Incorporated in the State of Delaware
         IRS Employer Identification #36-3504665
         Address:   6700 West North Avenue
                    Chicago, Illinois 60707
         Telephone: (773) 622-5000


         Securities registered pursuant to Section 12(g) of the Act: Common
         Stock, Par Value $0.01; Preferred Stock Purchase Rights.

                  As of Jan. 29, 1999, St. Paul Bancorp, Inc. had 40,795,468
         shares of common stock outstanding. The aggregate market value of
         common stock held by non-affiliates as of Jan. 29, 1999, was
         $846,192,222.(1)

                  Indicate by check mark 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 is not contained herein, and
         will not be contained, to the best of registrant's knowledge, in
         definitive proxy incorporated by reference in Part III of this Form
         10-K or any amendment to this Form 10-K  X  .
                                                 --- 

                     Documents Incorporated By Reference:
         PARTS I, II, III, AND IV:

                  Portions of the Annual Report to Shareholders for the fiscal
         year ended Dec. 31, 1998.

         PART III:

                  Portions of the definitive proxy statement for the 1999 Annual
         Meeting of Shareholders. Notwithstanding anything to the contrary set
         forth herein, the Report of the Organizational Planning and Stock
         Option Committees on Executive Compensation and the Corporate
         Performance Graph contained in the proxy statement shall not be
         incorporated by reference.

--------------

         (1) Solely for the purpose of this calculation, all executive officers
and directors of the registrant are considered to be affiliated. Also included
are the shares held by various employee benefit plans where trustees are
directors of St. Paul Bancorp, Inc.

<PAGE>   2


The information required by the following items are incorporated herein by
reference from portions of the registrant's Annual Report to Shareholders at
Exhibit 13 as follows:


<TABLE>
<CAPTION> 
                                                                                                  Page Number
         PART I                                                                                  at Exhibit 13
         Item 1   Business                                                                       -------------
<S>                                                                                              <C>
                  General.................................................................19-21, 44-45, 71
                  Distribution of Assets, Liabilities and Stockholder's Equity;
                  Interest Rates and Interest Differential...........................................25-26
                  Investment Portfolio...........................................................39, 49-50
                  Loan Portfolio..................................................33-36, 38, 45, 50-52, 64
                  Summary of Loan Loss Experience............................................35-36, 45, 51
                  Deposits..........................................................................25, 54
                  Return on Equity and Assets...........................................................18
                  Short-Term Borrowings..........................................................39, 54-56

         Item 2   Properties............................................................................71

         Item 3   Legal Proceedings...................................................................none

         Item 4   Submission of Matters to a Vote of
                  Security Holders....................................................................none

         PART II

         Item 5   Market for the Registrant's Common Equity and Related
                  Stockholder Matters......................................19, 23, 24, 34, 57-59, 70-73, 76

         Item 6   Selected Financial Data................................................................18

         Item 7   Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.................................................19-39
         Item 7a  Quantitative and Qualitative Disclosure about
                  Market Risk ........................................................................37-38

         Item 8   Financial Statements and Supplemental Data..........................................40-69

         Item 9   Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosures.................................................none

         PART III

         Item 10  Directors and Executive Officers of the Registrant....................................74*

         Item 11  Executive Compensation..................................................................*

         Item 12  Security Ownership of Certain Beneficial Owners
                  and Management..........................................................................*

         Item 13  Certain Relationships and Related Transactions..........................................*

         PART IV

         Item 14  Exhibits, Financial Statement Schedules and Reports
                  on Form 8-K.........................................................................72-73
</TABLE>

         * St. Paul Bancorp's definitive proxy statement for the 1999 Annual
Meeting of Shareholders is incorporated herein by reference, other than the
sections entitled "Report of the Organizational Planning and Stock Option
Committees on Executive Compensation" and "Comparative Performance Graph."

<PAGE>   3

  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 March 22, 1999 on its behalf by the undersigned thereunto duly
  authorized.

  St. Paul Bancorp, Inc. Joseph C. Scully Chairman and Chief Executive
  Officer

  Pursuant to the requirements of the Securities Exchange Act of 1934,
  this report has been signed below on March 22, 1999, by the following
  persons on behalf of the registrant and in the capacities indicated.



  /s/JOSEPH C. SCULLY                            /s/ ALAN J. FREDIAN
  -----------------------------------------      ----------------------------
  Chairman and Chief Executive Officer           Director

  /s/PATRICK J. AGNEW                            /s/ PAUL C. GEAREN
  -----------------------------------------      ----------------------------
  President and Chief Operating Officer          Director

  /s/ROBERT N. PARKE                             /s/ KENNETH J. JAMES
  -----------------------------------------      ----------------------------
  Senior Vice President and Treasurer            Director
  (principal financial officer)
                                                 /s/ JEAN C. MURRAY, O.P.
  /s/PAUL J. DEVITT                              ----------------------------
  -----------------------------------------      Director
  First Vice President and Controller
  (principal accounting officer)                 /s/ANTHONY R. PASQUINELLI
                                                 ----------------------------
                                                 Director
  /s/WILLIAM A. ANDERSON      
  -----------------------------------------                                  
  Director                                       /s/JOHN J. VIERA
                                                 ----------------------------
                                                 Director
  /s/JOHN W. CROGHAN
  -----------------------------------------    
  Director



                                 4
<PAGE>   4


EXHIBITS (c)

Financial Statements Filed                                                  Page
--------------------------------------------------------------------------------
St. Paul Bancorp, Inc.
Consolidated Financial Statements ............................................40
Notes to Consolidated Financial Statements ...................................44
Report of Independent Auditors ...............................................69

Schedules to the consolidated financial statements required by Article 9 of
Regulation S-X are omitted, since the required information is included in the
footnotes or is not applicable. 
No reports on Form 8-K were filed during the last quarter of 1998.
The following Exhibit Index lists the Exhibits to Annual Report on Form 10-K.

EXHIBIT NUMBER 3
Certificate of Incorporation and Bylaws.
i      Certificate of Incorporation (a).
ii     Certificate of Amendment of Certificate of Incorporation of Registrant,
       dated June 26, 1998.
iii    Bylaws of Registrant, as amended (a).
iv     Amendments to Bylaws of Registrant dated as of Dec. 18, 1989, July 18,
       1992, Sept. 27, 1993, Oct. 25, 1993 and Feb. 28, 1994, respectively (a).
v      Amendment to Bylaws of Registrant, dated June 22, 1998
EXHIBIT NUMBER 10
Material Contracts.
i     Stock Option Plan, as amended (a)(b).
ii     Amendment to Stock Option Plan dated May 13, 1992 (a)(b).
iii    Amendment to Stock Option Plan dated May 4, 1994 (a)(b).
iv     1995 incentive Plan (a)(b).
v      Amendment to 1995 incentive Plan dated May 6, 1998 (b).
vi     Beverly Bancorporation Stock Option Plan (a)(b).
vii    Beverly Bancorporation 1997 Long-Term Stock incentive Plan (a)(b).
viii   Employment Agreements, dated as of Dec. 19, 1994, among St. Paul Bancorp,
       inc., St. Paul Federal Bank For Savings and Joseph C. Scully and Patrick
       J. Agnew, respectively (a)(b).
ix     Amendments to Employment Agreements, dated as of May 22, 1995, among St.
       Paul Bancorp, inc., St. Paul Federal Bank For Savings and Joseph C.
       Scully and Patrick J. Agnew, respectively (a)(b).
x      Amendments to Employment Agreements, dated as of Aug. 28, 1995, among St.
       Paul Bancorp, inc., St. Paul Federal Bank For Savings and Joseph C.
       Scully and Patrick J. Agnew, respectively (a)(b).
xi     Amendments to Employment Agreements, dated as of Dec. 31, 1995, among St.
       Paul Bancorp, inc., St. Paul Federal Bank For Savings and Joseph C.
       Scully and Patrick J. Agnew, respectively (a)(b).
xii    Severance Agreements, dated as of Dec. 21, 1992, among St. Paul Bancorp,
       inc., St. Paul Federal Bank For Savings and Robert N. Parke, Thomas J.
       Rinella, Donald G. Ross and Clifford M. Sladnick, respectively (a)(b).
xiii   Amendments to Severance Agreements, dated as of Dec. 19, 1994, among St.
       Paul Bancorp, inc., St. Paul Federal Bank For Savings and Robert N.
       Parke, Thomas J. Rinella, Donald G. Ross and Clifford M. Sladnick,
       respectively (a)(b).
                                       5
<PAGE>   5
xiv    Amendments to Severance Agreements, dated as of May 22, 1995, among St.
       Paul Bancorp, inc., St. Paul Federal Bank For Savings and Robert N.
       Parke, Thomas J. Rinella, Donald G. Ross and Clifford M. Sladnick,
       respectively (a)(b).
xv     Amendments to Severance Agreements, dated as of Aug. 28, 1995, among St.
       Paul Bancorp, inc., St. Paul Federal Bank For Savings and Robert N.
       Parke, Thomas J. Rinella, Donald G. Ross and Clifford M. Sladnick,
       respectively (a)(b).
xvi    St. Paul Federal Bank For Savings Deferred Compensation Trust Agreement,
       dated April 21, 1987 (a)(b).
xvii   First Amendment to Agreement in Trust, dated as of Dec. 31, 1989, by and
       between St. Paul Federal Bank For Savings and Alan J. Fredian, Michael R.
       Notaro and Faustin A. Pipal, as trustees (a)(b).
xviii  St. Paul Federal Bank For Savings and St. Paul Bancorp, inc. Nonqualified
       Retirement Plan for Directors, as amended and restated as of January 1,
       1999 (b).
xix    St. Paul Federal Bank For Savings Supplemental Retirement Plan and Excess
       Benefit Plan as amended and restated as of January 1, 1999(b).
xx     St. Paul Federal Bank For Savings Supplemental Retirement Trust as
       amended and restated as of December 31, 1998 (b).
xxi    St. Paul Bancorp, inc. and St. Paul Federal Bank For Savings Employee
       Severance Compensation Plan, executed Dec. 20, 1993 (a)(b).
xxii   First Amendment to St. Paul Bancorp, inc. and St. Paul Federal Bank For
       Savings Employee Severance Compensation Plan, executed as of October 26,
       1998 (b) .
xxiii  Shareholders Right Plan, dated Oct. 26, 1992 (a).
xxiv   indenture and First Supplemental indenture, dated Feb. 11, 1997, between
       St. Paul Bancorp, inc. and Harris Trust and Savings Bank (a).
xxv    indenture dated as of July 1, 1989 between St. Paul Federal Bank For
       Savings and Bankers Trust Company, Trustee (a).
xxvi   Revolving Loan Agreement, dated as of Sept. 15, 1995, between St. Paul
       Bancorp, inc. and LaSalle National Bank (a).

(a)    Exhibit has heretofore been filed with the Securities and Exchange
       Commission and is incorporated herein by reference.
(b)    Management contract or compensation plan or arrangement required to be
       filed as an exhibit.
(c)    Copies of the Exhibits will be furnished upon request and payment of the
       Company's expenses in furnishing the Financial Statement Schedule and
       Exhibits.





                                       6
<PAGE>   6

EXHIBIT NUMBER 13 Portions of the 1998 Annual Report to Shareholders

EXHIBIT NUMBER 21 Subsidiaries of Registrant.

EXHIBIT NUMBER 23 Consent of Ernst & Young LLP 
                  Consent of Grant Thornton LLP
                  Report of Independent Auditors Grant Thornton LLP

EXHIBIT NUMBER 27 Financial Data Schedule





                                       7