SecProbe.io

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November 8, 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, Amended November 1, 2004
	File No. 333-119217

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

Summary - page 1
1. We note your revised changes on pages 5 and 12 made in response to
prior comment 6.  Please replace the cross references to your
discussion on page 3 with the requested disclosure.

Impact on Our Results of Operations - page 4
2. Your discussion of net income adjusted to exclude impairment
losses in 2004 and prepayment penalties in 2003 is inappropriate.
Please revise your discussion to exclude these non-GAAP amounts and
make conforming changes throughout the registration statement.
Alternatively, if you believe these measures are not prohibited,
please provide the information required by Item 10 of Regulation S-K.
Refer to Release 33-8176.

Future Adverse Developments Concerning Fannie Mae or Freddie Mac...
page 20

3. Please supplementally provide us with the detailed impairment
analysis of your Fannie Mae and Freddie Mac floating rate preferred
stock as of June 30 and September 30, 2004.  Please supplementally
address the following with regards to your impairment analysis:
* How you considered the terms of the individual securities;
* Which specific authoritative accounting literature you applied; and
* How you determined that the additional declines in fair value as of
September 30, 2004 did not constitute other than temporary
impairments that would warrant taking a further impairment charge at
that time.

Recent Developments - page 29
4. Please revise your introductory paragraph to clarify that the
information at September 30, 2004 and for the three and nine months
ended September 30, 2004 and 2003 is derived from unaudited financial
statements.

How We Intend To Use The Proceeds From The Offering - page 38
5. Please revise this section, and throughout the document, to more
fully discuss the current state of your plans to engage in de novo
branching into the Chicago market.  We note your discussion on page
54 made in response to comment 27.  If your plans have not reached
the stage of negotiating with the owners of potential sites or
discussions with the OTS, so state.

BankFinancial Corporation May Use the Proceeds it Retains From the
Offering - page 39
6. Identify the amount of each type of debt instrument that
BankFinancial Corporation might retire with the proceeds of the
offering, as mentioned in the third bullet point on page 39.

Core Deposit Intangible Amortization - page 55
7. Please supplementally provide us with a schedule showing your
calculation of amortization expense of your core deposit intangible
assets that illustrates your use of the sum-of-the-years-digit method
over a 10-year period.

Critical Accounting Polices - page 58
8. We note your presentation of sensitivity analysis regarding an
instantaneous increase in the current corresponding offering rate.
However, your discussion states that the most critical estimate is
the mortgage loan prepayment speed assumption.  Please revise to
include sensitivity analysis regarding the prepayment speed
assumption in addition to the current corresponding offering rate
analysis.  See related comment number 10, below.

Provision for Loan Losses - page 72
9. Refer to prior comment 36.  Your disclosure states that the
recovery in 2003 related to one non-residential loan that had been
charged-off by Success Bancshares prior to the acquisition.   Please
tell us if the $275,000 of non-residential real estate loans
recovered in 2002 also related to one loan and if there is any
relation to the loan recovered in 2003.
10. Please tell us how you determined these recoveries should be
recorded as a credit to the allowance for loan losses rather than as
a reduction of goodwill.

Material Income Tax Consequences - page 151
11. We note the revision to item 7 of your counsel`s opinion.  Please
revise the language to clarify that the opinion is based upon the
"more likely than not" analysis, rather than an assumption.

Consolidated Financial Statements

Note 1 - Summary of Significant Accounting Policies

Allowance for Loan Losses - page F-9
12. Refer to prior comments 37 and 44.  Your disclosure states that
the Company has not recorded any provision for losses on commitments
since no losses were probable and reasonably estimable.  Please tell
us how you came to these conclusions while considering loan
commitments in determining the provision for loan losses.

New Accounting Standards - page F-12
13. Refer to prior comment 46.  Please tell us how you determined
that the fair value of loan commitments that meet the definition of
derivative instruments should be recorded as an asset.  We would
expect the fair value of such commitments to be recorded as a
liability initially and remain a liability until expiration or
termination of the commitment.

Note 4 - Secondary Mortgage Market Activities - page F-19
14. Refer to prior comment 47.  Please revise your disclosure to
include the sensitivity analysis required by paragraph 17g(3) of SFAS
140.

*	*	*

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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