8-K

                              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): August 20, 2004



                            CFS BANCORP, INC.
                            _________________
         (Exact name of Registrant as specified in its charter)


    Delaware                         000-24611                    35-2042093
    ________                         _________                    __________
(State or other jurisdiction   (Commission File Number)        (IRS Employer
    of incorporation)                                      Identification No.)


       707 Ridge Road
      Munster, Indiana                                             46321
      ________________                                             _____
(Address of Principal Executive Offices)                        (Zip Code)


                                (219) 836-5500
                                ______________
            (Registrant's telephone number, including area code)


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(a)  Not applicable.
(b)  Not applicable.
(c)  Exhibits

         No.       Description
    ___________    ___________________________________________
        99.1       Press Release, dated as of August 20, 2004.


Item 9.  Regulation FD Disclosure

     On August 20, 2004, CFS Bancorp, Inc. issued a press release announcing
that James W. Prisby resigned as Vice-Chairman, President, Chief Operating
Officer and Director of CFS Bancorp, Inc. and its wholly-owned subsidiary
Citizens Financial Services, FSB.  A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.  The
information in this Current Report on Form 8-K and the Exhibit 99.1 attached
hereto, are furnished pursuant to Item 9 and shall not be deemed "filed" for
purposes of Section 18 of the Securities Act of 1934 or otherwise subject to
the liabilities under that Section.  Furthermore, the information in this
Current Report on Form 8-K, including the Exhibit 99.1, shall not be deemed to
be incorporated by reference into filings of CFS Bancorp, Inc. under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference to such filing.



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                               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.

                                   CFS Bancorp, Inc.
                                   (Registrant)


Date:  August 20, 2004             By:  /s/ Brian L. Goins
                                        -----------------------------------
                                        Brian L. Goins, Vice President -
                                        Corporate Counsel































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                            INDEX TO EXHIBITS


Exhibit No.                   Description
___________                   ___________

99.1                          Press Release, dated August 20, 2004



































                                    4

EX-99.1

                                                                  EXHIBIT 99.1

[CFS Bancorp, Inc. Letterhead]


August 20, 2004
FOR IMMEDIATE RELEASE

CONTACT:  Thomas F. Prisby, Chairman of the Board and Chief Executive Officer
          2l9-836-5500

    CFS BANCORP, INC. ANNOUNCES RESIGNATION OF JAMES W. PRISBY, THE
     COMPANY'S VICE-CHAIRMAN, PRESIDENT AND CHIEF OPERATING OFFICER


MUNSTER, IN - August 20, 2004 - CFS Bancorp, Inc. (NASDAQ: CITZ) (the "Company")
announced today that James Prisby has resigned as Vice-Chairman, President,
Chief Operating Officer and Director of the Company and its wholly-owned
subsidiary Citizens Financial Services, FSB (the "Bank") effective immediately.

The positions of Vice-Chairman, President and Chief Operating Officer will not
be immediately filled.  Instead, the Board of Directors will temporarily
reassign these duties to Thomas F. Prisby, Chairman and Chief Executive Officer,
and the other executive officers.

The Board of Directors issued the following statement, "Mr. James Prisby has
faithfully served Citizens for 30 years, and it is with regret that we
announce that he will no longer be a director or an officer.  He will be missed
by all of those who have had the pleasure and honor of working with him.  We
wish him the best in his future endeavors."

Mr. James Prisby also issued the following statement: "I have thoroughly enjoyed
my career at Citizens. I'm pleased to have had the opportunity to work with and
help many wonderful employees and customers."

In accordance with the terms of his resignation, Mr. James Prisby will receive
a payment equal to approximately 3 years of compensation ($1,000,000) which is
expected to reduce the Company's diluted earnings per share by $0.05, on an
after-tax basis, for the third quarter of 2004.

CFS Bancorp, Inc. is the parent of Citizens Financial Services, FSB, a $1.5
billion asset federal savings bank.  Citizens Financial Services provides
community banking services and currently operates 22 offices throughout
adjoining markets in Chicago's Southland and Northwest Indiana.  The Company
maintains a website at www.cfsbancorp.com.

This press release contains certain forward-looking statements and information
relating to the Company that is based on the beliefs of management as well as
assumptions made by and information currently available to management.  These
forward-looking statements include but are not limited to statements containing
the words "anticipate," "believe," "estimate," "expect," "indicate," "intend,"
"should," and similar expressions, or the negative thereof, as they relate to
the Company or the Company's management, are intended to identify forward-
looking statements.  Such statements reflect the current views of the Company
with respect to future events and are subject to certain risks, uncertainties
and assumptions.  One or more of these risks may vary materially from those
described herein as anticipated, believed, estimated, expected or intended.
The Company does not intend to update these forward-looking statements.






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