As filed with the Securities and Exchange Commission on March 7, 2013

Registration No. 333-170065

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

___________

Post-Effective Amendment No. 1 to

FORM S-8

Registration Statement

under the Securities Act of 1933

___________

NORTHERN STATES FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 36-3449727 (I.R.S. Employer Identification No.)

1601 North Lewis Avenue

Waukegan, Illinois 60085

(Address, including zip code of registrant’s principal executive offices)

___________

2009 Restricted Stock Plan

of Northern States Financial Corporation

(Full title of the plan)

___________

Scott Yelvington

President and Chief Executive Officer

Northern States Financial Corporation

1601 North Lewis Avenue

Waukegan, Illinois 60085

(847) 244-6000

(Name, address and telephone number, including area code, of agent for service)

Copies to:

James M. Kane, Esq.

Vedder Price P.C.

222 North LaSalle Street

Chicago, Illinois  60601

(312) 609-7500

___________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ý
(Do not check if a smaller reporting company)

EXPLANATORY STATEMENT

Deregistration of Securities

Northern States Financial Corporation (the “Registrant”) is filing this Post-Effective Amendment No. 1 to its Registration Statement on Form S-8, which was filed with the Securities and Exchange Commission on October 21, 2010 (File No. 333-170065) (the “Registration Statement”), to deregister all shares of the Registrant’s common stock, par value $0.40 per share (the “Common Stock”), covered by the Registration Statement that remain unsold under the Northern States Financial Corporation 2009 Restricted Stock Plan as of the date hereof.  A total of 400,000 shares of Common Stock were registered under the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-effective Amendment No. 1 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waukegan, State of Illinois, on March 7, 2013.

NORTHERN STATES FINANCIAL CORPORATION

By:/s/Scott Yelvington                                                        

Scott Yelvington

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-effective Amendment No. 1 to Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Chairman of the Board	March 7, 2013
Allan J. Jacobs
/s/Scott Yelvington	President, Chief Executive Officer and Director	March 7, 2013
Scott Yelvington	(principal executive officer)
*	Vice President and Chief Financial Officer	March 7, 2013
Steven J. Neudecker	(principal financial and accounting officer)

*	Director	March 7, 2013
Theodore A. Bertrand
*	Director	March 7, 2013
Jack H. Blumberg
*	Director	March 7, 2013
Frank J. Furlan

*	Director	March 7, 2013
James A. Hollensteiner
	Director	March 7, 2013
P. David Kuhl
*	Director	March 7, 2013
Barbara Jo Martin

*	Director	March 7, 2013
Raymond M. Mota
	Director	March 7, 2013
Charles W. Smith

* Signed pursuant to power of attorney

By:	/s/Scott Yelvington
	Scott Yelvington
	(Attorney-in-Fact)