SC 13D/A

Page 1 of 24 Pages

CUSIP No. 12525D102

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Amendment No. 1 to

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

CFS BANCORP, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

12525D102

(CUSIP Number)

Mr. John Wm. Palmer

PL Capital, LLC

20 E. Jefferson Ave.

Suite 22

Naperville, IL  60540

630-848-1340

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 25, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box  o.

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CUSIP No. 12525D102

1	NAME OF REPORTING PERSON Financial Edge Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)    x (b)    o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2 (e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 397,734
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 397,734
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 397,734
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                                                                                                                                                                         60;			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8%
14	TYPE OF REPORTING PERSON PN

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CUSIP No. 12525D102

1	NAME OF REPORTING PERSON Financial Edge—Strategic Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)   x (b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 173,500
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 173,500
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 173,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON PN

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CUSIP No. 12525D102

1	NAME OF REPORTING PERSON Goodbody/PL Capital, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)   x (b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 174,701
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 174,701
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 174,701
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON PN

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CUSIP No. 12525D102

1	NAME OF REPORTING PERSON PL Capital/Focused Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)   x (b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 174,396
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 174,396
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 174,396
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON PN

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CUSIP No. 12525D102

1	NAME OF REPORTING PERSON PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)   x (b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 802,064
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 802,064
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 802,064
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.6%
14	TYPE OF REPORTING PERSON PN

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CUSIP No. 12525D102

1	NAME OF REPORTING PERSON PL Capital Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)   x (b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 920,331
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 920,331
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 920,331
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.7%
14	TYPE OF REPORTING PERSON PN

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CUSIP No. 12525D102

1	NAME OF REPORTING PERSON Goodbody/PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)    x (b)    o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 174,701
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 174,701
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 174,701
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.6%
14	TYPE OF REPORTING PERSON PN

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CUSIP No. 12525D102

1	NAME OF REPORTING PERSON John W. Palmer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)    x (b)    o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,000
		8	SHARED VOTING POWER 976,765
		9	SOLE DISPOSITIVE POWER 1,000
		10	SHARED DISPOSITIVE POWER 976,765
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 977,765
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2%
14	TYPE OF REPORTING PERSON IN

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CUSIP No. 12525D102

1	NAME OF REPORTING PERSON Richard J. Lashley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)    x (b)    o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 3,000
		8	SHARED VOTING POWER 987,065
		9	SOLE DISPOSITIVE POWER 3,000
		10	SHARED DISPOSITIVE POWER 987,065
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 990,065
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%
14	TYPE OF REPORTING PERSON IN

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CUSIP No. 12525D102

1	NAME OF REPORTING PERSON Beth Lashley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)    T (b)    £
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 10,300
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 10,300
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,300
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			T
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) <1.0%
14	TYPE OF REPORTING PERSON IN

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CUSIP No. 12525D102

1	NAME OF REPORTING PERSON Irving A. Smokler
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)    x (b)    o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 56,434
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 56,434
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,434
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5%
14	TYPE OF REPORTING PERSON IN

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CUSIP No. 12525D102

1	NAME OF REPORTING PERSON Red Rose Trading Estonia OU
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)    x (b)    o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, BK, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Estonia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 56,434
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 56,434
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,434
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5%
14	TYPE OF REPORTING PERSON OO

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CUSIP No. 12525D102

Item 1.   Security and Issuer

This amended Schedule 13D relates to the common stock, $0.01 par value (“Common Stock”), of CFS Bancorp, Inc. (the “Company” or “CFS Bancorp”).  The address of the principal executive offices of the Company is 707 Ridge Road, Munster, IN  46321.

Item 2.   Identity and Background

This amended Schedule 13D is being filed jointly by the parties identified below.  All of the filers of this Schedule 13D are collectively the “PL Capital Group.”  The joint filing agreement of the members of the PL Capital Group is attached to this filing as Exhibit 1.

·   Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”)

·   Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”)

·   PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”)

·   PL Capital, LLC, a Delaware limited liability company and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund and investment advisor to separate accounts held by Red Rose Trading Estonia OU (“PL Capital”)

·   PL Capital Advisors, LLC, a Delaware limited liability company and investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL Capital, L.P. (“PL Capital Advisors”)

·   Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”)

·   Goodbody/PL Capital, LLC, a Delaware limited liability company and General Partner of Goodbody/PL LP (“Goodbody/PL LLC”)

·   John W. Palmer and Richard J. Lashley, Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC, and as individuals

·   Beth Lashley, spouse of Richard Lashley, as an individual

·   Red Rose Trading Estonia OU, an Estonian company (“Red Rose”)

·   Irving A. Smokler, principal of Red Rose

(a)-(c)         This statement is filed by Mr. John Palmer and Mr. Richard Lashley, with respect to the shares of Common Stock beneficially owned by them, as follows:

(1)   shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, Focused Fund and Red Rose, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of PL Capital, the General Partner of Financial Edge Fund, Financial Edge Strategic and

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CUSIP No. 12525D102

Focused Fund and investment advisor to separate accounts held by Red Rose;

(2)   shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of PL Capital Advisors, the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP;

(3)   shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of Goodbody/PL LLC, the General Partner of Goodbody/PL LP;

(4)   shares of Common Stock held in the name of Mr. Palmer as an individual; and

(5)   shares of Common Stock held in the name of Mr. Lashley as an individual, as well as held jointly in the name of Mr. Lashley and Beth Lashley.

This statement is filed by Dr. Irving Smokler with respect to the shares of Common Stock beneficially owned by Red Rose.

The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Mr. Palmer, Mr. Lashley and Beth Lashley is:  c/o PL Capital, 20 East Jefferson Avenue, Suite 22, Naperville, Illinois 60540.  Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP and Goodbody/PL LLC are engaged in various interests, including investments.

The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC, whose principal business is investments.  Beth Lashley is the spouse of Richard Lashley and is currently not employed.

The business address of Red Rose and Dr. Irving Smokler is c/o of Maple Leaf Properties, 980 N. Federal Highway, Suite 307, Boca Raton, FL   33432.  Red Rose is engaged in various investment activities.

The principal employment of Dr. Smokler is as a partner of Maple Leaf Properties, a Michigan co-general partnership, a real estate investment firm with a principal address of 980 N. Federal Highway, Suite 307, Boca Raton, FL   33432.

(d)           During the past five years, no member of the PL Capital Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           During the past five years, no member of the PL Capital Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

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CUSIP No. 12525D102

(f)           All of the individuals who are members of the PL Capital Group are citizens of the United States.

Item 3.   Source and Amount of Funds or Other Consideration

In aggregate, the PL Capital Group owns 991,065 shares of Common Stock of the Company acquired at an aggregate cost of $3,137,954.

The amount of funds expended by Financial Edge Fund to acquire the 397,734 shares of Common Stock it holds in its name is $1,283,753.  Such funds were provided from Financial Edge Fund’s available capital and from time to time from margin loans provided by BNP Paribas Prime Brokerage, Inc. (“BNP Paribas”).

The amount of funds expended by Financial Edge Strategic to acquire the 173,500 shares of Common Stock it holds in its name is $565,368.  Such funds were provided from Financial Edge Strategic’s available capital and from time to time from margin loans provided by BNP Paribas.

The amount of funds expended by Goodbody/PL LP to acquire the 174,701 shares of Common Stock it holds in its name is $569,270.  Such funds were provided from Goodbody/PL LP’s available capital and from time to time from margin loans provided by BNP Paribas.

The amount of funds expended by Focused Fund to acquire the 174,396 shares of Common Stock it holds in its name is $555,250.  Such funds were provided from Focused Fund’s available capital.

The amount of funds expended by Mr. Palmer to acquire the 1,000 shares of Common Stock he holds in his name is $11,846.  Such funds were provided from Mr. Palmer’s personal funds.

The amount of funds expended by Mr. Lashley to acquire the 3,000 shares of Common Stock he holds individually in his name is $9,668.  Such funds were provided from Mr. Lashley’s personal funds.

The amount of funds expended by Richard and Beth Lashley to acquire the 10,300 shares of Common Stock they hold jointly is $33,840.  Such funds were provided from Mr. and Mrs. Lashley’s personal funds.

The amount of funds expended by Red Rose to acquire the 56,434 shares of Common Stock it holds in its name is $108,957.  Such funds were provided from Red Rose’s available capital and from time to time from margin loans provided by BNP Paribas.

Any purchases of Common Stock made by members of the PL Capital Group using funds borrowed from BNP Paribas, if any, were made in margin transactions on that firms’ usual terms and conditions.  All or part of the shares of Common Stock owned by members of the PL Capital Group may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to members of the PL Capital Group.  Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin.  Such indebtedness, if any, may be refinanced with other banks or broker-dealers.  As of the date of this filing no member of the PL Capital Group has margin or other loans outstanding secured by Common Stock other than Financial Edge Fund, Financial Edge Strategic and Goodbody/PL LP.

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CUSIP No. 12525D102

Item 4.   Purpose of Transaction

This is the PL Capital Group’s first amendment to its initial Schedule 13D filing.  The PL Capital Group acquired shares of Common Stock because it believes that the Common Stock is undervalued.

The PL Capital Group plans to ask management of the Company what their operating and strategic plans are for, among other things:  (1) managing its holdings of loan participations and syndications, (2) managing other credit risks in the current economic downturn, and (3) maximizing the value of the Common Stock.

On March 25, 2009, the PL Capital Group sent a notice of shareholder derivative demand to the Company’s board of directors.  A copy of the letter is attached hereto as Exhibit 2.

Members of the PL Capital Group may make further purchases of shares of Common Stock.  Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them.

To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the PL Capital Group has such a purpose.  Except as noted in this Schedule 13D, no member of the PL Capital Group has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D.  Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

Item 5.   Interest in Securities of the Company

The percentages used in this Schedule 13D are calculated based upon 10,591,680 outstanding shares of Common Stock.  This is the number of shares of Common Stock that the Company reported as outstanding as of February 28, 2009 in its Annual Report on Form 10-K, which was filed with Securities and Exchange Commission on March 9, 2009.  The PL Capital Group’s transactions in the Common Stock since it filed its initial Schedule 13D on January 27, 2009 are as follows:

(A)Financial Edge Fund

(a)-(b)     See cover page.

(c)           Financial Edge Fund made the following purchases since January 21, 2009:

Date	Number of Shares Purchased	Price Per Share	Total Cost
1/27/09	5,000	$3.08	$15,476
1/30/09	5,500	$2.57	$14,240
2/10/09	10,000	$2.64	$26,500
2/19/09	1,200	$2.41	$2,939
2/27/09	807	$2.59	$2,138
3/05/09	1,923	$1.94	$3,774

(d)           Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge

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CUSIP No. 12525D102

Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Fund with regard to those shares of Common Stock.

(B)Financial Edge Strategic

(a)-(b)    See cover page.

(c)           Financial Edge Strategic made the following purchase of Common Stock since January 21, 2009:

Date	Number of Shares Purchased	Price Per Share	Total Cost
2/10/09	1,000	$2.64	$2,685

(d)           Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic.  Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Strategic with regard to those shares of Common Stock.

(C)Goodbody/PL LP

(a)-(b)     See cover page.

(c)           Goodbody/PL LP made the following purchase of Common Stock since January 21, 2009:

Date	Number of Shares Purchased	Price Per Share	Total Cost
2/10/09	1,000	$2.64	$2,685

(d)           Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Mr. Palmer and Mr. Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP.  Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by Goodbody/PL LP.

(D)Focused Fund

(a)-(b)     See cover page.

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CUSIP No. 12525D102

(c)           Focused Fund made the following purchases of Common Stock since January 21, 2009:

Date	Number of Shares Purchased	Price Per Share	Total Cost
1/27/09	5,000	$3.08	$15,476
1/30/09	5,000	$2.57	$12,945
2/10/09	10,000	$2.64	$26,500
3/06/09	1,896	$1.94	$3,734

(d)           PL Capital is the general partner of Focused Fund.  Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital.  Therefore, PL Capital may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by PL Capital.

(E)PL Capital

(a)-(b)     See cover page.

(c)           PL Capital has made no purchases or sales of Common Stock directly.

(d)           PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund.  PL Capital is the investment advisor for separate accounts held by Red Rose.  Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital.  Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund and Red Rose.

(F)PL Capital Advisors

(a)-(b)     See cover page.

(c)           PL Capital Advisors has made no purchases or sales of Common Stock directly.

(d)           PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP and Focused Fund.  Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital Advisors, they have the power to direct the affairs of PL Capital Advisors.  Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP, and Focused Fund.

(G)Goodbody/PL LLC

(a)-(b)     See cover page.

(c)           Goodbody/PL LLC has made no purchases or sales of Common Stock directly.

(d)           Goodbody/PL LLC is the general partner of Goodbody/PL LP.  Because Mr. Palmer and Mr. Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC.  Therefore, Goodbody/PL LLC may be deemed to share with Messrs.

MILW

Page 20 of 24 Pages

CUSIP No. 12525D102

Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by Goodbody/PL LP.

(H)Mr. John W. Palmer

(a)-(b)     See cover page.

(c)           Mr. Palmer made no purchases or sales of Common Stock since January 21, 2009.

(I)Mr. Richard J. Lashley

(a)-(b)     See cover page.

(c)           Mr. Lashley made the following purchases since January 21, 2009:

Date	Number of Shares Purchased	Price Per Share	Total Cost
1/23/09	3,000	$3.22	$9,668

(J)Mr. Richard J. Lashley and Mrs. Beth Lashley

(a)-(b)     See cover page.

(c)           The Lashley’s made the following purchases since January 21, 2009:

Date	Number of Shares Purchased	Price Per Share	Total Cost
1/27/09	10,300	$3.28	$33,840

 (d)           Beth Lashley is the spouse of Richard Lashley.  Therefore, Beth Lashley may be deemed to share with Richard Lashley voting and dispositive power with regard to the shares of Common Stock held jointly with Richard Lashley.

(K)Red Rose

(a)-(b)     See cover page.

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Page 21 of 24 Pages

CUSIP No. 12525D102

(c)           Red Rose made the following purchases since January 21, 2009:

Date	Number of Shares Purchased	Price Per Share	Total Cost
3/05/09	52,693	$1.85	$97,483
3/09/09	600	$1.75	$1,079
3/11/09	600	$3.15	$1,919
3/12/09	771	$3.15	$2,458
3/16/09	170	$3.15	$565
3/20/09	800	$3.15	$2,549
3/23/09	800	$3.55	$2,906

(d)           Irving Smokler is deemed to share voting and dispositive power with regard to the shares of Common Stock held by Red Rose.

(L)Mr. Irving A. Smokler

(a)-(b)     See cover page.

(c)           Mr. Smokler has made no purchases or sales of Common Stock directly.

(d)           Irving Smokler is deemed to share voting and dispositive power with regard to the shares of Common Stock held by Red Rose.

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company

With respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Red Rose:  PL Capital and/or PL Capital Advisors are entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital.  With respect to Goodbody/PL LP:  Goodbody/PL LLC and/or PL Capital Advisors are entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital.

Other than the foregoing agreements and the Joint Filing Agreement filed as Exhibit 1 to this filing, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.

Item 7.   Material to be Filed as Exhibits

Exhibit No.	Description
1	Joint Filing Agreement
2	Letter from John Palmer to Board of Directors dated March 25, 2009

MILW

Page 22 of 24 Pages

CUSIP No. 12525D102

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:                      March 26, 2009

FINANCIAL EDGE FUND, L.P.

By:           PL CAPITAL, LLC

General Partner

By:          /s/John Palmer                             /s/Richard Lashley

John Palmer                                 Richard Lashley

Managing Member                    Managing Member

FINANCIAL EDGE-STRATEGIC FUND, L.P.

By:          PL CAPITAL, LLC

General Partner

By:      /s/John Palmer                             /s/Richard Lashley

John Palmer                                 Richard Lashley

Managing Member                    Managing Member

PL CAPITAL/FOCUSED FUND, L.P.

By:          PL CAPITAL, LLC

General Partner

By:      /s/John Palmer                             /s/Richard Lashley

John Palmer                                 Richard Lashley

Managing Member                    Managing Member

MILW

Page 23 of 24 Pages

CUSIP No. 12525D102

GOODBODY/PL CAPITAL, L.P.

By:          GOODBODY/PL CAPITAL, LLC

General Partner

By:      /s/John Palmer                             /s/Richard Lashley

John Palmer                                 Richard Lashley

Managing Member                    Managing Member

GOODBODY/PL CAPITAL, LLC

By:      /s/John Palmer                             /s/Richard Lashley

John Palmer                                 Richard Lashley

Managing Member                    Managing Member

PL CAPITAL, LLC

By:      /s/John Palmer                             /s/Richard Lashley

John Palmer                                 Richard Lashley

Managing Member                    Managing Member

PL CAPITAL ADVISORS, LLC

By:      /s/John Palmer                             /s/Richard Lashley

John Palmer                                 Richard Lashley

Managing Member                    Managing Member

MILW

Page 24 of 24 Pages

CUSIP No. 12525D102

RED ROSE TRADING ESTONIA OU

By:      /s/Irving A. Smokler

Irving A. Smokler                                           

Principal

By:      /s/John W. Palmer

John W. Palmer

By:       /s/Richard J. Lashley

Richard J. Lashley

By:       /s/Beth Lashley

Beth Lashley

By:       /s/Irving A. Smokler

Irving A. Smokler

EX-99

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Schedule 13D to which this Joint Filing Agreement is being filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.

Date:                      March 26, 2009

FINANCIAL EDGE FUND, L.P.

By:          PL CAPITAL, LLC

General Partner

By:          /s/John Palmer/s/Richard Lashley

John Palmer                                      Richard Lashley

Managing Member                         Managing Member

FINANCIAL EDGE-STRATEGIC FUND, L.P.

By:          PL CAPITAL, LLC

General Partner

By:          /s/John Palmer /s/Richard Lashley

John Palmer                                      Richard Lashley

Managing Member                         Managing Member

PL CAPITAL/FOCUSED FUND, L.P.

By:          PL CAPITAL, LLC

General Partner

By:          /s/John Palmer /s/Richard Lashley

John Palmer                                      Richard Lashley

Managing Member                         Managing Member

MILW

GOODBODY/PL CAPITAL, L.P.

By:         GOODBODY/PL CAPITAL, LLC

               General Partner

By:         /s/John Palmer                                  /s/Richard Lashley

               John Palmer                                      Richard Lashley

               Managing Member                         Managing Member

GOODBODY/PL CAPITAL, LLC

By:          /s/John Palmer                                 /s/Richard Lashley

John Palmer                                     Richard Lashley

Managing Member                        Managing Member

PL CAPITAL, LLC

By:          /s/John Palmer                                 /s/Richard Lashley

John Palmer                                     Richard Lashley

Managing Member                        Managing Member

PL CAPITAL ADVISORS, LLC

By:          /s/John Palmer                                 /s/Richard Lashley

John Palmer                                     Richard Lashley

Managing Member                        Managing Member

MILW

RED ROSE TRADING ESTONIA OU

By:          /s/Irving A. Smokler

Irving A. Smokler                                           

Principal

By:          /s/John W. Palmer

John W. Palmer

By:          /s/Richard J. Lashley

Richard J. Lashley

By:          /s/Beth Lashley

Beth Lashley

By:          /s/Irving A. Smokler

Irving A. Smokler

EX-99

March 25, 2009

To the Board of Directors of

CFS Bancorp, Inc.

C/O Mr. Thomas F. Prisby

Chairman of the Board and

Chief Executive Officer

707 Ridge Road

Munster, Indiana  46321

Re:           Notice of Shareholder Derivative Demand

Dear Tom:

I am the holder of 1,000 shares of common stock of CFS Bancorp, Inc. (the “Company”, which term shall refer to CFS Bancorp, Inc. and its wholly-owned bank subsidiary where appropriate).  Additionally, PL Capital, LLC and its affiliates, of which I am a principal, are the beneficial holder of over 8% of the total shares outstanding, as reflected in a Schedule 13D filed with the Securities and Exchange Commission on January 27, 2009.  The Audit Committee of the Board of Directors is tasked with the oversight and monitoring of the Company’s financial reporting and disclosure, and with the Company’s compliance with applicable legal and regulatory requirements.  Given the nature of our concerns detailed below we do not believe that this committee is independent with regard to our claims.  Consequently, I hereby demand that the independent and disinterested members of the board, after an appropriate investigation, cause the Company to bring an action for breach of fiduciary duty and corporate waste against the appropriate persons to recover the losses that the Company has incurred as a result of the following, as explained more fully below:

·   The likely understatement by management of the Company’s loan loss allowances and provisions for loan losses, and overstatement of net income, in 2005, 2006 and 2007 (leading to a potential overstatement of the Company’s loan loss allowance and provision for loan losses, and an understatement of net income, in 2008).

·   The likely breach by the directors of the Company of their fiduciary duty to shareholders in approving the related person transactions discussed below.

A failure to file an action against the appropriate persons on or before June 23, 2009 will be deemed a refusal to comply with the request contained herein.

It is apparent that the Company understated its loan loss allowances and provisions for loan losses in fiscal years 2005, 2006 and 2007, allowing the Company to overstate its reported net income during these periods.  This is evidenced by the fact that in each of these periods the loan loss provisions did not even match net charge-offs as well as other traditional measures of loan loss adequacy (e.g. loan loss allowance to NPLs).  Additionally, the loan loss allowance declined even as the economy deteriorated and nonperforming loans increased.  It is apparent that the understated loan loss provisions in 2005, 2006, and 2007 forced the Company to record a “catch-up” adjustment in 2008, thereby understating net income for that period.  If the loan loss allowances and provisions for loan losses were understated for three years then overstated for one year, then the Company may have made false or misleading statements to the market and filed false and misleading financial statements with the Office of Thrift Supervision (OTS) and the Securities & Exchange Commission (SEC), even as the Company has consistently characterized its allowance for loan losses as “adequate” and “sufficient” to absorb credit losses inherent in the Company’s loan portfolio.  In addition, the Company’s senior management may have falsely attested to the accuracy of the Company’s financial statements by signing the publicly filed Sarbanes-Oxley attestation.

This demonstrates that the Company’s internal and credit controls are weak.  This is particularly troubling in light of the Company’s recently announced intention to enter into agreement(s) with the OTS.  The Company is obligated to establish adequate allowances for loan and lease losses under generally accepted accounting principles and 12 CFR Section 560.160(b).  Violation of this regulation, and continued weakness in management and credit controls, could lead to the OTS taking further and more severe actions against the Company.  Misstatement of publicly filed financial statements could lead to regulatory actions, shareholder class action suits and other serious issues.

During each of the reporting periods (fiscal years 2005, 2006 and 2007) salaries and bonuses were likely paid to executive officers and others based wholly or in part upon the (apparently overstated) net income of the Company.  In our view, if appropriate additional loan loss provisions had been taken on a timely basis, certain salary and bonus payments may not have been made or at a minimum would have been significantly reduced.  In addition, the Company spent significant capital on stock buybacks (at prices significantly above current prices and in excess of book value per share) during fiscal 2005-2007.  If the Company had properly monitored its asset quality and recorded loan loss provisions on a more timely basis, the stock price of the Company would have likely declined sooner, the cost of stock buybacks would have likely been less (saving shareholder value and increasing book value per share) and/or the stock buybacks would have been curtailed or stopped (either way, preserving capital until now when it is needed).

Further evidence of weak management controls and board oversight is found in the Company’s numerous related person transactions, which appear excessive and not in the best interests of the Company and its shareholders.  Related person transactions are packed with conflicts of interest and, if improperly approved, run afoul of the fiduciary duty of the Company’s directors to act in the best interests of the Company and its shareholders.  The Office of Thrift Supervision Department of the Treasury Directors’ Responsibilities Guide issued in April 2008 states that directors have a responsibility to “Conduct affairs ethically and avoid the appearance of conflicts of interest.”  The Company’s employment of the son and daughter of its Chairman and Chief Executive Officer and their related significant salaries, and the Company’s engagement for significant fees of Caprio-Prisby Architectural Design, Inc, an architectural firm in which a son of the Company’s Chairman and Chief Executive Officer is a principal, clearly appear to be a conflict of interest in appearance and substance.  Between 2005 and 2008, just three years, the level of compensation paid to Michael Prisby, the son of the Chairman, increased by 85%, from $91,000 to $168,000.

These related person transactions demonstrate that the Company is being managed in part for the benefit of the Prisby family.  We believe the directors of the Company have violated their fiduciary duties in approving these transactions.

Moreover, these related person transactions further establish weak board oversight, and demonstrate that the Company has engaged in unsafe and unsound practices.  In addition to investigating past related person transactions we demand that actions be taken to terminate all related person transactions (including the continued employment of any and all individuals related to Chairman and CEO Thomas Prisby and/or the resignation of Thomas Prisby).  We also demand that the Company bring an action against the appropriate persons to recover the funds improperly paid to related parties or incurred as a result of related party transactions improperly approved.

In closing, I reiterate my demand to take immediate action to investigate thoroughly, and bring an action against the appropriate persons, for breach of fiduciary duty and corporate waste arising from the Company’s wrongful (a) understatement of its loan loss allowances and provisions for loan losses, and wrongful overstatement of net income, in 2005, 2006 and 2007, (b) resulting overstatement of the provision for loan losses and understated net income in 2008, and (c) approval of, and entry into, the related person transactions referenced above (as well as any other related party transactions not cited above).  We also demand that the Company bring an action against the appropriate persons to recover the funds improperly paid to related parties or incurred as a result of related party transactions.  Additionally, we demand that the Company bring an action against the appropriate persons to recover all excess compensation and benefits paid as result of the likely overstatement of net income in those years.  We also demand that all related party transactions and employment be terminated to avoid future conflicts of interest and costs.

If you have any questions with respect to any of the foregoing, please contact the undersigned. Thank you for your time and attention to this serious matter.

Very truly yours,

/s/John Palmer

John Palmer

Principal

cc:  The Office of Thrift Supervision - Department of the Treasury

       Mr. Phillip Goldberg, Foley & Lardner