		Registration No. 333-
As filed with the Securities and Exchange Commission on January 13, 2009

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GCF Bancorp, Inc.

and

GCF Bank Employees’ Savings and Profit Sharing Plan and Trust

(Exact name of registrant as specified in its charter)

New Jersey		6035		32-0269204
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

381 Egg Harbor Drive, Sewell, New Jersey 08080

(856) 589-6600

(Address, including zip code, and telephone number, including area code, of principal executive offices)

Robert C. Ahrens, President and Chief Executive Officer

381 Egg Harbor Drive, Sewell, New Jersey 08080

(856) 589-6600

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

Please send copies of all communications to:

Samuel J. Malizia, Esq.

James C. Stewart, Esq.

Malizia Spidi & Fisch, PC

901 New York Avenue, N.W., Suite 210 East

Washington, DC 20001

Tel: (202) 434-4660 Fax: (202) 434-4661

Lori M. Beresford, Esq.

Kilpatrick Stockton LLP

607 14^th Street, N.W., Suite 900

Washington, D.C. 20005

Tel: (202) 508-5800 Fax: (202) 508-5858

As soon as practicable after this registration statement becomes effective

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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.

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

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price ⁽¹⁾	Amount of Registration Fee

Common Stock, $0.01 par value	3,041,750	$10.00	$30,417,500	$1,697.30
Interests of Participants in the 401(k) Plan	-- ⁽²⁾	$ --	$ --	$ -- ⁽³⁾

(1)	Estimated solely for purposes of calculating the registration fee.

(2)	These shares are included in the 3,041,750 shares being registered.

(3)	Pursuant to Rule 457(h)(2), no additional fee is required with respect to the interests of participants in the 401(k) Plan.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS

GCF BANCORP, INC.

(Proposed Holding Company for GCF Bank)

Up to 2,645,000 Shares of Common Stock

(Subject to Increase to up to 3,041,750 Shares)

GCF Bancorp, Inc. is offering for sale up to 2,645,000 shares of its common stock at $10.00 per share in connection with the conversion of GCF Bank (formerly Gloucester County Federal Savings Bank) from the mutual holding company structure to the stock holding company structure. We may sell up to 3,041,750 shares because of changes in market or general financial and economic conditions without notifying prospective purchasers. We must sell a minimum of 1,955,000 shares in order to complete the offering. Our directors and executive officers have indicated their intention to purchase 142,500 shares of the common stock in the offering. Purchases by our directors and executive officers will be counted toward the minimum.

If you are or were a depositor of GCF Bank, you have priority rights to purchase shares of common stock in the subscription offering if (1) you had at least $50 on deposit at GCF Bank on June 30, 2007, (2) you had at least $50 on deposit at GCF Bank on ____________, 2009, or (3) you had at least $50 on deposit at GCF Bank on ____________, 2009. If you do not fit any of the categories described above, but you are interested in purchasing shares of our common stock, you may have the opportunity to purchase shares in the community offering to the extent shares remain available after subscription offering orders are filled.

The maximum purchase for any person, or persons through a single account, is 40,000 shares, and the maximum aggregate purchase of persons who are considered associates of each other or deemed to be acting in concert with each other is 50,000 shares. The minimum purchase is 25 shares. The subscription and community offering is expected to terminate on ________, 2009 at 12:00 noon, Eastern time. We may extend this termination date without notice to you until ____________, 2009. To the extent that shares remain available and depending on market conditions at or near the completion of the subscription and community offering, we may conduct a syndicated community offering. The syndicated community offering, if any, would commence just prior to, or as soon as practicable after, the termination of the subscription and community offering. Once submitted, orders are irrevocable unless the offering is terminated or extended beyond ____________, 2009. We may request permission from the Office of Thrift Supervision to extend the offering beyond ____________, 2009, but in no event may the offering be extended beyond _____________, 2011. Funds received prior to completion of the offering will be held in an escrow account at GCF Bank and will earn interest at the savings account rate. In the event the offering is terminated, funds will be promptly returned with interest.

If the offering is extended beyond ____________, 2009 or if there is a resolicitation of subscribers, we will notify you, and you will have the opportunity to confirm, change or cancel your order. If you do not confirm your order, your funds will be promptly returned to you, with interest.

Sandler O’Neill & Partners, L.P. will use its best efforts to assist us in our selling efforts, but is not required to purchase any of the common stock that is being offered for sale. Purchasers will not pay a commission to purchase shares of common stock in the offering. We have applied to have our common stock listed for trading on the Nasdaq Global Market under the symbol “GCFC.”

This investment involves a degree of risk, including the possible loss of principal.

Please read “Risk Factors” beginning on page ___.

	Minimum		Maximum		Maximum, As adjusted
Number of shares		1,955,000		2,645,000		3,041,750
Gross proceeds	$	19,550,000	$	26,450,000	$	30,417,500
Estimated offering expenses⁽¹⁾	$	1,254,000	$	1,490,000	$	1,626,000
Estimated net proceeds	$	18,296,000	$	24,960,000	$	28,791,000
Estimated net proceeds per share	$	9.36	$	9.44	$	9.47

___________________

⁽¹⁾

See Plan of Distribution and Marketing Arrangements on page___ for a description of the fees payable to Sandler O’Neill & Partners, L.P. in connection with this offering.

These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

None of the Securities and Exchange Commission, the Office of Thrift Supervision, the Federal Deposit Insurance Corporation nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

SANDLER O’NEILL + PARTNERS, L.P.

The date of this prospectus is _________, 2009.

[Map page]

Inside Front Cover

TABLE OF CONTENTS

Page

Summary

Risk Factors

A Warning About Forward-Looking Statements

Use of Proceeds

Our Policy Regarding Dividends

Market for the Stock

Capitalization

Pro Forma Data

Historical and Pro Forma Capital Compliance

Selected Consolidated Financial and Other Data

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business of GCF Bancorp, Inc.

Business of GCF Bank

Regulation

Taxation

Management

The Conversion

The Offering

Restrictions on Acquisition of GCF Bancorp, Inc.

Description of Capital Stock

Registrar and Transfer Agent

Legal and Tax Opinions

Experts

Registration Requirements

Where You Can Find Additional Information

Index to Consolidated Financial Statements

SUMMARY

This summary contains an overview of the key aspects of the offering. To understand this offering fully, you should read this entire document carefully, including the consolidated financial statements of Gateway Community Financial Corp. and the notes to the consolidated financial statements beginning on page F-1 of this document.

Our Current Organization

Currently, we are in the mutual holding company form of organization. Gateway Community Financial, MHC, a federally chartered mutual holding company, owns all of the outstanding shares of Gateway Community Financial Corp., a federally chartered mid-tier stock holding company, which in turn owns all of the outstanding shares of GCF Bank. As a mutual holding company, Gateway Community Financial, MHC has no stockholders. The depositors and certain borrowers of GCF Bank are members of the MHC and have the right to vote on certain matters, such as the election of directors and the conversion. The historical consolidated financial statements and other historical information included in this prospectus are those of Gateway Community Financial Corp. and its wholly-owned subsidiary, GCF Bank. The pro forma consolidated financial data included herein and any discussion of our business after the conversion assume that the conversion has occurred and that GCF Bancorp, Inc. is the holding company of GCF Bank. Unless otherwise specified or the context otherwise requires, the use of the terms “we,” “our,” “us” and the “Company” when referring to time periods up to the conversion refer to Gateway Community Financial Corp. and its wholly-owned subsidiary, GCF Bank. The use of such terms when referring to time periods after the conversion refer to GCF Bancorp, Inc. and its consolidated subsidiary, GCF Bank.

GCF Bancorp, Inc.

GCF Bancorp, Inc. is a newly organized New Jersey corporation that will serve as the holding company for GCF Bank formerly known as Gloucester County Federal Savings Bank. GCF Bancorp, Inc.’s principal executive offices are located at the administrative offices of GCF Bank.

GCF Bank

GCF Bank is a federal stock savings bank with roots in the community going back to 1903. In September 2007, the Bank changed to its current name from Gloucester County Federal Savings Bank. It is currently a wholly-owned subsidiary of Gateway Community Financial Corp., a federal mid-tier stock holding company. Gateway Community Financial Corp. is a wholly-owned subsidiary of Gateway Community Financial, MHC, a federal mutual holding company, which has never issued stock to the public. GCF Bank’s deposits are insured by the Federal Deposit Insurance Corporation and it is regulated by the Office of Thrift Supervision and the Federal Deposit Insurance Corporation.

Our primary business is attracting retail deposits from the general public and using those deposits, together with funds generated from operations, principal repayments on securities and loans, and borrowed funds, for our lending and investing activities. Our loan portfolio consists primarily of residential real estate mortgages, home equity loans and lines of credit and commercial real estate mortgages, and to a lesser extent, construction loans, commercial loans and a variety of consumer loans. We also invest in a variety of mortgage-backed securities and other investment grade securities. At September 30, 2008, our total assets were $434.5 million, and loans receivable, net comprised approximately 72.5% of our total assets while our securities portfolio amounted to approximately 21.4% of our total assets.

We currently operate from four branch offices located in Gloucester County, New Jersey, plus an administrative center located at 381 Egg Harbor Road, Sewell, New Jersey 08080. Our phone number is (856) 589-6600. GCF Bank maintains a website at www.gcfbank.com. Information on our website should not be treated as part of this prospectus.

The Conversion

The conversion process that we are now undertaking involves a series of transactions by which we will convert our organization from the mutual holding company form of organization with no public stockholders to the public stock holding company form of organization. In the public stock holding company structure, GCF Bank will remain a federally chartered stock savings bank and all of its stock will be owned by GCF Bancorp. All of GCF Bancorp’s stock will be owned by the public. After the conversion, Gateway Community Financial, MHC and Gateway Community Financial Corp. will cease to exist and depositors and borrowers of GCF Bank will no longer have any voting or membership rights. The normal business of GCF Bank will continue without interruption during the conversion.

This following diagram depicts our corporate structure after the conversion and offering:

Public stockholders (consisting of purchasers in the offering)
		100%
GCF Bancorp, Inc.
		100%
	GCF Bank

Reasons for the Conversion

Over the past several years, our Board of Directors has extensively discussed both long-range and short-range business strategies to achieve profitability and growth. The Board concluded that operation in the future as a mutual thrift would limit the Bank’s ability to raise capital and to compete in a changing business environment. In early 2007, Gateway Community Financial Corp. filed a registration statement for a minority stock offering but ultimately terminated that offering due to market conditions for mutual holding company offerings. The Board subsequently determined that it is in the best interest of the Bank to convert from the mutual holding company structure to the full stock holding company structure. The business purposes for the conversion include the following:

•

The proceeds of the offering will strengthen our capital base. The Bank currently qualifies as a “well capitalized” institution under applicable capital regulations; however, our regulatory ratios are below peer and state median levels. The additional capital will support current operations and provide flexibility to absorb any adverse impact on our financial performance resulting from the current general economic downturn or to respond to future changes in regulatory capital requirements.

•

We will be in a position after the conversion and offering, subject to regulatory limitations and our financial position, to seek to implement a growth strategy while maintaining a solid capital position. Our growth strategy calls for increasing deposits at our existing branches and consideration of de novo branches, if appropriate opportunities arise, and using those funds to originate loans and grow the loan portfolio. We also

intend to supplement internal growth with the acquisition of other financial institutions or branches, if appropriate acquisition opportunities arise. The holding company form of organization is expected to provide us with additional flexibility to diversify our business activities through existing or newly formed subsidiaries, or through acquisitions or mergers. However, we do not have any current arrangements, understandings or agreements regarding any such opportunities.

•

Selling stock will also mean that GCF Bank’s depositors, employees, management and directors will have an opportunity to acquire an equity ownership interest in us and thereby obtain an economic interest in our future operations. In addition, we intend to utilize stock benefit plans as a means of attracting and retaining qualified and experienced officers, directors and employees. In connection with the offering, we will establish an employee stock ownership plan under which all eligible full time employees of the Bank will receive shares of GCF Bancorp, Inc. common stock.

Use of Proceeds

At the midpoint, maximum and maximum as adjusted GCF Bank will receive net proceeds from the offering as a capital contribution in an amount sufficient to increase its tangible capital ratio to 10% of assets. At the minimum of the offering range, GCF Bancorp, Inc. will retain $500,000 of net proceeds and the amount needed to finance the purchase of stock by our Employee Stock Ownership Plan and contribute the remainder to GCF Bancorp. GCF Bank and will use those proceeds for general business purposes. The net proceeds will enable the Bank to grow its balance sheet through loan originations and deposit generation. The offering proceeds may also be used to finance the possible acquisition of other financial institutions or branches as well as the possible opening of de novo branches, if appropriate opportunities arise. We do not, however, have any current understandings, agreements or arrangements in connection with branching or acquisitions.

We will lend a portion of the offering proceeds to the GCF Bank Employee Stock Ownership Plan to enable it to buy up to 8% of the shares sold in the offering. The balance of the offering proceeds will be retained by GCF Bancorp, Inc. and deposited with or loaned to GCF Bank, providing the Bank with funds to support the Bank’s lending activities. GCF Bancorp, Inc. may also use the offering proceeds it retains for general corporate purposes, including repurchasing shares of its common stock, paying cash dividends or supporting acquisitions of other financial institutions, branches or financial services companies. We do not, however, have any current understandings, agreements or arrangements for any such acquisitions.

Terms of the Offering

We are offering for sale a minimum of 1,955,000 shares and a maximum of 2,645,000 shares to qualified depositors, our tax-qualified employee benefit plans, and to the extent shares remain available, to the public. The independent appraisal that we used to set the number of shares being offered must be updated before we can complete the stock offering, and this could result in the number of shares being increased to up to an adjusted maximum of 3,041,750 shares. Unless the estimated pro forma market value of the common stock of GCF Bancorp, Inc. decreases below $19.6 million or increases above $30.4 million, you will not have the opportunity to change or cancel your stock order once submitted. The offering price of the shares of common stock is $10.00 per share.

Rights to subscribe for shares of GCF Bancorp, Inc. common stock in the subscription offering have the following order of priority:

•

Priority 1 - depositors of GCF Bank at the close of business on June 30, 2007 with deposits of at least $50.00.

•

Priority 2 – our tax-qualified employee benefit plans.

•

Priority 3 - depositors of GCF Bank at the close of business on __________, 2009 with deposits of at least $50.00.

•

Priority 4 - all other depositors and certain borrowers of GCF Bank at the close of business on _______________, 2009.

Please note: Subscription rights are not transferable, and persons with subscription rights may not subscribe for shares for the benefit of any other person. If you violate this prohibition, you may lose your rights to purchase shares and may face criminal prosecution and/or other sanctions.

If we receive subscriptions for more shares than are to be sold in the offering, we may be unable to fill, or may only partially fill, your order. In such an event, shares will be allocated in the order of the priorities shown above pursuant to a formula outlined in the plan of conversion and reorganization adopted by our board of directors.

If we sell between the maximum and the adjusted maximum number of shares, the GCF Bank Employee Stock Ownership Plan will have the first priority right to purchase the additional shares to the extent that its subscription has not previously been filled. See The Offering - Subscription Offering for a description of the allocation procedure. If any shares of our common stock remain unsold in the subscription offering, we will offer such shares to the general public in a community offering. In the community offering, we will give a preference first to natural persons and trusts of natural persons who reside in Gloucester County, New Jersey (the county in which GCF Bank has offices), second to other residents of New Jersey, and third to the general public. This part of the offering will commence concurrently with the subscription offering and may terminate at any time without notice but no later than ____________, 2009, unless extended.

Shares not sold in the subscription or community offering may be offered for sale in a syndicated community offering, which would be an offering to the general public on a best efforts basis managed by Sandler O’Neill & Partners, L.P. This part of the offering may terminate at any time without notice but no later than ____________, 2009 unless extended.

We have the right to reject, in whole or in part, any orders for stock received in the community offering and syndicated community offering.

Deadline for Ordering Stock

The subscription offering will expire at 12:00 noon, Eastern time, on ____________, 2009. If you wish to purchase stock, we must receive, not simply have post-marked, your properly completed stock order form, together with payment for the shares, no later than this time, unless extended by us. We may extend this expiration date without notice to you for up to 45 days, until ____________, 2009. Once submitted, your order is irrevocable unless the offering is extended beyond ____________, 2009. We may request permission from the Office of Thrift Supervision to extend the offering beyond ____________, 2009, but in no event may the offering be extended beyond ____________, 2011. If the offering is extended beyond ____________, 2009, we will notify each subscriber, and subscribers will have the right to confirm, modify or rescind their subscriptions. If an affirmative response is not received, a subscriber’s subscription will be canceled and funds will be returned promptly with interest.

We may cancel the offering at any time prior to completion. If we do, orders for common stock already submitted will be canceled and subscribers’ funds will be returned promptly with interest.

Purchase Limitations

Limitations on the purchase of stock in the offering have been set by the plan of conversion and reorganization adopted by our Board of Directors. These limitations include the following:

•

The minimum purchase is 25 shares.

•

No individual or individuals purchasing through a single account may purchase more than 40,000 shares.

•

The purchases of individuals who are considered to be associates of each other or who are deemed to be acting in concert with each other will be limited so that no more than 50,000 shares in aggregate are purchased by such individuals. Persons with joint account relationships are presumed to be acting in concert with each other.

•

Persons with a joint account may only purchase up to an aggregate of 40,000 shares if that is the only account under which they have subscription rights - they are not entitled to place multiple orders that would in the aggregate exceed 40,000 shares. If, however, persons with a joint account have one or more other accounts at GCF Bank (including a second joint account that is identical to the first joint account), they may place orders using those accounts in order to reach the higher 50,000 share limit for associates and persons acting in concert.

Please call the stock information center if you have any questions about how many shares you may order, including whether other persons ordering stock will be deemed to be your associates or acting in concert with you. Contact information for the stock information center appears on page __.

If determined to be necessary or desirable by the Board of Directors, the plan may be amended by a two-thirds vote of the full Board, with the concurrence of the Office of Thrift Supervision. Thus, we may increase or decrease the purchase limitations. In the event the maximum purchase limitation is increased, persons who subscribed for the maximum will be notified and permitted to increase their subscription.

Procedure for Ordering Stock

If you want to place an order for shares in the offering, you must complete an original stock order form and send it to us together with full payment. You must sign the certification that is on the reverse side of the stock order form. We must receive your stock order form before the end of the subscription offering or the end of the community offering, as appropriate. Once we receive your order, you cannot cancel or change it without our consent. We may, in our sole discretion, reject orders received in the community offering or syndicated community offering either in whole or in part. If your order is rejected in part, you cannot cancel the remainder of your order.

To ensure that we properly identify your subscription rights, you must provide on your stock order form all of the information requested for each of your deposit accounts. If you fail to do so, your subscription may be reduced or rejected if the offering is oversubscribed. Also, please be aware that GCF

Bank is not permitted to lend funds to anyone for the purpose of purchasing shares in the offering. This would include draws on home equity lines of credit.

You may pay for shares in the subscription offering or the community offering in any of the following ways:

•

In cash, if delivered in person. If you choose to pay by cash, you must deliver the stock order and certification form and payment in person to any branch office of GCF Bank and it will be exchanged for a bank check or money order. Please do not send cash in the mail.

•

By check or money order made payable to GCF Bancorp, Inc.

•

By authorizing withdrawal from an account at GCF Bank. To use funds in a GCF Bank IRA account, you must transfer your account to an unaffiliated institution or broker. Since IRA account transfers take time to complete, please contact the stock information center as soon as possible for assistance.

You may submit your stock order form by mail using the return envelope provided, by overnight courier to the indicated address on the stock order form, or by bringing your stock order form to any branch of GCF Bank. We will hold funds received with orders in a deposit account that we have established at GCF Bank for that sole purpose. We may also decide during the offering to hold funds received with orders in a deposit account at another insured depository institution. In either case, we will pay interest on all funds received at a rate equal to GCF Bank’s regular passbook savings rate from the date we receive your funds until the offering is completed or terminated.

All funds authorized for withdrawal from deposit accounts with us must be in the deposit accounts at the time the stock order form is received. A hold will be placed on those funds when your stock order is received, making the designated funds unavailable to you. However, funds will not be withdrawn from the accounts until the offering is completed and all funds, including certificates of deposit, will continue to earn interest at the applicable account or certificate of deposit rate until the offering is completed or terminated. However, if, as a result of a withdrawal from a certificate of deposit, the balance falls below the minimum balance requirement, the remaining funds will be transferred to a savings account and will earn interest at our regular passbook savings rate. There will be no early withdrawal penalty for withdrawals from certificates of deposit used to pay for stock.

Proposed Stock Purchases by Management

Our directors and executive officers and their associates have indicated that they intend to purchase an aggregate of approximately 142,500 shares of common stock in the offering. Their anticipated purchases would represent 7.3%, 6.2%, 5.4% and 4.7% of the shares sold in the offering at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively.

Our Estimated Pro Forma Value

Our estimated pro forma market value was established by an independent appraisal provided by Feldman Financial Advisors, Inc. The appraisal was based on our current and pro forma financial condition and results of operations and also reflects the effect of the capital to be raised by the offering as well as the effect of the stock benefit plans we expect to implement after the offering. Feldman Financial Advisors has estimated that as of December 22, 2008, the pro forma market value of GCF Bancorp, Inc. ranged from a minimum of $19.55 million to a maximum of $26.45 million.

Peer Group Analysis. Feldman Financial Advisors relied primarily on the comparative market value methodology in determining the estimated pro forma market value of GCF Bancorp, Inc. In applying this methodology, Feldman Financial Advisors analyzed financial and operational comparisons of GCF Bank with a group of companies deemed to be comparable to us.

Ten publicly traded thrifts or thrift holding companies were selected to comprise the peer group for estimating our pro forma market value. The companies in the peer group range in asset size from $150.4 million to $1.1 billion (based on September 30, 2008 data) and have market capitalizations ranging from $8.2 million to $106.5 million (based on December 22, 2008 market prices). Feldman Financial Advisors examined how we compare to the peer group on various bases, including earnings prospects, market area, management, acquisition activity in the state of New Jersey, stock market conditions, subscription interest, liquidity and dividend policy.

In estimating our pro forma market value, Feldman Financial Advisors took into account that this type of offering is typically priced at a discount on a price-to-book basis to publicly traded companies due to the low returns on equity that are expected post-offering. Feldman Financial Advisors also took into account that this type of offering is typically priced at a discount on a price-to-book basis to publicly traded companies due to the inherent uncertainty regarding the degree of success any issuer will have in effectively deploying capital and managing the increased operating expenses that are inherent in becoming a public company. After the offering, GCF Bancorp, Inc. will be faced with the challenge of successfully investing the additional capital to generate profitable and competitive earnings returns in a difficult interest rate environment.

Feldman Financial Advisors utilized the market pricing ratios of the peer group to establish appropriate pro forma pricing ratios for GCF Bancorp, Inc. The estimated pro forma market value was established by working backwards from the pro forma pricing ratios once Feldman Financial Advisors determined appropriate ratios for GCF Bancorp, Inc. based on how GCF Bank compares to the peer group companies on a financial and operational basis. In that comparison, Feldman Financial Advisors made a downward adjustment to our pro forma pricing based on their belief that our profitability after the offering is expected to trail behind the performance of the peer group and that the risk profile of GCF Bancorp, Inc. is higher than that of the peer group, given the recent growth in certain loan portfolio categories.

Pricing Ratios. Consistent with Office of Thrift Supervision appraisal guidelines, Feldman Financial Advisors’ analysis relied primarily on two key market pricing metrics: the price-to-earnings ratio and the price-to-tangible-book value ratio. The ratio of “price-to-earnings” is calculated as the price of one share of stock divided by the earnings per share. Tangible book value is the same as total equity less goodwill and other intangible assets and represents the difference between the issuer’s tangible assets and liabilities. The price per share in the offering is $10.00. On a pro forma fully converted basis, GCF Bancorp, Inc.’s estimated earnings for the twelve month period ended September 30, 2008 would have been $1.6 million at the midpoint of the offering range, or approximately $0.75 per share, resulting in a pro forma fully converted price-to-earnings ratio of 13.3x at the midpoint of the offering range ($10.00 is 13.3 times greater than $0.75). The ratio of “price-to-tangible-book value” is calculated as the price of one share of stock divided by the per share value of the company’s tangible net worth (also known as the per share tangible book value). On a pro forma fully converted basis, GCF Bancorp, Inc.’s estimated total equity is $48.6 million at the midpoint of the offering range, or approximately $21.11 per share, resulting in a pro forma fully converted price-to-tangible-book ratio of 47.4% at the midpoint of the offering range ($10.00 is 47.4% of $21.11). See Pro Forma Data at page __ for a full discussion of these projections and The Offering Range at page __ for a full discussion of the calculation of the ratios.

Shown below are the average and median price to earnings multiples and price to tangible book value ratios of the peer group companies and our price to earnings multiple and price to tangible book value ratio at the minimum, midpoint, maximum and adjusted maximum of our pro forma market value as estimated by the appraisal.

	Price-to Earnings Multiple	Price-to-Tangible Book Value Ratio
Pricing ratios for peer group:
Average	17.29x	66.81%
Median	18.23x	64.57%
Pro forma pricing ratios for GCF Bancorp, Inc.:
Minimum	11.76x	42.86%
Midpoint	13.33x	47.37%
Maximum	14.93x	51.36%
Maximum, as adjusted	16.67x	55.40%

The independent appraisal is not necessarily indicative of the post-stock offering trading value; therefore you should not assume or expect that the valuation of GCF Bancorp, Inc. as indicated above means that the common stock will trade at or above the $10.00 purchase price after the stock offering is completed. You should not assume that GCF Bancorp, Inc.’s common stock will not trade below $10.00 per share.

Conditions to Completing the Conversion

We cannot complete the conversion unless:

•

we sell at least 1,955,000 shares, the minimum of the offering range;

•

the Plan of Conversion and Reorganization is approved by a majority of the votes eligible to be cast by the members of Gateway Community Financial, MHC; and

•

we receive final authorization from the Office of Thrift Supervision to complete the offering.

Office of Thrift Supervision authorization does not constitute a recommendation or endorsement of an investment in our stock by the Office of Thrift Supervision.

Market for GCF Bancorp, Inc.’s Common Stock

We applied to have our common stock listed for trading on the Nasdaq Global Market under the symbol “GCFC.” Sandler O’Neill & Partners, L.P. currently intends to become a market maker in the common stock, but it is under no obligation to do so. We cannot assure you that other market makers will be obtained or that an active and liquid trading market for the shares of common stock will develop or if developed, will be maintained. After our common stock begins trading, you may contact a stock broker to buy or sell shares.

Dividends

We have not yet established a dividend policy, and we have not yet made plans as to the amount or timing of cash dividends that GCF Bancorp, Inc. may pay after the offering. The timing, amount and

frequency of dividends will be determined by the Board of Directors. There are also restrictions on our ability to pay dividends. SeeOur Policy Regarding Dividends.

Restrictions on the Acquisition of Shares of GCF Bancorp, Inc.

Our certificate of incorporation and bylaws contain provisions that may make it difficult for someone to acquire control of GCF Bancorp, Inc. These provisions may discourage takeover attempts and prevent you from receiving a premium over the market price of your shares as part of a takeover. These provisions include:

•

restrictions on the acquisition of more than 10% of our stock;

•

limitations on voting rights of shares held in excess of 10%;

•

the election of only approximately one-fourth of our Board of Directors each year;

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restrictions on the ability of stockholders to call special stockholders’ meetings;

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restrictions on the ability of stockholders to make stockholder proposals or nominate persons for election as directors;

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the right of the Board of Directors to issue shares of preferred or common stock without stockholder approval, subject to limitations imposed by Nasdaq; and

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the requirement of an 80% vote of stockholders for the approval of business combinations not approved by two-thirds of the Board of Directors.

See Restrictions on Acquisition of GCF Bancorp, Inc. at page ___.

Additionally, prior Office of Thrift Supervision approval would be required for any person to acquire beneficial ownership of more than 10% of our stock within three years after the conversion. Current Office of Thrift Supervision policy is to not grant this approval.

Tax Effects of the Conversion

The conversion will not be a taxable transaction for purposes of federal or state income taxes for Gateway Community Financial, MHC, Gateway Community Financial Corp., GCF Bancorp, Inc., GCF Bank or persons eligible to subscribe for stock in the conversion. See The Conversion -- Federal and State Tax Consequences of the Conversion.

Stock Benefit Plans

We intend to establish certain benefit plans that will use our stock to provide additional compensation to employees and directors. The GCF Bank Employee Stock Ownership Plan, for the benefit of employees eligible to participate in the plan, intends to purchase 8% of the shares sold in the offering. We also intend to adopt a stock option plan and a restricted stock plan for the benefit of directors and officers.Officers, directors, and employees will not be required to pay cash for shares received under the GCF Bank Employee Stock Ownership Plan or shares received under the restricted stock plan, but will be required to pay the exercise price to exercise stock options. The exercise price for the options will be at least equal to the market price of our common stock on the date of grant.

The stock benefit plans will result in additional annual compensation and benefit expenses which will reduce our earnings. See Pro Forma Data for an illustration of the possible reduction in net income and stockholders’ equity resulting from these benefit plans. The amount of and timing of the actual increase in compensation and benefits expense is uncertain because applicable accounting standards require that the expense be based on the fair market value of the shares of common stock at specific

points in the future; however, we expect them to be material. See Pro Forma Data beginning on page __ for an estimate of the expenses from the ESOP, restricted stock plan and option plan. At the maximum of the offering range, the expenses are estimated to be $258,000 annually. This represents an approximately 5.0% increase over total compensation and benefits expense to directors, officers and employees of $5.0 million for 2007. Officers and other employees will receive all of the benefits under the employee stock ownership plan, as directors are not eligible to participate in that plan because it is a tax-qualified retirement plan not open to persons not employed by the Bank. The amount of shares allocated to individuals under the employee stock ownership plan is determined on the basis of their compensation relative to the compensation of all participants in the plan. Benefits under the restricted stock plan and stock option plan are expected to be awarded to officers and directors; however, the amount to any individual will be determined by the Board of Directors at such time as the awards are made, in their sole discretion.

The following table presents information, at the maximum of the offering range, regarding the number of shares and options expected to be made available under the stock benefit plans. The value of the share awards is based on an assumed value of $10.00 per share; however, this does not mean you should assume the stock will trade at or above $10.00 per share. The value of the options was determined using the Black-Scholes option-pricing model. See Pro Forma Data. Ultimately, the value of awards under the stock benefit plans will depend on the actual trading price of our stock at a particular time, which depends on numerous factors, some of which are out of our control.

	At the Maximum of the Offering Range
	Persons Eligible to Receive Awards	Estimated Value ⁽¹⁾	Number of Shares/ Options	Percentage of Total Shares Outstanding
		(Dollars in thousands)

Employee Stock Ownership Plan	Employees	$2,116	211,600	8.00%

Restricted Stock	Directors and Officers	794	79,350	3.00%

Stock Options	Directors and Officers	499	132,250	5.00%
		$3,408	423,200	16.00%

_______________

(1)

The actual value of the restricted stock awards will be determined based on their fair value as of the date the grants are made. For purposes of this table, fair value is assumed to be the offering price of $10.00 per share. The fair value of stock options has been estimated at $3.77 per option using the Black-Scholes option pricing model with the following assumptions: a grant-date share price and option exercise price of $10.00; dividend yield of zero; expected option life of 10 years; risk free interest rate of 2.53% (based on the 10-year U.S. Treasury rate), and a volatility rate of 22.86% based on an index of publicly-traded thrift institutions. The actual expense of the stock options will be determined by the grant-date fair value of the options, which will depend on a number of factors, including the valuation assumptions used in the option pricing model ultimately adopted.

Dilution. If newly issued shares are used to fund stock options and awards made under the restricted stock plan instead of outstanding shares purchased in the open market by GCF Bancorp, Inc., the resulting dilution to your ownership interest in GCF Bancorp, Inc. would be 4.76% for the option plan and 2.9% for the restricted stock plan. It is our current intention, however, to purchase stock in the open market to fund the restricted stock plan and stock option plan to avoid stockholder dilution. The cost of purchasing shares in the open market will depend on the trading price of the stock at the time the purchases are made. We would expect to be able to use existing cash flow to fund the purchase of shares.

See Management - Stock Benefit Plans and Pro Forma Data for more information about the stock benefit plans.

Risk Factors

This investment entails various risks including the possible loss of principal. You may not be able to sell the stock at or above the $10.00 offering price. You should carefully read the information under Risk Factorsbeginning on page __.

Stock Information Center

For assistance, please contact the stock information center at (___) ___-____. The stock information center’s hours of operation are generally 10:00 a.m. to 4:00 p.m., Eastern time, Monday through Friday. The stock information center is closed on weekends and holidays.

TO ENSURE THAT EACH PERSON RECEIVES A PROSPECTUS AT LEAST 48 HOURS PRIOR TO THE TERMINATION DATE OF ____________, 2009 IN ACCORDANCE WITH THE FEDERAL LAW, NO PROSPECTUS WILL BE MAILED ANY LATER THAN FIVE DAYS PRIOR TO ____________, 2009 OR HAND-DELIVERED ANY LATER THAN TWO DAYS PRIOR TO ____________, 2009. ORDER FORMS WILL BE DISTRIBUTED ONLY WHEN PRECEDED OR ACCOMPANIED BY A PROSPECTUS.

RISK FACTORS

In addition to the other information in this document, you should consider carefully the following risk factors in evaluating an investment in our common stock.

Risks Related to Our Business

There is no assurance that we will continue to be profitable.

Although we have recorded net income for the first nine months of fiscal 2008, there is no assurance that we will maintain our profitability. For the year ended December 31, 2007, we had a net loss of $788,000. During that year, we had several nonrecurring expenses, including $504,000 in charges related to the termination of the minority stock offering of Gateway Community Financial Corp. and a $235,000 write-off related to the closing of a branch office. During 2007 the Bank also hired additional lending and financial personnel in anticipation of the minority stock offering. Our loss for fiscal 2007 also reflected the effects of the then-prevailing flat to inverted yield curve, which compressed our net interest margin to the point that we were unable to cover our operating expenses. For the year ended December 31, 2006, we had net income of $379,000, including a recovery of provision for loan losses of $348,000. During the nine months ended September 30, 2008, we returned to profitability by substantially increasing our interest income through growth in our loan portfolio, including nationwide recreational vehicle and personal aircraft lending programs. The Board of Directors has determined to curtail these program lending activities to avoid further portfolio concentrations. There can be no assurance that we can replace these loans as they pay off with lending that will maintain our current profitability. As a public company, we will face increased expenses. We also expect an increase in the cost of federal deposit insurance due to increases in the assessment rate and the exhaustion of our special assessment credit.

We have increased our originations of certain higher yielding consumer loans, but such loans present higher risk.

In 2004, we began originating loans for the purchase and refinance of manufactured housing. This portfolio totaled $9.7 million at September 30, 2008. Our current lending policy limits this portfolio to no more than 35% of capital, which would be a limit of approximately $10.3 million as of September 30, 2008. In the first quarter of 2007, we established programs for financing of recreational vehicles and non-commercial use, personal aircraft on a nationwide basis. As of September 30, 2008, we had $21.9 million of recreational vehicle loans and $15.4 million of aircraft loans. Our lending policy limits the recreational vehicle portfolio to no more than 25% of capital and the aircraft portfolio to no more than 75% of our capital. Prior to December 2008, our lending policy limits for recreational vehicle and aircraft loans were 75% and 150% of capital, respectively. These types of loans are generally considered to involve a higher degree of credit risk and if we experience losses in these portfolios, our earnings would be adversely affected. We have suspended nationwide recreational vehicle and aircraft lending but may seek to resume making aircraft loans in New Jersey, Pennsylvania and Delaware after the conversion.

We may be required to record impairment charges in respect of our investment and mortgage-backed securities portfolio.

We review our mortgage-backed and securities portfolios at each quarter-end reporting period to determine whether the fair value is below the current carrying value. When the fair value of any of our investment securities has declined below its carrying value, we are required to assess whether the decline is other than temporary. If we conclude that the decline is other than temporary, we are required to write down the value of that security through a charge to earnings. As of September 30, 2008, we had

approximately $93.4 million in investment and mortgage-backed securities on which we had approximately $6.0 million in gross unrealized losses. Included in the held-to-maturity mortgage-backed securities portfolio are five non-agency collateralized mortgage-backed securities that have been downgraded to below investment grade, four investment grade securities that are on watch and two other securities with a split rating. Subsequent to September 30, 2008, two of the watch securities were downgraded to below investment grade. At September 30, 2008, unrealized losses on these eleven securities, which had an aggregate carrying value of $17.4 million, were $3.3 million. Changes in the expected cash flows of these securities and/or prolonged price declines may result in our concluding in future periods that the impairment of these securities is other than temporary, we will be required to record an impairment charge against income equal to the amount of that impairment.

We intend to continue to grow our commercial real estate and commercial loans, but commercial lending presents higher risks than residential lending.

We intend to continue to grow our commercial real estate and commercial loan portfolio. We have previously hired two commercial lenders, one in April 2007 and one in May 2007. Our commercial real estate portfolio has increased 157% from $14.5 million at December 31, 2006 to $37.2 million at September 30, 2008, while our commercial business loan portfolio increased 80% over the same period, from $4.6 million to $8.2 million. The repayment risk related to commercial loans is considered to be greater than the risk related to residential loans. Unlike residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment and other income, and which are secured by real property with values that tend to be more easily ascertainable, commercial loans typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrowers’ business, which may include lease income. In addition, commercial loans generally result in larger balances to single borrowers, or related groups of borrowers, than one- to four-family loans.

Our growth strategy will increase our expenses and may not be successful.

Following the completion of the conversion, we may attempt to increase the size of our franchise by establishing up to two new branch offices over the next several years, although we have made no specific commitments to do so as of this date. Building branch offices and hiring new employees to staff these offices would increase our non-interest expense. Moreover, new branch offices generally operate at losses for several years until they generate sufficient deposit and loan growth to offset the applicable non-interest expense. Achieving profitability may also be hampered by the interest rate spread that we will be able to achieve from yields available on loans and rates that must be paid to attract new deposits in the current interest rate environment. Finally, we may not be successful in increasing the volume of loans and deposits at acceptable risk and cost levels. In the event that we are unable to execute successfully our strategy of de novo branching, our earnings could be affected adversely unless we can offset the additional expense with growth elsewhere.

If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings will decrease.

We make various assumptions and judgments about the collectibility of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience, and we evaluate economic conditions. If our assumptions are incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to our allowance. While our allowance for loan

losses was 0.67% of total loans at September 30, 2008, material additions to our allowance could materially decrease our net income.

In addition, bank regulators periodically review our allowance for loan losses and may require us to increase our provision for loan losses or recognize further loan charge-offs. Any increase in our allowance for loan losses or loan charge-offs as required by these regulatory authorities might have a material adverse effect on our financial condition and results of operations.

Changes in interest rates may adversely affect our net interest rate spread and net interest margin, which would hurt our earnings.

We derive our income mainly from the difference or “spread” between the interest earned on loans, securities and other interest-earning assets, and interest paid on deposits, borrowings and other interest-bearing liabilities. In general, the larger the spread, the more we earn. When market rates of interest change, the interest we receive on our assets and the interest we pay on our liabilities will fluctuate. This can cause decreases in our spread and can adversely affect our income.

The loans we originate are generally long-term loans with fixed interest rates. At September 30, 2008, approximately 70% of our total loans had contractual maturities of ten years or more, and nearly 97% of loans with maturities greater than one year had fixed interest rates. The impact of having a loan portfolio consisting primarily of long term fixed rate loans is that in a period of rising interest rates, our cost of funds is expected to increase more rapidly than the yields earned on our loan portfolio because our main source of funds is deposits with generally shorter maturities or no maturity. This would cause a narrowing of our net interest rate spread and a decrease in our earnings.

Interest rates also affect how much money we lend. For example, when interest rates rise, the cost of borrowing increases and loan originations tend to decrease. In addition, changes in interest rates can affect the average life of loans and investment securities. A reduction in interest rates generally results in increased prepayments of loans and mortgage-backed securities, as borrowers refinance their debt in order to reduce their borrowing cost. This causes reinvestment risk, because we generally are not able to reinvest prepayments at rates that are comparable to the rates we earned on the prepaid loans or securities. Changes in market interest rates could also reduce the value of our financial assets. If we are unsuccessful in managing the effects of changes in interest rates, our financial condition and results of operations could suffer.

Recent negative developments in the financial services industry and the domestic and international credit markets may adversely affect our operations and results.

Negative developments in the latter half of 2007 and during 2008 in the global credit and securitization markets have resulted in uncertainty in the financial markets in general with the expectation of the general economic downturn continuing into 2009. Loan portfolio quality has deteriorated at many institutions. In addition, the values of real estate collateral supporting many commercial loans and home mortgages have declined and may continue to decline. Thrift and thrift holding company stock prices have been negatively affected, as has the ability of banks and bank holding companies to raise capital or borrow in the debt markets. As a result, the potential exists for new federal or state laws and regulations regarding lending and funding practices and liquidity standards, and bank regulatory agencies are expected to be active in responding to concerns and trends identified in examinations, including the expected issuance of many formal enforcement orders. Negative developments in the financial services industry and the domestic and international credit markets, and the impact of new legislation in response to those developments, may negatively impact our operations by restricting our business operations, including our ability to originate or sell loans, and adversely impact our financial performance. In

addition, these risks could affect the value of our loan portfolio as well as the value of our mortgage-backed and investment securities portfolios, which would also negatively affect our financial performance.

Our business is geographically concentrated in southern New Jersey, and a downturn in conditions in our market area could have an adverse impact on our profitability.

A substantial amount of our loans are to individuals and businesses in southern New Jersey. Any decline in the economy of this market could have an adverse impact on our business and earnings. Adverse economic changes may also have a negative effect on the ability of our borrowers to make timely repayments of their loans. Additionally, because we have a significant amount of real estate loans, decreases in local real estate values could adversely affect the value of property used as collateral. If we are required to liquidate a significant amount of collateral during a period of reduced real estate values to satisfy the debt, our earnings and capital could be adversely affected.

We operate in a highly regulated environment and may be adversely affected by changes in laws and regulations.

We are subject to extensive regulation, supervision and examination by the Office of Thrift Supervision and the Federal Deposit Insurance Corporation. Such regulation and supervision govern the activities in which an institution and its holding companies may engage and are intended primarily for the protection of the insurance fund and depositors. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the imposition of restrictions on the operation of an institution, the classification of assets by the institution and the adequacy of an institution’s allowance for loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, or legislation could have a material impact on us and our operations.

Strong competition within our market area may limit our growth and profitability.

Competition in the banking and financial services industry in New Jersey is intense. Many of our competitors have substantially greater resources and lending limits than we do and offer services that we do not or cannot provide. Price competition for loans might result in us originating fewer loans, or earning less on our loans, and price competition for deposits might result in a decrease in our total deposits or higher rates on our deposits. Competition in the market for hiring experienced lenders and other highly-qualified bank officers is also a challenge, which may restrict our ability to grow.

Risks Related to the Offering

The market for stock of financial institutions has been down recently, and, similar to some other recently completed offerings by thrifts, our stock price may decline when trading commences.

We cannot guarantee that if you purchase shares in the offering you will be able to sell them at or above the $10.00 purchase price. After the shares of our common stock begin trading, the trading price of the common stock will be determined by the marketplace, and will be influenced not only by our operating results but by many factors outside of our control, including prevailing interest rates, investor perceptions and general industry, geopolitical and economic conditions. Publicly traded stocks, including stocks of financial institutions, have recently experienced substantial market price volatility.

Additional compensation and benefit expenses following the offering will negatively impact our profitability.

Following the offering, we will recognize additional annual employee compensation and benefit expenses stemming from the shares granted to employees, officers and directors under new benefit plans, including the GCF Bank Employee Stock Ownership Plan. We cannot predict the actual amount of the new stock-related compensation and benefit expenses because applicable accounting standards require that they be based on the fair market value of the shares of common stock at specific points in the future; however, we expect them to be material. See Pro Forma Data beginning on page __ for an estimate of the expenses from the ESOP, restricted stock plan and option plan. At the maximum of the offering range, the expenses are estimated to be $258,000 annually.

New expenses that we will incur as a public company will affect our earnings.

Following the offering, our noninterest expense is likely to increase as a result of the accounting, legal and various other additional noninterest expenses usually associated with operating as a public company, particularly as a result of the requirements of the Sarbanes-Oxley Act of 2002. In addition, the Bank’s senior management will be required to devote a significant amount of time to such matters, diverting their full attention from regular operations.

The implementation of stock-based benefit plans may dilute your ownership interest in GCF Bancorp, Inc.

We intend to adopt a stock option plan and a restricted stock plan following the stock offering. These stock benefit plans will be funded through either open market purchases or from the issuance of authorized but unissued shares. Stockholders would experience a reduction in ownership interest in the event newly issued shares are used to fund stock options and awards made under the restricted stock plan. The use of newly issued shares of stock to fund the restricted stock plan instead of open market purchases would dilute the voting interests of existing stockholders by approximately 2.9%. The use of newly issued shares of stock to fund exercises of options granted under the stock option plan instead of open market purchases would dilute the voting interests of existing stockholders by approximately 4.76%.

The fewer the number of shares we sell, the less net proceeds we will have to implement our business plan and improve our earnings.

We are required to sell a minimum of 1,955,000 shares in order to complete this stock offering. If we receive orders for the minimum number of shares offered, we may still complete the offering, but we will have approximately $18.3 million of net proceeds, compared to $25.0 million at the maximum of the offering range. Having less net proceeds from the offering may affect our earnings and our business plans because it means we will have less funds to invest in loans and investments and less capital to fund the potential expansion of our branch network. It is also our intention to contribute a substantial amount of the net proceeds to GCF Bank. The downstreaming of additional capital to the Bank may prevent the Company from utilizing capital management tools such as share repurchases.

There may be a limited market for our common stock, which may adversely affect our stock price.

Although our common stock will be listed on the Nasdaq Global Market following the conversion and offering, the shares might not be actively traded. If an active trading market for our common stock does not develop, you may not be able to sell all of your shares of common stock on short notice, and the sale of a large number of shares at one time could temporarily depress the market price. There also may be a wide spread between the bid and ask price for our common stock. When there is a wide spread

between the bid and ask price, the price at which you may be able to sell our common stock may be significantly lower than the price at which you could buy it at that time.

We will have substantial discretion over the use of the proceeds of the offering, and we may not apply the proceeds in the most profitable manner.

We will have broad discretion over the use of the proceeds from this stock offering. Our failure to utilize these funds effectively could hurt our profits. At the midpoint, maximum and maximum, as adjusted of the offering range, we will use the net proceeds from the offering to make a capital contribution to GCF Bank in an amount sufficient to increase its ratio of tangible capital to assets to at least 10%. At the minimum of the offering range, we will contribute to GCF Bank all net proceeds other than $500,000 and the amount needed to finance the purchases of stock by our Employee Stock Ownership Plan. The funds received by the Bank will be used for general business purposes. We will also lend the Bank’s employee stock ownership plan cash to enable the plan to buy up to 8% of the shares issued in the offering. The balance of the net proceeds will be retained by GCF Bancorp, Inc. and we will initially invest these proceeds in short-term investment securities.

Statutory and charter anti-takeover provisions may impede potential takeovers.

Anti-Takeover Provisions in our Certificate and Bylaws. Provisions in our corporate documents, as well as federal regulations restricting takeovers after the conversion, may make it difficult and expensive to pursue a tender offer, change in control or takeover attempt that our board of directors opposes. As a result, you may not have an opportunity to participate in such a transaction, and the trading price of our stock may not rise to the level of other institutions that are more vulnerable to hostile takeovers. Anti-takeover provisions contained in our corporate documents include: a prohibition against any person acquiring more than 10% of our common stock for five years and limitations on the voting rights of shares held in excess of that amount after five years; the election of members of the board of directors to staggered four-year terms; the absence of cumulative voting by stockholders in elections of directors; provisions restricting the calling of special meetings of stockholders; our ability to issue preferred stock and additional shares of common stock without stockholder approval; removals of directors only for cause and by an 80% vote of stockholders; the requirement of an 80% vote of stockholders for amendments to the Bylaws and certain provisions of the Certificate of Incorporation; advance notice requirements for stockholder nominations and new business; and restrictions on business combinations with interested stockholders. See Restrictions on Acquisition of GCF Bancorp, Inc. on page ___ for a description of anti-takeover provisions in our corporate documents and federal regulations.

Federal Regulations Restricting Takeovers. For three years following the conversion, Office of Thrift Supervision regulations prohibit any person from acquiring or offering to acquire more than 10% of our common stock without prior written approval. The Office of Thrift Supervision has stated its intention to approve only those acquisitions of control within three years that comply strictly with the regulatory criteria. We are not aware of any such approvals since the announcement of this policy. The Office of Thrift Supervision may condition its approval of our conversion on our retention of our federal stock charter for a minimum of three years following the conversion. See Restrictions on Acquisition of GCF Bancorp, Inc. beginning on page ___.

A WARNING ABOUT FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which can be identified by the use of words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions. Forward-looking statements include:

•

statements of our goals, intentions and expectations;

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statements regarding our business plans, prospects, growth and operating strategies;

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statements regarding the quality of our loan and investment portfolios; and

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estimates of our risks and future costs and benefits.

These forward-looking statements are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors:

•

general economic conditions, either nationally or in our market area, that are worse than expected;

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changes in the interest rate environment that reduce our interest margins or reduce the fair value of financial instruments;

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our ability to enter into new markets and/or expand product offerings successfully and take advantage of growth opportunities;

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increased competitive pressures among financial services companies;

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changes in consumer spending, borrowing and savings habits;

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legislative or regulatory changes that adversely affect our business;

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adverse changes in the securities markets;

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our ability to successfully manage our growth; and

•

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board or the Public Company Accounting Oversight Board.

Any of the forward-looking statements that we make in this prospectus and in other public statements we make may turn out to be wrong because of inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Consequently, no forward-looking statement can be guaranteed.

USE OF PROCEEDS

Although the actual net proceeds from the sale of the common stock cannot be determined until the offering is completed, we estimate that net proceeds from the sale of common stock will be between $18.3 million and $25.0 million, or $28.8 million at the adjusted maximum. The net proceeds may vary significantly because total expenses of the stock offering may be significantly more or less than those estimated. Payments for shares made through withdrawals from existing deposit accounts at GCF Bank will not result in the receipt of new funds for investment but will result in a reduction of GCF Bank’s deposits and interest expense as funds are transferred from interest-bearing certificates or other deposit accounts.

GCF Bancorp, Inc. intends to use proceeds from the offering as follows:

																Maximum, as
	Minimum					Midpoint					Maximum					Adjusted
	$			%		$			%		$			%		$			%
	(Dollars in thousands)

Gross proceeds	$	19,550		100.00	%	$	23,000		100.00	%	$	26,450		100.00	%	$	30,418		100.00	%
Less:
Estimated offering expenses		(1,254	)	(6.42	)		(1,372	)	(5.97	)		(1,490	)	(5.63	)		(1,626	)	(5.35	)

Estimated net proceeds	$	18,296		93.58	%	$	21,628		94.03	%	$	24,960		94.37	%	$	28,791		94.65	%
Less:
Proceeds contributed to GCF Bank		(16,232	)	(83.03	)		(18,780	)	(81.65	)		(19,158	)	(72.43	)		(19,595	)	(64.42	)
Loan to our employee stock ownership plan		(1,564	)	(8.00	)		(1,840	)	(8.00	)		(2,116	)	(8.00	)		(2,433	)	(8.00	)
Proceeds retained by GCF Bancorp, Inc.	$	500		2.56	%	$	1,008		4.38	%	$	3,685		13.93	%	$	6,764		22.24	%

At the midpoint, maximum and maximum, as adjusted of the offering range, GCF Bank will receive as a capital contribution such amount of the net proceeds from the offering as may be necessary so that the ratio of the Bank’s tangible capital to its total assets upon completion of the offering to at least 10%. At the minimum of the offering range, GCF Bancorp, Inc. will contribute all net proceeds except $500,000 and the amount required to finance the purchase of stock by the Employee Stock Ownership Plan. The proceeds will be used by the Bank to support balance sheet growth while maintaining status as a well-capitalized financial institution under applicable banking regulations. The offering proceeds may also be used to finance the possible acquisition of other financial institutions or branches as well as the possible opening of de novo branches, if appropriate opportunities arise. We do not, however, have any current understandings, agreements or arrangements in connection with branching or acquisitions.

We will lend a portion of the offering proceeds to the GCF Bank Employee Stock Ownership Plan to enable it to buy up to 8% of the shares sold in the offering. If it does not buy the full amount of its intended common stock purchase in the offering, it may purchase shares of common stock in the open market after the stock offering. If the purchase price of the common stock in the open market is higher than $10 per share, the amount of proceeds required for the purchase by the GCF Bank Employee Stock Ownership Plan will increase.

The balance of the offering proceeds will be retained by GCF Bancorp, Inc. and deposited with or loaned to GCF Bank, providing funds to support the Bank’s operations. GCF Bancorp, Inc. may also use

the offering proceeds it retains for general corporate purposes, including repurchasing shares of its common stock, paying cash dividends or supporting acquisitions of other financial institutions, branches or financial services companies. We do not, however, have any current understandings, agreements or arrangements for any such acquisitions.

OUR POLICY REGARDING DIVIDENDS

We have not yet determined what our dividend policy will be, and we have no plans or understandings as to the amount or timing of cash dividends that GCF Bancorp, Inc. may pay after the offering. Future declarations of dividends by the Board of Directors will depend on a number of factors, including investment opportunities, growth objectives, financial condition, profitability, tax considerations, minimum capital requirements, regulatory limitations, stock market characteristics and general economic conditions. The timing, frequency and amount of dividends will be determined by the Board. There can be no assurance that dividends will in fact be paid on the stock or that, if paid, dividends will not be reduced or eliminated in future periods.

GCF Bancorp, Inc.’s ability to pay dividends may also depend on the receipt of dividends from GCF Bank, which is subject to a variety of regulatory limitations on the payment of dividends. See Regulation - Regulation of GCF Bank - Dividend and Other Capital Distribution Limitations. Furthermore, as a condition to the Office of Thrift Supervision giving its authorization to conduct the stock offering, we have agreed that we will not initiate any action within one year of completion of the stock offering involving the payment of a special distribution or return of capital to stockholders of GCF Bancorp, Inc.

MARKET FOR THE STOCK

There is not, at this time, any market for GCF Bancorp, Inc.’s stock. We have applied to have our common stock listed for trading on the Nasdaq Global Market under the symbol “GCFC.” Sandler O’Neill & Partners, L.P. has advised us that it intends to make a market in our common stock following the offering, but it is under no obligation to do so.

The development of an active trading market depends on the existence of willing buyers and sellers, the presence of which is not within our control, or that of any market maker. The number of active buyers and sellers of our stock at any particular time may be limited. Under such circumstances, you could have difficulty selling your shares of common stock. We cannot assure you that an active and liquid trading market for the shares of common stock will develop or, if developed, will be maintained. Nor can we assure you that, if you purchase shares of common stock in the offering, you will be able to sell them at a price equal to or above $10.00 per share.

CAPITALIZATION

Set forth below is the historical consolidated capitalization as of September 30, 2008 of Gateway Community Financial Corp. and the pro forma capitalization of GCF Bancorp, Inc. as of September 30, 2008 after giving effect to the offering and to the assumptions set forth under Pro Forma Data. No effect has been given to the issuance of additional shares of stock pursuant to any stock option plan that may be adopted by GCF Bancorp, Inc. subject to stockholder approval. An amount equal to 5% of the total number of shares outstanding after the offering would be reserved for issuance upon the exercise of options to be granted under the stock option plan following the stock offering. See Management - Stock Benefit Plans - Stock Option Plan.

				Pro Forma Capitalization at September 30, 2008
													Maximum,
				Minimum			Midpoint			Maximum			as adjusted
				1,955,000			2,300,000			2,645,000			3,041,750
	Historical, at			Shares at			Shares at			Shares at			Shares at
	September 30,			$10.00 per			$10.00 per			$10.00 per			$10.00 per
	2008			Share			Share			Share			Share
	(Dollars in thousands)

Deposits⁽¹⁾	$	366,644		$	366,644		$	366,644		$	366,644		$	366,644
Borrowings		35,493			35,493			35,493			35,493			35,493
Total deposits and borrowings	$	402,137		$	402,137		$	402,137		$	402,137		$	402,137

Stockholders’ equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized, no shares outstanding	$	--		$	--		$	--		$	--		$	--
Common stock, $0.01 par value,
35,000,000 shares authorized, assuming
shares outstanding as shown⁽²⁾		1			20			23			26			30
Additional paid-in capital ⁽²⁾		249			18,526			21,855			25,183			29,011
Retained earnings		29,579			29,579			29,579			29,579			29,579
Accumulated other comprehensive loss		(372	)		(372	)		(372	)		(372	)		(372	)
Less:
Common stock acquired by ESOP⁽³⁾		--			(1,564	)		(1,840	)		(2,116	)		(2,433	)
Common stock acquired by restricted stock plan ⁽⁴⁾		--			(587	)		(690	)		(794	)		(913	)
Total stockholders’ equity	$	29,547		$	45,602		$	48,555		$	51,507		$	54,902
Total stockholders’ equity to total assets		6.78	%		10.12	%		10.70	%		11.28	%		11.94	%

_____________

(1)	Does not reflect withdrawals from deposit accounts for the purchase of common stock in the offering. Withdrawals to purchase common stock will reduce pro forma deposits by the amounts of the withdrawals.

(2)

The pro forma additional paid-in capital amounts represent the net offering proceeds, less the par value of all shares outstanding upon completion of the offering. Total outstanding shares upon completion of the offering will be 1,955,000, 2,300,000, 2,645,000 and 3,041,750, at the minimum, midpoint, maximum and adjusted maximum, respectively.

(3)

Assumes that 8% of the shares sold in the offering will be purchased by the GCF Bank Employee Stock Ownership Plan, and that the funds used to acquire those shares will be borrowed from GCF Bancorp, Inc., concurrent with the offering. For an estimate of the impact of the loan on earnings, see Pro Forma Data. GCF Bank intends to make scheduled discretionary contributions to the GCF Bank Employee Stock Ownership Plan sufficient to enable it to service and repay its debt over a twenty- year period. The amount of shares to be acquired by the GCF Bank Employee Stock Ownership Plan is reflected as a reduction of stockholders’ equity. See Management - Stock Benefit Plans - Employee Stock Ownership Plan. If the GCF Bank Employee Stock Ownership Plan is unable to purchase stock in the stock offering due to an oversubscription in the offering by Eligible Account Holders having first priority, and the purchase price in the open market is greater than the original $10.00 price per share, there will be a corresponding reduction in stockholders’ equity.

(4)

Assumes that an amount equal to 3% of the total number of shares outstanding after the offering is purchased by the restricted stock plan following the stock offering. The stock purchased by the restricted stock plan is reflected as a reduction of stockholders’ equity. See footnote (2) to the table under Pro Forma Data.

PRO FORMA DATA

The actual net proceeds from the sale of the stock cannot be determined until the offering is completed. The net proceeds to GCF Bancorp, Inc. are currently estimated to be between $18.3 million and $25.0 million ($28.8 million at the adjusted maximum), based on the following assumptions:

•

expenses of the offering, including reimbursable expenses of Sandler O’Neill & Partners, L.P., are estimated to be approximately $600,000.

•

Marketing fees are 1% of the amount of stock sold in the offering, excluding shares sold to directors, officers, employees and stock benefit plans and shares sold in a syndicated community offering. It is assumed that 50% of the shares will be sold in a syndicated community offering.

The following tables set forth GCF Bancorp, Inc.’s historical net income and stockholders’ equity prior to the offering and pro forma net income and stockholders’ equity giving effect to the offering. In preparing this table, we have made the following assumptions:

•

Pro forma net income has been calculated assuming the stock had been sold at the beginning of the period and the net proceeds had been invested at an average yield of 4.75% and 4.69% for the year ended December 31, 2007 and the nine months ended September 30, 2008, which approximates the arithmetic average of the yield on earning assets and the cost of deposits for the year ended December 31, 2007 and nine months ended September 30, 2008, respectively. The pro forma after-tax yield (based upon a 40% tax rate) on the net proceeds is assumed to be 2.85% and 2.81% for the year ended December 31, 2007, and the nine months ended September 30, 2008, respectively.

•

We assumed that 8.0% of the shares sold in the offering were purchased in the offering by the GCF Bank Employee Stock Ownership Plan at a price of $10.00 per share using funds borrowed from GCF Bancorp, Inc. We assumed that GCF Bank would make annual contributions to the GCF Bank Employee Stock Ownership Plan in an amount at least equal to the principal and interest requirement of the loan. We have assumed a 20-year amortization period for the loan. The stock acquired by the GCF Bank Employee Stock Ownership Plan is reflected as a reduction of stockholders’ equity. See Management – Stock Benefit Plans – Employee Stock Ownership Plan.

•

We assumed that the stock option plan had been approved by stockholders of GCF Bancorp, Inc. and that GCF Bancorp, Inc. had reserved for future issuance upon the exercise of options to be granted under the plan an amount of stock equal to 5% of the total number of shares outstanding after the offering. We assumed that options for all shares reserved under the plan were granted to plan participants at the beginning of the period and that 30% of the options granted were non-qualified options for income tax purposes. We assumed that the options would vest at a rate of 20% per year and that compensation expense would be recognized on a straight-line basis over the 5-year vesting period. See Management – Stock Benefit Plans – Stock Option Plan.

•

We assumed that the restricted stock plan had been approved by stockholders of GCF Bancorp, Inc. and that the restricted stock plan had acquired an amount of stock equal to 3% of the total number of shares outstanding after the offering at the beginning of the periods presented through open market purchases at a price of $10.00 per share using funds contributed to the restricted stock plan by GCF Bank. We assumed that all shares

held by the plan were granted to plan participants at the beginning of the period, that the shares would vest at a rate of 20% per year and that compensation expense will be recognized on a straight-line basis over the 5-year vesting period. See Management – Stock Benefit Plans – Restricted Stock Plan.

•

We assumed that no withdrawals were made from deposit accounts to purchase shares in the offering.

•

Historical and pro forma per share amounts have been calculated by dividing historical and pro forma amounts by the indicated number of shares of stock, as adjusted in the pro forma earnings per share to give effect to the purchase of shares by the GCF Bank Employee Stock Ownership Plan.

•

Pro forma stockholders’ equity amounts have been calculated as if the stock had been sold at the end of the period and no effect has been given to the assumed earnings effect of the transaction.

The following pro forma data relies on the assumptions we outlined above, and this data does not represent the fair market value of the common stock, the current value of assets or liabilities, or the amount of money that would be distributed to stockholders if GCF Bancorp, Inc. were liquidated. The pro forma data does not predict how much we will earn in the future. You should not use the following information to predict future results of operations.

	At or For the Nine Months Ended September 30, 2008
													Maximum
	Minimum				Midpoint				Maximum				as adjusted
	1,955,000				2,300,000				2,645,000				3,041,750
	shares sold				shares sold				shares sold				shares sold
	at $10.00				at $10.00				at $10.00				at $10.00
	Per share				per share				per share				per share
	(Dollars in thousands, except per share amounts)
Gross proceeds	$	19,550		$		23,000		$		26,450		$		30,418
Less offering expenses		(1,254	)			(1,372	)			(1,490	)			(1,626	)
Estimated net proceeds	$	18,296		$		21,628		$		24,960		$		29,791
Less ESOP adjustment		(1,564	)			(1,840	)			(2,116	)			(2,433	)
Less restricted stock plan adjustment		(587	)			(690	)			(794	)			(913	)
Estimated investable net proceeds	$	16,145		$		19,098		$		22,050		$		25,445

Net income:
Historical	$	1,684		$		1,684		$		1,684		$		1,684
Pro forma income on net proceeds		341				403				465				536
Pro forma ESOP adjustment⁽¹⁾		(35	)			(41	)			(47	)			(55	)
Pro forma restricted stock plan adjustment⁽²⁾		(53	)			(62	)			(71	)			(83	)
Pro forma option plan adjustment⁽³⁾		(56	)			(65	)			(75	)			(86	)
Pro forma net income	$	1,882		$		1,918		$		1,956		$		1,997

Earnings per share:
Historical	$	0.93		$		0.79		$		0.69		$		0.60
Pro forma income on net proceeds		0.19				0.19				0.19				0.19
Pro forma ESOP adjustment⁽¹⁾		(0.02	)			(0.02	)			(0.02	)			(0.02	)
Pro forma restricted stock plan adjustment⁽²⁾		(0.03	)			(0.03	)			(0.03	)			(0.03	)
Pro forma option plan adjustment⁽³⁾		(0.03	)			(0.03	)			(0.03	)			(0.03	)
Pro forma earnings per share⁽⁴⁾	$	1.04		$		0.90		$		0.80		$		0.71

Offering price to pro forma earnings per share		9.6	x			11.1	x			12.5	x			14.1	x
Number of shares used in calculation		1,806,420				2,125,200				2,443,980				2,810,577

Stockholders’ equity:
Historical	$	29,457		$		29,457		$		29,457		$		29,457
Estimated net proceeds		18,296				21,628				24,960				28,791
Less: common stock acquired by ESOP		(1,564	)			(1,840	)			(2,116	)			(2,433	)
Less: common stock acquired by restricted stock plan⁽²⁾		(587	)			(690	)			(794	)			(913	)
Pro forma stockholders’ equity	$	45,602		$		48,555		$		51,507		$		54,902

Book value per share:
Historical	$	15.07		$		12.81		$		11.14		$		9.68
Estimated net proceeds		9.36				9.40				9.44				9.47
Less: common stock acquired by ESOP⁽¹⁾		(0.80	)			(0.80	)			(0.80	)			(0.80	)
Less: common stock acquired by restricted stock plan⁽²⁾		(0.30	)			(0.30	)			(0.30	)			(0.30	)
Pro forma book value per share	$	23.33		$		21.11		$		19.47		$		18.05

Offering price as a % of pro forma book value per share		42.9	%			47.4	%			51.4	%			55.4	%
Number of shares used in calculation		1,955,000				2,300,000				2,645,000				3,041,750

	At or For the Year Ended December 31, 2007
													Maximum
	Minimum				Midpoint				Maximum				as adjusted
	1,955,000				2,300,000				2,645,000				3,041,750
	shares sold				shares sold				shares sold				shares sold
	at $10.00				at $10.00				at $10.00				at $10.00
	Per share				per share				per share				per share
	(Dollars in thousands, except per share amounts)
Gross proceeds	$	19,550		$		23,000		$		26,450		$		30,418
Less offering expenses		(1,254	)			(1,372	)			(1,490	)			(1,626	)
Estimated net proceeds	$	18,296		$		21,628		$		24,960		$		29,791
Less ESOP adjustment		(1,564	)			(1,840	)			(2,116	)			(2,433	)
Less restricted stock plan adjustment		(587	)			(690	)			(794	)			(913	)
Estimated investable net proceeds	$	16,145		$		19,098		$		22,050		$		25,445

Net income:
Historical	$	(791	)	$		(791	)	$		(791	)	$		(791	)
Pro forma income on net proceeds		460				544				628				725
Pro forma ESOP adjustment⁽¹⁾		(47	)			(55	)			(63	)			(73	)
Pro forma restricted stock plan adjustment⁽²⁾		(70	)			(83	)			(95	)			(110	)
Pro forma option plan adjustment⁽³⁾		(74	)			(87	)			(100	)			(115	)
Pro forma net income	$	(522	)	$		(472	)	$		(421	)	$		(364	)

Earnings per share:
Historical	$	(0.44	)	$		(0.37	)	$		(0.32	)	$		(0.28	)
Pro forma income on net proceeds		0.25				0.26				0.26				0.26
Pro forma ESOP adjustment⁽¹⁾		(0.03	)			(0.03	)			(0.03	)			(0.03	)
Pro forma restricted stock plan adjustment⁽²⁾		(0.04	)			(0.04	)			(0.04	)			(0.04	)
Pro forma option plan adjustment⁽³⁾		(0.04	)			(0.04	)			(0.04	)			(0.04	)
Pro forma earnings per share⁽⁴⁾	$	(0.29	)	$		(0.22	)	$		(0.17	)	$		(0.13	)

Offering price to pro forma earnings per share		NM	*			NM	*			NM	*			NM	*
Number of shares used in calculation		1,806,420				2,125,000				2,443,980				2,810,577

Stockholders’ equity:
Historical	$	28,050		$		28,050		$		28,050		$		28,050
Estimated net proceeds		18,296				21,628				24,960				28,791
Less: common stock acquired by ESOP		(1,564	)			(1,840	)			(2,116	)			(2,433	)
Less: common stock acquired by restricted stock plan⁽²⁾		(587	)			(690	)			(794	)			(913	)
Pro forma stockholders’ equity	$	44,195		$		47,148		$		50,100		$		53,495

Book value per share:
Historical	$	14.35		$		12.20		$		10.61		$		9.22
Estimated net proceeds		9.36				9.40				9.44				9.47
Less: common stock acquired by ESOP⁽¹⁾		(0.80	)			(0.80	)			(0.80	)			(0.80	)
Less: common stock acquired by restricted stock plan⁽²⁾		(0.30	)			(0.30	)			(0.30	)			(0.30	)
Pro forma book value per share	$	22.61		$		20.50		$		18.94		$		17.59

Offering price as a % of pro forma book value per share		44.2	%			48.8	%			52.8	%			56.9	%
Number of shares used in calculation		1,955,000				2,300,000				2,645,000				3,041,750

* Not meaningful.

__________

(1)

The expense of GCF Bank’s contribution to its Employee Stock Ownership Plan (ESOP) is based on an assumed average fair value of $10.00 per share. If the fair market value is different than $10.00 per share at the time the shares are released to ESOP participants, the related expense recognized will be different. A higher fair market value will result in higher compensation expense for the Bank.

(2)

Assumes that the restricted stock plan is approved by stockholders of GCF Bancorp, Inc. and that the restricted stock plan acquires an amount of stock equal to 3% of the total number of shares outstanding after the offering, at the beginning of the period through open market purchases at a price of $10.00 per share using funds contributed to the restricted stock plan by GCF Bank. Assumes also that all shares held by the plan were granted to plan participants at the beginning of the periods, that the shares vest at a rate of 20% per year and that compensation expense will be recognized on a straight-line basis over the 5-year vesting period. The issuance of authorized but unissued shares of stock to the restricted stock plan instead of open market purchases would dilute the voting interests of stockholders that purchased shares in the offering by approximately 2.9%. If the actual cost of the shares acquired by the restricted stock plan is different than $10.00 per share, the expense recognized will be different. There can be no assurance that stockholder approval of the restricted stock plan will be obtained or that the actual purchase price of the shares will be equal to $10.00 per share. SeeManagement - Stock Benefit Plans - Restricted Stock Plan.

(3)

The pro forma net income assumes that the options granted under the stock option plan have a value of $3.77 per option, which was determined using the Black-Scholes option pricing model using the following assumptions: (i) the trading price on date of grant was $10.00 per share; (ii) exercise price is equal to the trading price on the date of grant; (iii) dividend yield of 0%; (iv) vesting period of 5 years and expected life of 10 years; (v) expected volatility of 22.86%; and risk-free interest rate of 2.53%. Because there is currently no market for GCF Bancorp, Inc.’s common stock, the assumed expected volatility is based on the SNL Financial Thrift index. If the fair market value per share on the date of grant is different than $10.00, or if the assumptions used in the option pricing formula are different from those used in preparing this pro forma data, the value of the options and the related expense recognized will be different. There can be no assurance that the actual fair market value per share on the date of grant, and correspondingly the exercise price of the options, will be $10.00 per share. The issuance of authorized but unissued shares of stock instead of open market purchases to fund exercises of options granted under the stock option plan would dilute the voting interests of stockholders that purchased shares in the offering by approximately 4.76%. See Management - Stock Benefit Plans - Stock Option Plan.

(4)

For purposes of calculating earnings per share, only the shares committed to be released under the GCF Bank Employee Stock Ownership Plan were considered outstanding. For purposes of calculating book value per share, all shares under the GCF Bank Employee Stock Ownership Plan were considered outstanding. We have also assumed that no options granted under the stock option plan were exercised during the period and that the trading price of GCF Bancorp, Inc. common stock at the end of the period was $10.00 per share. Under this assumption, using the treasury stock method, no additional shares of stock were considered to be outstanding for purposes of calculating earnings per share or book value per share.

HISTORICAL AND PRO FORMA CAPITAL COMPLIANCE

The following table presents GCF Bank’s historical and pro forma capital position relative to its regulatory capital requirements as of September 30, 2008. Pro forma capital levels assume receipt by the Bank of net proceeds in an amount as may be necessary so that the ratio of its tangible capital to its total assets upon completion of the offering is at least 10% at the midpoint, maximum and maximum, as adjusted of the offering range. At the minimum of the offering range, it is assumed that the Bank will receive all net proceeds other than $500,000 and the amount needed to finance the purchase of stock by the Employee Stock Ownership Plan. . For a discussion of the assumptions underlying the pro forma capital calculations presented below, see Use of Proceeds,Capitalization and Pro Forma Data. For a discussion of the capital standards applicable to GCF Bank, see Regulation - Regulation of GCF Bank - Regulatory Capital Requirements.

At September 30, 2008					Pro Forma at September 30, 2008
At September 30, 2008					Minimum					Midpoint					Maximum					Maximum, as adjusted
			Percentage					Percentage					Percentage					Percentage					Percentage
	Amount		of Assets⁽¹⁾		Amount			of Assets⁽¹⁾		Amount			of Assets⁽¹⁾		Amount			of Assets⁽¹⁾		Amount			of Assets⁽¹⁾
	(Dollars in thousands)
GAAP Capital	$	29,457	6.78	%	$	43,538		9.70	%	$	45,707		10.14	%	$	45,705		10.14	%	$	45,706		10.14	%

Tangible Capital⁽²⁾	$	28,812	6.63	%	$	42,893		9.56	%	$	45,062		10.00	%	$	45,060		10.00	%	$	45,061		10.00	%
Tangible Capital Requirement		6,515	1.50			6,727		1.50			6,759		1.50	%		6,759		1.50			6,759		1.50
Excess	$	22,297	5.13	%	$	36,166		8.06	%	$	38,303		8.50	%	$	38,301		8.50	%	$	38,302		8.50	%

Core Capital⁽²⁾	$	28,812	6.63	%	$	42,893		9.56	%	$	45,062		10.00	%	$	45,060		10.00	%	$	45,061		10.00	%
Core Capital Requirement		17,374	4.00			17,938		4.00			18,024		4.00			18,024		4.00			18,024		4.00
Excess	$	11,438	2.63	%	$	24,955		5.56	%	$	27,038		6.00	%	$	27,036		6.00	%	$	27,037		6.00	%

Total Risk-Based Capital^{(3) (4)}	$	30,758	11.05	%	$	44,839		15.95	%	$	47,008		16.70	%	$	47,006		16.70	%	$	47,007		16.70	%
Risk-Based Capital Requirement		22,259	8.00			22,484		8.00			22,519		8.00			22,519		8.00			22,519		8.00
Excess	$	8,449	3.05	%	$	22,355		7.95	%	$	24,489		8.70	%	$	24,487		8.70	%	$	24,488		8.70	%

Reconciliation of pro forma increase in GAAP and regulatory capital:
Net proceeds from the offering contributed to Bank					$	16,232				$	18,780				$	19,158				$	19,595
Less: funding of employee stock ownership plan						(1,564	)				(1,840	)				(2,116	)				(2,433	)
Less: funding of future restricted stock plan						(587	)				(690	)				(794	)				(913	)
Total pro forma increase in GAAP and regulatory capital					$	14,081				$	16,250				$	16,248				$	16,249

_________________

(1)	Tangible and core capital levels are shown as a percentage of total adjusted assets. The risk-based capital level is shown as a percentage of risk-weighted assets.

(2)	Generally accepted accounting principles, referred to as “GAAP,” capital includes goodwill, intangible assets and unrealized gain (loss) on available for sale securities, net, which are not included in regulatory capital.

(3)	Assumes net proceeds are invested in assets that carry a 20% risk-weighting.

(4)	The difference between core capital and risk-based capital is attributable to the addition of general loan loss reserves of $1.9 million.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following financial information and other data should be read together with the consolidated financial statements and the notes thereto beginning on page F-1 of this document. The data at and for the nine months ended September 30, 2008 and 2007 is unaudited, however, in the opinion of management, all adjustments, consisting of normal recurring adjustments, that are necessary for a fair presentation of the interim periods have been reflected.

	At September 30,		At December 31,
	2008		2007		2006		2005
	(In thousands)
Financial Condition:
Assets	$	434,531	$	422,645	$	351,864	$	308,011
Loans receivable, net		314,985		259,709		210,492		180,916
Investment securities		19,021		51,435		52,797		41,315
Mortgage-backed securities		73,858		81,738		59,185		54,032
Cash and cash equivalents		5,366		8,189		10,618		14,031
Deposits		366,644		373,208		315,962		277,279
Borrowings		35,493		18,800		4,400		—
Total equity		29,457		28,050		28,903		28,811

	Nine Months Ended September 30,					Year Ended December 31,
	2008		2007			2007			2006			2005
	(In thousands)
Summary of Operations:
Interest and dividend income	$	18,022	$	15,090		$	20,777		$	16,273		$	14,221
Interest expense		9,826		9,987			13,768			9,377			5,869
Net interest income		8,196		5,103			7,009			6,896			8,352
Provision for (recoveries of provisions for) loan losses		566		66			128			(348	)		(917	)
Net interest income after provision for (recoveries of provisions for) loan losses		7,630		5,037			6,881			7,245			9,269
Noninterest income		1,081		710			680			856			883
Noninterest expense		6,389		6,558			9,050			7,631			7,634
Income (loss) before income tax expense (benefit)		2,322		(811	)		(1,489	)		469			2,518
Income tax expense (benefit)		638		(411	)		(698	)		90			893
Net income (loss)	$	1,684	$	(400	)	$	(791	)	$	379		$	1,625

	At or For the
	Nine Months
	Ended September 30,				At or For the Year Ended December 31,
	2008		2007		2007		2006		2005

Performance Ratios:
Return on average assets (net income divided by average total assets)	0.52	%	(0.14	)%	(0.20	)%	0.11	%	0.53	%

Return on average equity (net income divided by average equity)	7.79	%	(1.88	)%	(2.77	)%	1.33	%	6.04	%

Net interest rate spread	2.53	%	1.70	%	1.76	%	2.06	%	2.80	%

Net interest margin on average interest-earning assets	2.71	%	1.88	%	1.94	%	2.25	%	2.94	%

Average interest-earning assets to average interest-bearing liabilities	105.66	%	104.68	%	104.63	%	106.20	%	106.40	%

Efficiency ratio (noninterest expense divided by the sum of net interest income and noninterest income)	68.94	%	112.83	%	117.70	%	98.44	%	82.68	%

Noninterest expense to average assets	1.99	%	2.25	%	2.28	%	2.30	%	2.49	%

Asset Quality Ratios:
Non-performing loans to total loans, net	0.87	%	0.60	%	0.80	%	1.17	%	1.75	%

Non-performing assets to total assets	0.69	%	0.47	%	0.62	%	0.80	%	1.14	%

Net loan charge-offs (recoveries of loans charged-off) to average loans outstanding	0.16	%	(0.08	)%	(0.02	)%	0.44	%	0.01	%

Allowance for loan losses to total loans	0.67	%	0.88	%	0.73	%	0.85	%	1.65	%

Allowance for loan losses to non-performing loans	76.7	%	148.12	%	90.6	%	72.99	%	94.46	%

Capital Ratios:
Average equity to average assets	6.72	%	7.24	%	7.20	%	8.71	%	8.85	%

Equity to assets at period end	6.72	%	6.89	%	6.64	%	8.21	%	9.27	%

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis reflects GCF Bank’s consolidated financial statements and other relevant statistical data and is intended to enhance your understanding of our financial condition and results of operations. You should read the information in this section in conjunction with GCF Bancorp, Inc.’s consolidated financial statements and accompanying notes thereto beginning on page F-1 of this document, and the other statistical data provided in this prospectus.

Overview

General. Our primary business is attracting retail deposits from the general public and using those deposits, together with funds generated from operations, principal repayments on securities and loans, and borrowed funds, for our lending and investing activities. We provide residential, consumer and commercial financing. Our securities portfolio consists of U.S. government agency securities, mortgage-backed securities and other securities in which federal savings bank are permitted to investment.

Our results of operations depend mainly on our net interest income, which is the difference between the interest income earned on our loan and investment portfolios and interest expense paid on our deposits and borrowed funds. Net interest income is a function of the average balances of loans and investments versus deposits and borrowed funds outstanding in any one period and the yields earned on those loans and investments and the cost of those deposits and borrowed funds. The loans we originate are generally long-term loans with fixed interest rates. At September 30, 2008, approximately 70% of our total loans had contractual maturities of ten years or more, and nearly 97% of loans with maturities greater than one year had fixed interest rates. The impact of having a loan portfolio consisting primarily of long term fixed rate loans is that in a period of rising interest rates, our cost of funds is expected to increase more rapidly than the yields earned on our loan portfolio because our main source of funds is deposits with generally shorter maturities or no maturity. This would cause a narrowing of our net interest rate spread and a decrease in our earnings.

Beginning in June 2004, the Federal Open Market Committee initiated a series of increases in the federal funds rate, which had the effect of progressively increasing the rates we had to pay for funds. Since long-term rates did not increase correspondingly, we experienced a narrowing of our net interest margin, which, combined with certain non-recurring charges, reduced our net income to the point that we recorded a net loss for the year ended December 31, 2007. In late 2007, the Federal Open Market Committee began reducing interest rates and the inverted yield curve began to reverse. The Federal Reserve Board and the Department of Treasury undertook an unprecedented effort to inject liquidity into the market to address an economic slowdown related in large part to falling housing prices in many parts of the country. The spread in the interest rate allowed the Bank to lend at a higher rate than the cost of short-term borrowed funds, contributing to a profit in 2008.

At September 30, 2008, one-to-four family residential real estate mortgages and home equity loans and lines of credit comprised approximately 66.2% of our total loans, and manufactured housing loans comprised 3.1 % of our total loans. Nationally, there has been a significant slowing in the housing markets however there have been significant geographical variations. Although New Jersey overall has had significant declines in median home prices, the Southern New Jersey/Philadelphia Metropolitan Area has had shown only minor price reductions. According to data from the National Association of Realtors, during the 12-month period ending in the third quarter of 2008, this market has experienced a less than 1% decline in median home prices. Other industry sources indicate slightly larger declines, but in all cases far less than the national average. Similarly, housing data for our four local markets also show declines, however values have rebounded in the fourth quarter of 2008.

The slowdown in the housing market has led to much discussion on the credit quality of residential real estate loans. Much of the recent discussion of decreasing credit quality and increasing defaults has centered on the sub-prime mortgage market as well as adjustable rate mortgages and interest-only, payment option adjustable rate and stated income mortgages. We do not participate in the sub-prime market or originate interest-only, payment option adjustable rate or stated income mortgages. Additionally, we have limited exposure in adjustable-rate mortgages. To date, we have not seen an increasing trend in delinquencies in our residential mortgage loan products, although no assurances can be given that we will not experience increased delinquencies in the future, particularly if the slowdown in the housing market or general economic conditions persists or worsens.

Our results of operations are also significantly affected by non-interest income and non-interest expense. Non-interest income consists primarily of income from service fees and charges for normal banking operations. It also includes income on bank-owned life insurance. Noninterest income is affected by gains or losses on sales of securities, loans, real estate owned and other assets. Our noninterest income for 2007 totaled $680,000, as compared to $856,000 for 2006.

Non-interest expense includes compensation and benefits expense, occupancy and equipment expense and other general and administrative expenses such as data processing, professional fees and marketing/advertising costs. Noninterest expense totaled $9.1 million for 2007 and $7.6 million for 2006.

After the stock offering, additional annual employee compensation and benefit expenses stemming from the shares granted to employees, officers and directors under new benefit plans will increase this category of expense. We will recognize expense for our employee stock ownership plan when shares are committed to be released to participants’ accounts and will recognize expenses for restricted stock awards over the vesting period of awards made to recipients. In addition, we will be required to recognize compensation expense related to stock options outstanding based upon the fair value of such awards at the date of grant over the period that such awards are earned. Additions to our lending staff are also expected to result in increases in compensation expense.

We also expect that noninterest expense will be higher going forward as a result of the accounting, legal and various other additional noninterest expenses associated with operating as a public company, particularly as a result of the requirements of the Sarbanes-Oxley Act of 2002.

Provisions for loan losses can also have a material impact on our results of operations. GCF Bank’s allowance for loans losses is established through provisions for loan losses that are charged against the Bank’s income during the period the provision is made. Loans deemed to be uncollectible are charged against the allowance for loan losses, and amounts recovered on loans previously charged against the allowance are credited back to the allowance. We may also make a recovery of prior provisions for loan losses when management deems it appropriate to reduce the size of the allowance to reflect the current estimate of known and inherent losses in the portfolio.

Business Strategy. Our current strategy has been to increase originations in the more profitable loan categories, including commercial lending and subcategories of consumer lending, specifically, manufactured housing, recreational vehicle and non-commercial, personal use aircraft lending. We intend to increase the size of the commercial loan portfolio and have hired two commercial lenders, one in March 2007, and one in May 2007 in pursuit of this objective. At September 30, 2008, our commercial real estate mortgage and commercial loan portfolios in aggregate amounted to $45.3 million, representing approximately 14.3% of our total loans, as compared to $19.0 million or 10.7% of our total loans at December 31, 2006. We hired a new consumer lender in February 2007 with experience in aircraft and recreational vehicle financing and commenced a nationwide lending program. Our RV and aircraft loan

portfolios have since grown to a combined $37.3 million or 11.8% of the portfolio at September 30, 2008. We have suspended nationwide RV and aircraft lending to avoid further portfolio concentration but may resume aircraft lending in the states of New Jersey, Pennsylvania and Delaware after the conversion.

Another part of our current strategy is growing deposits and using those deposits to fund growth in the loan portfolio. We experienced good deposit growth in 2007 and 2006. Deposits, however, decreased 1.8% during the nine months ended September 30, 2008. Nearly all of the growth during 2006 was in money market accounts and certificates of deposit. Certificates of deposit increased 13% between 2005 and 2006 while money market accounts rose by 81%. The increase in money market accounts is attributable to our introduction in 2005 of a multi-tiered money market account. In late 2006, we launched a savings account product, CyberSaver, a high-yield, multi-tiered savings account accessible only via the internet and not marketed through our branches or locally. We have more recently introduced a new money market account, the CyberSaver Gold Account, which has a minimum deposit of $200,000. From 2006 to 2007, deposits grew $57.2 million or 18%. Deposit growth in 2007 was primarily attributable to growth in certificates of deposit. In late 2006, we joined the Certificate of Deposit Account Registry Service (“CDARS®”), which allows us to offer federal deposit insurance for up to $50 million on certificate accounts and has enabled us to attract more certificates of deposit. Money market accounts and certificates of deposit tend to be higher costing, less stable sources of funds, and our challenge going forward will be to increase core deposits.

Our strategy for enhancing our franchise includes the expansion of our branch network by opening additional branches or possibly acquiring other financial institutions. We do not currently have any definitive agreements or understanding with respect to such expansion activities.

Critical Accounting Policies

Our accounting policies are integral to understanding the results reported and our significant policies are described in Note 1 to our consolidated financial statements beginning on page F-1 of this document. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the consolidated statements of financial condition and revenues and expenses for the periods then ended. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, the valuation allowance for deferred tax assets and other-than-temporary impairment of securities.

Allowance for Loan Losses. The allowance for loan losses is maintained by management at a level which represents their evaluation of known and inherent losses in the loan portfolio at the consolidated balance sheet date that are both probable and reasonable to estimate. Management’s periodic evaluation of the adequacy of the allowance is based on the Bank’s past loan loss experience, known and inherent losses in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions, and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change, including the amounts and timing of future cash flows expected to be received on impaired loans.

The allowance consists of specific and general components. The specific component relates to loans that are classified as either doubtful, substandard, or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers nonclassified loans and is based on historical loss experience adjusted for qualitative factors.

Although specific and general loan loss allowances are established in accordance with management’s best estimate, actual losses are dependent upon future events and, as such, further provisions for loan losses may be necessary. For example, our evaluation of the allowance includes consideration of current economic conditions, and a change in economic conditions could reduce the ability of our borrowers to make timely repayments of their loans. This could result in increased delinquencies and increased non-performing loans, and thus a need to make increased provisions to the allowance for loan losses, which would be a charge to income during the period the provision is made, resulting in a reduction to our earnings. A change in economic conditions could also adversely affect the value of the properties collateralizing our real estate loans, resulting in increased charge-offs against the allowance and reduced recoveries of loans previously charged-off, and thus a need to make increased provisions to the allowance for loan losses. Furthermore, a change in the composition of our loan portfolio or growth of our loan portfolio could result in the need for additional provisions.

Income Taxes. The Company accounts for income taxes under the asset/liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when, in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred tax assets could change in the near term.

Other-than-Temporary Investment Security Impairment. Securities are evaluated periodically to determine whether a decline in their value is other-than-temporary. Management utilizes criteria such as the magnitude and duration of the decline, in addition to the reasons underlying the decline, to determine whether the loss in value is other-than-temporary. The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospect for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. Once a decline in value is determined to be other-than-temporary, the value of the security is reduced and a corresponding charge to earnings is recognized. During 2008, we have recognized a pre-tax charge of $483,500 related to the other-than-temporary impairment of our investment in Freddie Mac preferred stock.

Changes in Financial Condition During the Nine Months Ended September 30, 2008 and the Year Ended December 31, 2007

Assets. During the nine months ended September 30, 2008, total assets increased by $11.9 million and totaled $434.5 million compared to $422.6 million at December 31, 2007. The increase was primarily due to increases in loans receivable, net which were partially offset by a decline in investment and mortgage-backed securities. Asset growth was funded with increased short-term borrowings and other borrowed funds. During the year ended December 31, 2007, total assets increased $70.7 million, or 20.0%, from $422.6 million and were the result of increases in mortgage-backed securities.

Loans. During the nine months ended September 30, 2008, loans receivable rose by $55.5 to $317.1 million. The increase in loans was driven by an $18.7 million increase in recreational vehicle (“RV”) loans, a $17.6 million increase in commercial and commercial real estate loans, a $14.0 million increase in one- to four-family loans, and a $7.7 million increase in aircraft loans. During the nine months ended September 30, 2008, we emphasized these lending products as a means of enhancing portfolio yield. We have experienced rapid growth in RV and aircraft lending and based on our current levels have now discontinued the origination of any new RV or aircraft loans. Auto loans decreased during the quarter as we continued to reduce our indirect auto lending; this portfolio amounted to $7.9 million at September 30, 2008 compared to $12.6 million at December 31, 2007.

During the year ended December 31, 2007, loans receivable had increased by $49.3 million, or 23.2%. One-to four-family residential mortgages were $136.8 million at December 31, 2007 compared to $102.8 million at December 31, 2006, a 33.0% increase. Home equity loans and lines of credit were $60.6 million at December 31, 2007 compared to $60.9 million at December 31, 2006, a 0.5% decrease. Commercial real estate loans were $21.5 million at December 31, 2007 compared to $14.5 million at December 31, 2006, a 48.3% increase. Commercial loans were $6.1 million at December 31, 2007 compared to $4.6 million at December 31, 2006, a 32.6% increase. Loan growth in residential mortgages and home equity loans and lines of credit resulted from growth in our market area and our increased marketing efforts. The increases in those loan categories offset a decrease in auto loans, which have decreased over the last several years following our decision to significantly reduce indirect auto lending because of the below market rate we were earning on that portfolio. In April and May 2007, two commercial lenders were hired as part of our plan to diversify our loan portfolio and improve our interest rate spread and margins. We expect that the commercial real estate and commercial loan portfolios will increase, representing a larger proportion of our total loan portfolio.

Securities. During the nine months ended September 30, 2008, investment and mortgage-backed securities decreased $40.3 million to $92.9 million. The average balance of investment securities during the nine months ended September 30, 2008, was $34.0 million, while the average balance of mortgage-backed securities during the nine months ended September 30, 2007 was $78.6 million. The decrease in securities was primarily due to maturities, calls, and principal repayments. Proceeds were utilized to meet the growing loan demand.

During the year ended December 31, 2007, securities had increased $21.2 million, or 18.9% to $133.2 million from $112.0 million at December 31, 2006. This increase was funded with existing cash and cash equivalents as well as new deposits and borrowings secured in order to purchase U.S. government agency securities and mortgage-backed securities.

Cash and Cash Equivalents. Cash and cash equivalents continued to decline during the nine months ended September 30, 2008 totaling $5.4 million as of September 30, 2008. During the year ended December 31, 2007, cash and cash equivalents had decreased to $8.2 million at December 31, 2007 from

$10.6 million at December 31, 2006. The decrease was the result of a cash management effort designed to minimize cash and maximize higher earning assets.

Bank-Owned Life Insurance. We have purchased insurance on the lives of a group of our key employees. The policies were purchased to help offset the increase in the costs of various retirement benefits. The cash surrender value of these policies is included as an asset on our consolidated balance sheet. Any increase in the cash surrender value is recorded as non-interest income. In the event of the death of an insured individual under these policies, we would receive a death benefit, which would be recorded as non-interest income. As of September 30, 2008, bank-owned life insurance amounted to $7.7 million. During the year ended December 31, 2007, bank-owned life insurance had increased from $7.5 million at December 31, 2006 to $7.8 million at December 31, 2007, reflecting an increase in the cash surrender value of the policies. In 2008, we recognized death benefit proceeds in the amount of $554,000 due to the death of an insured individual.

Deposits. During the nine months ended September 30, 2008, deposits decreased by $6.6 million to $366.6 million. Money market deposits increased to $47.1 million at September 30, 2008 from $44.6 million at December 31, 2007. Certificates of deposit decreased to $211.7 million at September 30, 2008 from $216.6 million at December 31, 2007 and accounted for approximately 57.8% of total deposits at September 30, 2008 as compared to 58.1% at December 31, 2007. Jumbo certificates of deposit (those with a minimum balance of $100,000) comprised 32.5% of all certificates of deposit at September 30, 2008 as compared to 34.8% at December 31, 2007. Interest-bearing savings accounts decreased from $71.0 million at December 31, 2007 to $68.7 million at September 30, 2008 while checking accounts decreased from $41.0 million at December 31, 2007 to $39.2 million at September 30, 2008.

During the year ended December 31, 2007, deposits had increased by $57.2 million, or 18.1%. Certificates of deposit increased by $54.5 million or 33.6% to $216.6 million at December 31, 2007 and accounted for approximately 58.0% of our total deposits at year-end. Jumbo certificates of deposit (those with a minimum balance of $100,000) increased $20.4 million or 37.1% and comprised 34.8% of all certificates of deposit as of December 31, 2007. Certificates of deposit as of December 31, 2007 that were scheduled to mature during 2008 amounted to $162.4 million. Deposits increased as a result of the offering of competitive rates and advertising and the use of the CDARS® Program. Certificate of deposits grew through participation in the CDARS® Program which allows depositors to have full FDIC insurance up to $50 million on a certificate of deposit in excess of traditional FDIC limits through participating financial institutions in the CDARS® network. Our CDARS® balance increased from $29.0 million December 31, 2007 to $40.3 million September 30, 2008. The increased deposits were used to fund loan growth and the purchase of securities during the year.

Borrowings. We increased our borrowings during the nine months ended September 30, 2008 $35.5 million. The average balance of borrowings during the period was $24.5 million. We used borrowed funds to fund loan growth during the period as part of a strategy to increase our interest-earning assets. Funds borrowed from the Federal Home Loan Bank totaled $18.8 million at December 31, 2007, compared to $4.4 million in borrowings outstanding at December 31, 2006. The increase in borrowed funds, combined with the increase in deposits, was used to fund growth of the loan portfolio and the purchase of investment and mortgage-backed securities.

Equity. At September 30, 2008, total equity was $29.5 million. As of September 30, 2008, the Bank exceeded all applicable regulatory capital requirements and was well-capitalized. Total equity was $28.1 million at December 31, 2007 and $28.9 million at December 31, 2006.

Comparison of Operating Results for the Nine Months Ended September 30, 2008 and September 30, 2007

General. For the nine months ended September 30, 2008, we had net income of $1.7 million compared to a loss of $400,000 during the nine months ended September 30, 2007. The increase reflects a $3.1 million increase in net interest income as well as an increase in non-interest income and a decline in non-interest expense. These factors offset increases in the provision for loan losses and income tax expense.

Net Interest Income. Net interest income increased by $3.1 million, or 60.6%, to $8.2 million for the nine months ended September 30, 2008 from $5.1 million for the same nine months in 2007. There was an 83 basis point or 44.1% increase in our interest rate spread to 2.53% for the nine months ended September 30, 2008 from 1.70% for the nine months ended September 30, 2007.

Interest Income. Interest income increased $2.9 million, or 19.4%, to $18.0 million for the nine months ended September 30, 2008 from $15.1 million for the nine months September 30, 2007. The increase resulted from a $43.1 million, or 11.9% increase in average interest-earning assets and an 39 basis point, or 7.0%, increase in the yield on interest earning assets to 5.94% for the nine months ended September 30, 2008, from 5.55% for the nine months ended September 30, 2007. The average balance of loans increased $72.5 million, or 33.2%, between the two periods, while the average balance of investment securities decreased by $33.9 million, or 50.0%, and the average balance of mortgage-backed securities increased by $3.7 million, or 4.9%. The average balance of other interest-earning assets increased by $810,000. The average yield on loans improved to 6.0% for the nine months ended September 30, 2008, from 5.85% for the nine months ended September 30, 2007. The average yield on investment securities increased to 6.89% from 5.45% and the average yield on mortgage backed securities increased to 5.48% from 4.86% for the nine months ended September 30, 2008 and 2007, respectively.

Interest Expense. Interest expense decreased $161,000, or 1.6%, to $9.8 million for the nine months ended September 30, 2008 from $10.0 million for the nine months ended September 30, 2007. The decrease resulted from a 44 basis point decrease in the overall cost of interest-bearing liabilities to 3.41% for the nine months ended September 30, 2008 from 3.85% for the nine months ended September 30, 2007 which was partially offset by a $37.6 million, or 10.9%, increase in average interest-bearing liabilities.. The average balance of money market accounts decreased by 6.6% and the average balance of savings accounts decreased by 5.8%, while the average balance of certificates of deposits increased by 23.1%. The average balance of borrowed funds was $24.5 million during the nine months ended September 30, 2008 as compared to $16.6 million during the nine months ended September 30, 2007. The average cost of borrowed funds decreased to 3.06% for 2008 from 5.43% for 2007. The average cost of interest-bearing demand deposits, money market deposits, savings accounts and certificates of deposit decreased by 69 basis points, 101 basis points, 57 basis points and 27 basis points, respectively.

Provision for Loan Losses. The allowance for loan losses is a valuation account that reflects our estimation of the losses known and inherent in our loan portfolio to the extent they are both probable and reasonable to estimate. The allowance is established through provisions for loan losses that are charged to income in the period they are established. We charge losses on loans against the allowance for loan losses when we believe the collection of loan principal is unlikely. Recoveries on loans previously charged off are added back to the allowance. We may also make recoveries of prior provisions charged against income when management deems it appropriate to reduce the size of the allowance to reflect the current estimate of future losses.

In the nine months ended September 30, 2008, we recorded a provision for loan losses of $566,000 compared to $66,000 in the nine months ended September 30, 2007. As of September 30, 2008,

the allowance represented 0.67% of total loans as compared to 0.73% at September 30, 2007. The provision in 2008 reflects loan portfolio growth. Net chargeoffs for the nine months ended September 30, 2008 were $352,000 compared to a net recovery of $159,000 in 2007. The allowance currently reflects management’s best estimate of the known and inherent losses in the portfolio that are both probable and reasonable to estimate.

Non-interest Income. Non-interest income for the nine months ended September 30, 2008 was $1.1 million as compared to $710,000 for the nine months ended September 30, 2007. Non-interest income consists of service charges and other fees, investment securities gains and losses, earnings on bank-owned life insurance, proceeds from life insurance, gains and losses on premises and equipment, gains and loses on other real estate owned, and other miscellaneous non-interest income items. In the nine month period ended September 30, 2008, we incurred a one time other-than temporary-impairment pre-tax charge of $484,000 related to Freddie Mac preferred stock the Bank owns. During 2008, we recognized proceeds from life insurance of $554,000 due to the death benefit of an insured individual. We also recognized a gain on other real estate owned of $383,000. Included in other income in 2007 were contract extension fees of $75,000 for sale of real estate owned.

Non-interest Expense. Non-interest expense was $6.4 million for the nine months ended September 30, 2008 as compared to $6.6 million for the same 2007 period. The largest component of non-interest expense is compensation and employee benefits, which at $3.7 million for the nine months ended September 30, 2008, represented 57.3% of total non-interest expense for the year. Other significant components of non-interest expense are occupancy and equipment expense, data processing, federal deposit insurance premiums, professional fees, and other miscellaneous expenses. Other miscellaneous non-interest expenses include costs such as advertising, printing and office supplies, insurance premiums, postage and various loan expenses.

Compensation and benefits expense decreased approximately 5.8% for the nine months ended September 30, 2008 as compared to the 2007 period. Compensation and benefits expense for the nine months ended September 30, 2007 was higher due to an overlap in personnel in anticipation of the retirement of the former chief financial officer. Compensation and benefits expense will increase following the completion of the stock offering as the result of increased compensation expenses associated with the purchase of shares of common stock by our employee stock ownership plan, and the adoption of one or more stock-based incentive plans or other compensation plans. The financial reporting expense for the equity based compensation plans are not determinable with certainty at this time, however, like any expense, it will reduce our net income and adversely affect our profitability. See Future Stock Benefit Plans at page __.

Our next largest component of non-interest expense is occupancy and equipment expense, which totaled $946,000 for the nine months, ended September 30, 2008, down 8.4% from $1.0 million for the nine months ended September 30, 2007. Occupancy expense for the nine months ended September 30, 2008 was less due to a mild winter resulting in $28,000 decreased snow/ice removal expenses, $13,000 reduced operating expenses from the branch closure in March, and $15,000 added generator expenses. Data processing expense for the nine months ended September 30, 2008 increased to $524,000 from $501,000 for the nine months ended September 30, 2007 due to our investment in software related to wire transfers and relationship profitability. Federal insurance premiums increased for the nine months ended September 30, 2008 by $52,000 as compared to the nine months ended September 30, 2007 due to an increased assessment related to our deposit size. The Bank anticipates a significant increase in the cost of federal deposit insurance from current levels of five to seven basis points. The FDIC has recently adopted a proposal to increase the assessment rate for the most highly rated institutions to between 12 and 14 basis points for the first quarter of 2009 and has proposed to increase premiums to between 10 and 14 basis points thereafter. Assessment rates could be further increased if an institution’s FHLB advances exceed

15% of deposits. The FDIC has also established a program under which it fully guarantees all non-interest bearing transaction accounts and senior unsecured debt of a bank or its holding company. GCF Bank did not opt out of the program by December 5, 2008 and will be assessed ten basis points for non-interest bearing transaction account balances in excess of $250,000. We do not anticipate that we will issue any premium secured debt. Professional fees have increased $69,000 the nine months ended September 30, 2008 as compared to the nine months ended September 30, 2007 due to outside loan origination services and a loan portfolio review. We expect professional fees and other non-interest expenses to increase following the offering as a result of the increased costs associated with managing a public company. Included in other non-interest expense is a decrease in advertising expense for the nine months ended September 30, 2008 of $62,000 as compared to the nine months ended September 30, 2007 due to a reduction of internet advertising.

Income Taxes. Income tax expense for the nine months ended September 30, 2008 was $638,000 as compared to a tax benefit of $411,000 for the nine months ended September 30, 2007. The tax benefit for 2007 was due to the fair value write-down and disposal of related assets for the Erial branch in the amount of $235,000 as well as the costs incurred for the delay of the initial public offering from August 2007 in the amount of $504,000.

Comparison of Operating Results for 2007 and 2006

General. Net income for 2007 decreased by $1.2 million, or 308.5%, to $(791,000) for 2007 compared to $379,000 for 2006. Net income was significantly lower for 2007 versus 2006 primarily due to certain non-recurring expenses including a $504,000 write-off of deferred offering costs after the Bank’s mid-tier stock holding company cancelled its planned minority offering and $235,000 in expenses incurred in connection with the closing of the Erial branch. Net income was also adversely affected by the hiring of additional lending and financial personnel in anticipation of the minority stock offering which was subsequently terminated. The loss for 2007 also reflects an increase in the provision for loan losses and an increase in non-interest expenses.

Net Interest Income. Net interest income increased to $7.0 million for 2007 from $6.9 million for 2006. The increase was primarily attributable to an increase in the volume of earning assets which offset a decrease in our interest rate spread to 1.76% for 2007 from 2.04% for 2006. The decrease in the net interest spread was due to average yields on interest-earning assets increasing at a slower pace than the cost of interest-bearing liabilities. Although the Federal Reserve Board stopped increasing its target for the federal funds rate during 2007, longer-term rates remained relatively stable.

The tables on pages _____ set forth the components of our net interest income, yields on interest-earning assets and costs of interest-bearing liabilities, and the effect on net interest income attributable to changes in volumes and rates.

Interest Income. Interest income increased $4.5 million, or 27.7%, to $20.8 million for 2007 from $16.3 million for 2006. The increase resulted from a $59.1 million increase in average interest-earning assets which had the effect of increasing interest income by $3.1 million. In addition, there was a 41 basis point increase in the overall yield on interest earning assets to 5.66% for 2007 from 5.25% for 2006, which increased interest income by $1.4 million. The average balance of loans outstanding increased $24.3 million from 2006 to 2007, along with an increase in the average balance of investment securities of $14.4 million and a decrease in mortgage-backed securities of $21.9 million. Average other interest earning assets decreased by $1.5 million. The average yield on loans increased to 5.86% for 2007 from 5.74% for 2006. The average yields on investment securities increased to 5.82% from 4.41% and the average yield on mortgage-backed securities increased to 5.03% from 4.34% for 2007 and 2006, respectively.

Interest Expense. Interest expense increased $4.4 million, or 46.8%, to $13.8 million for 2007 from $9.4 million for 2006. The increase resulted from a $60.9 million increase in average interest-bearing liabilities, which increased interest expense by $2.3 million, and a 69 basis point increase in the overall cost of interest-bearing liabilities to 3.90% for 2007 from 3.21% for 2006, which increased interest expense by $2.1 million. The average balance of interest-bearing demand accounts decreased by $4.4 million, while savings accounts increased by $17.7 million, money market accounts increased by $11.9 million and certificates of deposit increased by $32.6 million from 2006 to 2007, as depositors moved funds into higher-yielding accounts in the higher interest rate environment. The cost of certificates of deposit increased to 4.70% for 2007 from 4.17% for 2006 and the average rate paid on money market accounts stayed even at 3.83%. The average balance of borrowed funds increased $3.1 million from 2006 to 2007. The cost of borrowed funds increased slightly to 5.37% from 5.36%.

Provision for Loan Losses. During the year ended December 31, 2007, we recorded a provision for loan losses of $128,000 compared to a net recovery of $348,000 in the year ended December 31, 2006. The provision for loan losses in 2007 reflected growth in the loan portfolio and our entry into the recreational vehicle and aircraft lending sector for which a higher level of allowance was considered appropriate. The primary reason that we determined it appropriate to take a recovery of $348,000 in 2006 was a decrease in classified loans. As of December 31, 2006, our classified loans amounted to $6.2 million as compared to $8.5 million at December 31, 2005. The amount recovered from the allowance each year is reflected in the net income for that year.

Noninterest Income. Noninterest income decreased by $176,000, or 20.5%, to $680,000 for 2007 from $856,000 for 2006. The principal reason for this decrease was a $235,000 loss on premises and equipment, net recognized in connection with the closing of the underperforming Erial branch. Absent this charge, non-interest income would have increased by approximately $60,000 due to increases in net gains on investment securities, earnings on bank-owned life insurance and other miscellaneous income. Investment securities gains increased to $68,000 for 2007 compared a loss of $30,000 in 2006. Earnings on bank-owned life insurance increased $35,000.

Income on bank-owned life insurance increased in each of the last two years and represented approximately 30% and 43% of total noninterest income in 2006 and 2007, respectively. Our investment in bank-owned life insurance totaled $7.7 million at December 31, 2007 versus $7.5 million a year earlier.

Noninterest Expense. Noninterest expense was $9.0 million in 2007 compared $7.6 million in 2006. The increase in noninterest expense was attributable to $504,000 in expenses incurred in connection with the termination of the proposed minority stock offering of Gateway Community Financial Corp. and increases in most other noninterest expense categories. The largest component of noninterest expense is compensation and employee benefits, which at $5.0 million for 2007 represented 55% of total noninterest expense for the year. Other significant components of noninterest expense are occupancy and equipment expense, data processing, federal deposit insurance premiums and professional fees. Other miscellaneous noninterest expenses include costs such as advertising, printing and office supplies, insurance premiums, postage and various loan expenses.

Compensation and benefits expense increased $589,000, or 13.3% to $5.0 million in 2007 compared to $4.4 million in 2006 primarily as the result of our hiring additional personnel in our lending department and a new senior management officer to train as the replacement for our chief financial officer upon his retirement. Compensation and benefits expense will increase following the completion of the stock offering as the result of increased compensation expenses associated with the purchase of shares of common stock by our employee stock ownership plan, and the adoption of one or more stock-based incentive plans or other compensation plans in lieu of equity based compensation plans. The financial

reporting expense for the equity based compensation plans is not determinable with certainty at this time, however, like any expense, it will reduce our net income and adversely affect our profitability. See Future Stock Benefit Plans at page __.

Next to compensation and employee benefits expense, the largest component of noninterest expense is occupancy and equipment expense, which totaled $1.4 million for 2007, up $113,000, or 9.0% from $1.2 million for 2006. We incurred additional occupancy and equipment expense during 2007 as the result of increased snow removal costs and landscaping. Data processing expense increased, from $608,000 for 2006 to $653,000 for 2007, due to added services for data warehousing, compliance software and normal increases. Professional fees increased $31,000, or 13.0% and other noninterest expenses increased $136,000, or 12.6%. We expect professional fees and other noninterest expenses to increase following the offering as a result of the increased costs associated with managing a public company. Federal insurance premiums increased slightly to $38,000 in 2007 from $35,000 in 2006, reflecting deposit growth.

Income Taxes. We had an income tax benefit of $698,000 for the year ended December 31, 2007 compared to an income tax expense of $90,000 for 2006. The change in tax expenses was primarily the result of changes in pre-tax income.

Average Balance Sheet. The following table sets forth certain information relating to our interest-earning assts and interest-bearing liabilities as of September 30, 2008 and for the nine-month periods ended September 30, 2008 and 2007. The average yields and costs are derived by dividing income or expense by the average daily balance of assets or liabilities, respectively. Yields are presented on a tax equivalent basis assuming a tax-rate of 34%.

	At September 30,					For the Nine Months Ended September 30,
	2008					2008							2007
				Average		Average					Average		Average					Average
	Balance			Yield/Cost		Balance			Interest		Yield/Cost		Balance			Interest		Yield/Cost
Interest-earning assets:	(Dollars in thousands)
Loans receivable⁽¹⁾	$	314,984		6.10	%	$	290,669		$	13,080	6.00	%	$	218,141		$	9,565	5.85	%
Mortgage-backed securities		73,858		5.45	%		78,607			3,228	5.48	%		74,953			2,730	4.86	%
Investment securities		19,021		5.26	%		33,963			1,703	6.89	%		67,851			2,771	5.45	%
Other interest-earning assets		1,969		6.50	%		2,310			11	0.63	%		1,500			24	2.13	%
Total interest-earning assets		409,832		5.95	%		405,549			18,022	5.94	%		362,445			15,090	5.55	%
Noninterest-earning assets		26,809					25,114							28,983
Allowance for loan losses		(2,110	)				(1,771	)						(1,888	)
Total assets	$	434,531				$	428,892						$	389,540
Interest-bearing liabilities:
Interest bearing demand	$	28,210		0.53	%	$	28,510			143	0.67	%	$	32,346			331	1.36	%
Money market deposits		47,110		2.71	%		44,431			935	2.81	%		47,566			1,393	3.90	%
Savings accounts		68,658		1.88	%		68,763			1,053	2.04	%		72,950			1,434	2.62	%
Certificates of deposit		211,665		3.89	%		217,571			7,132	4.37	%		176,744			6,152	4.64	%
Borrowings		35,493		2.17	%		24,544			563	3.06	%		16,644			678	5.43	%
Total interest-bearing liabilities		391,136		3.39	%		383,819			9,826	3.41	%		346,250			9,988	3.85	%
Noninterest-bearing liabilities		13,928					16,247							14,714
Total liabilities		405,074					400,066							360,964
Retained earnings		29,457					28,826							28,576
Total liabilities and retained earnings	$	434,531				$	428,892						$	389,540
Net interest income									$	8,196						$	5,102
Interest rate spread⁽²⁾				2.56	%						2.53	%						1.71	%
Net yield on interest-earning assets⁽³⁾				2.71	%						2.71	%						1.88	%
Ratio of average interest-earning assets to average interest-bearing liabilities				104.78	%						105.66	%						104.68	%

_________________

⁽¹⁾	Non-accruing loans have been included in loans receivable, and the effect of such inclusion was not material.

⁽²⁾	Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

⁽³⁾	Net yield on interest-earning assets represents net interest income as a percentage of average interest-earning assets.

Average Balance Sheet. The following table sets forth certain information relating to our interest-earning ass

GCF BANCORP INC S-1