Sec Form 5 Filing - OShaughnessy Robert @ BankFinancial CORP - 2008-12-31

FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person OShaughnessy Robert 2. Issuer Name and Ticker or Trading Symbol BankFinancial CORP [ BFIN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP and Chief Credit Officer (Last) (First) (Middle) 15W060 NORTH FRONTAGE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2008 (Street) BURR RIDGE, IL60527 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 111,403 D Common Stock 19,707.7859 I By 401K ( 1 ) Common Stock 3,125.7041 I By Employee Stock Ownership Plan ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options (Rights to Buy) $ 14.82 ( 3 ) 09/05/2011 Common Stock 80,000 80,000 D Stock Options (Rights to Buy) $ 14.82 ( 4 ) 09/05/2011 Common Stock 8,000 8,000 D Stock Options (Rights to Buy) $ 17.62 ( 5 ) 09/05/2011 Common Stock 85,000 85,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other OShaughnessy Robert 15W060 NORTH FRONTAGE ROAD BURR RIDGE, IL60527 EVP and Chief Credit Officer Signatures /s/ F. Morgan Gasior, pursuant to power of attorney 01/09/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The information in this report is based on the 401k report dated December 31, 2008. ( 2 )Reflects ESOP allocations that occurred since the date of the reporting person's last ownership report ( 3 )Stock Options granted pursuant to the February 2008 amendment to the 2007 management incentive compensation program whereby the executive elected to receive 2007 incentive compensation in the form of stock options ("the 2008 Elective Stock Options"). These stock options vested upon grant. ( 4 )Stock Option Awards granted pursuant to the February 2008 amendment to the 2007 management incentive compensation program whereby the executive elected to receive their 2007 incentive compensation in the form of stock options and received an additional stock option grant equal to 10% of the 2008 Elective Stock Options. These additional stock options will vest 50% on December 15, 2008 and June 15, 2009. ( 5 )Stock Options granted pursuant to the 2006 Equity Incentive Plan of BankFinancial Corporation vest ratably over five annual installments commencing December 15, 2006

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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