SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

 -----------------------------------------------------------------------------

                                   FORM 10-QSB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended March 31, 1998

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                         Commission File Number 0-22790

                         STATEFED FINANCIAL CORPORATION
        (Exact name of small business issuer as specified in its charter)

            Delaware                                       42-1410788
   (State of other jurisdiction                  (I.R.S. Employer Identification
of incorporation or organization)                          or Number)


                    519 Sixth Avenue, Des Moines, Iowa 50309
                    (Address of principal executive offices)

                                 (515) 282-0236
                           (Issuer's telephone number)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     State the number of Shares outstanding of each of the issuer's classes of
common equity, as the latest date:

     As of May 8, 1998, there were 1,562,892 shares of the Registrant's common
stock issued and outstanding.







                         STATEFED FINANCIAL CORPORATION

                                   Form 10-QSB

                                      Index

Financial Information                                                   Page No.

         Item 1.    Consolidated Financial Statements:

                    Consolidated Statements of Financial Condition
                    as of March 31, 1998 and June 30, 1997                     3

                    Consolidated Statements of Operations for
                    the Three Month Periods Ending March 31, 1998
                    and March 31, 1997 and for the Nine Month Periods
                    ending March 31, 1998 and March 31, 1997                   4

                    Consolidated Statement of Stockholders'
                    Equity for the Nine Months ended March 31, 1998            5

                    Consolidated Statements of Cash Flows
                    for the Nine Months ended March 31, 1998 and
                    March 31, 1997                                             6

                    Notes to Consolidated Financial Statements                 7

         Items 2.   Management's Discussion and Analysis of
                    Financial Condition and Results of Operations              9

PART II.            Other Information                                         14

                    Signatures                                                15




                                        2


                         STATEFED FINANCIAL CORPORATION
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                        March 31, 1998 and June 30, 1997

PART I. Financial Information
Item 1. Financial Statements

                            ASSETS                 (Unaudited)
                                                  March 31, 1998   June 30, 1997
Cash and amounts due from depository institutions  $  9,253,887    $  3,634,086
Investments in certificates of deposit                1,481,421       4,435,425
Investment securities                                 3,176,832       3,477,168
Loans receivable, net                                69,535,001      68,177,746
Real estate acquired for development                    225,935         435,484
Real estate held for investment, net                  2,263,352       1,933,532
Property acquired in settlement of loans                197,397         333,939
Office property and equipment, net                    1,605,842       1,418,982
Federal Home Loan Bank stock, at cost                   950,000         950,000
Accrued interest receivable                             544,990         567,478
Prepaid expenses and other assets                       338,500         314,754
                                                   ------------    ------------

        TOTAL ASSETS                               $ 89,573,157    $ 85,678,594
                                                   ============    ============


       LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
Deposits                                           $ 54,042,725    $ 50,345,972
Advances from Federal Home Loan Bank                 18,986,059      19,000,000
Advances from borrowers for taxes and insurance          24,927         490,053
Accrued interest payable                                 69,577         128,881
Dividends payable                                        78,145          78,372
Income taxes:current and deferred                       255,054         200,327
Other liabilities                                       281,809         201,982
                                                   ------------    ------------

        TOTAL LIABILITIES                          $ 73,738,296    $ 70,445,587
                                                   ------------    ------------

Stockholders' equity:
Common stock                                       $      8,905    $      8,905
Additional paid-in capital                            8,457,806       8,398,857
Unearned compensation - restricted stock awards        (359,086)       (423,576)
Unrealized gain on investments                          110,069          57,462
Treasury stock                                       (1,666,618)     (1,560,859)
Retained earnings - substantially restricted          9,283,785       8,752,218
                                                   ------------    ------------

   TOTAL STOCKHOLDERS' EQUITY                      $ 15,834,861    $ 15,233,007
                                                   ------------    ------------

   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $ 89,573,157    $ 85,678,594
                                                   ============    ============



                                       3


                         STATEFED FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
           For the Three Month Periods Ending March 31, 1998 and 1997
          and For the Nine Month Periods Ending March 31, 1998 and 1997



                                       Three Months Ended         Nine Months Ended
                                            March 31                  March 31
                                          (Unaudited)               (Unaudited)
                                    -----------------------   -----------------------
                                       1998         1997         1998         1997
                                    ----------   ----------   ----------   ----------
                                                                      
Interest Income:
Loans                               $1,500,673   $1,468,590   $4,488,678   $4,312,208
Investments                            105,214      123,113      386,218      386,290
Other                                  109,110       41,322      245,985       81,597
                                    ----------   ----------   ----------   ----------
    Total interest income            1,714,997    1,633,025    5,120,881    4,780,095

Interest Expense:
Deposits                               725,490      651,425    2,144,605    1,883,285
Borrowings                             286,723      278,673      868,277      790,234
                                    ----------   ----------   ----------   ----------
    Total interest expense           1,012,213      930,098    3,012,882    2,673,519

Net interest Income                    702,784      702,927    2,107,999    2,106,576
Provision for loan losses                6,000        6,000       18,000       18,000
                                    ----------   ----------   ----------   ----------

Net interest income after
  provision for loan losses            696,784      696,927    2,089,999    2,088,576

Non-interest Income:
Real estate operations                 111,246       99,637      311,500      311,337
Gain on sale of real estate             29,137           58       30,974       11,129
Other                                   23,190       21,445       63,654       52,885
                                    ----------   ----------   ----------   ----------
    Total non-interest income          163,573      121,140      406,128      375,351

Non-interest expense:
Salaries and benefits                  231,626      204,897      695,969      616,581
Real estate operations                  61,466       63,625      193,012      183,725
Occupancy and equipment                 28,972       32,441       84,132       89,894
FDIC premiums and OTS assessments       22,692        7,600       42,568      364,176
Data processing                         27,943       21,188       71,003       61,997
Other                                   92,318       74,496      262,892      240,330
                                    ----------   ----------   ----------   ----------
    Total non-interest expense         465,017      404,247    1,349,576    1,556,703
                                    ----------   ----------   ----------   ----------

Income before income taxes             395,340      413,820    1,146,551      907,224

Income tax expense                     127,365      146,720      381,095      317,860
                                    ----------   ----------   ----------   ----------

Net income                          $  267,975   $  267,100   $  765,456   $  589,364
                                    ==========   ==========   ==========   ==========

Earnings per share                  $     0.18   $     0.18   $     0.52   $     0.40
Diluted earnings per share          $     0.17   $     0.17   $     0.50   $     0.38



                                       4


                         STATEFED FINANCIAL CORPORATION
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 For the Nine Month Period Ending March 31, 1998
                                  (Unaudited)

Balance - June 30, 1997                                            $ 15,233,007

Additional paid in capital                                               58,949

Net unrealized gain on investment securities                             52,606

Dividends  declared                                                    (233,889)

Repurchase of treasury stock                                           (184,375)

Stock options exercised (10446 shares)                                   78,616

ESOP common stock released for allocation                                54,855

Amortization of MRP contribution                                          9,636

Net income                                                              765,456
                                                                   ------------

Balance March 31, 1998                                             $ 15,834,861
                                                                   ============


                                       5


                         STATEFED FINANCIAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
       For the Nine Month Periods Ending March 31, 1998 and March 31, 1997
                                  (Unaudited)



Cash Flows From Operating Activities                        March 31 1998   March 31, 1997
- ------------------------------------                        -------------   --------------
                                                                               
Net Income                                                  $    765,456    $    589,364
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation                                                      59,032          86,823
Amortization of purchase loan discounts                           (7,738)         (4,048)
Amortization of MRP and ESOP                                     123,439          94,664
Deferred loan fees                                               (14,608)         37,360
Provision for losses on loans                                     11,623          13,378
Change in:
      Accrued interest receivable                                 22,488         (23,222)
      Prepaid expenses and other assets                          (23,746)          1,050
      Accrued interest payable                                   (59,304)        (60,886)
      Other Liabilities                                          134,554          18,829
                                                            ------------    ------------
   NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES          $  1,011,196    $    753,312

CASH FLOWS FROM INVESTING ACTIVITIES
Maturity of investments in certificates of deposit          $  2,954,004    $    200,000
Purchase of investment securities                               (697,058)       (349,699)
Proceeds from maturing investment securities                   1,050,000           4,202
Net increase in loans outstanding                             (1,346,532)     (4,959,461)
Investment in real estate held for development                   209,549        (648,836)
Investment in real estate acquired in settlement of loans        136,542            --
Purchase of real estate held for investment                     (353,246)         (5,150)
Purchase of office property and equipment                       (222,466)         (6,279)
                                                            ------------    ------------
  NET CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES    $  1,730,793    $ (5,765,223)

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits                                    $  3,696,753    $  4,929,937
Advances from the Federal Home Loan Bank                      11,000,000       4,000,000
Repayment of advances from the Federal Home Loan Bank        (11,013,941)           --
Net decrease in advances from borrowers                         (465,126)       (392,239)
Proceeds from stock options exercised                             78,616         105,454
Dividends paid                                                  (234,115)       (239,146)
Purchase of treasury stock                                      (184,375)       (503,625)
                                                            ------------    ------------
  NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES           $  2,877,812    $  7,900,381
                                                            ------------    ------------

CHANGE IN CASH AND CASH EQUIVALENTS                         $  5,619,801    $  2,888,470
                                                            ------------    ------------

CASH AND CASH EQUIVALENTS, beginning of period              $  3,634,086    $  2,564,267
                                                            ------------    ------------

CASH AND CASH EQUIVALENTS, end of period                    $  9,253,887    $  5,452,737
                                                            ============    ============



                                       6


                         STATEFED FINANCIAL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              For the Three Months Ending March 31, 1998 and March
             31, 1997 And for the Nine Months Ending March 31, 1998
                               and March 31, 1997
                                   (Unaudited)

1.   BASIS OF PRESENTATIONS

     The foregoing  consolidated  financial  statements are unaudited  (with the
exception of the  Consolidated  Statements  of Financial  Condition for June 30,
1997).  However, in the opinion of management,  all adjustments  necessary for a
fair presentation of the consolidated  financial  statements have been included.
Results  for any  interim  period  are not  necessarily  indicative  of  results
expected for the year. The interim consolidated financial statements include the
accounts of StateFed  Financial  Corporation  (the  "Company"),  its subsidiary,
State  Federal  Savings  and  Loan  Association  (the  "Association"  or  "State
Federal") and the Association's subsidiary, State Service Corporation.

2.   EARNINGS PER SHARE OF COMMON STOCK

     The Company has adopted Statement of Financial Accounting Standard No. 123,
"Earnings  Per Share" for periods  ending  after  December  15,  1997.  This new
Statement  simplifies  the standards for computing  earnings per share (EPS) and
makes  them  comparable  to  international   EPS  standards.   It  replaces  the
presentation  of primary EPS with a presentation  of basic EPS. It also requires
dual  presentation of basic and diluted EPS on the face of the income  statement
and requires a reconciliation  of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS computation. The
Statement also requires restatement of all prior-period EPS data presented.

     The following  data shows the amounts used in computing  earnings per share
and the effect on income and the weighted  average  number of shares of dilutive
potential  common stock.  The number of shares used in the  calculations for the
periods reflect the 1-for-1 stock split on October 31, 1997.



                                                       Three Months Ended                 Nine Months Ended
                                                            March 31                           March 31
                                                   -------------------------          -------------------------
                                                     1997            1996               1997            1996
                                                   ---------       ---------          ---------       ---------
                                                                                                
Net  income  -  available   to
common   stockholders  in  the
computation  of basic earnings
per share and diluted earnings
per share                                          $ 267,975       $ 267,100          $ 765,456       $ 589,364

Weighted   average  number  of
common  shares  used in  basic
earnings per share                                 1,488,133       1,490,268          1,485,538       1,491,029

Effect   of   dilutive   stock
options                                               57,791          42,624             56,808          42,458
                                                   ---------       ---------          ---------       ---------

Weighted   average  number  of
common   shares  and  dilutive
potential common stock used in
diluted earnings per share                         1,545,924       1,532,892          1,542,346       1,533,487
                                                   =========       =========          =========       =========



                                       7


3.   REGULATORY CAPITAL REQUIREMENTS

     Pursuant to Federal  law,  savings  institutions  must meet three  separate
capital requirements. The Association's capital ratios and balances at March 31,
1998 are as follows:

                                             Amount            %
                                            ----------------------
Tangible Capital:                           (Dollars in thousands)
         Association's                      $ 9,185          10.91%
         Requirement                          1,262           1.50%
                                            -------         ------
         Excess                             $ 7,923           9.41%
Core Capital:
         Association's                      $ 9,185          10.91%
         Requirement                          2,526           3.00%
                                            -------          -----
         Excess                             $ 6,659           7.91%
Risk-Based Capital:
         Association's                      $ 9,418          19.20%
         Requirement                          3,923           8.00%
                                            -------          -----
         Excess                             $ 5,495          11.20%


4.   STOCK OPTION PLAN

     During the company's  annual meeting held in October 1994, the stockholders
ratified the Company's  1993 stock option plan.  Under the terms of stock option
plan,  options to purchase  shares of the  company's  stock at $5 per share were
granted.  Options for 85,692 were  granted  under the plan and there were 17,192
shares reserved for future grants.  During the three months ended March 31, 1998
options for 10,446 shares were exercised.

5.   STOCK REPURCHASE PLAN

     On  February  18,  1998,  the  Company's  Board  of  Directors   authorized
management to repurchase up to 77,980 shares of the Company's  common stock over
the next twelve  months.  During the three month  period  ending March 31, 1998,
5,000 shares were  repurchased.  A total of 5,000  shares have been  repurchased
since February 18, 1998, at a cost of $72,500.



                                       8


                                  PART I ITEM 2

                         STATEFED FINANCIAL CORPORATION

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

General

     The  accompanying   Consolidated   Financial  Statements  include  StateFed
Financial  Corporation  (the "Company") and its wholly owned  subsidiary,  State
Federal  Savings  and Loan  Association  (the  "Association").  All  significant
inter-company  transactions  and balances are eliminated in  consolidation.  The
Company's results of operations are primarily dependent on the Association's net
interest  margin,  which is the  difference  between  interest  income earned on
interest-earning   assets  and  interest   expense   paid  on   interest-bearing
liabilities.  The  Association's net income is also affected by the level of its
non-interest  expenses,  such as employee  compensation and benefits,  occupancy
expenses, and other expenses.

Financial Condition

     The Company's  total assets  increased  $3.9 million,  or 4.5%,  from $85.7
million at June 30, 1997 to $89.6  million at March 31, 1998.  This increase was
due  primarily  to  an  increase  in  cash  and  amounts  due  from   depository
institutions  of $5.6 million,  and an increase in net loans  receivable of $1.3
million,  partially  offset by a decrease  in  investments  in  certificates  of
deposit of $3.0 million.

     Net loans receivable increased $1.3 million, or 2.0%, from $68.2 million at
June 30,  1997 to $69.5  million at March 31,  1998.  The  increase  in the loan
portfolio  occurred as a result of an increase  in loan  originations  comprised
primarily of fixed-rate mortgage loans on residential  properties and adjustable
rate mortgage loans on commercial real estate.

     Total deposits  increased by $3.7 million,  or 7.3%,  from $50.3 million at
June 30, 1997 to $54.0 million at March 31, 1998. Certificate accounts increased
$3.1 million,  and NOW accounts increased  $369,000,  money market fund accounts
increased $477,000, while passbook accounts decreased $296,000. The increase was
the result of the company competitively pricing its products.

     Total  stockholders'  equity increased  $653,900 from $15.2 million at June
30, 1997 to $15.9  million at March 31, 1998.  The increase was due primarily to
the increase in net income of $765,500, accounting for employee stock awards and
options  of  $202,100,  and a  change  in net  unrealized  gains  on  investment
securities of $52,600,  offset by the result of the treasury stock repurchase of
$184,400 and dividends paid of $233,900.




                                       9


Comparison  of Operating  Results for the Three Month  Periods  Ending March 31,
1998 and March 31, 1997

     General.  Net income  increased $900 to $268,000 for the three months ended
March 31, 1998 from  $267,100 for the three  months  ended March 31,  1997.  The
increase  was  primarily  the result of an  increase in  non-interest  income of
$42,400 and a decrease in income tax expense of $19,400,  partially offset by an
increase in non-interest expense of $60,800.

     Net Interest Income.  Net interest income decreased $100, from $702,900 for
the three  months  ended March 31, 1997 to $702,800  for the three  months ended
March 31, 1998. This decrease was the result of an increase in interest  expense
of $82,100, offset by an increase in interest income of $82,000.

     Interest Income.  Interest income increased $82,000, from $1.63 million for
the three  months  ended  March 31, 1997 to $1.71  million for the three  months
ended  March 31,  1998  primarily  as a result of an  increase in the balance of
interest earning assets.

     Interest  Expense.  Interest expense increased $82,100 from $930,100 in the
three  months  ended March 31, 1997 to $1.0  million in the three  months  ended
March 31, 1998.  This increase  resulted  primarily  from an increase in deposit
accounts and slightly higher interest rates paid on these accounts.

     Provision for Loan Losses. The provision for loan losses remained unchanged
in the three  months  ended March 31, 1998 as compared to the three months ended
March 31, 1997.  The provision  during the three months ended March 31, 1998 was
based on  management's  analysis of the allowance  for loan losses.  The Company
will continue to monitor its allowance for loan losses and make future additions
to the allowance  through the  provision for loan losses as economic  conditions
dictate. Although the Company maintains its allowance for loan losses at a level
which it considers to be adequate to provide for potential losses,  there can be
no  assurance  that  future  losses  will not exceed  estimated  amounts or that
additional provisions for loan losses will not be required for future periods.

     Non-interest Income. Non-interest income increased $42,500 from $121,100 in
the three  months  ended March 31, 1997 to  $163,600 in the three  months  ended
March 31, 1998. This increase reflects  increased income from the Company's real
estate operations as well as an increase in gain on sale of real estate.

     Non-interest  Expense.  Non-interest expense increased from $404,200 in the
three  months  ended March 31, 1997 to $465,000 in the three  months ended March
31, 1998.  This increase of $60,800,  was primarily the result of an increase in
salaries  and  benefits  of  $26,700,  an  increase  in  FDIC  premiums  and OTS
assessments  of  $15,100,  and an  increase  in other  non-interest  expense  of
$17,800.


     Income Tax  Expense.  Income tax expense was  $127,400 for the three months
ended March 31, 1998  compared to $146,700  for the three months ended March 31,
1997, a decrease of $19,300, primarily due to the decrease in taxable income.


                                       10


Comparison of the Nine Month Periods Ending March 31, 1998 and March 31, 1997

     General.  Net income  increased  $176,100 from $589,400 for the nine months
ended March 31, 1997 to $765,500 for the nine months  ended March 31, 1998.  The
increase  was  primarily  the result of a decrease  in  non-interest  expense of
$207,100  related to the one-time  SAIF  insurance  premium  assessment,  and an
increase in non interest income of $30,800,  partially  offset by an increase in
income tax expense of $63,200.

     Net Interest Income. Net interest income increased $1,400,  from $2,106,600
for the nine months ended March 31, 1997 to $2,108,000 for the nine months ended
March 31, 1998.  This  increase was  primarily  the result of an increase in the
balance of average interest  earning assets,  partially offset by an increase in
the balance of deposits.

     Interest Income. Interest income increased $340,800, from $4.78 million for
the nine  months  ended March 31,  1997 to $5.12  million the nine months  ended
March 31,  1998.  The  increase  is a result of an  increase  in the  balance of
interest earning assets.

     Interest Expense. Interest expense increased $339,400 from $2.67 million in
the nine months  ended March 31, 1997 to $3.01  million in the nine months ended
March 31, 1998. This resulted from an increase in deposits.

     Provision for Loan Losses. The provision for loan losses remained unchanged
in the nine months  ended  March 31,  1998 as compared to the nine months  ended
March 31, 1997.  The  provision  during the nine months ended March 31, 1998 was
based on  management's  analysis of the allowance  for loan losses.  The Company
will continue to monitor its allowance for loan losses and make future additions
to the allowance  through the  provision for loan losses as economic  conditions
dictate. Although the Company maintains its allowance for loan losses at a level
which it considers to be adequate to provide for potential losses,  there can be
no  assurance  that  future  losses  will not exceed  estimated  amounts or that
additional provisions for loan losses will not be required for future periods.

     Non-interest Income. Non-interest income increased $30,800 from $375,300 in
the nine months  ended March 31, 1997 to $406,100 in the nine months ended March
31, 1998.  The increase was  primarily the result of an increase in gain on sale
of real  estate of  $19,800  and an  increase  in other  non-interest  income of
$10,800.

     Non-interest Expense.  Non-interest expense decreased from $1.56 million in
the nine months  ended March 31, 1997 to $1.35  million in the nine months ended
March 31, 1998. This decrease of $207,100 was primarily the result of a decrease
in SAIF insurance premiums and OTS assessments of $321,600,  partially offset by
an increase of $79,400 in salaries and benefit  expense and an increase in other
non-interest expense of $22,600.



                                       11


     Income Tax Expense. Income tax expense increased from $317,900 for the nine
months  ended  March 31, 1997 to  $381,100  for the nine months  ended March 31,
1998, an increase of $63,200.  The increase was primarily due to the increase in
taxes on the additional net income.

     Liquidity and Capital Resources. The Company's primary sources of funds are
deposits,  principal and interest  payments on loans,  FHLB Des Moines advances,
and funds provided by operations.  While  scheduled loan repayments and maturity
of short-term  investments are a relatively predictable source of funds, deposit
flows are greatly influenced by general interest rates, economic conditions, and
competition.  Current Office of Thrift Supervision  regulations require the bank
to maintain cash and eligible  investments  in an amount equal to at least 5% of
customer  accounts  and  short-term  borrowings  to assure  its  ability to meet
demands for withdrawals and repayment of short-term borrowings.  As of March 31,
1998, the  Association's  liquidity ratio was 16.4%,  which exceeded the minimum
regulatory requirement on such date.

     The Company  uses its  capital  resources  principally  to meet its ongoing
commitments,  to fund maturing  certificates  of deposits and loan  commitments,
maintain its liquidity, and meet its foreseeable short- and long term needs. The
Company expects to be able to fund or refinance, on a timely basis, its material
commitments and long-term liabilities.

     Regulatory   standards  impose  the  following  capital   requirements:   a
risk-based  capital  standard  expressed as a percent of risk adjusted assets, a
leverage ratio of core capital to total adjusted assets,  and a tangible capital
ratio expressed as a percent of total adjusted assets. As of March 31, 1998, the
Association exceeded all fully phased-in regulatory capital requirements.

     At March 31, 1998, the Association's  tangible capital was $9.2 million, or
10.91%, of adjusted total assets,  which is in excess of the 1.5% requirement by
$7.9 million.  In addition,  at March 31, 1998, the Association had core capital
of $9.2  million,  or 10.91%,  of adjusted  total  assets,  which exceeds the 3%
requirement by $6.7 million.  The  Association  had  risk-based  capital of $9.4
million at March 31, 1998 or 19.20% of  risk-adjusted  assets which  exceeds the
8.0% risk-based capital requirements by $5.5 million.

Regulatory Developments

     As  of  March  31,   l998,   management   is  not  aware  of  any   current
recommendations by regulatory authorities which, if they were to be implemented,
would have or are  reasonable  likely to have a material  adverse  effect on the
Company's liquidity, capital resources of operations.

Forward-looking Statements

     When used in this Form 10-QSB the words or phrases  "will  likely  result",
"are expected to", "will continue", "is anticipated",  "estimate", "project", or
similar expressions are intended to identify "forward-looking statements" within
the  meaning of the  Private  Securities  Litigation  Reform  Act of 1995.  Such
statements are subject to certain risks and  uncertainties  including changes in
economic  conditions  in the  Company's  market  area,  changes in  policies  by
regulatory  agencies,  fluctuations in interest  rates,  demand for loans in the
Company's market area and



                                       12


competition,   that  could  cause  actual  results  to  differ  materially  from
historical  earnings and those presently  anticipated or projected.  The Company
wishes  to  caution   readers   not  to  place   undue   reliance  on  any  such
forward-looking  statements,  which speak only as to the date made.  The Company
wishes  to advise  readers  that the  factors  listed  above  could  affect  the
Company's financial performance and could cause the Company's actual results for
future periods to differ  materially  from any opinions or statements  expressed
with respect to future periods in any current statements.

     The Company does not undertake,  and specifically disclaims any obligation,
to  publicly  release  the  result  of any  revisions  which  may be made to any
forward-looking  statements to reflect events or circumstances after the date of
such  statements or to reflect the occurrence of  anticipated  or  unanticipated
events.

Other Matters

     As with all providers of financial services,  the Company's  operations are
heavily  dependent  on  information   technology   systems.  As  the  year  2000
approaches,  there is concern that many  computer  programs  will not be able to
read four-digit date codes and, upon the arrival of the year 2000, may recognize
the two-digit "00" as the year 1900,  causing  systems to fail to function or to
generate  erroneous data. The material  portion of the Company's data processing
is provided by a third party service  bureau.  The service bureau has advised us
that it expects to resolve this potential problem before the year 2000. However,
if this potential  problem is not resolved before the year 2000, we would likely
experience significant data processing delays, mistakes or failures. The delays,
mistakes,  or failures could have a significant  adverse impact on our financial
condition and our results of operations.

     As of the date of this Form  10-QSB,  the  company has not  identified  any
specific  expenses that are  reasonably  likely to be incurred by the Company in
connection with this issue and does not expect to incur  significant  expense to
implement the necessary corrective actions. No assurance can be given,  however,
that significant expense will not be incurred in future periods.

     In addition to possible  expense  related to its own  systems,  the company
could  incur  losses if loan  payments  are  delayed  due to year 2000  problems
affecting major borrowers or loan servicing organizations. Because the Company's
loan  portfolio is highly  diversified  with regard to individual  borrowers and
types of  businesses,  the Company does not expect any  significant or prolonged
difficulties that will affect net earnings or cash flow.










                                       13


                         STATEFED FINANCIAL CORPORATION
                           Part II - Other Information


Item 1-  Legal Proceedings
         Not applicable.

Item 2 - Changes in Securities 
         Not applicable.

Item 3 - Defaults upon Senior Securities
         Not applicable.

Item 4 - Submission of Matters to Vote of Security Holders 
         Not applicable.

Item 5 - Other Information
         None

Item 6 - Exhibits and Reports on Form 8-K

         (a) Exhibits

         Exhibit 27 - Financial data Schedule

         (b) The following is a description  of the Form 8-K's filed during the
         three months ended March 31, 1998:

               (1) On March  2,  1998 a  current  report  on Form 8-K was  filed
               announcing a stock repurchase program.

               (2) On May 12,  1998 a  current  report  on Form 8-K was filed to
               announcing third quarter earnings







                                       14




                                   SIGNATURES

         Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant  has duly  cause  this  report  to be  signed  on its  behalf  by the
undersigned thereunto duly authorized.

                                       STATEFED FINANCIAL CORPORATION
                                       Registrant


Date: May 13, 1998                     /s/
                                          --------------------------------------
                                          John F. Golden
                                          President and Chief Executive Officer


Date: May 13, 1998                     /s/  ANDRA K. BLACK
                                          --------------------------------------
                                          Andra K. Black
                                          Executive Vice President and
                                          Chief Financial Officer









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