SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials

PennFed Financial Services, Inc.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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[_] Fee paid previously with preliminary materials:

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[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

1) Amount previously paid:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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September 24, 2001

Dear Fellow Stockholder:

On behalf of the Board of Directors and management of PennFed Financial
Services, Inc., we cordially invite you to attend the Annual Meeting of
Stockholders of the Company. The Meeting will be held at 10:00 a.m., local time,
on Wednesday, October 24, 2001, at the Fairfield Executive Inn, located at
216-234 Route 46 East, Fairfield, New Jersey.

An important aspect of the annual meeting process is the annual
stockholder vote on corporate business items. I urge you to exercise your rights
as a stockholder to vote and participate in this process. Stockholders are being
asked to consider and vote upon (i) the election of two directors of the Company
and (ii) the ratification of the appointment of the Company's auditors. In
addition, the Meeting will include management's report to you on the Company's
2001 financial and operating performance.

We encourage you to attend the Meeting in person. Whether or not you
plan to attend, however, please read the enclosed proxy statement and then
complete, sign and date the enclosed proxy and return it in the accompanying
postpaid return envelope as promptly as possible. This will save the Company
additional expense in soliciting proxies and will ensure that your shares are
represented at the Meeting.

Your Board of Directors and management are committed to the continued
success of PennFed Financial Services, Inc., and the enhancement of your
investment. As President, I want to express my appreciation for your confidence
and support.

Very truly yours,

/s/ Joseph L. LaMonica
----------------------
Joseph L. LaMonica
President and Chief
Executive Officer

PENNFED FINANCIAL SERVICES, INC.
622 Eagle Rock Avenue
West Orange, New Jersey 07052-2989
(973) 669-7366

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on October 24, 2001

Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of PennFed Financial Services, Inc. (the "Company") will be held at
the Fairfield Executive Inn, located at 216-234 Route 46 East, Fairfield, New
Jersey, at 10:00 a.m., local time, on Wednesday, October 24, 2001.

A Proxy Card and a Proxy Statement for the Meeting are enclosed.

The Meeting is for the purpose of considering and acting upon:

1. The election of two directors of the Company;

2. The ratification of the appointment of Deloitte & Touche
LLP as auditors for the Company for the fiscal year ending
June 30, 2002;

and such other matters as may properly come before the Meeting, or any
adjournments or postponements thereof. The Board of Directors is not aware of
any other business to come before the Meeting.

Any action may be taken on the foregoing proposals at the Meeting on
the date specified above, or on any date or dates to which the Meeting may be
adjourned or postponed. Stockholders of record at the close of business on
September 7, 2001 are the stockholders entitled to vote at the Meeting and any
adjournments or postponements thereof. A complete list of stockholders entitled
to vote at the Meeting will be available for stockholders at the offices of the
Company during the ten days prior to the Meeting, as well as at the Meeting.

You are requested to complete and sign the enclosed Proxy Card, which
is solicited on behalf of the Board of Directors, and to mail it promptly in the
enclosed envelope. The Proxy will not be used if you attend and vote at the
Meeting in person.

By Order of the Board of Directors

/s/ William C. Anderson
-----------------------
William C. Anderson
Chairman of the Board
West Orange, New Jersey
September 24, 2001

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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-
ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED WITHIN THE UNITED STATES.

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

PROXY STATEMENT

PENNFED FINANCIAL SERVICES, INC.
622 Eagle Rock Avenue
West Orange, New Jersey 07052-2989
(973) 669-7366

ANNUAL MEETING OF STOCKHOLDERS
October 24, 2001

This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of PennFed Financial Services, Inc. (the
"Company") of proxies to be used at the Annual Meeting of Stockholders of the
Company (the "Meeting") which will be held at the Fairfield Executive Inn,
located at 216-234 Route 46 East, Fairfield, New Jersey, on Wednesday, October
24, 2001, at 10:00 a.m., local time, and all adjournments or postponements of
the Meeting. The accompanying Notice of Annual Meeting and form of proxy and
this Proxy Statement are first being mailed to stockholders on or about
September 24, 2001. Certain of the information provided in this Proxy Statement
relates to Penn Federal Savings Bank ("Penn Federal" or the "Bank"), a wholly
owned subsidiary of the Company.

At the Meeting, stockholders of the Company are being asked to consider
and vote upon (i) the election of two directors of the Company and (ii) the
ratification of the appointment of Deloitte & Touche LLP as the Company's
auditors for the fiscal year ending June 30, 2002.

Vote Required and Proxy Information

All shares of the Company's common stock represented at the Meeting by
properly executed proxies received prior to or at the Meeting, and not revoked,
will be voted at the Meeting in accordance with the instructions thereon. If no
instructions are indicated, properly executed proxies will be voted for the
nominees named in this Proxy Statement and for the ratification of the
appointment of Deloitte & Touche LLP. The Company does not know of any matters,
other than as described in the Notice of Annual Meeting of Stockholders, that
are to come before the Meeting. If any other matters are properly presented at
the Meeting for action, the Board of Directors, as proxy for the stockholder,
will have the discretion to vote on such matters in accordance with its best
judgment.

Directors will be elected by a plurality of the votes cast. The
ratification of the appointment of Deloitte & Touche LLP as the Company's
auditors requires the affirmative vote of a majority of the votes cast on the
matter. In the election of directors, stockholders may either vote "FOR" both
nominees for election or withhold their votes from either nominee or both
nominees for election. Votes that are withheld and shares held by a broker, as
nominee, that are not voted (so-called "broker non-votes") in the election of
directors will not be included in determining the number of votes cast. For the
proposal to ratify the appointment of the independent auditors, stockholders may
vote "FOR," "AGAINST" or "ABSTAIN" with respect to this proposal. Proxies marked
to abstain will have the same effect as votes against the proposal, and broker
non-votes will have no effect on the proposal. The holders of at least one-third
of the outstanding shares of the common stock, present in person or represented
by proxy, will constitute a quorum for purposes of the Meeting. Proxies marked
to abstain and broker non-votes will be counted for purposes of determining a
quorum.

A proxy given pursuant to this solicitation may be revoked at any time
before it is voted. Proxies may be revoked by: (i) filing with the Secretary of
the Company at or before the Meeting a written notice of revocation bearing a
later date than the proxy, (ii) duly executing a subsequent proxy relating to
the same shares and delivering it to the Secretary of the Company at or before
the Meeting, or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute revocation of a
proxy). Any written notice revoking a proxy should be delivered to Patrick D.
McTernan, Secretary, PennFed Financial Services, Inc., 622 Eagle Rock Avenue,
West Orange, New Jersey 07052-2989.

Voting Securities and Certain Holders Thereof

Stockholders of record as of the close of business on September 7, 2001
will be entitled to one vote for each share then held. As of that date, the
Company had 7,661,428 shares of common stock issued and outstanding. The
following table sets forth, as of September 7, 2001, information regarding share
ownership of: (i) those persons or entities known by management to beneficially
own more than five percent of the common stock; (ii) each of the executive
officers of the Company and the Bank who do not beneficially own more than five
percent of the common stock but who are named in the "Summary Compensation
Table" below; and (iii) all directors and executive officers of the Company and
the Bank as a group. For information regarding the beneficial ownership of
common stock by directors of the Company, see "Proposal I. Election of
Directors--General."

Shares Percent
Beneficially of
Beneficial Owner Owned Class
---------------- ----- -----
PennFed Financial Services, Inc. 904,617(1) 11.81%
Employee Stock Ownership Plan
622 Eagle Rock Avenue
West Orange, New Jersey 07052-2989

Tontine Partners, L.P.
Tontine Financial Partners, L.P. 732,100(2) 9.56%
Tontine Management, L.L.C.
Tontine Overseas Associates, L.L.C.
Jeffrey L. Gendell
200 Park Avenue
Suite 3900
New York, New York 10166

The Trust Company of New Jersey 649,977(3) 8.48%
35 Journal Square
Jersey City, New Jersey 07036

John Hancock Mutual Life Insurance Company and 611,000(4) 7.98%
John Hancock Subsidiaries, Inc.
P.O. Box 111
Boston, Massachusetts 02117
and
The Berkeley Financial Group and
John Hancock Advisors, Inc.
101 Huntington Avenue
Boston, Massachusetts 02199

Dimensional Fund Advisors 558,500(5) 7.29%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401

William C. Anderson 428,061(6) 5.38%
Chairman of the Board of Directors

Joseph L. LaMonica 525,003(7) 6.54%
President and Chief
Executive Officer

Patrick D. McTernan 193,587(7) 2.49%
Senior Executive Vice President,
General Counsel and Secretary

Lucy T. Tinker 164,437(7) 2.12%
Senior Executive Vice President
and Chief Operating Officer(8)

Jeffrey J. Carfora 77,965(7) 1.01%
Executive Vice President and
Chief Financial Officer(8)

Shares Percent
Beneficially of
Beneficial Owner owned Class
----------------------------------------- ----- -----
Barbara A. Flannery 76,297(7) 0.99%
Executive Vice President and
Retail Banking Group Executive of the Bank

Directors and executive officers 1,843,371(9) 20.93%
of the Company and the Bank
as a group (10 persons)
footnotes follow
--------------
(1) The amount reported represents shares held by the PennFed Financial
Services, Inc. Employee Stock Ownership Plan (the "ESOP"), 544,339 of
which have been allocated to accounts of participants. First Bankers
Trust Company, Quincy, Illinois, the trustee of the ESOP, may be deemed
to beneficially own the shares held by the ESOP which have not been
allocated to the accounts of participants. Pursuant to the terms of the
ESOP, participants in the ESOP have the right to direct the voting of
shares allocated to participant accounts. Unallocated shares are voted
by the trustee in the same proportion that the allocated shares are
voted pursuant to participant instructions.

(2) As reported by Tontine Partners, L.P. ("TP"), Tontine Financial
Partners, L.P. ("TF"), Tontine Management, L.L.C. ("TM"), Tontine
Overseas Associates, L.L.C. ("TO") and Jeffrey L. Gendell in Amendment
No. 1 to a Schedule 13G filed with the Securities and Exchange
Commission (the "SEC") on February 14, 2001. TM is general partner of
TF and TP and Mr. Gendell serves as the managing member of TM and TO.
With respect to the 732,100 shares listed, TP reported shared voting
and dispositive powers over 130,500 shares, TF reported shared voting
and dispositive powers over 432,500 shares, TM reported shared voting
and dispositive powers over 563,000 shares, TO reported shared voting
and dispositive powers over 169,100 shares and Mr. Gendell reported
shared voting and dispositive powers over all 732,100 shares.

(3) As reported by The Trust Company of New Jersey ("Trust Co.") in
Amendment No. 1 to a Schedule 13G filed with the SEC on February 15,
2001. Trust Co. reported sole voting and dispositive powers over
648,977 shares and shared voting and dispositive powers over 1,000
shares.

(4) As reported by John Hancock Mutual Life Insurance Company ("JHMLIC"),
JHMLIC's wholly-owned subsidiary, John Hancock Subsidiaries, Inc.
("JHSI"), JHSI's wholly-owned subsidiary, The Berkeley Financial Group
("TBFG"), and TBFG's wholly-owned subsidiary, John Hancock Advisers,
Inc., ("JHA") in Amendment No. 4 to a Schedule 13G filed with the SEC
on January 20, 1999. JHMLIC, JHSI, and TBFG reported indirect
beneficial ownership of these shares. JHA reported sole voting and
dispositive powers as to all of such shares.

(5) As reported by Dimensional Fund Advisors ("Dimensional") in a Schedule
13G filed with the SEC on February 2, 2001. Dimensional reported sole
voting and dispositive powers over all shares listed.

(6) Includes 296,230 shares which Mr. Anderson has the right to acquire
pursuant to stock options that are currently exercisable.

(7) Includes shares held directly, shares allocated to the accounts of the
officers under the ESOP, as well as shares held jointly with family
members, in retirement accounts, in a fiduciary capacity, by certain
members of the officers' families, by trusts of which the officer is a
trustee or substantial beneficiary, with respect to which the officer
may be deemed to have sole or shared voting and/or dispositive powers.
Also includes 365,114, 111,784, 85,230, 47,834 and 47,634 shares which
Mr. LaMonica, Mr. McTernan, Ms. Tinker, Mr. Carfora and Ms. Flannery,
respectively, have the right to acquire pursuant to stock options that
are currently exercisable.

(8) Ms. Tinker will be retiring from the Company on September 28, 2001.
Upon Ms. Tinker's retirement, Mr. Carfora will assume her
responsibilities and the title of Chief Operating Officer, in addition
to his current responsibilities and title.

(9) This amount includes shares held directly, shares allocated to the
accounts of executive officers under the ESOP, as well as shares held
jointly with family members, in retirement accounts, in a fiduciary
capacity, by certain of the group members' families, by certain related
entities or by trusts of which the group member is a trustee or
substantial beneficiary, with respect to which shares the group member
may be deemed to have sole or shared voting and/or dispositive powers.
This amount also includes an aggregate of 1,147,026 shares which
directors and executive officers as a group have the right to acquire
pursuant to stock options that are currently exercisable, and excludes
12,160 shares of which Mario Teixeira, Jr., a director of the Company,
disclaims beneficial ownership.

PROPOSAL I. ELECTION OF DIRECTORS

General

The Company's Board of Directors consists of six members, each of whom
is also a director of the Bank. Each of the current directors of the Company has
served in such capacity since its incorporation in March 1994. The Board is
divided into three classes, each of which contains one-third of the Board.
One-third of the directors are elected annually. Directors of the Company are
generally elected to serve for three-year terms or until their respective
successors are elected and qualified.

The following table sets forth certain information, as of September 7,
2001, regarding the composition of the Company's Board of Directors, including
each director's term of office. The Board of Directors acting as the nominating
committee has recommended and approved the nominees identified in the following
table. It is intended that the proxies solicited on behalf of the Board of
Directors (other than proxies in which the vote is withheld as to a nominee)
will be voted at the Meeting FOR the election of the nominees identified below.
If a nominee is unable to serve, the shares represented by all valid proxies
will be voted for the election of such substitute nominee as the Board of
Directors may recommend. At this time, the Board of Directors knows of no reason
why either nominee may be unable to serve, if elected. Except as disclosed in
this Proxy Statement, there are no arrangements or understandings between the
nominee and any other person pursuant to which the nominee was selected.

Shares of
Common Stock Percent
Position(s) Held Director Term to Beneficially of
Name Age in the Company Since(1) Expire Owned(2) Class
------------------------------- ----- ---------------- -------- -------- --------- ------

NOMINEES

William C. Anderson 53 Chairman of the Board 1979 2004 428,061 5.38%

Amadeu L. Carvalho 72 Director 1990 2004 113,872 1.47%

DIRECTORS CONTINUING IN OFFICE

Patrick D. McTernan 49 Director, Senior 1989 2002 193,587 2.49%
Executive Vice
President, General
Counsel and Secretary

Marvin D. Schoonover 51 Director 1990 2002 81,020 1.05%

Joseph L. LaMonica 51 Director, President and 1987 2003 525,003 6.54%

Chief Executive Officer
Mario Teixeira, Jr. 65 Director 1971 2003 174,936(3) 2.26%

---------------
(1) Includes service as a director of the Bank prior to the formation of the
Company.
(2) Amounts include shares held directly, as well as shares held jointly with
family members, in retirement accounts, in a fiduciary capacity, by certain
members of the director's family, held by certain related entities or held
by trusts of which the director is a trustee or substantial beneficiary,
with respect to which shares the respective director may be deemed to have
sole or shared voting and/or dispositive powers. Amounts also include
296,230, 67,600, 111,784, 49,600, 365,114 and 71,000 shares which Messrs.
Anderson, Carvalho, McTernan, Schoonover, LaMonica and Teixeira,
respectively, have the right to acquire pursuant to stock options that are
currently exercisable. With respect to Messrs. LaMonica and McTernan,
amounts also include 18,251 shares which have been allocated to each of
their respective accounts under the ESOP.
(3) Amount excludes 12,160 shares of which Mr. Teixeira disclaims beneficial
ownership.

The principal occupation of each director of the Company and each of
the nominees for director is set forth below. All directors and nominees have
held their present principal occupation for at least five years unless otherwise
indicated.

William C. Anderson--Mr. Anderson has been Chairman of the Board of the
Company since its incorporation in March 1994 and Chairman of the Board of Penn
Federal since 1988. Mr. Anderson is also the Chairman of the Board and President
of John Young Company, Inc., a real estate agency located in Caldwell, New
Jersey.

Amadeu L. Carvalho--Mr. Carvalho, retired Controller of the Singer
Company, currently is in private accounting practice in Elizabeth, New Jersey.
His practice includes tax services and business and strategic planning for small
and medium size companies.

Patrick D. McTernan--Mr. McTernan has been General Counsel and
Secretary of the Company since its incorporation. He joined Penn Federal in 1989
as Senior Vice President and General Counsel, was promoted to Executive Vice
President and General Counsel in 1992 and was named Senior Executive Vice
President in 1999.

Marvin D. Schoonover--Mr. Schoonover is a Senior Account Executive with
the EMAR Group, Inc., an insurance agency located in Livingston, New Jersey, and
is responsible for the marketing, sales and servicing of commercial property and
casualty insurance. Mr. Schoonover first joined the EMAR Group, Inc. in 1980.

Joseph L. LaMonica--Mr. LaMonica has been President and Chief Executive
Officer of the Company since its incorporation in March 1994, and of Penn
Federal since 1988. Mr. LaMonica has served Penn Federal in various capacities
since joining the Bank in 1980. He also is a member of the Board of Directors of
the Saint James Foundation, a philanthropic organization, and serves in an
advisory capacity to the Ironbound Ambulance Squad.

Mario Teixeira, Jr.--Mr. Teixeira has been a licensed funeral director
since 1961. He is owner and President of the Buyus Funeral Home in Newark and
owns the Bernauer Funeral Home and the Rucki Funeral Home, both located in
Newark, as well as the Shaw-Buyus Home for Services, located in Kearny, New
Jersey.

Meetings and Committees of the Board of Directors

Meetings and Committees of the Company. Meetings of the Company's Board
of Directors are generally held on a monthly basis. For the fiscal year ended
June 30, 2001, the Board of Directors met 14 times. During fiscal 2001, no
incumbent director of the Company attended fewer than 75% of the aggregate of
the total number of Board meetings and the total number of meetings held by the
committees of the Board of Directors on which he served. The Board of Directors
of the Company has standing Executive and Audit Committees.

The Executive Committee is comprised of all members of the Board. The
Executive Committee meets on an as needed basis and exercises the power of the
Board of Directors between Board meetings, to the extent permitted by Delaware
law. This Committee did not meet during fiscal 2001.

The Audit Committee is comprised of Chairman Anderson (Chairman) and
Directors Carvalho and Teixeira. The Audit Committee reviews audit reports and
related matters to ensure compliance with regulatory and internal policies and
procedures. The Audit Committee met two times in fiscal 2001. For additional
information on the Company's Audit Committee, see "Audit Committee Matters"
below.

The entire Board of Directors acts as a nominating committee for
selecting nominees for election as directors. While the Board of Directors of
the Company will consider nominees recommended by stockholders, the Board has
not actively solicited such nominations. The Board of Directors met one time in
fiscal 2001 in its capacity as a nominating committee.

Pursuant to the Company's bylaws, nominations for directors by
stockholders must be made in writing and delivered to the Secretary of the
Company at least 60 days prior to the meeting date. If, however, less than 70
days' notice of the date of the meeting is first given or made to stockholders
by public notice or mail, nominations must be received by the Company not later
than the close of business on the tenth day following the earlier of the day on
which

notice of the date of the meeting was mailed or public announcement of the date
of the meeting was first made. In addition to meeting the applicable deadline,
nominations must be accompanied by certain information specified in the
Company's bylaws.

Meetings and Committees of the Bank. The Bank's Board of Directors
generally meets twice per month and may have additional special meetings upon
the written request of the Chairman of the Board, the President or at least
three directors. The Bank's Board of Directors met 24 times during the fiscal
year ended June 30, 2001. During fiscal 2001, no incumbent director of the Bank
attended fewer than 75% of the aggregate of the total number of Board meetings
and the total number of meetings held by the committees of the Board of
Directors on which he served. The Bank has standing Audit, Human Resources and
Compensation Committees, as well as other committees which meet periodically.
Set forth below is a description of certain committees of the Bank.

The Audit Committee is responsible for the oversight of the Bank's
Internal Audit Department and for the review of the Bank's annual audit report
prepared by the Bank's independent auditors. Only non-employee directors may
serve on the Audit Committee. The current members of the committee are Chairman
Anderson (Chairman) and Directors Carvalho and Teixeira. The Audit Committee met
four times during fiscal 2001.

The Bank's Human Resources Committee is responsible for the review and
approval of the numerous personnel policies of the Bank. This Committee
addresses, among other things, the Bank's benefit programs and plans and
affirmative action plan. The current members of the Human Resources Committee
are Directors Teixeira (Chairman), Schoonover and LaMonica. The Committee met
one time during fiscal 2001.

The Bank's Compensation Committee, which acts as the compensation
committee of the Company and the Bank, determines salary ranges and incentive
compensation. This Committee is also responsible for administering the Stock
Option and Incentive Plan and Management Recognition Plan (the "MRP"). The
current members of the Compensation Committee are Directors Carvalho (Chairman)
and Teixeira. This Committee met one time during the fiscal year ended June 30,
2001.

Audit Committee Matters

Audit Committee Report. The Audit Committee of the Company's Board of
Directors has issued the following report with respect to the audited financial
statements of the Company for the fiscal year ended June 30, 2001:

o The Audit Committee has reviewed and discussed with the Company's
management the Company's fiscal 2001 audited financial
statements;

o The Audit Committee has discussed with the Company's independent
auditors (Deloitte & Touche LLP) the matters required to be
discussed by Statement on Auditing Standards No. 61;

o The Audit Committee has received the written disclosures and
letter from the independent auditors required by Independence
Standards Board No. 1 (which relates to the auditors'
independence from the Company) and has discussed with the
auditors their independence from the Company; and

o Based on the review and discussions referred to in the three
items above, the Audit Committee recommended to the Board of
Directors that the fiscal 2001 audited financial statements be
included in the Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 2001.

Submitted by the Audit Committee of the Company's Board of Directors:

William C. Anderson
Amadeu L. Carvalho
Mario Teixeira, Jr.

Independence of Members and Audit Committee Charter. Each of Messrs.
Anderson, Carvalho and Teixeira is "independent" under the definition of
independence contained in the National Association of Securities Dealers'
listing standards for the Nasdaq Stock Market. The Company has adopted a written
charter for the audit committee. A copy of the charter is attached to this proxy
statement as Appendix A.

Director Compensation

The Company's directors are not paid fees for their service in such
capacity. Non-employee directors of the Bank were each paid a fee of $33,000 for
fiscal 2001 except for the Chairman who received $69,000. Each non- employee
director also received $400 for attendance at each meeting of the Board's
standing committees and $5,000 for the payment of an annual life insurance
premium.

Executive Compensation

The following table sets forth information regarding compensation paid
to the Company's Chief Executive Officer and to the four highest earning
executive officers of the Company and the Bank, each of whom earned a salary and
bonus for fiscal 2001 in excess of $100,000 (the "Named Officers").

SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------------------------------------------------
Long-Term
Compensation
----------------------------
Annual Compensation
-------------------------------------------------------------------------- Awards
----------------------------
Restricted Securities
Stock Underlying All Other
Salary Bonus Award(s) Options Compensation
Name and Principal Position Year ($) ($) ($) (#) ($)(1)
--------------------------------------------------------- ---------------- ---------------------------- ------------------

Joseph L. LaMonica, 2001 $366,894 $ --- --- --- $86,407
President and Chief 2000 349,378 --- --- --- 60,182
Executive Officer 1999 328,922 --- --- --- 62,260

Patrick D. McTernan, 2001 $204,339 $ --- --- --- $73,240
Senior Executive Vice 2000 194,250 --- --- 3,084 49,106
President, General Counsel and 1999 190,977 --- --- --- 52,540
Secretary

Lucy T. Tinker, 2001 $204,339 $ --- --- --- $81,614
Senior Executive Vice President 2000 194,250 --- --- 2,584 56,127
and Chief Operating Officer(2) 1999 190,977 --- --- --- 59,103

Jeffrey J. Carfora, 2001 $126,846 $ --- --- --- $47,645
Executive Vice President and 2000 120,000 --- --- 3,084 31,868
Chief Financial Officer(2) 1999 116,461 --- --- --- 40,952

Barbara A. Flannery 2001 $126,846 $ --- --- --- $48,040
Executive Vice President 2000 120,000 --- --- 3,084 31,798
and Retail Banking Group 1999 116,461 --- --- --- 40,398
Executive of the Bank

(1) Includes imputed income under the group term life insurance plan, income
attributable under whole-life insurance policy, employer contributions to
Penn Federal's 401(k) Plan and ESOP allocations, respectively, for fiscal
2001, 2000 and 1999 as follows: Mr. LaMonica - 2001: $2,263, $21,773, $2,625
and $59,746; 2000: $2,165, $18,358, $2,650, and $37,009; and 1999: $2,854,
$15,109, $2,800 and $41,497; Mr. McTernan - 2001: $810, $9,987, $2,697 and
$59,746; 2000:$1,188, $8,409, $2,500, and $37,009; and 1999: $1,566, $6,915,
$2,562 and $41,497; Ms. Tinker - 2001: $4,000, $15,314, $2,554 and $59,746;
2000: $3,575, $14,030, $1,513 and $37,009; and 1999: $4,545, $11,629, $1,432
and $41,497; Mr. Carfora - 2001: $372, $0, $2,537 and $44,736; 2000: $502,
$0, $2,492, and $28,874; and 1999: $571, $0, $2,329 and $38,052; and Ms.
Flannery - 2001: $558, $0, $1,903 and $45,579; 2000: $502, $0, $1,869, and
$29,427; and 1999: $573, $0, $1,747 and $38,078.

(2) Ms. Tinker will be retiring from the Company on September 28, 2001. Upon Ms.
Tinker's retirement, Mr. Carfora will assume her responsibilities and the
title of Chief Operating Officer, in addition to his current
responsibilities and title.

The following table sets forth certain information concerning stock
option exercises during the last fiscal year and the number and value of stock
options held by the Named Officers as of June 30, 2001. No stock options were
granted to the Named Officers in fiscal 2001.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
--------------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired Options at FY-End (#)(1) FY-End ($)(2)
on Value ----------------------------------------------------------------
Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
---------------------------------------------------------------------------------------------------------------------

Joseph L. LaMonica 1,300 $22,464 (3) 366,450 --- $5,347,383 ---
Patrick D. McTernan 20,000 $229,690 (3) 121,784 --- $1,851,686 ---
Lucy T. Tinker --- --- 164,434 --- $2,606,832 ---
Jeffrey J. Carfora --- --- 47,834 --- $639,116 ---
Barbara A. Flannery 200 $2,738 (3) 47,634 --- $635,546 ---

(1) Adjusted for the two-for-one stock split in the form of a 100% stock
dividend paid on the Company's common stock on February 10, 1998.
(2) Represents the aggregate market value (market price of the common stock less
the exercise price) of the in-the-money options based on the closing price
of the common stock on the Nasdaq National Market on June 30, 2001 ($23.10).
An option is in-the-money if the exercise price of the option is less than
the market value of the common stock.
(3) Represents the difference between the market value of the shares acquired
upon exercise at the time of exercise (the average of the high and low per
share prices of the common stock on the Nasdaq National Market on the date
of exercise) and the exercise price ($5.25 per share).

Employment Agreements

On November 28, 2000, the Company entered into new employment
agreements with Mr. LaMonica, Mr. McTernan, Ms. Tinker, Mr. Carfora and Ms.
Flannery, replacing the existing employment agreements between Penn Federal and
these officers. Each new agreement is for a five-year term and provides for
extensions of one year, in addition to the then-remaining term under the
agreement, on each November 28, as long as (1) the Company has not notified the
officer at least 90 days in advance that the term will not be extended further
and (2) the officer has not received an unsatisfactory performance review by the
Board of Directors of the Company or the Bank. Each agreement provides for an
annual base salary not less than the officer's current salary, discretionary and
performance-based bonuses and participation in benefit plans and the receipt of
fringe benefits to the same extent as the other executive officers of the
Company and the Bank.

Each agreement provides that if the officer's employment is
involuntarily terminated, then during the lesser period (referred to below as
the "applicable payout period") of the remaining term of the agreement or three
years after the date of termination, he or she will be entitled to receive (1)
on a monthly basis, 1/12th of his or her annual salary and 1/12th of the average
annual amount of cash bonus and cash incentive compensation for the two full
fiscal years preceding the date of termination, subject to reduction by the
amount of any cash income earned from providing personal services during the
applicable payout period; (2) substantially the same life and disability
insurance coverage and health and dental benefits as he or she would have
received if he or she had remained employed, subject to reduction to the extent
the officer receives equivalent or better benefits from another employer; and
(3) if the involuntary termination occurs within the six months preceding, at
the time of, or within 24 months after a change in control of the Company, an
amount in cash equal to 299% of the officer's "base amount" (as defined in
Section 280G of the Internal Revenue Code), less the acceleration and lapse
value of stock options held by the officer that are taken into account under
Section 280G of the Internal Revenue Code. The term "involuntary termination" is
defined as termination of the officer's employment by the Company or the Bank
(other than for cause, or due to death, disability or specified violations of
law) without the officer's consent or by the officer following a material
reduction of or interference with his or her duties, responsibilities or
benefits without his or her consent.

Based on current compensation levels, if the employment of Mr.
LaMonica, Mr. McTernan, Ms. Tinker, Mr. Carfora and Ms. Flannery had been
involuntary terminated as of June 30, 2001, under circumstances entitling them
to severance pay described in items (1) and (3) above, they would have been
entitled to receive monthly cash payments of approximately $30,575, $17,028,
$17,028, $10,571 and $10,571, respectively, for three years after termination,
and lump sum cash payments of approximately $1,613,659, $863,051, $865,740,
$405,018 and $398,655, respectively. Each agreement provides that to the extent
the officer receives any amounts or benefits that will constitute "excess
parachute payments" under Section 280G of the Internal Revenue Code and subject
him or her to excise tax under Section 4999 of the Internal Revenue Code, he or
she will be paid an additional amount that will offset the effect of any such
excise tax. Each agreement also provides that to the extent the officer's total
compensation for any calendar year exceeds the greater of $1,000,000 or the
maximum amount of compensation deductible by the Company under Section 162(m) of
the Internal Revenue Code (the greater of these two amounts referred to below as
the "maximum allowable amount"), the excess amount must be deferred, with
interest at 8% per annum compounded annually, to a calendar year in which the
amount to be paid to the officer in that year (including deferred amounts and
interest) does not exceed the maximum allowable amount.

As noted elsewhere in this proxy statement, Ms. Tinker will be retiring
from the Company and the Bank on September 28, 2001. Upon payment of all amounts
owed to her as of her retirement date, the Company's obligations to Ms. Tinker
under her employment agreement will cease.

Certain Transactions

The Bank has followed a policy of granting loans to eligible directors,
officers, employees and members of their immediate families for the financing of
their personal residences and for consumer purposes. All loans by the Bank to
its senior officers and directors are subject to OTS regulations restricting
loans and other transactions with affiliated persons of the Bank. Under
applicable law, all loans or extensions of credit to executive officers and
directors must be made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
the general public and must not involve more than the normal risk of repayment
or present other unfavorable features. In this regard, all outstanding loans to
the Bank's directors and senior officers have been made in the ordinary course
of business and on the same terms, including collateral and interest rates, as
those prevailing at the time for comparable transactions and did not involve
more than the normal risk of collectibility.

Compensation Committee Report on Executive Compensation

The Compensation Committee of the Company's Board of Directors has
furnished the following report on executive compensation:

Penn Fed's Compensation Committee has responsibility for reviewing the
compensation policies and plans for the Company and its affiliates. The policies
and plans established are designed to enhance both short-term and long- term
operational performance of the Bank and to build stockholder value through
anticipated appreciation in the Company's common stock price.

One of the Committee's primary objectives is to develop and maintain
compensation plans which allow the Company to attract and retain quality
executives at competitive compensation levels and which enhance stockholder
value by aligning closely the financial interests of the Company's executives
with those of its stockholders. In determining compensation levels, plans and
adjustments, the Committee takes into account, among other things, compensation
reviews made by third parties each year. These studies primarily compare the
compensation of the Bank's officers to officers of other local financial
institutions.

With respect to Mr. LaMonica's base salary for the fiscal year ended
June 30, 2001, the Committee took into account a comparison of salaries of chief
executive officers of local financial institutions and financial institutions
comparable in size to the Bank. Likewise, each executive officer's base salary
was determined utilizing financial institution compensation surveys. Mr.
LaMonica's base salary for fiscal year 2001 was increased by $18,000 from his
base salary for fiscal year 2000 because the Committee determined that Mr.
LaMonica was undercompensated when compared to chief executive officers of other
institutions with the same asset size as the Bank and because of the Company's
numerous achievements during fiscal 2001 attributable to the performance of Mr.
LaMonica.

The Bank and the Company have included stock option and restricted
stock awards as key elements in their total compensation package. Equity based
compensation provides a long-term alignment of interests and results achieved
for stockholders with the compensation rewards provided to executive officers by
providing those executives and others on whom the continued success of the
Company most depends with a proprietary interest in the Company. In fiscal 1995,
the Stock Option and Incentive Plan and the MRP were adopted, providing for the
grant of several types of equity-based awards, including stock option and
restricted stock awards. These plans were ratified by the Company's stockholders
in fiscal 1995, and an amendment to the Stock Option and Incentive Plan
increasing the number of shares available for issuance under the Stock Option
and Incentive Plan was approved by the Company's stockholders in fiscal 1998.
All of the Company's and the Bank's executive officers have received awards
pursuant to these plans.

Through the compensation programs described above, a significant
portion of the Company's executive compensation is linked to corporate
performance. The Committee will continue to review all elements of compensation
to ensure that the compensation objectives and plans meet the Company's business
objectives and philosophy of linking executive compensation to stockholder
interests in corporate performance as discussed above.

In 1993, Congress amended the Internal Revenue Code of 1986 to add
Section 162(m) to limit the corporate deduction for compensation paid to a
corporation's five most highly compensated officers to $1.0 million per
executive per year, with certain exemptions. The Committee carefully reviewed
the impact of this legislation on the cost of the Company's and the Bank's
current executive compensation plans. Under the legislation and regulations
adopted thereunder, it is not expected that any portion of the Company's
employee compensation will be non-deductible in fiscal 2001 or in future years
by reason of compensation paid in fiscal 2001. The Committee intends to review
the Company's executive compensation policies on an ongoing basis, and propose
appropriate modifications, if the Committee deems them necessary, to these
executive compensation plans with a view toward implementing the Company's
compensation policies in a manner that avoids or minimizes any disallowance of
tax deductions under Section 162(m). In this regard, each of the new employment
agreements entered into with the Named Officers in November 2000 provides for
mandatory deferral of compensation that would otherwise be non-deductible by
virtue of the limitations of Section 162(m). See "Employment Agreements."

The foregoing report is furnished by the Compensation Committee of the
Board of Directors:

Amadeu L. Carvalho, Chairman Mario Teixeira, Jr.

Stock Performance Presentation

The line graph below compares the cumulative total stockholder return
on the common stock to the cumulative total return of a broad index (all Nasdaq
U.S. Stocks) and a savings and loan industry index for the period June 30, 1996
through June 30, 2001.

PennFed Financial Services, Inc.

[PERFORMANCE GRAPH APPEARS HERE]

Index 6/30/96 6/30/97 6/30/98 6/30/99 6/30/00 6/30/01
--------------------------------------------------------------------------------------------------

PennFed Financial Services, Inc. 100.00 177.41 217.55 209.12 189.66 313.39
NASDAQ - Total US 100.00 121.60 160.06 230.22 340.37 184.51
SNL $1B-$5B Thrift Index 100.00 162.01 236.88 203.74 165.88 282.93

PROPOSAL II. RATIFICATION OF THE APPOINTMENT OF AUDITORS

The Board of Directors has renewed the Company's arrangement for
Deloitte & Touche LLP to be its auditors for the 2002 fiscal year, subject to
the ratification of the appointment by the Company's stockholders. A
representative of Deloitte & Touche LLP is expected to attend the Meeting to
respond to appropriate questions and will have an opportunity to make a
statement if he or she so desires.

For the fiscal year ended June 30, 2001, Deloitte & Touche LLP provided
various audit and non-audit services to the Company. Set forth below are the
aggregate fees billed for these services:

(a) Audit Fees: Aggregate fees billed for professional services
rendered for the audit of the Company's fiscal 2001 annual
financial statements and review of financial statements included
in the Company's Quarterly Reports on Form 10-Q for fiscal 2001:
$175,130.

(b) Financial Information Systems Design and Implementation Fees: $0.

The Audit Committee of the Company's Board of Directors has considered
whether the provision of services covered by item (c) above is compatible with
maintaining the independence of Deloitte & Touche LLP.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2002.

STOCKHOLDER PROPOSALS

Stockholder proposals intended to be presented at the Company's next
annual meeting must be received by its Secretary at the administrative office of
the Company, located at 622 Eagle Rock Avenue, West Orange, New Jersey
07052-2989, no later than May 27, 2002 to be eligible for inclusion in the
Company's proxy statement and form of proxy relating to the next annual meeting.
Any such proposal will be subject to the requirements of the proxy rules adopted
under the Securities Exchange Act of 1934, as amended, and as with any
stockholder proposal (regardless of whether included in the Company's proxy
materials), the Company's certificate of incorporation and bylaws and Delaware
law.

To be considered for presentation at the next annual meeting, but not
for inclusion in the Company's proxy statement and form of proxy for that
meeting, proposals must be received by the Company no later than July 26, 2002.
If, however, the date of the next annual meeting is before October 4, 2002 or
after December 23, 2002, proposals must instead be received by the Company by
the later of the 60th day before the date of the next annual meeting or the
tenth day following the day on which notice of the date of the next annual
meeting is mailed or public announcement of the date of the next annual meeting
is first made. If a stockholder proposal that is received by the Company after
the applicable deadline for presentation at the next annual meeting is raised at
the next annual meeting, the holders of the proxies for that meeting will have
the discretion to vote on the proposal in accordance with their best judgment
and discretion, without any discussion of the proposal in the Company's proxy
statement for the next annual meeting.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons owning more than 10% of a registered class of the
Company's equity securities, to file periodic reports of ownership and changes
in ownership with the SEC and to provide the Company with copies of such
reports. Based solely upon information provided to the Company by the directors
and officers subject to Section 16(a), all Section 16(a) filing requirements
applicable to these persons were complied with during fiscal 2001.

OTHER MATTERS

The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, it is
intended that the Board of Directors, as proxy for the stockholder, will act in
accordance with its best judgment.

The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of the Company's common stock. In addition to
solicitation by mail, directors, officers and regular employees of the Company
and/or the Bank may solicit proxies personally or by telephone without
additional compensation.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ William C. Anderson
-----------------------
William C. Anderson
Chairman of Board

West Orange, New Jersey
September 24, 2001

APPENDIX A

PENNFED FINANCIAL SERVICES, INC.
PENN FEDERAL SAVINGS BANK
AUDIT COMMITTEE CHARTER

STATEMENT OF POLICY AND AUTHORITY

The Board of Directors believes that an effective Audit Committee is essential
to the integrity of the financial reporting process of PennFed Financial
Services, Inc. (Company) and Penn Federal Savings Bank (Bank). It shall be the
objective of the Audit Committee to work closely with the Board of Directors,
Senior Management, the Internal Audit Division, the external auditors and
regulatory agencies, to develop and maintain an Audit Committee function
acceptable to all. The Audit Committee shall have unrestricted access to Company
and Bank personnel and documents and will be given the resources necessary to
discharge its responsibilities.

ORGANIZATION

Composition

The Audit Committee will be comprised of three or more directors, as determined
by the Board of Directors. The members of the Committee will meet the
independence and experience requirements of the National Association of
Securities Dealers (NASD). The Committee members will be elected annually at the
organizational meetings of the full Board for the Company and the Bank. One of
the members will be elected Committee Chair by the Board.

Meetings

The Audit Committee of the Bank shall meet at least four times per year and the
Company shall meet at least twice a year, with other meetings called as
necessary. A meeting prior to the company's fiscal year-end shall be held with
the internal and external auditors and with management to discuss the scope and
objective of the external audit. A post audit meeting shall be conducted prior
to issuance of the annual independent audit report, with the same parties in
attendance, to ensure that the Committee is satisfied with the disclosure and
content of the financial statements to be contained in the report. The other
meetings shall be held to review and discuss noted weaknesses in internal
accounting controls and/or other matters noted during the internal and external
auditors' examinations, along with management's corrective action.

As necessary or desirable, the Chair of the Committee shall request that members
of management, general or independent counsel, internal audit representatives,
and representatives of the external auditors, be present at the meetings of the
Committee. Also, sufficient opportunity should be made available for the
internal or external auditors to meet with members of the Audit Committee
without members of management present.

Minutes

Minutes shall be prepared for all meetings of the Audit Committee to document
the Committee's discharge of its responsibilities. The minutes shall be reviewed
and approved at the next regularly scheduled meeting of the Audit Committee.

Functions

Within the context of the Audit Committee's Statement of Policy and Authority,
the primary functions of the Committee shall be to:

o Assist the Board of Directors in fulfilling its fiduciary
responsibilities for financial reporting and internal
accounting controls.

A-1

o Provide a focal point for communications among non-committee
directors, Company and Bank management, and internal and
external auditors.

o Act as liaison for the Board of Directors to help ensure the
independence of the Bank internal and external auditors and
the integrity of management.

RESPONSIBILITIES

In fulfilling stated roles within the framework of the Audit Committee's
Statement of Policy and Authority, specific responsibilities are to be assumed
by the Committee. These responsibilities include the following:

o Review the scope of the proposed external auditors' audit for
the current year and the results of such audit including
recommendations and management's responses.

o Review with management and internal and external auditors the
adequacy of internal controls, including the prevention or
detection of management override or compromise of the internal
control system.

o Review with management and internal and external auditors the
Company and Bank's compliance with laws and regulations.

o Review the scope and adequacy of the Bank's proposed internal
audit program for the coming year and coordination of such
program with the external auditors in order to maintain an
effective balance of resources.

o Review the current year's internal audit plan for progress,
explanations for any deviations from the plan, and a summary
of findings from completed internal audits.

REPORTING

The Audit Committee shall report to the Board of Directors outlining the
activities of each meeting. This report shall discuss any specific actions the
Committee has taken and, as appropriate, significant matters discussed.

The Audit Committee shall annually report in the proxy or information statements
relating to votes of shareholders the following:

o The Committee has reviewed and discussed the Company's audited
financial statements with management and the independent
auditors.

o The Committee has discussed the matters outlined in SAS No.
61, Communication with Audit Committees, with the independent
auditors.

o The Committee has discussed independence issues with the
auditors and received the communications required by
Independence Standards Board No. 1, Independence Discussions
with Audit Committees.

The Audit Committee report must indicate that based on its review and
discussions of the items noted above, the Committee recommended to the Board of
Directors that the audited financial statements be included in the Company's
annual report.

A-2

REVOCABLE PROXY
PENNFED FINANCIAL SERVICES, INC.

[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE

ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 24, 2001

The undersigned hereby appoints the Board of Directors of PennFed Financial
Services, Inc. (the "Company"), and its survivor, with full power of
substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Stockholders (the "Meeting"), to be held on Wednesday,
October 24, 2001 at the Fairfield Executive Inn, located at 216-234 Route 46
East, Fairfield, New Jersey, at 10:00 a.m., local time, and at any and all
adjournments or postponements thereof, as follows:

Please be sure to sign and date Date __________________________
this Proxy in the box below.

____________________________________________________________________________
Stockholder sign above Co-holder (if any) sign above

I. The election of the following directors for three-year terms:

For Withhold For All Except
[_] [_] [_]

WILLIAM C. ANDERSON AMADEU L. CARVALHO

INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.

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

II. The ratification of the appointment of Deloitte & Touche LLP as
independent auditors for the Company for the fiscal year ending June 30,
2002.

For Against Abstain
[_] [_] [_]

In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment or
postponement thereof.

The Board of Directors recommends a vote"FOR" the election of the nominees
named herein and"FOR" the ratification of the appointment of Deloitte & Touche
LLP.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED,
THIS PROXY WILL BE VOTED FOR THE NOMINEES NAMED HEREIN AND FOR THE RATIFICATION
OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP. IF ANY OTHER BUSINESS IS PRESENTED
AT THE MEETING, THIS PROXY WILL BE VOTED AS DIRECTED BY THE BOARD OF DIRECTORS
IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.

Detach above card, sign, date and mail in postage-paid envelope provided.

PENNFED FINANCIAL SERVICES, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

This Proxy may be revoked at any time before it is voted by: (i) filing
with the Secretary of the Company at or before the Meeting a written notice of
revocation bearing a later date than this Proxy; (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Secretary
of the Company at or before the Meeting; or (iii) attending the Meeting and
voting in person (although attendance at the Meeting will not in and of itself
constitute revocation of this Proxy). If this Proxy is properly revoked as
described above, then the power of such attorneys and proxies shall be deemed
terminated and of no further force and effect.

The above signor(s) acknowledge(s) receipt from the Company, prior to the
execution of this Proxy, of a Notice of the Meeting, a Proxy Statement and the
Company's Annual Report to Stockholders for the fiscal year ended June 30, 2001.

Please sign exactly as your name appears above on this card. When signing
as attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.

PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL
THIS PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE

IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

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