SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the registrant [x]
Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[x] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-12

DutchFork Bancshares, 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:
N/A
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(2) Aggregate number of securities to which transactions applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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[ ] Fee paid previously with preliminary materials.

[ ] 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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(4) Date filed:
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[Letterhead of DutchFork Bancsahres, Inc.]

December 16, 2002

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of
DutchFork Bancshares, Inc. We will hold the meeting at Newberry Federal Savings
Bank's Training/Meeting Room located at 1735 Wilson Road (entrance facing Alex
Avenue), Newberry, South Carolina on Wednesday, February 5, 2003 at 2:00 p.m.,
local time.

The notice of annual meeting and proxy statement appearing on the following
pages describe the formal business to be transacted at the meeting. During the
meeting, we will also report on the operations of the Company. Directors and
officers of the Company, as well as a representative of Clifton D. Bodiford,
CPA, the Company's independent auditor, will be present to respond to
appropriate questions of stockholders.

It is important that your shares are represented at this meeting, whether
or not you attend the meeting in person and regardless of the number of shares
you own. To make sure your shares are represented, we urge you to complete and
mail the enclosed proxy card. If you attend the meeting, you may vote in person
even if you have previously mailed a proxy card.

We look forward to seeing you at the meeting.

Sincerely,

By: /s/ J. Thomas Johnson
--------------------------
J. Thomas Johnson
Chairman of the Board,
President and Chief Executive Officer

DUTCHFORK BANCSHARES, INC.
1735 Wilson Road
Newberry, South Carolina 29108
(803) 321-3200

Notice of Annual Meeting of Stockholders

On Wednesday, February 5, 2003, DutchFork Bancshares, Inc. will hold its
annual meeting of stockholders at Newberry Federal Savings Bank's
Training/Meeting Room located at 1735 Wilson Road (entrance facing Alex Avenue),
Newberry, South Carolina. The meeting will begin at 2:00 p.m., local time. At
the meeting, stockholders will consider and act on the following:

1. The election of two directors to serve for a term of three years;

2. The ratification of the appointment of Clifton D. Bodiford, CPA as
independent auditors for the Company for the fiscal year ending
September 30, 2003; and

3. Such other business that may properly come before the meeting.

NOTE: The Board of Directors is not aware of any other business to come
before the meeting.

Only stockholders of record at the close of business on December 9, 2002
are entitled to receive notice of the meeting and to vote at the meeting and any
adjournment or postponement of the meeting.

Please complete and sign the enclosed proxy card, which is solicited by
the Board of Directors, and mail it promptly in the enclosed envelope. The proxy
will not be used if you attend the meeting and vote in person.

BY ORDER OF THE BOARD OF DIRECTORS

By: /s/ Robert E. Livingston, III
-----------------------------
Robert E. Livingston, III
Corporate Secretary

Newberry, South Carolina
December 16, 2002

IMPORTANT: The prompt return of proxies will save the Company the expense of
further requests for proxies in order to ensure a quorum. A self-addressed
envelope is enclosed for your convenience. No postage is required if mailed in
the United States.

DUTCHFORK BANCSHARES, INC.

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PROXY STATEMENT

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This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of DutchFork Bancshares, Inc. ("DutchFork
Bancshares" or the "Company") to be used at the annual meeting of stockholders
of the Company. DutchFork Bancshares is the holding company for Newberry Federal
Savings Bank ("Newberry Federal" or the "Bank"). The annual meeting will be held
at the Bank's Training/Meeting Room located at 1735 Wilson Road (entrance facing
Alex Avenue), Newberry, South Carolina on Wednesday, February 5, 2003 at 2:00
p.m., local time. This proxy statement and the enclosed proxy card are being
first mailed on or about December 16, 2002 to stockholders of record.

Voting and Proxy Procedure

Who Can Vote at the Meeting

You are entitled to vote your DutchFork Bancshares common stock only if the
records of the Company show that you held your shares as of the close of
business on December 9, 2002. As of the close of business on December 9, 2002, a
total of 1,229,173 shares of DutchFork Bancshares common stock were outstanding.
Each share of common stock has one vote. The Company's Certificate of
Incorporation provides that record holders of the Company's common stock who
beneficially own, either directly or indirectly, in excess of 10% of the
Company's outstanding shares are not entitled to any vote in respect of the
shares held in excess of the 10% limit.

Attending the Meeting

If you are a beneficial owner of DutchFork Bancshares common stock held by
a broker, bank or other nominee (i.e., in "street name"), you will need proof of
ownership to be admitted to the meeting. A recent brokerage statement or letter
from a bank or broker are examples of proof of ownership. If you want to vote
your shares of DutchFork Bancshares common stock held in street name in person
at the meeting, you must obtain a written proxy in your name from the broker,
bank or other nominee who is the record holder of your shares.

Vote Required

The annual meeting will be held only if there is a quorum. A quorum exists
if a majority of the outstanding shares of common stock entitled to vote is
represented at the meeting. If you return valid proxy instructions or attend the
meeting in person, your shares will be counted for purposes of determining
whether there is a quorum, even if you abstain from voting. Broker non-votes
also will be counted for purposes of determining the existence of a quorum. A
broker non-vote occurs when a broker, bank or other nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power with respect to that item and has not
received voting instructions from the beneficial owner.

In voting on the election of directors, you may vote in favor of all
nominees, withhold votes as to all nominees, or withhold votes as to specific
nominees. There is no cumulative voting for the election of directors. Directors
must be elected by a plurality of the votes cast at the annual meeting. This
means

that the nominees receiving the greatest number of votes will be elected. Votes
that are withheld and broker non-votes will have no effect on the outcome of the
election. In voting on the ratification of the appointment of Clifton D.
Bodiford, CPA as independent auditor you may vote in favor of the proposal, vote
against the proposal or abstain from voting. The ratification of the appointment
of Clifton D. Bodiford, CPA will be decided by the affirmative vote of a
majority of the votes cast at the annual meeting. On this matter, abstentions
and broker non-votes will have no effect on the voting.

Voting by Proxy

The Board of Directors of DutchFork Bancshares is sending you this proxy
statement for the purpose of requesting that you allow your shares of DutchFork
Bancshares common stock to be represented at the annual meeting by the persons
named in the enclosed proxy card. All shares of DutchFork Bancshares common
stock represented at the annual meeting by properly executed and dated proxies
will be voted according to the instructions indicated on the proxy card. If you
sign, date and return a proxy card without giving voting instructions, your
shares will be voted as recommended by the Company's Board of Directors. The
Board of Directors recommends a vote FOR each of the nominees for director and
FOR ratification of the appointment of Clifton D. Bodiford, CPA as independent
auditor.

If any matters not described in this proxy statement are properly presented
at the annual meeting, the persons named in the proxy card will use their own
best judgment to determine how to vote your shares. This includes a motion to
adjourn or postpone the annual meeting in order to solicit additional proxies.
If the annual meeting is postponed or adjourned, your DutchFork Bancshares
common stock may be voted by the persons named in the proxy card on the new
annual meeting date as well, unless you have revoked your proxy. The Company
does not know of any other matters to be presented at the annual meeting.

You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy you must either advise the Secretary of the
Company in writing before your common stock has been voted at the annual
meeting, deliver a later dated, valid proxy, or attend the meeting and vote your
shares in person. Attendance at the annual meeting will not in itself constitute
revocation of your proxy.

If your DutchFork Bancshares common stock is held "in street name," you
will receive instructions from your broker, bank or other nominee that you must
follow in order to have your shares voted. Your broker, bank or other nominee
may allow you to deliver your voting instructions via the telephone or the
Internet. Please see the instruction form provided by your broker, bank or other
nominee that accompanies this proxy statement for further information regarding
telephone and Internet voting. If you wish to change your voting instructions
after you have returned your voting instruction form to your broker or bank, you
must contact your broker or bank.

Participants in the Newberry Federal Savings Bank ESOP and 401(k) Plan

If you participate in the Newberry Federal Savings Bank Employee Stock
Ownership Plan (the "ESOP"), or if you hold shares of DutchFork Bancshares
common stock through the Newberry Federal Savings Bank Employees' Savings &
Profit Sharing Plan and Trust (the "401(k) Plan"), you will receive a voting
instruction form for each plan that reflects all shares you may vote under the
particular plan. Under the terms of the ESOP, the ESOP trustee votes all shares
held by the ESOP, but each participant in the ESOP may direct the trustee how to
vote the shares of Company common stock allocated to his or her account. The
ESOP trustee, subject to the exercise of its fiduciary duties, will vote all
unallocated shares of common stock held by the ESOP and allocated shares for
which no voting instructions are received in the same proportion as shares for

which it has received timely voting instructions. Under the terms of the 401(k)
Plan, a participant is entitled to direct the trustee how to vote the shares in
the DutchFork Bancshares Stock Fund credited to his or her account. The trustee
will vote all shares for which no directions are given or for which timely
instructions were not received in the same proportion as shares for which the
trustee received timely voting instructions. The deadline for returning your
voting instructions to each plan's trustee is January 29, 2003.

Stock Ownership

The following table provides information as of December 9, 2002 about the
persons known to DutchFork Bancshares to be the beneficial owners of more than
5% of the Company's outstanding common stock. A person may be considered to
beneficially own any shares of common stock over which he or she has, directly
or indirectly, sole or shared voting or investing power.

Percent of
Number of Common Stock
Name and Address Shares Owned Outstanding
- ------------------- ---------------- ---------------

Newberry Federal Savings Bank 124,844(1) 10.2%
Employee Stock Ownership Plan
1735 Wilson Road
Newberry, South Carolina 29108

Jeffrey L. Gendell 100,300(2) 8.2
Tontine Partners, L.P.
Tontine Financial Partners, L.P.
Tontine Management L.L.C
Tontine Overseas Associates, L.L.C
237 Park Avenue - 9th Floor
New York, New York 10017
_____________________________

(1) As of December 9, 2002, 18,723 shares had been allocated under the ESOP.
The trustee of the ESOP is First Bankers Trust Company. See "Voting and
Proxy Procedure - Participants in the Newberry Federal Savings Bank ESOP
and 401(k) Plan" for a discussion of the ESOP's voting procedures.

(2) Based on information as of September 30, 2002 provided by Jeffrey L.
Gendell.

The following table provides information as of December 9, 2002 about the
shares of Company common stock that may be considered to be beneficially owned
by each nominee for director nominated by the Board of Directors, by each
director and by all directors and executive officers of the Company as a group.
A person may be considered to beneficially own any shares of common stock over
which he or she has, directly or indirectly, sole or shared voting or investment
power. Unless otherwise indicated, each of the named individuals has sole voting
power and sole investment power with respect to the number of shares shown.

Number of
Shares Owned Options Percent of
(Excluding Exercisable Common Stock
Name Options)(1)(2) Within 60 Days Outstanding(3)
---- -------------- -------------- --------------

J. Thomas Johnson 37,991(4) 7,803 3.7%
Robert E. Livingston, III 22,539 1,561 2.0
Robert W. Owen 15,039 1,561 1.3
Steve P. Sligh 36,818 7,803 3.6
James E. Wiseman, Jr. 27,807(5) 1,561 2.4
All directors and executive officers 140,194 20,289 12.8
as a group (5 persons)
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(1) Includes unvested shares of restricted stock awards held in trust as part
of the DutchFork Bancshares, Inc. 2001 Stock-Based Incentive Plan, with
respect to which the beneficial owner has voting but not investment power,
as follows: Mr. Johnson (12,484 shares), Mr. Livingston (2,496 shares), Mr.
Owen (2,496 shares), Mr. Sligh (12,484 shares) and Mr. Wiseman (2,496
shares).

(2) Includes shares held under the Newberry Federal Savings Bank Director
Deferred Compensation Plan, with respect to which the beneficial owner has
no voting or investment power, as follows: Mr. Johnson (1,918 shares), Mr.
Livingston (1,918 shares), Mr. Owen (1,918 shares), Mr. Sligh (1,918
shares) and Mr. Wiseman (1,918 shares).

(3) Based on 1,229,173 shares of Company common stock outstanding and entitled
to vote as of December 9, 2002, plus the number of shares that may be
acquired within 60 days by each individual (or group of individuals) by
exercising stock options.

(4) Includes 1,000 shares held by Mr. Johnson's mother.

(5) Includes 2,768 shares held by Mr. Wiseman's spouse.

Proposal 1 -- Election of Directors

The Company's Board of Directors consists of five members. Three directors
are independent and two are members of management. The Board is divided into
three classes with three-year staggered terms, with approximately one-third of
the directors elected each year. The Board of Directors' nominees for election
this year, to serve for a three-year term, or until their respective successors
have been elected and qualified, are J. Thomas Johnson and Dr. Robert W. Owen,
both of whom are currently directors of DutchFork Bancshares and Newberry
Federal.

The Board of Directors intends that the proxies solicited by it will be
voted for the election of the nominees named above. If any nominee is unable to
serve, the persons named in the proxy card would vote your shares to approve the
election of any substitute proposed by the Board of Directors. Alternatively,
the Board of Directors may adopt a resolution to reduce the size of the Board.
At this time, the Board of Directors knows of no reason why any nominee might be
unable to serve.

The Board of Directors recommends a vote "FOR" the election of both
nominees.

Information regarding the Board of Directors' nominees and the directors
continuing in office is provided below. Unless otherwise stated, each individual
has held his current occupation for the last five years. The age indicated for
each individual is as of September 30, 2002. The indicated period of service as
a director includes the period of service as a director of Newberry Federal.

Board Nominees for Election of Directors

J. Thomas Johnson, Chairman of the Board for both DutchFork Bancshares and
Newberry Federal, joined Newberry Federal in September 1977 and served as
President of Newberry Federal from 1984 until January 2000. Mr. Johnson has
served as Chief Executive Officer of Newberry Federal since 1984 and has served
as Chief Executive Officer and President of DutchFork Bancshares since February
2000. Age 56. Director since 1980.

Dr. Robert W. Owen, Vice Chairman of the Board, is a retired pharmacist and
business owner. Age 76. Director since 1968.

Directors Continuing in Office

The following director has a term ending in 2004:

Dr. James E. Wiseman, Jr. is a retired dentist. Age 68. Director since
1993.

The following directors have terms ending in 2005:

Dr. Robert E. Livingston, III is a board certified Ophthalmologist. Dr.
Livingston has served as Corporate Secretary of DutchFork Bancshares and
Newberry Federal since February 2000. Age 61. Director since 1993.

Steve P. Sligh joined Newberry Federal in July 1977. He served as Executive
Vice President from 1989 until succeeding Mr. Johnson as President of Newberry
Federal in January 2000. Mr. Sligh has served as Treasurer of Newberry Federal
since January 2000 and has served as Executive Vice President, Treasurer and
Chief Financial Officer of DutchFork Bancshares since February 2000. Age 52.
Director since 1993.

Meetings and Committees of the Board of Directors

The Company and Newberry Federal conduct business through meetings and
activities of their Boards of Directors and their committees. During the year
ended September 30, 2002, the Board of Directors of the Company held nine
regular meetings and no special meeting and the Board of Directors of Newberry
Federal held twelve regular meetings and one special meeting. No director
attended fewer than 75% of the total meetings of the Boards of Directors and
committees on which he served.

The Audit Committee, consisting of Robert E. Livingston, III, Robert W.
Owen and James E. Wiseman, Jr., receives and reviews all reports prepared by the
Company's independent auditors. This committee met twice during the year ended
September 30, 2002.

The Compensation Committee, consisting of J. Thomas Johnson, Robert W. Owen
and James E. Wiseman, Jr., is responsible for all matters regarding the
Company's and the Bank's employee

compensation and benefit programs. This committee met once during the year ended
September 30, 2002.

The Nominating Committee, consisting of the full Board of Directors,
selects annually the nominees for election as directors. This committee met once
to select management's nominees for election as directors at this annual
meeting. The Company's Bylaws provide for shareholder nominations of directors.
See "Stockholder Proposals and Nominations."

Directors' Compensation

Directors' Fees. Each director of Newberry Federal receives a monthly fee
of $2,400. The Newberry Federal Savings Bank Director Deferred Compensation Plan
offers directors the option of deferring the board fees into the plan.
Distributions to the plan are made in the form of Company stock. No separate
fees are paid for service on the Company's Board of Directors.

Executive Compensation

Summary Compensation Table

The following information is furnished for the Chief Executive Officer and
the other executive officer of DutchFork Bankshares and Newberry Federal who
received a salary and bonus of $100,000 or more during the year ended September
30, 2002.

Long-Term Compensation
Annual Compensation (1) Awards
----------------------- ----------------------
Restricted Securities All Other
Stock Underlying Compensation
Name and Position Year Salary(2) Bonus Awards(3) Options (4)
- ----------------- ---- --------- ----- --------- ------- -------------

J. Thomas Johnson 2002 $254,808 $53,914 $ -- -- $55,681
President and Chief 2001 219,222 79,175 256,524 39,014 47,441
Executive Officer 2000 202,723 57,707 -- -- 30,973

Steve P. Sligh 2002 $220,408 $53,914 $ -- -- $48,232
Executive Vice President, 2001 186,585 79,175 256,524 39,014 45,809
Chief Financial Officer and 2000 170,000 57,707 -- -- 16,304
Treasurer
- -------------------------------

(1) Does not include perquisites and other personal benefits, the aggregate
amount of which was less than $50,000 or 10% of the total annual salary and
bonus reported.

(2) Salary in 2002 includes board of directors and board committee fees of
$27,600 and $27,600 for Mr. Johnson and Mr. Sligh, respectively.

(3) The dollar amounts set forth in the table represent the market value of
15,606 and 15,606 shares awarded to Mr. Johnson and Mr. Sligh,
respectively, on the date of grant. The restricted stock awards vest in
five equal annual installments commencing on February 20, 2002, the first
anniversary of the awards. As of September 30, 2002, the market value of
the unvested shares of restricted stock held by Mr. Johnson and Mr. Sligh
was $177,822 for each individual. Dividends, if any, are paid on the
restricted stock.

(4) All other compensation in 2002 includes matching and discretionary
contributions made under Newberry Federal's 401(k) Plan of $9,513 and
$9,640, employer contributions credited under the ESOP valued at $28,984
and $28,984 and amounts attributable to the benefit of executive officers
pursuant to a split dollar life insurance arrangement of $17,494 and $9,914
for Mr. Johnson and Mr. Sligh, respectively.

Option Value at Fiscal Year End

Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs In-the-Money Options/SARs
at Fiscal Year-End at Fiscal Year-End(1)
---------------------------- ---------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------

J. Thomas Johnson ......... 7,803 31,211 $ 73,426 $ 293,426
Steve P. Sligh ............ 7,803 31,211 73,426 293,426
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(1) Value of unexercised in-the-money stock options equals the market value of
shares covered by in-the-money options on September 30, 2002 ($25.85 per
share) less the option exercise price ($16.44 per share). Options are
in-the-money if the market value of shares covered by the options is
greater than the exercise price.

Employment Agreements

Effective July 5, 2000, Newberry Federal and DutchFork Bancshares entered
into three-year employment agreements with Messrs. Johnson and Sligh.

Under the employment agreements the current base salaries for Messrs.
Johnson and Sligh are $235,400, and $201,000, respectively, which amounts are
paid by Newberry Federal and may be increased at the discretion of the Board of
Directors or an authorized committee of the Board. On the anniversary of the
commencement date of the employment agreements, the term of the agreements may
be extended for an additional year at the discretion of the Board. The
agreements are terminable by Newberry Federal or DutchFork Bancshares at any
time, by Messrs. Johnson and Sligh if either executive is assigned duties
inconsistent with his initial position, duties, responsibilities and status, or
upon the occurrence of certain events specified by federal regulations. If
Messrs. Johnson or Sligh are terminated from employment without cause or upon
either executive's voluntary termination following the occurrence of an event
described in the preceding sentence, Newberry Federal would be required to honor
the terms of the agreement through the expiration of the current term, including
payment of current cash compensation and continuation of employee benefits.

The employment agreements also provide for a severance payment and other
benefits in the event of involuntary termination of employment in connection
with any change in control of DutchFork Bancshares or Newberry Federal. A
severance payment also will be provided on a similar basis in connection with a
voluntary termination of employment where, after a change in control, Mr.
Johnson or Mr. Sligh is assigned duties inconsistent with the executive's
position, duties, responsibilities and status immediately before such change in
control.

The maximum present value of the severance benefits under the employment
agreements is 2.99 times Messrs. Johnson's or Sligh's average annual
compensation during the five-year period preceding the effective date of the
change in control (the "base amount"). The employment agreements provide that
the value of the maximum benefit may be distributed, at the executive's
election, in the form of a lump sum cash payment equal to 2.99 times the
executive's base amount or a combination of a cash payment and continued
coverage under Newberry Federal's health, life and disability programs for a
36-month period following the change in control, the total value of which does
not exceed 2.99 times the executive's base amount. Section 280G of the Internal
Revenue Code provides that severance payments that equal or exceed three times
the individual's base amount are deemed to be "excess parachute payments" if

they are contingent upon a change in control. Individuals receiving excess
parachute payments are subject to a 20% excise tax on the amount of the payment
in excess of the base amount, and the Company would not be entitled to deduct
such amount.

The employment agreements restrict Messrs. Johnson's and Sligh's right to
compete against DutchFork Bancshares and Newberry Federal for a period of one
year from the date of termination of each executive's agreement if he
voluntarily terminates employment, except in the event of a change in control.

Executive Life Insurance Program

In 1995, Newberry Federal entered into split dollar life insurance
agreements with Messrs. Johnson and Sligh to provide them with additional life
insurance protection. In connection with the agreements, Newberry Federal has
acquired life insurance which provides a death benefit of $1.1 million for each
officer. Each officer pays the share of the annual premium attributable to the
cost of the life insurance coverage they receive under the policies in an amount
determined under federal tax law rules. Upon the termination of employment of
Messrs. Johnson or Sligh, Newberry Federal will receive a refund of premiums
paid with respect to the policies, and the officer will have the option of
continuing the policies at their expense. Newberry Federal has paid all required
premiums with respect to the policies.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10% of any
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Executive officers, directors and greater than 10% stockholders are required by
regulation to furnish the Company with copies of all Section 16(a) reports they
file.

Based solely on the Company's review of copies of the reports it has
received and written representations provided to it from the individuals
required to file the reports, the Company believes that during the fiscal year
ended September 30, 2002, its executive officers, directors and greater than 10%
beneficial owners complied with all applicable filing requirements.

Transactions with Management

Federal regulations require that all loans or extensions of credit to
executive officers and directors must generally be made on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons, unless the loan or
extension of credit is made under a benefit program generally available to all
other employees and does not give preference to any insider over any other
employee, and must not involve more than the normal risk of repayment or present
other unfavorable features. Newberry Federal's policy is not to make any new
loans or extensions of credit to Newberry Federal's executive officers and
directors at different rates or terms than those offered to the general public.
In addition, loans made to a director or executive officer in an amount that,
when aggregated with the amount of all other loans to the person and his or her
related interests, are in excess of the greater of $25,000 or 5% of Newberry
Federal's capital and surplus, up to a maximum of $500,000, must be approved in

advance by a majority of the disinterested members of the board of directors.

Proposal 2 -- Ratification of Independent Auditor

The Board of Directors has appointed Clifton D. Bodiford, CPA to be the
Company's independent auditor for the 2003 fiscal year, subject to ratification
by stockholders. A representative of Clifton D. Bodiford, CPA is expected to be
present at the annual meeting to respond to appropriate questions from
stockholders and will have the opportunity to make a statement should he desire
to do so.

If the ratification of the appointment of the independent auditors is not
approved by stockholders at the annual meeting, the Board of Directors will
consider other independent auditors. The Board of Directors recommends that
stockholders vote FOR the ratification of the appointment of independent
auditors.

The following table sets forth the fees billed to the Company for the
fiscal year ended September 30, 2002 by Clifton D. Bodiford, CPA:

Audit fees................................................. $53,624
Financial information and systems design and
implementation fees..................................... $ --
All other fees*............................................ $46,861

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

* Includes fees for tax-related services and assistance with securities
filings.

The Audit Committee believes that the provision of non-audit services by
Clifton D. Bodiford, CPA is compatible with maintaining Clifton D. Bodiford,
CPA's independence.

Report of the Audit Committee

The Audit Committee of the Board of Directors is responsible for exercising
independent, objective oversight of DutchFork Bancshares' independent auditors,
accounting functions and internal controls. The Audit Committee is comprised of
three directors, each of whom is independent under The Nasdaq Stock Market,
Inc.'s listing standards. The Audit Committee acts under a written charter
adopted by the Board of Directors, a copy of which is attached to this proxy
statement as Appendix A.

The Audit Committee reviewed and discussed the annual financial statements
with management and the independent accountants. As part of this process,
management represented to the Audit Committee that the financial statements were
prepared in accordance with generally accepted accounting principles. The Audit
Committee also received and reviewed written disclosures and a letter from the
accountants concerning their independence as required under applicable standards
for auditors of public companies. The Audit Committee discussed with the
accountants the contents of such materials, the accountant's independence and
the additional matters required under Statement on Auditing Standards No. 61.
Based on such review and discussion, the Audit Committee recommended that the
Board of Directors include the audited consolidated financial statements in
DutchFork Bancshares' Annual Report on Form 10-KSB for the year ended September
30, 2002 for filing with the Securities and Exchange Commission.
9

Members of the Audit Committee:

Robert E. Livingston, III
Robert W. Owen
James E. Wiseman, Jr.

Stockholder Proposals and Nominations

The Company must receive proposals that stockholders seek to include in the
proxy statement for the Company's next annual meeting no later than August 18,
2003. If next years annual meeting is held on a date more than 30 calendar days
from February 5, 2004, a stockholder proposal must be received by a reasonable
time before the Company begins to print and mail its proxy solicitation
materials for such annual meeting. Any stockholder proposals will be subject to
the requirements of the proxy rules adopted by the Securities and Exchange
Commission.

The Company's Bylaws provides that in order for a stockholder to make
nominations for the election of directors or proposals for business to be
brought before the annual meeting, a stockholder must deliver notice of such
nominations and/or proposals to the Secretary not less than 90 days before the
date of the annual meeting; provided that if less than 100 days' notice or prior
public disclosure of the date of the annual meeting is given to stockholders,
such notice must be delivered not later than the close of the tenth day
following the day on which notice of the date of the annual meeting was mailed
to stockholders or prior public disclosure of the meeting date was made. A copy
of the Bylaws may be obtained from the Company.

Miscellaneous

The Company will pay the cost of this proxy solicitation. 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 DutchFork Bancshares common stock. In addition to
soliciting proxies by mail, directors, officers and regular employees of the
Company may solicit proxies personally or by telephone without receiving
additional compensation.

The Company's Annual Report to Stockholders has been mailed to all persons
who were stockholders as of the close of business on December 9, 2002. Any
stockholder who has not received a copy of the Annual Report may obtain a copy
by writing to the Secretary of the Company. The Annual Report is not to be
treated as part of the proxy solicitation material or as having been
incorporated in this proxy statement by reference.

A copy of the Company's Form 10-KSB, without exhibits, for the fiscal year
ended September 30, 2002, as filed with the Securities and Exchange Commission,
will be furnished without charge to stockholders as of the close of business on
December 9, 2002 upon written request to Robert E. Livingston, III, Corporate
Secretary, DutchFork Bancshares, Inc., 1735 Wilson Road, Newberry, South
Carolina 29108.

If you and others who share your address own your shares in street name,
your broker or other holder of record may be sending only one annual report and
proxy statement to your address. This practice, known as "householding," is
designed to reduce our printing and postage costs. However, if a shareholder
residing at such an address wishes to receive a separate annual report or proxy
statement in the future, he or she should contact the broker or other holder of
record. If you own your shares in street name and are receiving multiple copies
of our annual report and proxy statement, you can request householding by
contacting your broker or other holder of record.

Whether or not you plan to attend the annual meeting, please vote by
marking, signing, dating and promptly returning the enclosed proxy card in the
enclosed envelope.

BY ORDER OF THE BOARD OF DIRECTORS

By: /s/ Robert E. Livingston, III
-----------------------------
Robert E. Livingston, III
Corporate Secretary

Newberry, South Carolina
December 16, 2002

APPENDIX A

DUTCHFORK BANCSHARES, INC.
CHARTER - AUDIT COMMITTEE

Mission Statement

The Board of Directors (the "Board") of DutchFork Bancshares, Inc.'s (the
"Company") has established an Audit Committee (the "Committee") to assist the
Board of Directors in overseeing all material aspects of the Company's financial
reporting, internal control and audit functions, including a particular focus on
the qualitative aspects of financial reporting to stockholders, on compliance
with significant applicable legal, ethical, and regulatory requirements and to
ensure the objectivity of the financial statements. The Committee's role also
includes maintenance of strong, positive working relationships with management,
external and internal auditors, counsel, and other Committee advisors.

Organization

Committee Composition. The Committee shall consist of at least three board
members as determined by the Board, all of whom shall be independent of
management and the Company and are free from any relationship, that in the
opinion of the Board, would interfere with their exercise of independent
judgment as a committee member. A Committee member may neither accept any
consulting, advisory, or other compensatory fee from the Company nor be
affiliated with the Company, or any of its subsidiaries except in his or her
capacity as a member of the Board. Committee members shall meet the independence
and financial expert requirements of the Nasdaq Stock Market, Section 10A(m)(3)
of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and
the rules and regulations of the Securities and Exchange Commission. Committee
members shall not simultaneously serve on the audit committees of more than two
public companies, including the Company. Committee appointments, including
selection of the Committee chairperson, shall be approved annually by the full
Board.

Meetings. The Committee shall meet at least quarterly. Additional meetings
shall be scheduled as considered necessary by the committee or chairperson. A
quorum of the Committee shall be declared when a majority of the appointed
members of the Committee are in attendance.

External Resources. The Committee shall be authorized to access internal
and external resources, as the Committee requires, to carry out its
responsibilities. The Committee shall be empowered to retain independent counsel
and other advisors as it determines necessary to carry out its duties and to
assist in the conduct of any investigation. The Company will provide the
appropriate funding as determined by the Committee for the payment of
compensation to auditors and advisors.

Roles and Responsibilities

Communication with the Board of Directors and Management

o The chairperson and others on the Committee shall, to the extent
appropriate, have contact throughout the year with senior management,
the Board, external and internal auditors and legal counsel, as
applicable, to strengthen the Committee's knowledge of relevant
current and prospective business issues, risks and exposures. This
will include requests by the Committee that members of management,
counsel, and the internal and external auditors, as applicable,
participate in Committee meetings, as necessary, to carry out the
Committee's responsibilities.

o The Committee, with input from management and other key Committee
advisors, shall develop an annual plan, which shall include an agenda
and procedures for the review of the Company's quarterly financial
data, its year end audit, the procedures and results of the internal
audit and the review of the independence of its accountants.

o The Committee, through the committee chairperson, shall report
periodically, as deemed necessary, but at least semi-annually, to the
full Board.

o The Committee shall make recommendations to the full Board regarding
the compensation to be paid to the external auditors and its views
regarding the retention of the external auditors for the upcoming
fiscal year.

Review of the Internal Audit

o The internal audit function shall be the responsibility of the Board
through the Committee.

o The Committee shall review and assess the annual internal audit plan,
including the activities and organizational structure of the internal
audit function.

o If auditors identify significant issues relative to the overall board
responsibility that have been communicated to management but, in their
judgment, have not been adequately addressed, they should communicate
these issues to the Committee.

o The Committee shall meet with the internal auditors, at least
annually, to review the status of the internal audit activities, any
significant findings and recommendations by the internal auditors and
management's response.

o If the internal auditors identify significant issues relative to the
overall board responsibility that have been communicated to management
but, in their judgment, have not been adequately addressed, they shall
communicate these issues to the Committee and the committee shall
inform the full Board, if, after its consideration, the Committee
concurs with the judgment of the internal auditors.

o The Committee shall have in place procedures for 1) receiving
complaints regarding accounting, internal accounting controls, or
auditing matters, and 2) the confidential, anonymous submission by
employees of concerns regarding questionable accounting practices.

Review of the External Audit

o The Committee shall meet with the external auditors, at least
annually, who shall report all relevant issues to the Committee.

o The external auditors, in their capacity as independent public
accountants, shall be responsible to the Committee as representatives
of the stockholders.

o The Committee shall review the annual financial statements, including
the overall scope and focus of the annual audit. This review shall
include a determination of whether the annual financial statements are
complete and consistent with the information known to Committee
members. This review shall also include a review of key financial
statement issues and risks, their impact or potential effect on
reported financial information, the processes used by management to
address such matters, related auditor views, and the basis for audit
conclusions. Any important conclusions concerning the year-end audit
work shall be discussed by the Committee and reported to the full
Board well in advance of the public release of the annual financial
statements.

o The Committee shall annually review the performance (effectiveness,
objectivity, and independence) of the external auditors. The Committee
shall ensure receipt of a formal written statement from the external
auditors consistent with standards set by the Independence Standards
Board. Additionally, the Committee shall discuss with the auditor any
relationships or services that may affect auditor objectivity or
independence. If the Committee is not satisfied with the auditors'
assurances of independence, it shall take or recommend to the full
Board appropriate action to ensure the independence of the external
auditor.

A-2

o The Committee shall be responsible for the appointment, compensation,
and oversight of the independent auditor employed by the Company
(including resolution of disagreements between management and the
auditor regarding financial reporting) for the purpose of preparing or
issuing an audit report or related work, and each such registered
public accounting firm shall report directly to the Committee.

o The Committee shall review any important recommendations from the
external auditors on financial reporting, controls, or other matters,
and management's response.

o If the external auditors identify significant issues relative to the
overall board responsibility that have been communicated to management
but, in their judgment, have not been adequately addressed, they shall
communicate these issues to the Committee and the Committee shall
inform the full Board, if, after its consideration, the Committee
concurs with the judgment of the external auditors.

o The Committee shall ensure that the independent auditor does not
provide any non-audit services to the Company that are prohibited by
law or regulation.

o The Committee shall be responsible for approval of all non-audit
services provided by the current independent auditor that are not
otherwise disallowed herein, by law or regulation.

o The Committee shall review and approve all related-party transactions.

Reporting to Stockholders

o The Committee should be briefed on the processes used by management in
producing its interim financial statements and review and discuss with
management any questions or issues concerning the statements. Any
important issues on interim financial statements shall be discussed by
the Committee well in advance of the public release of the interim
financial statements and, if deemed appropriate in the discretion of
the committee, reported to the full Board.

o The Committee will ensure that management requires that the external
auditors review the financial information included in the Company's
interim financial statements before the Company files its quarterly
reports with the Securities and Exchange Commission.

o The Committee shall review all major financial reports in advance of
filing or distribution, including the annual report.

o The Committee shall annually provide a written summary report of the
scope of its activities. This may be identical to the report and
findings, a copy of which shall be included within the proxy statement
for the annual meeting. The report shall appear over the names of the
Committee. Such report shall be furnished to and approved by the full
Board of directors prior to its inclusion in the proxy statement. The
report will state whether the Committee: (i) has reviewed and
discussed the audited financial statements with management; (ii) has
discussed with the independent auditors the matters to be discussed by
Statement of Auditing Standards No. 61; (iii) has received the written
disclosures and the letter from the independent auditors regarding the
independence required by Independence Standards Board Standard No. 1;
(iv) has discussed with the auditors their independence; and (iv)
based on the review and discussion of the audited financial statements
with management and the independent auditors, has recommended to the
board of directors that the audited financial statements be included
in the Company's annual report on Form 10-KSB. The report appearing in
the proxy statement shall avail itself of the safe harbors in
paragraph (c) of Item 306 of Regulation S-B and paragraph (e)(v) of
Schedule 14 A under the Exchange Act unless the full Board has
determined, after being fully informed, that the report, or any
portion thereof, be treated as "soliciting material" or "filed" under
Regulation 14 A or 14 C or be incorporated into a document filed under
the Securities Act of 1933, as amended, or the Exchange Act.

A-3

o The Company shall disclose that the Committee is governed by a written
charter, a copy of which has been approved by the full Board. The
Committee shall review the charter annually, assess its adequacy and
propose appropriate amendments to the full Board. A copy of the
charter shall be filed as an appendix to the proxy statement at least
every three years.

o The Company shall also disclose in its proxy statement the
independence of the Committee.

Regulatory Examinations

o The Committee shall review the results of examinations by regulatory
authorities and management's response to such examinations.

Committee Self Assessment and Education

o The Committee shall review, discuss, and assess its own performance as
well as the committee role and responsibilities, seeking input from
senior management, the full Board and others.

o The Committee shall review significant accounting and reporting
issues, including recent professional and regulatory pronouncements
and understand their impact on the Company's business, results of
operation and financial statements.

While the Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits or to
determine that the Company's financial statements are complete and accurate and
prepared in accordance with generally accepted accounting principles. This is
the responsibility of management and the independent auditor.

A-4

REVOCABLE PROXY
DUTCHFORK BANCSHARES, INC.
ANNUAL MEETING OF STOCKHOLDERS

February 5, 2003
2:00 p.m., Local Time
--------------------------------

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Robert E. Livingston, James E. Wiseman and
Steve P. Sligh with full power of substitution, to act as proxy for the
undersigned, and to vote all shares of common stock of DutchFork Bancshares,
Inc. (the "Company") which the undersigned is entitled to vote only at the
annual meeting of stockholders, to be held on February 5, 2003, at 2:00 p.m.,
local time, at Newberry Federal Savings Bank's Training/Meeting Room located at
1735 Wilson Road (entrance facing Alex Avenue), Newberry, South Carolina and at
any and all adjournments of the meeting with all of the powers the undersigned
would possess if personally present at such meeting as follows:

1. The election as directors of all nominees listed (unless the "FOR ALL
EXCEPT" box is marked and the instructions below are complied with).

J. Thomas Johnson and Dr. Robert W. Owen

FOR VOTE WITHHELD FOR ALL EXCEPT
--- ------------- --------------

[ ] [ ] [ ]

INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name on the line provided below.

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

2. The ratification of the appointment of Clifton D. Bodiford, CPA as
independent auditor of DutchFork Bancshares, Inc. for the fiscal year
ending September 30, 2003.

FOR AGAINST ABSTAIN
--- ------- -------
[ ] [ ] [ ]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.

This proxy, properly signed and dated, is revocable and will be voted as
directed, but if no instructions are specified, this proxy will be voted "FOR"
each of the proposals listed only if signed and dated. If any other business is
presented at the annual meeting, including whether or not to adjourn the
meeting, this proxy will be voted by the proxies in their best judgment. At the
present time, the Board of Directors knows of no other business to be presented
at the annual meeting. This proxy also confers discretionary authority on the

Board of Directors to vote with respect to the election of any person as
director where the nominees are unable to serve or for good cause will not serve
and matters incident to the conduct of the meeting.

Dated:
------------------------------------

-----------------------------------------
SIGNATURE OF STOCKHOLDER

-----------------------------------------
SIGNATURE OF CO-HOLDER (IF ANY)

The above signed acknowledges receipt from the Company prior to the
execution of this proxy of a notice of annual meeting of stockholders and of a
proxy statement for the annual meeting and of an Annual Report to Stockholders.

Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder may sign but only one signature
is required.
-----------------------------------------

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

Newberry Federal Savings Bank Letterhead

Dear ESOP Participant:

On behalf of the Board of Directors of DutchFork Bancshares, Inc. (the
"Company"), I am forwarding to you a green vote authorization form for the
matters to be voted on at the Annual Meeting of Stockholders of DutchFork
Bancshares, Inc. on February 5, 2003, along with a Notice and Proxy Statement
for the Company's Annual Meeting and a Company Annual Report. As a participant
in the Newberry Federal Savings Bank Employee Stock Ownership Plan (the "ESOP")
you are entitled to instruct the trustee of the ESOP how to vote the shares of
Company common stock allocated to your account in the ESOP.

As a participant in the ESOP, you are entitled to vote all shares of
Company common stock allocated to your account as of December 9, 2002. These
allocated shares of Company common stock will be voted as directed by you, so
long as your instructions are received by the ESOP Trustees by January 29, 2003.
The ESOP Trustees, subject to their fiduciary duties, will vote any unallocated
shares of Company common stock and any allocated shares of Company common stock
for which timely instructions are not provided in a manner calculated to most
accurately reflect the instructions from participants regarding the shares of
Company common stock allocated to participants' accounts.

At this time, in order to direct the voting of the share of Common Stock
allocated to your account under the ESOP, please complete and sign the enclosed
green vote authorization form and return it in the enclosed postage-paid
envelope no later than January 29, 2003. Your vote will not be revealed,
directly or indirectly, to any officer, employee or director of the Company or
the Newberry Federal Savings Bank. The votes will be tallied by the ESOP trustee
and the ESOP Trustee will use the voting instructions it receives to vote the
shares of Common Stock in the ESOP Trust.

Sincerely,

/s/ J. Thomas Johnson
-------------------------------
J. Thomas Johnson
Chairman of the Board and Chief
Executive Officer

Name:----------------------
Shares: -------------------

VOTE AUTHORIZATION FORM
-----------------------

I understand that First Bankers Trust Company, the ESOP Trustee, is the
holder of record and custodian of all shares allocated to me of DutchFork
Bancshares, Inc. (the "Company") common stock under the Newberry Federal Savings
Bank Employee Stock Ownership Plan. I understand that my voting instructions are
solicited on behalf of the Company's Board of Directors for the Annual Meeting
of Stockholders to be held on February 5, 2003.

Accordingly, you are to vote my shares as follows:

1. The election as Directors of all nominees listed (unless the "FOR ALL
EXCEPT" box is marked and the instructions below are complied with).

J.Thomas Johnson and Dr. Robert W. Owen

FOR VOTE WITHHELD ALL FOR EXCEPT
--- ------------- --------------
[ ] [ ] [ ]

INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name on the line provided below.

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

2. The ratification of the appointment of Clifton D. Bodiford, CPA as
independent auditor of DutchFork Bancshares, Inc. for the fiscal year
ending September 30, 2003.

FOR AGAINST ABSTAIN
--- ------- -------
[ ] [ ] [ ]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.

The ESOP Trustee is hereby authorized to vote any shares allocated to me in
its trust capacity as indicated above.

Date Signature
-------------------------- ----------------------------

Please date, sign and return this form in the enclosed postage-paid
envelope no later than January 29, 2003.

Newberry Federal Savings Bank Letterhead

Dear 401(k) Plan Participant:

In connection with the Annual Meeting of Stockholders of DutchFork
Bancshares, Inc. (the "Company") which is the parent holding company for
Newberry Federal Savings Bank (the "Bank"), you may vote the shares of Company
common stock ("Common Stock") held in the DutchFork Bancshares, Inc. Stock Fund
("Employer Stock Fund") and credited to your account under the Newberry Federal
Savings Bank Employees' Savings and Profit Sharing Plan Trust ("401(k) Plan").

On behalf of the Board of Directors, I am forwarding to you the attached
yellow vote authorization form, provided for the purpose of conveying your
voting instructions to the Bank of New York, an unrelated corporate trustee for
the Employer Stock Fund (the "Employer Stock Fund Trustee"). The Employer Stock
Fund Trustee will vote those shares of Company common stock held in the 401(k)
Plan Trust. Also enclosed is a Notice and Proxy Statement for the Company's
Annual Meeting of Stockholders to be held on February 5, 2003 and a DutchFork
Bancshares, Inc. Annual Report to Stockholders.

As a 401(k) Plan participant investing in the Employer Stock Fund you are
entitled to direct the Employer Stock Fund Trustee as to the voting of Common
Stock credited to your account as of December 9, 2002, the record date for
stockholders entitled to vote. The Employer Stock Fund Trustee will vote all
shares of Common Stock for which no directions are given or for which timely
instructions were not received in a manner calculated to most accurately reflect
the instructions the Employer Stock Fund Trustee received from participants
regarding shares of Common Stock in their 401(k) Plan accounts.

At this time, in order to direct the voting of your shares of Common Stock
held in the Employer Stock Fund, you must complete and sign the enclosed yellow
vote authorization form and return it in the accompanying postage-paid envelope
by January 29, 2003. Your vote will not be revealed, directly or indirectly, to
any other officer or other employee or director of the Company or the Bank.

Sincerely,

/s/ J. Thomas Johnson
------------------------------------------
J. Thomas Johnson
Chairman of the Board, President and Chief
Executive Officer

Name:
-------------------------
Shares:
-----------------------

VOTE AUTHORIZATION FORM

I understand that The Bank of New York, the Employer Stock Fund Trustee, is
the holder of record and custodian of all shares credited to me of DutchFork
Bancshares, Inc. (the "Company") common stock under the DutchFork Bancshares,
Inc. Stock Fund. I understand that my voting instructions are solicited on
behalf of the Company's Board of Directors for the Annual Meeting of
Stockholders to be held on February 5, 2003.

Accordingly, you are to vote my shares as follows:

1. The election as Directors of all nominees listed (unless the "FOR ALL
EXCEPT" box is marked and the instructions below are complied with).

J.Thomas Johnson and Dr. Robert W. Owen

FOR VOTE WITHHELD ALL FOR EXCEPT
--- ------------- --------------
[ ] [ ] [ ]

INSTRUCTION: To withhold your vote for any individual nominee, mark "FOR ALL
EXCEPT" and write that nominee's name on the line provided below.

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

2. The ratification of the appointment of Clifton D. Bodiford, CPA as
independent auditor of DutchFork Bancshares, Inc. for the fiscal year
ending September 30, 2003.

FOR AGAINST ABSTAIN
--- ------- -------
[ ] [ ] [ ]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.

The Employer Stock Fund Trustee is hereby authorized to vote any shares
credited to me in its trust capacity as indicated above.

Date Signature
----------------------------- ---------------------------------
Please date, sign and return this form in the enclosed postage-paid
envelope no later than January 29, 2003.