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
    / /  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 Section 240.14a-12

                         StateFed Financial Corporation
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

--------------------------------------------------------------------------------
    (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)(1)
     and 0-11.

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

        ------------------------------------------------------------------------
    (2) Aggregate number of securities to which transaction applies:

        ------------------------------------------------------------------------
    (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):

        ------------------------------------------------------------------------
    (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.

/ / 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:

        ------------------------------------------------------------------------
    (2) Form, Schedule or Registration Statement No.:

        ------------------------------------------------------------------------
    (3) Filing Party:

        ------------------------------------------------------------------------
    (4) Date Filed:

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



                            [ON STATEFED LETTERHEAD]





                               September 28, 2001





Dear Fellow Stockholder:

         On behalf of the Board of Directors and management of StateFed
Financial Corporation (the "Company"), we cordially invite you to attend the
Annual Meeting (the "Meeting") of Stockholders of the Company. The Meeting will
be held at 2:00 p.m. Des Moines, Iowa time, on Wednesday, October 24, 2001, at
the Clive office of the Company located at 13523 University Avenue, Clive, Iowa
50325.

         In addition to the election of three directors, stockholders are being
asked to ratify the appointment of McGowen, Hurst, Clark & Smith, P.C. as the
Company's auditors for the fiscal year ending June 30, 2002. Accordingly, your
Board of Directors unanimously recommends that you vote for each of the
proposals.

         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.

         Thank you for your attention to this important matter.

                                           Very truly yours,


                                           /s/ Randall c. Bray
                                           --------------------------
                                           Randall C. Bray
                                           CHAIRMAN OF THE BOARD




                         STATEFED FINANCIAL CORPORATION
                             13523 University Avenue
                                Clive, Iowa 50325
                                 (515) 223-8484

                    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 StateFed Financial Corporation ("StateFed Financial" or the
"Company") will be held at the Clive office of the Company located at 13523
University Avenue, Clive, Iowa, at 2:00 p.m. Des Moines, Iowa 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 three directors of the Company;

          2.   The ratification of the appointment of McGowen, Hurst, Clark &
               Smith, P.C. 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 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. Stockholders of record at the close of business on September 24,
2001, are the stockholders entitled to vote at the Meeting, and any adjournments
thereof.

         You are requested to complete and sign the enclosed form of proxy 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/ Randall C. Bray
                                            --------------------------
                                            Randall C. Bray
                                            CHAIRMAN OF THE BOARD



Des Moines, Iowa
September 28, 2001



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

                         STATEFED FINANCIAL CORPORATION
                             13523 University Avenue
                                Clive, Iowa 50325
                                 (515) 2236-8484


                         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 StateFed Financial Corporation ("StateFed
Financial" or the "Company") of proxies to be used at the Annual Meeting of
Stockholders of the Company (the "Meeting") which will be held at the Clive
office of the Company, located at 13523 University Avenue, Clive, Iowa, on
Wednesday, October 24, 2001, at 2:00 p.m., Des Moines, Iowa time, and all
adjournments of the Meeting. The accompanying Notice of Meeting and this Proxy
Statement are first being mailed to stockholders on or about September 28, 2001.
Certain of the information provided herein relates to State Federal Savings and
Loan Association of Des Moines ("State Federal" or the "Association"), a wholly
owned subsidiary and predecessor of the Company.

         At the Meeting, stockholders of the Company are being asked to consider
and vote upon the election of three directors of the Company and to ratify the
appointment of McGowen, Hurst, Clark & Smith, P.C. as the Company's auditors for
the fiscal year ending June 30, 2002.

VOTE REQUIRED AND PROXY INFORMATION

         All shares of Company common stock ("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 and the adoption of the proposal set forth in this Proxy
Statement. The Company does not know of any matters, other than as described in
the Notice of Meeting, that are properly to come before the Meeting. If any
other matters are properly presented at the Meeting for action, the persons
named in the enclosed form of proxy and acting thereunder will have the
discretion to vote on such matters in accordance with their best judgment.

         Directors will be elected by a plurality of the votes cast. The
ratification of the appointment of McGowen, Hurst, Clark & Smith, P.C. as the
Company's independent 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" all nominees for election or withhold their votes from one or
more 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 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). Pursuant to the Company's Employee Stock Ownership Plan, unallocated
shares will be voted by the Trustee in the same proportion as allocated shares
voted by participants. Any written notice revoking a proxy should be delivered
to Andra K. Black, Secretary, StateFed Financial Corporation, 13523 University
Avenue, Clive, Iowa 50325.



VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

         Stockholders of record as of the close of business on September 24,
2001, will be entitled to one vote for each share then held. As of September 4,
2001 date, the Company had 1,277,326 shares of Common Stock issued and
outstanding. The following table sets forth as of June 30, 2001 information
regarding share ownership of: (i) those persons or entities known by management
to beneficially own more than five percent of the Company's Common Stock, (ii)
the Company's Chief Executive Officer, and (iii) all directors and executive
officers as a group.




                                                                                              SHARES      PERCENT
                                                                                           BENEFICIALLY      OF
                       BENEFICIAL  OWNER                                                       OWNED       CLASS
------------------------------------------------------------------                         -------------   ------

                                                                                                     
Krause Gentle Corporation(1)                                                                   149,000      11.7%
C/o James B. Langeness
Duncan, Green, Brown, Langeness & ECKLEY
380 Capital Square, 400 Locust Street
Des Moines, Iowa  50309

Statefed Financial Corporation Employee Stock Ownership Plan(2)                                 128,161     10.0
519 Sixth Avenue
Des Moines, Iowa  50309

John F. Golden(3)                                                                                97,096      7.6
Statefed Financial Corporation
519 Sixth Avenue
Des Moines, Iowa  50309

Andra K. Black, Co-president(4)                                                                  34,489      2.7
Statefed Financial Corporation
519 Sixth Avenue
Des Moines, Iowa  50309

Craig A. Wood, Co-president(5)                                                                   16,787      1.3
Statefed Financial Corporation
519 Sixth Avenue
Des Moines, Iowa  50309

Directors and Executive Officers of the Company and the Association as a Group                  152,654     11.6%
(8 Persons)(6)


-----------------------
(1)      The above information is as reported by Krause Gentle Corporation in an
         amended statement dated October 5, 2000 on Schedule 13-D/A filed
         pursuant to the Securities Exchange Act of 1934.
(2)      The amount reported represents shares held by the Employee Stock
         Ownership Plan ("ESOP"), of which 100,468 shares of Common Stock were
         allocated to accounts of participants. First Bankers Trust Company,
         N.A., The trustee of the ESOP, may be deemed to beneficially own all
         the shares held by the ESOP. 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 held by the ESOP
         are voted by the plan trustee in the manner that the plan trustee is
         directed to vote by the majority of the plan participants who directed
         the plan trustee as to the manner of voting the shares allocated to
         their plan accounts. If an ESOP participant fails to give timely voting
         instructions to the plan trustee with respect to the voting of the
         shares allocated to the participant's account, the plan trustee is
         entitled to vote such shares in its discretion.
(3)      Includes 77,396 shares held directly, 15,700 shares allocated to Mr.
         Golden's account pursuant to the ESOP and 4,000 shares subject to
         options granted to Mr. Golden under the Stock Option Plan.


                                       2


(4)      Includes 6,162 shares held directly, 12,853 shares allocated to Ms.
         Black's account pursuant to the ESOP and 15,474 shares subject to
         options granted to Ms. Black under the Stock Option Plan.

(5)      Includes 5,532 shares held jointly with his spouse, 11,155 shares
         allocated to Mr. Wood's account pursuant to the ESOP and 100 held by
         his child.

(6)      Includes shares held directly, as well as jointly with family members,
         and shares held in retirement accounts in a fiduciary capacity or by
         certain family members, with respect to which shares the listed
         individuals or group members may be deemed to have sole voting and
         investment power. This table also includes 12,853 and 11,155 shares
         allocated to the accounts of officers Black and Wood, respectively,
         pursuant to the Company's ESOP and 35,792 shares subject to options
         granted to directors and executive directors under the Company's Stock
         Option Plan.


Section 16(A) Beneficial Ownership Reporting Compliance.

         Section 16(a) of the SECURITIES EXCHANGE ACT of 1934 requires
StateFed's directors and executive officers, and persons who own more than 10%
of the company's common stock to report their initial ownership of the Company's
common stock and any subsequent changes in that ownership to the SEC. Specific
due dates for these reports have been established by the SEC and the Company is
required to disclose in this proxy statement any late filings or failures to
file.

         The Company believes, based solely on a review of the copies of such
reports furnished to us and written representations that no other reports were
required during the fiscal year ended June 30, 2001, all section 16(a) filing
requirements applicable to our executive officers, directors and greater than
10% beneficial owners were complied with.










                                       3




                        PROPOSAL I. ELECTION OF DIRECTORS

GENERAL

         The Company's Board of Directors currently consists of eight members.
All present members of the Company's Board of Directors are also members of the
Association's Board of Directors. The Board is divided into three classes, each
of which contains approximately one-third of the Board. Approximately one-third
of the directors is elected annually. Directors of the Company are generally
elected to serve for a three-year period or until their respective successors
are elected and duly qualified.

         The table below sets forth certain information, as of June 30, 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 any nominee may be unable to serve, if elected. Except as disclosed herein,
there are no arrangements or understandings between the nominee and any other
person pursuant to which the nominee was selected.



                                                                                               SHARES OF
                                                                                                 COMMON
                                                                                     TERM       STOCK       PERCENT
                                                                         DIRECTOR     TO      BENEFICIALLY    OF
          NAME              AGE(1)  POSITION(S) HELD IN THE COMPANY      SINCE(2)   EXPIRE     OWNED(3)     CLASS(4)
          -----             ------  ---------------------------------    --------- ---------  ------------  --------

                                                NOMINEES

                                                                                     
Craig Wood                    43    Co-President and Director              1995       2004       16,787(5)     1.3%
Harry A. Winegar              73    Director                               1977       2004       28,266(6)      2.2
William T. Nassif             51    Director                               2000       2004        3,686(7)        *

                         DIRECTORS CONTINUING IN OFFICE

Randall C. Bray               57    Chairman of the Board                  2001       2002             ---      ---
Kevin J. Kruse                41    Director                               1993       2002       17,804(8)      1.4
Eugene M. McCormick           74    Director                               1979       2003       40,266(9)      3.2
Sidney M. Ramey               61    Director                               1987       2003      13,044(10)      1.0
Andra K. Black                54    Co-President and Director              1995       2003      34,489(11)      2.7

-------------------------------
*        less than 1%
(1)      At June 30, 2001.
(2)      Includes service as a director of the Association.
(3)      Amounts include shares held directly, as well as shares which are held
         in retirement accounts, or held by certain members of the named
         individuals' families, or held by trusts of which the named individual
         is a trustee or substantial beneficiary, with respect to which shares
         the respective directors may be deemed to have sole or shared voting
         and/or investment power. Amounts also include 7,744, 5,344, 4,544 and
         2,686 shares subject to options granted to Directors Ramey, Winegar,
         Kruse and Nassif, and 15,474 shares subject to options granted to
         Co-President Black under the Stock Option Plan which options are
         exercisable within 60 days of June 30, 2001.
(4)      Percentage is calculated based on 1,277,326 shares of Common Stock
         outstanding as of September 4, 2001.
(5)      Includes 5,532 shares held jointly with his spouse, 11,155 shares
         allocated to Mr. Wood's account pursuant to the ESOP and 100 held by
         his child.
(6)      Includes 22,922 shares held directly and 5,344 shares subject to
         options granted to Mr. Winegar under the Stock Option Plan.
(7)      Includes 1,000 shares held directly and 2,686 shares subject to options
         granted to Mr. Nassif under the Stock Option Plan.

                                       4


(8)      Includes 11,572 shares held directly, 1,688 shares held by Mr. Kruse's
         spouse and 4, 544 shares subject to options granted to Mr. Kruse's
         spouse under the Stock Option Plan.
(9)      Includes 39,266 shares held directly and 1,000 shares held by Mr.
         McCormick's spouse.
(10)     Includes 4,040 shares held directly, 1,260 shares held by Mr. Ramey's
         spouse and 7,744 shares subject to options granted to Mr. Ramey under
         the Stock Option Plan.
(11)     Includes 6,162 shares held directly, 12,853 shares allocated to Ms.
         Black's account pursuant to the ESOP and 15,474 shares subject to
         options granted to Ms. Black under the Stock Option Plan.

         The business experience of each director of the Company is set forth
below. All directors have held their present position for at least five years
unless otherwise indicated.

         CRAIG WOOD. On July 1, 2000 Mr. Wood became Co-President of the
Company. Prior to this appointment, Mr. Wood served as Senior Vice President. In
addition to his duties as Co-President, Mr. Wood oversees the mortgage lending
and regulatory compliance of the lending department of the Association. Mr. Wood
joined the Association in 1986 as a loan officer and was subsequently promoted
to his current position. Mr. Wood is the son-in-law of the former Chairman of
the Board John Golden.

         HARRY A. WINEGAR. Mr. Winegar is currently retired. Until his
retirement in 1992, Mr. Winegar was a consultant and appraiser for Carlson,
McClure & McWilliams, Inc. a real estate appraisal firm located in Des Moines,
Iowa.

         WILLIAM T. NASSIF. On July 1, 2000, Mr. William T. Nassif was appointed
to the board of directors. Mr. Nassif is the staff attorney for Legal Services
Corporation of Iowa. Legal Services Corporation provides legal services for low
income Iowans.

         RANDALL C. BRAY. Mr. Bray was elected Chairman of the Board in April,
2001. Mr. Bray is President of Greyhawk Partners and has been involved in the
financial services business for more than 30 years. He has been President and
CEO of Midland Savings Bank in Des Moines and was also Chairman and Founder of
The Evergreen Group, a distributor of insurance products to the banking
industry.

         KEVIN J. KRUSE. Mr. Kruse is the Senior Vice President and Corporate
Counsel Diversified Management Services, Inc. a trade association headquartered
in Des Moines, Iowa.

         EUGENE M. MCCORMICK. Mr. McCormick is currently retired. Until 1993, he
practiced dentistry in Des Moines, Iowa.

         SIDNEY M. RAMEY. Since 1982, Mr. Ramey has been the President of
Peoples Abstract Company, a title search company located in Des Moines, Iowa.

         ANDRA K. BLACK. On July 1, 2000, Ms. Black became Co-President of the
Company. Prior to this appointment, Ms. Black served as Executive Vice
President. In addition to her duties as Co-President, Ms. Black is responsible
for the operations and savings departments, which include compliance with
savings regulations and disclosures, general office administration and reporting
to the Office of Thrift Supervision ("OTS") and the Internal Revenue Service
("IRS"). Ms. Black also oversees the maintenance of the general ledger and
monthly reporting.

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. The Board of Directors met
14 times during fiscal 2001. 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 or she served.

         The Board of Directors of the Company has standing Executive, Audit,
and Stock Option and MRP Committees.


                                       5



         The Executive Committee is comprised of Chairman Bray, and Directors
Wood and Black. The Executive Committee meets on an as needed basis and
exercises the power of the Board of Directors between Board meetings. This
Committee met 26 times during fiscal 2001.

         The Audit Committee of the Company operates under a written charter
adopted by the full Board of Directors, a copy of which is attached as Appendix
A to this proxy statement. The Audit Committee is composed of Directors
McCormick, Ramey, Kruse, Nassif and Winegar. All are"independent directors" as
defined in the Nasdaq Stock Market rules. This committee is responsible for the
review of the company's annual audit report prepared by our independent
auditors. The functions of the Audit Committee include:

         o        reviewing significant financial information for the purpose of
                  giving added assurance that the information is accurate and
                  timely and that it includes all appropriate financial
                  statement disclosures;

         o        ascertaining the existence of effective accounting and
                  internal control systems; and

         o        overseeing the entire audit function both internal and
                  independent.

         In fiscal 2001, this committee met twice.

         The Stock Option and MRP Committee is composed of Directors McCormick,
Ramey, Winegar, Kruse and Nassif. This Committee is responsible for
administering the Company's Stock Option Plan and the MRP. This Committee did
not meet during the fiscal year ended June 30, 2001.

         The entire Board of Directors acts as a nominating committee for
selecting nominees for election as directors. Pursuant to the Company's Bylaws,
nominations by stockholders must be delivered in writing to the Secretary of the
Company at least 60 days before the date of the Meeting. If less than 40 days'
notice of the date of the meeting is given or made to stockholders, nominations
must be received by the Company not later than the close of business on the
tenth day following the day on which notice of the date of the meeting was
mailed. In addition to meeting the applicable deadline, nominations must be
submitted in accordance with certain requirements specified in the Company's
by-laws.

         MEETINGS AND COMMITTEES OF THE ASSOCIATION. Meetings of the
Association's Board of Directors are generally held on a monthly basis. The
Board of Directors met 14 times during the fiscal year ended June 30, 2001.
During fiscal 2001, no incumbent director of the Association 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 or she
served.

         The Association has standing Executive, Outside Audit, Inspection,
Loan, Appraisal, Investment Environmental Risk, Insurance, Assets Management
Budget and Employee Salary and Benefit Committees. A description of each
committee of the Association is set forth below.

         The Executive Committee of the Board of Directors generally acts in
lieu of the full Board of Directors between board meetings. The Executive
Committee also has responsibility for oversight of the Association's lending
policies. This committee consists of three persons including the Chairman Bray,
Directors Black and Wood. During the fiscal year ended June 30, 2001, this
committee met 26 times.

         The Outside Audit Committee is composed of Directors McCormick, Ramey,
Winegar, Nassif and Kruse. The Outside Audit Committee meets on an annual basis
and is responsible for reviewing the annual audit report and making
recommendations to the Board of Directors with respect to the Association's
independent auditors. This committee met twice during the year ended June 30,
2001.

         The Inspection Committee is responsible for review of construction loan
activity including on-site inspection of property. Members of this committee
include Chairman Bray, Director Wood and Mary Simon. This committee meets on an
as needed basis and is usually combined with the Loan Committee meeting. The
Inspection Committee met 10 times during fiscal 2001.



                                       6



         The Loan Committee is responsible for evaluating and approving all loan
applications. The current members of this committee are Chairman Bray, Directors
Black and Wood and Vice Presidents Komma and Stravers, and Mary Simon. This
committee meets weekly and on an as needed basis. The committee met 30 times
during the year ended June 30, 2001.

         The Appraisal Committee is comprised of Chairman Bray, Directors Black
and Wood, and Director of Development Sinnwell. This committee evaluates
appraisers' applications and recommends approval or disapproval to the board.
This committee is usually combined with the Loan Committee meeting. The
committee meets on an as needed basis and met twice during the year ended June
30, 2001.

         The Investment Committee meets on an as needed basis to review and
approve investments of the Association and set investment strategies. The
meeting is usually combined with the Executive Committee meeting. The members of
this committee are Chairman Bray and Directors Black and Wood. This committee
met 10 times during the year ended June 30, 2001.

         The Environmental Risk Committee is comprised of Chairman Bray and
Director Wood. This committee reviews the environmental risk regulations and the
impact of such regulations on loan applications. Meetings of this committee are
held on an as needed basis and are usually combined with the Loan Committee
meeting. The Environmental Risk Committee did not meet during fiscal 2001.

         The Insurance Committee is comprised of Chairman Bray and Director
Black. It meets annually to discuss renewal of existing insurance policies and
on an as needed basis. This committee met once during fiscal 2001.

         The Asset Management Committee meets annually and on an as needed basis
to discuss asset/liability strategy. The current members of the Asset Management
Committee are Chairman Bray and Directors Black and Wood. During fiscal 2001,
the Committee met once.

         The Budget Committee is comprised of Chairman Bray and Director Black.
The Budget Committee meets annually to determine the budget and at least
quarterly to review the budget. The Budget Committee met five times during the
year ended June 30, 2001.

         The Employee Salary and Benefit Committee determines the salaries and
benefits of the employees of the Association. Directors McCormick, Winegar,
Kruse, Nassif and Ramey comprise the committee. The committee met once during
fiscal 2001.










                                       7


             REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

         THE FOLLOWING REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
SHALL NOT BE DEEMED TO BE SOLICITING MATERIAL OR TO BE INCORPORATED BY REFERENCE
BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO
ANY FILING UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF
1934, EXCEPT TO THE EXTENT THE COMPANY SPECIFICALLY INCORPORATES THIS REPORT
THEREIN, AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.

         The Board of Directors has adopted a charter for the Audit Committee,
which charter is attached as Appendix A to this proxy statement. The Audit
Committee has issued the following report with respect to the audited financial
statements of the Company for the fiscal year ended June 30, 2001.

                             AUDIT COMMITTEE MATTERS

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

         The Audit and Finance Committee has reviewed and discussed with the
independent accountants the matters required to be discussed by SAS 61
(Codification of Statements no Auditing Standards, AU 380).

         The Audit Committee has also received the written disclosures and the
letter from the Company's independent auditors required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees).
The Committee has discussed with the independent auditors that firm's
independence. The Audit Committee has considered whether the provision of
non-audit services is compatible with maintaining the principal auditor's
independence; and

         Based upon the Committee's discussions and review described above, the
Committee recommended that the Board of Directors include the audited
consolidated financial statements in the Company's Annual Report on Form 10-K
for the year ended June 30, 2001 filed with the Securities and Exchange
Commission.

                                         AUDIT COMMITTEE

                                         Sydney Ramey
                                         Eugene McCormick
                                         Kevin Kruse
                                         Harry Winegar
                                         William Nassif







                                       8




DIRECTOR COMPENSATION

         The Company's directors do not receive a fee for serving on the
Company's Board of Directors. No fee is paid for membership on the Board's
committees. All Association directors receive a fee of $600 per month. No fee is
paid to directors of the Association for committee membership.

EXECUTIVE COMPENSATION

         The Company has not paid any compensation to its executive officers
since its formation. The Company does not presently anticipate paying any
compensation to such persons until it becomes actively involved in the operation
or acquisition of business other than the Association.

         The following table sets forth information regarding compensation paid
by the Company and the Association to their Co-Presidents for services rendered
during the fiscal year ended June 30, 2001. No executive officer made in excess
of $100,000 during the fiscal year ended June 30, 2001.



------------------------------------------------------------------------------------------
                               SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------

                                          ANNUAL COMPENSATION
-------------------------------------------------------------

   NAME AND PRINCIPAL POSITION     FISCAL                     ALL OTHER COMPENSATION($)(1)
                                    YEAR  SALARY($) BONUS($)
================================== ====== ========= ========= ============================
                                                           
Andra K. Black, Co-President       2001   $ 71,672  $1,000             $24,010
                                   -------------------------------------------------------
                                   2000   $ 67,195  $1,000             $21,685

                                   -------------------------------------------------------
                                   1999   $ 63,014  $1,000             $28,531
------------------------------------------------------------------------------------------
Craig A. Wood, Co-President        2001   $68,845   $ 1,000            $22,248
                                   -------------------------------------------------------
                                   2000   $63,139   $1,000             $20,615
                                   -------------------------------------------------------
                                   1999   $58,285   $1,000             $20,175
------------------------------------------------------------------------------------------

----------------------
(1)      Includes allocations to Black's ESOP account of $1,278, $1,340, and
         $1,555 and to Wood's ESOP account of $1,228, $1,241, and $1,392 as of
         June 30, 2001, 2000, and 1999, respectively, and director fees of
         $7,200, $7,200 and $6,600 for fiscal years 2001, 2000 and 1999,
         respectively, based on share price of $10.81 at June 30, 2001.



                                       9



         The following table sets forth information regarding the number and
value of stock options at June 30, 2001 held by the Company's Co-Presidents.



=================================================================================================================
                    AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
                                            OPTION/SAR VALUES
-----------------------------------------------------------------------------------------------------------------
                                                                                             VALUE OF
                                                               NUMBER OF                    UNEXERCISED
                                                              UNEXERCISED                  IN-THE-MONEY
                                                            OPTIONS/SARS AT               OPTIONS/SARS AT
                                                             FY-END (#)(1)                 FY-END ($)(2)
                                                      -----------------------------------------------------------
                         SHARES ACQUIRED   VALUE
         NAME            ON EXERCISE (#)  REALIZED ($)  EXERCISABLE   UNEXERCISABLE  EXERCISABLE   UNEXERCISABLE
---------------------------------------- ------------- ------------- --------------- ------------ ---------------
                                                                                   
Andra K. Black                  0         $              15,474           - - -         $89,904        - - -
-----------------------------------------------------------------------------------------------------------------
Craig A. Wood                15,474         74,065          0             - - -           0
=================================================================================================================

-------------------
(1)      Represents an option to purchase Common Stock awarded to the Company's
         Chief Executive Officers pursuant to the terms of the incentive stock
         option award, options were exercisable upon the receipt of stockholder
         approval of the Stock Option Plan.

(2)      Represents the aggregate market value (market price of the common stock
         less the exercise price) of the option granted based upon the average
         of the bid and asked price of $10.81 per share of the common stock as
         reported on the NASDAQ Bulletin Board on June 30, 2001.


EMPLOYMENT AGREEMENTS AND SALARY CONTINUATION PLAN

         EMPLOYMENT AGREEMENTS. The continued success of the Association depends
to a significant degree on the skills and competence of its officers. Effective
upon completion of the Association's conversion to stock form (the
"Conversion"), the Association entered into employment agreements with
Co-Presidents Black and Wood. The employment agreements are designed to assist
the Association in maintaining a stable and competent management team after the
Conversion. These agreements were filed with and approved by the Office of
Thrift Supervision ("OTS"). The employment agreements provide for an annual base
salary in an amount not less than the employee's current salary and an initial
term of three years. On the effective date of the contracts, the current base
salaries of both Mr. Wood and Ms. Black was $71,800. The agreements provide for
extensions of one year, in addition to the then-remaining term under the
agreement, on each anniversary of the effective date of the agreement, subject
to a formal performance evaluation performed by disinterested members of the
Board of Directors of the Association. The agreements provide for termination
upon the employee's death, for cause or in certain events specified by OTS
regulations. The employment agreements are also terminable by the employee upon
90-days' notice to the Association.

         The employment agreements provide for payment to the employee of his or
her salary for the remainder of the term of the agreement, plus up to 299% of
the employee's base compensation, in the event there is a "change in control" of
the Association where employment terminates involuntarily in connection with
such change in control or within 12 months thereafter. This termination payment
is subject to reduction by the amount of all other compensation to the employee
deemed for purposes of the Code to be contingent on a "change in control," and
may not exceed three times the employee's average annual compensation over the
most recent five-year period or be non-deductible by the Association for federal
income tax purposes. For the purposes of the employment agreements, a "change in
control" is defined as any event which would require the filing of an
application for acquisition of control or notice of change in control pursuant
to 12 C.F.R. ss. 574.3 or 4. Such events are generally triggered prior to the
acquisition or control of 10% of the Common Stock. The agreements guarantee
participation in an equitable manner in employee benefits applicable to
executive personnel.

         Based on his current salary, if Mr. Wood's or Ms. Black's employment
had been terminated as of June 30, 2001, under circumstances entitling him or
her to severance pay as described above, he or she would have been entitled to
receive a lump sum cash payment of approximately $173,372 or $179,768,
respectively.

                                       10


CERTAIN TRANSACTIONS

         The Association has followed a policy of granting consumer loans and
loans secured by the borrower's personal residence to officers, directors and
employees. The loans to employees, executive officers and directors are made in
the ordinary course of business and on the same terms and conditions as those of
comparable transactions prevailing at the time, in accordance with the
Association's underwriting guidelines, and do not involve more than the normal
risk of collectibility or present other unfavorable features. Loans to executive
officers and directors must be approved by a majority of the disinterested
directors and loans to other officers and employees must be approved by the
Association's Loan Committee.

         All loans by the Association to its directors and executive officers
are subject to OTS regulations restricting loan and other transactions with
affiliated persons of the Association. Loans to all directors, executive
officers, employees and their associates totaled $1.8 million at June 30, 2001,
which was 12.9% of the Company's stockholders' equity at that date. All of such
loans were made on the same terms, including interest rates, as those of
comparable transactions prevailing at the time.




                                       11



           PROPOSAL II -- RATIFICATION OF THE APPOINTMENT OF AUDITORS

         The Board of Directors has renewed the Company's arrangement for
McGowen, Hurst, Clark & Smith, P.C. to be its independent auditors for the
fiscal year ending June 30, 2002, subject to the ratification of the appointment
by the Company's shareholders. A representative of McGowen, Hurst, Clark &
Smith, P.C. is expected to attend the annual meeting to respond to appropriate
questions and will have an opportunity to make a statement if he or she so
desires.

AUDIT FEES

         Aggregate fees billed by McGowen, Hurst, Clark & Smith, P.C. for
professional services rendered for the audit of the Company's financial
statements for fiscal 2001 and the review of the financial statements included
in the Company's quarterly reports on Form 10-QSB for the fiscal year were
$25,895.

ALL OTHER FEES

         Other than audit fees, the aggregate fees billed to the McGowen, Hurst,
Clark & Smith, P.C. for fiscal 2001 were $56,715. The Company did not incur any
fees related to financial information systems design and implementation.

         The Audit Committee of the Board of Directors has considered whether
the providing of all non-auditing services (and the aggregate fees billed for
such services) in fiscal year 2001 by McGowen, Hurst, Clark & Smith, P.C., the
principal independent auditors, is compatible with maintaining the principal
auditors' independence.

         THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE
PROPOSAL TO RATIFY THE APPOINTMENT OF MCGOWEN, HURST, CLARK & SMITH, P.C. AS THE
COMPANY'S AUDITORS FOR THE FISCAL YEAR ENDING JUNE 30, 2002.


                              STOCKHOLDER PROPOSALS

         In order to be eligible for inclusion in the Company's proxy materials
for next year's Annual Meeting of Shareholders, any shareholder proposal to take
action at such meeting must be received at the Company's executive office at
13523 University Avenue, Clive, Iowa 50325, no later than May 24, 2002. Any such
proposal shall be subject to the requirements of the proxy rules adopted under
the Securities Exchange Act of 1934, as amended. Otherwise, any shareholder
proposal to take action at such meeting must be received at the Company's
executive office at 13523 University Avenue, Clive, Iowa 50325 by August 26,
2002; provided, however, that in the event that the date of the annual meeting
is held before September 25, 2002, or after November 22, 2001, the shareholder
proposal must be received not later than the close of business on the later of
the 40th day prior to such annual meeting or the tenth day following the day on
which notice of the date of the annual meeting was mailed or public announcement
of the date of such meeting was first made. All shareholder proposals must also
comply with the Company's by-laws and Delaware law.

                                 ANNUAL REPORTS

         Shareholders of record on September 24, 2001, should have received a
copy of our 2001 annual report to shareholders either with this proxy statement
or prior to its receipt. If, upon receipt of this proxy material, you have not
received the annual report to shareholders, please write to the Corporate
Secretary at the address below and a copy will be sent to you. Although the
annual report is being mailed to shareholders with this proxy statement, it does
not constitute a part of the proxy solicitation materials and is not
incorporated herein by reference.

         IN ADDITION, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR
THE FISCAL YEAR ENDED JUNE 30, 2001, IS AVAILABLE TO EACH RECORD AND BENEFICIAL
OWNER OF THE COMPANY'S COMMON STOCK WITHOUT CHARGE UPON WRITTEN REQUEST TO THE
CORPORATE SECRETARY, STATEFED FINANCIAL CORPORATION, 13523 UNIVERSITY AVENUE,
CLIVE, IOWA 50325.

                                       12


                                  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 holders of the proxies will act in accordance with their best
judgment.


                                              BY ORDER OF THE BOARD OF DIRECTORS



                                              /s/ Randall C. Bray
                                              ---------------------
                                              Randall C. Bray
                                              CHAIRMAN OF THE BOARD
Des Moines, Iowa
September 28, 2001





                                       13


                                 REVOCABLE PROXY

                         STATEFED FINANCIAL CORPORATION

                         ANNUAL MEETING OF STOCKHOLDERS
                                OCTOBER 24, 2001


      The undersigned hereby appoints the Board of Directors of StateFed
Financial Corporation (the "Company"), with full powers of substitution, to act
as attorneys and proxies for the undersigned to vote all shares of capital stock
of the Company which the undersigned is entitled to vote at the Annual Meeting
of Stockholders (the "Meeting") to be held at the Clive office of the Company
located at 13523 University Avenue, Clive, Iowa on October 24, 2001 at 2:00 p.m.
and at any and all adjournments and postponements thereof.

1.   The election as directors of all nominees listed below (except as marked to
     the contrary):

                       / / FOR                   / / VOTE WITHHELD

      INSTRUCTION: TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
                   LINE IN THAT NOMINEE'S NAME BELOW.

            CRAIG WOOD          HARRY A. WINEGAR       WILLIAM T. NASSIF

2.   The ratification of the appointment of McGowen, Hurst, Clark & Smith, P.C.
     as 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.

      THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSAL AND EACH OF THE NOMINEES
LISTED ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL
BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT
TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
MEETING.

           THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL
                 AND THE ELECTION OF THE NOMINEES LISTED ABOVE.


                                    (Continued and to be SIGNED on Reverse Side)





           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

      Should the undersigned be present and choose to vote at the Meeting or at
any adjournments or postponements thereof, and after notification to the
Secretary of the Company at the Meeting of the stockholder's decision to
terminate this proxy, then the power of such attorneys or proxies shall be
deemed terminated and of no further force and effect. This proxy may also be
revoked by filing a written notice of revocation with the Secretary of the
Company or by duly executing a proxy bearing a later date.

      The undersigned acknowledges receipt from the Company, prior to the
execution of this proxy, of notice of the Meeting, a Proxy Statement and an
Annual Report to Stockholders.





Dated:                                  , 2001
        --------------------------------         ---------------------------
                                                 Signature of Stockholder
                                                 Please sign exactly as your
                                                 name(s) appear(s) to the left.
                                                 When signing as attorney,
                                                 executor, administrator,
                                                 trustee or guardian, please
                                                 give your full title. If shares
                                                 are held jointly, each holder
                                                 should sign.

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



                                                                      APPENDIX A
                                                                      ----------

                         STATEFED FINANCIAL CORPORATION

                             AUDIT COMMITTEE CHARTER


MEMBERSHIP

The audit committee will be composed of not less than three members of the
board. They will be selected by the board, taking into account prior experience
in matters to be considered by the committee, probable availability at times
required for consideration of such matters, and their individual independence
and objectivity.

The committee's membership will meet the requirements of the audit committee
policy of the NASDAQ stock exchange. Accordingly, all of the members will be
directors independent of management and free from relationships that, in the
opinion of the board of directors, would interfere with the exercise of
independent judgment as a committee member.

No officers or employees of the company or its subsidiaries will serve on the
committee. A former officer of the company or any of its subsidiaries may serve
on the committee (even though the former officer may be receiving pension or
deferred compensation payments from the company) if, in the opinion of the board
of directors, the former officer will exercise independent judgment and will
significantly assist the committee to function. However, a majority of the
committee will be directors who were not formerly officers of the company or any
of its subsidiaries.

When considering relationships that might affect independence, including
possible affiliate status, the board of directors will give appropriate
consideration, in addition to its audit committee policy, to guidelines issued
by NASDAQ, which were provided to assist boards of directors in observing the
spirit of NASDAQ policy.


ACTIONS OF THE COMMITTEE

The committee's activities will include the following actions:

o    Oversight of the financial statements and relations with the
     independent auditors
     o    Instruct the independent auditors that the board of directors is the
          client in its capacity as the shareholders' representative
     o    Expect the independent auditors to meet with the board of directors at
          least annually so the board has a basis on which to recommend the
          independent auditors' appointment to the shareholders or to ratify its
          selection of the independent auditors
     o    Expect financial management and the independent auditors to analyze
          significant financial report issues and practices on a timely basis
o    Expect financial management and the independent auditors to discuss
     with the audit committee:
     o    qualitative judgments about whether current or proposed accounting
          principles and disclosures are appropriate, not just acceptable
     o    aggressiveness or conservatism of accounting principles and financial
          estimates

                                       15


o    Expect the independent auditors to provide the audit committee with:
     o    independent judgments about the appropriateness of the company's
          current or proposed accounting principles and whether current or
          proposed financial disclosures are clear
     o    views on whether the accounting principles chosen by management are
          conservative, moderate, or aggressive as they relate to income, asset,
          and liability recognition, and whether these accounting principles are
          commonly used
     o    reasons why accounting principles and disclosure practices used for
          new transactions or events are appropriate
     o    reasons for accepting or questioning significant estimates made by
          management
     o    views on how selected accounting principles and disclosure practices
          affect shareholder and public attitudes about the company.
o    Actions taken on the board's behalf that require board notification but not
     board approval:
     o    Review and approve the scope of the company's audit and that of its
          subsidiaries as recommended by the independent auditors and the
          president
     o    Review and approve the scope of the company's annual profit and
          pension trust audits
     o    Answer questions raised by shareholders during an annual shareholders'
          meeting on matters relating to the committee's activities if asked to
          do so by the board of directors' chairperson
     o    Ask the president to have the internal audit staff study a particular
          area of interest or concern to the audit committee.
o    Matters requiring the committee's review and study before making a
     recommendation for the board of director's action:
     o    Appointment of the independent auditors
     o    Implementation of major accounting policy changes
     o    SEC registration statements to be signed by the board of directors
     o    The auditors' reports and financial statements prior to publication in
          the annual report.
o    Matters requiring the committee's review and study before providing summary
     information to the board of directors:
     o    Accounting policy changes proposed or adopted by organizations such as
          the Financial Accounting Standards Board (FASB), the Securities and
          Exchange Commission (SEC), and the American Institute of Certified
          Public Accountants (AICPA), or by comparable bodies outside the U.S.
     o    The independent auditors' assessment of the strengths and weaknesses
          of the company's financial staff, systems, controls, and other factors
          that might be relevant to the integrity of the financial statements
     o    Quarterly financial statement review before publication
     o    Administration of the company's "conflict of interest" policy


                                       16


     o    The performance of management and operating personnel under the
          company's code of ethics
     o    Gaps and exposures in insurance programs
     o    Reports about the company or its subsidiaries submitted by agencies of
          governments in countries in which the company or its subsidiaries
          operate
     o    Periodic SEC filings and the adequacy of programs and procedures to
          assure compliance with SEC regulations and regulations of the NASDAQ
          stock exchange.















                                       17