SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1


 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
                     For the Fiscal Year Ended June 30, 2004

                                       OR

 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
                       For the transaction period from to


                         Commission File Number: 0-32589

                          CHESTERFIELD FINANCIAL CORP.
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                                             36-4441126
           --------                                             ----------
  (State or Other Jurisdiction                               (I.R.S. Employer
of Incorporation or Organization)                         Identification Number)

 10801 South Western Avenue, Chicago, Illinois                      60643
 ---------------------------------------------                      -----
    (Address of Principal Executive Office)                      (Zip Code)

                                 (773) 239-6000
               (Registrant's Telephone Number including area code)

           Securities Registered Pursuant to Section 12(b) of the Act:

                                      None

           Securities Registered Pursuant to Section 12(g) of the Act:

                     Common Stock, par value $0.01 per share
                                (Title of Class)

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  twelve  months (or for such shorter  period that the
Registrant  was  required  to file  reports)  and (2) has been  subject  to such
requirements for the past 90 days.     YES  ___X___      NO _______


         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  Registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendments to this Form 10-K. [ ]

         Indicate by check mark whether rthe registrant is an accelerated  filer
(as defined in Rule 12b-2 of the Act)  YES  ___X___      NO _______


         The aggregate market value of the voting stock held by non-affiliates
of the Registrant, computed by reference to the closing price of the
Registrant's Common Stock on the Nasdaq National Market on December 31, 2003 was
approximately $75.9 million.

         As of October 15, 2004, there were issued and outstanding 3,875,521
shares of the Registrant's Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

1. None.


<PAGE>



                                EXPLANATORY NOTE

This Amendment No. 1 to the Form 10-K of Chesterfield Financial Corp.
("Chesterfield Financial" or the "Company") for the fiscal year ended June 30,
2004, is being filed solely to include the information required by Items 10, 11,
12, 13 and 14 of Part III of Form 10-K. The Company indicated in the original
Form 10-K filing that this information would be either be included in the
Company's proxy statement for its 2004 annual meeting or will be filed with the
SEC by amendment to the original Form 10-K. Because the Company does not intend
to hold a 2004 annual meeting in light of its pending acquisition by MAF
Bancorp, Inc., it is including the required information by amending the original
Form 10-K. Unless otherwise expressly stated, this Amendment No. 1 does not
reflect events occurring after the filing of the original Form 10-K filing, or
modify or update in any way disclosures contained in the original Form 10-K
filing.

                                    PART III

ITEM 10. Directors and Executive Officers of the Corporation

         The Board of Directors of Chesterfield Financial consists of six
persons and is divided into three classes, with one class of directors elected
each year. Directors of the Company are generally elected to serve for a
three-year term and until their respective successors shall have been elected
and shall qualify.

         The business experience for the past five years of each of Chesterfield
Financial's directors and executive officers is as follows:

         Michael E. DeHaan.  Mr. DeHaan has served as  Chesterfield  Financial's
Chairman,  President and Chief Executive  Officer since its formation in January
2001.  Mr. DeHaan has been  employed by  Chesterfield  Federal  Savings and Loan
Association  of  Chicago  since  1967,  and has  served as  President  and Chief
Executive Officer since 1983 and Chairman of the Board since 1991.

         C.C.  DeHaan.  Prior to his  retirement  in 1993,  Mr. DeHaan served as
President  of  Chesterfield  Federal's  wholly  owned  subsidiary,  Chesterfield
Service Corporation (now named Chesterfield Insurance Services, L.L.C.).

         Robert  T.  Mangan.  Mr.  Mangan is the  Secretary/Treasurer  of Mangan
Realty, where he has worked since 1960.

         David M. Steadman.  Mr. Steadman is a  self-employed  attorney and real
estate broker, and has owned Steadman Realty Co. since 1981.

         Richard E. Urchell. Mr. Urchell has served as Chesterfield  Financial's
Vice  President and Secretary  since its formation in January 2001.  Mr. Urchell
has been employed by  Chesterfield  Federal  since 1977,  and has served as Vice
President and Secretary since 1992.

         Donald D. Walters.  Prior to his retirement in 1994, Mr. Walters served
as Vice President and Treasurer of Chesterfield Federal.

Meetings of the Board and Committees of the Board

         The Board of Directors of Chesterfield  Financial meets  quarterly,  or
more often as  necessary.  The Board of  Directors  of the  Company has an Audit
Committee,  a Nominating  Committee and a Compensation  Committee.  The Board of
Directors  of  Chesterfield  Financial  met 12 times  since in fiscal  2004.  No
Director  attended  fewer than 75% in the aggregate of the total number of Board
meetings  held and the total  number of  committee  meetings  on which he served
during  fiscal 2004,  including  Board and  committee  meetings of  Chesterfield
Federal.

         The Audit Committee  ensures  compliance with  regulations and internal
policies and  procedures.  The Audit  Committee  met once in fiscal  2004.  This
committee  recommends the accounting  firm to perform  Chesterfield  Financial's
annual  audit and acts as a liaison  between  the  auditors  and the Board.  The
current members of this

                                       1

<PAGE>

committee  are  Directors  Steadman,  Walters  and  Mangan,  each  of  whom is a
non-employee  director.  The Board of Directors of  Chesterfield  Financial  has
determined  that Director  Walters  qualifies as an "audit  committee  financial
expert" and is serving as such for the Audit Committee.

         The Nominating Committee meets annually in order to nominate candidates
for membership on the Board of Directors.  The Nominating  Committee met once in
fiscal  2004.  This  committee  is  comprised  of the Board  members who are not
standing for election.

         The Compensation  Committee reviews executive compensation matters. The
Compensation  Committee  met once in fiscal  2004.  The current  members of this
committee are Directors Steadman and Mangan.

Section 16(a) Beneficial Ownership Reporting Compliance

         The Common Stock of the Company is registered  with the SEC pursuant to
Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange  Act"). The
officers and Directors of the Company and beneficial  owners of greater than 10%
of the  Company's  Common Stock are required to file reports on Forms 3, 4 and 5
with the SEC disclosing beneficial ownership and changes in beneficial ownership
of the  Common  Stock.  SEC rules  require  disclosure  in the  Company's  Proxy
Statement or Annual  Report on Form 10-K of the failure of an officer,  director
or 10% beneficial  owner of the Company's Common Stock to file a Form 3, 4, or 5
on a timely basis. Based on the Company's review of such ownership reports,  the
Company  believes  that no  officer,  director  or 10%  beneficial  owner of the
Company failed to file such  ownership  reports on a timely basis for the fiscal
year ended June 30, 2004.

Code of Ethics

         The  Company  has  adopted  a Code  of  Ethics  (the  "Code")  that  is
applicable  to the officers,  directors and employees of the Company,  including
the  Company's  principal   executive  officer,   principal  financial  officer,
principal  accounting  officer  or  controller,  or persons  performing  similar
functions.    The   Code   is   available   on   the   Company's    website   at
www.chesterfieldfed.com.  Amendments  to and waivers  from the Code will also be
disclosed on the Company's website.

ITEM 11. Executive Compensation
-------------------------------

Compensation of Directors of Chesterfield Financial

         Directors do not receive compensation for their service on the board of
Chesterfield  Financial.  Directors were paid an annual  retainer fee of $15,000
for the year ended June 30, 2004 for their service on the board of  Chesterfield
Federal.  Directors  do  not  receive  additional  fees  for  their  service  on
committees.

         Supplemental  Benefit Plan for Outside Directors.  Chesterfield Federal
maintains  a  supplemental   benefit  plan  for  outside  directors  to  provide
retirement income to participants upon their resignation or termination from the
Board of Directors.  Messrs.  C.C. DeHaan,  Robert Mangan,  David Steadman,  and
Donald Walters are the initial  participants in this plan. The Board may, in its
discretion,  designate  additional  outside directors as participants.  The plan
administrator  maintains an account for each  participant.  Participants  become
vested in their  retirement  benefits under this plan upon the earlier of death,
disability,  a change in  control,  or  completion  of four years of  continuous
service. Retirement benefits are payable in installments of $1,000 per month for
a period of 120 months. Notwithstanding the foregoing, upon a change in control,
a  participant  will be entitled to the present  value of his vested  retirement
benefit (or, if payments have already  commenced,  the remainder thereof) in the
form of a lump sum,  payable  as soon as  practicable  following  the  change in
control.  If a participant dies before payments of his vested retirement benefit
have commenced,  or after payments have commenced,  payments will be made to his
beneficiary. The plan is considered an unfunded plan for tax and ERISA purposes.
All  obligations  arising under the plan are payable from the general  assets of
Chesterfield   Federal;   however,   Chesterfield   Federal  has   approved  the
establishment  of a  rabbi  trust  to  ensure  that  sufficient  assets  will be
available to pay the benefits under the plan. In connection  with the previously
announced  merger of Chesterfield  Financial  Corp. with MAF Bancorp,  Inc. (the
"Merger"),  the supplemental  benefit plan for outside  directors was amended to
provide  that  retirement  benefits  to

                                       2

<PAGE>

participants  in the plan will not be increased to an amount greater than $1,000
per month,  or  otherwise  determined  based on the amount of severance or other
compensation  related  payments  otherwise  accruing to such  participants  as a
result of the Merger.

         Deferred   Compensation  Plan  for  Directors.   Chesterfield   Federal
maintains an unfunded deferred compensation plan for directors pursuant to which
directors may elect to defer all or a portion of their annual fees.  Interest on
the  deferred  fees will be  credited  at the  greater  rate of 7%,  with  daily
compounding, or the rate offered by Chesterfield Federal to individual customers
on the  first  day of each  calendar  year for  18-month  IRA  accounts.  Upon a
participant's death, retirement,  resignation or removal, amounts deferred under
this plan, including  accumulated  interest,  will be paid to the participant or
his  beneficiary  over a period of up to ten years,  as determined by a majority
vote of the remaining directors.  Payments will commence on the first day of the
calendar year following the year in which the director  ceases to be a director.
Upon the death of a former director prior to the expiration of the period during
which the  deferred  amounts are payable,  the balance of the deferred  fees and
interest will be paid either in installments to the participant's beneficiary or
in a lump sum, as  determined  by the Board.  The plan is considered an unfunded
plan for tax and ERISA  purposes.  All  obligations  arising  under the plan are
payable from the general assets of Chesterfield Federal;  however,  Chesterfield
Federal  has  approved  the  establishment  of a  rabbi  trust  to  ensure  that
sufficient  assets will be  available  to pay the  benefits  under the plan.  In
connection  with  the  Merger,  the  unfunded  deferred  compensation  plan  for
directors  was amended to provide that (i)  benefits  under the plan will not be
increased  or  otherwise  determined  based on the amount of  severance or other
compensation  related  payments  otherwise  accruing to such  participants  as a
result of the Merger,  and (ii)  benefits  under the plan will be paid in a lump
sum, in cash, on or about the effective time of the Merger.

Executive Compensation

         The following table sets forth information  concerning the compensation
paid or granted to  Chesterfield  Federal's Chief  Executive  Officer.  No other
executive officer of Chesterfield  Federal had aggregate annual  compensation in
excess of $100,000 in fiscal 2004.

<TABLE>
<CAPTION>

                                                                                         Long-Term Compensation
                                                                           ---------------------------------------------------
                                      Annual Compensation                         Awards                  Payouts
                            ---------------------------------------------  ----------------------   --------------------------
                            Year                                           Restricted
  Name and Principal        Ended                          Other Annual      Stock       Options/     LTIP         All Other
      Position              6/30     Salary      Bonus    Compensation(1)   Awards (2)   SARS(#)     Payouts     Compensation
-------------------------   -----   ---------  ---------  ---------------  -----------   --------   ---------   --------------
<S>                         <C>     <C>        <C>           <C>           <C>           <C>        <C>         <C>
Michael     E.     DeHaan   2004    $ 234,000  $  13,500     $15,000       $       --         --    $     --    $  57,071(3)
Chairman,  President  and   2003      224,400     12,946      15,000               --         --          --       40,013(3)
Chief Executive Officer     2002      217,000     12,531      15,000          695,209    107,618          --      122,106(3)

</TABLE>
--------------
(1)  Consists of director's fees of $15,000. Does not include the aggregate
     amount of other personal benefits, which did not exceed 10% of the total
     salary and bonus reported.
(2)  Amounts reported in this column represent the fair value of restricted
     stock awards at the date of the award. Awards vest over five years.
     Dividends paid with respect to all shares awarded are paid to the recipient
     of the award. At June 30, 2004, Mr. DeHaan held 25,829 shares of unvested
     restricted stock awards with a market value of $801,000.
(3)  Consists of contributions to the Chesterfield Profit Sharing Plan, the
     Supplemental Profit Sharing Plan and the Non-qualifying Retirement Plan for
     Inside Directors, and the fair value of shares allocated to Chesterfield
     Federal's Employee Stock Ownership Plan and phantom shares allocated to the
     Supplemental Employee Stock Ownership Plan.

Compensation Committee Interlocks and Insider Participation

         Chesterfield Financial does not independently  compensate its executive
officers, directors, or employees. Chesterfield Federal's Compensation Committee
retains the principal  responsibility  for the compensation of the President and
Chief Executive Officer. The Compensation Committee consists of Directors Mangan
and Steadman.

         During the fiscal year ended June 30, 2004,  Chesterfield Financial had
no  "interlocking"  relationships in which (1) any Executive Officer is a member
of the Board of Directors of another entity,  one of whose executive officers is
a member of Chesterfield  Financial's  Board of Directors,  or (2) any Executive
Officer is a member of the  compensation  committee  of another  entity,  one of
whose  executive  officers  is a member  of  Chesterfield  Financial's  Board of
Directors.  During the year ended June 30, 2004 the  Compensation  Committee met
one time.

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<PAGE>

         Employment  Agreements.   Chesterfield  Federal  has  entered  into  an
employment  agreement with its Chairman,  President and Chief Executive  Officer
Michael E. DeHaan,  which provides for a term of 36 months.  On each anniversary
date, the agreement  extends for an additional 12 months,  so that the remaining
term shall be 36 months, unless notice of non-renewal is given. If the agreement
is not renewed,  the agreement expires 36 months following the anniversary date.
Mr. DeHaan's base salary for the year ending June 30, 2005 is $243,400. The base
salary may be increased but not decreased.  In addition to the base salary,  the
agreement  provides  for,  among other  things,  insurance  benefits,  including
lifetime  health  benefits  for  Mr.  DeHaan  and his  spouse  that  convert  to
supplemental  Medicare coverage upon reaching age 65, and participation in other
employee and fringe benefits  applicable to executive  personnel.  The agreement
provides for termination of the executive by  Chesterfield  Federal for cause at
any  time.  In  the  event  Chesterfield   Federal  terminates  the  executive's
employment  during the term of the agreement for reasons other than cause, or in
the event of the  executive's  resignation  from  Chesterfield  Federal upon (i)
failure to re-elect the executive to his current offices, (ii) a material change
in the executive's functions,  duties or responsibilities,  or relocation of his
principal  place of  employment  by more than 30  miles,  (iii)  liquidation  or
dissolution  of  Chesterfield  Federal,  or (iv) a breach  of the  agreement  by
Chesterfield Federal, the executive,  or in the event of death, his beneficiary,
would be entitled to severance pay in an amount equal to three times his highest
rate of base salary and bonus.  Chesterfield  Federal  would also  continue  the
executive's life and, if applicable, dental coverage for the remaining unexpired
term of the agreement.

         Contemporaneously  with  the  execution  of the  Agreement  and Plan of
Merger dated June 5, 2004, by and between MAF Bancorp, Inc., Classic Acquisition
Corp.,  and  Chesterfield  Financial,  Mr. DeHaan  executed a separate Letter of
Understanding  with MAF Bancorp,  Inc. dated as of June 5, 2004,  which required
Mr.  DeHaan to amend his  employment  agreement  with  Chesterfield  Federal  to
provide  that (i) the  maximum  amount of  termination  benefits  payable to Mr.
DeHaan upon his  termination  of employment in connection  with the Merger shall
not exceed  $660,000,  and (ii) the obligation to provide to Mr. DeHaan life and
dental benefits for thirty-six  months after his termination of employment,  and
medical  benefits to Mr.  DeHaan and his spouse for life shall be  satisfied  by
providing  benefits which are substantially  comparable to those provided by MAF
Bancorp,  Inc.  to its  other  employees  from  time  to  time.  The  Letter  of
Understanding  also  requires that the $660,000 lump sum amount shall be reduced
such that no portion of the cash payment when added to (i) any other payments or
benefits  provided  under  the  employment  agreement,  any  other  Chesterfield
Financial Corp. benefit plan or other compensatory arrangement with Chesterfield
Federal,  and (ii) a "reserve  amount"  determined at the sole discretion of MAF
Bancorp, Inc., but which in no event will exceed $5,000,  constitutes an "excess
parachute payment" for purposes of Section 280G of the Internal Revenue Code.

         In addition,  Chesterfield  Financial  has entered into a  supplemental
executive agreement with Mr. DeHaan that obligates Chesterfield Financial to pay
Mr. DeHaan any amount that would be cut back under his  employment  agreement to
avoid an excess parachute payment for which he would become liable in connection
with a termination  following a change in control.  The  supplemental  executive
agreement  also  indemnifies  him for any excise tax payable with respect to the
excess parachute payment and any income or  employment-related  taxes that arise
as the result of such  indemnification  payment.  Mr.  DeHaan also agreed in the
Letter  of  Understanding  to amend  his  supplemental  executive  agreement  to
eliminate  the  compensatory  payments to him  thereunder  in the event that the
termination  benefits  payable to Mr. DeHaan under his employment  agreement are
reduced in order to avoid an excess parachute  payment under Section 280G of the
Internal Revenue Code.

         Severance  Plan for Officers and  Employees.  Chesterfield  Federal has
entered into a severance  plan for the benefit of its  officers  and  employees.
Employees  who have  worked at  Chesterfield  Federal  for one or more years are
eligible to  participate in the plan.  Upon a change in control of  Chesterfield
Federal  followed within two years by the involuntary or, in certain  instances,
voluntary  termination  of the  non-officer  employee's  employment,  other than
termination  for  cause,  Chesterfield  Federal  or  its  successor  will  pay a
non-officer  employee an amount equal to the  following:  for every two years of
employment,  one month's base salary or rate of pay paid by Chesterfield Federal
or its  successor for the last full  calendar  month of employment  prior to the
termination. The maximum cash severance benefit for non-officer employees is six
months of salary.  An employee  who has worked for  Chesterfield  Federal for at
least one year but less than two years will be entitled to one month's severance
benefits.  In  addition,  Chesterfield  Federal will  continue  life and medical
coverage  for one  month  for  every  two  years of the  non-officer  employee's
employment, up to six months of coverage.

                                       4
<PAGE>

         Upon a change in control of  Chesterfield  Federal  followed within two
years by the  involuntary or in certain  instances,  voluntary  termination of a
participating   officer's   employment,   other  than   termination  for  cause,
Chesterfield  Federal or its successor will pay the executive an amount equal to
the wages,  salary,  bonus and incentive cash  compensation paid by Chesterfield
Federal  to  the  officer  for  the  12-month  period  ending  on  the  date  of
termination.  In addition,  Chesterfield  Federal will continue life and medical
coverage  for a period of 12  months  following  the  officer's  termination  of
employment.  Employees  who  are  covered  by an  employment  agreement  are not
eligible for the severance.  In connection  with the Merger,  the severance plan
was amended (i) to include in the definition of  "Compensation" of an officer of
Chesterfield  Financial the amount of any "Christmas" bonus paid to such officer
for the period  ending  December  31, 2003;  (ii) to require that a  participant
execute a  revocable  release of claims in order to receive  severance  payments
under the plan,  and to provide  that such  release of claims shall be revocable
for a period  of  seven  days  immediately  after  execution;  (iii)  such  that
following  a change in control  (A) the  failure of the  employer to continue in
effect any vacation benefits, pension plan, dental plan, life insurance plan, or
any  health,   accident  or  disability   plan  in  which  the  participant  was
participating  immediately prior to such change in control, or (B) a change to a
participant's reporting responsibilities, titles or offices, in either case, are
no longer reasons a participant may terminate  employment  following such change
in control and be entitled to receive severance benefits under the plan; (iv) to
provide that a participant shall not be deemed to have incurred a termination of
employment in the event of a sale of the ownership interests in or assets of the
employer after the effective time of the Merger,  if such participant is offered
employment with the purchaser;  (v) to provide that any participant  entitled to
severance  benefits  under the plan shall be  eligible  for  continued  life and
medical  coverage as provided in the plan on the same  cost-sharing  basis as if
the participant's  employment had continued,  subject to the participant  paying
his or her applicable  share of premiums on such coverage;  (vi) to provide that
severance  benefits shall be paid  commencing on the later of (A) ten days after
termination of the  participant's  employment,  or (B) the date the  participant
executes a release of claims,  and the seven day revocation  period has expired;
(vii)  to  provide  that the  severance  plan is the sole  source  of  severance
benefits payable to any participant in connection with the Merger; and (viii) to
provide that any successor of Chesterfield Financial to the severance plan shall
credit service with the successor for all purposes under the plan.

         Employee  Stock  Ownership  Plan and Trust.  Chesterfield  Federal  has
implemented an employee stock  ownership plan in connection  with its conversion
to stock form.  Employees with at least one year of employment with Chesterfield
Federal and who have attained age 18 are eligible to participate.

         A participant  who terminates  employment for reasons other than death,
retirement,  or  disability  prior to five years of credited  service  under the
employee stock ownership plan will forfeit his benefits.  Unvested benefits will
become fully vested upon five years of credited service,  or prior to five years
of credited  service in connection with a  participant's  death or disability or
termination  of the plan. In the event of a change in control (as defined in the
plan) the employee stock ownership plan will terminate.

         In connection  with the  establishment  of the employee stock ownership
plan,  Chesterfield Federal established a committee of non-employee directors to
administer the employee stock ownership plan.  Chesterfield Federal appointed an
independent  financial  institution  to serve as trustee of the  employee  stock
ownership  plan. The employee  stock  ownership plan trustee votes all allocated
shares  held in the  employee  stock  ownership  plan  in  accordance  with  the
instructions of participating  employees.  Nondirected shares and shares held in
the suspense account are voted in a manner calculated to most accurately reflect
the  instructions  it has received  from  participants  regarding  the allocated
stock,  so long as the vote is in accordance  with the  provisions of ERISA.  In
connection  with the Merger,  Chesterfield  Federal  amended its employee  stock
ownership  plan (i) to  freeze  the plan  with  respect  to  eligibility  of new
participants  to enter the plan after June 30,  2004;  (ii) to provide that with
respect to any year in which the plan is terminated,  only  participants who are
actively  employed as of the plan  termination  date are  eligible to receive an
allocation for such year; (iii) to provide that, upon the plan's  termination in
connection with the Merger, the amount of any outstanding stock obligation under
the plan shall be repaid from merger  consideration  paid with respect to shares
held in the plan, and any remaining  merger  consideration  will be allocated to
participants'  accounts as earnings of the plan;  (iv) to provide that following
termination  of the plan,  participants'  accounts will be distributed in a lump
sum to each  participant,  irrespective of such  participant's  account balance,
provided that no such  distributions will occur until the plan receives from the
Internal  Revenue  Service  a  favorable  determination  letter  on  the  plan's
tax-qualified  status  under  Section  401(a) of the  Internal  Revenue  Code on
termination;  (v) to  facilitate  the  reinvestment  of  certain  cash  proceeds
received in connection  with the Merger in

                                       5
<PAGE>

accordance with Section 402(j) of the Internal Revenue Code; and (vi) to conform
the plan to the final  regulations  promulgated  under Section  401(a)(9) of the
Internal Revenue Code.

         Supplemental   Benefit   Plan.   Chesterfield   Federal   maintains   a
supplemental  benefit plan for inside directors to provide  retirement income to
participants   upon  their   separation  from  service  due  to  termination  of
employment,  death,  disability,  or upon a change in control.  Messrs.  Michael
DeHaan and Richard  Urchell are the initial  participants  in this plan.  In the
case of Director DeHaan, the total retirement benefit from this plan, when added
to his benefits  under the  tax-qualified  plan (other than the  employee  stock
ownership  plan) and the OBRA Recapture  Plan,  discussed  below, is intended to
provide an annual retirement  benefit equal to 70% of his salary. In the case of
Director  Urchell,  his  retirement  benefit  under  this plan will be an annual
payment  of  $24,000  (without  offset  for  other  retirement  benefits).  Upon
retirement,  Messrs.  DeHaan  and  Urchell  will be  entitled  to their  account
balances,  payable  in  annual  installments  over  periods  of 20 and 15 years,
respectively,  unless  they elect  another  form of  payment.  In the event of a
participant's  death before  payments  under this plan have  commenced or before
benefits  are  completely  paid,  benefits  will be  paid  to the  participant's
beneficiary. The plan is considered an unfunded plan for tax and ERISA purposes.
All  obligations  arising under the plan are payable from the general  assets of
Chesterfield   Federal;   however,   Chesterfield   Federal  has   approved  the
establishment  of a  rabbi  trust  to  ensure  that  sufficient  assets  will be
available to pay the benefits under the plan. In connection with the Merger, the
supplemental  benefit plan for inside  directors was amended to provide that (i)
retirement  benefits to  participants in the plan as set forth in the individual
funding  schedules  will not be increased or otherwise  determined  based on the
amount of severance or other compensation related payments otherwise accruing to
such  participants  as a result of the Merger and (ii)  benefits  under the plan
will be paid in a lump  sum,  in cash,  on or about  the  effective  time of the
Merger.

         OBRA  Recapture   Benefit  Plan.   Chesterfield   Federal  maintains  a
supplemental  benefit plan to provide retirement income to a participant that he
would   otherwise   be  entitled  to  receive   under   Chesterfield   Federal's
tax-qualified  plans but for the  cut-backs  in benefits  due to certain tax law
limits enacted under the Omnibus Budget Reconciliation Act of 1993 ("OBRA"). Mr.
Michael  DeHaan is currently the only  participant  in this plan. The account of
the participant is credited  annually with the amount by which the participant's
maximum  contribution,  as defined in the OBRA Recapture Plan,  under the profit
sharing  plan  (formerly  a money  purchase  pension  plan)  exceeds  his actual
contribution,  as defined in the OBRA Recapture Plan. The participant's  account
is also  credited  annually with interest at a rate equal to the greater of: (i)
7% per  annum,  compounded  daily,  or  (ii)  the  interest  rate  for  one-year
certificate  of deposits as paid by  Chesterfield  Federal.  In  addition,  with
respect to a participant eligible to participate as of the effective date of the
plan, an amount will be credited to the account of each participant in an amount
equal to the amount  that would have been in the  participant's  account,  as of
that date, had the plan been in effect on July 1, 1994.

         In  connection  with the Company's  stock  offering and adoption of the
employee stock  ownership  plan, the OBRA Recapture  Benefit Plan was amended to
include a  sub-account  for  contributions  that cannot be made to the  employee
stock ownership plan due to certain tax law limits. This sub-account is credited
each year with a number of units of phantom stock pursuant to a formula intended
to  provide  the  participants  with the full value of  benefits  lost under the
employee stock ownership plan, after taking into  consideration  such factors as
the administrator deems relevant, including the existence of an outstanding loan
under the employee stock ownership plan. This sub-account was also credited with
dividends  and  earnings on  dividends,  and will  receive  additional  units of
phantom  stock in the event of a stock  dividend or stock split of  Chesterfield
Financial.  A unit of phantom  stock will be  equivalent  in value to a share of
common stock of Chesterfield Financial.  Upon the participant's  separation from
service,  the  participant  will be  entitled  to his  vested  account  balance,
payable,  at the  participant's  election,  either  in a lump  sum or in  annual
installments. If the participant dies before receiving his entire vested account
balance,  the remainder of his account balance will be paid to the participant's
beneficiary  in a lump sum.  In  connection  with the Merger,  the  supplemental
benefit  plan was  amended  to  provide  that  upon a  change  in  control,  all
participants  will have their  account  balances  paid to them in a lump sum, in
cash,  within thirty days of such change in control,  provided  that  retirement
benefits under the plan will not be increased or otherwise  determined  based on
the  amount  of  severance  or other  compensation  related  payments  otherwise
accruing to such participants as a result of the Merger.

         Recognition  and Retention Plan. The Board of Directors of Chesterfield
Financial adopted the 2001 Recognition and Retention Plan, which was approved by
stockholders  at the  2001  Annual  Meeting.  Pursuant  to the

                                       6
<PAGE>

Recognition  and  Retention  Plan,  8,609  shares of stock were  awarded to each
non-employee  director,  including Directors C.C. DeHaan,  Mangan,  Steadman and
Walters,  17,219 shares of stock were awarded to Vice  President,  Secretary and
Director Urchell and 43,047 shares of stock were awarded to Chairman,  President
and Chief Executive  Officer  Michael E. DeHaan.  In connection with the Merger,
the 2001  Recognition and Retention Plan was amended to provide for full vesting
of  all  restricted  stock  awards  in the  event  of a  change  in  control  of
Chesterfield Financial.

         Stock Option Plan.  The Board of  Directors of  Chesterfield  Financial
adopted the 2001 Stock Option Plan for directors,  offices and employees,  which
was approved by stockholders at the 2001 Annual Meeting.

         Set forth below is certain  information  concerning options outstanding
to the Chief Executive  Officer at June 30, 2004. No options were granted to the
Chief Executive Officer during fiscal 2004, and no options were exercised by the
Chief Executive Officer during fiscal 2004.
<TABLE>
<CAPTION>

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

                                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                                           FISCAL YEAR-END OPTION VALUES
--------------------------------------------------------------------------------------------------------------------
                                                                 Number of Unexercised      Value of Unexercised
                              Shares Acquired       Value               Options at          In-The-Money Options at
           Name                Upon Exercise       Realized              Year-End                Year-End (1)
---------------------------- ---------------- ----------------- ------------------------- --------------------------
                                                                Exercisable/Unexercisable Exercisable/Unexercisable
                                                                          (#)                        ($)
---------------------------- ---------------- ----------------- ------------------------- --------------------------
<S>                                                  <C>              <C>      <C>             <C>        <C>
Michael E. DeHaan.......            --               $ --             43,047 / 64,571          $639,251 / $958,876
---------------------------- ---------------- ----------------- ------------------------- --------------------------
</TABLE>
______________
(1)  Equals the difference between the aggregate exercise price of such options
     and the aggregate fair market value of the shares of common stock that
     would be received upon exercise, assuming such exercise occurred on June
     30, 2004, at which date the last trade price of the common stock as quoted
     on the Nasdaq National Market was $31.00.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management
-----------------------------------------------------------------------
         and Related Shareholder Matters
         -------------------------------

         Persons and groups who  beneficially  own in excess of 5% of the common
stock are required to file  certain  reports  with the  Securities  and Exchange
Commission  (the "SEC")  regarding such ownership.  Based on these reports,  the
following  table sets forth,  as of October 1, 2004,  the shares of common stock
beneficially owned by persons who beneficially own more than 5% of the Company's
outstanding shares of common stock.
<TABLE>
<CAPTION>
                                                          Amount of Shares
                                                          Owned and Nature                   Percent of Shares
       Name and Address of                                 of Beneficial                      of Common Stock
          Beneficial Owners                                  Ownership                          Outstanding

<S>                                                             <C>                                 <C>
Chesterfield Federal Savings and Loan                           340,986                             8.8%
   Association of Chicago Employee Stock
   Ownership Plan
10801 South Western Avenue
Chicago, Illinois  60643

Keeley Asset Management Corp (1)                                257,218                             6.6%
Kamco Thrift Partners Limited Partnership
John L. Keeley, Jr.
Barbara G. Keeley
401 South LaSalle Street, Suite 1201
Chicago, Illinois  60605
</TABLE>

-----------------------------
(1) As disclosed in a Form 13-G/A filed with the SEC on February 11, 2004.

                                       7
<PAGE>

         The following  table sets forth certain  information,  as of October 1,
2004,  regarding the Board of Directors,  including the terms of office of Board
members.
<TABLE>
<CAPTION>
                                                                                                   Shares
                               Position(s) With                     Director      Expiration   Beneficially     Percent of
        Name                      the Company            Age         Since(1)       of Term        Owned(2)        Class
--------------------       --------------------------    ---        ---------     ----------   -------------    ------------

<S>                         <C>                           <C>          <C>            <C>        <C>               <C>
Michael E. DeHaan(3)        Chairman, President and       59           1974           2006       132,854 (4)       3.4%
                            Chief Executive Officer
David M. Steadman                   Director              54           1988           2006        37,219(5)          *
Robert T. Mangan                    Director              74           1979           2004        37,219(5)          *
Donald D. Walters                   Director              74           1987           2004        20,219(5)          *
C.C. DeHaan(3)                      Director              71           1967           2005        50,219(5)         1.3%
Richard E. Urchell          Director, Vice President      67           1995           2005        47,731(6)         1.2
                                 and Secretary
All directors and
  executive  officers as
  a group (6 persons)                 --                  --            --             --        325,461            8.4%
</TABLE>

----------------------------------
*    Less than 1%
(1)  Reflects initial appointment to the Board of Directors of Chesterfield
     Federal Savings and Loan Association of Chicago or its predecessors, except
     as otherwise indicated.
(2)  Unless otherwise indicated, each person effectively exercises sole (or
     shared with spouse) voting and dispositive power as to the shares reported.
(3)  Michael E. DeHaan and C.C. DeHaan are second cousins.
(4)  Includes 43,048 shares subject to options that are exercisable within 60
     days of September 15, 2004. Also includes 25,829 shares granted under the
     2001 Recognition and Retention Plan that are subject to future vesting, but
     as to which voting may currently be directed, and 5,904 shares allocated
     under Chesterfield Federal's Employee Stock Ownership Plan.
(5)  Includes 8,610 shares subject to options that are exercisable within 60
     days of September 15, 2004. Also includes 5,165 shares granted to each
     outside director under the 2001 Recognition and Retention Plan that are
     subject to future vesting, but as to which voting may currently be
     directed.
(6)  Includes 17,218 shares subject to options that are exercisable within 60
     days of September 15, 2004. Also includes 10,331 shares granted under the
     2001 Recognition and Retention Plan that are subject to future vesting, but
     as to which voting may currently be directed, and 2,880 shares allocated
     under Chesterfield Federal's Employee Stock Ownership Plan.

ITEM 13. Certain Relationships and Related Transactions
-------------------------------------------------------

         In the ordinary  course of business,  Chesterfield  Federal makes loans
available to its directors,  officers and employees. These loans are made in the
ordinary  course of  business on the same terms,  including  interest  rates and
collateral,  as  comparable  loans  to  other  borrowers.  It is the  belief  of
management  that  these  loans  neither  involve  more than the  normal  risk of
collectibility nor present other unfavorable features.

ITEM 14. Principal Accountant Fees and Services
---------------------------------------------------------

         Set forth below is certain information concerning aggregate fees billed
for  professional  services  rendered by Crowe Chizek and Company LLC during the
fiscal years ended June 30, 2004 and 2003:

                                                   2004              2003
                                                ----------        ---------
         Audit Fees                             $   71,100        $  62,400
         Audit-Related Fees                             --            2,600
         Tax Fees                                   11,100            9,600
         All Other Fees                              1,090            4,000

         Audit Fees.  The  aggregate  fees billed to  Chesterfield  Financial by
Crowe Chizek and Company LLC for professional  services rendered by Crowe Chizek
and  Company  LLC for the audit of  Chesterfield  Financial's  annual  financial
statements  and services that are normally  provided by Crowe Chizek and Company
LLC in connection  with statutory and  regulatory  filings and  engagements  was
$71,100 and $62,400 during the years ended June 30, 2004 and 2003, respectively.

                                       8
<PAGE>

         Audit-Related Fees. The aggregate fees billed to Chesterfield Financial
by Crowe Chizek and Company LLC for assurance and related  services  rendered by
Crowe Chizek and Company LLC that are reasonably  related to the  performance of
the audit of and review of the  financial  statements  and that are not  already
reported in "Audit Fees,"  above,  was $0 and $2,600 during the years ended June
30, 2004 and 2003,  respectively.  These fees consisted of procedures related to
consent for the filing of a Form S-8.

         Tax Fees. The aggregate fees billed to Chesterfield  Financial by Crowe
Chizek and Company LLC for  professional  services  rendered by Crowe Chizek and
Company  LLC for tax  compliance,  tax advice and tax  planning  was $11,100 and
$9,600  during  the years  ended  June 30,  2004 and 2003,  respectively.  These
services  primarily  included  the  review  of tax  returns  and  quarterly  tax
provisions.

         All Other Fees. The aggregate fees billed to Chesterfield  Financial by
Crowe Chizek and Company LLC that are not described  above was $1,090 and $4,000
during  the  years  ended  June 30,  2004 and  2003,  respectively.  These  fees
consisted  of   consultation   and  meetings   with   Company   management   for
Sarbanes-Oxley related issues in both years.

Policy on Audit  Committee  Pre-Approval  of Audit  and  Non-Audit  Services  of
Independent Auditor

         The Audit Committee's  policy is to pre-approve all audit and non-audit
services provided by the independent auditors.  These services may include audit
services,  audit-related services, tax services and other services. Pre-approval
is generally  provided for up to one year and any pre-approval is detailed as to
particular  service  or  category  of  services  and is  generally  subject to a
specific budget. The Audit Committee has delegated pre-approval authority to its
Chairman when expedition of services is necessary.  The independent auditors and
management  are  required  to  periodically  report to the full Audit  Committee
regarding  the  extent of  services  provided  by the  independent  auditors  in
accordance with this  pre-approval,  and the fees for the services  performed to
date. For the years ended June 30, 2004 and 2003,  100% of  audit-related  fees,
tax fees and all  other  fees were  approved  by the  Audit  Committee  prior to
engagement.

         The Audit  Committee has considered  whether the provision of non-audit
services,  which relate primarily to tax services  rendered,  is compatible with
maintaining  Crowe Chizek and Company LLC's  independence.  The Audit  Committee
concluded that performing such services does not affect Crowe Chizek and Company
LLC's  independence  in  performing  its  function  as auditor  of  Chesterfield
Financial.

                                       9



<PAGE>


                                     PART IV

ITEM 15. Exhibits and Financial Statement Schedules
---------------------------------------------------

         (b)      Exhibits

                  31.1     Certification  of Michael E. DeHaan  required by Rule
                           13a - 14(a)
                  31.2     Certification  of Karen M. Wirth required by Rule 13a
                           - 14(a)
                  32       Certification  of Chief  Executive  Officer and Chief
                           Financial  Officer  Pursuant  to  Section  906 of the
                           Sarbanes-Oxley Act of 2002

                                       10
<PAGE>


                                   Signatures

         Pursuant to the  requirements of Section 13 of the Securities  Exchange
Act of 1934,  the  Corporation  has duly  caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                           CHESTERFIELD FINANCIAL CORP.


Date:    October 28, 2004               By: /s/ Michael E. DeHaan
                                           -------------------------------------
                                           Michael E. DeHaan
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)

         Pursuant to the  requirements  of the Securities  Exchange of 1934, the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated have signed this report below.
<TABLE>
<CAPTION>

Signatures                                  Title                               Date
----------                                  -----                               ----

<S>                                  <C>                                 <C>
/s/ Michael E. DeHaan                President, Chief Executive          October 28, 2004
---------------------------          Officer and Director (Principal
Michael E. DeHaan                    Executive Officer)


/s/ Karen M. Wirth                   Treasurer                           October 28, 2004
---------------------------
Karen M. Wirth                       (Principal Financial and
                                     Accounting Officer)

/s/ C. C. DeHaan                     Director                            October 28, 2004
---------------------------
C. C. DeHaan


                                     Director                            October __, 2004
----------------------------
Robert T. Mangan


/s/ David M. Steadman                Director                            October 28, 2004
----------------------------
David M. Steadman


/s/ Richard E. Urchell               Director                            October 28, 2004
---------------------------
Richard E. Urchell


/s/ Donald D. Walters                Director                            October 28, 2004
----------------------------
Donald D. Walters
</TABLE>


                                       11