EXHIBIT 31.1

                                 CERTIFICATIONS

I, James A. Todd, certify that:

         1.       I have reviewed this quarterly report on Form 10-QSB of AF
                  Financial Group;

         2.       Based on my knowledge, this report does not contain any untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period covered by this report;

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this report, fairly present
                  in all material respects the financial condition, results of
                  operations and cash flows of the registrant as of, and for,
                  the periods presented in this report;

         4.       The registrant's other certifying officer and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15 (e)) for the registrant and have:

                  (a) Designed such disclosure controls and procedures, or
                  caused such disclosure controls and procedures to be designed
                  under our supervision, to ensure that material information
                  relating to the registrant, including its consolidated
                  subsidiaries, is made known to us by others within those
                  entities, particularly during the period in which this report
                  is being prepared;

                  (b) Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures prior to the filing presented in this
                  report our conclusions about the effectiveness of the
                  disclosure controls and procedures as of the end of the period
                  covered by this report based on such evaluation; and

                  (c) Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the period covered by this annual report that has materially
                  affected, or is reasonable likely to materially affect, the
                  registrant's internal control over financial reporting; and

         5.       The registrant's other certifying officer and I have
                  disclosed, based on our most recent evaluation of internal
                  control over financial reporting, to the registrant's auditors
                  and the audit committee of the registrant's board of directors
                  (or persons performing the equivalent functions):

                  (a) all significant deficiencies and material weaknesses in
                  the design or operation of internal control over financial
                  reporting which are reasonable likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

                  (b) any fraud, whether or not material, that involves
                  management or other employees who have a significant role in
                  the registrant's internal control over financial reporting.


Date:  November 13, 2003                             /s/ James A. Todd
       -----------------                             ---------------------------
                                                     James A. Todd
                                                     Chairman, President and
                                                     Chief Executive Officer


                                       18
<PAGE>

I, Melanie Paisley Miller, certify that:

         1.       I have reviewed this quarterly report on Form 10-QSB of AF
                  Financial Group;

         2.       Based on my knowledge, this report does not contain any untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading with respect to the period covered by this report;

         3.       Based on my knowledge, the financial statements, and other
                  financial information included in this report, fairly present
                  in all material respects the financial condition, results of
                  operations and cash flows of the registrant as of, and for,
                  the periods presented in this report;

         4.       The registrant's other certifying officer and I are
                  responsible for establishing and maintaining disclosure
                  controls and procedures (as defined in Exchange Act Rules
                  13a-15(e) and 15d-15 (e)) for the registrant and have:

                  (a) Designed such disclosure controls and procedures, or
                  caused such disclosure controls and procedures to be designed
                  under our supervision, to ensure that material information
                  relating to the registrant, including its consolidated
                  subsidiaries, is made known to us by others within those
                  entities, particularly during the period in which this report
                  is being prepared;

                  (b) Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures prior to the filing presented in this
                  report our conclusions about the effectiveness of the
                  disclosure controls and procedures as of the end of the period
                  covered by this report based on such evaluation; and

                  (c) Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the period covered by this annual report that has materially
                  affected, or is reasonable likely to materially affect, the
                  registrant's internal control over financial reporting; and

         5.       The registrant's other certifying officer and I have
                  disclosed, based on our most recent evaluation of internal
                  control over financial reporting, to the registrant's auditors
                  and the audit committee of the registrant's board of directors
                  (or persons performing the equivalent functions):

                  (a) all significant deficiencies and material weaknesses in
                  the design or operation of internal control over financial
                  reporting which are reasonable likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

                  (b) any fraud, whether or not material, that involves
                  management or other employees who have a significant role in
                  the registrant's internal control over financial reporting.


Date:  November 13, 2003                             /s/ Melanie Paisley Miller
       -----------------                             --------------------------
                                                     Melanie Paisley Miller
                                                     Executive Vice President,
                                                     Secretary, Treasurer and
                                                     Chief Financial Officer


                                       19