UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10-QSB

[Mark One]

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
      OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2003

                                       OR

[ ]   TRANSITION REPORT UNDER SECTION 13 OR
      15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ______________

Commission file number 0-13311

                             CityFed Financial Corp.
                             -----------------------
        (Exact name of small business issuer as specified in its charter)

                  Delaware                             22-2527684
                  --------                             ----------
    (State or other jurisdiction of           (IRS Employer Identification
     incorporation or organization)                        No.)

                        PO Box 3126, Nantucket, MA 02584
                        --------------------------------
                    (Address of principal executive offices)

                                 (508) 228-2366
                                 --------------
                           (Issuer's telephone number)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date. As of September 30, 2003, the number
of shares of outstanding common stock was 18,716,134.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

                                       1

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

CITYFED FINANCIAL CORP.

CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
September 30, 2003
(Dollars in Thousands)
                                                                September
                                                                ---------
                                                                30, 2003
                                                                --------
                                                               (Unaudited)
                                                               -----------

ASSETS

  Cash                                                         $       99
  Investment securities at fair value                               1,747
  Loans receivable                                                  3,427
  Other assets                                                          5
                                                               ----------

TOTAL ASSETS                                                   $    5,278
                                                               ==========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

LIABILITIES:
  Accrued expenses                                             $       25
  Other liabilities                                                 5,696
                                                               ----------

        Total liabilities                                           5,721
                                                               ----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY:
   Preferred stock, 30,000,000 shares authorized:
      $2.10 cumulative convertible, Series B, $25
          par value, issued and outstanding: 2,538,550             63,464
      Series C Junior, cumulative, $.01 par value,
           liquidation preference $3.00 per share,
           issued and outstanding: 8,257,079                           82
   Common stock, $.01 par value, 100,000,000 shares
       authorized, issued:  18,915,134, outstanding:
       18,716,134                                                     188
   Additional paid-in capital                                     108,875
   Accumulated other comprehensive income, unrealized
     holding gains on securities                                       61
   Accumulated deficit                                           (172,113)
   Treasury stock, at cost (199,000 shares of common
     stock)                                                        (1,000)
                                                               -----------

        Total stockholders' deficiency                               (443)
                                                               -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                 $    5,278
                                                               ===========
See notes to consolidated financial statements.

                                       2

<PAGE>

<TABLE>
<CAPTION>
CITYFED FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS
Three and nine months ended September 30, 2003 and 2002
(Dollars in Thousands, Except Per Share Data)
(Unaudited)

                                                       Three Months Ended       Nine months Ended
                                                         September 30,            September 30,
                                                       2003          2002       2003          2002
                                                       ----          ----       ----          ----
<S>                                               <C>            <C>        <C>          <C>
INCOME:
  Interest on investments                         $      31      $     74   $    123     $    182
  Interest on loans                                     112            -         236           -
  Other income                                            1            14          2           14
                                                  ----------     ---------  ---------    ---------

    Total income                                        144            88        361          196
                                                  ----------     ---------  ---------    ---------
EXPENSES:
  Compensation and employee benefits                     69            41        154          126
  Other operating expenses                               26            18         69           76
  Interest expense                                        7            -          20           -
                                                  ----------     ---------  ---------    ---------

    Total expenses                                      102            59        243          202
                                                  ----------     ---------  ---------    ---------

NET INCOME (LOSS) FROM CONTINUING OPERATIONS             42            29        118           (6)

NET INCOME FROM DISCONTINUED OPERATIONS                  -             -          11           -
                                                  ----------     ---------  ---------    ---------

NET INCOME (LOSS)                                        42            29        129           (6)
                                                  ----------     ---------  ---------    ---------

OTHER COMPREHENSIVE INCOME:
  Unrealized gain on investment securities
    transferred to available-for-sale                    -             -         106           -
  Change in unrealized loss on available
    -for-sale securities                                (47)           -         (45)          -
                                                  ----------     ---------  ---------    ---------
TOTAL OTHER COMPREHENSIVE INOME                         (47)           -          61           -
                                                  ----------     ---------  ---------    ---------

COMPREHENSIVE (LOSS) INCOME                       $      (5)     $     29   $    190     $     (6)
                                                  ==========     =========  =========    =========

NET LOSS AVAILABLE FOR COMMON STOCKHOLDERS        $  (2,116)     $ (2,129)  $ (6,346)    $ (6,481)
                                                  ===========  ===========  ===========  =========

BASIC AND DILUTED LOSS PER COMMON SHARE:

  From continuing operations                         $ (0.11)     $ (0.12)     $ (0.34)     $ (0.35)
  From discontinued operations                       $ (0.00)     $ (0.00)     $ (0.00)     $ (0.00)
                                                  -----------  -----------  -----------  -----------
  Net loss                                           $ (0.11)     $ (0.12)     $ (0.34)     $ (0.35)
                                                  ===========  ===========  ===========  ===========

AVERAGE COMMON SHARES OUTSTANDING                 18,716,134   18,716,134   18,716,134   18,716,134


DIVIDENDS PER COMMON SHARE                                 -            -

See notes to consolidated financial statements.
</TABLE>

                                       3

<PAGE>

CITYFED FINANCIAL CORP.

CONSOLISDATED STATEMENTS OF CASH FLOWS
Nine months ended September 30, 2003 and 2002
(Dollars in Thousands)
(Unaudited)

                                                            2003         2002
                                                            ----         ----
CASH FLOWS FROM OPERATING ACTIVITIES:
    Interest received                                   $   374    $     270
    Operating expenses                                     (235)        (209)
    Other income                                              2           14
    Settlement payments                                     (28)      (1,069)
                                                        --------   ----------
      Net cash provided by (used in) operating
        activities                                          113         (994)
                                                        --------   ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Decrease in investment securities                     2,202        1,562
    Increase in loans                                    (1,551)      (1,066)
    Other                                                    (2)          (2)
                                                        --------   ----------

      Net cash (used in) provided by investing
        activities                                         (649)         494
                                                        --------   ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
    (Decrease) increase in repurchase agreements           (700)         575
                                                        --------   ----------
      Cash (used in) provided by financing
        activities                                         (700)         575
                                                        --------   ----------
NET INCREASE IN CASH                                         62           75

CASH AT BEGINNING OF PERIOD                                  37            0
                                                        --------   ----------

CASH AT END OF PERIOD                                   $    99    $      75
                                                        ========   ==========
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH
    PROVIDED BY (USED IN) OPERATING ACTIVITIES:
    Net income (loss)                                   $   129    $      (6)
    Gain from discontinued operations                       (11)           -
    Settlement payments                                     (28)      (1,069)
    Decrease (increase) in other assets                      53           (3)
    (Increase) decrease in accrued income and
       expense, net                                         (30)          84
                                                        --------   ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                                        $   113    $    (994)
                                                        ========   ==========

See notes to consolidated financial statements.

                                       4

<PAGE>

CITYFED FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2003 (UNAUDITED)

1.    CityFed  Financial Corp.  ("CityFed") was incorporated in Delaware in 1984
      and until December 8, 1989, CityFed was a unitary savings and loan holding
      company that  conducted  its business  primarily  through its ownership of
      City  Federal  Savings  Bank ("City  Federal")  and its  subsidiaries.  On
      December 7, 1989, the Office of Thrift  Supervision  ("OTS") of the United
      States Department of the Treasury declared City Federal insolvent, ordered
      it closed  and  appointed  the  Resolution  Trust  Corporation  ("RTC") as
      receiver of City Federal.  A new federal mutual savings bank, City Savings
      Bank, F.S.B.  ("City Savings"),  was created,  which acquired all deposits
      and  substantially  all of the assets  and  liabilities  of City  Federal.
      CityFed no longer  controls  City  Federal  and has no  control  over City
      Savings.

      As a result of the  receivership  of City  Federal,  CityFed has undergone
      material  changes in the nature of its business and is no longer operating
      as a savings and loan holding company.  CityFed's financial  statements at
      December 31, 1989, for the year then ended,  and for  subsequent  periods,
      reflect CityFed's interest in City Federal as discontinued operations.  At
      September 30, 2003,  CityFed's business activities  consisted primarily of
      attempting to resolve outstanding  indemnification claims against CityFed,
      the  management  of  investments,  and  mortgage  and real estate  related
      investments as described below.

      During February 2002,  CityFed organized CFF Services Corp.  ("Services").
      Services is incorporated  in Delaware and is a wholly owned  subsidiary of
      CityFed.  The consolidated  financial  statements include the accounts and
      transactions of CityFed and Services  (collectively  referred to herein as
      the Company) after elimination of all intercompany activity. At the end of
      September  30,  2003,  Services  held  $3,424,000  of real  estate-related
      assets.

      The  consolidated  financial  statements  have been prepared  assuming the
      Company will continue as a going concern  although as discussed  above and
      in Note 5, CityFed is subject to a number of commitments and contingencies
      that  raise  substantial  doubt  about  its  ability  to do so.  Except as
      indicated in Note 5, the consolidated  financial statements do not include
      any adjustments that might result from the outcome of these  uncertainties
      which may be determined in the near term.

      Services  originates,  or purchases  participations  in,  residential  and
      commercial  first and second mortgage loans,  loans secured by real estate
      loans, and other real estate related loans. The borrowers generally do not
      meet the conforming guidelines established by banking institutions because
      of  higher   loan-to-value   ratios,  the  nature  or  absence  of  income
      documentation,  limited  credit  histories,  high levels of consumer debt,
      past credit  difficulties,  or other factors.  However, an analysis of the
      underlying  characteristics  of the borrower,  his business or employment,
      and/or the value of additional  collateral  to support the loan,  provides
      support so that the loan is a reasonable  risk and is priced  accordingly.
      The normal  location of the collateral is in the New England states with a
      concentration in Rhode Island and southeastern Massachusetts.

                                       5

<PAGE>

      Management  periodically  evaluates the adequacy of the allowance for loan
      losses based on past loan loss experience, known and inherent risks in the
      portfolio,  adverse situations that might affect the borrower's ability to
      repay,  the  estimated  value of any  underlying  collateral,  and current
      economic  conditions.  While  management  uses  information  available  in
      establishing the allowance for loan losses, evaluation assessments made by
      management  are  inherently  subjective  and  future  adjustments  to  the
      allowance  may be necessary if economic  conditions  differ  substantially
      from  the  assumptions  used in  making  the  evaluation.  Management  has
      determined  that no allowance  for loan losses was  necessary at September
      30, 2003 since,  based on its  evaluation,  no events causing loss or loan
      impairment  have  occurred.  The  allowance  for loan losses is a material
      estimate that is  particularly  susceptible to  significant  change in the
      near term.

2.    The consolidated  financial  statements should be read in conjunction with
      the  consolidated  financial  statements and notes thereto included in the
      CityFed's  Form  10-KSB for the year ended  December  31, 2002 ("2002 Form
      10-KSB").  The  interim  statements  reflect all  adjustments  of a normal
      recurring  nature that are, in the opinion of management,  necessary for a
      fair  presentation  of the results and financial  position for the periods
      presented.

3.    In July  1989,  CityFed's  Board of  Directors  suspended  the  payment of
      dividends on all three currently  outstanding  series of CityFed's  stock.
      These include  CityFed's common stock,  $0.01 par value per share ("Common
      Stock"),  on which CityFed had been paying quarterly dividends of one cent
      per share;  the Series C, Junior Preferred  Stock,  Cumulative,  $0.01 par
      value per share ("Series C Stock"), with a quarterly dividend of ten cents
      per share; and the $2.10 Cumulative Convertible Preferred Stock, Series B,
      $25.00 par value per share ("Series B Stock"),  with a quarterly  dividend
      of $0.525 per share. Dividends on both series of CityFed's preferred stock
      are  cumulative.  At September  30, 2003,  dividends in arrears were $76.0
      million  and  $47.1  million  on  CityFed's  Series B and  Series C Stock,
      respectively.

4     The Company  reclassified  its investments in mortgage  backed  securities
      from  held-to-maturity  to  available  for  sale as of June  1,  2003,  in
      response  to a  change  in  business  strategy  approved  by the  Board of
      Directors.  As a result of the change in business strategy, the Company no
      longer has the  positive  intent to hold the  securities  to maturity  but
      rather has the intent to hold them for an indefinite period. The necessity
      for the change in business strategy was not previously  anticipated by the
      Company.  Prior to June 1, 2003, the securities were recorded at amortized
      cost in investments.  The unrealized  holding gain of $106,000 existing at
      that  date  has been  added  to the  carrying  value  of  investments  and
      recognized in other  comprehensive  income. The change in fair value since
      June 1, 2003 is recorded as a component of other comprehensive income. The
      amortized  cost of the  investment  securities  at September  30, 2003 was
      $1,688,000.

5.    COMMITMENTS AND CONTINGENCIES

      Indemnification  Claims - The  By-laws of CityFed,  inter  alia,  obligate
      CityFed to  indemnify,  to the fullest  extent  authorized by the Delaware
      General Corporation Law, any person who is made or threatened to be made a
      party to or becomes involved in an action by reason of the fact that he or
      she is or was an  employee of CityFed or one of its  subsidiaries,  and to
      pay on his or her behalf  expenses  incurred in  defending  such an action
      prior to the final  disposition  of such action;  provided  that  expenses
      incurred  by an officer or  director  may be paid in advance  only if such

                                       6

<PAGE>

      person  delivers  an  undertaking  to CityFed to repay such  amounts if it
      ultimately is determined that the person is not entitled to be indemnified
      under CityFed's  Bylaws and the Delaware  General  Corporation  Law. These
      undertakings are generally not secured.  Consequently,  CityFed may become
      obligated  to  indemnify  such  persons  for their  expenses  incurred  in
      connection with any such action and to advance legal expenses  incurred by
      such  persons  prior  to the  final  disposition  of any such  action.  In
      addition  to any  amounts  paid on  behalf  of such  person  for  expenses
      incurred in connection with such an action,  CityFed also may have further
      indemnification  responsibilities  to  the  extent  damages  are  assessed
      against such a person and for settlement amounts.

      As described  below,  CityFed and several former directors and/or officers
      of City Federal were named as defendants or  respondents  in the First and
      Second RTC Actions and in the Notice of Charges (as such terms are defined
      below).  Many of these former  directors  and/or  officers of City Federal
      have requested  CityFed to indemnify them and to advance  expenses to them
      in connection with these matters.  A special  committee of CityFed's Board
      of  Directors,  comprised of directors  who were not named in the First or
      Second  RTC  Actions,   was  established  to  consider  this  request  for
      indemnification  and advancement of expenses with respect to the First and
      Second RTC  Actions.  On the advice of counsel to the  special  committee,
      CityFed  paid a portion of the  defendants'  reasonable  defense  costs on
      behalf of such former  directors and officers in such  connection with the
      First and Second RTC Actions.

      In addition to the First and Second RTC Actions, the Notice of Charges and
      the  "Indemnification  Claims  Relating  to Deferred  Compensation  Plans"
      (described below),  CityFed is currently aware of at least one other legal
      action with  respect to which  current or former  officers,  directors  or
      employees  of CityFed  or its  former  subsidiaries  have  requested  that
      CityFed advance expenses and indemnify them.

      In January 2002, CityFed entered into settlements with certain individuals
      and in the  future  may be  required  to make  payments  of legal fees and
      expenses  (including  settlement  amounts) to other  individuals  who have
      settled with the RTC or Federal Deposit Insurance  Corporation ("FDIC") in
      the Second RTC Action.  For more information  regarding these settlements,
      see "Second RTC Action" below.

      CityFed received a letter dated June 21, 1995, from Skadden,  Arps, Slate,
      Meagher & Flom  ("Skadden"),  which is counsel for Gordon Allen,  Marshall
      Criser, Edwin Halkyard,  Peter Kellogg,  William Liffers and Victor Pelson
      ("Outside  Directors"),  who  are or  were  parties  to one or more of the
      following matters (collectively,  the "Cases"): (1) the Second RTC Action;
      (2) the efforts to set aside the Temporary Order (as defined  below);  and
      (3) the administrative  enforcement  proceeding brought by the OTS against
      CityFed and the Individual  Respondents (as defined below). In the letter,
      the Outside  Directors  demanded  that,  pursuant to CityFed's  Bylaws and
      Restated  Certificate  of  Incorporation,   CityFed  pay  all  outstanding
      invoices from Skadden for legal services rendered to the Outside Directors
      in connection  with the Cases.  The letter states that, if CityFed refuses
      to make the payments demanded,  the Outside Directors will consider taking
      appropriate  legal  action to enforce  their  rights.  CityFed  received a
      similar letter from Venable, Baetjer, Howard & Civiletti, counsel for John
      Kean, who was a party to the Second RTC Action,  as well as from Alfred J.
      Hedden,  Gilbert G. Roessner, and Gordon Allen, who were or are parties to
      the Cases.  CityFed also received  similar  letters in connection with the

                                       7

<PAGE>

      deferred compensation matters described below. See "Indemnification Claims
      Relating to Deferred Compensation Plans."

      During January 2002, CityFed entered into Mutual Release Agreements with a
      number of former  officers,  directors  and  employees  of CityFed or City
      Federal  to  settle  in  full  amounts  claimed  for   indemnification  of
      settlement  payments made, and legal fees and expenses paid or incurred in
      connection with defenses,  in the Cases by such individuals.  At September
      30,  2003,  other  liabilities  consist  of  approximately  $5,696,000  of
      estimated  indemnification  claims made by former officers,  directors and
      employees of CityFed or City Federal  representing  $3,010,000  related to
      settlement  payments  made  in the  Cases,  $2,345,000  related  to  legal
      services and expenses paid or incurred by such parties in connection  with
      their  defense in the Cases,  $326,000  related to  deferred  compensation
      arrangements, and $15,000 related to a separate indemnification claim.

      On May 19, 2000,  CityFed finalized with the OTS and the FDIC a settlement
      ("Settlement")  that settled the action  described  below under "Notice of
      Charges."  Pursuant to the Settlement,  the Temporary Order was dissolved,
      and  the  Escrow   Agreement   (as   described   below)  was   terminated.
      Consequently,  CityFed may  reorganize,  perhaps  involving  a  bankruptcy
      proceeding.  It is anticipated that any remaining  indemnification  claims
      will be addressed prior to or as part of any such reorganization.

      CityFed does not know whether all current or former officers, directors or
      employees of CityFed or its former  subsidiaries  who are or were involved
      in actions or  proceedings  will request  advancement  or payment of legal
      expenses  and  indemnification  or,  if  requested,  whether  they will be
      entitled to  advancement  of expenses or  indemnification.  While  CityFed
      believes  amounts  accrued in other  liabilities at September 30, 2003 for
      remaining unpaid claims from the Cases and one additional  matter referred
      to above are  reasonable  estimates,  it is not  possible  for  CityFed to
      estimate with accuracy the probable amount or range of liability  relating
      to other potential  indemnification  claims that might be made pursuant to
      CityFed's  Bylaws or state  statutes,  although  the amount of such claims
      could be material.

      CityFed has held  settlement  discussions  with  respect to the  remaining
      claims of certain of its, and its former subsidiaries', current and former
      officers,   directors  and  employees   who  have   previously   requested
      indemnification from CityFed. Negotiations are ongoing.

      Certain   insurance   policies   may  provide   coverage  to  CityFed  for
      indemnification  payments  made by  CityFed.  These  policies,  subject to
      certain exclusions, limitations and loss participation provisions, provide
      coverage  to  CityFed  for  amounts  that  it may be  obligated  to pay to
      indemnify its current and former directors and officers, and in some cases
      also provide  coverage to the directors  and officers of CityFed  directly
      for covered losses resulting from claims made against CityFed's  directors
      and officers for certain  wrongful  acts.  Under the  insurance  policies,
      CityFed would be required,  prior to any payment by the insurers to it, to
      absorb a retention  amount  equal to the first $4 million of each  covered
      loss unless it is unable to do so by reason of insolvency.

      The insurers have denied  coverage with respect to the claims made against
      the   directors  and  officers  in  the  First  and  Second  RTC  Actions.
      Consequently,  CityFed  may  not be  reimbursed  by the  insurers  for any
      expenses advanced or indemnification payments made to these individuals in
      the First and Second RTC Actions.

                                       8

<PAGE>

      Notice of Charges - In the Matter of CityFed  Financial  Corporation,  OTS
      Order No. AP 94-26 (June 2, 1994) - On June 2, 1994,  the Office of Thrift
      Supervision  issued a Notice of  Charges  ("Notice  of  Charges")  against
      CityFed  and against  Gordon E. Allen,  John W.  Atherton,  Jr.,  Edwin M.
      Halkyard,  Alfred J.  Hedden,  Peter R.  Kellogg,  William A.  Liffers and
      Gilbert G. Roessner ("Individual Respondents"),  who are current or former
      directors or officers of CityFed and of CityFed's former subsidiary,  City
      Federal.

      The OTS charged  that  CityFed  failed to  maintain  the net worth of City
      Federal at levels required by applicable capital requirements in violation
      of a  stipulation  dated  December  4, 1984  ("Stipulation").  CityFed had
      provided  the  Stipulation  to the  Federal  Savings  and  Loan  Insurance
      Corporation in connection  with the approval by the Federal Home Loan Bank
      Board ("FHLBB") of CityFed's acquisition of City Federal in December 1984.
      FHLBB Resolution No. 84-664,  dated November 21, 1984,  approved CityFed's
      acquisition  of City Federal on the  condition  that,  among other things,
      CityFed  provide the Stipulation to the Federal Savings and Loan Insurance
      Corporation.  The Stipulation provided that, as long as CityFed controlled
      City  Federal,  CityFed  would  cause the net worth of City  Federal to be
      maintained at a level  consistent  with that required by  regulations  and
      would infuse sufficient  additional equity capital, in a form satisfactory
      to the regulators, to effect compliance with the capital requirement.  For
      further  information  regarding  the  Stipulation,  see "First RTC Action"
      below.

      The Notice of Charges sought restitution in an amount not less than $118.4
      million,  which the OTS alleged to be the  regulatory  capital  deficiency
      reported by City Federal in the fall of 1989.

      The OTS also sought a civil money penalty  against  CityFed on the grounds
      that  CityFed  allegedly  "knowingly"  committed  the  alleged  violations
      described   above  and  allegedly   "knowingly  or  recklessly   caused  a
      substantial  loss to City  Federal." The amount of the civil money penalty
      assessed against CityFed in the Notice of Charges was $2,649,600.

      The  OTS  charged  that  the  Individual  Respondents  had an  affirmative
      obligation to see that CityFed  complied  with its net worth  maintenance.
      The OTS alleged that some of the Individual  Respondents  (Messrs.  Allen,
      Atherton,  Hedden,  Kellogg and Roessner) were unjustly  enriched  through
      CityFed's  payment  of  their  legal  expenses  with  CityFed  assets,  an
      allegation  that refers to the  advancement  by  CityFed,  pursuant to its
      obligations in its Bylaws and Restated  Certificate of  Incorporation,  of
      litigation  expenses to those Individual  Respondents in the RTC action in
      the United  States  District  Court for the District of New Jersey  ("N.J.
      Court"),  Resolution Trust  Corporation v. Atherton,  et al., Civil Action
      No. 93-1811 (consolidated with Resolution Trust Corporation v. Simmons, et
      al., Civil Action No. 92-5261-B).  The Notice of Charges requested that an
      order be entered  by the  Director  of the OTS  requiring  the  Individual
      Respondents to make restitution, reimburse, indemnify or guarantee the OTS
      against loss in an amount not less than $400,000, which the OTS alleged to
      be the amount of legal expenses CityFed paid on their behalf from April to
      December 1993.

      In the Notice of  Charges,  the OTS also  assessed a civil  money  penalty
      against the  Individual  Respondents  on the grounds  that they  allegedly
      "violated a condition imposed in writing and/or a written  agreement." The
      amount  of  civil  money   penalties   assessed   against  the  Individual
      Respondents was $51,750 each.

                                       9

<PAGE>

      Also on June 2, 1994, the OTS issued a Temporary Order to Cease and Desist
      ("Temporary  Order")  against  CityFed.  The  Temporary  Order  sought  to
      "freeze"  CityFed's  assets by placing them in various  respects under the
      control of the OTS.  CityFed  and  several of the  Individual  Respondents
      attempted to have the Temporary Order set aside in court, but that attempt
      was unsuccessful.

      On October 26, 1994,  CityFed and the OTS entered into an Escrow Agreement
      with  CoreStates  Bank,  N.A. (now First Union  National Bank) pursuant to
      which CityFed  transferred  substantially all of its assets to First Union
      Bank for deposit into an escrow  account.  The Escrow  Agreement  provided
      CityFed  with $15,000 per month for normal  business  expenses and allowed
      CityFed to sell and purchase securities in the escrow account.

      The terms of the Settlement generally included the following:

         o    CityFed  paid  to  the  FDIC,   as  receiver  for  City   Federal,
              $3,169,115;

         o    CityFed  assigned  to the FDIC all of  CityFed's  interest  in its
              goodwill claim (see "Supervisory Goodwill Action" below);

         o    CityFed  conveyed  to the  FDIC  its  ownership  interest  in City
              Federal and gave up any claims against its receivership estate;

         o    The OTS dismissed  with  prejudice the Notice of Charges,  and the
              OTS and the FDIC gave full and  complete  releases  to CityFed and
              the Individual Respondents;

         o    CityFed  and the  Individual  Respondents  gave full and  complete
              releases to the OTS and the FDIC; and

         o    The OTS dissolved the Temporary  Order and authorized  First Union
              Bank to  release to CityFed  all of its  assets  remaining  in the
              escrow account  following  payment of the Settlement amount to the
              FDIC as  receiver  for  City  Federal.  Subsequently,  the  Escrow
              Agreement was terminated.

      First  RTC  Action - On  December  7,  1992,  the RTC in its  capacity  as
      receiver for City Savings,  and the RTC in its corporate  capacity,  filed
      the First RTC Action in the N.J.  Court  against  CityFed  and against two
      former officers of City Federal. In its complaint in the First RTC Action,
      the RTC, in its corporate capacity, sought, inter alia, to recover damages
      in excess of $12 million against CityFed  resulting from CityFed's alleged
      violation  of the  Stipulation  to maintain  the net worth of City Federal
      (Resolution  Trust  Corporation  v.  Simmons,  et al.,  Civil  Action  No.
      92-5261-B ("First RTC Action").

      Pursuant to the Settlement,  the FDIC released  CityFed from all claims in
      the First RTC Action.

      Second  RTC  Action - On April  26,  1993,  the RTC,  in its  capacity  as
      receiver for City Savings,  filed the Second RTC Action in the N.J.  Court
      against John W. Atherton, Jr., Gordon E. Allen, Alfred J. Hedden, Peter R.
      Kellogg,  John Kean,  Gilbert G.  Roessner,  George E. Mikula and James P.
      McTernan, all former directors and/or officers of City Federal (Resolution

                                       10

<PAGE>

      Trust  Corporation v. Atherton et al., Civil Action No. 93-1811)  ("Second
      RTC Action").  In its initial complaint in the Second RTC Action,  the RTC
      sought  to  recover   damages  in  excess  of  $130  million  for  alleged
      negligence,  gross  negligence  and  breach  of  fiduciary  duties  by the
      defendants in connection with certain loans made by City Federal. Although
      the Second RTC Action was filed separately from the First RTC Action,  the
      N.J. Court consolidated the two actions for administrative purposes.

      On June 17, 1993, the RTC filed a First Amended  Complaint ("First Amended
      Complaint")  in the Second RTC Action that named as additional  defendants
      in the Second RTC Action  Victor A.  Pelson and  Marshall M.  Criser,  two
      former  directors of City  Federal.  With the exception of the addition of
      Messrs.  Pelson  and  Criser as  defendants,  the  substance  of the First
      Amended Complaint was identical to the complaint filed by the RTC on April
      26, 1993.

      For additional  information concerning the First RTC Action and the Second
      RTC Action see CityFed's 2002 Form 10-KSB.

      CityFed is aware that all of the  defendants in the Second RTC Action have
      settled with the RTC or FDIC.  CityFed has completed its own  settlements,
      described above, with all the defendants except Peter R. Kellogg,  John W.
      Atherton, Jr. and Michael DeFreytas, who agreed to pay $3,000,000,  $5,000
      and $5,000,  respectively,  to settle  with the FDIC and such  amounts are
      included under other liabilities at December 31, 2002.

      "Supervisory  Goodwill"  Action - The United States  Supreme Court held in
      United States v. Winstar Corp., 518 U.S. 839, 116 S. Ct. 2432 (1996), that
      the loss by a financial institution of supervisory goodwill carried on its
      books as a consequence of earlier supervisory  mergers, as a result of the
      Financial Institutions Reform, Recovery and Enforcement Act of 1989, could
      constitute a breach of contract by the United  States.  On August 7, 1995,
      CityFed, acting in its own right and as shareholder of City Federal, filed
      a civil  action in the  United  States  Court of  Federal  Claims  seeking
      damages  for loss of  supervisory  goodwill  on its  books as a result  of
      various acquisitions by City Federal of troubled depository  institutions.
      CityFed  Financial  Corp.,  in  its  own  right  and in  its  capacity  as
      Shareholder of City Federal Saving Bank, Bedminster,  New Jersey v. United
      States of America, No. 95-508c.

      Pursuant to the Settlement,  CityFed assigned to the FDIC all of CityFed's
      interest in its  supervisory  goodwill case,  ceased to be a party to that
      case, and has no right to share in the recovery in that case, should there
      be one.

      Claim of a Former  Director and Officer - As a result of the  receivership
      of City Federal,  City Federal failed to pay Gilbert G. Roessner, a former
      director  and officer of CityFed,  the amounts  owed to him under  various
      deferred  compensation  arrangements  City Federal had with him. He claims
      that CityFed is responsible for this amount (approximately $1.1 million as
      of November 1989). On April 30, 1991,  special counsel to the Compensation
      Committee of CityFed's  Board of Directors  recommended  to the full Board
      that no payments  be made to Mr.  Roessner  currently,  but that the Board
      keep Mr. Roessner's claim under advisement, to be reconsidered in light of
      then existing  circumstances  and any additional  evidence provided by Mr.
      Roessner in support of his claim. The full Board of Directors received the
      report of special counsel to the Compensation Committee.

                                       11

<PAGE>

      Pursuant to Mr.  Roessner's  settlement  with the RTC as  discussed  under
      "Second  RTC  Action"  above,  CityFed  believes  Mr.  Roessner's  current
      deferred  compensation  claim is in the amount of $169,365.60 plus accrued
      interest  thereon,  if any. All of Mr.  Roessner's  claims were settled as
      part of the settlements entered into during January 2002 referred to under
      "Indemnification Claims" above.

      Indemnification  Claims  Relating  to  Deferred  Compensation  Plans  - In
      September 1990, the RTC, as receiver for City Federal (and the new Federal
      mutual   savings   bank  created  to  acquire  all  of  the  deposits  and
      substantially all of the assets and indebtedness of City Federal),  caused
      an  action  to  be  filed  in  the  N.J.   Court  seeking  the  return  of
      approximately  $3.1 million  (since  reduced to $1.9  million) in deferred
      compensation  paid by City  Federal to  certain  officers,  directors  and
      employees  of  City  Federal,  some of whom  are or  were  also  officers,
      directors  or  employees  of  CityFed.  Pursuant to the  Delaware  General
      Corporation  Law and the Bylaws of CityFed,  CityFed paid the  defendants'
      legal fees in connection with their defense of the litigation.

      A settlement  agreement,  under which the defendants were to pay $790,000,
      was entered into by the parties in June 1993.  This  settlement  agreement
      concluded the case.

      Several   defendants   requested  that  CityFed  reimburse  them  for  the
      settlement payments made by them under the settlement agreement.

      CityFed  has  settled  with all but  three of the  parties  as part of the
      settlements  describe above.  At September 30, 2003,  CityFed has included
      $326,000  related  to  the  remaining  claims  in  this  matter  in  other
      liabilities.

      Tax  Liabilities - CityFed's  liability  for federal  income taxes for tax
      years through 1990 was calculated on the basis of CityFed's inclusion in a
      consolidated   group  that   includes   City  Federal  and  the  successor
      institutions  created by the OTS to acquire the assets and  liabilities of
      City Federal. Under the applicable provisions of the Internal Revenue Code
      of 1986, as amended ("Code"), and the regulations thereunder,  all members
      of the consolidated  group,  including CityFed,  are jointly and severally
      liable for any income  taxes owed by the group.  CityFed has not  included
      City  Federal and the  successor  institutions  in the Federal  income tax
      returns  CityFed  filed or will file for its tax years 1991 through  2002.
      CityFed's  position is not free from challenge,  although CityFed believes
      that its position is reasonable under the current tax law.

      Potential Bankruptcy - CityFed has considered,  but not currently actively
      pursuing,  a  filing  under  the  Federal  Bankruptcy  Code to  assist  in
      resolving the claims made against it.

Item 2. Management's Discussion and Analysis or Plan of Operation.

General

      Since its  determination  to rely on Section  3(c)(5)(C) of the Investment
      Company Act of 1940,  as amended  ("1940  Act"),  CityFed has continued to
      invest in high grade money market  instruments and has made investments in
      pass-through  certificates  issued  by  federally  sponsored  agencies  in

                                       12

<PAGE>

      addition to its  investment in Services and Services'  investments.  Since
      the receivership of City Federal,  the operating  expenses of CityFed have
      consisted of the salaries of the employees of CityFed, the expenses of the
      small  office  maintained  by CityFed  and the  related  office  operating
      expenses,  expenses  relating to the audit of its financial  statements by
      its  independent  auditors,  and  expenses of its outside  legal  counsel.
      Currently, CityFed has one full-time employee and one office.

      CityFed  believes that it can satisfy its cash  requirements  for its next
      twelve  months of  operations  from its  existing  assets or by  utilizing
      borrowing arrangements secured by its investments. During such period, the
      Company  does  not  expect  to  purchase  or  sell  plant  or  significant
      equipment,  nor does the Company intend to significantly change its number
      of employees.

      Due to the nature of its assets at and  subsequent  to  December  8, 1989,
      CityFed  might  have  been  deemed to fall  within  the  definition  of an
      "investment company" under the 1940 Act. To resolve any question regarding
      its current  status under the 1940 Act,  CityFed filed an  application  on
      October  19,  1990  with the  Division  of  Investment  Management  of the
      Securities and Exchange  Commission ("SEC") for an order exempting it from
      certain  provisions  of the 1940 Act and  certain  rules  and  regulations
      thereunder.  This  application was amended on September 23, 1993,  January
      18, 1994 and March 1, 1994.  The  application  was granted under  Sections
      6(c) and (e) of the 1940 Act on March 15, 1994.  Under the order  granting
      the application  ("1940 Act Order"),  CityFed was not required to register
      as an  investment  company.  The 1940  Act  Order  issued  by the SEC that
      exempted CityFed from having to register as an investment  company expired
      on February 6, 2003. As stated above, CityFed has expanded its investments
      and is  currently  relying on Section  3(c)(5)(C)  of the 1940 Act,  which
      exempts  from  registration  as an  investment  company  any person who is
      primarily  engaged in  "purchasing  or otherwise  acquiring  mortgages and
      other liens on and interests in real estate."

Liquidity and Capital Resources

      At September 30, 2003, the Company had  approximately  $5,278,000 in total
      assets,   $5,721,000  in  total   liabilities  and  $443,000  in  negative
      stockholders'  equity. At December 31, 2002, the Company had approximately
      $5,869,000 in total assets,  $6,502,000 in total  liabilities and $633,000
      in negative  stockholders' equity.  However, as discussed in Note 5 to the
      Notes and under Item 1., "Description of Business - Potential  Obligations
      of CityFed" in the  Company's  2002 Form  10-KSB,  a number of claims have
      been asserted against CityFed. If the claimants under some or all of these
      claims are  successful,  their claims against CityFed could greatly exceed
      the Company's assets.

      While  the  Company's  liquidity  is  expected  to be  sufficient  to meet
      expected  litigation  and  administrative  expenses  over the next  twelve
      months, any substantial  indemnification  expense,  settlement or judgment
      could reduce  liquidity to a level that would  jeopardize the continuation
      of the  Company's  activities.  However,  as a result of accruals to other
      liabilities to reflect the items described under Item 1.,  "Description of
      Business -  Potential  Obligations  of  CityFed"  in  CityFed's  2002 Form
      10-KSB,  the Company currently has a negative net worth and it is unlikely
      that  CityFed  will  be  able to  achieve  a  positive  net  worth  in the
      foreseeable  future.  Although  management  believes  that  the  Company's
      current level of accruals are sufficient,  no assurances can be given that
      the amounts established will be adequate,  that any ultimate resolution of

                                       13

<PAGE>

      the claims will not result in  substantial  amounts being incurred or that
      further claims will not be asserted.

      As  discussed  above,  since the  receivership  of City  Federal,  CityFed
      initially  marshaled  its assets and has been,  and  currently  is, in the
      process of determining its liabilities. To maintain the value of CityFed's
      existing assets while this process is ongoing,  CityFed invested in income
      producing  instruments.  After the settlements  described  above,  CityFed
      determined  to expand  its  investment  options  to  include  pass-through
      certificates  issued by  federally  sponsored  agencies  and to include an
      investment in a subsidiary  that invests in first and second  mortgage and
      other real  estate  related  assets  including  pass-through  certificates
      issued by federally sponsored agencies. Proceeds from CityFed's investment
      in  Services  are used by Services  to fund its  investments  in first and
      second  mortgages and other real estate assets.  To provide  liquidity for
      its  investment in Services,  CityFed has and may from time to time in the
      future enter into reverse repurchase agreements utilizing its or Services'
      investments.

Results of Operations

      CityFed  recorded a net income  from  continuing  operations  for the nine
      months ended  September 30, 2003 of $118,000.  This compares to a net loss
      from  continuing  operations  in the amount of $6,000 for the nine  months
      ended  September 30, 2002.  There was income of $11,000 from  discontinued
      operations  for the nine months ended  September  30,  2003.  There was no
      income or loss  from  discontinued  operations  in the nine  months  ended
      September 30, 2002.

      CityFed  recorded a net income from  continuing  operations  for the three
      months ended September 30, 2003 of $42,000.  This compares to a net income
      from  continuing  operations in the amount of $29,000 for the three months
      ended  September 30, 2002.  There was no income or loss from  discontinued
      operations for the three months ended  September 30, 2002 or for the three
      months ended September 30, 2003.

      Interest on investments  was $123,000 for the nine months ended  September
      30, 2003 compared to $182,000 for the nine months ended September 30, 2002
      due to the lower amount of funds invested.  Interest on loans for the nine
      months ended  September  30, 2003 was  $236,000.  There was no interest on
      loans in the nine months  ended  September  30,  2002.  Total  expenses of
      $243,000 for the nine months ended  September  30, 2003 were more than the
      $202,000 for the same period in 2002 due to higher  compensation  expenses
      and  interest   expenses   (from   CityFed's   entering  into   repurchase
      agreements).

      Interest on investments  was $31,000 for the three months ended  September
      30, 2003 compared to $74,000 for the three months ended September 30, 2002
      due to the lower amount of funds invested. Interest on loans for the three
      months ended  September  30, 2003 was  $112,000.  There was no interest on
      loans in the three months ended  September  30,  2002.  Total  expenses of
      $102,000 for the three months  ended  September  30, 2003 were higher than
      the  $59,000 for the same  period in 2002 due to higher  compensation  and
      legal fees.

      At September  30, 2003,  there  remain  claims from five parties  totaling
      $3,010,000 for  settlements  made in the Cases,  $326,000 for  settlements
      made in the deferred compensation matter and $2,344,000 for legal services
      and expenses paid or incurred by the same parties in connection with their

                                       14

<PAGE>

      defense in the Cases,  and $15,000  related to a separate  indemnification
      claim. See Note 5 above and Item 1.,  "Description of Business - Potential
      Obligations of CityFed" in CityFed's  2002 Form 10-KSB.  These amounts are
      included in other liabilities at September 30, 2003 and are unchanged from
      December 31, 2002.

      The basic (and diluted) loss per common share from  continuing  operations
      of $0.34 for the nine months  ended  September  30, 2003 and $0.35 for the
      nine months ended  September  30, 2002,  is after the  deduction of unpaid
      preferred dividends of $6,475,000 in both periods. The basic (and diluted)
      loss per common share from discontinued  operations was $0.00 for the nine
      months ended September 30, 2003 and 2002. The basic (and diluted) loss per
      common share of $0.11 for the three months  ended  September  30, 2003 and
      $0.12  for the  three  months  ended  September  30,  2002,  is after  the
      deduction of unpaid preferred  dividends of $2,158,000 in both periods. No
      preferred or common  dividends  have been paid since the second quarter of
      1989 and none are expected to be paid until  CityFed's  situation  changes
      significantly.

Item 3. Controls and Procedures

      CityFed,   under  the  supervision  and  with  the  participation  of  its
      management,  including  its Chief  Executive  Officer,  has  evaluated the
      effectiveness  of its  disclosure  controls and  procedures (as defined in
      Rules 13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of 1934,
      as amended  ("Exchange  Act")) as of the end of the period covered by this
      report. Based upon that evaluation,  CityFed's Chief Executive Officer has
      concluded that CityFed's  disclosure controls and procedures are effective
      in providing  reasonable assurance that (a) the information required to be
      disclosed  by CityFed in the  reports  that it files or submits  under the
      Exchange Act is recorded,  processed,  summarized and reported  within the
      required  time  periods  and  (b)  such  information  is  accumulated  and
      communicated to CityFed's management, including its CEO, as appropriate to
      allow timely decisions regarding required disclosure.

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

      See Note 5 to the Notes for a description of litigation.

Item 2. Changes in Securities.

      (a) None.

      (b) None.

      (c) None.

      (d) Not applicable.

Item 3. Defaults Upon Senior Securities.

      (a) None.

                                       15

<PAGE>

      (b) CityFed's $2.10 Cumulative  Convertible Preferred Stock, Series B, par
      value $25.00 per share  ("Series B Stock"),  is required to pay  quarterly
      dividends  at a rate of $0.525 per share on March 1, June 1,  September  1
      and December 1 of each year.  CityFed's  Series C, Junior Preferred Stock,
      Cumulative,  par value $0.01 per share ("Series C Stock"),  is required to
      pay quarterly dividends at a rate of $0.10 per share on March 15, June 15,
      September  15 and  December  15 of each year.  The  dividends  on both the
      Series B and the  Series C Stock  are  cumulative.  The  Series C Stock is
      junior to the Series B Stock in the payment of dividends.

      Beginning with the payment due on September 1, 1989,  CityFed has not paid
      any quarterly dividends on the Series B Stock.  Beginning on September 15,
      1989,  CityFed also has not paid any  quarterly  dividends on the Series C
      Stock.  Because CityFed has failed to pay at least six quarterly dividends
      on the Series B Stock, the holders of such stock have the exclusive right,
      voting separately as a class, to elect, and have elected, two directors of
      CityFed.  Until the aggregate deficiency is declared and fully paid on the
      Series B Stock  and the  Series  C  Stock,  CityFed  may not  declare  any
      dividends or make any other  distributions  on or redeem the Common Stock.
      Until the aggregate  deficiency is declared and fully paid on the Series B
      Stock,   CityFed  may  not  declare  any   dividends  or  make  any  other
      distributions  on or redeem the Series C Stock.  As of September 30, 2003,
      the  aggregate  deficiency on the Series B Stock was  approximately  $76.0
      million  and  the   aggregate   deficiency  on  the  Series  C  Stock  was
      approximately $47.1 million.

Item 4. Submission of Matters to a Vote of Security Holders.

      None.

Item 6. Exhibits and Reports on Form 8-K.

      (a) Exhibits

      11. Statement Regarding the Computation of Per Share Loss.

      (b) None.

                                       16

<PAGE>

                                   SIGNATURES

      In accordance  with the  requirements  of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                             CITYFED FINANCIAL CORP.

                               By: /s/ John W. Atherton, Jr.
                                   -------------------------
                                   John W. Atherton, Jr.
                                   President, Chief Executive Officer
                                     and Treasurer (Principal Executive
                                     and Financial Officer)

Date:  November 14, 2003

                                       17

<PAGE>

                                  CERTIFICATION

I, John W. Atherton, Jr., certify that:

      1.   I have reviewed this quarterly  report on Form 10-QSB for the quarter
           ended September 30, 2003 of CityFed Financial Corp.;

      2.   Based on my  knowledge,  this  quarterly  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 quarterly report;

      3.   Based on my knowledge, the financial statements,  and other financial
           information included in this quarterly 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 quarterly report;

      4.   The registrant's other certifying  officers and I are responsible for
           establishing and maintaining  disclosure  controls and procedures (as
           defined in Exchange Act Rules  13a-14 and 15d-14) for the  registrant
           and have:

              a.   designed such  disclosure  controls and  procedures to ensure
                   that  material   information   relating  to  the  registrant,
                   including its consolidated subsidiaries,  is made known to me
                   by others  within  those  entities,  particularly  during the
                   period in which this quarterly report is being prepared;
              b.   evaluated the  effectiveness of the  registrant's  disclosure
                   controls and  procedures as of a date within 90 days prior to
                   the filing date of this  quarterly  report  (the  "Evaluation
                   Date"); and
              c.   presented in this quarterly report our conclusions  about the
                   effectiveness of the disclosure controls and procedures based
                   on our evaluation as of the Evaluation Date;

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

              a.   all  significant  deficiencies  in the design or operation of
                   internal   controls   which   could   adversely   affect  the
                   registrant's ability to record, process, summarize and report
                   financial  data  and  have  identified  for the  registrant's
                   auditors any material weaknesses in internal controls; and
              b.   any fraud, whether or not material,  that involves management
                   or  other  employees  who  have  a  significant  role  in the
                   registrant's internal controls; and

      6.   The registrant's  other  certifying  officers and I have indicated in
           this quarterly report whether or not there were  significant  changes
           in internal  controls or in other  factors  that could  significantly
           affect  internal  controls  subsequent to the date of our most recent
           evaluation,   including  any   corrective   actions  with  regard  to
           significant deficiencies and material weaknesses.

                                       18

<PAGE>

                             CITYFED FINANCIAL CORP.

                               By: /s/ John W. Atherton, Jr.
                                   -------------------------
                                   John W. Atherton, Jr.
                                   President, Chief Executive Officer
                                     and Treasurer (Chief Executive
                                     and Financial Officer)

Date:  November 14, 2003



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the  Quarterly  Report  of  CityFed  Financial  Corp.  (the
"Company") on Form 10-QSB for the period ended  September 30, 2003 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  the
undersigned,  in the  capacities  and  on  the  dates  indicated  below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

1.    The Report fully  complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

2.    The information  contained in  the Report fairly presents, in all material
respects, the financial condition and results of operation of the Company.

                             CITYFED FINANCIAL CORP.


                               By: /s/ John W. Atherton, Jr.
                                   -------------------------
                                   John W. Atherton, Jr.
                                   President, Chief Executive Officer
                                     and Treasurer (Chief Executive
                                     and Financial Officer)


Date:  November 14, 2003

                                       19