<PAGE>
                                                Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         COVENANT FINANCIAL CORPORATION
             -----------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


            DELAWARE                                   75-2244650
-------------------------------                 -----------------------
(STATE  OR  OTHER  JURISDICTION                     IRS  EMPLOYER
         OF  INCORPORATION)                         IDENTIFICATION  NO.)

      6060 NORTH CENTRAL EXPRESSWAY, SUITE 560, NO. 9, DALLAS, TEXAS 75206
     ----------------------------------------------------------------------
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)


                STOCK ISSUANCES FOR CONSULTING AND LEGAL SERVICES
            -------------------------------------------------------
                            (FULL TITLE OF THE PLAN)


                                                         COPY  TO:
          GARY BELL                               DAVID M. LOEV, ATTORNEY AT LAW
COVENANT FINANCIAL CORPORATION                    2777 ALLEN  PARKWAY
6060 NORTH CENTRAL EXPRESSWAY, SUITE 560, NO.9    SUITE  1000
      DALLAS,  TEXAS  75206                       HOUSTON,  TEXAS  77019
         (214)  800-2842                          (713)  524-4110
(NAME, ADDRESS AND TELEPHONE
 NUMBER OF AGENT FOR SERVICE)


     APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN:  FROM TIME TO TIME
AFTER  THE  EFFECTIVE  DATE  OF  THIS  REGISTRATION  STATEMENT.

<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
=============================== ================  =====================  ==================    ================
                                                  PROPOSED  MAXIMUM      PROPOSED  MAXIMUM     AMOUNT  OF
 TITLE OF SECURITIES             AMOUNT  TO BE    OFFERING PRICE PER     AGGREGATE OFFERING    REGISTRATION
 TO  BE  REGISTERED              REGISTERED        SHARE  (1)              PRICE                 FEE
<S>                              <C>              <C>                    <C>                   <C>
------------------------------- ----------------  ---------------------  ------------------    ----------------

 Common Stock, $.001 par value     200,000        $ 1.50                  $300,000                $27.60
=============================== ================  =====================  ==================    ================
</TABLE>

(1)  Calculated  in  accordance  with  Rule  457(c)  solely  for  the purpose of
     determining  the  registration fee. The offering price is based on the last
     price  as reported on the Nasdaq Electronic Bulletin Board as of January 3,
     2003.

<PAGE>
                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS


ITEM  1.     PLAN  INFORMATION

     Information  required  by  Item 1 is included in documents sent or given to
participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.

ITEM  2.     REGISTRATION  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

     Information  required  by  Item 2 is included in documents sent or given to
participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.

                                        2
<PAGE>



                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  following  documents filed with the Securities and Exchange Commission
(the  "Commission")  are  incorporated  by  reference  into  this  Registration
Statement  and  are  made  a  part  hereof:

     (a)  The  Company's  Form  10KSB  filed  on  April  1,  2002.
     (b)  All  other  reports  filed  pursuant  to Section 13(a) or 15(d) of the
          Exchange  Act  since  the end of the fiscal year covered by the Annual
          Report  referred to in Item 3(a) above, including, but not limited to,
          the  Company's  quarterly  reports  on  Form 10-QSB through the fiscal
          quarter  ended  September  30,  2002.

     All  reports and other documents subsequently filed by the Company pursuant
to  Sections  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as  amended,  prior  to the filing of a post-effective amendment which indicates
that  all  securities  offered  hereby  have  been sold or which deregisters all
securities  then  remaining  unsold,  shall  be  deemed  to  be  incorporated by
reference  herein  and  to  be a part hereof from the date of the filing of such
reports  and  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES

COMMON  STOCK

     GENERAL.  The  Company  is  authorized to issue 50,000,000 shares of Common
Stock,  $.001  par  value  per  share.

     The  holders of the Common Stock are entitled to receive dividends when, as
and  if  declared  by  the  Board  of  Directors, out of funds legally available
therefor.  In  the  event  of  liquidation,  dissolution  or  winding  up of the
Company,  the  holders  of the Common Stock are entitled to share ratably in all
assets remaining available for distribution to them after payment of liabilities
and  after  provision  has  been  made  for  each class of stock, if any, having
preference  over the Common Stock.  The holders of the Common Stock as such have
no  conversion,  preemptive  or  other  subscription  rights  and  there  are no
redemption  provisions  applicable  to  the  Common  Stock.

     VOTING  RIGHTS.  The  holders  of the Common Stock are entitled to one vote
for  each  share  held  of record on all matters to be voted on by stockholders.
There  is  no  cumulative voting with respect to the election of directors, with
the  results  that the holders of shares having more than fifty percent (50%) of
the  votes  for  the  election  of  directors  can  elect  all of the directors.

     DIVIDEND  POLICY.  To  date,  the Company has not paid any dividends on its
Common  Stock.  The  payment  of  dividends, if any, in the future is within the
discretion  of  the  Board  of  Directors  and  will  depend  upon the Company's
earnings,  its  capital  requirements and financial condition and other relevant
factors.  The  Board does not intend to declare any dividends in the foreseeable
future,  but  instead  intends  to  retain  all earnings, if any, for use in the
Company's  business  operations.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS

     David  M.  Loev,  Attorney  at Law is receiving 50,000 shares in connection
with  this  S-8  registration  statement.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     The Company's Articles of Incorporation, as amended, eliminate the personal
liability  of  directors to the Company or its stockholders for monetary damages
for  breach  of  fiduciary  duty  to  the extent permitted by Delaware law.  The
Company's  Bylaws provide that the Company shall have the power to indemnify its
officers  and  directors  to the extent permitted by Delaware law.  Delaware law
authorizes  a  corporation to indemnify directors, officers, employees or agents
of the corporation in non-derivative suits if such party acted in good faith and
in  a manner he reasonably believed to be in or not opposed to the best interest
of  the  corporation and, with respect to any criminal action or proceeding, had
no  reasonable  cause  to  believe  his  conduct  was unlawful, as determined in
accordance  with  Delaware  law.

                                        3
<PAGE>


     The  provisions  affecting  personal liability do not abrogate a director's
fiduciary  duty  to  the  Company  and  its shareholders, but eliminate personal
liability for monetary damages for breach of that duty.   The provisions do not,
however,  eliminate  or  limit the liability of a director for failing to act in
good faith, for engaging in intentional misconduct or knowingly violating a law,
for  authorizing  the  illegal payment of a dividend or repurchase of stock, for
obtaining  an  improper  personal  benefit,  for  breaching a director's duty of
loyalty,  which  is  generally  described  as  the  duty  not  to  engage in any
transaction  which  involves  a conflict between the interest of the Company and
those  of  the  director,  or  for  violations  of  the federal securities laws.

     The  provisions  regarding  indemnification  provide,  in essence, that the
Company  will  indemnify  its  directors  against  expenses (including attorneys
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred  in  connection  with any action, suit or proceeding arising out of the
director's  status as a director of the Company, including actions brought by or
on behalf of the Company (shareholder derivative actions). The provisions do not
require  a showing of good faith.  Moreover, they do not provide indemnification
for  liability  arising  out  of  willful  misconduct, fraud, or dishonesty, for
"short-swing"  profits  violations  under  the  federal securities laws, for the
receipt  of illegal remuneration or if the director received a benefit in money,
property  or  services  to  which  the  director  is  not legally entitled.  The
provisions  also  do not provide indemnification for any liability to the extent
such  liability  is  covered  by  insurance.

     The  provisions  also  limit  or indemnify against liability resulting from
grossly  negligent  decisions  including  grossly  negligent  business decisions
relating  to  attempts  to  change  control  of  the  Company.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED

     Not  applicable.

ITEM  8.  EXHIBITS

     5.1  Opinion and consent of David M. Loev, Attorney at Law re: the legality
          of  the  shares  being  registered
     23.1 Consent  of  David  M. Loev, Attorney at Law (included in Exhibit 5.1)
     23.2 Consent  of  Malone  &  Bailey,  PLLC

ITEM  9.  UNDERTAKINGS

     (a)  The  registrant  hereby  undertakes:

          (1)  To  file,  during  any  period in which offers or sells are being
               made,  a  post-effective amendment to this registration statement
               to  include  any material information with respect to the plan of
               distribution  not  previously  disclosed  in  the  registration
               statement  or  any  material  change  to  such information in the
               registration  statement.
          (2)  That,  for  the  purpose  of  determining  liability  under  the
               Securities  Act  of  1933, each post-effective amendment shall be
               treated  as  a  new  registration  statement  of  the  securities
               offered, and the offering of the securities at that time shall be
               deemed  to  be  the  initial  bona  fide  offering  thereof.
          (3)  To  file  a  post-effective amendment to remove from registration
               any  of  the  securities  that  remain  unsold  at the end of the
               offering.
     (b)  The  undersigned  registrant  hereby  undertakes that, for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
registration  statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

                                        4
<PAGE>

     (c)     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 may be permitted to directors, officers and controlling
persons  of  the  registrant pursuant to the foregoing provisions, or otherwise,
the  registrant  has  been  advised  that  in  the opinion of the Securities and
Exchange  Commission  such indemnification is against public policy as expressed
in  the  Act  and  is,  therefore, unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by it is against public policy as expressed in the Act and will
be  governed  by  the  final  adjudication  of  such  issue.

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Dallas,  Texas  on  the 6th day of January 2003.

                                         COVENANT  FINANCIAL  CORPORATION


                                         BY: /s/  Gary  Bell
                                           ------------------------------------
                                           GARY  BELL,  PRESIDENT

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  date  indicated.

     SIGNATURES                       TITLE                          DATE
     ----------                       -----                          ----
 /s/  Gary  Bell             President and Director             January 6, 2003
-------------------
GARY  BELL

/s/  Keith  D.  Newton       Secretary, Treasurer and Director  January 6, 2003
-------------------------
KEITH  D.  NEWTON

/s/ C. Keith Wikerson, II    Director                           January 6, 2003
-------------------------
C.  KEITH  WILKERSON,  II

                                        5
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 14945}]
{"company-data": {"conformed-name": "COVENANT FINANCIAL CORP", "cik": "0000828940", "assigned-sic": "6799", "irs-number": "752224650", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102427", "film-number": "03509225"}, "business-address": {"street1": "4714 GREENVILLE AVENUE", "city": "DALLAS", "state": "TX", "zip": "75206", "phone": "9728416929"}, "mail-address": {"street1": "4714 GREENVILLE AVENUE", "city": "DALLAS", "state": "TX", "zip": "75206"}, "former-company": [{"former-conformed-name": "OWEN OLIVER CORP", "date-changed": "19881107"}, {"former-conformed-name": "SPARTAN OIL CORP", "date-changed": "20000309"}, {"former-conformed-name": "HOMEGATE CORP", "date-changed": "20001115"}]}
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                         COVENANT FINANCIAL CORPORATION
             -----------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                   75-2244650
-------------------------------                 -----------------------
(STATE  OR  OTHER  JURISDICTION                     IRS  EMPLOYER
         OF  INCORPORATION)                         IDENTIFICATION  NO.)

      6060 NORTH CENTRAL EXPRESSWAY, SUITE 560, NO. 9, DALLAS, TEXAS 75206
     ----------------------------------------------------------------------
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

                STOCK ISSUANCES FOR CONSULTING AND LEGAL SERVICES
            -------------------------------------------------------
                            (FULL TITLE OF THE PLAN)

                                                         COPY  TO:
          GARY BELL                               DAVID M. LOEV, ATTORNEY AT LAW
COVENANT FINANCIAL CORPORATION                    2777 ALLEN  PARKWAY
6060 NORTH CENTRAL EXPRESSWAY, SUITE 560, NO.9    SUITE  1000
      DALLAS,  TEXAS  75206                       HOUSTON,  TEXAS  77019
         (214)  800-2842                          (713)  524-4110
(NAME, ADDRESS AND TELEPHONE
 NUMBER OF AGENT FOR SERVICE)

     APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN:  FROM TIME TO TIME
AFTER  THE  EFFECTIVE  DATE  OF  THIS  REGISTRATION  STATEMENT.
CALCULATION OF REGISTRATION FEE
=============================== ================  =====================  ==================    ================
                                                  PROPOSED  MAXIMUM      PROPOSED  MAXIMUM     AMOUNT  OF
 TITLE OF SECURITIES             AMOUNT  TO BE    OFFERING PRICE PER     AGGREGATE OFFERING    REGISTRATION
 TO  BE  REGISTERED              REGISTERED        SHARE  (1)              PRICE                 FEE
------------------------------- ----------------  ---------------------  ------------------    ----------------

 Common Stock, $.001 par value     200,000        $ 1.50                  $300,000                $27.60
=============================== ================  =====================  ==================    ================
(1)  Calculated  in  accordance  with  Rule  457(c)  solely  for  the purpose of
     determining  the  registration fee. The offering price is based on the last
     price  as reported on the Nasdaq Electronic Bulletin Board as of January 3,
     2003.
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION

     Information  required  by  Item 1 is included in documents sent or given to
participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.

ITEM  2.     REGISTRATION  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

     Information  required  by  Item 2 is included in documents sent or given to
participants  in  the  Plan  pursuant  to  Rule 428(b)(1) of the Securities Act.

                                        2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

     The  following  documents filed with the Securities and Exchange Commission
(the  "Commission")  are  incorporated  by  reference  into  this  Registration
Statement  and  are  made  a  part  hereof:

     (a)  The  Company's  Form  10KSB  filed  on  April  1,  2002.
     (b)  All  other  reports  filed  pursuant  to Section 13(a) or 15(d) of the
          Exchange  Act  since  the end of the fiscal year covered by the Annual
          Report  referred to in Item 3(a) above, including, but not limited to,
          the  Company's  quarterly  reports  on  Form 10-QSB through the fiscal
          quarter  ended  September  30,  2002.

     All  reports and other documents subsequently filed by the Company pursuant
to  Sections  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as  amended,  prior  to the filing of a post-effective amendment which indicates
that  all  securities  offered  hereby  have  been sold or which deregisters all
securities  then  remaining  unsold,  shall  be  deemed  to  be  incorporated by
reference  herein  and  to  be a part hereof from the date of the filing of such
reports  and  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES

COMMON  STOCK

     GENERAL.  The  Company  is  authorized to issue 50,000,000 shares of Common
Stock,  $.001  par  value  per  share.

     The  holders of the Common Stock are entitled to receive dividends when, as
and  if  declared  by  the  Board  of  Directors, out of funds legally available
therefor.  In  the  event  of  liquidation,  dissolution  or  winding  up of the
Company,  the  holders  of the Common Stock are entitled to share ratably in all
assets remaining available for distribution to them after payment of liabilities
and  after  provision  has  been  made  for  each class of stock, if any, having
preference  over the Common Stock.  The holders of the Common Stock as such have
no  conversion,  preemptive  or  other  subscription  rights  and  there  are no
redemption  provisions  applicable  to  the  Common  Stock.

     VOTING  RIGHTS.  The  holders  of the Common Stock are entitled to one vote
for  each  share  held  of record on all matters to be voted on by stockholders.
There  is  no  cumulative voting with respect to the election of directors, with
the  results  that the holders of shares having more than fifty percent (50%) of
the  votes  for  the  election  of  directors  can  elect  all of the directors.

     DIVIDEND  POLICY.  To  date,  the Company has not paid any dividends on its
Common  Stock.  The  payment  of  dividends, if any, in the future is within the
discretion  of  the  Board  of  Directors  and  will  depend  upon the Company's
earnings,  its  capital  requirements and financial condition and other relevant
factors.  The  Board does not intend to declare any dividends in the foreseeable
future,  but  instead  intends  to  retain  all earnings, if any, for use in the
Company's  business  operations.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS

     David  M.  Loev,  Attorney  at Law is receiving 50,000 shares in connection
with  this  S-8  registration  statement.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS

     The Company's Articles of Incorporation, as amended, eliminate the personal
liability  of  directors to the Company or its stockholders for monetary damages
for  breach  of  fiduciary  duty  to  the extent permitted by Delaware law.  The
Company's  Bylaws provide that the Company shall have the power to indemnify its
officers  and  directors  to the extent permitted by Delaware law.  Delaware law
authorizes  a  corporation to indemnify directors, officers, employees or agents
of the corporation in non-derivative suits if such party acted in good faith and
in  a manner he reasonably believed to be in or not opposed to the best interest
of  the  corporation and, with respect to any criminal action or proceeding, had
no  reasonable  cause  to  believe  his  conduct  was unlawful, as determined in
accordance  with  Delaware  law.

                                        3
The  provisions  affecting  personal liability do not abrogate a director's
fiduciary  duty  to  the  Company  and  its shareholders, but eliminate personal
liability for monetary damages for breach of that duty.   The provisions do not,
however,  eliminate  or  limit the liability of a director for failing to act in
good faith, for engaging in intentional misconduct or knowingly violating a law,
for  authorizing  the  illegal payment of a dividend or repurchase of stock, for
obtaining  an  improper  personal  benefit,  for  breaching a director's duty of
loyalty,  which  is  generally  described  as  the  duty  not  to  engage in any
transaction  which  involves  a conflict between the interest of the Company and
those  of  the  director,  or  for  violations  of  the federal securities laws.

     The  provisions  regarding  indemnification  provide,  in essence, that the
Company  will  indemnify  its  directors  against  expenses (including attorneys
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred  in  connection  with any action, suit or proceeding arising out of the
director's  status as a director of the Company, including actions brought by or
on behalf of the Company (shareholder derivative actions). The provisions do not
require  a showing of good faith.  Moreover, they do not provide indemnification
for  liability  arising  out  of  willful  misconduct, fraud, or dishonesty, for
"short-swing"  profits  violations  under  the  federal securities laws, for the
receipt  of illegal remuneration or if the director received a benefit in money,
property  or  services  to  which  the  director  is  not legally entitled.  The
provisions  also  do not provide indemnification for any liability to the extent
such  liability  is  covered  by  insurance.

     The  provisions  also  limit  or indemnify against liability resulting from
grossly  negligent  decisions  including  grossly  negligent  business decisions
relating  to  attempts  to  change  control  of  the  Company.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED

     Not  applicable.

ITEM  8.  EXHIBITS

     5.1  Opinion and consent of David M. Loev, Attorney at Law re: the legality
          of  the  shares  being  registered
     23.1 Consent  of  David  M. Loev, Attorney at Law (included in Exhibit 5.1)
     23.2 Consent  of  Malone  &  Bailey,  PLLC

ITEM  9.  UNDERTAKINGS

     (a)  The  registrant  hereby  undertakes:

          (1)  To  file,  during  any  period in which offers or sells are being
               made,  a  post-effective amendment to this registration statement
               to  include  any material information with respect to the plan of
               distribution  not  previously  disclosed  in  the  registration
               statement  or  any  material  change  to  such information in the
               registration  statement.
          (2)  That,  for  the  purpose  of  determining  liability  under  the
               Securities  Act  of  1933, each post-effective amendment shall be
               treated  as  a  new  registration  statement  of  the  securities
               offered, and the offering of the securities at that time shall be
               deemed  to  be  the  initial  bona  fide  offering  thereof.
          (3)  To  file  a  post-effective amendment to remove from registration
               any  of  the  securities  that  remain  unsold  at the end of the
               offering.
     (b)  The  undersigned  registrant  hereby  undertakes that, for purposes of
determining  any  liability under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant  to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act  of  1934  (and,  where  applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
registration  statement  shall  be  deemed  to  be  a new registration statement
relating  to the securities offered therein, and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

                                        4
(c)     Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act  of 1933 may be permitted to directors, officers and controlling
persons  of  the  registrant pursuant to the foregoing provisions, or otherwise,
the  registrant  has  been  advised  that  in  the opinion of the Securities and
Exchange  Commission  such indemnification is against public policy as expressed
in  the  Act  and  is,  therefore, unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant  of  expenses  incurred or paid by a director, officer or controlling
person  of  the  registrant  in  the  successful  defense of any action, suit or
proceeding)  is  asserted  by  such  director,  officer or controlling person in
connection  with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by it is against public policy as expressed in the Act and will
be  governed  by  the  final  adjudication  of  such  issue.

                                   SIGNATURES

     Pursuant  to the requirements of the Securities Act of 1933, the registrant
certifies  that  it  has  reasonable grounds to believe that it meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Dallas,  Texas  on  the 6th day of January 2003.

                                         COVENANT  FINANCIAL  CORPORATION

                                         BY: /s/  Gary  Bell
                                           ------------------------------------
                                           GARY  BELL,  PRESIDENT

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  date  indicated.

     SIGNATURES                       TITLE                          DATE
     ----------                       -----                          ----
 /s/  Gary  Bell             President and Director             January 6, 2003
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GARY  BELL

/s/  Keith  D.  Newton       Secretary, Treasurer and Director  January 6, 2003
-------------------------
KEITH  D.  NEWTON

/s/ C. Keith Wikerson, II    Director                           January 6, 2003
-------------------------
C.  KEITH  WILKERSON,  II

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