Registration No. 333-______

    As filed with the Securities and Exchange Commission on November 20, 2002


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933



                          Chesterfield Financial Corp.
             (Exact Name of Registrant as Specified in its Charter)

              Delaware                                   36-4441126
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                           10801 South Western Avenue
                             Chicago, Illinois 60643
                    (Address of Principal Executive Offices)



               Chesterfield Financial Corp. 2001 Stock Option Plan
        Chesterfield Financial Corp. 2001 Recognition and Retention Plan
                            (Full Title of the Plans)


                Copies to:
            Michael E. DeHaan
  President and Chief Executive Officer             John J. Gorman, Esquire
      Chesterfield Financial Corp.           Luse Gorman Pomerenk & Schick, P.C.
       10801 South Western Avenue           5335 Wisconsin Ave., N.W., Suite 400
         Chicago, Illinois 60643                   Washington, D.C.  20015
             (773) 239-6000                            (202) 274-2000

       (Name, Address and Telephone
        Number of Agent for Service)



         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. : |x|


<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

====================================================================================================================
 Title of Securities        Amount to be          Proposed Maximum       Proposed Maximum          Amount of
   to be Registered        Registered (1)        Offering Price Per     Aggregate Offering      Registration Fee
                                                       Share                  Price
--------------------------------------------------------------------------------------------------------------------
<S>                      <C>                         <C>                    <C>                       <C>
  Common Stock, par
     value $0.01         430,473 shares (2)          $16.15 (3)             $6,952,139                $640
      per share
--------------------------------------------------------------------------------------------------------------------
  Common Stock, par
     value $0.01         172,189 shares (4)           $18.95 (5)            $3,262,982                $301
      per share
--------------------------------------------------------------------------------------------------------------------
        Total              602,662 shares                                  $10,215,121                $941
====================================================================================================================
</TABLE>

 _____________
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Chesterfield Financial Corp. 2001 Stock Option Plan (the "Stock Option
     Plan"), and the Chesterfield Financial Corp. 2001 Recognition and Retention
     Plan (the "Recognition and Retention Plan") as the result of a stock split,
     stock dividend or similar adjustment of the outstanding Common Stock of
     Chesterfield Financial Corp. pursuant to 17 C.F.R. ss. 230.416(a).
(2)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the Stock Option Plan.
(3)  Determined by the exercise price of options pursuant to 17 C.F.R.
     ss.230.457(h)(1).
(4)  Represents the maximum number of shares that can be granted pursuant to the
     Recognition and Retention Plan. (5) Determined by reference to the fair
     market value of the common stock on November 15, 2002, pursuant to 17
     C.F.R.
     ss.230.457(c).



         This  Registration  Statement  shall  become  effective  upon filing in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.


                                       1

<PAGE>


PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan
                Annual Information

         The documents  containing the  information  specified in Part I of Form
S-8 have been or will be sent or given to  participants in the Stock Option Plan
and the Recognition and Retention Plan (collectively,  the "Plans") as specified
by Rule 428(b)(1)  promulgated by the  Securities and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

         Such documents are not being filed with the Commission,  but constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

         The   following   documents   previously  or   concurrently   filed  by
Chesterfield  Financial  Corp.  (the  "Company")  with the Commission are hereby
incorporated by reference in this Registration Statement:

         a) The  Company's  Annual Report on Form 10-K for the fiscal year ended
June 30, 2002 (Commission File No. 0-32589), filed pursuant to Rule 13a-1 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

         b) all other reports filed by the Company  pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
referred to above;

         c) The description of the common stock of the Company  contained in the
Registration  Statement on Form S-1 (Commission File No.  333-53882)  originally
filed by the Company  under the  Securities  Act of 1933 with the  Commission on
January  18,  2001,  and all  amendments  or  reports  filed for the  purpose of
updating such description.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  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 incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the prospectus.

         The Company  shall  furnish  without  charge to each person to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated). Requests should be directed to Michael
E. DeHaan, President and Chief Executive Officer,  Chesterfield Financial Corp.,
10801 South Western  Avenue,  Chicago,  Illinois 60643,  telephone  number (773)
239-6000.

         All  information  appearing  in  this  Registration  Statement  and the
prospectus is qualified in its entirety by the detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

Item 4.  Description of Securities

         Not applicable.


                                       2
<PAGE>

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.   Indemnification of Directors and Officers

         Article  NINTH of the  Certificate  of  Incorporation  of  Chesterfield
Financial  Corp.  (the  "Corporation")  sets  forth  circumstances  under  which
directors,  officers,  employees and agents of the Corporation may be insured or
indemnified against liability which they incur in their capacities as such:

         NINTH:

         A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a  Director  or an Officer of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

         B. The right to indemnification  conferred in Section A of this Article
NINTH  shall  include  the  right  to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter  an  "advancement of expenses");  provided,  however,  that, if the
Delaware General  Corporation Law requires,  an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other  capacity  in  which  service  was  or is  rendered  by  such  indemnitee,
including,  without  limitation,  service to an employee  benefit plan) shall be
made only upon delivery to the  Corporation  of an undertaking  (hereinafter  an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal  (hereinafter a "final  adjudication")
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Section or otherwise.  The rights to indemnification and to the advancement
of  expenses  conferred  in  Sections  A and B of this  Article  NINTH  shall be
contract  rights and such  rights  shall  continue as to an  indemnitee  who has
ceased to be a  Director,  Officer,  employee  or agent  and shall  inure to the
benefit of the indemnitee's heirs, executors and administrators.

         C. If a claim under Section A or B of this Article NINTH is not paid in
full by the  Corporation  within  sixty  days  after a  written  claim  has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which  case  the  applicable  period  shall be  twenty  days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant  to the  terms of an  undertaking,  the  indemnitee  shall be
entitled to be paid also the expense of  prosecuting  or defending such suit. In
(i) any suit  brought by the  indemnitee  to enforce a right to  indemnification
hereunder  (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking  the  Corporation  shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable  standard for
indemnification  set forth in the Delaware General  Corporation Law. Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel, or its stockholders) to have made a determination prior


                                       3
<PAGE>

to the  commencement  of such suit that  indemnification  of the  indemnitee  is
proper  in the  circumstances  because  the  indemnitee  has met the  applicable
standard of conduct set forth in the Delaware  General  Corporation  Law, nor an
actual  determination  by the  Corporation  (including  its Board of  Directors,
independent legal counsel,  or its stockholders) that the indemnitee has not met
such  applicable  standard  of  conduct,  shall  create a  presumption  that the
indemnitee  has not met the  applicable  standard  of conduct or, in the case of
such a suit brought by the  indemnitee,  be a defense to such suit.  In any suit
brought  by the  indemnitee  to  enforce  a right  to  indemnification  or to an
advancement  of  expenses  hereunder,  or  by  the  Corporation  to  recover  an
advancement of expenses  pursuant to the terms of an undertaking,  the burden of
proving  that the  indemnitee  is not  entitled  to be  indemnified,  or to such
advancement of expenses,  under this Article NINTH or otherwise  shall be on the
Corporation.

         D. The rights to  indemnification  and to the  advancement  of expenses
conferred in this Article  NINTH shall not be exclusive of any other right which
any person may have or hereafter  acquire under any statute,  the  Corporation's
Certificate  of  Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or
disinterested Directors or otherwise.

         E. The Corporation may maintain  insurance,  at its expense, to protect
itself  and any  Director,  Officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

         F. The Corporation  may, to the extent  authorized from time to time by
the Board of Directors,  grant rights to indemnification  and to the advancement
of expenses to any employee or agent of the Corporation to the fullest extent of
the  provisions  of this Article NINTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.
<TABLE>
<CAPTION>

Regulation S-K                                                           Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto

<S>          <C>                                                            <C>
     5        Opinion of Luse Gorman Pomerenk & Schick, P.C.                Attached as Exhibit 5

     10.1     Chesterfield Financial Corp. 2001 Stock Option Plan.                  *

     10.2     Chesterfield Financial Corp. 2001 Recognition and                     *
              Retention Plan.

     23.1     Consent of Luse Gorman Pomerenk
              & Schick, P.C.                                                Contained in Exhibit 5

     23.2     Consent of Crowe, Chizek and Company LLP                      Attached as Exhibit 23.2

     24       Power of Attorney                                             Contained on Signature Page

</TABLE>

* Filed as exhibits to the Registrant's Proxy Statement relating to the
Registrant's November 20, 2001 annual meeting of stockholders, filed with the
Commission on October 18, 2001, which is incorporated herein by reference.

                                       4

<PAGE>

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

         1. To file,  during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  to  include  any
material  information  with  respect  to the plan  distribution  not  previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information in this Registration Statement;

         2.  That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment 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;

         3. To remove from  registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the Stock Option Plan and the Recognition and Retention Plan; and

         4. 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 15(d) of the Securities  Exchange Act of 1934 that is  incorporated  by
reference  in  this  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.

         5.  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.

                                       5

<PAGE>


                                  EXHIBIT INDEX


Exhibit Number             Description

      5                 Opinion of Luse Gorman Pomerenk & Schick, A Professional
                        Corporation as to the legality of the Common Stock
                        registered hereby.

      23.1              Consent of Luse Gorman Pomerenk & Schick, A Professional
                        Corporation (contained in the opinion included as
                        Exhibit 5).

      23.2              Consent of Crowe, Chizek and Company LLP.







                                        6

<PAGE>





                                   SIGNATURES

         The Registrant.  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 Chicago, Illinois, on this 18th day of November,
2002. CHESTERFIELD FINANCIAL CORP.


                                          By:  \s\ Michael E. DeHaan
                                               ---------------------------------
                                               Michael E. DeHaan, President and
                                               Chief Executive Officer (Duly
                                               Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of  Chesterfield  Financial
Corp. (the "Company") hereby severally  constitute and appoint Michael E. DeHaan
as our true and lawful attorney and agent, to do any and all things in our names
in the  capacities  indicated  below  which  said  Michael  E.  DeHaan  may deem
necessary or advisable to enable the Company to comply with the  Securities  Act
of 1933,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange Commission,  in connection with the registration statement on Form S-8,
including  specifically,  but not limited to, power and authority to sign for us
in our names in the capacities  indicated below the  registration  statement and
any and all amendments  (including  post-effective  amendments)  thereto; and we
hereby  approve,  ratify and confirm all that said Michael E. DeHaan shall do or
cause to be done by virtue thereof.

         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                                                     Date


\s\ Michael E. DeHaan                                          November 18, 2002
-----------------------------------
Michael E. DeHaan, President,
Chief Executive Officer and
Chairman (Principal Executive Officer)


\s\ Karen M. Wirth                                             November 18, 2002
-----------------------------------
Karen M. Wirth, Treasurer
(Principal Financial and Accounting Officer)


\s\ C. C. DeHaan                                               November 18, 2002
-----------------------------------
C. C. DeHaan, Director



-----------------------------------
Robert T. Mangan, Director



\s\ David M. Steadman                                          November 18, 2002
-----------------------------------
David M. Steadman, Director



\s\ Richard E. Urchell                                         November 18, 2002
-----------------------------------
Richard E. Urchell, Director



-----------------------------------
Donald D. Walters, Director


<PAGE>



                                    EXHIBIT 5

                 OPINION OF LUSE GORMAN POMERENK & SCHICK, P.C.


<PAGE>





              [letterhead of Luse Gorman Pomerenk & Schick, P.C.]




November 18, 2002                                                 (202) 274-2000

Board of Directors
Chesterfield Financial Corp.
10801 South Western Avenue
Chicago, Illinois 60643

                Re:  Chesterfield Financial Corp. 2001 Stock Option Plan and
                     Chesterfield Financial Corp. 2001 Recognition and Retention
                     Plan Registration Statement on Form S-8

Ladies and Gentlemen:

         You have  requested  the opinion of this firm as to certain  matters in
connection  with the issuance of  Chesterfield  Financial  Corp. (the "Company")
common  stock,  par value $.01 per share (the "Common  Stock"),  pursuant to the
Chesterfield  Financial  Corp.  2001 Stock Option Plan (the "Stock Option Plan")
and the  Chesterfield  Financial Corp.  2001  Recognition and Retention Plan. We
have reviewed the Company's Certificate of Incorporation, Registration Statement
on Form S-8 (the "Form S-8"),  as well as  applicable  statutes and  regulations
governing the Company and the offer and sale of the Common Stock.

         Based on the foregoing, we are of the following opinion:

         Upon the  effectiveness of the Form S-8, the Common Stock,  when issued
in connection with the exercise of options granted  pursuant to the Stock Option
Plan, will be legally issued, fully paid and non-assessable.

         This  opinion  has been  prepared  solely for the use of the Company in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                              Very truly yours,

                                              \s\ Luse Gorman Pomerenk & Schick

                                              LUSE GORMAN POMERENK & SCHICK
                                              A Professional Corporation


<PAGE>


                                  EXHIBIT 23.2

                    CONSENT OF CROWE, CHIZEK AND COMPANY LLP




<PAGE>


                 [letterhead of Crowe, Chizek and Company LLP]


                       CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the incorporation by reference in the Registration Statement of
Chesterfield Financial Corp. on Form S-8 of our report dated August 9, 2002 on
the consolidated balance sheets of Chesterfield Financial Corp. as of June 30,
2002 and 2001 and the related consolidated statements of income, shareholders'
equity, and cash flows for the years then ended included in the June 30, 2002
annual report on Form 10-K of Chesterfield Financial Corp.


                                               /s/ Crowe, Chizek and Company LLP

                                               Crowe, Chizek and Company LLP

Oak Brook, Illinois
November 19, 2002
[{"type": "S-8", "sequence": "1", "filename": "form_s8-111902.txt", "secsgml_size_bytes": 27046}]
{"company-data": {"conformed-name": "CHESTERFIELD FINANCIAL CORP", "cik": "0001132515", "assigned-sic": "6021", "irs-number": "364441126"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101305", "film-number": "02833315"}, "business-address": {"street1": "10801 S. WESTERN AVE.", "city": "CHICAGO", "state": "IL", "zip": "60643", "phone": "7732396000"}, "mail-address": {"street1": "10801 S. WESTERN AVE.", "city": "CHICAGO", "state": "IL", "zip": "60643"}}
Registration No. 333-______

    As filed with the Securities and Exchange Commission on November 20, 2002

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          Chesterfield Financial Corp.
             (Exact Name of Registrant as Specified in its Charter)

              Delaware                                   36-4441126
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                           10801 South Western Avenue
                             Chicago, Illinois 60643
                    (Address of Principal Executive Offices)

               Chesterfield Financial Corp. 2001 Stock Option Plan
        Chesterfield Financial Corp. 2001 Recognition and Retention Plan
                            (Full Title of the Plans)

                Copies to:
            Michael E. DeHaan
  President and Chief Executive Officer             John J. Gorman, Esquire
      Chesterfield Financial Corp.           Luse Gorman Pomerenk & Schick, P.C.
       10801 South Western Avenue           5335 Wisconsin Ave., N.W., Suite 400
         Chicago, Illinois 60643                   Washington, D.C.  20015
             (773) 239-6000                            (202) 274-2000

       (Name, Address and Telephone
        Number of Agent for Service)

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. : |x|
CALCULATION OF REGISTRATION FEE

====================================================================================================================
 Title of Securities        Amount to be          Proposed Maximum       Proposed Maximum          Amount of
   to be Registered        Registered (1)        Offering Price Per     Aggregate Offering      Registration Fee
                                                       Share                  Price
--------------------------------------------------------------------------------------------------------------------
Common Stock, par
     value $0.01         430,473 shares (2)          $16.15 (3)             $6,952,139                $640
      per share
--------------------------------------------------------------------------------------------------------------------
  Common Stock, par
     value $0.01         172,189 shares (4)           $18.95 (5)            $3,262,982                $301
      per share
--------------------------------------------------------------------------------------------------------------------
        Total              602,662 shares                                  $10,215,121                $941
====================================================================================================================
_____________
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     the Chesterfield Financial Corp. 2001 Stock Option Plan (the "Stock Option
     Plan"), and the Chesterfield Financial Corp. 2001 Recognition and Retention
     Plan (the "Recognition and Retention Plan") as the result of a stock split,
     stock dividend or similar adjustment of the outstanding Common Stock of
     Chesterfield Financial Corp. pursuant to 17 C.F.R. ss. 230.416(a).
(2)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the Stock Option Plan.
(3)  Determined by the exercise price of options pursuant to 17 C.F.R.
     ss.230.457(h)(1).
(4)  Represents the maximum number of shares that can be granted pursuant to the
     Recognition and Retention Plan. (5) Determined by reference to the fair
     market value of the common stock on November 15, 2002, pursuant to 17
     C.F.R.
     ss.230.457(c).

         This  Registration  Statement  shall  become  effective  upon filing in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

                                       1
PART I.

Items 1 and 2.  Plan Information and Registrant Information and Employee Plan
                Annual Information

         The documents  containing the  information  specified in Part I of Form
S-8 have been or will be sent or given to  participants in the Stock Option Plan
and the Recognition and Retention Plan (collectively,  the "Plans") as specified
by Rule 428(b)(1)  promulgated by the  Securities and Exchange  Commission  (the
"Commission")  under the  Securities  Act of 1933,  as amended (the  "Securities
Act").

         Such documents are not being filed with the Commission,  but constitute
(along with the  documents  incorporated  by  reference  into this  Registration
Statement  pursuant  to Item 3 of Part II  hereof) a  prospectus  that meets the
requirements of Section 10(a) of the Securities Act.

PART II.

Item 3.  Incorporation of Documents by Reference

         The   following   documents   previously  or   concurrently   filed  by
Chesterfield  Financial  Corp.  (the  "Company")  with the Commission are hereby
incorporated by reference in this Registration Statement:

         a) The  Company's  Annual Report on Form 10-K for the fiscal year ended
June 30, 2002 (Commission File No. 0-32589), filed pursuant to Rule 13a-1 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

         b) all other reports filed by the Company  pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the year covered by the Annual Report
referred to above;

         c) The description of the common stock of the Company  contained in the
Registration  Statement on Form S-1 (Commission File No.  333-53882)  originally
filed by the Company  under the  Securities  Act of 1933 with the  Commission on
January  18,  2001,  and all  amendments  or  reports  filed for the  purpose of
updating such description.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a),  13(c),  14, or 15(d) of the Exchange Act, after the
date  hereof,  and  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 incorporated by reference
into this  Registration  Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated,  by reference herein or therein shall be deemed to
be modified or superseded  for purposes of this  Registration  Statement and the
prospectus to the extent that a statement  contained herein or therein or in any
other   subsequently  filed  document  which  also  is,  or  is  deemed  to  be,
incorporated  by  reference  herein  or  therein  modifies  or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement and the prospectus.

         The Company  shall  furnish  without  charge to each person to whom the
prospectus is delivered,  on the written or oral request of such person,  a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically  incorporated by reference
to the information that is incorporated). Requests should be directed to Michael
E. DeHaan, President and Chief Executive Officer,  Chesterfield Financial Corp.,
10801 South Western  Avenue,  Chicago,  Illinois 60643,  telephone  number (773)
239-6000.

         All  information  appearing  in  this  Registration  Statement  and the
prospectus is qualified in its entirety by the detailed  information,  including
financial statements,  appearing in the documents incorporated herein or therein
by reference.

Item 4.  Description of Securities

         Not applicable.

                                       2
Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.   Indemnification of Directors and Officers

         Article  NINTH of the  Certificate  of  Incorporation  of  Chesterfield
Financial  Corp.  (the  "Corporation")  sets  forth  circumstances  under  which
directors,  officers,  employees and agents of the Corporation may be insured or
indemnified against liability which they incur in their capacities as such:

         NINTH:

         A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise  involved in any action,  suit or  proceeding,  whether
civil, criminal,  administrative or investigative  (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a  Director  or an Officer of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee benefit plan (hereinafter an  "indemnitee"),  whether the basis of such
proceeding  is alleged  action in an official  capacity as a Director,  Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent,  shall be indemnified and held harmless by the Corporation to
the fullest extent  authorized by the Delaware  General  Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader  indemnification  rights  than such law  permitted  the  Corporation  to
provide  prior to such  amendment),  against  all  expense,  liability  and loss
(including  attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties
and  amounts  paid  in  settlement)  reasonably  incurred  or  suffered  by such
indemnitee in connection therewith;  provided, however, that, except as provided
in  Section  C  hereof  with  respect  to   proceedings  to  enforce  rights  to
indemnification,   the  Corporation  shall  indemnify  any  such  indemnitee  in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.

         B. The right to indemnification  conferred in Section A of this Article
NINTH  shall  include  the  right  to be paid by the  Corporation  the  expenses
incurred in defending any such  proceeding  in advance of its final  disposition
(hereinafter  an  "advancement of expenses");  provided,  however,  that, if the
Delaware General  Corporation Law requires,  an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other  capacity  in  which  service  was  or is  rendered  by  such  indemnitee,
including,  without  limitation,  service to an employee  benefit plan) shall be
made only upon delivery to the  Corporation  of an undertaking  (hereinafter  an
"undertaking"),  by or on behalf of such  indemnitee,  to repay all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is no further right to appeal  (hereinafter a "final  adjudication")
that such  indemnitee is not entitled to be indemnified  for such expenses under
this Section or otherwise.  The rights to indemnification and to the advancement
of  expenses  conferred  in  Sections  A and B of this  Article  NINTH  shall be
contract  rights and such  rights  shall  continue as to an  indemnitee  who has
ceased to be a  Director,  Officer,  employee  or agent  and shall  inure to the
benefit of the indemnitee's heirs, executors and administrators.

         C. If a claim under Section A or B of this Article NINTH is not paid in
full by the  Corporation  within  sixty  days  after a  written  claim  has been
received by the Corporation, except in the case of a claim for an advancement of
expenses,  in which  case  the  applicable  period  shall be  twenty  days,  the
indemnitee  may at any time  thereafter  bring suit against the  Corporation  to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the  Corporation to recover an advancement of
expenses  pursuant  to the  terms of an  undertaking,  the  indemnitee  shall be
entitled to be paid also the expense of  prosecuting  or defending such suit. In
(i) any suit  brought by the  indemnitee  to enforce a right to  indemnification
hereunder  (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an  advancement  of expenses  pursuant to the terms of an
undertaking  the  Corporation  shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable  standard for
indemnification  set forth in the Delaware General  Corporation Law. Neither the
failure of the Corporation (including its Board of Directors,  independent legal
counsel, or its stockholders) to have made a determination prior

                                       3
to the  commencement  of such suit that  indemnification  of the  indemnitee  is
proper  in the  circumstances  because  the  indemnitee  has met the  applicable
standard of conduct set forth in the Delaware  General  Corporation  Law, nor an
actual  determination  by the  Corporation  (including  its Board of  Directors,
independent legal counsel,  or its stockholders) that the indemnitee has not met
such  applicable  standard  of  conduct,  shall  create a  presumption  that the
indemnitee  has not met the  applicable  standard  of conduct or, in the case of
such a suit brought by the  indemnitee,  be a defense to such suit.  In any suit
brought  by the  indemnitee  to  enforce  a right  to  indemnification  or to an
advancement  of  expenses  hereunder,  or  by  the  Corporation  to  recover  an
advancement of expenses  pursuant to the terms of an undertaking,  the burden of
proving  that the  indemnitee  is not  entitled  to be  indemnified,  or to such
advancement of expenses,  under this Article NINTH or otherwise  shall be on the
Corporation.

         D. The rights to  indemnification  and to the  advancement  of expenses
conferred in this Article  NINTH shall not be exclusive of any other right which
any person may have or hereafter  acquire under any statute,  the  Corporation's
Certificate  of  Incorporation,  Bylaws,  agreement,  vote  of  stockholders  or
disinterested Directors or otherwise.

         E. The Corporation may maintain  insurance,  at its expense, to protect
itself  and any  Director,  Officer,  employee  or agent of the  Corporation  or
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any expense,  liability or loss,  whether or not the  Corporation  would
have the power to indemnify such person against such expense,  liability or loss
under the Delaware General Corporation Law.

         F. The Corporation  may, to the extent  authorized from time to time by
the Board of Directors,  grant rights to indemnification  and to the advancement
of expenses to any employee or agent of the Corporation to the fullest extent of
the  provisions  of this Article NINTH with respect to the  indemnification  and
advancement of expenses of Directors and Officers of the Corporation.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.
Regulation S-K                                                           Reference to Prior Filing or
Exhibit Number                      Document                           Exhibit No. Attached Hereto
5        Opinion of Luse Gorman Pomerenk & Schick, P.C.                Attached as Exhibit 5

     10.1     Chesterfield Financial Corp. 2001 Stock Option Plan.                  *

     10.2     Chesterfield Financial Corp. 2001 Recognition and                     *
              Retention Plan.

     23.1     Consent of Luse Gorman Pomerenk
              & Schick, P.C.                                                Contained in Exhibit 5

     23.2     Consent of Crowe, Chizek and Company LLP                      Attached as Exhibit 23.2

     24       Power of Attorney                                             Contained on Signature Page
* Filed as exhibits to the Registrant's Proxy Statement relating to the
Registrant's November 20, 2001 annual meeting of stockholders, filed with the
Commission on October 18, 2001, which is incorporated herein by reference.

                                       4
Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

         1. To file,  during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  to  include  any
material  information  with  respect  to the plan  distribution  not  previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information in this Registration Statement;

         2.  That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment 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;

         3. To remove from  registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the Stock Option Plan and the Recognition and Retention Plan; and

         4. 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 15(d) of the Securities  Exchange Act of 1934 that is  incorporated  by
reference  in  this  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.

         5.  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.

                                       5
EXHIBIT INDEX

Exhibit Number             Description

      5                 Opinion of Luse Gorman Pomerenk & Schick, A Professional
                        Corporation as to the legality of the Common Stock
                        registered hereby.

      23.1              Consent of Luse Gorman Pomerenk & Schick, A Professional
                        Corporation (contained in the opinion included as
                        Exhibit 5).

      23.2              Consent of Crowe, Chizek and Company LLP.

                                        6
SIGNATURES

         The Registrant.  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 Chicago, Illinois, on this 18th day of November,
2002. CHESTERFIELD FINANCIAL CORP.

                                          By:  \s\ Michael E. DeHaan
                                               ---------------------------------
                                               Michael E. DeHaan, President and
                                               Chief Executive Officer (Duly
                                               Authorized Representative)

                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of  Chesterfield  Financial
Corp. (the "Company") hereby severally  constitute and appoint Michael E. DeHaan
as our true and lawful attorney and agent, to do any and all things in our names
in the  capacities  indicated  below  which  said  Michael  E.  DeHaan  may deem
necessary or advisable to enable the Company to comply with the  Securities  Act
of 1933,  and any rules,  regulations  and  requirements  of the  Securities and
Exchange Commission,  in connection with the registration statement on Form S-8,
including  specifically,  but not limited to, power and authority to sign for us
in our names in the capacities  indicated below the  registration  statement and
any and all amendments  (including  post-effective  amendments)  thereto; and we
hereby  approve,  ratify and confirm all that said Michael E. DeHaan shall do or
cause to be done by virtue thereof.

         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                                                     Date

\s\ Michael E. DeHaan                                          November 18, 2002
-----------------------------------
Michael E. DeHaan, President,
Chief Executive Officer and
Chairman (Principal Executive Officer)

\s\ Karen M. Wirth                                             November 18, 2002
-----------------------------------
Karen M. Wirth, Treasurer
(Principal Financial and Accounting Officer)

\s\ C. C. DeHaan                                               November 18, 2002
-----------------------------------
C. C. DeHaan, Director

-----------------------------------
Robert T. Mangan, Director

\s\ David M. Steadman                                          November 18, 2002
-----------------------------------
David M. Steadman, Director

\s\ Richard E. Urchell                                         November 18, 2002
-----------------------------------
Richard E. Urchell, Director

-----------------------------------
Donald D. Walters, Director
EXHIBIT 5

                 OPINION OF LUSE GORMAN POMERENK & SCHICK, P.C.
[letterhead of Luse Gorman Pomerenk & Schick, P.C.]

November 18, 2002                                                 (202) 274-2000

Board of Directors
Chesterfield Financial Corp.
10801 South Western Avenue
Chicago, Illinois 60643

                Re:  Chesterfield Financial Corp. 2001 Stock Option Plan and
                     Chesterfield Financial Corp. 2001 Recognition and Retention
                     Plan Registration Statement on Form S-8

Ladies and Gentlemen:

         You have  requested  the opinion of this firm as to certain  matters in
connection  with the issuance of  Chesterfield  Financial  Corp. (the "Company")
common  stock,  par value $.01 per share (the "Common  Stock"),  pursuant to the
Chesterfield  Financial  Corp.  2001 Stock Option Plan (the "Stock Option Plan")
and the  Chesterfield  Financial Corp.  2001  Recognition and Retention Plan. We
have reviewed the Company's Certificate of Incorporation, Registration Statement
on Form S-8 (the "Form S-8"),  as well as  applicable  statutes and  regulations
governing the Company and the offer and sale of the Common Stock.

         Based on the foregoing, we are of the following opinion:

         Upon the  effectiveness of the Form S-8, the Common Stock,  when issued
in connection with the exercise of options granted  pursuant to the Stock Option
Plan, will be legally issued, fully paid and non-assessable.

         This  opinion  has been  prepared  solely for the use of the Company in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                                              Very truly yours,

                                              \s\ Luse Gorman Pomerenk & Schick

                                              LUSE GORMAN POMERENK & SCHICK
                                              A Professional Corporation
EXHIBIT 23.2

                    CONSENT OF CROWE, CHIZEK AND COMPANY LLP
[letterhead of Crowe, Chizek and Company LLP]

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement of
Chesterfield Financial Corp. on Form S-8 of our report dated August 9, 2002 on
the consolidated balance sheets of Chesterfield Financial Corp. as of June 30,
2002 and 2001 and the related consolidated statements of income, shareholders'
equity, and cash flows for the years then ended included in the June 30, 2002
annual report on Form 10-K of Chesterfield Financial Corp.

                                               /s/ Crowe, Chizek and Company LLP

                                               Crowe, Chizek and Company LLP

Oak Brook, Illinois
November 19, 2002