CITYFED FINANCIAL CORP
10QSB/A, 1997-08-14
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10-QSB/A

[Mark one]
            AMENDMENT NO. 1 TO 
[X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1997

                                       OR

[ ]         TRANSITION REPORT PURSUANT TO 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 incorporation        (IRS Employer
               or organization)                   Identification No.)

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

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.   Yes [X] No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date. As of July 31, 1997, the number of
shares of outstanding common stock was 18,714,646.

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


<PAGE>

                          PART II - OTHER INFORMATION


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

      (a)   Exhibits

      11.   Statement  Regarding  the  Computation  of  Per  Share  Loss.  Filed
            previously.

      27.   Financial Data Schedule - revised

      (b)   None





















                                       2
<PAGE>



                                 SIGNATURES

       In accordance  with the  requirements of the Exchange Act, the registrant
caused  this  amendment  to  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:  August 14, 1997




                                       3

<TABLE> <S> <C>



<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S QUARTERLY REPORT ON FORM 10-QSB FOR THE THREE MONTHS ENDED JUNE 30,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<MULTIPLIER>                  1,000
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                               5
<SECURITIES>                                     9,090
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                              21
<DEPRECIATION>                                      19
<TOTAL-ASSETS>                                   9,256
<CURRENT-LIABILITIES>                                0
<BONDS>                                              0
                                0
                                     63,567
<COMMON>                                      (65,424)
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                     9,256
<SALES>                                              0
<TOTAL-REVENUES>                                   251
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                   123
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                    128
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                128
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       128
<EPS-PRIMARY>                                   (0.22)
<EPS-DILUTED>                                   (0.22)
        


</TABLE>


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