STATEWIDE FINANCIAL CORP
DEF 14A, 1998-04-16
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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     SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

           Proxy Statement Pursuant to Section 14(a) of the Securities
             Exchange Act of 1934 (Amendment No.                  )

     Filed by the Registrant   [ X ]

     Filed by a Party other than the Registrant   [  ]

     Check the appropriate box:

     [  ]  Preliminary Proxy Statement       [   ]  Confidential.  For Use 
                                                    of the Commission Only 
                                                    (as permitted by Rule 
                                                    14a-6(e)(2))
     [X]   Definitive Proxy Statement
     [ ]   Definitive Additional Materials
     [ ]   Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                                  Statewide Financial Corp.                 
     ----------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)
     ----------------------------------------------------------------------
          (Name of Person(s) Filing Proxy Statement, if Other Than the
                                   Registrant)

     Payment of Filing Fee (Check the appropriate box):

     [X]  No fee required.
     [ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
          and 0-11.

          (1)  Title of each class of securities to which transaction
     applies:
     ----------------------------------------------------------------------
          (2)  Aggregate number of securities to which transaction applies:
     ----------------------------------------------------------------------
          (3)  Per unit price or other underlying value of transaction
     computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
     which the filing fee is calculated and state how it was determined):
     ----------------------------------------------------------------------
          (4)  Proposed maximum aggregate value of transaction:
     ----------------------------------------------------------------------
          (5)  Total fee paid:
     ----------------------------------------------------------------------
     [  ] Fee paid previously with preliminary materials:
     ----------------------------------------------------------------------
     [  ] Check box if any part of the fee is offset as provided by
     Exchange Act Rule 0-11(a)(2) and identify the filing for which the
     offsetting fee was paid previously.  Identify the previous filing by
     registration statement number, or the form or schedule and the date of
     its filing.

          (1)  Amount Previously paid:
     ----------------------------------------------------------------------
          (2)  Form, Schedule or Registration Statement no.:
     ----------------------------------------------------------------------
          (3)  Filing Party:
     ----------------------------------------------------------------------
          (4)  Date Filed:
     ----------------------------------------------------------------------

                                     (LOGO)




                                        April 16, 1998




     Dear Statewide Financial Corp. Shareholder:

          You are cordially invited to attend the annual meeting of
     shareholders (the "Annual Meeting") of Statewide Financial Corp. (the
     "Company"), the holding company for Statewide Savings Bank, S.L.A.
     (the "Bank"), to be held on May 6, 1998, at 10:30 a.m., at the Newark
     Airport Marriott, Newark International Airport, Newark, New Jersey
     07114.

          At the Annual Meeting, shareholders will be asked to elect two
     members to the Board of Directors.

          The Board of Directors of the Company has determined that the
     election of the Board's nominees is in the best interests of the
     Company and its shareholders and the Board unanimously recommends that
     you vote "FOR" each candidate.

          YOUR COOPERATION IS APPRECIATED SINCE A MAJORITY OF THE COMMON
     STOCK MUST BE REPRESENTED, EITHER IN PERSON OR BY PROXY, TO CONSTITUTE
     A QUORUM FOR THE CONDUCT OF BUSINESS.  WHETHER OR NOT YOU EXPECT TO
     ATTEND, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY
     IN THE POSTAGE-PAID ENVELOPE PROVIDED SO THAT YOUR SHARES WILL BE
     REPRESENTED.

          On behalf of the Board of Directors, officers and all of the
     employees of the Company, I thank you for your continued interest and
     support.

                                        Sincerely yours,



                                        Victor M. Richel
                                        Chairman of the Board, President
                                        and Chief Executive Officer

                            STATEWIDE FINANCIAL CORP.
                                  70 Sip Avenue
                          Jersey City, New Jersey 07306
                          -----------------------------


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                            TO BE HELD ON MAY 6, 1998
                         ------------------------------



          NOTICE IS HEREBY GIVEN that the annual meeting of shareholders
     (the "Annual Meeting") of Statewide Financial Corp. (the "Company")
     will be held on May 6, 1998, at 10:30 a.m., at the Newark Airport
     Marriott, Newark International Airport, Newark, New Jersey 07114.

          The purpose of the Annual Meeting is to consider and vote upon
     the following matters:


     1.        Election of two directors each to a three-year term of
               office;

     2.        Such other matters as may properly come before the Annual
               Meeting and at any adjournments thereof, including whether
               or not to adjourn the meeting.


          The Board of Directors has established March 18, 1998, as the
     record date for the determination of shareholders entitled to receive
     notice of and to vote at the Annual Meeting and at any adjournments
     thereof.  Only record holders of the common stock of the Company as of
     the close of business on that date will be entitled to notice of and
     to vote at the Annual Meeting or any adjournments thereof.


                                        By Order of the Board of Directors

                                             



                                        Victor M. Richel
                                        Chairman of the Board, President
                                        and Chief Executive Officer



     Jersey City, New Jersey 
     April 16, 1998


                            STATEWIDE FINANCIAL CORP.
                                  70 Sip Avenue
                          Jersey City, New Jersey 07306
                         -------------------------------


                                 PROXY STATEMENT

                         ANNUAL MEETING OF SHAREHOLDERS
                                   MAY 6, 1998
                         -------------------------------


     Solicitation and Voting of Proxies

          This Proxy Statement is being furnished to shareholders of
     Statewide Financial Corp. (the "Company") in connection with the
     solicitation by the Board of Directors of proxies to be used at the
     annual meeting of shareholders (the "Annual Meeting"), to be held on
     May 6, 1998, at 10:30 a.m., at the Newark Airport Marriott, Newark
     International Airport, Newark, New Jersey  07114 and at any
     adjournments thereof.  The 1997 Annual Report to Shareholders,
     including consolidated financial statements for the fiscal year ended
     December 31, 1997, and a proxy card, accompanies this Proxy Statement,
     which is first being mailed to record holders on or about April 16,
     1998.

          Regardless of the number of shares of common stock owned, it is
     important that you vote by completing the enclosed proxy card and
     returning it signed and dated in the enclosed postage-paid envelope. 
     Shareholders are urged to indicate their vote in the spaces provided
     on the proxy card.  PROXIES SOLICITED BY THE BOARD OF DIRECTORS OF THE
     COMPANY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN THEREIN. 
     WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXY CARDS WILL BE VOTED
     "FOR" THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED IN THIS
     PROXY STATEMENT.

          Other than the matters set forth on the attached Notice of Annual
     Meeting of Shareholders, the Board of Directors knows of no additional
     matters that may be presented for consideration at the Annual Meeting. 
     Execution of a proxy, however, confers on the designated proxy holders
     discretionary authority to vote the shares in accordance with their
     best judgment on such other business, if any, that may properly come
     before the Annual Meeting and at any adjournments thereof, including
     whether or not to adjourn the Annual Meeting.

          A proxy may be revoked at any time prior to its exercise by
     filing a written notice of revocation with the Corporate Secretary of
     the Company, by delivering to the Company a duly executed proxy
     bearing a later date, or by attending the Annual Meeting and voting in
     person.  However, if you are a shareholder whose shares are not
     registered in your own name, you will need appropriate documentation
     from your record holder to vote personally at the Annual Meeting.

          The cost of solicitation of proxies on behalf of the Board of
     Directors will be borne by the Company.  In addition to the
     solicitation of proxies by mail, Chase Mellon Shareholder Services,
     LLC will assist the Company in soliciting proxies for the Annual
     Meeting and will be paid a fee of $3,500, plus out of pocket expenses. 
     Proxies may also be solicited personally or by mail or telephone by
     directors, officers and other employees of the Company and Statewide
     Savings Bank, S.L.A. (the "Bank"), its wholly-owned subsidiary,
     without additional compensation therefor.  The Company will also
     request persons, firms and corporations holding shares in their names,
     or in the name of their nominees, which are beneficially owned by
     others, to send proxy material to and obtain proxies from such
     beneficial owners, and will reimburse such holders for their
     reasonable expenses in doing so.

     Voting Securities

          The securities which may be voted at the Annual Meeting consist
     of shares of common stock, no par value, of the Company ("Common
     Stock"), with each share entitling its owner to one vote on all
     matters to be voted on at the Annual Meeting, except as described
     below.  There is no cumulative voting for the election of directors.

          The close of business on March 18, 1998, has been fixed by the
     Board of Directors as the record date (the "Record Date") for the
     determination of shareholders of record entitled to notice of and to
     vote at the Annual Meeting and at any adjournments thereof.  The total
     number of shares of Common Stock outstanding on the Record Date was
     4,509,164 shares.

          In accordance with the provisions of the Company's Certificate of
     Incorporation, record holders of Common Stock who beneficially own in
     excess of 10% of the outstanding shares of Common Stock (the "Limit")
     are not entitled to any vote with respect to the shares held in excess
     of the Limit.  A person or entity is deemed to beneficially own shares
     owned by an affiliate of, as well as by persons acting in concert
     with, such person or entity.  The Company's Certificate of
     Incorporation authorizes the Board of Directors (i) to make all
     determinations necessary to implement and apply the Limit, including
     determining whether persons or entities are acting in concert, and
     (ii) to demand that any person who is reasonably believed to
     beneficially own stock in excess of the Limit supply information to
     the Company to enable the Board of Directors to implement and apply
     the Limit.

          The presence, in person or by proxy, of the holders of at least a
     majority of the total number of shares of Common Stock entitled to
     vote (after giving effect to the Limit described above, if applicable)
     is necessary to constitute a quorum at the Annual Meeting.  In the
     event that there are not sufficient votes for a quorum, or to approve
     or ratify any matter being presented at the time of the Annual
     Meeting, the Annual Meeting may be adjourned in order to permit the
     further solicitation of proxies.

          The proxy card being provided by the Board of Directors enables a
     shareholder to vote "FOR" the election of the nominees proposed by the
     Board of Directors, or to "WITHHOLD AUTHORITY" to vote for one or more
     of the nominees being proposed.  Under New Jersey law and the
     Company's Bylaws, directors are elected by a plurality of votes cast,
     without regard to either broker non-votes or proxies as to which
     authority to vote for one or more of the nominees being proposed is
     withheld.


     Interest of Certain Persons in Matters to be Acted Upon

          All persons standing for election as director were unanimously
     nominated by the Board of Directors.  No person being nominated as a
     director is being proposed for election pursuant to any agreement or
     understanding between any such person and the Company.  


     Security Ownership of Certain Beneficial Owners

          The following table sets forth information as to those persons
     believed by the Company to be beneficial owners of more than 5% of the
     Company's outstanding shares of Common Stock on the Record Date or as
     disclosed in certain reports regarding such ownership filed by such
     persons with the Company and with the Securities and Exchange
     Commission ("SEC"), in accordance with sections 13(d) and 13(g) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"). 
     Other than those persons listed below, the Company is not aware of any
     person, as such term is defined in the Exchange Act, that owns more
     than 5% of the Company's Common Stock as of February 28, 1998.

                                                       Amount and
                                                       Nature of
                            Name and Address of        Beneficial Percent
     Title of Class           Beneficial Owner         Ownership of Class
     --------------           ---------------          ---------  -------
     Common Stock    Thomson, Horstmann & Bryant, Inc.
                     Park 80 West, Plaza Two           571,900     12.68%
                     Saddle Brook, NJ  07663

     Common Stock    Statewide Savings Bank, S.L.A.
                     Employee Stock Ownership Trust    423,200(1)   9.39%
                     ("ESOP")
                     70 Sip Avenue
                     Jersey City, NJ 07306

     --------------------

     (1)  The Board of Directors has appointed Messrs. Richel, Lenihan and
          Jehle to serve as the ESOP Administrative Committee.  Manchester
          Trust Bank, Lakehurst, New Jersey has been appointed as the
          corporate trustee for the ESOP ("ESOP Trustee").  The ESOP
          Trustee must vote all allocated shares held in the ESOP in
          accordance with the instructions of the participants.  Under the
          ESOP, unallocated shares will be voted by the ESOP Trustee and
          shares allocated to participant's accounts who do not provide
          voting instructions to the ESOP Trustee will be voted by the ESOP
          Trustee in the best interest of the participants and
          beneficiaries in accordance with the provisions of the Employee
          Retirement Income Security Act of 1974, as amended ("ERISA").


                     PROPOSALS TO BE VOTED ON AT THE MEETING

                              ELECTION OF DIRECTORS

          The Board of Directors of the Company currently consists of six
     directors and is divided into three classes.  Each of the six members
     of the Board of Directors of the Company also presently serve as
     directors of the Bank.  Directors are elected for staggered terms of
     three years each, with the term of office of only one of the three
     classes of Directors expiring each year.  Directors serve until their
     successors are elected and qualified.

          The two nominees proposed for election at this Annual Meeting are
     Thomas Sharkey, Sr. and Thomas V. Whelan.

          In the event that any such nominee is unable to serve or declines
     to serve for any reason, it is intended that the proxies will be voted
     for the election of such other person as may be designated by the
     present Board of Directors.  The Board of Directors has no reason to
     believe that any of the persons named will be unable or unwilling to
     serve.  UNLESS AUTHORITY TO VOTE FOR THE NOMINEE IS WITHHELD, IT IS
     INTENDED THAT THE SHARES REPRESENTED BY THE ENCLOSED PROXY CARD, IF
     EXECUTED AND RETURNED, WILL BE VOTED FOR THE ELECTION OF THE NOMINEES
     PROPOSED BY THE BOARD OF DIRECTORS.

          THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION
     OF THE NOMINEES NAMED IN THIS PROXY STATEMENT.


     Information with Respect to the Nominees, Continuing Directors and
     Executive Officers

          The following table sets forth, as of the Record Date, the names
     of the nominees and those directors whose terms continue beyond the
     Annual Meeting and their ages, a brief description of their recent
     business experience, including present occupations and employment,
     certain directorships held by each, the year in which each became a
     director of the Company or the Bank, and the year in which their terms
     (or in the case of the nominees, their proposed terms) as director of
     the Company expire.  The table also sets forth the amount of Common
     Stock and the percent thereof beneficially owned by each and all
     directors and executive officers as a group as of February 28, 1998.


     <TABLE>
     <CAPTION>
                                                              Shares of
     Name and Principal                        Expiration    Common Stock   Percent
     Occupation at Present           Director  of Term as    Beneficially      of
     and for Past Five Years     Age Since(1)   Director       Owned(2)      Class
     -----------------------     ---  -------   --------       -------       -----
     <S>                         <C>   <C>       <C>      <C>                <C>
     Nominees
     Thomas Sharkey, Sr.         64    1997      2001      20,419.000(3)(4)  0.45%
      Chairman, Meeker Sharkey
      Financial Group

     Thomas V. Whelan            54    1995      2001      65,871.000(3)     1.45%
      Chairman of the Board and
      Chief Executive Officer of
      Healthways Communications,
      Inc., a medical education
      and communications company

     Continuing Directors
     Maria F. Ramirez            50    1989      2000      34,371.000(3)     0.76%
      President of Maria Fiorini
      Ramirez, Inc., an inter-
      national economic and
      investment advisory firm
      and Maria Fiorini Ramirez
      Securities, Inc., a
      securities brokerage firm

     Stephen R. Tilton           52    1989      2000      65,005.000(3)(5)  1.43%
      President of Garban, Ltd.,
      a financial services firm

     Victor M. Richel            59    1974      1999     128,322.739(6)     2.83%
      Chairman of the Board,
      President and Chief
      Executive Officer of the
      Company; Chairman and Chief
      Executive Officer of the
      Bank; formerly a group Vice
      President of Elizabethtown
      Gas Company, a public
      utility

     Walter G. Scott             56    1986      1999      51,255.000(3)     1.13%
      President of Scott Printing
      Corporation, a financial
      printing company
     Executive Officers of the
     Company, Name and Position
     with Company

     Michael J. Griffin          48      -       -         29,352.000(7)     0.65%
      President and Chief
      Operating Officer of the
      Bank; formerly Executive
      Vice President, Summit Bank

     Robert H. Hunt, Jr.         50      -       -         23,426.118(8)     0.52%
      Senior Vice President of
      the Bank; formerly Senior
      Vice President of Bancorp
      New Jersey
     Augustine F. Jehle          54      -       -         17,293.687(9)     0.38%
      Vice President & Secretary
      of the Company and Senior
      Vice President of the Bank

     Bernard F. Lenihan          51      -       -         53,232.493(10)    1.17%
      Senior Vice President,
      Treasurer and Chief
      Financial Officer; formerly
      an Executive Officer with
      NUI Corp., a publicly
      traded utility

     Stock Ownership of all       -      -          -     488,548.037(11)   10.83%
     Directors and Executive
     Officers of the Company
     as a Group (10 persons)
     </TABLE>
     --------------------

     (1)  Includes years of service as a director of the Bank and its
          predecessor institutions.
     (2)  Beneficially owned shares include shares over which the named
          person exercised either sole or shared voting power or sole or
          shared investment power.  It also includes shares owned (i) by a
          spouse, minor children or relatives sharing the same home, (ii)
          by entities owned or controlled by the named person, and (iii) by
          other persons if the named person has the right to acquire such
          shares within sixty (60) days by the exercise of any right or
          option.  Unless otherwise noted, all shares are owned of record
          and beneficially by the named person.
     (3)  Includes 5,290 shares purchasable upon the exercise of stock
          options which may be exercised within sixty (60) days.
     (4)  Includes 6,665 shares held by corporations controlled by Mr.
          Sharkey.
     (5)  Includes 630 shares held by Mr. Tilton's son.
     (6)  Includes 2,949.239 shares held by the Company's 401(k) Plan for
          Mr. Richel's benefit, 3,022.500 shares held by the Bank's ESOP
          and allocated for Mr. Richel's benefit, and 560 shares held by
          Mr. Richel's spouse in her own name.  Also includes 26,450 shares
          purchasable upon the exercise of stock options which may be
          exercised within sixty (60) days.
     (7)  Includes 6,340 shares purchasable upon the exercise of stock
          options which may be exercised within sixty (60) days.
     (8)  Includes 875.718 shares held for Mr. Hunt's benefit by the
          Company's 401(k) Plan and 2,984.400 shares allocated for Mr.
          Hunt's benefit under the Bank's ESOP.  Also includes 6,340 shares
          purchasable upon the exercise of stock options which may be
          exercised within sixty (60) days.
     (9)  Includes 1,843.774 shares held for Mr. Jehle's benefit by the
          Company's 401(k) Plan and 2,777.913 shares allocated for Mr.
          Jehle's benefit under the Bank's ESOP.  Also includes 2,116
          shares purchasable upon the  exercise of stock options which may
          be exercised within sixty (60) days.
     (10) Includes 2,656.993 shares held for Mr. Lenihan's benefit under
          the Company's 401(k) Plan, 3,022.500 shares allocated for Mr.
          Lenihan's benefit under the Bank's ESOP, 1,280 shares held by Mr.
          Lenihan's spouse in her own name, and 2,243 shares held by trusts
          for the benefit of Mr. Lenihan's children.  Mr. Lenihan is the
          Trustee of these trusts.  Also includes 6,340 shares purchasable
          upon the exercise of stock options which may be exercised within
          sixty (60) days.
     (11) Includes 74,036 shares purchasable upon the exercise of stock
          options which may be exercised within sixty (60) days.


     Meetings of the Board of Directors and Committees of the Board of
     Directors

          The Board of Directors conducts its business through meetings of
     the Board of Directors and through activities of its committees. 
     During 1997, the Board of Directors of the Company held thirteen (13)
     meetings.  All of the directors of the Company attended at least 75%
     of the total number of the Company's Board meetings held and committee
     meetings on which such directors served during 1997.

          Audit Committee.  The Company and the Bank maintain an Audit
     Committee.  The Audit Committee consists of Messrs. Whelan (Chairman),
     Sharkey and Tilton, all of whom are outside directors of the Company
     and the Bank. The Audit Committee arranges the annual financial
     statement audit through the Company's and the Bank's independent
     certified public accountants, reviews and evaluates the
     recommendations of the annual audit, receives all reports of
     examination of the Bank by the internal audit department, analyzes
     such internal audit reports, receives all reports of examination of
     the Bank by regulatory agencies, analyzes such regulatory reports, and
     reports to the Board of Directors the results of their analysis.  The
     Audit Committee met four (4) times during 1997.

          Compensation/Benefits Committee.  The Company and the Bank
     maintain a Compensation/Benefits Committee.  The Compensation/Benefits
     Committee consists of Messrs. Scott (Chairman), Sharkey and Whelan,
     and Ms. Ramirez.  The Compensation/Benefits Committee meets to
     establish compensation for the Chief Executive Officer, approve the
     compensation of executive officers and various compensation and
     benefits to be paid to employees and to review the incentive
     compensation programs when necessary.  The Compensation/Benefits
     Committee met three (3) times during 1997.  

          Nominating Committee.  The Company maintains a Nominating
     Committee.  The Nominating Committee consists of Ms. Ramirez
     (Chairwoman) and Messrs. Richel, Tilton, Scott, Sharkey and Whelan. 
     The Nominating Committees selects the Company's nominees to stand for
     election to the Board of Directors at the Annual Meeting.


     Directors' Compensation

          Directors' Fees.  Directors who are not also serving as employees
     of the Company or the Bank ("Outside Directors") receive an annual
     retainer of $10,000 for serving on the Board, and $600 for each Board
     meeting attended.  Board members also receive an annual retainer of
     $2,500 for each Committee on which they serve, and  $500 per Committee
     meeting attended, except for the Nominating Committee, for which
     Directors are not compensated.  In addition, Mr. Scott receives an
     annual $15,000 retainer for this service as Chairman of the Board's
     Executive Committee.  Directors who are also officers of the Bank do
     not receive fees or other compensation for their Board or Committee
     participation. 

          Directors' Stock Options.  The Company maintains the Statewide
     Financial Corp. 1996 Stock Option Plan for Outside Directors (the
     "Outside Directors' Plan").  Under the Outside Directors' Plan,
     158,700 shares of Common Stock have been reserved for issuance.  Non-
     employee directors of the Company, the Bank and any other subsidiaries
     which the Company may acquire or incorporate are eligible to
     participate in the Outside Directors' Plan.  Each participant in the
     Outside Directors' Plan  automatically receives an option to purchase
     26,450 shares of Common Stock, to the extent shares are available
     under this plan, effective as of the date such participant commences
     his service on the Board of Directors.  No option may be exercised
     more than ten years after the date of its grant.  The purchase price
     of the shares of Common Stock subject to options under the Outside
     Directors' Plan is 100% of the fair market value on the date such
     option is granted.  All options granted pursuant to the Outside
     Directors' Plan are subject to a vesting restriction, with 20% of such
     options vesting and becoming exercisable on the first anniversary date
     of such grant and each anniversary date thereafter, subject to
     acceleration in certain circumstances, including a change in control
     of the Company.

          In addition, in November, 1997, each non-employee member of the
     Company's Board of Directors was granted an option to purchase 5,000
     shares of the Company's common stock.  Each of these options has an
     exercise price of $21.23 per share (the fair market value of the
     common stock on the date of grant), an exercise term of 10 years and a
     vesting restriction providing for 20% of each such option to vest and
     become exercisable on the first anniversary date of grant and each
     anniversary date thereafter, subject to acceleration in certain
     circumstances, including a change in control of the Company.

          Recognition and Retention Plan for Outside Directors.  The
     Company maintains the Statewide Financial Corp. Recognition and
     Retention Plan for Outside Directors (the "Directors' RRP").  Under
     the Directors' RRP, grants of up to 63,480 shares of Common Stock may
     be made to non-employee directors of the Company, the Bank and any
     other subsidiaries which the Company may acquire or incorporate. 
     Under the Directors' RRP, each such director will receive a grant of
     10,580 shares of Common Stock, to the extent shares are available
     under this plan, as of the date such participant commences his service
     on the Board of Directors.  Grants of stock under the Directors' RRP
     are subject to a five year vesting schedule, with 20% of a grant
     vesting on the first anniversary date of the grant and 20% vesting
     each anniversary thereafter, subject to acceleration in certain
     circumstances, including a change in control of the Company.  Shares
     subject to grants under the Directors' RRP may not be transferred
     until they have vested.  During the vesting period, Directors may vote
     such shares and are entitled to receive cash dividends upon such
     shares.

          Insurance.  The Company pays premiums on certain life insurance
     policies for its non-employee Directors.  The Directors are permitted
     to select the beneficiaries of these policies.  In addition, the
     Company provides each non-employee Director with a tax allowance on
     the taxable value of the insurance premiums.  The value of these
     premium payments and tax allowances differs by Board member, and range
     from approximately $3,300 to approximately $4,800.

                             Executive Compensation

          The report of the compensation/benefits committee and the
     following stock performance graph shall not be deemed incorporated by
     reference by any general statement incorporating by reference this
     proxy statement into any filing under the Securities Act of 1933, as
     amended or the Exchange Act, except to the extent that the Company
     specifically incorporates this information by reference, and shall not
     otherwise be deemed filed under such Acts.


     Compensation Committee Report on Executive Compensation.

          General.  The Company's executive compensation program is
     administered by the Compensation/Benefits Committee of the Board of
     Directors.  The Compensation/Benefits Committee is comprised of
     Messrs. Scott (Chairman), Sharkey and Whelan and Ms. Ramirez.  The
     Compensation/Benefits Committee is responsible for establishing the
     compensation levels and benefits for executive officers of the Company
     and the Bank.  

          Compensation Policies.  The Compensation/Benefits Committee has
     the following goals for compensation programs impacting the executive
     officers of the Company and the Bank:

          -    to align the interests of executive officers with the long-
               term interests of shareholders through awards that can
               result in ownership of Common Stock;

          -    to retain the executive officers who have led the Company to
               high performance levels and allow the Company to attract
               high quality executive officers in the future by providing
               total compensation opportunities which are consistent with
               competitive norms of the industry and the Company's level of
               performance; and

          -    to maintain reasonable "fixed" compensation costs by
               targeting base salaries at a competitive average.

     In addition, in order to align the interests and performance of its
     executive officers with the long term interests of its shareholders,
     the Company has adopted plans which reward the executives for
     delivering long term value to the Company and the Bank.

          The executive compensation package available to executive
     officers has been and will be composed of the following components:

          1.   base salary; 

          2.   short-term incentive compensation; and

          3.   long-term incentive compensation, including stock options
               and stock awards.

     Mr. Richel has an Employment Agreement with the Company and the Bank
     which specifies a minimum base salary and requires periodic review of
     such salary.  In addition, executive officers participate in other
     benefit plans available to all employees, including the ESOP and the
     401(k) Plan.

          Base Salary.  The Compensation/Benefits Committee meets during
     the last quarter of each year to determine the level of any salary
     increase to take effect at the beginning of the year immediately
     following.  While it uses no specific formula within its decision
     making process, the Compensation/Benefits Committee determines the
     level of salary increases after reviewing the qualifications and
     experience of the executive officers of the Company, the compensation
     paid to persons having similar duties and responsibilities at other
     institutions, and the size of the Company and the complexity of its
     operations.

          Short Term Incentive Compensation.  Each year the
     Compensation/Benefits Committee establishes the size of the pool of
     available bonus money based upon the expected performance of the
     Company for that year.  The parameters for the award of bonuses are
     related to the Company attaining specific levels of performance, and
     the individual achieving targeted objectives designed to support and
     implement the Company's objectives and strategies.

          Specific goals developed for 1997 related to:  return on equity,
     earnings, expense levels and asset growth and quality.  Achievement of
     individual goals is reviewed by the Compensation/Benefits Committee to
     determine the extent to which the individual contributed to meeting
     the Company's goals, and to make a qualitative assessment of the
     individual officer's performance and an assessment, in the case of
     executive officers other than the Chief Executive Officer, of the
     extent to which the individual met additional goals specified in the
     annual incentive plan relating to his area of responsibility.  The
     bonus for any individual executive officer can vary between zero and
     100% of their individual target bonus, based upon their performance
     and the Company's performance.

          Long Term Incentive Compensation.  The Statewide Financial Corp.
     1996 Incentive Stock Option Plan (the "Incentive Option Plan") and the
     Statewide Financial Corp. Recognition and Retention Plan for Executive
     Officers and Employees (the "RRP") are long-term plans designed to
     align a significant portion of the executive compensation program with
     shareholder interests.  The Company and the Bank have adopted the
     Incentive Option Plan and the RRP, respectively, under which executive
     officers of the Company and the Bank may receive grants and awards. 
     The Compensation/Benefits Committee believes that stock ownership is a
     significant incentive in building shareholders' wealth and aligning
     the interests of employees, Outside Directors and shareholders.  All
     of the Outside Directors and executive officers have received grants
     and awards which have vesting schedules of 20 % per year beginning on
     the first anniversary of the grant or award, subject to acceleration
     in certain circumstances.  In issuing these grants and awards to
     executive officers, the Compensation/Benefits Committee takes into
     account the financial performance of the Company, the long term
     strategic goals of Statewide to increase shareholder value and the
     executive's level of responsibility and contributions to the Company.

          A summary of the compensation awarded to Victor M. Richel,
     Chairman, President and Chief Executive Officer, and other executive
     officers, is set forth in the Summary Compensation Table, and reflects
     the facts and considerations as outlined above.  

     Compensation/Benefits Committee

     Walter G. Scott, Thomas Sharkey, Sr., Thomas V. Whelan
     and Maria F. Ramirez

          Stock Performance Graph.  The following graph shows a quarterly
     comparison of cumulative total shareholder return on the Company's
     Common Stock, based upon the market price of the Common Stock, with
     the S&P Small Cap 600 Index and the SNL Index for thrift institutions
     with assets between $500 million and $1 billion for the period
     beginning on September 29, 1995, the date the Company completed its
     initial public offering, through December 31, 1997.  The information
     assumes that $100 was invested on September 29, 1995.  THE GRAPH WAS
     DERIVED FROM A LIMITED PERIOD OF TIME AND REFLECTS THE MARKET'S
     REACTION TO THE COMPANY'S INITIAL PUBLIC OFFERING, AND, AS A RESULT,
     MAY NOT BE INDICATIVE OF POSSIBLE FUTURE PERFORMANCE OF THE COMPANY'S
     COMMON STOCK.

     <TABLE>
     <CAPTION>
                                                  Period Ending
                                -------------------------------------------------
     <S>                       <C>     <C>      <C>     <C>      <C>     <C>
     Index                     10/2/95 12/31/95 6/30/96 12/31/96 6/30/97 12/31/97
     -----                     ------- -------- ------- -------- ------- --------
     Statewide Financial Corp.  100.00   130.60  123.75   145.94  184.92  249.23
     S&P Small Cap 600 Index    100.00   101.77  113.19   123.44  137.70  155.00
     SNL Thrifts (500M to $1B)
     Index                      100.00   104.40  108.99   129.45  163.71  218.66



     Annual Compensation and all Other Compensation

          Summary Compensation Table.  The following table shows, for the
     years ended December 31, 1997, 1996 and 1995, the cash compensation
     paid or accrued for those years, to the chief executive officer and to
     each of the Company's four highest paid executive officers earning
     over $100,000.

     
</TABLE>
<TABLE>
     <CAPTION>

                                            Annual Compensation                   Long-Term Compensation
                                       ------------------------------  -------------------------------------------
                                                                               Awards          Payouts 
                                                                       ---------------------  ---------
                                                                      Restricted   Securities
                                                          Other Annual   Stock     Underlying    LTIP     All Other
     Name and                                      Bonus  Compensation Award(s)     Options/   Payouts  Compensation
     Principal Position         Year   Salary ($)   ($)      ($)(1)     ($)(2)      SARs (#)     ($)       ($)(3)
     ------------------         ----   ----------   ---      ------     ------      --------     ---       ------
     <S>                       <C>    <C>        <C>         <C>      <C>         <C>         <C>       <C>
     Victor M. Richel          1997   $285,000    $139,650  $51,126    $      0        25,000   None      $ 37,440
      Chairman of the Board,   1996    277,574     138,500   17,511     615,227       132,500   None        21,031
      President and CEO of     1995    189,348(4)  113,600   30,434           0             0   None             0
      the Company and Chairman
      and CEO of the Bank

     Michael J. Griffin        1997   $149,039(4) $ 45,600  $19,242    $325,045        39,200   None      $      0
      President and Chief
      Operating Officer of
      the Bank
                                                                                             
     Bernard F. Lenihan        1997   $150,000     $44,100  $28,512    $      0         7,500   None       $37,440
      Senior Vice President,   1996    144,602      34,650   19,990     267,630        31,700   None        21,031
      Treasurer and CFO        1995     91,060(4)   24,750    7,622           0             0   None             0

     Augustine F. Jehle        1997   $118,000     $29,200  $22,124    $      0         5,000   None       $33,497
      Vice President and       1996    107,725      21,100   17,146     123,045        10,580   None        19,876
      Secretary of the Company 1995    100,907      20,400    6,874           0             0   None             0
      and Senior Vice
      President of the Bank

     Robert H. Hunt, Jr.       1997   $135,000     $33,400  $20,588    $      0         5,000   None       $37,440
      Senior Vice President    1996    127,645      30,950   15,732     153,807        31,700   None        20,483
      of the Bank              1995     31,029(4)        0      391           0             0   None             0
     </TABLE>

     --------------------
     (1)  Includes the imputed value of personal use of Company
          automobiles, life insurance premiums and Company matching
          contributions to its 401(k) Plan.  For 1996 and 1997, includes
          the amount of cash dividends paid on unvested share awards
          granted pursuant to the RRP.
     (2)  Awards granted pursuant to the RRP are subject to a five year
          vesting schedule and are subject to forfeiture during the vesting
          period.  For Messrs. Richel, Lenihan, Jehle and Hunt, the first
          20% of their awards vested on July 15, 1997, the first
          anniversary date of the effective date of the award.  The value
          of the awards made pursuant to the RRP was based upon a market
          value of $11.63 on the date of grant.  For Mr. Griffin, the first
          20% of his award vested on January 8, 1998, and the value of his
          award is based on a market value of $14.125 on the date of grant. 
          At December 31, 1997, Messrs. Richel, Griffin,  Lenihan, Jehle
          and Hunt held an aggregate of 52,900, 23,012, 23,012, 10,580 and
          13,225 shares of Common Stock, respectively, the number of shares
          originally granted, which had a market value of $1,269,600,
          $552,288, $552,288, $253,920 and $317,400, respectively based
          upon a market value of $24.00 for the Common Stock on December
          31, 1997.  Pursuant to the RRP, recipients of restricted stock
          awards are entitled to receive dividends on the awards.  All
          awards vest immediately upon termination of employment due to
          death, disability or upon a change in control of the Company.
     (3)  Includes shares of Common Stock granted pursuant to the ESOP. 
          For 1997, Messrs. Richel, Lenihan, Jehle and Hunt were allocated
          1560, 1560, 1,395.7 and 1,560, shares of Common Stock,
          respectively.  Dollar amounts reflect market value ($24.00) as of
          December 31, 1997.
     (4)  Mr. Richel became Chairman, President and Chief Executive Officer
          of the Company on January 23, 1995 and Mr. Lenihan became Senior
          Vice President, Treasurer and Chief Financial Officer of the
          Company on April 24, 1995.  Mr. Hunt became Chief Lending Officer
          of the Bank on September 25, 1995 and Mr. Griffin became the
          President and Chief Operating Officer of the Bank on January 8,
          1997, at an annual salary of  $155,000.

          Employment Agreements.  The Bank and the Company have entered
     into an employment agreement (the "Employment Agreement") with Mr.
     Richel.  The employment agreement is intended to ensure that the Bank
     and the Company will be able to maintain a stable and competent
     management base.  The continued success of the Bank and the Company
     depends, to a significant degree, on the skills and competence of Mr.
     Richel.

          The Employment Agreement provides for a three-year term, and
     further provides that it will automatically be renewed on each
     anniversary date unless, ninety days prior to such anniversary date,
     either party provides written notice of its intention not to renew. 
     The Employment Agreement provides that Mr. Richel will receive an
     annual base salary, and that his base salary will be reviewed annually
     by the Board of Directors.  For 1997, Mr. Richel's base salary was
     $285,000.  In addition, the Employment Agreement provides that upon
     the attainment by the Bank and the Company of certain performance
     criteria, Mr. Richel is to receive a bonus in an amount up to 50% of
     his base salary, as determined by the Board of Directors.  The
     Employment Agreement permits the Bank or the Company to terminate Mr.
     Richel's employment for cause at any time.  The Employment Agreement
     defines cause to mean personal dishonesty, incompetence, wilful
     misconduct, breach of fiduciary duty involving personal profit,
     intentional failure to perform stated duties, wilful violation of any
     law, rule or regulation (other than traffic violations or similar
     offenses) final cease and desist order, or material breach of any
     provision of the Employment Agreement.  In the event Mr. Richel is
     terminated for any reason other than cause, or in the event Mr. Richel
     resigns his employment from the Bank and the Company because (i) he is
     reassigned to a position of lesser rank or status than Chairman of the
     Board and Chief Executive Officer; (ii) his place of employment is
     relocated by more than thirty miles from its location as of the date
     of the Employment Agreement; (iii) his compensation or other benefits
     are reduced; or (iv) the Company provides Mr. Richel with notice that
     it will not renew the Employment Agreement, Mr. Richel or, in the
     event of death, his beneficiary will be entitled to severance pay in
     an amount equal to the remaining salary payments under the Employment
     Agreement.  Mr. Richel is also entitled to a tax allowance on these
     payments.  In calculating the remaining term of the Employment
     Agreement, the Employment Agreement provides that Mr. Richel's
     termination shall be deemed to have occurred on the anniversary date
     preceding the notice of termination.  Mr. Richel's Employment
     Agreement further provides that upon the occurrence of a change in
     control, as defined in the Employment Agreement, in the event Mr.
     Richel is terminated for reasons other than cause or in the event Mr.
     Richel, within eighteen months of the change in control resigns his
     employment for the reasons discussed above, he shall be entitled to
     receive his then current base salary for the remaining term of the
     Employment Agreement.  The Employment  Agreement also prohibits Mr.
     Richel from competing with the Bank for a period of one year following
     the termination of his employment.

          In the event of a change in control, based upon the 1997 salary,
     Mr. Richel would have received approximately $2,325,000 in severance
     payments, including all tax allowances, in addition to other cash and
     non-cash benefits provided for under the Employment Agreement,
     assuming a lump sum payout.

          On January 8, 1997, Mr. Michael J. Griffin was hired to serve as
     President and Chief Operating Officer of the Bank.  In connection with
     his employment, the Company entered into an employment agreement with
     Mr. Griffin.  Pursuant to the agreement, Mr. Griffin is to be employed
     for a term of two years.  He is to receive an annual base salary of
     $155,000.  In addition, depending upon the Bank's performance, Mr.
     Griffin is entitled to receive a bonus in an amount of up to 30% of
     his base salary.  The Bank has also established a Supplemental
     Retirement Plan for Mr. Griffin.  Mr. Griffin's agreement permits the
     Bank to terminate Mr. Griffin's employment for cause.  Cause is
     defined under Mr. Griffin's agreement in the same manner as it is
     defined under Mr. Richel's Employment Agreement.  In the event Mr.
     Griffin is terminated for reasons other than cause, or in the event
     Mr. Griffin resigns because he is reassigned to a position of lesser
     rank or status than Chief Operating Officer, his principal place of
     employment is moved by more than 30 miles from its current place, or
     his compensation or other benefits are reduced (unless such reduction
     is part of an overall salary reduction program applicable to three or
     more executive employees of the Bank), Mr. Griffin will be entitled to
     receive his then current base salary through the remaining term of the
     agreement.  In addition, the Bank will continue to maintain Mr.
     Griffin's insurance and other benefits in effect through the end of
     the term of the agreement.  Mr. Griffin's agreement further provides
     that upon the occurrence of a change in control, as defined in the
     agreement, if Mr. Griffin is terminated for reasons other than cause
     or in the event Mr. Griffin, within 18 months of the change in
     control, resigns his employment for the reasons set forth above, he
     shall be entitled to receive a lump sum payment equal to two times his
     then current base salary.  The agreement also prohibits Mr. Griffin
     from competing with the Bank for a period of six months following
     termination of his employment for any reason other than after a change
     in control.

          In the event of a change in control, based upon Mr. Griffin's
     contractually required 1997 salary, Mr. Griffin would receive
     approximately $310,000 as severance, in addition to other cash and
     non-cash benefits provided for under his agreement.

          Change in Control Agreements.  The Company and the Bank have
     entered into Change in Control Agreements ("CIC Agreements") with
     Messrs. Hunt, Jehle and Lenihan.  The CIC Agreements expire in
     January, 1999, unless renewed.  These CIC Agreements provide that in
     the event voluntary or involuntary termination follows a change in
     control of the Bank or the Company the officer, or in the event of
     death, his or her beneficiary, will be entitled to receive a severance
     payment equal to two times the officer's average annual compensation
     for the two years preceding termination.  The CIC Agreements define a
     change in control generally to mean (i) a plan of reorganization,
     merger or sale of substantially all of the assets of the Company in
     which the Company is not the resulting entity; (ii) changes to the
     Board of Directors of the Company whereby individuals who constitute
     the current Board of Directors cease to constitute a majority of the
     Board of Directors, subject to certain exceptions; (iii) a change in
     control as defined by HOLA and the rules and regulations of the Office
     of Thrift Supervision ("OTS") in effect as of the date of the CIC
     Agreements; (iv) the acquisition by any person, directly or
     indirectly, of securities of the Company representing 25% or more of
     the Company's outstanding securities ordinarily having the right to
     vote for the election of directors; (v) a proxy statement soliciting
     proxies from shareholders of the Company is distributed by someone
     other than current management of the Company, seeking shareholder
     approval of a plan of reorganization, merger or consolidation of the
     Company or similar transaction with one or more corporations as a
     result of which the outstanding shares of the class of securities
     subject to the plan or transaction are exchanged or converted into
     cash or property or securities not issued by the Company; or (vi) a
     tender offer is made for 25% or more of the voting securities of the
     Company and shareholders owning beneficially or of record 25% or more
     of the outstanding securities of the Company have tendered or offered
     to sell their shares pursuant to such tender offer and such tendered
     shares have been accepted by the tender offeror.  Payments and
     benefits under the CIC Agreements together with payments under any
     other benefit plans may constitute an excess parachute payment under
     Section 280G of the Internal Revenue Code of 1986, as amended (the
     "Code"), resulting in the imposition of an excise tax on the recipient
     and denial of the deduction for such excess amounts to the Company and
     the Bank.

          Supplemental Executive Retirement Plans.  The Bank maintains a
     non-qualified supplemental executive retirement plan ("SERP") for Mr.
     Richel.  If Mr. Richel dies while employed by the Bank but before his
     normal retirement date, his designated beneficiary will receive
     payment in twenty equal annual installments.  The SERP is considered
     an unfunded plan for tax and ERISA purposes.  All obligations arising
     under the SERP are payable from the general assets of the Bank,
     however, the Bank has purchased a life insurance policy on the life of
     Mr. Richel to provide the assets to meet its obligations under the
     SERP.  Under Mr. Richel's SERP, the benefits to be paid are to be
     increased to account for any tax liabilities Mr. Richel may incur
     under Section 280G of the Code.

          The following table indicates the expected aggregate annual
     retirement benefit payable from the SERP to Mr. Richel.

                             Years of Benefit Service
                                   at Retirement
                       ------------------------------------
           High 5-Year
             Average
          Earnings (1)      25          30          35
          ------------   ---------   --------    --------
            $ 60,000    $  30,000    $  6,000    $ 42,000
            $ 80,000    $  40,000    $ 48,000    $ 56,000
            $100,000    $  50,000    $ 60,000    $ 70,000
            $150,000    $  75,000    $ 90,000    $105,000
            $200,000     $100,000    $120,000    $140,000
            $250,000     $125,000    $150,000    $175,000
            $300,000     $150,000    $180,000    $210,000
            $350,000     $175,000    $210,000    $245,000
            $400,000     $200,000    $240,000    $280,000
            $450,000     $225,000    $270,000    $315,000
            $500,000     $250,000    $300,000    $350,000

          --------------------

          (1)  Mr. Richel has 24 years of credited service under the SERP.


          The Bank maintains separate SERPs for Messrs. Griffin, Hunt,
     Jehle and Lenihan.  A participant's benefit under each SERP is a
     percentage of the participant's final average compensation.  Under
     these SERPs, the final average compensation is determined by taking
     the average of the participant's highest three years of total
     compensation out of their last five years of total compensation.  Each
     SERP is designed so that each participant will receive an annual
     benefit equal to 45% of their final average compensation at age 55. 
     If the participant continues their employment with the Bank until age
     65, such participant's annual benefit will proportionately increase
     until it equals 60% of their final average compensation.  In addition,
     upon the occurrence of a change in control, as defined in each SERP, a
     participant's annual benefit will automatically be increased to 60% of
     their final average compensation.  Participants may receive a benefit
     upon retiring at age 55 or thereafter.  Annual payments will be made
     for the life of the Plan participant, and upon the participant's
     death, for the remaining life of the participant's spouse.  If both
     the participant and their spouse die prior to receiving 20 annual
     payments under these SERPs, the lump sum present value of 20 annual
     payments less the annual payments already received will be paid to the
     participant's or their spouse's estate.

          Incentive Stock Option Plan.  The Company maintains the Incentive
     Option Plan which provides discretionary awards to officers and key
     employees as determined by the Stock Option Subcommittee of the
     Compensation/Benefits Committee of the Board of Directors, which
     members consist of disinterested directors who administer the
     Incentive Option Plan.  The following table lists all grants of
     options under the Incentive Option Plan to the named executive
     officers for 1997 and contains certain information about the present
     value of those options based upon certain assumptions.

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

                               INDIVIDUAL GRANTS
                       Number of
                       Securities  % of Total                     Present
                       Underlying  Option/SARs Exercise           Value of
                      Options/SARs Granted to   or Base          Option on
                        Granted   Employees in   Price Expiration Date of
     Name                (#)(1)    Fiscal Year  ($/SH)    Date    Grant($)
     ----                ------    -----------  ------    ----    --------

     Victor M. Richel    25,000       22.79%    $22.48  12/08/07 $140,000(2)
     Michael J. Griffin  31,700       28.90%    $14.33  01/07/07 $104,293(3)
                          7,500        6.84%    $22.48  12/08/07 $ 42,000(2)

     Bernard F. Lenihan   7,500        6.84%    $22.48  12/08/07 $ 42,000(2)

     Augustine F. Jehle   5,000        4.56%    $22.48  12/08/07 $ 28,000(2)

     Robert H. Hunt, Jr.  5,000        4.56%    $22.48  12/08/07 $ 28,000(2)

     --------------------

     (1)  Options granted to Messrs. Richel, Lenihan, Jehle and Hunt
          pursuant to the Incentive Option Plan become exercisable in five
          equal annual installments commencing on December 9, 1998, the
          first anniversary date of the grant.  Options granted to Mr.
          Griffin also become exercisable in five equal annual
          installments, commencing January 7, 1998 for 31,700 options
          granted in January, 1997 and December 9, 1998 for 7,500 options
          granted in December, 1997.  To the extent not already
          exercisable, the options become exercisable upon death,
          disability or upon a change in control of the Company.

     (2)  The present value has been estimated using the Black-Scholes
          option pricing model and the following assumptions:  dividend
          yield of 1.96%, expected volatility of 21.50% and a risk-free
          interest rate of 5.90%.

     (3)  The present value has been estimated using the Black-Scales
          option pricing model and the following assumptions:  dividend
          yield of 2.79%, expected volatility of 21.30% and a risk-free
          interest rate of 6.32%.

          The following table provides certain information with respect to
     the number of shares of Common Stock represented by outstanding
     options held by the named executive officers as of December 31, 1997. 
     Also reported are the value of "in-the-money" options which represent
     the positive spread between the exercise price of any such existing
     stock options and the year-end price of the Common Stock.

                 AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL
                        YEAR AND FY-END OPTION/SAR VALUES

                                               Number of
                                               Securities  Value of Unexercised
                                               Underlying      In-the-Money
                            Shares            Unexercised   Options/SARs at FY-
                           Acquired           Options/SARs   End($) (based on
                              on     Value    at FY-End (#)  $24.00 per share)
                           ExerciseRealized   Exercisable/    (E)Exercisable/
     Name                     (#)     ($)    Unexercisable  (U)Unexercisable(1)
     ----                     ---     ---    -------------- -------------------
     Victor M. Richel           0      0     26,450/130,800 $312,375/$1,287,498
     Michael J. Griffin         0      0        0/39,200        $0/$317,939
     Bernard F. Lenihan         0      0      6,340/32,860   $74,875/$310,902
     Augustine F. Jehle         0      0      2,116/13,464    $24,990/$107,560
     Robert H. Hunt, Jr.        0      0      6,340/30,360    $74,875/$307,102

     ------------

     (1)  Market value of the underlying securities at year end ($24.00)
          minus the exercise price per share.  Options vest at an annual
          rate of 20% of the original amount granted, subject to
          acceleration in certain circumstances. 


     Transactions With Certain Related Persons

          The Bank has had, and is likely in the future to have, banking
     transactions in the ordinary course of its business with the Company's
     and the Bank's directors, executive officers and their affiliates
     (each a "related party" and collectively, the "related parties"). 
     Past transactions were, and future transactions will be, on the same
     terms and conditions as are prevailing at the time such transactions
     occur for comparable transactions with unrelated borrowers and are not
     believed to involve more than the normal risk of repayment.


                              INDEPENDENT AUDITORS

          The Company's independent auditors for the fiscal year ended
     December 31, 1997 were KPMG Peat Marwick LLP and the Company's Board
     of Directors has appointed KPMG Peat Marwick LLP to continue as
     independent auditors for the Bank and the Company for the year ending
     December 31, 1998.  

          Representatives of KPMG Peat Marwick LLP will be present at the
     Annual Meeting.  They will be given an opportunity to make a statement
     if they desire to do so and will be available to respond to
     appropriate questions from shareholders present at the Annual Meeting.


                         COMPLIANCE WITH SECTION 16(a) 
                     OF THE SECURITIES EXCHANGE ACT OF 1934 

          Section 16(a) of the Exchange Act requires the Company's officers
     and directors, and persons who own more than ten percent of a
     registered class of the Company's equity securities, to file reports
     of ownership and changes in ownership with the SEC.  Officers,
     directors and greater than ten percent shareholders are required by
     regulation of the SEC to furnish the Company with copies of all
     Section 16(a) forms they file.

          Based solely on its review of the copies of such forms received
     by it, or written representations from certain reporting persons that
     no Forms 5 were required for those persons, the Company believes that,
     during the year ended December 31, 1997, all filing requirements
     applicable to its officers, directors and greater than ten percent
     beneficial owners were met, except that, in connection with his
     initial statement of beneficial ownership, Mr. Sharkey omitted certain
     shares held by corporations deemed to be controlled by him.  After
     being advised that he is deemed the owner of these shares, Mr. Sharkey
     amended his initial statement of beneficial ownership to include an
     additional 5,200 shares.


                             ADDITIONAL INFORMATION

     Shareholder Proposals

          To be considered for inclusion in the company's proxy statement
     and form of proxy relating to the 1999 Annual Meeting of Shareholders,
     a shareholder proposal must be received by the Secretary of the
     Company at the address set forth on the first page of this Proxy
     Statement not later than December 17, 1998.

     Advance Notice of Shareholder Nominations to the Board of Directors 

          The Bylaws of the Company provide an advance notice procedure for
     a shareholder to properly submit nominations to the Board of
     Directors.  The shareholder must give written advance notice to the
     Secretary of the Company not less than fifty (50) days nor more than
     seventy-five (75) days prior to the date of the shareholder meeting,
     irrespective of any deferrals, postponements or adjournments thereof
     to a later date; provided, however, that in the event that less than
     sixty (60) days' notice or prior public disclosure of the date of the
     meeting is given or made to stockholders, notice by the stockholder to
     be timely must be so received not later than the close of business on
     the tenth (10th) day following the day on which such notice of the
     date of the meeting was mailed or such public disclosure was made,
     whichever first occurs.  The advance notice to the Secretary of the
     Company must include certain information regarding the shareholder and
     the nominee or nominees.  Nothing in this paragraph shall be deemed to
     require the Company to include in its proxy statement or the proxy
     relating to a shareholder meeting any shareholder nominations to the
     Board of Directors which do not meet all of the requirements set forth
     in the Bylaws of the Company or do not meet all of the requirements
     established by the SEC for inclusion in effect at the time such
     nominations are received.

                            STATEWIDE FINANCIAL CORP.
                    PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
                  Solicited on Behalf of the Board of Directors

          The undersigned hereby appoints the Board of Directors or any
     survivor thereof to vote all of the shares of Statewide Financial
     Corp. ("Statewide") standing in the undersigned's name at the Annual
     Meeting of Shareholders of Statewide, to be held at the Newark Airport
     Marriott, Newark International Airport, Newark, New Jersey 07114, on
     Wednesday, May 6, 1998, at 10:30 A.M., and at any adjournment thereof. 
     The undersigned hereby revokes any and all proxies heretofore given
     with respect to such meeting.

          This proxy will be voted as specified below.  If no choice is
     specified, the proxy will be voted "FOR" Management's Nominees to The
     Board of Directors.

          The Board of Directors recommends a vote "FOR" approval  of
     Management's Nominees to The Board of Directors.

          1.   Election of the following two (2) nominees to each serve for
               a three (3) year term of office as directors of Statewide:
               Thomas Sharkey, Sr. and Thomas V. Whelan.

                    FOR ALL NOMINEES
               ----

               TO WITHHOLD AUTHORITY FOR ANY OF THE ABOVE NAMED NOMINEES,
               PRINT THE NOMINEE'S NAME ON THE LINE BELOW:


               --------------------------------------


                    WITHHOLD AUTHORITY FOR ALL NOMINEES
               ---- 
          
          2.   In their discretion, such other business as may properly
               come before the meeting.


     Dated:    , 1998.        ---------------------------------
                                   Signature

                              ---------------------------------
                                   Signature

                         (Please sign exactly as your name appears.  When
                         signing as an executor, administrator, guardian,
                         trustee or attorney, please give your title as
                         such.  If signer is a corporation, please sign the
                         full corporate name and then an authorized officer
                         should sign his name and print his name and title
                         below his signature.  If the shares are held in
                         joint name, all joint owners should sign.)

                         PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE
                         ENCLOSED RETURN ENVELOPE.



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