Unassociated Document

CUSIP No. 404172108

Page 16 of 28 Pages

Item 1.

Security and Issuer

This Amended Schedule 13D relates to the common stock, $0.01 par value (“Common Stock”), of HF Financial Corp. (the “Company” or “HF Financial”). The address of the principal executive offices of the Company is 225 South Main Avenue, Sioux Falls, SD 57104.

Item 2.

Identity and Background

This Amended Schedule 13D is being filed jointly by the parties identified below.

By virtue of Kevin R. Schieffer agreeing to serve as a nominee for election to the Company’s Board of Directors in connection with the nomination of director candidates by the PL Capital Group (as defined below), Mr. Schieffer and the Kevin V. Schieffer Grantor Retained Annuity Trust (the “Grantor Trust”), established for the benefit of family members of Kevin V. Schieffer, with Kevin V. Schieffer as the sole trustee, may be deemed to constitute a “group” with the PL Capital Group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Schieffer and the Grantor Trust expressly disclaim beneficial ownership of securities held by the PL Capital Group. The securities reported herein as being beneficially owned by Mr. Schieffer and the Grantor Trust do not include any securities held by any member of the PL Capital Group.

The parties identified in the list below constitute the “PL Capital Group”. The PL Capital Group expressly disclaims beneficial ownership of securities held by Mr. Schieffer and the Grantor Trust. The securities reported herein as being beneficially owned by the PL Capital Group do not include any securities held by Mr. Schieffer and the Grantor Trust.

Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”).

Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”).

PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”).

PL Capital, LLC, a Delaware limited liability company and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund and beneficiary of the PL Capital Defined Benefit Pension Plan (“PL Capital”).

PL Capital Advisors, LLC, a Delaware limited liability company and investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL Capital, L.P. (“PL Capital Advisors”).

Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”).

Goodbody/PL Capital, LLC, a Delaware limited liability company and General Partner of Goodbody/PL LP (“Goodbody/PL LLC”).

CUSIP No. 404172108

Page 17 of 28 Pages

John W. Palmer and Richard J. Lashley, Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC and beneficiaries of the PL Capital Defined Benefit Pension Plan (“PL Capital Pension Plan”).

John W. Palmer as an individual.

PL Capital Pension Plan, a pension plan for PL Capital and its managing members Messrs. Palmer and Lashley.

Richard J. Lashley as an individual and jointly with his spouse, Beth R. Lashley; and as holder of certain discretionary authority over an account held by Dr. Robin Lashley, his sister.

Beth R. Lashley jointly with her spouse, Richard J. Lashley.

Dr. Robin Lashley as an individual.

The joint filing agreement of the PL Capital Group, Kevin R. Schieffer and the Grantor Trust is attached hereto as Exhibit 1. While Mr. Schieffer and the Grantor Trust may be deemed to constitute a “group” with the PL Capital Group for purposes of Section 13(d)(3) of the Exchange Act, due to Mr. Schieffer agreeing to serve as a nominee for election to the Company’s Board of Directors in connection with the nomination of director candidates by the PL Capital Group, Mr. Schieffer is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, the PL Capital Group as to how Mr. Schieffer, if elected as a director of the Company, will act or vote on any issue or question.

(a)-(c) This statement is filed by Mr. John Palmer and Mr. Richard Lashley, with respect to the shares of Common Stock beneficially owned by them, as follows:

(1)

shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic and Focused Fund, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of PL Capital, the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund.

(2)

shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of PL Capital Advisors, the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.

(3)

shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of Goodbody/PL LLC, the General Partner of Goodbody/PL LP.

(4)

shares of Common Stock held in the name of PL Capital Pension Plan. Messrs. Lashley and Palmer are the beneficiaries of the plan.

CUSIP No. 404172108

Page 18 of 28 Pages

(5)

Shares of Common Stock held by Mr. Palmer as an individual.

(6)

shares of Common Stock held by Mr. Lashley: (A) as an individual; (B) jointly with Mrs. Lashley; and (C) a holder of certain discretionary authority over an account held by his sister Dr. Robin Lashley.

The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, PL Capital Pension Plan, Mr. Palmer, Mr. Lashley, Mrs. Lashley and Dr. Robin Lashley is: c/o PL Capital, 20 East Jefferson Avenue, Suite 22, Naperville, Illinois 60540. Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP and Goodbody/PL LLC are engaged in various interests, including investments.

The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC, whose principal business is investments.

PL Capital Pension Plan is a defined benefit pension plan for the benefit of the principals of PL Capital, Messrs. Palmer and Lashley.

Beth Lashley is a certified public accountant (inactive) who is not currently employed.

The principal employment of Dr. Robin Lashley is college professor at Kent State University, Tuscarawas Campus, 330 University Drive NE, New Philadelphia, Ohio 44663.

The business address of Mr. Schieffer and the Grantor Trust is c/o Schieffer Consulting, Inc., 1601 E. 16th Street, Suite 300, Sioux Falls, SD 57108. Mr. Schieffer is a self-employed investor. The Grantor Trust was organized under the laws of the state of South Dakota.

(d) During the past five years, no member of the PL Capital Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, neither Mr. Schieffer nor the Grantor Trust has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, no member of the PL Capital Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. During the past five years, neither Mr. Schieffer nor the Grantor Trust has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(f) All of the individuals who are members of the PL Capital Group and Mr. Schieffer are citizens of the United States.

CUSIP No. 404172108

Page 19 of 28 Pages

Item 3.

Source and Amount of Funds or Other Consideration

In aggregate, the PL Capital Group, Mr. Schieffer and the Grantor Trust own 688,717 shares of Common Stock of the Company acquired at an aggregate cost of $7,255,061.

The amount of funds expended by Financial Edge Fund to acquire the 255,316 shares of Common Stock it holds in its name is $2,611,818. Such funds were provided from Financial Edge Fund’s available capital and from time to time by margin loans provided by BNP Paribas Prime Brokerage, Inc. (BNP Paribas).

The amount of funds expended by Financial Edge Strategic to acquire the 93,588 shares of Common Stock it holds in its name is $954,782. Such funds were provided from Financial Edge Strategic’s available capital and from time to time from margin loans provided by BNP Paribas.

The amount of funds expended by Goodbody/PL LP to acquire the 37,847 shares of Common Stock it holds in its name is $359,030. Such funds were provided from Goodbody/PL LP’s available capital and from time to time from margin loans provided by BNP Paribas.

The amount of funds expended by Focused Fund to acquire the 169,344 shares of Common Stock it holds in its name is $1,681,125. Such funds were provided from Focused Fund’s available capital.

The amount of funds expended by PL Capital Pension Plan to acquire the 11,657 shares of Common Stock it holds in its name is $97,671. Such funds were provided from PL Capital Pension Plan’s available capital.

The amount of funds expended by Mr. Palmer to acquire the 100 shares of Common Stock he holds in his name is $919. Such funds were provided from Mr. Palmer’s personal funds.

The amount of funds expended by Mr. Lashley to acquire the 500 shares of Common Stock he holds in his name is $6,259. Such funds were provided from Mr. Lashley’s personal funds.

The amount of funds expended by Mr. and Mrs. Lashley to acquire the 2,000 shares of Common Stock they hold jointly is $17,009. Such funds were provided from their personal funds.

The amount of funds expended by the Grantor Trust to acquire the 116,365 shares of Common Stock is $1,507,023. Such funds were provided from Mr. Schieffer’s personal funds.

Any purchases of Common Stock made by members of the PL Capital Group, Mr. Schieffer or the Grantor Trust using funds borrowed from BNP Paribas, if any, were made in margin transactions on that firms’ usual terms and conditions. All or part of the shares of Common Stock owned by members of the PL Capital Group, Mr. Schieffer or the Grantor Trust may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to such parties. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing no member of the PL Capital Group, Mr. Schieffer or the Grantor Trust has margin or other loans outstanding secured by Common Stock other than Financial Edge Fund, L.P., Financial Edge Strategic Fund, L.P., Goodbody/PL Capital, L.P. and PL Capital/Focused Fund, L.P.

CUSIP No. 404172108

Page 20 of 28 Pages

Item 4.

Purpose of Transaction

This is the fourth amendment to the PL Capital Group’s initial Schedule 13D filing. The PL Capital Group acquired shares of Common Stock because it believes that the Common Stock is undervalued. Mr. Schieffer and the Grantor Trust also acquired shares of Common Stock because they believed that the Common Stock was undervalued and represented an attractive investment.

On August 17, 2011, Mr. Lashley submitted notice to the Company of his intent to nominate Mr. Palmer and Mr. Schieffer as nominees for election as directors at the Company’s 2011 Annual Stockholder Meeting. A copy of the nomination letter is attached hereto as Exhibit 5. In connection with Mr. Lashley’s intent to nominate directors, Mr. Lashley submitted a stockholder demand for inspection of stockholder records to the company on August 18, 2011, a copy of which is attached hereto as Exhibit 6.

On January 8, 2010, the PL Capital Group sent a letter to the Board of Directors outlining concerns related to the Company’s compliance with the Standstill Agreement discussed below, a copy of which is attached as Exhibit 4 to this Amended Schedule 13D.

On December 1, 2009, the PL Capital Group sent a letter to the Board of Directors outlining concerns related to the Company’s common stock offering, a copy of which was attached as Exhibit 3 to Amendment No. 2 to the Schedule 13D.

On August 26, 2009, the PL Capital Group entered into a Standstill Agreement (the “Agreement”) with HF Financial, a copy of which was attached as Exhibit 2 to Amendment No. 1 to the Schedule 13D. The Agreement was entered into after HF Financial’s board of directors decided to adopt a majority voting policy, and the Agreements has now expired.

Members of the PL Capital Group, Mr. Schieffer or the Grantor Trust may make further purchases of shares of Common Stock. Members of the PL Capital Group, Mr. Schieffer or the Grantor Trust may dispose of any or all the shares of Common Stock held by them.

To the extent the actions described herein may be deemed to constitute a “control purpose” with respect to the Exchange Act and the regulations thereunder, the PL Capital Group, Mr. Schieffer and the Grantor Trust have such a purpose. Except as noted in this Amended Schedule 13D, no member of the PL Capital Group, Mr. Schieffer or the Grantor Trust has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto.

CUSIP No. 404172108

Page 21 of 28 Pages

Item 5.

Interest in Securities of the Company

The percentages used in this Amended Schedule 13D are calculated based upon 6,974,272 outstanding shares of Common Stock, as determined by the Issuer’s most recently available public information, as of the close of business on June 30, 2011. The transactions of the PL Capital Group, Mr. Schieffer and the Grantor Trust in the Common Stock within the past 60 days of the date of this Amended Schedule 13D are noted below:

(A) Financial Edge Fund

(a)-(b) See cover page.

Date	Number of Shares Purchased		Price per Share		Total Cost
7/8/2011		479	$	10.24	$	4,954
7/25/2011		1,552	$	10.50	$	16,338
7/28/2011		300	$	10.14	$	3,092
7/29/2011		2,100	$	10.12	$	21,302
8/1/2011		508	$	10.12	$	5,191
8/3/2011		3,310	$	10.12	$	33,547

(d) Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Fund with regard to those shares of Common Stock.

(B) Financial Edge Strategic

(a)-(b) See cover page.

Date		Number of Shares Purchased				Price per Share				Total Cost
7/19/2011			2,000			$	10.25			$	20,550

(d) Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Financial Edge Strategic with regard to those shares of Common Stock.

CUSIP No. 404172108

Page 22 of 28 Pages

(a)-(b) See cover page.

(c) Goodbody/PL LP made no purchases or sales within the past 60 days. (d)Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Mr. Palmer and Mr. Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by Goodbody/PL LP.

(D) Focused Fund

(a)-(b) See cover page.

(d) PL Capital is the general partner of Focused Fund. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, PL Capital may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by PL Capital.

(E) PL Capital

(a)-(b) See cover page.

(d) PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.

(F) PL Capital Advisors

(a)-(b) See cover page.

(d) PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP and Focused Fund. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital Advisors, they have the power to direct the affairs of PL Capital Advisors. Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Goodbody/PL LP, and Focused Fund.

CUSIP No. 404172108

Page 23 of 28 Pages

(G) Goodbody/PL LLC

(a)-(b) See cover page.

(d) Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Mr. Palmer and Mr. Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by Goodbody/PL LP.

(H) Mr. John W. Palmer

(a)-(b) See cover page.

Date		Number of Shares Purchased				Price per Share				Total Cost
8/16/2011			100			$	9.19			$	919

(I) Richard J. Lashley and Beth R. Lashley

(a)-(b) See cover page.

(J) PL Capital Pension Plan

(a)-(b) See cover page.

(d) PL Capital Pension Plan is a defined benefit plan for PL Capital and its managing members Messrs. Lashley and Palmer. Because Mr. Palmer and Mr. Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital Pension Plan. Therefore, PL Capital and PL Capital Pension Plan may be deemed to share with Messrs. Palmer and Lashley voting and dispositive power with regard to the shares of Common Stock held by PL Capital Pension Plan.

CUSIP No. 404172108

Page 24 of 28 Pages

(K) Dr. Robin Lashley

(a)-(b) See cover page.

(L) Grantor Trust and Kevin V. Schieffer

(a)-(b) See cover page.

(d) Mr. Schieffer established the Grantor Trust for the benefit of his family members and is the sole trustee of the Grantor Trust. As the sole trustee, Mr. Schieffer has the power to direct the affairs of the Grantor Trust.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company

With respect to Financial Edge Fund, Financial Edge Strategic and Focused Fund: PL Capital and/or PL Capital Advisors are entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital. With respect to Goodbody/PL LP: Goodbody/PL LLC and/or PL Capital Advisors are entitled to (1) an allocation of a portion of profits, if any, and (2) a management fee based upon a percentage of total capital.

Mr. Palmer has agreements with the limited partnerships and companies managed and advised by PL Capital, LLC, Goodbody/PL Capital, LLC and PL Capital Advisors, LLC, whereby Mr. Palmer is indemnified by the limited partnerships and companies for any liabilities he may incur in connection with his duties, including PL Capital Group’s intended solicitation of proxies for use at the 2011 Annual Meeting of Shareholders of the Company. Those limited partnerships and companies will also reimburse Mr. Palmer for any expenses that he reasonably incurs in connection with the PL Capital Group’s intended solicitation of proxies for use at the 2011 Annual Meeting of Shareholders of the Company. Mr. Palmer is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, the PL Capital Group, Mr. Schieffer or the Grantor Trust (or any other person) as to how Mr. Palmer, if elected as a director of the Company, will act or vote on any issue or question.

CUSIP No. 404172108

Page 25 of 28 Pages

Mr. Schieffer has an agreement with the limited partnerships and companies managed and advised by PL Capital, LLC, Goodbody/PL Capital, LLC and PL Capital Advisors, LLC, whereby Mr. Schieffer is indemnified by the limited partnerships and companies for any liabilities he may incur in connection with PL Capital Group’s intended solicitation of proxies for use at the 2011 Annual Meeting of Shareholders of the Company. Those limited partnerships and companies will also reimburse Mr. Schieffer for any expenses that he reasonably incurs in connection with the PL Capital Group’s intended solicitation of proxies for use at the 2011 Annual Meeting of Shareholders of the Company. Mr. Schieffer is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, the PL Capital Group (or any other person) as to how Mr. Schieffer, if elected as a director of the Company, will act or vote on any issue or question.

Other than the foregoing agreements and arrangements, and the Joint Filing Agreement filed as Exhibit 1 hereto, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.

Item 7.

Material to be Filed as Exhibits

Exhibit No.		Description

1		Joint Filing Agreement.

2		Standstill Agreement, dated August 26, 2009.*

3		Letter from PL Capital to Board of Directors dated December 1, 2009.*

4		Letter from PL Capital to Board of Directors dated January 8, 2009.*

5		Notice of Intent to Nominate Directors from Richard J. Lashley to Secretary of the Company dated August 17, 2011.

6		Stockholder Demand for Inspection of Stockholder Records from Richard J. Lashley to Secretary of the Company dated August 18, 2011.

* Filed previously.

CUSIP No. 404172108

Page 26 of 28 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 18, 2011

FINANCIAL EDGE FUND, L.P.

By:	PL CAPITAL, LLC
	General Partner

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

FINANCIAL EDGE-STRATEGIC FUND, L.P.

By:	PL CAPITAL, LLC
	General Partner

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

PL CAPITAL/FOCUSED FUND, L.P.

By:	PL CAPITAL, LLC
	General Partner

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

CUSIP No. 404172108

Page 27 of 28 Pages

GOODBODY/PL CAPITAL, L.P.

By:	GOODBODY/PL CAPITAL, LLC
	General Partner

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

GOODBODY/PL CAPITAL, LLC

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

PL CAPITAL, LLC

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

PL CAPITAL ADVISORS, LLC

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

CUSIP No. 404172108

Page 28 of 28 Pages

PL CAPITAL DEFINED BENEFIT PENSION PLAN

By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley

KEVIN V. SCHIEFFER GRANTOR RETAINED ANNUITY TRUST

By:	/s/ Kevin V. Schieffer
	Kevin V. Schieffer
	Trustee

By:	/s/ John W. Palmer
	John W. Palmer

By:	/s/ Richard J. Lashley
	Richard J. Lashley

By:	/s/ Beth R. Lashley
	Beth R. Lashley

By:	/s/ Robin Lashley
	Robin Lashley

By:	/s/ Kevin V. Schieffer
	Kevin V. Schieffer

1	NAME OF REPORTING PERSON
	Financial Edge Fund, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) T
		(b) £

3	SEC USE ONLY


4	SOURCE OF FUNDS
	WC, OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	£


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 255,316
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 255,316

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	255,316

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.7%

14	TYPE OF REPORTING PERSON
	PN

1	NAME OF REPORTING PERSON
	Financial Edge—Strategic Fund, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) T
		(b) £

3	SEC USE ONLY


4	SOURCE OF FUNDS
	WC, OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	£


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 93,588
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 93,588

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	93,588

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.3%

14	TYPE OF REPORTING PERSON
	PN

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 37,847
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 37,847

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	37,847

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.5%

14	TYPE OF REPORTING PERSON
	PN

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 169,344
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 169,344

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	169,344

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.4%

14	TYPE OF REPORTING PERSON
	PN

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 529,905
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 529,905

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	529,905

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.6%

14	TYPE OF REPORTING PERSON
	PN

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 556,095
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 556,095

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	556,095

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.0%

14	TYPE OF REPORTING PERSON
	PN

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 100
	8	SHARED VOTING POWER 567,752
	9	SOLE DISPOSITIVE POWER 100
	10	SHARED DISPOSITIVE POWER 567,752

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	567,852

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.1%

14	TYPE OF REPORTING PERSON
	IN

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 500
	8	SHARED VOTING POWER 571,752
	9	SOLE DISPOSITIVE POWER 500
	10	SHARED DISPOSITIVE POWER 571,752

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	572,252

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.2%

14	TYPE OF REPORTING PERSON
	IN

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 11,657
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 11,657

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,657

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.2%

14	TYPE OF REPORTING PERSON
	EP

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 2,000
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 2,000

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 116,365
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 116,365

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	116,365

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	x


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.7%

14	TYPE OF REPORTING PERSON
	IN