<DOCUMENT>
<TYPE>PX14A6G
<SEQUENCE>1
<FILENAME>proxystatement02.txt
<DESCRIPTION>PROXY STATEMENT 2001
<TEXT>
                                       19


                         BROADWAY FINANCIAL CORPORATION

                             4800 Wilshire Boulevard
                          Los Angeles, California 90010

                                 PROXY STATEMENT

                         Annual Meeting of Stockholders

                                  June 19, 2002


              INFORMATION RELATING TO VOTING AT THE ANNUAL MEETING

This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Broadway Financial  Corporation (the "Company"),  a
Delaware  corporation,  for use at the  Annual  Meeting of  Stockholders  of the
Company (the "Annual Meeting") to be held at the Company's  principal  executive
offices, 4800 Wilshire Boulevard, Los Angeles, California,  90010, at 2:00 p.m.,
on June 19, 2002, and at any  postponement  or adjournment  thereof.  This Proxy
Statement and the  accompanying  form of proxy were first mailed to stockholders
on or about May 6, 2002.

The  Company was  incorporated  under  Delaware  law in  September  1995 for the
purpose  of  acquiring  and  holding  all of the  outstanding  capital  stock of
Broadway Federal Bank, f.s.b.  ("Broadway Federal" or the "Bank") as part of the
Bank's conversion from a federally chartered mutual savings and loan association
to a federally chartered stock savings bank (the  "Conversion").  The Conversion
was completed,  and the Bank became a wholly owned subsidiary of the Company, on
January 8, 1996. Unless otherwise indicated,  references in this Proxy Statement
to the Company include the Bank as its predecessor.

The Board of Directors of the Company has selected  April 22, 2002 as the record
date for the determination of stockholders  entitled to notice of and to vote at
the Annual Meeting. A total of 910,538 shares of the Company's common stock, par
value $.01 per share (the  "Common  Stock"),  were  outstanding  at the close of
business on that date. A majority of the shares entitled to vote, represented in
person or by proxy,  will constitute a quorum for the transaction of business at
the Annual  Meeting.  Stockholders  will be  entitled  to cast one vote for each
share of Common  Stock  held by them of record at the close of  business  on the
record  date on any  matter  that may be  presented  at the Annual  Meeting  for
consideration  and action by the  stockholders.  Abstentions  will be treated as
shares that are present and  entitled to vote for  purposes of  determining  the
presence of a quorum, but as unvoted for purposes of determining the approval of
any matter  submitted for a vote of the  stockholders.  If a broker indicates on
its proxy that the broker  does not have  discretionary  authority  to vote on a
particular matter as to certain shares, those shares will be counted for general
quorum  purposes but will not be considered as present and entitled to vote with
respect to that matter.

All valid  proxies  received in response to this  solicitation  will be voted in
accordance with the instructions  indicated  thereon by the stockholders  giving
such proxies. If no contrary  instructions are given, such proxies will be voted
FOR the  election  of the  directors  named  in this  Proxy  Statement,  FOR the
approval of the  amendment to the Long Term  Incentive  Plan and FOR approval of
the appointment of KPMG LLP as the Company's independent auditors for the fiscal
year ending December 31, 2002.  Although the Board of Directors  currently knows
of no other matter to be brought  before the Annual  Meeting,  if other  matters
properly  come  before  the  Annual  Meeting  and may  properly  be acted  upon,
including  voting on a substitute  nominee for director in the event that one of
the nominees named in this Proxy Statement  becomes unwilling or unable to serve
before the Annual  Meeting,  the proxy will be voted in accordance with the best
judgement of the persons named in the proxy.

Any  stockholder  has the power to revoke his or her proxy at any time before it
is voted at the Annual  Meeting by  delivering a later signed and dated proxy or
other written notice of revocation to Beverly A. Dyck, Secretary of the Company,
at 4800 Wilshire Boulevard, Los Angeles,  California 90010. A proxy will also be
considered  revoked if the person  executing  the proxy is present at the Annual
Meeting and chooses to vote in person.



<PAGE>


The  principal  solicitation  of proxies is being made by mail.  The Company has
retained U. S. Stock Transfer  Corporation,  the Company's  transfer  agent,  to
assist in the  solicitation  of  proxies  for an  estimated  fee of $1,600  plus
reimbursement  of certain  expenses.  To the extent  necessary,  proxies  may be
solicited by officers,  directors  and  employees of the Company,  or its wholly
owned subsidiaries,  none of whom will receive additional compensation therefor,
and may also be solicited by  telephone,  personal  contact or other means.  The
Company will bear the cost of the  solicitation of proxies,  including  postage,
printing and handling,  and will reimburse  brokers and other nominee holders of
shares for their  expenses  incurred  in  forwarding  solicitation  material  to
beneficial owners of shares.


                              ELECTION OF DIRECTORS

The Company's Certificate of Incorporation  provides that the Board of Directors
shall be divided into three classes,  with the term of one class of directors to
expire each year.  Three directors are to be elected at the Annual Meeting.  The
Certificate  of  Incorporation  does not  provide for  cumulative  voting in the
election of directors.

The following table sets forth the names and  information  regarding the persons
who are currently  members of the Company's Board of Directors,  including those
nominated by the Board of Directors for reelection.  If elected,  Mr. Stephen N.
Rippe,  Mr. A. Odell Maddox and Mr.  Daniel A. Medina will each serve for a term
of three years or until their  respective  successors are elected and qualified.
The three nominees have  consented to be named in this Proxy  Statement and have
indicated  their  intention to serve if elected.  Each  director  listed  below,
except as noted,  served as a director  of the Bank prior to its  reorganization
into a holding company structure. The dates listed below pertaining to length of
service as a  director  include  service as a director  of the Bank prior to the
formation of the Company, except as noted. If any of the nominees becomes unable
to serve as a director  for any reason the  shares  represented  by the  proxies
solicited hereby may be voted for a replacement nominee selected by the Board.
<TABLE>
<CAPTION>

                                           Age at
                                        December 31,       Director     Term          Positions Currently Held with
               Name                         2001            Since       Expires        the Company and the Bank
-----------------------------------    ----------------   -----------   ----------   --------------------------------
NOMINEES:
<S>                                         <C>             <C>          <C>
      Stephen N. Rippe(1)                    55              2001         2002       Director of Company and Bank
      A. Odell Maddox                        55              1986         2002       Director of Company and Bank
      Daniel A. Medina (2)                   44              1997         2002       Director of Company and Bank

CONTINUING DIRECTORS:
<CAPTION>
<S>                                         <C>             <C>          <C>
      Paul C. Hudson (3)                     53              1985         2003       Director,  President  and Chief
                                                                                     Executive  Officer  of  Company
                                                                                     and Bank
      Kellogg Chan                           62              1993         2003       Director of Company and Bank
      Larkin Teasley                         65              1977         2003       Director of Company and Bank
      Elbert T. Hudson(3)                    81              1959         2004       Director  and  Chairman  of the
                                                                                     Board of Company and Bank
      Rosa M. Hill                           72              1977         2004       Director of Company and Bank

--------------
</TABLE>

(1) Elected to the Board of  Directors  of  Broadway  Financial  Corporation  on
September 19, 2001 and the Board of Directors of Broadway  Federal Bank,  f.s.b.
on November 20, 2001.

(2) Served as an advisor to the Board prior to the Bank's  reorganization into a
holding company structure.

(3) Elbert T. Hudson and Paul C. Hudson are father and son.



                  THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
                      THAT YOU VOTE FOR THE ABOVE NOMINEES.



<PAGE>


The business  experience of each of the nominees and continuing  directors is as
follows:

Nominees:

Stephen N. Rippe is Portfolio  Manager for Hot Creek Capital,  L.L.C.  (formerly
Everest Managers,  L.L.C), an investment  partnership  specializing in micro-cap
financial institutions.  Prior to joining Hot Creek Capital, Mr. Rippe served as
President and Chief  Executive  Officer of Highland  Bancorp,  Inc. from 1994 to
2001. Mr. Rippe also served as Chief Operating  Officer of Imperial Capital Bank
from 1991 to 1993 and President and Chief Executive  Officer of Security Pacific
Bank,   Nevada  from  1987  to  1989.   Mr.   Rippe  is  the   Chairman  of  the
Audit/CRA/Compliance Committee of the Bank and is a member of the Loan Committee
of the Bank.

A. Odell Maddox is Manager of Maddox Co., a real estate property  management and
sales company.  Mr. Maddox served as a real estate appraiser for the Los Angeles
County Assessor's Office from 1969 to 1972 and as a loan consultant for Citizens
Savings and Loan  Association  from 1978 to 1979. Mr. Maddox served as President
of Maddox & Stabler  Construction  Company  Inc.  (a public  works  construction
company)  from 1984 to 1999.  Mr.  Maddox is the  Chairman  of the Asset  Review
Committee   of  the  Bank  and  a  member  of  the   Executive   Committee   and
Asset/Liability and Investment Committee of the Bank.

Daniel A.  Medina is a private  investor.  Until  March 2, 2000 he was  Managing
Director in the Global Corporate Finance Practice for Arthur Andersen,  LLP. Mr.
Medina  joined  Arthur  Andersen  in  February  1999.  Prior to  joining  Arthur
Andersen,  Mr. Medina had been Vice  President-Acquisitions  for Avco  Financial
Services,  Inc.,  since October 1996.  Mr. Medina  previously  had been Managing
Director-Corporate  Advisory  Department for Union Bank of  California,  N.A., a
subsidiary of the Bank of Tokyo Mitsubishi Bank, since 1992. Mr. Medina has been
a member of the Company's Board since 1997. Prior to that time he was an advisor
to the Broadway Federal Board since 1993 and the Company's Board since 1996. Mr.
Medina is the Chairman of the  Asset/Liability  and Investment  Committee of the
Bank and a member of the  Compensation/Benefits  Committees  of the Bank and the
Company.


Continuing Directors:

Paul C. Hudson is the President and Chief  Executive  Officer of the Company and
the Bank. Mr. Hudson joined  Broadway  Federal in 1981, was elected to the Board
in 1985, and served in various  positions prior to becoming  President and Chief
Executive Officer in 1992. Mr. Hudson is a member of the California and District
of Columbia Bars. He serves on the board of the Metropolitan  Transit Authority,
Pitzer College,  Orthopaedic Hospital  Foundation,  and the California Community
Foundation. Mr. Hudson also chairs the Board of Community Build. Mr. Hudson is a
member of the  Executive  Committees of the Bank and the Company and a member of
the Loan Committee of the Bank.

Kellogg Chan is President of North American Financing Corporation, an investment
banking firm, and Asia Capital Group,  Inc., a biotech holding  company.  He has
been a member of the Board of  Directors  since 1993.  He was Chairman and Chief
Executive  Officer of Universal Bank,  f.s.b. from 1994 to 1995 and a consultant
to Seyen  Investments  from 1993 to 1994. He was  President and Chief  Executive
Officer of East-West  Bank from 1976 to 1992.  Mr. Chan is a past trustee of the
Greater Los Angeles Zoo Association,  and past member of the Boards of Directors
of the San Marino City Club, the Southern California Chinese Lawyers Association
and the San Gabriel  Valley  Council of Boy Scouts.  Mr. Chan is a member of the
Chinese  American  Citizens  Alliance,  Central City Optimists,  and the Chinese
Heart Council of the American Heart Association. Mr. Chan is the Chairman of the
Loan Committee of the Bank and is a member of the Audit/CRA/Compliance Committee
of the Bank and a member of the Executive Committee of the Company.

Larkin  Teasley is Chairman,  President  and Chief  Executive  Officer of Golden
State Mutual Life Insurance  Company.  He was elected  President in 1980,  Chief
Executive Officer in 1990 and Chairman in 2001. He is also a member of the Board
of Investment for the Los Angeles County Employees Retirement  Association.  Mr.
Teasley is past Chairman of the National Insurance Association and past director
of  the  California  Chamber  of  Commerce.  Mr.  Teasley  is a  member  of  the
Compensation/Benefits   Committee   of  the   Company   and  a  member   of  the
Asset/Liability and Investment and Executive Committees of the Bank.

Elbert T.  Hudson is  Chairman of the Board of both the Company and the Bank and
has  engaged in the  practice  of law since his  retirement  as Chief  Executive
Officer of the Bank in 1992. He was elected as President/Chief Executive Officer
of the Bank in 1972,  a position  he held until his  retirement.  Mr.  Hudson is
currently  Chairman of the  Executive  Committee of the Bank, a committee he has
served on  continuously  since  1972,  and serves on the Board of  Directors  of
Broadway  Service  Corporation  ("BSC"),  a wholly owned  subsidiary of Broadway
Federal.  He also  served on the Loan  Committee  of the Bank from 1959  through
1984.  Mr.  Hudson,  a member of the  California Bar since 1953,was a practicing
attorney prior to his election as President/Chief  Executive Officer of Broadway
Federal. Mr. Hudson is a member of the Board of Directors of Golden State Mutual
Life Insurance  Company and is a member of its Executive  Committee and Chairman
of its Audit Committee. Mr. Hudson is a member of the Board of Los Angeles Trade
Technical College Foundation and the Los Angeles Community Development Bank. Mr.
Hudson is Chairman of the Executive Committees of the Company and the Bank and a
member of the Asset Review Committee of the Bank.

Rosa M. Hill was  formerly an  elementary  school  teacher with Los Angeles City
Schools, and the Fisk University Children's School,  Nashville,  Tennessee.  Ms.
Hill was also employed as a social worker with the Los Angeles  County Bureau of
Public  Assistance.  She  served  as the Vice  Chair of the  Board of  Trustees,
Bennett College, Greensboro, North Carolina, and on the Board of Family Services
of Los  Angeles.  Ms.  Hill has  been an  active  member  of the  Holman  United
Methodist  Church  in Los  Angeles  for 48 years  where  she has  served in many
leading  roles  within  the  church.   Ms.  Hill  is  the   Chairperson  of  the
Compensation/Benefits  Committee of the Bank and is a member of the Asset Review
Committee of the Bank.

Board Meetings and Committees

The Board of  Directors  of the Company and the Board of  Directors  of the Bank
held eleven  meetings each during 2001.  The Company has three  committees:  the
Executive  Committee,   the   Compensation/Benefits   Committee  and  the  Audit
Committee.  During 2001, the Bank had a total of six  committees:  the Executive
Committee,   the  Audit/CRA/Compliance   Committee,  the   Compensation/Benefits
Committee,   the  Loan   Committee,   the  Asset   Review   Committee   and  the
Asset/Liability and Investment Committee.

Company Committees



<PAGE>


The Executive Committee consists of Messrs. E. Hudson (Chairman),  P. Hudson and
Chan. This Committee monitors Company financial  matters,  including analysis of
overall  earnings  performance,  focusing  on trends,  projections  and  problem
anticipation  and  resolution.  It also  monitors the status of  litigation  and
serves as an interim decision-making body that functions between Board meetings,
counseling the chief executive officer by providing input on critical issues and
ensuring  appropriate Board involvement in the strategic  planning process.  The
Executive Committee had no meetings during 2001.

The  Audit/CRA/Compliance  Committee  consists  of Messrs  Rippe  and Chan.  The
Audit/CRA/Compliance  Committee  is  responsible  for  oversight of the internal
audit function for the Company,  assessment of accounting  and internal  control
policies  and  monitoring  of  regulatory  compliance.  The  Committee  is  also
responsible  for  oversight  of  external  auditors.  The   Audit/CRA/Compliance
Committee had one meeting during 2001.  The members of the  Audit/CRA/Compliance
Committee are independent directors as defined under the National Association of
Securities Dealers' listing standards.

The Compensation/Benefits Committee consists of Messrs. Teasley and Medina. This
Committee is responsible for the oversight of salary and wage administration and
various employee  benefits,  policies and incentive  compensation  issues at the
Company level. The Compensation/Benefits Committee had one meeting during 2001.



<PAGE>


Bank Committees

The Executive  Committee  consists of Messrs. E. Hudson  (Chairman),  P. Hudson,
Maddox and Teasley. This Committee monitors financial matters, including capital
adequacy and liquidity,  and analyzes overall earnings performance,  focusing on
trends,  regulations,  projections and problem  anticipation and resolution.  It
also monitors the status of litigation and serves as an interim  decision-making
body that  functions  between Board  meetings,  counseling  the chief  executive
officer by providing  input on critical  issues and ensuring  appropriate  Board
involvement in the strategic planning process.  The Executive Committee met four
times during 2001.

The  Audit/CRA/Compliance  Committee  consists of Messrs.  Rippe  (Chairman) and
Chan. The  Audit/CRA/Compliance  Committee is  responsible  for oversight of the
internal audit function,  assessment of accounting and internal control policies
and monitoring  regulatory  compliance.  The Committee is also  responsible  for
oversight of external auditors. The Audit/CRA/Compliance Committee met ten times
during 2001. The members of the  Audit/CRA/Compliance  Committee are independent
directors  as defined  under the National  Association  of  Securities  Dealers'
listing standards.

The  Compensation/Benefits  Committee consists of Ms. Hill (Chairperson) and Mr.
Daniel A. Medina.  This Committee is responsible for the oversight of salary and
wage  administration  and various  employee  benefits,  policies  and  incentive
compensation  issues, as well as the appraisal of the chief executive  officer's
performance,  determination of his salary and bonus, and making  recommendations
regarding such matters for approval by the Board of Directors. The Committee met
five times during 2001.



<PAGE>


The Loan Committee  consists of Messrs.  Chan (Chairman),  P. Hudson,  Rippe and
Parker,  Chief  Loan  Officer  as a  non-Board  member.  The Loan  Committee  is
responsible for developing the lending policies of the Bank, monitoring the loan
portfolio and compliance with established policies, and approving specific loans
in accordance with the Bank's loan policy. The Committee met twelve times during
2001.

The Asset Review Committee consists of Messrs. Maddox (Chairman), E. Hudson, Ms.
Hill and  non-Board  member  Ms.  Alesia  Willis,  Vice  President-Loan  Service
Manager.  The Asset Review  Committee is responsible for the review and approval
of asset  classifications,  and for monitoring  delinquent  loans and foreclosed
real estate. In addition, the Asset Review Committee reviews the adequacy of the
Bank's general loan loss allowance. The Committee met twelve times during 2001.

The  Asset/Liability  and  Investment  Committee  consists  of  Messrs.   Medina
(Chairman),  Maddox and Teasley and non-Board  members Messrs.  Kang,  Executive
Vice  President-Chief  Financial Officer,  Johnson,  Senior Vice President-Chief
Retail Banking Officer and Parker, Senior Vice President-Chief Loan Officer. The
Asset/Liability and Investment  Committee is responsible for monitoring Broadway
Federal's  interest  rate risk in order to reduce  the Bank's  vulnerability  to
changes in interest  rates.  The Committee  also monitors and controls the level
and type of  securities  investments  made by the Bank.  The  Committee met five
times during 2001.

Executive Officers Who Are Not Directors

The  following  table sets forth certain  information  with respect to executive
officers  of the  Company  or the Bank who are not  directors.  Officers  of the
Company  and the Bank serve at the  discretion  of and are  elected  annually by
their respective Boards of Directors.


<PAGE>
<TABLE>
<CAPTION>



          Name                 Age(1)             Positions Held With Company and Broadway Federal
--------------------------    ---------    ----------------------------------------------------------------

<S>                             <C>
Alvin D. Kang (2)                57        Chief  Financial  Officer of the  Company  and  Executive  Vice
                                           President Chief Financial Officer of the Bank

Eric V. Johnson                  42        Senior Vice President/Chief Retail Banking Officer of the Bank

Gerald W. Parker                 59        Senior Vice President/Chief Loan Officer of the Bank
----------------------------
</TABLE>

(1)      As of December 31, 2001.
(2)      Executive hired in December 2001

The business experience of each of the executive officers is as follows:


Eric V.  Johnson  joined  Broadway  Federal  Bank in May  1999  as  Senior  Vice
President/Chief Loan Officer and currently serves as Senior Vice President/Chief
Retail Banking Officer and Foreign Asset Control  Compliance  Officer.  Prior to
joining  Broadway  Federal,  Mr.  Johnson was the Senior Vice  President of Loan
Servicing Home Savings of America,  from 1993 to 1999. Mr. Johnson has served on
the San Gabriel  Valley Boy Scouts of America and is an active  member of Holman
United Methodist Church.

Alvin D. Kang joined  Broadway  Federal Bank in December  2001 as the  Executive
Vice President/Chief  Financial Officer.  Prior to joining Broadway Federal, Mr.
Kang was Executive Vice  President at Takenaka & Company,  LLC, a consulting and
investment  banking  firm from August 1999 to April 2002,  and was the  Managing
Member of Mu & Kang Consultants  L.L.C. from November 1995 to August 1999. Prior
to that,  Mr. Kang served as an Audit  Partner with KPMG and Ernst & Young,  LLP
and has 32 years experience  serving the Thrift and Banking  industries.  During
his public  accounting  career,  Mr. Kang was active in the  Financial  Managers
Society and was a frequent  speaker at industry  conferences.  He also served on
the AICPA Savings and Loan Committee.

Gerald W.  Parker  joined  Broadway  Federal in April  2000 as the  Senior  Vice
President/Chief Loan Officer.  Prior to joining Broadway Federal, Mr. Parker had
over 20 years of  experience  in the  banking  industry  with  Home  Savings  of
America,  where he served in various management positions.  Mr. Parker serves as
Vice  President  and a member of the Board of Directors of the Los Angeles Urban
Bankers  Association,   President  of  Inglewood  Development   Corporation,   a
non-profit  organization  for the City of  Inglewood,  a member  of the Board of
Directors of the California  Mortgage  Bankers and a Board member of the Haaf II
Project that is  conducting  a health  study of crib deaths in African  American
families.



<PAGE>


                 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The following table sets forth information, as of March 31, 2002, concerning the
shares of the  Company's  Common Stock owned by each person known to the Company
to be a beneficial  owner of more than 5% of the Company's Common Stock, by each
of the directors and executive  officers of the Company and the Bank, and by all
directors and executive officers as a group.
<TABLE>
<CAPTION>

                    Name and Address                          Amount and Nature of                     Percent of
                  of Beneficial Owner                         Beneficial Ownership                        Class
---------------------------------------------------------   --------------------------                --------------

Beneficial Owners:

<S>                                                                    <C>                 <C>            <C>
Broadway Federal Bank Employee Stock Ownership Plan                    58,698              (1)            6.45%


Wellington Management Co.
75 State Street
Boston, Massachusetts  02109                                           69,740              (2)            7.66%

Hot Creek Capital L.L.C. (formerly Everest Managers,
L.L.C.)                                                               192,456              (3)           21.14%
32107 Lindero Canyon Road, Suite 207
Westlake Village, California 91361

Golden State Mutual Life Insurance Company
1999 West Adams Boulevard                                              57,894              (4)            6.36%
Los Angeles, California  90018

Sy Jacobs
One 5th Avenue                                                         57,200              (5)            6.28%
New York, New York 10003

Directors and Executive Officers:                                                          (1)
Elbert T. Hudson                                                       10,653            (6)(7)           1.17%
Paul C. Hudson                                                         33,028              (8)            3.63%
Kellogg Chan                                                           12,129              (9)            1.33%
Willis K. Duffy                                                         6,727           (10)(11)          0.74%
Rosa M. Hill                                                           12,647           (12)(13)          1.39%
A. Odell Maddox                                                         7,088              (9)            0.78%
Lyle A. Marshall                                                        5,706         (12)(14) (15)       0.63%
Daniel A. Medina                                                        1,904            (9)(16)          0.21%
Stephen N. Rippe                                                      192,456             (17)           21.14%
Larkin Teasley                                                          8,030             (11)            0.88%
Bob Adkins                                                              4,639           (18)(19)          0.51%
Eric V. Johnson                                                         1,563             (20)            0.24%
Gerald W. Parker                                                        1,047             (21)            0.11%
All directors and executive officers as a group (13
persons)                                                              298,198                            32.75%
----------------------------------------------
</TABLE>


<PAGE>


(1) The  address  for  each of the  directors  and  executive  officers  and the
Broadway Federal Bank Employee Stock Ownership Plan is 4800 Wilshire  Boulevard,
Los Angeles,  California  90010.

(2)  Information  is derived from a Schedule 13G filed with the  Securities  and
Exchange  Commission  by Wellington  Management  Company,  LLP, a  Massachusetts
limited liability  partnership  ("WMC"), on February 14, 2002 and a Schedule 13G
filed by First Financial Fund, Inc., a registered  closed-end investment company
on February 11, 2002. WMC, in its capacity as investment advisor,  may be deemed
the beneficial  owner of shares of Common Stock owned by its clients,  including
64,640  shares owned by First  Financial  Fund,  Inc. as to which WMC has shared
dispositive  voting power and are reported in total beneficial  ownership of WMC
of 69,740.

(3)  Information  derived  from a 13D filed  with the SEC by  Everest  Managers,
L.L.C.  (now known as Hot Creek Capital,  L.L.C.) on July 19, 2001 and a listing
of non-objecting beneficial owners received by Broadway Financial Corporation as
of March 31, 2002. Mr.  Stephen N. Rippe, a member of Hot Creek Capital  L.L.C.,
is a director of Broadway Financial Corporation.

(4)  Information  derived  from a  Schedule  13D filed with the  Securities  and
Exchange  Commission  by Golden State  Mutual Life  Insurance  Company  ("Golden
State"),  a  California  corporation,  on  January  19,  2001 and a  listing  of
non-objecting beneficial owners received by Broadway Financial Corporation as of
March 31, 2002.  Golden State is an insurance  company that reports that it used
its working  capital to purchase the stock for investment  purposes.  Mr. Larkin
Teasley,  Director,  President  and Chief  Executive  Officer and Mr.  Elbert T.
Hudson,  Director of Golden State are also Director and Chairman of the Board of
Broadway Financial Corporation, respectively.

(5) Information derived from Schedule 13G filed with the Securities and Exchange
Commission by Sy Jacobs, JAM Partners,  L.P., a Delaware limited partnership and
JAM Managers L.L.C, a Delaware  limited  liability  company on February 6, 2002.
Mr.  Jacobs and JAM  Managers,  L.L.C.  have shared voting power over all 57,200
shares and JAM Partners, L.P. has shared voting power over 51,000 of the shares.

(6)  Includes  3,161  shares  held  jointly  with  spouse  with whom  voting and
investment power is shared.

(7) Includes 1,396 allocated  shares under the Broadway Federal Savings and Loan
Association Employee Stock Ownership Plan (the "ESOP"); and 5,243 shares subject
to  options  granted  under the Long Term  Incentive  Plan (the  "LTIP"),  which
options are all currently exercisable.

(8) Includes 5,332 allocated shares under the ESOP; and 18,417 shares subject to
options granted under the LTIP, which options are all currently exercisable.

(9) Includes 1,396 shares subject to options granted under the 1996 Stock Option
Plan for Outside Directors (the "Stock Option Plan")

(10)  Willis K. Duffy  resigned  from the Board of  Directors  as of October 17,
2001. Subsequent to that date, Dr. Duffy became a Director Emeritus

(11)  Includes  3,601 shares  subject to options  granted under the Stock Option
Plan.

(12)  Includes  2,580 shares  subject to options  granted under the Stock Option
Plan.

(13)  Includes  9,641  shares  held  jointly  with  spouse  with whom voting and
investment power is shared.

(14)  Includes  2,700  shares  held  jointly  with  spouse  with whom voting and
investment power is shared.

(15) Lyle A. Marshall resigned from the Board of Directors as of April 17, 2002.
Mr. Marshall will become a Director Emeritus effective May 17, 2002.

(16)  Includes  216  shares  held  jointly  with  spouse  with whom  voting  and
investment power is shared.

(17) Mr.  Rippe is a member  of Hot Creek  Capital,  L.L.C.  (formerly  known as
Everest  Managers,  L.L.C.) and the sole general partner of Hot Creek Venture I,
L.P.  (formerly known as Everest Strategic  Partners I, L.P.) and as such may be
deemed to be a beneficial owner of the shares held by Hot Creek Ventures I, L.P.
and Hot Creek  Capital,  L.L.C.  described in Footnote (3) above.  Mr. Rippe was
elected to the Broadway  Financial  Corporation  Board of Directors on September
19, 2001.

(18) Includes 61 shares held jointly with spouse with whom voting and investment
power is shared.

(19) Includes 3,620 allocated shares under the ESOP.

(20)Includes  194 allocated  shares under the ESOP;  and 1,129 shares subject to
options granted under the LTIP, which options are all currently exercisable.

(21)  Includes  847  shares  subject to options  granted  under the LTIP,  which
options are all currently exercisable.


<PAGE>


EXECUTIVE COMPENSATION, BENEFITS AND RELATED MATTERS

The  following  table sets forth the annual and long-term  compensation  for the
Company's  President/Chief  Executive Officer,  the Chief Financial Officer, the
Chief Retail Banking Officer and the Chief Lending Officer, as well as the total
compensation paid to each, during the Company's last three fiscal years:
<TABLE>
<CAPTION>

                           Summary Compensation Table

                                                                         Long-Term Compensation
                                                                  -------------------------------------
                                    Annual Compensation                    Awards             Payouts
                             -----------------------------------  -------------------------  ----------
                                                                  Restricted   Securities
    Name and                                      Other Annual      Stock      Underlying      LTIP        All Other
    Principal                Salary     Bonus     Compensation      Awards      Options/      Payouts     Compensation
    Position        Year       ($)       ($)           ($)           ($)        SARS (#)      ($) (b)         ($)
------------------  ------   --------   -------   --------------  -----------  ------------  ----------  ---------------

<S>                 <C>      <C>        <C>                                     <C>              <C>       <C>
Paul C. Hudson      2001     154,475    21,735          -             -             -            5,007     5,275 (c)
President/CEO                                                                                                 828(d)

                    2000     139,241     6,011          -             -         2,824(a)         5,007     4,357 (c)
                                                                                                               924
                    1999     138,059         -          -             -             -           5,007      (d) 4,142
                                                                                                                 (c)
                                                                                                             924 (d)


Bob Adkins*         2001     131,436    16,388          -             -             -            3,337      2,384(c)
CFO (e)                                                                                                      793 (d)
                    2000     120,800     5,175          -             -         1,412(a)         3,337     3,175 (c)
                                                                                                             924 (d)
                    1999     114,760      -             -             -             -            3,337     3,024 (c)
                                                                                                             924 (d)

Eric V. Johnson     2001     123,263    15,950          -             -             -            2,086     3,996 (c)
CRBO (f)                                                                                                     360 (d)
                    2000     116,250     4,950          -             -         5,648(a)         -         3,448 (c)
                                                                                                             924 (d)
                    1999      64,167         -          -             -             -            -       -
                                                                                                                  (c)


Gerald W. Parker    2001     103,862     9,975          -             -             -            1,738     1,425 (c)
CLO (f)                                                                                                    1,548 (d)
                    2000      73,888         -          -             -         4,236(a)             -     -
                                                                                                                 (c)
                                                                                                             665 (d)
</TABLE>


(a) The stock  options  awarded  during 2000 have a grant date of  November  15,
2000.  Options  exercisable  by the executive  officers named in the table above
totaled 27,816 at December 31, 2001.

(b) The LTIP Payouts  represent base grants awarded  pursuant to the Performance
Equity  Program For Officers and  Employees  (the  "PEP").  Under the PEP,  base
grants vest in equal  installments  over a five-year period  commencing one year
from the date of grant,  which was  September  17, 1997 for  Messrs.  Hudson and
Adkins and  November 15, 2000 for Messrs.  Johnson and Parker.  The LTIP Payouts
are calculated by multiplying the closing market price of the Company's stock on
the grant dates by the number of shares that vested in each of the years  listed
in the table above.  The market prices of the  Company's  stock at the September
17,  1997 and  November  15,  2000 grant  dates were $11.00 and $8.69 per share,
respectively.  At December 31, 2001, the total remaining shares that had not yet
vested for Paul C. Hudson, Bob Adkins, Eric V. Johnson and Gerald W. Parker were
456,  none,  960 and 800,  respectively.  The value of those  shares for Paul C.
Hudson,  Bob Adkins,  Eric Johnson and Gerald W.  Parker,  based upon the market
price of the shares at December  31, 2001  ($12.55 per share) was $5,723,  $-0-,
$12,048 and $10,040, respectively.

(c) Reflects amounts  contributed by the Company to the 401(k) Plan on behalf of
each  individual.  The amounts  contributed by the Company each year  represents
100% of each employee's contribution up to 3% of each individual's salary.

(d)  Reflects  the dollar  value of group term life  insurance  paid by the Bank
during the periods covered.

(e) Includes accrued vacation of $12,186.96 paid at separation in 2001.

(f) Eric V.  Johnson and Gerald W. Parker were hired in May 1999 and April 2000,
respectively.


<PAGE>


The following  table  summarizes  the value of  unexercised  options held by the
named executives at fiscal year-end.
<TABLE>
<CAPTION>

                     Aggregated Option/SAR Exercises In Last
                Fiscal Year And Fiscal Year-End Option/SAR Values


                               Shares                        Number of Securities       Value of Unexercised
                               Acquired      Value                Underlying           In-the-Money Options/
                               on            Realized            Unexercised               SARS at Fiscal
                               Exercise         ($)         Options/SARS at Fiscal            Year-End
           Name                   (#)                            Year-End (#)           ($) Exercisable (E)/
                                                               Exercisable (E)/          Unexercisable (U)
                                                              Unexercisable (U)
---------------------------    ----------    ----------     -----------------------    -----------------------

<S>                                                             <C>                         <C>
Paul C. Hudson                     -             -                6,724 - (U)                 5,643 - (U)
                                                                 18,417 - (E)                 9,849 - (E)

Bob Adkins                         -             -
                                                                  None - (U)                        None -
                                                                  7,423 - (E)          (U)
                                                                                              2,157 - (E)

Eric V. Johnson                    -             -
                                                                  4,519 - (U)                 7,443 - (U)
                                                                  1,129 - (E)                 1,358 - (E)

Gerald W. Parker
                                                                  3,389 - (U)               13,082 - (U)
                                                                    847 - (E)                3,269 - (E)
</TABLE>


                             DIRECTORS COMPENSATION

No remuneration was paid to the directors by the Company in 2001. Currently, the
Chairman of the Board of Broadway  Federal  receives a monthly  retainer  fee of
$2,940.00,  and  all  other  directors  of  Broadway  Federal,  other  than  the
President,  receive a monthly retainer fee of $1,000 each. A fee of $500 is paid
to each director of Broadway  Federal,  other than the Chairman of the Board and
the President,  for special Board meetings.  Committee  meeting fees of $200 per
meeting are also paid to directors of Broadway Federal,  other than the Chairman
of the Board and the  President.  On November  20, 2001 Willis K. Duffy became a
Director  Emeritus and, as such, is receiving a monthly retainer fee of $817. On
April 17, 2002,  Lyle A.  Marshall  retired as a director and on May 17, 2002 he
will become a Director  Emeritus at which time he will begin receiving a monthly
retainer fee of $974.


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company's current loan policy provides that all loans made by the Company or
its   subsidiaries  to  its  directors  and  executive   officers  are  made  on
substantially the same terms, including interest rates and collateral,  as those
prevailing at the time for comparable transactions with other persons and do not
involve more than the normal risk of collectibility or present other unfavorable
features.

On September  30, 1999,  the Bank made a $550,000  loan to Maddox & Stabler LLC.
Mr. A.  Odell  Maddox is a director  of the  Company  and the Bank.  The loan is
secured by a 24-unit multi-family  property located in Los Angeles,  California.
The terms of the 30-year loan include an initial  interest  rate of 8% fixed for
the  first  five  years.  Thereafter  the rate will be 2.50%  over the  one-year
Treasury  Bill rate.  Since  inception,  payments  on the loan have been made as
agreed. As of March 31, 2002, the outstanding balance of the loan was $537, 640.



<PAGE>


On December 29, 2000,  the Bank made a $130,400 loan to Ms. Rosa M. Hill, who is
a director of the Company and the Bank.  The loan is secured by a single  family
residential property located in Los Angeles,  California. The loan earns a fixed
interest rate of 7.5% and is due in five years. Since inception, payments on the
loan were made as agreed. The loan was paid in full during 2001.

On February 25,  2002,  the Bank made a $300,000  loan to Alvin D. Kang,  who is
Executive  Vice  President  and Chief  Financial  Officer  of the Bank and Chief
Financial  Officer  of the  Company.  The loan is  secured  by a  single  family
residential property located in Torrance, California. The loan earns an interest
rate of 5.75%. Since inception, payments have been made as agreed.



                              SEVERANCE AGREEMENTS



<PAGE>


The Company and Broadway Federal have entered into severance agreements with Mr.
Paul C. Hudson and Mr. Eric V. Johnson, having terms of 24 months for Mr. Hudson
and 18 months for Mr. Johnson.  Commencing on the first anniversary date of such
agreements and continuing on each  anniversary  date  thereafter,  the severance
agreements may be extended by the  respective  Board of Directors of the Company
and  Broadway  Federal  for  additional  twelve-month  periods.  Each  severance
agreement provides that at any time following a change in control of the Company
or Broadway Federal,  as applicable,  if the Company or Broadway Federal, as the
case may be, terminates the employee's  employment for any reason other than for
cause, or if the employee terminates his or her employment,  the employee or, in
the event of death, the employee's  beneficiary,  would be entitled to receive a
payment equal to up to two years of the  employee's  then current  annual salary
(twenty-four months for Paul C. Hudson and eighteen months for Eric V. Johnson),
any bonuses and any other compensation paid or to be paid to the employee in any
such year,  the amount of benefits  paid or accrued to the employee  pursuant to
any employee  benefit plan maintained by Broadway  Federal or the Company in any
such year and the  amount of any  contributions  made or to be made on behalf of
the employee to any benefit plan  maintained by Broadway  Federal or the Company
in any such year.  The  Company or  Broadway  Federal  would also  continue  the
employee's  life,  medical,  dental and  disability  coverage for the  remaining
unexpired  term of his agreement to the extent  allowed by the plans or policies
maintained by the Company or Broadway Federal from time to time. Payments to the
employee under Broadway Federal's severance agreements will be guaranteed by the
Company in the event that payments or benefits are not paid by Broadway Federal.
In the event of a change in control of the  Company  and  Broadway  Federal,  as
applicable,  the  total  payments  due  under the  severance  agreements  in the
aggregate,  based on the  compensation  paid to the two officers  covered by the
severance  agreements  for the last fiscal year and  excluding  the value of the
extension of employee's  life,  medical,  dental and  disability  coverage,  are
estimated to be up to approximately $580,000.

                       APPOINTMENT OF INDEPENDENT AUDITORS

The  Board  of  Directors  has  selected  KPMG  LLP  ("KPMG")  as the  Company's
independent  auditors  for the fiscal  year  ending  December  31,  2002.  It is
anticipated that  representatives of KPMG will be present at the Annual Meeting.
KPMG will be given an opportunity to make a statement,  if they desire to do so,
and  will  be  available  to  respond  to  any   appropriate   inquires  of  the
stockholders.  KPMG  performed the  independent  audit for the fiscal year ended
December 31, 2001.

KPMG performs both audit and non-audit  professional  services for and on behalf
of the Company and its  subsidiaries.  The  Audit/CRA/Compliance  Committee  has
considered  whether  the  independent   auditors'  provision  of  any  financial
information  systems design and  implementation  services or any other non-audit
services is compatible with maintaining the independent auditors'  independence.
During  2001,  the  audit  services  included  examination  of the  consolidated
financial statements of the Company,  examination of the financial statements of
the Company's  subsidiaries  and a review of certain filings with the Securities
and Exchange Commission.



<PAGE>


The following table sets forth  information  regarding the aggregate fees billed
for services rendered by KPMG for the fiscal year ended December 31, 2001:

Audit Fees                     $  115,900

All Other Fees                 $   42,000


             THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU
                VOTE TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE
                         COMPANY'S INDEPENDENT AUDITORS.




                          APPROVAL OF AMENDMENT TO THE
                         BROADWAY FINANCIAL CORPORATION
                            LONG TERM INCENTIVE PLAN

Proposal

The Board of  Directors  has  approved,  subject  to  shareholder  approval,  an
amendment to the Broadway  Financial  Corporation  Long Term Incentive Plan (the
"Plan") that would increase the number of shares of common stock available under
the Plan to  175,000  shares.  The other  provisions  of the Plan will  continue
unchanged.

Currently 62,488 shares of common stock have been reserved for issuance pursuant
to awards  granted under the Plan. As of March 31, 2002, the Company had granted
awards  under the Plan  covering  56,004  shares,  leaving a total of only 6,484
shares for future awards.  The Company  believes that its ability to continue to
attract and retain qualified  employees will be impeded if sufficient shares are
not available for future awards under the Plan.

Summary of Plan

The Plan was  originally  adopted by the Board of Directors  and approved by the
stockholders  in 1996 and was amended in 1999. The following is a summary of the
material provisions of the Plan.

Purpose. The purpose of the Plan is to attract and retain qualified personnel in
key positions, to provide officers and key employees with a proprietary interest
in the Company as an incentive to  contribute  to the  Company's  success and to
reward key employees for outstanding performance.

Administration    of   the   Plan.   The   Plan   is    administered    by   the
Compensation/Benefits Committee of the Board of Directors (the "Committee"). The
Committee is required under the Plan to consist of two or more directors who are
"non-employee   directors"   within  the  meaning  of  Securities  and  Exchange
Commission Rule 16b-3. The Committee has the authority to manage and control the
operation of the Plan,  interpret  the  provisions  of the Plan,  make awards to
employees,  modify  the  terms of  outstanding  awards,  and to make  all  other
determinations   that  it  deems   necessary   or   advisable   for  the  Plan's
administration. The Board of Directors may at any time and in any manner, amend,
suspend or terminate the Plan; provided, however, that no such action shall make
a  material  increase  in the  number of  shares  reserved  without  stockholder
approval.  No  amendment  may alter or impair  the  rights of  holders of awards
granted under the Plan without the consent of the holders.

Eligibility to Receive Awards. All of the Company's  employees,  including those
of the  subsidiaries,  are eligible to  participate  in the Plan.  The Committee
determines which officers and employees are granted awards under the Plan.



<PAGE>


Awards under the Long Term  Incentive  Plan. The Plan provides for the grant of:
(1) options to purchase  common  stock  intended to qualify as  incentive  stock
options  ("Incentive  Stock Options") under Section 422 of the Internal  Revenue
Code of 1986,  as  amended  (the  "Code");  (2)  options  that do not so qualify
("Non-qualified Stock Options");  (3) stock appreciation rights ("SARs"),  which
may be freestanding or may be awarded in tandem with options;  (4) limited stock
appreciation  rights  ("LSARs") issued in tandem with options and exercisable no
earlier  than six months after the  applicable  award date;  and (5)  restricted
stock.

Options.  Options  granted  under the Plan  entitle the  recipients  to purchase
specified  numbers of shares of the Company's common stock at a fixed price, may
be made  exercisable  for up to ten  years  from the  date of grant  and are not
transferable,  except  by will or the  laws of  descent  and  distribution.  OTS
regulations  provide  that no  individual  officer or  employee  of the Bank may
receive more than 25% of the options  granted under the Plan. The Committee also
determines (1) whether options awarded will be Incentive or Non-qualified  Stock
Options, (2) the number of shares subject to each option, (3) the exercise price
of each option,  which may not be less than the fair market value (as defined in
the Plan) of a share of common  stock on the date the  option  is  awarded,  (4)
whether such options may be exercised by delivering other shares of common stock
or other non-cash consideration, (5) the option expiration date, which may be no
later than the tenth anniversary of the date the option was awarded and (6) when
such options are to become exercisable.

An  Incentive  Stock Option  granted to an employee  owning more than 10% of the
total combined  voting power of all classes of the Company's stock is subject to
the  restrictions  under  current  provisions of the Code that such options must
have an option  price of at least  110% of the fair  market  value of the shares
issuable upon exercise of the option,  determined as of the date the options are
granted, and a term of not more than five years. All other options granted under
the Plan must have exercise  prices that are not less than the fair market value
of the shares issuable upon exercise of such options,  determined as of the date
the  options are  granted.  Incentive  Stock  Options are subject to the further
restriction under current  provisions of the Code that the aggregate fair market
value,  determined  as of the date of grant,  of stock as to which any Incentive
Stock  Option  first  becomes  exercisable  in any  calendar  year is limited to
$100,000. To the extent options covering more than $100,000 worth of stock first
become  exercisable  in any one  calendar  year,  the excess  will be treated as
Non-qualified Stock Options.

SARs and LSARs.  SARs are awards that entitle the recipient to receive an amount
of common  stock,  or cash if so  determined  by the  Committee,  based upon the
excess of the fair market value of specified  numbers of shares of the Company's
common stock on the date of exercise  over the exercise  price of the SAR.  SARs
may be granted in tandem with, in addition to or independently of stock options.
An SAR awarded in tandem with an option is  exercisable  only to the extent that
the  related  option is  exercisable  and  exercise  of the SAR will  cancel the
related option (similarly,  exercise of the related option will cancel the SAR).
SARs are settled through the issuance of common stock, except that the Committee
may elect to settle SARs wholly or partly in cash.  The Plan provides that LSARs
will be settled in cash and are exercisable no earlier than six months after the
date of the grant.

Restricted  Stock.  Awards of  restricted  stock consist of a grant of shares of
common stock to the participant, subject to such restrictions and limitations as
the Committee determines, which may include a required period of employment with
the  Company.  Restrictions  imposed  on such  grants  of  restricted  stock may
include, among other things,  restrictions on the sale or other transfer of such
stock and a  requirement  that the  recipient  forfeit  the  shares  back to the
Company  upon   termination  of  employment  prior  to  a  specified  date.  All
restrictions  expire,  and such shares vest in the participant,  at such time or
times as the Committee  determines.  Recipients  of restricted  stock are issued
stock  certificates  that are held by the Company or by an  independent  entity.
Recipients,  have  such  stockholder  rights  with  respect  to  the  shares  of
restricted  stock awarded to them as the Committee  determines as of the time of
award, which may include dividend and voting rights.

Exercising  Stock Options;  Termination of Service.  Stock options granted under
the Plan are  exercisable,  to the extent  then  vested,  by delivery of written
notice to the Company.  The exercise  price for all shares to be purchased  upon
exercise of options  granted  under the Plan is payable at time of exercise,  in
cash or in such other form, including outstanding shares of the Company's common
stock held by the option holder, as the Committee determines,  or partly in cash
and partly in such other consideration. Stock options and SARs become vested and
exercisable in the manner specified by the Committee,  subject to applicable OTS
regulations,  which currently require that options begin vesting no earlier than
one year from

the date of stockholder approval of the Plan and thereafter vest at a rate of no
more than 20% per year.  Unless determined  otherwise by the Committee,  options
and SARs granted under the Plan are  exercisable  for ninety days  following the
date on which the employee ceases to perform services for the Company, including
services for the Bank, except that in the event of death or disability,  options
may be  exercisable  for  up to  twelve  months  thereafter.  Unless  determined
otherwise by the  Committee,  in the event of  retirement,  any  unvested  stock
options and SARs terminate and remain unearned.

Adjustments  Upon Changes in  Capitalization.  The Plan provides for appropriate
adjustment,  as  determined by the  Committee,  in the number and kind of shares
subject to the Plan and to the number, kind and per share exercise or base price
of shares subject to outstanding  awards, in the event of any stock split, stock
dividend, combination or reclassification of shares, recapitalization, merger or
other specified transactions or events.

Federal Income Tax Considerations.  The following discussion is based on federal
tax laws and  regulations  as presently in effect,  which are subject to change,
and the discussion does not purport to be a complete  description of the federal
income tax aspects of the Plan. A  participant  may also be subject to state and
local taxes in  connection  with the grant of awards under the Plan.  We suggest
that  participants  consult with their  individual tax advisors to determine the
applicability  of the tax rules to the awards  granted to them in their personal
circumstances.

Stock  Options.  An employee will not recognize  taxable  income upon grant of a
stock  option or SAR and the Company  will not be  entitled  to a  deduction  by
reason thereof.

Non-qualified Stock Options.  Upon exercise of a Non-qualified Stock Option, the
difference  between  the option  price and the fair  market  value of the common
stock on the date of  exercise  will be  recognized  as  ordinary  income by the
employee, and will entitle the Company to a deduction in a corresponding amount.
Gains or losses realized by the participant upon disposition of such shares will
be treated as capital  gains and  losses,  with the basis in such  shares  being
equal to the fair  market  value of the shares at the time of  exercise.  If the
terms of a Non-qualified  Stock Option provide for exercise through the delivery
of previously acquired common stock, the exercise will generally be treated as a
non-taxable,  like-kind  exchange as to the number of shares  received under the
option.  That number of shares will take the same basis and,  for capital  gains
purposes, the same holding period as the shares that are exchanged. The value of
the shares  received upon the exchange that are in excess of the number given up
will  be  includible  as  ordinary  income  to the  participant  at the  time of
exercise.  The excess  shares  will have a new holding  period for capital  gain
purposes and a basis equal to the value of the shares  determined at the time of
exercise.

Incentive  Stock  Options.  Upon the exercise of an Incentive  Stock Option,  an
employee will not recognize  taxable income and the Company will not be entitled
to a  deduction  provided  that the  employee  was  employed  the Company or its
subsidiary without a break in service during the period beginning on the date of
the grant of the option and ending on the date three months prior to the date of
exercise (one year prior to the date of exercise if the employee is disabled, as
that term is defined in the Code).  The excess of the fair  market  value of the
shares at the time of exercise of an  Incentive  Stock  Option over the exercise
price is an adjustment that is included in the calculation of the  participant's
alternative minimum taxable income for the tax year in which the Incentive Stock
Option is exercised.  For purposes of determining the participant's  alternative
minimum  tax  liability  for the  year of  disposition  of the  shares  acquired
pursuant to the Incentive Stock Option  exercise,  the  participant  will have a
basis in those  shares  equal to the fair market value of the shares at the time
of exercise.

If common stock purchased  pursuant to the exercise of an Incentive Stock Option
is not sold or otherwise  disposed of within two years from the date of grant or
within one year after the transfer of such common stock to the participant, then
upon  disposition of such shares,  any amount realized in excess of the exercise
price will be taxed to the participant as capital gain, and the Company will not
be entitled to any  deduction for federal  income tax  purposes.  A capital loss
will be  recognized  to the  extent  that the amount  realized  is less than the
exercise price. If the foregoing  holding period  requirements  are not met, the
participant  will generally  realize  ordinary  income,  and the Company will be
allowed a corresponding deduction, at the time of the disposition of the shares,
in an amount equal to the lesser of (1) the excess of



<PAGE>


the fair market  value of the shares on the date of exercise  over the  exercise
price, or (2) the excess, if any, of the amount realized upon disposition of the
shares over the exercise price. If the amount realized  exceeds the value of the
shares on the date of exercise,  any additional  amount will be capital gain. If
the amount  realized  is less than the  exercise  price,  the  participant  will
recognize no income,  and a capital loss will be recognized  equal to the excess
of the  exercise  price over the amount  realized  upon the  disposition  of the
shares.

The exercise of an Incentive  Stock  Option  through the exchange of  previously
acquired  stock will generally be treated in the same manner as such an exchange
would be treated in connection with the exercise of a Nonqualified Stock Option,
except that the holding period will not be credited for purposes of the one-year
holding  period  required for the new shares to receive  Incentive  Stock Option
treatment.  Shares received in excess of the number of shares given up will have
a new  holding  period and will have a basis of zero or, if any cash was paid as
part of the exercise  price,  the excess shares received will have a basis equal
to the amount of the cash paid.  If the  exercise  price of an  Incentive  Stock
Option  is paid with  common  stock  acquired  through  a prior  exercise  of an
Incentive  Stock Option,  gain will be realized on the shares given up (and will
be taxed as ordinary  income) if those shares have not been held for the minimum
Incentive  Stock Option holding period (two years from the date of grant and one
year  from the date of  transfer),  but the  exchange  will not  affect  the tax
treatment, as described above, of the shares received.

SARs and LSARs.  Generally,  participants will recognize  ordinary income in the
amount of the fair market value of shares or any cash received upon the exercise
of an SAR or LSAR and the Company  will be  entitled to a deduction  for federal
income tax purposes  equal to the amount paid.  Gains or losses  realized by the
participant upon disposition of such shares will be treated as capital gains and
losses,  with the basis in such shares  being equal to the fair market  value of
the shares at the time of exercise.

Restricted  Stock. A participant  who has been granted a restricted  stock award
will not realize  taxable income at the time of grant,  and the Company will not
be  entitled  to a  deduction  at that  time,  assuming  that  the  restrictions
constitute a "substantial  risk of forfeiture"  for federal income tax purposes.
Upon the vesting of shares subject to an award, the holder will realize ordinary
income in an amount  equal to the excess of the fair market  value of the common
stock on such date over the purchase price paid by the participant,  if any, and
the  Company  will be  entitled to a  corresponding  deduction.  Gains or losses
realized by the  participant  upon  disposition of the shares will be treated as
capital gains and losses,  with the basis in such shares being equal to the fair
market value of the shares at the time of vesting.  Dividends paid to the holder
during  the  restriction  period  will  also  be  compensation   income  to  the
participant and deductible as such by the Company.

A participant  receiving an award of restricted stock may make an election under
Section 83(b) of the Code to have the income measured and recognized at the date
the award is granted.  Generally,  if a Section 83(b) election is properly filed
in a timely manner:  (1) the Company will be entitled to a deduction at the time
of grant and in an amount  equal to the fair  market  value of the shares at the
time of grant,  (2) dividends paid to such holder during the restriction  period
will be taxable as  dividends  to such holder and not  deductible  by us and (3)
there will be no further tax consequences when the restrictions  lapse. Gains or
losses  realized  by the  participant  upon  disposition  of such shares will be
treated as capital  gains and losses,  with the basis in such shares being equal
to the fair market value of the shares at the time of grant.

Withholding  of Taxes.  Pursuant to the Plan,  the Company may deduct,  from any
payment or award of shares under the Plan, the amount of any tax required by law
to be withheld  with respect to such  payment,  or may require the holder of the
award to pay such  amount to us prior to, and as a  condition  of,  making  such
payment or award. To the extent provided by the Committee,  the holder may elect
to have any  distribution  otherwise  required  to be made  under the Plan to be
withheld  or to  surrender  to us shares of common  stock  already  owned by the
holder to fulfill any tax withholding obligation.

The use of shares of our common  stock to satisfy  any  withholding  requirement
will be treated,  for federal income tax purposes,  as a sale of such shares for
an  amount  equal to the fair  market  value of the  shares on the date when the
amount of taxes to be withheld is determined.  If previously-owned shares of the
Company's common stock are delivered to satisfy a withholding  requirement,  the
disposition  of such shares would result in the  recognition of gain or loss for
tax  purposes,  depending on whether the basis in the  delivered  shares is less
than or  greater  than  the  fair  market  value  of the  shares  at the time of
disposition.

Expiration of the Long-Term Incentive Plan. The Plan will remain in effect until
all awards made under it have either been satisfied by the issuance of shares of
common stock or the payment of cash or been  terminated in  accordance  with the
terms of the Plan or the award and until all  restrictions  imposed on shares of
common stock  issued under the Plan have lapsed.  No award may be made under the
Plan,  however,  after the tenth  anniversary of the date the Plan is adopted by
the Board of Directors.

Change in Control.  The Plan  provides that the vesting of awards under the Plan
will be  accelerated  in the event we  experience  a Change in  Control  if such
acceleration  is  permitted  under  applicable  OTS  regulations.  A "Change  in
Control"  is  defined in the Plan  generally  to occur when a person or group of
persons acting in concert  acquires  beneficial  ownership of, or makes a tender
offer  for,  20% or  more of a  class  of the  Company's  or the  Bank's  equity
securities  or in the event of a merger or other form of  business  combination,
sale of all or  substantially  all of the Company's or the Bank's assets, a plan
of liquidation  for the Company or the Bank is adopted or a solicitation  of our
stockholders  seeking  approval of any of the  foregoing is made by anyone other
than our Board of Directors  or a majority of the Board of  Directors  ceases to
consist of persons who were  directors  as of the  adoption  date of the Plan or
persons who were nominated by such directors,  or in certain other circumstances
constituting a Change in Control as defined for specified regulatory purposes.

               THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
               YOU VOTE "FOR" THE PROPOSAL TO AMEND OUR LONG TERM
                                 INCENTIVE PLAN.



                         COMPENSATION/BENEFITS COMMITTEE
                        REPORT ON EXECUTIVE COMPENSATION

The   Company's   Compensation/Benefits   Committee  is  composed   entirely  of
independent  members of the Company's Board of Directors.  The Committee reviews
and approves each of the elements of the executive  compensation  program of the
Company   (including  its  subsidiaries)  and  assesses  the  effectiveness  and
competitiveness of the program. In addition,  the Committee  administers the key
provisions of the executive  compensation  program and reviews with the Board of
Directors all major aspects of  compensation  for the Company's  chief executive
officer.  The Committee's review of the executive  compensation program includes
analyzing  compensation programs, pay levels, and business results compared to a
peer group of competitor financial institutions of comparable asset size.

Compensation Philosophy

The   goals  of  the   executive   compensation   program   are  to   support  a
performance-oriented  environment,  to reinforce the Company's  performance  and
business  plans,  and to enable the Company to attract and retain the  executive
talent it needs to maximize its return to stockholders.

The philosophy of the Company is to provide  compensation  programs  designed to
reward  achievement of the Company's  annual and long-term  strategic  goals, to
provide  compensation  opportunities that are competitive with the peer group of
competitor  financial  institutions,  and to offer  appropriate  stock ownership
opportunities.

Elements of the Executive Compensation Program

Base  Salaries.  The  objectives  of the base  salary  program are to offer base
salaries  within a salary  grade  which  establishes  the value of the  position
relative  to other  positions  in the  organization  and to provide  base salary
increases that reward all officers for the ongoing  performance of the duties of
their  positions and that are consistent  with the Company's  overall  financial
performance.  The base salary compensation for executive officers is established
after considering  objective criteria,  which include the review, and evaluation
of surveys of  compensation  paid to the executives of similarly sized financial
institutions.



<PAGE>




Incentive  Compensation  Plan. The Incentive  Compensation  Plan (the "Plan") is
intended  to  provide  all  employees   with  the   opportunity   for  incentive
compensation based upon corporate profitability and individual performance.  The
Plan has been designed so that 50% of the incentive award results from corporate
returns  and  50%  derives  from  individual  performance.  For  the  Plan to be
activated,  current  profits must be sufficient to cover any payments  under the
Plan. The Plan establishes  various levels of profitability  goals. The level of
profitability  attained determines the incentive awards to be paid. The Plan has
been integrated with the Bank's strategic plan.  Thus, the target  profitability
is consistent  with  management's  profitability  goal for the year.  Half of an
employee's  total incentive  compensation is based on the Bank's  profitability.
The balance derives from one of two factors,  depending upon job title and grade
level.  Management  positions are evaluated based upon achievement of department
goals and  objectives,  while  non-exempt  employees  are  rewarded  based  upon
quarterly and semi-annual performance reviews by their supervisor.

CEO  Compensation.  Paul Hudson's base salary is intended to be competitive with
base salaries paid other chief  executive  officers of  institutions  of similar
size and scope of  operations.  His base  salary  is  reviewed  annually  by the
Compensation/Benefits   Committee.   In  addition,   the  Committee  establishes
criteria,  based on  performance  targets,  for the CEO  incentive  compensation
award.  Incentive awards and increases in base salary must be recommended by the
Committee and approved by the Board.

This  report  of  the  Compensation/Benefits   Committee  shall  not  be  deemed
incorporated by reference by any general  statement  incorporating  by reference
this Proxy  Statement  into filings under the Securities Act of 1933, as amended
or the  Securities  Exchange Act of 1934, as amended,  except to the extent that
the Company  specifically  incorporates  this information by reference and shall
not otherwise be deemed filed under such Acts.

                                               Ms. Rosa M. Hill
                                               Mr. Daniel A. Medina


                             Audit Committee Report

The Audit Committee oversees the Company's financial reporting process on behalf
of the Board of Directors.  Management  has the primary  responsibility  for the
financial  statements  and the  reporting  process,  including  the  systems  of
internal controls. In fulfilling its oversight  responsibilities,  the Committee
reviewed the audited  financial  statements in the Annual Report with management
including  a  discussion  of the  quality,  not just the  acceptability,  of the
accounting  principles,  the reasonableness of significant  judgements,  and the
clarity of disclosures in the financial statements.

The Committee  reviewed with the independent  auditors,  who are responsible for
expressing an opinion on the conformity of the audited financial statements with
accounting principles generally accepted in the United States of America,  their
judgements  as to the  quality,  not just the  acceptability,  of the  Company's
accounting  principles  and such other  matters as are  required to be discussed
with the Committee  under auditing  standards  generally  accepted in the United
States of America,  including  SAS 61. In addition,  the Committee has discussed
with the independent auditors the auditors' independence from management and the
Company,   including  the  matters  in  the  written  disclosures   required  by
Independence Standards Board Standard No. 1, and considered the compatibility of
non-audit services provided by the auditor with the auditors' independence.

The Committee discussed with the Company's internal and independent auditors the
overall scope and plans for their  respective  audits.  The Committee meets with
the internal and independent  auditors,  with and without management present, to
discuss the results of their  examinations,  their  evaluations of the Company's
internal controls, and the overall quality of the Company's financial reporting.

In  reliance on the reviews and  discussions  referred to above,  the  Committee
recommended to the Board of Directors that the audited  financial  statements be
included  in the Annual  Report on Form 10-KSB for the year ended  December  31,
2001, for filing with the Securities and Exchange Commission.  The Committee has
also  recommended  to the  Board  the  selection  of the  Company's  independent
auditors.

This report of the  Audit/Compliance  Committee shall not be deemed incorporated
by  reference by any general  statement  incorporating  by reference  this Proxy
Statement  into filings under the  Securities  Act of 1933,  as amended,  or the
Securities  Exchange  Act of 1934,  as  amended,  except to the extent  that the
Company  specifically  incorporates  this information by reference and shall not
otherwise be deemed filed under such Acts.

                                                Mr. Stephen N. Rippe
                                                Mr. Kellogg Chan


             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
executive officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports (Forms 3, 4
and 5) of stock  ownership  and changes in  ownership  with the  Securities  and
Exchange Commission.  Officers, directors and beneficial owners of more than ten
percent  of  the  Company's  stock  are  required  by  Securities  and  Exchange
Commission regulations to furnish the Company with copies of all such forms that
they file.

To our  knowledge,  based solely on the  Company's  review of the copies of such
reports  furnished to us and written  representations  that no such reports were
required  during the fiscal year ended  December 31, 2001,  Ms. Hill and Messrs.
Chan, Duffy, Maddox,  Marshall,  Medina,  Teasley, E. Hudson, P. Hudson, Adkins,
Johnson  and  Parker  each  filed a Form 5 covering  one  previously  unreported
transaction.  Mr. Kang filed a late Form 3 reporting  that he did not own any of
the Company's securities upon becoming an executive officer.


                    DATE FOR RECEIPT OF STOCKHOLDER PROPOSALS
                     FOR PRESENTATION AT THE ANNUAL MEETING

Any  stockholder  of the  Company  wishing  to have a  proposal  considered  for
inclusion in the Company's 2003 proxy solicitation materials must set forth such
proposal in writing and file it with the  Secretary  of the Company on or before
May 19, 2002. The Board of Directors will review any stockholder proposals which
are filed as required and will determine  whether such proposals meet applicable
criteria for inclusion in its proxy solicitation materials and for consideration
at the Annual  Meeting.  Any stockholder may make any other proposal at the year
2003 Annual  Meeting and the same may be discussed  and  considered,  but unless
stated in writing and filed with the  Secretary  of the Company on or before May
19,  2002,  such  proposal  may only be voted upon at a meeting held at least 30
days after the Annual Meeting at which it is presented.

Under the Company's  Bylaws,  stockholder  nominations for election of directors
may only be made  pursuant to timely  notice in writing to the  Secretary of the
Company  not less  than 60 days nor more than 90 days  prior to the  anniversary
date of the previous year's Annual Meeting (between March 20, 2002 and April 20,
2002) to be  considered  at the Annual  Meeting in year 2003.  Such  notice must
state the nominee's  name,  age and  addresses  (business  and  residence),  the
nominee's principal occupation or employment, and the class and number of shares
of Common Stock beneficially owned by the nominee on the date of the notice. The
required notice must also disclose certain information  relating to the nominee,
which would be  required to be  disclosed  in a proxy  statement  and in certain
other filings under federal securities laws.



<PAGE>


                          ANNUAL REPORT AND FORM 10-KSB

The 2001 Annual Report to  Stockholders  containing the  consolidated  financial
statements of the Company for the year ended December 31, 2001  accompanies this
proxy statement.

Stockholders  may obtain,  without charge, a copy of the Company's Annual Report
on Form  10-KSB for the fiscal  year ended  December  31, 2001 as filed with the
Securities and Exchange Commission, without accompanying exhibits, by writing to
Beverly  A.  Dyck,   Investor  Relations   Representative,   Broadway  Financial
Corporation,  4800 Wilshire Boulevard, Los Angeles,  California 90010. A list of
exhibits is included in the Form 10-KSB,  and exhibits  are  available  from the
Company upon payment to the Company of the cost of furnishing them.

Please  mark,  sign,  date,  and  return  the  accompanying  proxy  card  in the
enclosed-postage-paid envelope at your earliest convenience,  whether or not you
currently plan to attend the Annual Meeting.


BY ORDER OF THE BOARD OF DIRECTORS



Beverly A. Dyck
Secretary



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