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|**Delaware**             | **36-4101473**                         
|------------------------ | ---------------------------------------
|(State of incorporation) | (I.R.S. Employer Identification Number)

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|Yes    X | No  (First Filing Pursuant to Rule 15d-13(a))
|-------- | ---------------------------------------------

|Class:                        | SHARES OUTSTANDING at May 10, 2001
|----------------------------- | ----------------------------------
|Common Stock,  $.01 par value | 1,255,067                         

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|ITEM 1 | - FINANCIAL STATEMENTS                                                                                       | Page
|------ | ------------------------------------------------------------------------------------------------------------ | ----
|       | Condensed Consolidated Statements of Financial Condition at March 31,
2001 and December 31, 2000             | 3   
|       | Condensed Consolidated Statements of Income for the three  months
ended March 31, 2001 and 2000              | 4   
|       | Condensed Consolidated Statements of Stockholders' Equity for the three
months ended March 31, 2001 and 2000 | 5   
|       | Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 2001 and 2000           | 6   
|       | Notes to the Condensed Consolidated Financial Statements as of March
31, 2001                                | 8   
|ITEM 2 | - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
   CONDITION AND RESULTS OF OPERATIONS                   | 10  
|       |                                                                                                              |     
|       | Part II - Other Information                                                                                  |     
|       |                                                                                                              |     
|       | Item 6. Exhibits and Reports on Form 8-K                                                                     | 15  

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|ASSETS                                                                                                                       | March 31,

2001 | December 31,

2000
|---------------------------------------------------------------------------------------------------------------------------- | --------------- | ------------------
|Cash on hand and in banks                                                                                                    | $360            | $333              
|Interest-bearing deposit accounts in other  financial institutions                                                           | 2,294           | 1,008             
|Total cash and cash equivalents                                                                                              | 2,654           | 1,341             
|Interest-bearing term deposits in other financial  institutions                                                              | 154             | 153               
|Equity securities available for sale                                                                                         | 9,419           | 1,012             
|Securities available for sale                                                                                                | 25,629          | 35,076            
|Mortgage-backed securities available-for-sale                                                                                | 4,438           | 4,607             
|Loans receivable, net                                                                                                        | 66,020          | 67,862            
|Federal Home Loan Bank stock                                                                                                 | 2,075           | 2,034             
|Premises and equipment, net                                                                                                  | 478             | 494               
|Accrued interest receivable                                                                                                  | 911             | 1,058             
|Other assets                                                                                                                 | 204             | 451               
|Total assets                                                                                                                 | $111,982        | $114,088          
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                         |                 |                   
|Liabilities                                                                                                                  |                 |                   
|Deposits                                                                                                                     | $58,271         | $60,594           
|Advances from borrowers for taxes and insurance                                                                              | 361             | 648               
|Advances from the Federal Home Loan Bank             and other
borrowings                                                    | 36,335          | 36,147            
|Accrued interest payable and other liabilities                                                                               | 794             | 673               
|Total liabilities                                                                                                            | 95,761          | 98,062            
|Stockholders' Equity
      Common stock $0.01 par value per share,
            2,500,000 shares
authorized; 2,182,125 issued | 22              | 22                
|Retained earnings, substantially restricted                                                                                  | 7,365           | 7,315             
|Unearned ESOP shares                                                                                                         | (860)           | (884)             
|Unearned stock awards                                                                                                        | (539)           | (583)             
|Treasury stock, at cost, 881,514 and  855,914 shares, respectively                                                           | (11,252)        | (10,948)          
|Accumulated other comprehensive loss                                                                                         | (188)           | (551)             
|Total stockholders' equity                                                                                                   | 16,221          | 16,026            
|Total liabilities and stockholders' equity                                                                                   | $111,982        | $114,088          

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|                                                    | Three months ended
March 31,
|--------------------------------------------------- | ----------------------------
|                                                    | 2001                        
|Interest income                                     |                             
|Loans                                               | $1,355                      
|Securities                                          | 496                         
|Mortgage-backed securities                          | 78                          
|Dividend income on equity investments               | 19                          
|Other interest earning assets                       | 72                          
|Total interest income                               | 2,020                       
|Interest expense                                    |                             
|Deposits                                            | 723                         
|Federal Home Loan Bank advances                     | 545                         
|Total interest expense                              | 1,268                       
|Net interest income                                 | 752                         
|Provision for loan losses                           | 0                           
|Net interest income after provision for loan losses | 752                         
|Noninterest income                                  |                             
|Net gain (loss) on sale of securities               | 27                          
|Other operating income                              | 23                          
|Total noninterest income                            | 50                          
|Noninterest expense                                 |                             
|Compensation and benefits                           | 255                         
|Occupancy and equipment expense                     | 41                          
|Data processing services                            | 29                          
|Federal deposit insurance premiums                  | 3                           
|Professional fees                                   | 51                          
|Other operating expenses                            | 56                          
|Total noninterest expense                           | 435                         
|Income before income tax expense                    | 367                         
|Income tax expense                                  | 122                         
|Net income                                          | $245                        
|                                                    |                             
|Basic earnings per share                            | $0.21                       
|Diluted earnings per share                          | $0.20                       

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|Three Months Ended March 31                                                         | 2001      | 2000
|----------------------------------------------------------------------------------- | --------- | ----
|**Common Stock**                                                                    |           |     
|Balance at beginning of year                                                        | $22       |     
|**Balance at March 31**                                                             | $22       |     
|**Additional Paid-In Capital**                                                      |           |     
|Balance at beginning of year                                                        | $21,655   |     
|Change in additional paid in capital                                                | 18        |     
|**Balance at March 31**                                                             | $21,673   |     
|**Retained Earnings, Substantially Restricted**                                     |           |     
|Balance at beginning of year                                                        | $7,315    |     
|Net income for the period                                                           | 245       | $245
|Dividends declared                                                                  | (195)     |     
|**Balance at March 31**                                                             | $7,365    |     
|**Unearned ESOP Shares**                                                            |           |     
|Balance at beginning of year                                                        | $(884)    |     
|Change in unearned ESOP shares                                                      | 24        |     
|**Balance at March 31**                                                             | $(860)    |     
|**Unearned Stock Awards**                                                           |           |     
|Balance at beginning of year                                                        | $(583)    |     
|Stock awards earned                                                                 | 44        |     
|**Balance at March 31**                                                             | $(539)    |     
|**Treasury Stock**                                                                  |           |     
|Balance at beginning of year                                                        | $(10,948) |     
|Change in treasury stock                                                            | (304)     |     
|**Balance at March 31**                                                             | $(11,252) |     
|**Accumulated Other Comprehensive Income**                                          |           |     
|Balance at beginning of year                                                        | $(551)    |     
|Change in unrealized gain (loss) on securities
      available-for-sale, net of tax |           |     
|                                                                                    | 363       | 363 
|**Balance at March 31**                                                             | $(188)    |     
|**Total Stockholders' Equity**                                                      | $16,221   |     
|                                                                                    |           |     
|**Comprehensive Income**                                                            |           | $608

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|                                                                                        | Three months ended


March 31,
|--------------------------------------------------------------------------------------- | ------------------------------
|                                                                                        | 2001                          
|Cash flows from operating activities                                                    |                               
|Net income                                                                              | $245                          
|Adjustments to reconcile net income to net cash from operating activities               |                               
|Provision for loan losses                                                               | -                             
|Depreciation                                                                            | 16                            
|Amortization of premiums and discounts oninvestment and mortgage-backed securities, net | (22)                          
|Net (gain) loss on sales of  securities available-for-sale                              | (27)                          
|RRP Expense                                                                             | 44                            
|ESOP Expense                                                                            | 42                            
|Dividends on Federal Home Loan Bank stock                                               | (41)                          
|Change in                                                                               |                               
|Deferred loan origination fees                                                          | (10)                          
|Accrued interest receivable and other assets                                            | 165                           
|Other liabilities                                                                       | 121                           
|Net cash from operating activities                                                      | 533                           
|Cash flows from investing activities                                                    |                               
|Proceeds from repayment of securities available-for-sale                                | 194                           
|Proceeds from sale of securities available-for-sale                                     | 8,900                         
|Calls and maturities of securities available-for-sale                                   | 10,055                        
|Purchase of securities available-for-sale                                               | (17,300)                      
|Net change in loans                                                                     | 1,852                         
|Capital expenditures, net                                                               | -                             
|Net cash from investing activities                                                      | 3,701                         
|Cash flows from financing activities                                                    |                               
|Net change in deposits                                                                  | (2,323)                       
|Dividends paid                                                                          | (195)                         
|Proceeds from Federal Home Loan Bank advances and other borrowings                      | 285                           
|Repayment of Federal Home Loan Bank advances and other borrowings                       | (97)                          
|Purchase of treasury stock                                                              | (304)                         
|Net decrease in advance payments by borrowers for insurance and taxes                   | (287)                         
|Net cash from financing activities                                                      | (2,921)                       

*Continued*

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|Change in cash and cash equivalents                        | 1,313  | 2,409 
|---------------------------------------------------------- | ------ | ------
|Cash and cash equivalents at beginning of period           | 1,341  | 3,305 
|Cash and cash equivalents at end of period                 | $2,654 | $5,714
|Supplemental disclosure of cash flow information           |        |       
|Cash paid during the period for                            |        |       
|Interest                                                   | $1,310 | $1,264
|Income taxes                                               | 130    | -     
|                                                           |        |       
|Supplemental schedule of non cash financing activity       |        |       
|Amount due to shareholders for purchase of tendered shares | -      | 4,523 

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|                                                      | Three Months Ended
March 31,
|----------------------------------------------------- | ----------------------------
|                                                      | 2001                        
|**Basic Earnings Per Share**                          |                             
|Net income                                            | $245,437                    
|Weighted average common shares outstanding            | 1,198,173                   
|**Basic Earnings Per Share**                          | $0.21                       
|                                                      |                             
|**Earnings Per Share Assuming Dilution**              |                             
|Net income                                            | $245,437                    
|Weighted average common shares outstanding            | 1,198,173                   
|Add dilutive effect of assumed exercises              |                             
|Incentive stock options                               | 2,988                       
|Stock awards                                          | -                           
|Weighted average common and dilutive potential common | 1,201,161                   
|**Diluted Earnings Per Share**                        | $0.20                       

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|Change in
Interest

Rates

(Basis Points) | Estimated

NPV

Amount | Ratio of NPV

to

Total Assets | Estimated Increase

(Decrease) in NPV
|----------------------------------------- | ---------------------- | ------------------------------ | -------------------------------------
|                                          |                        |                                | Amount                               
|(dollars in thousands)                   
|+300                                      | $7,992                 | 7.6%                           | ($8,917)                             
|+200                                      | 11,117                 | 10.2                           | (5,792)                              
|+100                                      | 14,222                 | 12.7                           | (2,687)                              
|---                                       | 16,909                 | 14.6                           | ---                                  
|-100                                      | 18,492                 | 15.7                           | 1,583                                
|-200                                      | 20,093                 | 16.7                           | 3,185                                
|-300                                      | 22,148                 | 18.0                           | 5,239                                

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|Item 1. | Legal Proceedings

None                                                                                                                                     
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 2. | Changes in Securities

None                                                                                                                                 
|Item 3. | Defaults Upon Senior Securities

None                                                                                                                       
|Item 4. | Submission of Matters to a Vote of Security Holders

None                                                                                                   
|Item 5. | Other information 

None                                                                                                                                    
|Item 6. | Exhibits and Reports on Form 8-K                                                                                                                            
|        | a.	None                                                                                                                                                     
|        | b.	(1)	A current report on Form 8-K was filed on February 12, 2001 to
announce the

      retention of investment banker for shareholder enhancement
advice.

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|                   | PS FINANCIAL, INC.(Registrant)              
|------------------ | --------------------------------------------
|                   |                                             
|                   |                                             
|Date: May 15, 2001 | By: /s/Kimberly Rooney                      
|                   | Kimberly Rooney                             
|                   | Chief Executive Officer                     
|                   | (Principal Executive Officer)               
|                   |                                             
|Date: May 15, 2001 | By: /s/Jeffrey Przybyl                      
|                   | Jeffrey Przybyl                             
|                   | Chief Financial Officer                     
|                   | (Principal Financial and Accounting Officer)

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