SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB
(Mark One)
[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

     For the quarterly period ended September 30, 1999
                                    ------------------

                                       OR

|_|  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

     For the transition period from            to           .
                                    ----------    ----------

                           Commission File No. 0-25149


                            Ridgewood Financial, Inc.
--------------------------------------------------------------------------------
        (Exact name of Small Business Issuer as Specified in Its Charter)


         New Jersey                                               22-3616280
--------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation                 (I.R.S. Employer
 or Organization)                                            Identification No.)


               55 North Broad Street, Ridgewood, New Jersey 07450
               --------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (201) 445-7887
--------------------------------------------------------------------------------
                 Issuer's Telephone Number, Including Area Code

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                       YES      X               NO
                              -----                 -----

      Number of shares of Common Stock outstanding as of         :
                                                         -------   --------

Transitional Small Business Disclosure Format (check one)

                       YES                      NO    X
                              -----                 -----

<PAGE>



                            RIDGEWOOD FINANCIAL, INC.

                                    Contents
                                    --------
<TABLE>
<CAPTION>

                                                                                                           Page(s)
                                                                                                           -------
<S>     <C>                                                                                                  <C>
PART I - FINANCIAL INFORMATION

         Item 1.   Consolidated Financial Statements...........................................................1

         Item 2.   Management's Discussion and Analysis of Financial Condition
                   and Results of Operation................................................................... 7

PART II - OTHER INFORMATION

         Item 1.   Legal Proceedings..........................................................................18

         Item 2.   Changes in Securities and Use of Proceeds..................................................18

         Item 3.   Defaults upon Senior Securities............................................................18

         Item 4.   Submission of Matters to a Vote of Security Holders........................................18

         Item 5.   Other Information..........................................................................18

         Item 6.   Exhibits and Reports on Form 8-K...........................................................18

         Signatures...........................................................................................19

</TABLE>


<PAGE>

                         Ridgewood Financial Inc.
                 Consolidated Statements of Financial Condition
                               September 30, 1999
                        (In Thousands, Except Share Data)

<TABLE>
<CAPTION>
                                                                       September 30,              December 31,
                                                                           1999                      1998
                                                                      --------------             --------------
Assets:                                                                (unaudited)
<S>                                                                <C>                        <C>
Cash and due from banks                                             $         12,157           $          2,274
Federal funds sold                                                             4,900                     41,200
                                                                      --------------             --------------
Cash and cash equivalents                                                     17,057                     43,474
Investment securities:
  Held to Maturity (fair value of $986 and $1,374
    at September 30, 1999 and December 31, 1998, respectively)                   991                      1,354
  Available for Sale                                                          41,096                     16,921
Mortgage-backed securities:
  Held to Maturity (fair value of $17,744 and $11,409
    at September 30, 1999 and December 31, 1998, respectively)                17,954                     11,277
  Available for Sale                                                          30,304                     88,390
Loans receivable, net                                                        148,931                    107,021
Accrued interest receivable                                                    1,690                      1,387
Premises and equipment, net                                                    6,338                      2,218
Federal Home Loan Bank ("FHLB") stock, at cost                                 2,622                      1,949
Other assets                                                                   1,317                        742
                                                                      ==============            ===============
     Total assets                                                   $        268,300           $        274,733
                                                                      ==============            ===============
Liabilities And Stockholders' Equity
Deposits                                                                     193,619                    205,529
Borrowed funds                                                                48,707                     32,557
Initial public offering subscriptions payable                                      -                     17,809
Advances from borrowers for taxes and insurance                                1,012                        926
Accounts payable and other liabilities                                           320                        490
                                                                      --------------            ---------------
    Total liabilities                                                        243,658                    257,311

Stockholders' Equity
Preferred stock, authorized 5,000,000 shares,
  None issued and outstanding                                                      -                          -
Common stock, $0.10 Par Value,
  Authorized  Shares  10,000,000,
  Issued 3,180,000 in 1999 and none in 1998,
  Outstanding Shares 3,180,000 in 1999
    and none in 1998                                                             318                          -
Additional paid-in capital                                                     9,428                          -
Retained earnings                                                             17,470                     17,693
Unallocated common stock owned by
  employee stock ownership plan                                                 (915)                         -
Accumulated other comprehensive loss                                          (1,659)                      (271)
                                                                      --------------            ---------------
Total stockholders' equity                                                    24,642                     17,422
                                                                      --------------            ---------------
     Total Liabilities and Stockholders' Equity                     $        268,300           $        274,733
                                                                      ==============            ===============

</TABLE>

See accompanying notes to consolidated financial statements.

                                       1
<PAGE>

                            Ridgewood Financial, Inc.
                   Consolidated Statements of Income (Expense)
                        (In Thousands, Except Share Data)

<TABLE>
<CAPTION>
                                                                     Three Months Ended                     Year to Date
                                                                        September 30,                       September 30,
                                                              -------------------------------      ------------------------------
                                                                     1999            1998                1999            1998
                                                              ----------------  -------------      ---------------  -------------
                                                                         (unaudited)                         (unaudited)
<S>                                                             <C>             <C>               <C>              <C>
Interest Income:
    Loans receivable                                             $       2,633   $      2,104      $         7,023  $       6,254
    Investment securities                                                   38            448                   65            632
    Mortgage-backed securities                                             224            199                  567            680
    Investment and mortgage-backed securities available for sale           963          1,114                3,735          3,814
    Other                                                                  463            287                  971            799
                                                                 -------------   ------------       --------------   ------------
       Total interest income                                             4,321          4,152               12,361         12,179
                                                                 -------------   ------------       --------------   ------------
Interest Expense:
    Deposits                                                             2,166          2,445                6,634          7,237
    Borrowed funds                                                         725            361                1,758            881
                                                                 -------------   ------------       --------------   ------------
       Total interest expense                                            2,891          2,806                8,392          8,118
                                                                 -------------   ------------       --------------   ------------
       Net interest income                                               1,430          1,346                3,969          4,061
Provision for loan losses                                                   15             36                   87            168
                                                                 -------------   ------------       --------------   ------------
       Net interest income after provision for loan losses               1,415          1,310                3,882          3,893
                                                                 -------------   ------------       --------------   ------------
Noninterest income:
    Fees and service charges                                                40             38                  115            105
    Gain (loss) on sale of securities                                        1              -               (1,069)            24
    Gain on sale of loans                                                    -              -                    -             21
    Other                                                                    -              1                    6              7
                                                                 -------------   ------------       --------------   ------------
       Total noninterest income                                             41             39                 (948)           157
                                                                 -------------   ------------       --------------   ------------
Noninterest expenses:
    Salaries and benefits                                                  590            563                1,765          1,599
    Occupancy and equipment                                                309            359                  919            914
    Advertising and promotion                                               34             36                   79            112
    SAIF deposit insurance premium                                          28             30                   91             89
    Other expenses                                                         146            121                  489            364
                                                                 -------------   ------------       --------------   ------------
       Total noninterest expense                                         1,107          1,109                3,343          3,078
                                                                 -------------   ------------       --------------   ------------
       Income (loss) before income taxes (benefit) expense                 349            240                 (409)           972
    Income taxes expense (benefit)                                          31             59                 (384)           304
                                                                 =============   ============       ==============   ============
       Net income (loss)                                         $         318   $        181      $           (25) $         668
                                                                 =============   ============       ==============   ============
    Earnings per common share:
       Basic                                                     $        0.10   $          -      $         (0.01) $           -
                                                                 =============   ============       ==============   ============
       Diluted                                                   $        0.10   $          -      $         (0.01) $           -
                                                                 =============   ============       ==============   ============
    Weighted average shares outstanding:
       Basic                                                         3,072,660              -            3,099,626              -
       Diluted                                                       3,072,660              -            3,099,626              -

</TABLE>
    See accompanying notes to consolidated financial statements.

                                       2
<PAGE>
                            Ridgewood Financial, Inc.
                      Consolidated Statements of Cash Flows
                   For the Nine Months Ended September 30, 1999
                                 (In Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                              September 30,
                                                                        -------------------------
                                                                           1999           1998
                                                                        -----------   -----------
<S>                                                                  <C>            <C>
Cash flows from Operating Activities:
    Net (Loss) Income                                                   $      (25)   $       668
    Adjustments to reconcile net income to net cash provided
    by operating activities:
    Depreciation                                                               161            150
    Amortization of loan fees                                                 (172)           (60)
    Premiums and discounts on mortgage-backed and
      investment securities                                                  2,007            751
    Proceeds from loan sales                                                     -            771
    Gain on sale of loans                                                        -            (21)
    Loss on sale of fixed assets                                                 -             77
    Loss(gain) on sale of securities available for sale                      1,069            (24)
    Provision for loan losses                                                   87            168
    Deferred income tax expense                                                 44            138
    (Increase) decrease in accrued interest receivable                        (303)           230
    Decrease (increase) in other assets, net                                   158           (170)
    Decrease in initial public offering subscriptions payable              (17,809)             -
    Increase in other liabilities                                             (170)          (169)
                                                                          --------     ----------
       Net cash (used in) provided by operating activities                 (14,953)         2,509
                                                                          --------     ----------
Cash flows from investing activities:
    Net (increase) decrease in first mortgage loans                        (25,001)           843
    Purchase of first mortgage loans                                       (15,180)             -
    Net increase in consumer loans                                          (1,684)          (717)
    Purchases of mortgage-backed securities available for sale                (936)       (64,982)
    Purchases of mortgage-backed securities held to maturity                (8,247)             -
    Principal collected on mortgage-backed securities                       19,013         20,178
    Proceeds from sales of mortgage-backed securities                       39,089              -
    Purchases of investment securities available for sale                  (30,305)        (5,649)
    Proceeds from sales of securities available for sale                     3,410         10,522
    Proceeds from sales of securities held to maturity                           -          7,476
    Maturities and calls of investment securities available for sale             -         12,200
    Principal collected on investment securities                               332            289
    Purchases of premises and equipment                                     (4,281)          (160)
    Purchases of FHLB Stock                                                   (673)             -
    Proceeds from collection of loan fees                                       40            (18)
    Allocation of employee stock ownership shares                               48              -
                                                                          --------     ----------
      Net cash used in investing activities                                (24,375)       (20,018)
                                                                          --------     ----------
Cash flows from financing activities:
    Net increase in passbook, NOW and money market
      accounts                                                               1,326          2,647
    Net (decrease) increase in certificates of deposit                     (13,234)         1,850
    Proceeds from borrowed funds                                            16,150         30,225
    Repayment of borrowed funds                                                  -        (13,612)
    Net proceeds from initial public offering                                9,751              -
    Purchase of employee stock ownership plan stock                           (968)             -
    Capitalization of mutual holding company                                  (200)             -
    Net increase (decrease) in advances from borrowers for taxes
      and insurance                                                             86            (75)
                                                                          --------     ----------
      Net cash provided by financing activities                             12,911         21,035
                                                                          --------     ----------
      Net (decrease) increase in cash and cash equivalents                 (26,417)         3,526
Cash and cash equivalents at beginning of period                            43,474         15,398
                                                                          ========     ==========
Cash and cash equivalents at end of period                              $   17,057    $    18,924
                                                                          ========     ==========
Supplemental disclosures of cash flow information

Cash payments for:
     Interest on deposits and borrowed funds                            $    8,425    $     8,177
     Income taxes                                                               49            484

</TABLE>

    See accompanying notes to consolidated financial statements.

                                       3
<PAGE>


                            RIDGEWOOD FINANCIAL, INC.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

(1)      Basis of Presentation

The accompanying  unaudited  consolidated  financial statements were prepared in
accordance  with  instructions  for Form 10-QSB and therefore do not include all
disclosure necessary for a complete presentation of the consolidated  statements
financial  condition,  statements  of income  and  statements  of cash  flows in
conformity  with  generally  accepted  accounting   principles.   However,   all
adjustments  which are, in the  opinion of  management,  necessary  for the fair
presentation of the interim  financial  statements have been included.  All such
adjustments are of a normal recurring  nature.  The  consolidated  statements of
income are not  necessarily  indicative of results which may be expected for the
entire year or any other period.  The condensed  financial  statements as of and
for the three and nine month period ended  September 30, 1999 and 1998,  include
the  accounts of  Ridgewood  Savings  Bank of New Jersey (the  "Bank")  which as
discussed in Note 2, became the wholly owned subsidiary of Ridgewood  Financial,
Inc.  (the  "Company") on January 7, 1999.  The Company's  business is conducted
principally through the Bank.

Certain information and footnote  disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or  omitted  pursant to the rules and  regulations  of the
Securities  and  Exchange  Commission.  It is  suggested  that  these  condensed
unaudited  financial  statement be read in conjunction  with the Form 10-KSB for
the year ended December 31, 1998.

(2)      Conversion and Reorganization

         On January 7, 1999,  the Bank  completed its  reorganization  and stock
issuance("Plan  of Reorganization  and Stock Issuance").  In connection with the
Plan of Reorganization  and Stock Issuance,  the Company, a New Jersey chartered
corporation,   sold  1,474,600  shares  (or  47%)  of  its  common  stock  in  a
subscription  offering  at $7.00 per  share  and  issued  the  remaining  53% to
Ridgewood Financial MHC (the "MHC"). Upon completion of these transactions,  the
Bank became the wholly owned  subsidiary of the Company.  The Company became the
wholly owned subsidiary of the MHC.

         Gross proceeds from the stock issuance of $10.5 million were reduced by
$700,000 in subscription  related  expenses and $200,000 initial capital for the
MHC, leaving net proceeds of the offering of $9.7 million.  Of the net proceeds,
the Company  contributed  approximately $4.8 million to the Bank in exchange for
all of its outstanding common stock.

(3)      Employee Stock Ownership Plan

         An employee stock ownership plan (the "ESOP") was  established  January
1,  1998 for the  exclusive  benefit  of  participating  employees  of the Bank.
Participating  employees are  employees  who have  completed one year of service
with the Bank and have  attained the age of 21. Upon  completion  of the Plan of
Reorganization  and Stock  Issuance,  the ESOP  acquired 8% of the total  shares
(119,568 shares) issued in the  subscription  offering.  The purchase was funded
through a loan obtained from the Company. The loan is expected to be repaid over
a term of ten years at an annual  interest  rate equal to the  prevailing  prime
interest rate.  The loan is secured by the shares  purchased and earnings of the
ESOP assets.

         When a  principal  payment is made on the loan,  a  pro-rata  number of
shares will be  allocated  to the  eligible  employees  in  accordance  with the
provisions of the ESOP. The outstanding  principal balance of the ESOP loan will
be treated as a reduction in stockholders'  equity.  ESOP shares scheduled to be
released  at the ESOP's  year end will be  included  as shares  outstanding  for
calculation of earnings per share on a pro-rata basis throughout the year.

                                       4
<PAGE>

(4)      Earnings Per Common Share

Basic income per common share is computed by dividing net income by the weighted
average number of shares outstanding during each period.

Diluted  net income per  common  share is  computed  by  dividing  net income by
weighted  average  number of shares  outstanding,  as  adjusted  for the assumed
exercise of options for common stock, using the treasury stock method.

(5)      Investment Securities

The  following is a summary of  maturities  of the  investment  securities as of
September 30, 1999 and December 31, 1998 (in thousands):
<TABLE>
<CAPTION>

                                           September 30, 1999                           December 31, 1998
                               -------------------------------------------    ---------------------------------------
                                              (Unaudited)
                                   Securities             Securities              Securities          Securities
                                held to maturity       available for sale      held to maturity    available for sale
                               -------------------    --------------------    ------------------   ------------------
                               Amortized    Fair      Amortized     Fair      Amortized   Fair     Amortized   Fair
                                 Cost       Value       Cost        Value       Cost      Value      Cost      Value
                               ---------   -------    ---------    -------    ---------  -------   ---------  -------
<S>                              <C>         <C>       <C>        <C>         <C>        <C>        <C>      <C>
Amounts maturing in:
  Equity Securities                $   -         -            8         25      $     -        -           8       30

  One year or less                     -         -        3,035      3,033           58       58           -        -

  After one year through
  five years                           -         -       15,386     15,232           43       43       3,243    3,243

  After five years through
  ten years                          461       455        2,245      2,133          659      675         718      721

  After ten years                    530       531       22,861     20,673          594      598      12,769   12,927
                               ---------   -------    ---------    -------    ---------  -------   ---------  -------
                                   $ 991       986       43,535     41,096      $ 1,354    1,374      16,738   16,921
                               =========   =======    =========    =======    =========  =======   =========  =======

</TABLE>

                                       5
<PAGE>

Expected  maturities will differ from contractual  maturities  because borrowers
may have  the  right  to call or  prepay  obligations  with or  without  call or
prepayment penalties.

(6)      Mortgage-backed Securities

The following is a summary of maturities of the  mortgaged-backed  securities as
of September 30, 1999 and December 31, 1998 (in thousands):
<TABLE>
<CAPTION>

                                             September 30, 1999                              December 31, 1998
                               ----------------------------------------------    -------------------------------------------
                                                 (Unaudited)
                                      Securities             Securities              Securities              Securities
                                   held to maturity       available for sale      held to maturity       available for sale
                               ----------------------    --------------------    --------------------   --------------------
                               Amortized       Fair      Amortized     Fair      Amortized     Fair     Amortized     Fair
                                 Cost          Value       Cost        Value       Cost        Value      Cost        Value
                               ---------      -------    ---------    -------    ---------    -------   ---------    -------
<S>                            <C>          <C>         <C>          <C>        <C>         <C>        <C>         <C>
Amounts maturing in:
  One year or less               $     -           -          154        157      $     -          -         708        708

  After one year through
  five years                         942         923        3,318      3,298            -          -       3,882      3,900

  After five years through
  ten years                        2,487       2,456       20,370     20,209        1,223      1,247      18,693     18,664

  After ten years                 14,525      14,365        6,614      6,640       10,054     10,162      65,714     65,118
                               ---------     -------    ---------    -------    ---------    -------   ---------    -------
                                 $17,954      17,744       30,456     30,304      $11,277     11,409      88,997     88,390
                               =========     =======    =========    =======    =========    =======   =========    =======

</TABLE>

(7)      Comprehensive (loss) income

Total  comprehensive  (loss) income  amounted to the following for the three and
nine month periods ended September 30 (in thousands):

<TABLE>
<CAPTION>
                                                    Three       Nine         Three       Nine
                                                    Months     Months        Months     Months
                                                    Ended      Ended         Ended      Ended
                                                     1999       1999          1998       1998
                                                   --------   --------       ------     ------

<S>                                                <C>        <C>            <C>        <C>
Net income (loss)                                   $   318    $   (25)       $181       $668
Change in unrealized (loss) gain on securities
  available for sale, net of taxes                     (586)    (1,388)        247        (83)
                                                   --------   --------       -----      -----

Comprehensive (loss) income                         $  (268)   $(1,413)       $428       $585
                                                   ========   ========       =====      =====
</TABLE>

                                       6
<PAGE>
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


GENERAL

         Ridgewood   Financial  Inc.  (the  "Company")   business  is  conducted
principally  through  Ridgewood  Savings Bank of New Jersey (the "Bank"),  which
became the Company's  wholly owned subsidiary on January 7, 1999. All references
to the Bank refer collectively to the Company and the Bank.

         The results of operations  are primarily  dependent on its net interest
income,  which is the difference  between the interest  income earned on assets,
primarily loans,  mortgage-backed  securities,  investments,  and other interest
earning assets less the interest expense on its liabilities,  primarily deposits
and  borrowings.  Net interest income may be affected  significantly  by general
economic and competitive  conditions,  particularly those with respect to market
interest rates,  and policies of regulatory  agencies.  Furthermore,  the Bank's
lending  activity is  concentrated in loans secured by real estate in the Bank's
market area and  therefore  the Bank's  operations  are affected by local market
conditions.  The  results of  operations  are also  influenced  by  non-interest
income,  including  securities  gains  and  losses,  the  level of  non-interest
expenses,  such as  employees'  salaries and  benefits,  occupancy and equipment
costs, non-interest income such as loan related fees and fees on deposit related
services, and the Bank's provision for loan losses.

COMPARISON OF FINANCIAL CONDITION
AT SEPTEMBER 30, 1999 AND DECEMBER 31, 1998

         Total assets  decreased  by $6.4  million or 2.3% to $268.3  million at
September 30, 1999 from $274.7  million at December 31, 1998.  This decrease was
primarily  due to reduction in initial  public  offering  subscriptions  payable
totaling  $17.8  million  due to  acquisition  of  stock  for  stockholders  and
refunding of oversubscriptions.  As a result, federal funds sold decreased $36.3
million to $4.9 million at September 30, 1999 from $41.2 million at December 31,
1998. Available for sale  mortgage-backed  securities decreased by $58.1 million
to $30.3  million at September 30, 1999 from $88.4 million at December 31, 1998,
offset by an increase  in  available  for sale  investment  securities  of $24.2
million to $41.1  million at September  30, 1999 from $16.9  million at December
31, 1998. Loans receivable  increased $41.9 million due to the Bank's ability to
increase  mortgage  loan  originations  resulting  from  higher  levels  of loan
refinancings  during a lower interest rate  environment.  In addition,  the Bank
completed a purchase of $15.2 million in  residential  mortgage loans during the
second quarter. Further, premises and equipment increased $4.1 million or 185.7%
to $6.3 million at September 30, 1999 from $2.2 million at December 31, 1998, as
the Bank  completed the purchase of a building for $4.0 million,  to serve as an
additional branch office and to house

                                       7
<PAGE>

administrative operations. Refurbishment costs for this purpose are estimated to
be an additional $2.3 million.


         The  Bank's  deposits  decreased  by $11.9  million  or 5.8% to  $193.6
million at September 30, 1999,  as deposits were  withdrawn for purchases of the
initial public offering as well as in response to the Bank's pricing  strategies
designed to lower cost of funds.  Borrowings increased $16.1 million or 49.6% to
$48.7  million at September  30, 1999 from $32.6 million at December 31, 1998 as
the Bank used  borrowings  in  conjunction  with deposit  pricing  strategies to
generate additional income as part of its leveraging strategy.

         Total equity  increased  $7.2 million to $24.6 million at September 30,
1999  primarily  due to the  completion  of the initial  public  offering  which
provided net proceeds of $9.7  million,  offset by a net loss of $25,000 for the
nine months ended  September  30, 1999, a $1.4 million  increase in  accumulated
other  comprehensive  loss and unearned ESOP stock of $915,000.  The majority of
the accumulated other  comprehensive loss resulted from the Bank's investment in
available  for  sale  securities.  See  note  5 to the  consoldidated  financial
statements. Because of interest rate volatility, accumulated other comprehensive
loss and stockholders' equity could materially fluctuate for each interim period
and year-end period.

COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998

         Net Income.  Net income decreased $693,000 to a net loss of $25,000 for
the nine months ended  September  30, 1999 as compared to net income of $668,000
for the nine months ended  September 30, 1998.  As  previously  discussed in the
June 30, 1999 Form 10-QSB,  net income was lower primarily due to a loss of $1.1
million recognized on the sale of available for sale mortgage backed securities.
In addition,  there was a decrease of $92,000 in net interest income as a result
of an increase in total interest  expense of $274,000,  offset by an increase in
interest income of $182,000. Non-interest income declined $1.1 million primarily
due to the loss  recognized in the investment  portfolio.  Non-interest  expense
increased $265,000,  to $3,343,000 from $3,078,000 for the same period to period
comparison.

         Net Interest  Income.  Net interest  income  before  provision for loan
losses  decreased  by $92,000 or 2.3% to $4.0  million for the nine months ended
September

                                       8
<PAGE>

30, 1999.  The decrease was  primarily  due to a decline in the average yield on
interest  earning  assets (on a tax  equivalent  basis) of 43 basis  points from
7.10% for the nine months ended  September 30, 1998 to 6.67% for the same period
ended  1999,  offset by a decrease  of 28 basis  points in the  average  cost of
interest  bearing  liabilities to 4.72% from 5.00% for the same period to period
comparison.

         The Bank's  interest rate spread,  which is the difference  between the
yield on average  interest  earning  assets  less the cost of  interest  bearing
liabilities,  declined to 1.95 % for the nine months ended  September  30, 1999,
from 2.10 % for the nine months ended  September  30, 1998.  This was  primarily
attributed to higher prepayments on mortgage backed securities, specifically the
CMO  portfolio,  which  required  increased  premium  amortization  resulting in
below-market  yields on these  securities.  Coupled with higher  prepayments  on
loans receivable, these proceeds were reinvested in lower yielding assets due to
the general decline of market interest rates for these instruments. In addition,
competitive  pressure on the  pricing of loans and  deposits  has  resulted in a
smaller  interest  rate spread.  Competitive  pressure in the future may further
reduce the spread between asset yields and the cost of funds.

         Interest Income.  Interest income on a tax equivalent basis,  increased
to $12.8  million for the nine  months  ended  September  30,  1999,  from $12.3
million for the nine months ended  September  30, 1998.  The increase was due to
higher average balances in loans receivable,  available for sale securities, and
other  interest  earning  assets offset by a decrease in the average  balance of
securities held to maturity.  The average yield on interest earning assets (on a
tax equivalent  basis)  decreased from 7.10% for the nine months ended September
30,  1998,  to 6.67%  for the nine  months  ended  September  30,  1999,  due to
prepayment  of  higher  coupon   mortgage-backed   securities   and  loans  with
reinvestment  of proceeds  into lower coupon  instruments  during a low interest
rate environment with a flat yield curve. The average balance of securities held
to maturity  declined  $12.2  million to $12.9 million for the nine months ended
September  30, 1999,  from $25.2  million for the same nine months in 1998.  The
average  yield also  declined  44 basis  points from 6.97% to 6.53% for the same
nine  month  period  to  period  comparison.  This  decline  was  due to  higher
prepayments of held to maturity mortgage-backed  securities. The average balance
of securities  available for sale  increased  $11.8 million to $93.8 million for
the nine months ended  September 30, 1999, from $82.0 million for the same prior
period of one year ago. The increase in available for sale securities was due to
classification  of the majority of reinvested  funds as available for sale.  The
average  balance of other interest  earning  assets  increased $6.7 million from
$18.3 million for the nine months ended September 30, 1998, to $25.0 million for
the nine months ended  September  30, 1999,  offset by a decrease in the average
yield of 64 basis points from 5.83% to 5.19% for the same nine month comparative
periods.

                                       9
<PAGE>

         Interest on loans  receivable  increased  by $769,000 or 12.3 % for the
nine months ended  September 30, 1999 as compared to the same period of one year
ago. The increase  was due to a $19.9  million or 18.8%  increase in the average
balance of loans receivable  resulting from  originations of new loans in excess
of  prepayments  and  amortization  as well as the purchase of $15.2  million in
residential  mortgage  loans.  The increase in the average  balance of loans was
offset by a decline in the average  yield of 43 basis  points from 7.92% for the
nine  months  ended  September  30,  1998 to  7.49%  for the nine  months  ended
September 30, 1999.  The decrease in the average yield was due to lower interest
rates on originated loans during the 1999 period and the prepayment/amortization
of higher rate loans.

         Interest expense.  Interest expense increased  $274,000 or 3.4% to $8.4
million  for the nine  months  ended  September  30,  1999,  as compared to $8.1
million for the same period last year.  The increase was due to a $21.1  million
increase in the average balance of interest bearing liabilities partially offset
by a decrease of 28 basis  points in their  average  cost.  Interest  expense on
borrowed  funds  increased  $877,000  mainly due to an  increase  in the average
balance of borrowed funds  totaling  $22.5  million,  from $20.5 million for the
nine months  ended  September  30, 1998  compared to $43.0  million for the same
period this year,  offset by a decrease in the average  cost of 27 basis  points
from 5.74% to 5.47% for the same  periods.  Interest  expense  on time  deposits
decreased  $669,000 due to a decline in the average balances of time deposits of
$5.8 million from $150.6 million for the nine months ended September 30, 1998 to
$144.8  million for the same nine month  period in 1999 as well as a decrease in
the average cost of 40 basis points from 5.58% to 5.18%. Interest expense on DDA
accounts  increased  $22,000 due to an  increase in the average  balance of $2.5
million,  from $13.4  million for the nine months  ended  September  30, 1998 to
$15.9 million for the nine months ended September 30, 1999,  which was offset by
a decrease in the  average  cost of 11 basis  points  during the same nine month
comparative periods. Interest expense on savings deposits increased $36,000 as a
result of a $1.5 million  increase in the average  balances to $30.0 million for
the nine month period ended  September  30, 1999 from $28.5 million for the nine
month period ended  September  30, 1998 while the average cost remained the same
at 3.19% for both of the comparative periods.

         Provision  for loan  losses.  For the nine months ended  September  30,
1999,  the Bank's  provision for loan losses was $87,000 as compared to $168,000
for the comparable 1998 period. Management continually evaluates the adequacy of
the   allowance   for  loan   losses,   which   encompasses   the  overall  risk
characteristics of the various portfolio segments,  past experience with losses,
the impact of economic  conditions on borrowers and other relevant factors which
may  come to the  attention  of  management.  Although  the Bank  maintains  its
allowance for loan losses at a level that it considers to be adequate to provide
for the inherent risk of loss in its loan portfolio,

                                       10
<PAGE>

there can be no assurance that future losses will not exceed  estimated  amounts
or that  additional  provisions  for loan  losses will not be required in future
periods.

         Non-interest income. Non-interest income decreased by $1.1 million to a
net loss of $948,000 for the nine months  ended  September  30,  1999,  from net
income of $157,000 for the nine months ended  September  30, 1998. As previously
disclosed  in the June 30,  1999 Form  10-QSB,  non  interest  income  was lower
primarily due to a loss of $1.1 million  recognized on the sale of available for
sale mortgage backed securities.

         Non-interest  expenses.  Non-interest expenses increased by $265,000 to
$3.3 million for the nine months ended  September 30, 1999 from $3.1 million for
the same period ended  September  30, 1998.  The increase was  primarily  due to
increases  of $166,000 in salaries and  benefits  resulting  from an increase in
staff,  increases in medical insurance rates, as well as normal salary and merit
increases.  Occupancy and equipment  expenses  increased $5,000, to $919,000 for
the nine months ended September 30, 1999 from $914,000 for the nine months ended
September  30, 1998.  The increase was  attributable  to an increase in computer
service  expense  including year 2000 compliance  costs. In addition,  the prior
comparable  period  included  a charge of  $75,000  for the  replacement  of all
personal  computers  which  did not  meet  year  2000  compliance  tests.  Other
non-interest expense increased by $125,000 to $489,000 for the nine months ended
September 30, 1999,  from $364,000 for the nine months ended September 30, 1998.
This  increase  was  mainly  due to a  $75,300  increase  in  professional  fees
resulting from the mutual holding company reorganization. In addition, appraisal
and other loan  underwriting  expenses  increased  $35,200 due to an increase in
loan origination volume.

         Income  Taxes.  The Bank has an income tax benefit of $384,000  for the
nine  months  ended  September  30,  1999 as  compared  to income tax expense of
$304,000  for the  comparable  prior year  period.  The  benefit for the current
period is due to the loss  recognized in the  available  for sale  securities as
discussed above and an increase in levels of tax exempt securities.

                                       11
<PAGE>
COMPARISON  OF OPERATING  RESULTS FOR THE THREE MONTHS ENDED  SEPTEMBER 30, 1999
AND SEPTEMBER 30, 1998

         Net Income.  Net income  increased  $137,000 to $318,000  for the three
months  ended  September  30, 1999 as compared to net income of $181,000 for the
three  months  ended  September  30,  1998.  The  increase was due to higher net
interest  income of $84,000 for the three months ended  September 30, 1999, as a
result of an  increase  in interest  income of  $169,000  somewhat  offset by an
increase in total interest expense of $85,000.  Further, there was a decrease in
loan loss  provisions of $21,000 for the three months ended  September 30, 1999,
as compared to the same period for 1998.  Non-interest  income  increased $2,000
due to higher service fees resulting from the increase in transaction  accounts.
Non-interest expense also decreased $2,000 to $1,107,000 from $1,109,000 for the
same three month period to period comparison.

         Net Interest  Income.  Net interest  income  before  provision for loan
losses  increased  by $84,000 or 6.2% to $1.4 million for the three months ended
September 30, 1999. The increase was primarily due to higher average balances in
interest-earning  assets of $25.6  million for the three months ended  September
30, 1999,  offset by a decrease in the average yield of interest  earning assets
of 41 basis  points  from 7.18% to 6.77% for the same  three  month  period.  In
addition,  the average balance of interest bearing  liabilities  increased $23.4
million,  from $223.1  million for the three months ended  September 30, 1998 to
$246.5  million for the three months  ended  September  30,  1999,  along with a
decline in the average cost of 34 basis points.

         The Bank's  interest rate spread,  which is the difference  between the
yield on average  interest  earning  assets  less the cost of  interest  bearing
liabilities,  decreased to 2.12 % for the three months ended September 30, 1999,
from 2.19 % for the same three month period in 1998.  The average yield on loans
receivable  declined  60 basis  points  from  7.90% for the three  months  ended
September 30, 1998, to 7.30% for the same three months in 1999.  During the same
period,  albeit  to a lesser  extent,  higher  prepayments  on loans  receivable
resulted in the proceeds  reinvested in lower yielding assets due to the general
decline of market interest rates for these instruments. In addition, competitive
pressure on the pricing of loans and deposits has resulted in a smaller interest
rate spread.  Competitive  pressure in the future may further  reduce the spread
between asset yields and the cost of funds.

                                       12
<PAGE>

         Interest  Income.  Interest  income  increased  to $4.5 million for the
three months ended  September  30, 1999,  from $4.3 million for the three months
ended  September 30, 1998, due to an increase in the average balance of interest
earning assets of $25.6  million,  to $262.9 million from $237.4 million for the
same three month period.  The increase in average  balances of interest  earning
assets was offset by a decrease in their  average  yield of 41 basis points from
7.18% for the  three  months  ended  September  30,  1998 to 6.77% for the three
months ended  September  30,  1999.  The rise in interest  income was  primarily
attributed to an increase in the average  balances of loans  receivable of $37.4
million for the three months ended  September  30, 1999, as compared to the same
three  months  during  1998,  offset  by a decline  of 60 basis  points in their
average yield from 7.90% to 7.60% for that same period to period comparison. The
increase  was due to  originations  of new loans in excess  of  prepayments  and
amortization  as well as the purchase of $15.2 million in  residential  mortgage
loans  during the second  quarter.  The  decrease in the average  yield of loans
receivable was due to lower  interest rates on originated  loans during the 1999
period  and the  prepayment/amortization  of higher  rate  loans.  In  addition,
interest income on other interest earning assets increased  $176,000 to $463,000
for the quarter ended September 30, 1999, from $287,000 for the same quarter one
year ago,  offset by a decrease  in the  average  yield of 49 basis  points from
5.80% to 5.31% for the same quarterly comparison. Conversely, interest income on
securities  held to  maturity  and  available  for sale  declined  $385,000  and
$129,000  respectively,  to $262,000 and  $1,128,000  for the three months ended
September 30, 1999 from $647,000 and  $1,257,000 for the same three months ended
in 1998.  The average  yield on  securities  held to maturity  declined 69 basis
points from 7.67% for the three months ended  September  30, 1998,  to 6.98% for
the three months ended September 30, 1999 due to amortization and prepayments of
higher  coupon  mortgage  backed  securities.  During the same three  months the
average  yield on  securities  available  for sale  increased 1 basis point from
6.35% to 6.36%.

         Interest  expense.   Interest  expense  increased  $85,000  or  3%,  to
$2,891,000  for the three  months  ended  September  30,  1999,  as  compared to
$2,806,000  for the same  period  last  year.  The  increase  was due to a $23.4
million  increase  in  the  average  balance  of  interest  bearing  liabilities
partially offset by a decrease of 34 basis points in the average cost.  Interest
expense on borrowed funds increased $364,000 mainly due to a rise in the average
balance of borrowed funds amounting to $26.5 million, from $25.4 million for the
period ended  September  30, 1998  compared to $51.9 million for the same period
this year, offset by a decrease in the average cost of 9 basis points from 5.63%
to 5.54% for the same  period to period  comparison.  Interest  expense  on time
deposits  decreased  $303,000  due to a decline in the  average  balance of $8.4

                                       13
<PAGE>

million and a decrease in the average cost of 52 basis points.  Interest expense
on DDA accounts  increased  $6,000 due to an increase in the average  balance of
$2.9  million,  offset by a decline in the average  cost of 18 basis points from
1.89% for the three months ended  September 30, 1998 to 1.71% for the same three
months this year.  Interest expense on savings deposits  increased  $17,000 as a
result of an increase in the average  balances of $2.4 million to $31.7  million
for the three month period ended  September  30, 1999 from $29.3 million for the
three month period ended September 30, 1998,  slightly offset by a decrease of 3
basis points in the average cost from 3.20% to 3.17% for the same periods.

         Non-interest income. Non-interest income increased by $2,000 to $41,000
for the three months ended September 30, 1999, from $39,000 for the three months
ended September 30, 1998, primarily due to service fees generated by an increase
in transaction accounts.

         Non-interest  expenses.  Non-interest  expenses  decreased by $2,000 to
$1,107,000 for the three months ended September 30, 1999 from $1,109,000 for the
same three month period ended 1998.  The decrease was due to lower  expenses for
occupancy  and  equipment,  advertising  and  promotion as well as lower deposit
insurance  premiums,  offset by increases in salaries,  benefits,  and other non
interest  expenses.  Salaries and benefits increased $27,000 due to increases in
staff,  increases in medical insurance rates, as well as normal salary and merit
increases.  Occupancy and equipment expenses decreased $50,000 from $359,000 for
the three months ended  September  30, 1998 to $309,000 for the same three month
period in 1999, due to a $75,000 charge in the prior comparative  period for the
replacement of all personal  computers  which did not meet year 2000  compliance
tests. Other non-interest expense increased by $25,000 to $146,000 for the three
months  ended  September  30,  1999,  from  $121,000  for the three months ended
September 30, 1998. This increase was due to a $75,300  increase in professional
fees  resulting  from the mutual holding  company  reorganization.  In addition,
appraisal  and other loan  underwriting  expenses  increased  $35,200  due to an
increase in loan origination volume.

         Income Taxes.  The Bank has income tax expense of $31,000 for the three
months ended September 30, 1999 as compared to income tax expense of $59,000 for
the  comparable  prior year period,  due to an increase in levels of tax exempt
securities.

         Year 2000  Evaluation.  Rapid and accurate data processing is essential
to the Bank's  operations.  Many computer programs that can only distinguish the
final two digits of the year  entered (a common  programming  practice  in prior
years) are  expected  to read  entries  for the year 2000 as the year 1900 or as
zero and incorrectly attempt to compute payment, interest, delinquency and other
data.  The  Bank has  been  evaluating  both  information  technology  (computer
systems) and non-information  technology systems (e.g., vault timers, electronic
door lock and heating,  ventilation and air conditioning controls). The Bank has
examined all of its  non-information  technology systems and has either received
certifications  of year 2000  compliance  for systems  controlled by third party
providers  or  determined  that the  systems  should not be impacted by the year
2000. The Bank expects to further test the systems it controls and receive third
party certification, where appropriate, that they will continue to function. The
Bank  does  not  expect  any  material  costs  to  address  its  non-information
technology  systems  and has not had any  material  costs to date.  The Bank has
determined that the information  technology  systems it uses have  substantially
more year 2000 risk than the  non-information  technology  systems it uses.  The
Bank has evaluated its information  technology  systems risk in three areas: (1)
our own  computers,  (2)  computers  of others  used by our  borrowers,  and (3)
computers of others who provide us with data  processing.  The Bank is currently
in its implementation stage, which includes  incorporating all necessary changes
to become year 2000 compliant.

         Our Own  Computers.  We spent  approximately  $200,000  to upgrade  our
computer system. At September 30, 1999, all such costs have been capitalized and
the Bank does not expect to incur any additional material costs.

         Computers Of Others Used By Our  Borrowers.  We have  evaluated most of
our  borrowers  and do not  believe  that the year 2000  problem  should,  on an
aggregate  basis,  impact their ability to make payments to the Bank. We believe
that most of our residential borrowers are not dependent on their home computers
for income and that none of our  commercial  borrowers  are so large that a year
2000 problem  would render them unable to collect  revenue or rent and, in turn,
continue to make loan payments to the Bank.  As a result,  we have not contacted
residential  borrowers  concerning  this issue and do not consider this issue in
our  residential  loan  underwriting   process.  We  have  been  contacting  our
commercial borrowers with loans of $250,000 or more and we have been considering
this issue during  commercial  loan  underwriting.  At September  30, 1999 these
loans  constituted  $6.2  million or 71.6% of our $8.7 million  commercial  loan
portfolio. We do not expect any material costs to address this risk area.

                                       14
<PAGE>

         Computers  Of  Others  Who  Provide  Us With Data  Processing.  Between
November 1998 and February  1999,  the Bank performed year 2000 testing with its
primary third party service  provider.  Testing  consisted of placing the Bank's
computer  system in a year  2000  environment  and  conducting  typical  banking
transactions using critical 21st century dates, e.g., December 31, 1999, January
1, 2000,  January 3, 2000,  February 29, 2000,  and March 1, 2000 (the year is a
leap  year).  Interface  testing  between  the  Bank  and the  Federal  Reserves
"Fedline"  system also took place in the fourth  quarter of 1998.  These testing
programs were fully successful and management believes that the Bank's core data
processing  systems will function  properly in the year 2000.  However,  delays,
mistakes or failures  could have a  significant  impact on the Bank's  financial
statements.

         Contingency  Plan. The Bank has developed a  comprehensive  Contingency
and Business Resumption Plan in accordance with FFIEC guidelines.  This plan was
approved by the Board in July 1999.  While Bank  management  fully expects to be
operational in a year 2000  environment,  the  contingency  plan will guide Bank
operations  in the event that one or more of our  computer  core systems are not
functioning.   The  activities   addressed  in  the  plan  include   remediation
contingency  planning  intended to mitigate any risks associated with unforeseen
system  glitches,  system  failure,  increased  demands for cash,  or  processes
outside  the  Bank's  control.  The  remainder  of 1999 will be used to  further
validate the plan and to provide task-specific training to key bank personnel.

         The Bank continues to focus on public awareness by providing customers,
shareholders,  and  employees  with timely  information  on the Bank's  state of
preparedness  for the  year  2000.  These  efforts  include  employee  awareness
meetings,  talking  points for bank  staff,  customer  brochures,  and a special
section on the Bank's website.

         Despite the best efforts of the Bank to address the year 2000, the vast
number of external entities that have a direct  relationship with the Bank, such
as customers,  vendors,  payment system providers, utility  companies, and other
financial  institutions,  make it impossible to assure that a failure to achieve
compliance by one or more of these  external  entities would not have a material
impact on the financial statements of the Bank.




                                       15
<PAGE>
Liquidity and Capital Resources

         The Bank's  primary  sources of funds are deposits,  wholesale  funding
from the Federal Home Loan Bank,  principal and interest  payments on loans, and
securities,  and to a lesser  extent,  proceeds  from  the sale of loans  and/or
securities.  While maturities and scheduled amortization of loans and securities
provide an indication of the timing of the receipt of funds, changes in interest
rates,   economic  conditions,   and  competition  strongly  influence  mortgage
prepayment rates and deposit flows, reducing the predictability of the timing of
sources of funds.

         The primary  investing  activities of the Bank are the  origination  of
one-to-four-family  residential and, to a lesser extent,  commercial real estate
and  multi-family  mortgage  loans,  and the  purchase  of  mortgage-backed  and
mortgage-related and debt securities. During the nine months ended September 30,
1999 and September 30, 1998, the Bank's  disbursements for loan originations and
loan purchases totaled $67.6 million and $17.9 million, respectively.  Purchases
of mortgage-backed,  mortgage-related and debt securities totaled $39.5 million,
and $70.6 million for the nine months ended September 30, 1999 and September 30,
1998 respectively. In addition, purchases of premises and equipment totaled $4.3
million for the nine months ended  September  30, 1999  compared to $160,000 for
the same period in 1998,  as the Bank  completed  the  purchase of a building to
serve as an  additional  branch office and to house  administrative  operations.
These activities were funded  primarily by principal  repayments and prepayments
on loans,  mortgage-backed  and  mortgage-related  securities,  debt securities,
borrowings,  and  proceeds  from the  initial  public  offering.  Proceeds  from
principal collected on mortgage-backed  securities totaled $19.0 million for the
nine months ended  September  30, 1999 as compared to $20.2 million for the same
nine months in 1998.  The Bank  experienced a net decrease in total  deposits of
$11.9  million  for the nine months  ended  September  30,  1999  compared to an
increase of $4.5  million for the nine  months  ended  September  30,  1998,  as
deposits were withdrawn for purchases of the initial public offering and pricing
strategies  were designed to lower cost of funds.  Deposit flows are affected by
the level of market  interest  rates, as well as the interest rates and products
offered by local competitors and the Bank and other factors.

         The Bank  closely  monitors  its  liquidity  position on a daily basis.
Excess  short-term  liquidity is invested in overnight  federal funds sold. On a
longer term basis, the Bank invests in various lending products, mortgage-backed
and mortgage-related and investment  securities.  The Bank may borrow funds from
the Federal Home Loan Bank subject to certain limitations. Based on the level of
qualifying  collateral  available to secure  advances at September 30, 1999, the
Bank's borrowing limit from the Federal Home Loan Bank was  approximately  $79.5
million,  with unused  borrowing  capacity of $63.3 million at that date.  Other
sources of liquidity include borrowings under repurchase agreements and sales of
available for sale securities.

                                       16
<PAGE>

         The Bank's  most  liquid  assets are cash and cash  equivalents,  which
include interest-bearing deposits and short-term highly liquid investments (such
as federal funds sold) with  original  maturities of less than three months that
are readily  convertible  to known amounts of cash. The level of these assets is
dependent on the Bank's operating, financing and investing activities during any
given  period.  At  September  30, 1999 and  December  31,  1998,  cash and cash
equivalents  totaled  $17.1  million  and  $43.5  million,  respectively,  which
amounted to 6.4% and 15.8% of total assets at those dates.

         Loan commitments totaled $23.7 million at September 30, 1999, comprised
of  $13.3  million  in one- to-  four-  family  loan  commitments,  $766,000  in
construction loan commitments, $9.3 million in home equity loan commitments, and
$373,000 in checking  line of credit loan  commitments.  Management  of the Bank
anticipates  that it will have  sufficient  funds  available to meet its current
loan commitments.

         Certificates  of deposit which are scheduled to mature in less than one
year from September 30, 1999 totaled $95.9 million.  Based upon past  experience
and the Bank's current pricing strategy,  management believes that a significant
portion of such deposits will remain with the Bank.

         At September 30, 1999, the Bank exceeded all of its regulatory  capital
requirements  with a  leverage  capital  level  of  $22.3  million,  or 8.29% of
adjusted assets,  which is above the required level of $10.8 million, or 4.0% of
adjusted  assets  and total  risk-based  capital of $23.2  million,  or 19.4% of
adjusted assets, which is above the required level of $9.6 million, or 8.0%.

         The liquidity of a banking institution  reflects its ability to provide
funds to meet loan requests,  to accommodate possible outflows in deposits,  and
to take  advantage  of  interest  rate  market  opportunities.  Funding  of loan
requests,  providing for  liability  outflows,  and  management of interest rate
fluctuations  require  continuous  analysis in order to match the  maturities of
specific  categories of short term loans and investments  with specific types of
deposits and borrowings.  Savings bank liquidity is normally considered in terms
of the nature and mix of the banking institution's sources and uses of funds.

         Management  is not aware of any trends,  events or  uncertainties  that
will have or are  reasonably  likely  to have a  material  effect on the  Bank's
liquidity,  capital  or  operations  nor is  management  aware  of  any  current
recommendation by regulatory authorities,  which if implemented, would have such
an effect.

                                       17
<PAGE>

                  PART II. OTHER INFORMATION

Item 1.           Legal Proceedings
                  -----------------

                  Not applicable.

Item 2.           Changes in Securities and Use of Proceeds
                  -----------------------------------------

                  Not applicable.

Item 3.           Defaults Upon Senior Securities
                  -------------------------------

                  Not applicable.

Item 4.           Submission of Matters to a Vote of Security Holders
                  ---------------------------------------------------

                  Not applicable.

Item 5.           Other Information
                  -----------------

                  Not applicable.

Item 6.           Exhibits and Reports on Form 8-K
                  --------------------------------
<TABLE>
<CAPTION>
                   <S>    <C>         <C>
                   (a)      3(i)        Certificate of Incorporation of Ridgewood Financial, Inc.*
                            3(ii)       Bylaws of Ridgewood Financial, Inc.*
                           10.1         Employment Agreement with Susan E. Naruk*
                           10.2         Employment Agreement with Nelson Fiordalisi*
                           10.3         Employment Agreement with John Scognamiglio*
                           10.4         Employment Agreement with Jean Miller*
                           10.5         Supplemental Executive Retirement Plan*
                           27           Financial Data Schedule (electronic data filing only)
                           * Incorporated by reference to the registration statement on Form SB-2
                            (333-62363)

                    (b)    No reports on Form 8-K were filed during the quarter ended September 30, 1999.
</TABLE>

                                       18
<PAGE>

                                   SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                   RIDGEWOOD FINANCIAL, INC.
<TABLE>
<CAPTION>


<S>                                   <C>      <C>
Date:    November 9, 1999              By:      /s/ Susan E. Naruk
                                                ----------------------------------------------------------------------
                                                Susan E. Naruk
                                                President and Chief Executive Officer
                                                (Principal Executive Officer)
                                                (Duly Authorized Officer)



Date:    November 9, 1999              By:      /s/ John Scognamiglio
                                                ----------------------------------------------------------------------
                                                John Scognamiglio
                                                Senior Vice President and
                                                Chief Financial Officer
                                                (Principal Financial Officer and Chief Accounting Officer)
</TABLE>


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