SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------
                                   FORM 10-QSB

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 2000

     [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


          For the transition period from _____________ to _____________

                         Commission File Number 0-23645

                          LEEDS FEDERAL BANKSHARES, INC
             (Exact name of registrant as specified in its charter)


       UNITED STATES                                              52-2062351
       -------------                                              ----------
    (State or other jurisdiction                                  (IRS Employer
    of incorporation or organization)                    Identification Number)


               1101 Maiden Choice Lane, Baltimore, Maryland 21229
                    (Address of principal executive offices)

Registrant's telephone number, including area code: 410-242-1234


Former name, former address and former fiscal year, if changed since last
report: N/A

         Indicated by a check whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date: There were 4,538,518
shares of the Registrant's common stock outstanding as of February 1, 2001.







                                        1

<PAGE>



                         LEEDS FEDERAL BANKSHARES, INC.

                                      INDEX



                                                                            PAGE
PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

         Consolidated Statements of Financial Condition as
         of December 31, 2000 (unaudited), and June 30, 2000                 3

         Consolidated Statements of Income and Comprehensive Income
         (unaudited) for the six months ended December 31, 2000 and 1999     4

         Consolidated Statements of Cash Flows (unaudited) for the six
         months ended December 31, 2000 and 1999                             5

         Notes to Consolidated Financial Statements (unaudited)              6

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                               8

PART II.  OTHER INFORMATION                                                 12







                                        2

<PAGE>



                          PART I. FINANCIAL INFORMATION
                          Item 1. Financial Statements
                         LEEDS FEDERAL BANKSHARES, INC.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>


                                                                          December 31,                 June 30,
                                                                              2000                       2000
                                                                           (Unaudited)

Assets
    Cash:
   <S>                                                                      <C>                    <C>
      On hand and due from banks..................................       $    1,688,081          $   2,059,010
      Interest-bearing deposits...................................            2,099,369              1,982,152
    Short term investments........................................           11,958,893              9,551,979
    Secured short-term loans to commercial banks..................           16,738,166              9,562,746
    Investment securities held-to-maturity........................           66,550,687             67,392,698
    Securities available-for-sale.................................            7,291,537              5,258,493
    Mortgage backed securities held-to-maturity...................            7,546,142              8,317,018
    Loans receivable, net.........................................          214,597,226            219,203,607
    Investment in Federal Home Loan Bank
      of Atlanta stock, at cost...................................            2,187,200              2,187,200
    Property and equipment, net...................................            2,253,543              2,242,783
    Cash surrender value of life insurance........................            6,827,715              6,687,537
    Accrued interest receivable...................................            2,213,573              2,116,855
    Prepaid expenses and other assets.............................              308,323                486,229
                                                                                -------                -------

                                                                            342,260,455            337,048,307
                                                                            -----------            -----------
Liabilities and Stockholders' Equity

Liabilities:
   Savings accounts...............................................           288,176,909           281,866,206
   Borrowed funds-- Employee
      Stock Ownership Plan........................................               335,989               384,000
   Advance payments by borrowers for taxes,
      insurance and ground rents..................................               828,919             5,073,906
   Federal and state income taxes:
      Currently payable...........................................               196,187               267,283
      Deferred....................................................             1,274,042               493,303
   Accrued expenses and other liabilities.........................             1,630,281             1,554,136
                                                                              ----------             ---------

      Total liabilities...........................................           292,442,327           289,638,834
                                                                             -----------           -----------

Stockholders' equity:
   Common stock, $1 par value: 20,000,000
      shares authorized: and 5,205,597 shares issued..............             5,205,597             5,205,597
   Additional paid in capital ....................................             9,630,258             9,606,811
   Unearned employee stock ownership plan shares..................              (243.059)             (297,066)
   Retained income, substantially restricted......................            40,772,983            39,573,847
   Treasury Stock at cost: 667,416 and 656,416 shares
      respectively................................................            (8,336,969)           (8,216,719)
   Accumulated other comprehensive income.........................             2,789,318             1,537,003
                                                                               ---------        --------------

      Total stockholders' equity............................                  49,818,128            47,409,473
                                                                              ----------        --------------
                                                                           $ 342,260,455        $  337,048,307
                                                                           -------------        --------------
</TABLE>






See accompanying notes to consolidated financial statements.

                                        3

<PAGE>



                         LEEDS FEDERAL BANKSHARES, INC.
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                                   (unaudited)

<TABLE>
<CAPTION>


                                                             Six Months Ended             Three Months Ended
                                                               December 31,                  December 31,
                                                       ---------------------------    --------------------------
                                                           2000           1999            2000           1999
                                                       -----------     -----------    -----------     ----------

Interest Income:
<S>                                                    <C>             <C>            <C>            <C>
   First mortgage and other loans..................    $   7,743,882   $ 7,579,672    $ 3,850,986    $ 3,856,944
   Mortgage-backed securities .....................          298,008       323,459        144,806        160,627
   Investment securities and short term
     investments...................................        3,382,277     3,043,721      1,718,346      1,480,728
                                                       -------------  ------------   ------------    -----------

   Total interest income...........................       11,424,167    10,946,852      5,714,138      5,498,299
                                                       -------------  ------------   ------------    -----------

Interest expense:..................................
   Savings accounts................................        7,655,217     6,862,979       3,881,639      3,450,862
     Other.........................................           17,351        18,240           8,444          8,732
                                                       -------------   -----------    -------------   -----------

   Total interest expense..........................        7,672,568     6,881,219       3,890,083      3,459,594
                                                       -------------   -----------    ------------    -----------

   Net interest income.............................        3,751,599     4,065,633       1,824,055      2,038,705

   Provision for loan losses.......................               -0-       20,983              -0-         8,609
                                                       -------------   -------------  -------------   ------------

     Net interest income after
       provision for loan losses...................        3,751,599     4,044,650        1,824,055     2,030,096
                                                       -------------   -----------    -------------   -----------

Noninterest income:................................
   Service fees and charges........................           93,896        74,937           48,275        37,910
   Other ..........................................          161,594       123,355           80,083        60,880
                                                       --------------  -----------    -------------   ------------
                                                             255,490       198,292          128,358        98,790
                                                       --------------  -----------    --------------  ------------
Noninterest expense:
   Compensation and employee benefits..............          968,530       799,296          487,315       420,844
   Occupancy.......................................          166,565       123,735           88,392        58,506
   SAIF deposit insurance premiums.................           65,251       118,658           32,589        58,851
   Advertising.....................................           77,598        65,064           31,078        31,162
   Other ..........................................          381,063       345,390          209,674       199,223
                                                       --------------  -----------    --------------  ------------
                                                           1,659,007     1,452,143          849,048       768,586
                                                       -------------   -----------    --------------  ------------

   Income before provision for income taxes........        2,348,082     2,790,799        1,103,365     1,360,300

Provision for income taxes.........................          800,390       965,965          353,750       467,998
                                                       --------------  -----------    -----------------------------

     Net income....................................        1,547,692     1,824,834          749,615       892,302
                                                       -------------   -----------    -----------------------------

   Other comprehensive income(loss), net of taxes

   Unrealized gain (loss) on securities
     available-for-sale, net.......................        1,252,315      (531,015)         670,307      (252,611)
                                                       -------------   ------------   -------------  --------------

Comprehensive income...............................    $   2,800,007   $ 1,293,819     $  1,419,922       639,691
                                                       -------------   ------------   -------------  --------------

Net income per share of common stock
   Basic...........................................    $         .34   $       .39     $        .17    $      .19
                                                       --------------  -----------    -------------  --------------
   Diluted.........................................    $         .34   $       .38     $        .16    $      .19
                                                       --------------  -----------    -------------  ---------------
</TABLE>


See accompanying notes to consolidated financial statements.

                                        4

<PAGE>



                         LEEDS FEDERAL BANKSHARES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                      Six Months Ended
                                                                                       December 31,
                                                                              2000                      1999
                                                                         -------------             -------------

Cash flows from operating activities:
<S>                                                                    <C>                        <C>
   Net income.................................................         $   1,547,692              $   1,824,834
    Adjustments to reconcile net income to
       net cash provided by operating activities:
   Accretion of loan fees.....................................                26,907                     45,798
   Provision for loan losses..................................                    -0-                    20,983
   Accretion of premiums (discounts) on investment
      securities and mortgage-backed securities, net..........               (18,504)                    (6,765)
   Depreciation...............................................                33,834                     63,834
   Non-cash compensation under stock-based  benefit plans.....                77,454                     73,482
   Increase in accrued interest receivable...................                (96,718)                    (9,352)
   Decrease in income taxes currently payable.................               (71,096)                   (24,773)
   Increase in accrued expenses and other liabilities.........                76,145                    121,423
   Increase (decrease) in unearned loan fees..................               (53,413)                    41,087
   Decrease in prepaid expenses and other assets..............               177,906                     15,570
                                                                         -----------                 ----------

      Net cash provided by operating activities...............             1,700,207                  2,166,121
                                                                         -----------                 ----------

Cash flows from investing activities:
   Purchase of investment securities held-to-maturity.........              (485,240)                (1,700,000)
   Maturities of and principal repayments on
      investment securities held-to-maturity..................             1,342,740                         -0-
   Maturies of securities available-for-sale..................                    -0-                   206,681
   Loan repayments (disbursements), net ......................             4,632,887                (15,414,754)
   Purchase of mortgage-backed securities.....................                    -0-                  (400,000)
   Principal repayments on mortgage-backed securities
      held-to-maturity........................................               773,901                  1,358,145
   Purchases of property and equipment........................               (44,594)                  (323,367)
   Investment in life insurance policies......................              (140,178)                  (122,835)
                                                                       --------------              -------------

      Net cash provided by (used in) investing activities.....             6,079,516                (16,396,130)
                                                                       --------------              -------------

Cash flows from financing activities:
   Net increase in savings accounts...........................             6,310,703                   5,900,925
   Decrease in advance payments by borrowers for taxes,
      insurance and ground rents..............................            (4,244,987)                 (2,767,230)
    Payment of dividends .....................................              (348,556)                   (390,606)
    Purchase of treasury stock ...............................              (120,250)                 (2,681,587)
   Repayment of borrowed funds................................               (48,011)                    (38,813)
                                                                       --------------              -------------

        Net cash provided by financing activities.............             1,548,899                      22,689
                                                                       --------------              -------------

Net increase (decrease) in cash and cash equivalents..........             9,328,622                 (14,207,320)

Cash and cash equivalents at beginning of period..............            23,155,887                  33,010,666
                                                                       -------------               -------------

Cash and cash equivalents at end of period....................         $  32,484,509                $ 18,803,346
                                                                       -------------               -------------

Cash paid during the period for interest
   on deposits and other borrowings...........................         $   7,673,000                $  6,881,000

Cash paid during the period for income taxes..................               871,000                     991,000
</TABLE>

See accompanying notes toconsolidated financial statements.

                                        5

<PAGE>



                         LEEDS FEDERAL BANKSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2000
                                   (Unaudited)

(1)      Basis of Presentation

         The accompanying consolidated financial statements include the accounts
of Leeds Federal  Bankshares,  Inc. (the Company),  its wholly owned subsidiary,
Leeds  Federal  Savings Bank and Leeds  Investment  Corporation,  a wholly owned
subsidiary of Leeds  Federal  Savings  Bank.  Adjustments,  consisting of normal
recurring  adjustments,  which, in the opinion of management are necessary for a
fair  presentation  of financial  position and results of  operations  have been
recorded.  The  financial  statements  have been prepared  using the  accounting
policies  described in the June 30,2000 Annual Report. The results of operations
for the three months and six months ended December 31,2000 , are not necessarily
indicative of the results that may be expected for the entire year.

(2)      Reclassification of Prior Year's Statements

         Certain amounts in the 1999 financial statements have been reclassified
to conform to the 2000 presentation


(3)      Dividends on Common Stock

         On December 13, 2000 the Company  declared a quarterly cash dividend of
$.15 per share.  The  dividends  were  payable to  stockholders  of record as of
January 3, 2001 and were paid on January 16,  2001.  Leeds  Federal  Bankshares,
M.H.C.  (the MHC) , which owns 3,300,000 shares of stock in the Company,  waived
receipt of its quarterly  dividend,  thereby reducing the actual dividend payout
to approximately  $186,000.  The dollar amount of dividends waived by the MHC is
considered as a restriction on the retained earnings of the Company.  The amount
of any  dividend  waived  by the MHC shall be  available  for  declaration  as a
dividend solely to the MHC. At December 31, 2000, the cumulative  amount of such
waived dividends was $10,718,400.

(4)      Net Income per Share of Common Stock

         Basic  earnings per share (EPS) is calculated by dividing net income by
the weighted  average  number of common shares  outstanding  for the  applicable
period.  Diluted  EPS is  calculated  after  adjusting  the  numerator  and  the
denominator  of the  basic  EPS  calculation  for  the  effect  of all  dilutive
potential common shares  outstanding during the period.  Information  related to
the  calculation  of net  income  per share of  common  stock is  summarized  as
follows:













                                        6

<PAGE>
<TABLE>
<CAPTION>




                                                       Three months                       Three months
                                                    Ended December 31,                  Ended December 31,
                                                           2000                                1999
                                                -------------------------          --------------------------

                                                     Basic        Diluted                 Basic       Diluted


<S>                                              <C>           <C>                     <C>        <C>
Net income                                       $ 749,615     $ 749,615               $892,302   $   892,302
                                                 ---------     ---------             ----------   -----------

Weighted-average shares outstanding              4,501,243     4,501,243              4,643,359     4,643,359

Dilutive securities - options                                     56,314                               29,489
                                                               ---------                          -----------

Adjusted weighted-average shares used
     in EPS computation                          4,501,243      4,557,557            4,643,359      4,672,848
                                                ----------     ----------            ----------   -----------

</TABLE>
<TABLE>
<CAPTION>

                                                        Six months                          Six months
                                                    Ended December 31,                  Ended December 31,
                                                           2000                                1999
                                                --------------------------         --------------------------

                                                     Basic        Diluted                 Basic       Diluted


<S>                                             <C>            <C>                   <C>          <C>
Net income                                      $1,547,692     $1,547,692            $1,824,834   $ 1,824,834
                                                ----------     ----------            ----------   -----------

Weighted-average shares outstanding              4,501,243      4,501,243             4,705,623     4,705,623

Dilutive securities - options                                      50,822                              36,726
                                                               ----------                         -----------

Adjusted weighted-average shares used
     in EPS computation                          4,501,243      4,552,065             4,705,623     4,742,349
                                                ----------     -----------            ---------   -----------
</TABLE>

                                        7

<PAGE>



                         LEEDS FEDERAL BANKSHARES, INC.

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

         In addition to historical  information,  this Quarterly Report contains
forward-looking  statements.  The forward-looking  statements  contained in this
document are subject to certain risks and uncertainties  that could cause actual
results  to  differ  materially  from  those  projected  in the  forward-looking
statements.  Important factors that might cause such a difference  include,  but
are not limited to,  those  discussed  in this  section  entitled  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations."
Readers should not place undue reliance on these forward-looking  statements, as
they reflect  management's  analysis as of the date of this report.  The Company
has no  obligation  to update  or revise  these  forward-looking  statements  to
reflect  events or  circumstances  that  occur  after  the date of this  report.
Readers should  carefully  review the risk factors  described in other documents
the Company files from time to time with the Securities and Exchange Commission,
including current reports filed on Form 8-K.

Discussion of Financial Condition Changes from June 30, 2000 to December 31,2000
--------------------------------------------------------------------------------

         Cash on hand and due  from  banks,  interest  bearing  deposits,  other
liquid  investments  and  investment  securities  totaled  approximately  $108.5
million at December 31, 2000, an increase of  approximately  $10.5  million,  or
10.7%, from June 30, 2000.  Mortgage-backed  securities  totaled $7.5 million, a
decrease of $771,000,  or 9.3%, due primarily to repayments of principal.  Loans
receivable  totaled  $214.6  million,  a decrease of $4.6 million,  or 2.1%, due
primarily to a decrease in mortgage originations.

         Deposits  increased  approximately  $6.3  million  to a total of $288.2
million at December  31,  2000.  Such  increase was  primarily  attributable  to
general  market  trends.   The  Company  has  offered  savings  rates  that  are
competitive  with other banks.  However,  it has not relied on brokered funds or
negotiated jumbo certificates to achieve increased deposit levels.

         The Bank is subject to capital  standards which  generally  require the
maintenance  of  regulatory  capital  sufficient  to meet  each of three  tests,
hereinafter  described as the Tier 1 core capital  requirement,  the Tier 1 risk
based  capital  requirement  and the total risk based  capital  requirement.  At
December 31, 2000, the Bank had Tier 1 core capital of $46.6  million,  or 13.8%
of total adjusted  assets,  which was $33.1 million in excess of the requirement
of minimum core capital of $13.5 million, or 4% of total adjusted assets; Tier 1
risk based capital of $46.6 million, or 27.8% of risk weighted assets, which was
$39.9 million in excess of the  requirement of minimum Tier 1 risk based capital
of $6.7 million, or 4% of risk weighted assets; and total risk- based capital of
$49.5  million,  or 29.5% of risk  weighted  assets,  which was $36.1 million in
excess of the  requirement of a minimum total  risk-based  capital of 8% of risk
weighted assets.

Comparison of Operating  Results for Three and Six Month Periods Ended  December
31, 2000 and 1999.

General

         The Company's net income for the three months ended  December 31, 2000,
totaled $750,000,  a decrease of $142,000,  or 15.9% as compared to $892,000 for
the three months ended December 31, 1999,  due  principally to a decrease in net
interest income and an increase in

                                        8

<PAGE>



noninterest   expenses.   Unrealized  gains  on  securities   available-for-sale
increased  $923,000 to $670,000 for the three months ended December 31, 2000, as
compared to the same  period  last year,  as a result of an increase in the fair
value of the Company's investment  securities  available- for-sale,  principally
the  Company's  Federal Home Loan  Mortgage  Corporation  preferred  stock.  The
Company's  net income for the six months  ended  December  31,  2000,  decreased
$277,000 to $1.5  million as  compared  to the same  period in 1999.  Unrealized
gains on securities  available for sale  increased  $1.8 million to $1.3 million
for the six months ended  December 31, 2000, as compared to the same period last
year, as a result of an increase in the fair value of the  Company's  investment
securities available-for-sale.

Net Interest Income

         Interest  income on loans for the three months ended December 31, 2000,
remained  relatively  unchanged at $3.9 million, as compared to the three months
ended December 31, 1999.  The average yield on loans remained  unchanged at 7.1%
for the same periods. Interest income on loans for the six months ended December
31, 2000, totaled $7.7 million, an increase of $164,000, or 2.2%, as compared to
the six months ended December 31, 1999.  Average  balances on loans increased by
$3.4 million, or 1.6%, to $217.9 million,  for the six months ended December 31,
2000, as compared to the six months ended December 31, 1999, while average yield
on loans  remained  relatively  unchanged  at 7.1%.  The increase in the average
balance in loans was the result of increased  loan demand  during the six months
ended December 31, 2000, as compared to the same period last year.

         Interest income on mortgage-backed  securities  decreased by $16,000 to
$145,000  for the three months ended  December 31, 2000,  from  $161,000 for the
three months  ended  December 31,  1999.  The average  yield on  mortgage-backed
securities   increased  to  7.4%,  from  6.9%,  while  the  average  balance  of
mortgage-backed  securities  decreased by $1.5 million to $7.8 million from $9.3
million,  for the three  months ended  December  31, 2000,  compared to the same
period last year.  Interest income on  mortgage-backed  securities  decreased by
$25,000 to $298,000 for the six months ended  December 31, 2000,  as compared to
$323,000 for the prior period,  due principally to a decrease in average balance
of mortgage-backed securities of $1.5 million to $8.0 million from $9.5 million,
offset by an increase  in the average  yield on  mortgage-backed  securities  to
7.5%,  from 6.8%.  The  decreases  in the  average  balance  of  mortgage-backed
securities for the three and six months ended December 31, 2000, were the result
of repayments.  The increase in average yield on mortgage-backed  securities for
the periods was attributable to faster repayments of lower yielding securities.

         Interest  income on investment  securities and  short-term  investments
("Investments")  increased  by  $238,000,  to $1.7  million for the three months
ended  December 31, 2000,  from $1.5 million for the three months ended December
31, 1999.  The average  balance of  Investments  increased  by $10.9  million to
$104.5 million for the three months ended December 31, 2000,  from $93.6 million
for the same period in the prior year,  while yield on Investments  increased to
6.6% from 6.3%.  Interest  income on  Investments  increased by $339,000 to $3.4
million during the six months ended December 31, 2000, from $3.0 million for the
six months ended December 31, 1999. The average balance of Investments increased
by $4.8 million to $102.3  million for the six months  ended  December 31, 2000,
from  $97.5  million  for the same  period in the  prior  year,  while  yield on
Investments  increased to 6.6% from 6.2%.  The  increases in average  balance of
Investments  for the three and six months  ended  December  31,  2000,  were the
result of an increase in the supply of funds to invest in such  securities.  The
increases in average yield on Investments for these periods was due to increases
in market rates on short term investments.

         Total interest expense  increased by approximately  $430,000 during the
quarter  ended  December  31,  2000,  to $3.9  million from $3.5 million for the
quarter ended December 31, 1999.

                                        9

<PAGE>



This  increase  was the result of an  increase  in average  balances of interest
bearing liabilities  outstanding to $286.1.  million from $279.8 million,  while
average rates paid on deposits  increased to 5.4%, from 5.0%. For the six months
ended December 31, 2000,  total interest  expense  increased by $792,000 to $7.7
million,  from $6.9  million for the six months ended  December  31,  1999.  The
increase was the result of an increase in average  balances of interest  bearing
liabilities  outstanding  to $285.5 million from $278.4  million,  while average
rates paid on deposits  increased  to 5.4% from 4.9%.  The  increases in average
balance on interest bearing liabilities outstanding for the three and six months
ended  December 31, 2000, as compared to the same periods last year,  was due to
increased  customer  deposits,  while the  increase  in  average  rates  paid on
deposits for these periods was due to general market conditions.

         As a result of the foregoing  changes,  the increase in interest income
was more than offset by an increase in interest expense  resulting in a decrease
in net interest  income of $215,000,  or 10.5%, to $1.8 million during the three
months ended  December 31,  2000,  as compared to $2.0 million  during the three
months ended  December 31, 1999.  During the six months ended December 31, 2000,
net interest  income  decreased by $314,000,  or 7.7%, to $3.8 million from $4.1
million for the same period in the previous year.

Provision for Loan Losses

         The Bank had no provision  for loan losses for the three and six months
ended  December 31,  2000,  compared to $9,000 and $21,000 for the three and six
months ended  December  31,  1999.  The  allowance  for loan  losses,  which was
$743,000 and $742,000 at December 31, 2000 and June 30, 2000,  respectively,  is
established in accordance  with  generally  accepted  accounting  principles and
exists to absorb  known  and  inherent  losses  in the  Company's  overall  loan
portfolio.  In addition to historical  loss  experience,  the Company  considers
other  factors  that are likely to cause  credit  losses,  including  changes in
economic and business  conditions  and  developments,  changes in the nature and
volume of the portfolio,  trends in the level of past due and classified  loans,
and the status of nonperforming loans. Based on management's review and analysis
of the allowance for loan losses as of December 31, 2000,  management considered
the allowance for loan losses to be adequate.

Noninterest Income

         Noninterest income increased $29,000 to $128,000,  from $99,000 for the
three months ended  December  31,  2000.  For the six months ended  December 31,
2000, noninterest income increased to $255,000, from $198,000 for the six months
ended December 31, 1999. The increases were primarily the result of increases in
income from life insurance contracts and increases in service fee income.

Noninterest Expense

         Noninterest  expense for the three  months  ended  December  31,  2000,
increased by $80,000 to $849,000,  from  $769,000,  compared to the three months
ended December 31, 1999. Compensation and employee benefits increased $66,000 to
$487,000  for the three months ended  December 31, 2000,  from  $421,000 for the
same period last year,  due to additional  staffing  related to the opening of a
branch,  and an increase in the noncash charge to expense for ESOP shares earned
due to an increase in the market price of the  Company's  stock.  Occupancy  and
other expenses increased by $40,000 for the quarter ended December 31, 2000, due
to an  increase  in  expenses  associated  with  the new  branch.  SAIF  deposit
insurance premiums decreased $26,000 to $33,000,  for the quarter ended December
31,  2000,  from  $59,000 for the same  period last year.  During the six months
ended December 31, 2000,  noninterest expense increased  $207,000,  or 12.2%, to
$1.7 million, from $1.5 million, compared to the six months ended

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<PAGE>



December 31, 1999. This increase was due to increased compensation costs, higher
levels of advertising,  and increased occupancy expenses associated with the new
branch, partially offset by a decrease in SAIF deposit insurance premiums.

Provision for Income Taxes

         Provision  for income  taxes for the three  months  ended  December 31,
2000, totaled $354,000, compared to $468,000 for the three months ended December
31, 1999.  For the six months ended  December 31, 2000, the provision for income
taxes totaled  $800,000,  as compared to $966,000 for the same period last year.
The effective  income tax rate for the three months ended December 31, 2000, was
32.1%,  compared to 34.4% for the three months ended  December 31, 1999,  due to
the recognition of an income tax benefit at the Bank level. The effective income
tax rate for the six months  ended  December 31,  2000,  was 34.1%,  compared to
34.6% for the six months ended December 31, 1999.

Classified Loans

         There  were three  loans  totaling  $31,000  which were 90 or more days
delinquent  but still  accruing at December 31, 2000,  and no such loans at June
30, 2000. Loans 90 or more days delinquent and not accruing totaled $2.5 million
at December 31, and June 30, 2000. At December 31, 2000,  the Company had a $2.5
million loan which matured in June,  1998,  and has not been repaid.  Management
has  obtained  an  appraisal,  and based on the  appraisal  and  other  factors,
believes the Company will not incur a material loss on this loan.

Liquidity

         The Company is required to maintain  levels of liquid assets as defined
by Office of Thrift Supervision regulations. This requirement, which varies from
time to time  (currently  set at 4%)  depending  upon  economic  conditions  and
deposit flows, is based upon a percentage of deposits and short-term borrowings.
The Company's  liquidity ratio averaged 37.87% during the quarter ended December
31, 2000, and equaled 38.58% at December 31, 2000.

Stock Repurchase Plan

         As of December 31, 2000, the Company has repurchased  667,416 shares of
its common stock in connection  with its  repurchase  plan.  The Company has the
Board's  authorization  to repurchase an  additional  356,025  shares as, in the
opinion of management, market conditions warrant.
















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<PAGE>



PART II.  OTHER INFORMATION

Legal Proceedings

         The Company is not involved in any  litigation,  nor is it aware of any
pending  litigation,  other  than  legal  proceedings  incidental  to the Bank's
business.  In the opinion of  management,  no material loss is expected from any
such claims or lawsuits.

Submission of Matters to a Vote of Security-Holders

(A) On October 25, 2000, the Company held its annual meeting of stockholders.

(B) At the annual meeting  Directors  Hartman and McCleary were elected to three
 year terms. The following table shows the terms of all directors.

         Director's Name                           Term Began     Term Expires
------------------------------------------------------------------------------
         John F. Amer                                  1998           2001
         Gordon E. Clark                               1999           2002
         John F. Doyle                                 1999           2002
         Raymond J. Hartman, Jr.                       2000           2003
         Joan H. McCleary                              2000           2003
         Marguerite E. Wolf                            1998           2001

(C) There were  present at the Annual  Meeting in person or by proxy the holders
of 4,303,669 votes, said votes constituting a majority and more than a quorum of
the outstanding votes entitled to be cast.

The  stockholders  acted on the  following  two  matters at the Annual  Meeting,
approving each. Set forth below are the results of the  stockholder  vote on the
matters considered at the Annual Meeting.

         (1)      The following directors were elected by the stockholders to
                  serve for three year terms:
                                                      Votes For         Withheld

                  Raymond J. Hartman, Jr.             4,302,969           15,137
                  Joan H. McCleary                    4,302,969           15,137

         (2) The  appointment  of KPMG LLP to be the Company's  auditors for the
         fiscal year ending June 30, 2001, was approved as follows:

                                                            For          Against
                  Number of Votes                     4,303,669            5,650

Exhibits and Reports on Form 8-K

No Form 8-K reports were filed during the quarter.







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<PAGE>



Changes in Securities

         None

Defaults Upon Senior Securities

         None

 .













































                                       13

<PAGE>











SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this  report to be signed by the  undersigned
thereunto duly authorized.



                                              LEEDS FEDERAL BANKSHARES, INC.


Date:    February 12, 2001                  By:  \s\Gordon E. Clark
                                                 -------------------------------
                                                 Gordon E. Clark
                                                 President and Chief Executive
                                                 Officer


Date:    February 12, 2001                  By:  \s\Kathleen Trumpler
                                                 -------------------------------
                                                 Kathleen Trumpler
                                                 Treasurer and Chief Financial
                                                 Officer





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