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, 2001

[ ]      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

     Indicate  by check mark  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 4,538,181 shares
of the Registrant's common stock outstanding as of February 12, 2002.







                                        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, 2001
   (unaudited), and June 30, 2001                                              3

  Consolidated Statements of Income and Comprehensive Income (unaudited)
   for the three and six months ended December 31, 2001 and 2000               4

  Consolidated Statements of Cash Flows (unaudited) for the six months
   ended December 31, 2001 and 2000                                            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                                                   13







                                        2

<PAGE>



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


<TABLE>
<CAPTION>
                                                                           December 31
                                                                              2001                  June 30,
                                                                           (unaudited)                2001
                                                                           ----------               --------
Assets
    Cash:
<S>                                                                      <C>                    <C>
    On hand and due from banks..................................         $   6,099,836          $    4,817,724
    Interest-bearing deposits...................................             2,266,082               2,198,218
    Short-term investments........................................          95,975,931              35,334,058
    Secured short-term loans to commercial banks..................           6,624,256              16,225,333
    Investment securities held-to-maturity........................          20,992,675              60,518,903
    Securities available-for-sale.................................           4,528,533              5, 802,094
    Mortgage backed securities held-to-maturity...................          34,470,110              20,021,025
    Loans receivable, net.........................................         233,595,091             217,182,587
    Investment in Federal Home Loan Bank
      of Atlanta stock, at cost...................................           2,187,200               2,187,200
    Property and equipment, net...................................           2,137,162               2,205,229
    Cash surrender value of life insurance........................           7,252,146               7,023,712
    Accrued interest receivable...................................           1,445,264               2,236,760
   Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . .   2,550,400               2,540,127
    Prepaid expenses and other assets.............................             172,752                 207,267
                                                                               -------                -------

                                                                          $420,297,438            $378,500,237
                                                                          ------------             -----------
Liabilities and Stockholders' Equity

Liabilities:
   Savings accounts...............................................        $363,995,995           $ 320,470,865
   Borrowed funds-- Employee
      Stock Ownership Plan........................................             170,274                 274,123
   Advance payments by borrowers for taxes,
      insurance and ground rents..................................             940,344               3,515,261
   Federal and state income taxes:
      Currently payable...........................................             251,923                 218,075
      Deferred....................................................           1,152,181               1,219,523
   Accrued expenses and other liabilities.........................           2,036,100               1,913,349
                                                                            ----------               ---------

      Total liabilities...........................................         368,546,817             327,611,196
                                                                           -----------             -----------

Stockholders' equity:
   Common stock, $1 par value: 20,000,000
      shares authorized:  5,205,597 shares issued.................           5,205,597               5,205,597
   Additional paid-in capital ....................................           9,839,788               9,667,133
   Unearned employee stock ownership plan shares..................            ( 73,043)               (180,672)
   Retained income, substantially restricted......................          42,437,959              41,750,444
   Treasury stock at cost: 667,416 shares. . . . . . . . . . . . . . . .    (8,336,969)             (8,336,969)
   Accumulated other comprehensive income.........................           2,677,289               2,783,508
                                                                             ---------           -------------

      Total stockholders' equity............................                51,750,621              50,889,041
                                                                            ----------           -------------
                                                                          $420,297,438           $ 378,500,237
                                                                          ------------           -------------

</TABLE>




See accompanying notes to consolidated financial statements.

                                        3

<PAGE>



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

<TABLE>
<CAPTION>


                                                              Three Months Ended      Six Months Ended
                                                               December 31,              December 31
                                                       ------------------------------------------------------
                                                            2001            2000            2001       2000
                                                         ----------      ----------      ---------  ---------

Interest income:
<S>                                                    <C>               <C>           <C>           <C>
   First mortgage and other loans..................    $  4,088,989      $ 3,850,986   $8,036,153    $7,743,882
   Mortgage-backed securities .....................         549,073          144,806      966,996       298,008
   Investment securities and short-term
     investments...................................       1,027,818        1,718,346    2,602,994     3,382,277
                                                       ------------        ---------   ----------     ---------

   Total interest income...........................       5,665,880        5,714,138   11,606,143    11,424,167
                                                       ------------        ---------   ----------    ----------

Interest expense:..................................
   Savings accounts. . . . . . . . . . . . . . . ..       4,304,377        3,881,639    8,625,606     7,655,217
   Other  .........................................           2,103            8,444        5,682        17,351

   Total interest expense..........................       4,306,480        3,890,083    8,631,288     7,672,568
                                                          ---------        ---------    ---------     ---------

   Net interest income.............................        1,359,400       1,824,055    2,974,855     3,751,599

   Provision for loan losses.......................               -0-             -0-          -0-           -0-
                                                           ---------       ----------   ----------    ----------
     Net interest income after
       provision for loan losses...................        1,359,400       1,824,055    2,974,855      3,751,599
                                                           ---------       ---------    ---------      ---------

Noninterest income:................................
   Service fees and charges....................                60,340         48,275      114,890         93,896
   Other ..........................................           156,636         80,083      252,725        161,594
                                                           ----------      ---------     --------        -------
                                                              216,976        128,358      367,615        255,490
                                                           ----------      ---------      -------        -------
Noninterest expense:
   Compensation and employee benefits..............           585,164        487,315    1,111,641        968,530
   Occupancy.......................................                76         88,392      152,868        166,565
   SAIF deposit insurance premiums.................            34,601         32,589       68,442         65,251
   Advertising.....................................            35,037         31,078       61,983         77,598
   Other ..........................................           265,041        209,674      587,803        381,063
                                                            ---------        -------    --=------     ----------
                                                              996,361        849,048    1,982,737      1,659,007
                                                            ---------        -------    ---------     ----------

   Income before provision for income taxes........           580,015      1,103,365    1,359,733      2,348,082


Provision for income taxes.........................           115,850        353,750      311,848        800,390
                                                       ---------------      --------    ---------     ----------

     Net income....................................            464,165       749,615    1,047,885      1,547,692
                                                       ---------------       -------    ---------     ----------

   Other comprehensive income(loss), net of taxes:

   Unrealized gain (loss) on securities
     available-for-sale, net.......................             11,824       670,307      (106,219)    1,252,315
                                                       ----------------     --------      ---------   ----------

Comprehensive income...............................     $      475,989  $1,419,922       $ 941,666    $2,800,007
                                                       --------------- -----------       ---------    ----------

Net income per share of common stock...............
   Basic...........................................    $        .10    $        .17      $      .2    $      .34
                                                       ------------    ------------      ----------   ----------
   Diluted.........................................    $        .10    $        .16      $     .34           .23
                                                       ------------    ------------      ----------   ----------
</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,
                                                                              2001                      2000
                                                                         -------------             -------------

Cash flows from operating activities:
<S>                                                                    <C>                          <C>
   Net income.................................................         $    1,047,885               $ 1,547,692
    Adjustments to reconcile net income to
       net cash provided by operating activities:
   Accretion of loan fees.....................................                102,916                    26,907
      Accretion of premiums (discounts) on investment
      securities and mortgage-backed securities, net..........                (18,793)                  (18,504)
   Depreciation...............................................                 78,560                    33,834
   Non-cash compensation under stock-based  benefit plans                     280,284                    77,454
   Decrease (increase) in accrued interest receivable........                 791,496                   (96,718)
   Increase (decrease) in income taxes currently payable......                 33,848                   (71,096)
   Increase in accrued expenses and other liabilities.........                122,751                    76,145
   Increase (decrease) in unearned loan fees..................                157,268                   (53,413)
   Decrease  in prepaid expenses and other assets.............                 24,242                   177,906
                                                                         ------------               ------------

      Net cash provided by operating activities...............              2,620,457                 1,700,207
                                                                         ------------               ------------

Cash flows from investing activities:
   Purchase of investment securities held-to-maturity.........            (11,100,000)                  (485,240)
   Maturities of and principal repayments on
      investment securities held-to-maturity..........                     50,640,966                 1, 342,740
   Maturities of securities available-for-sale. . . . . . . . .             1,100,000                         -0-
      Loan repayments (disbursements), net ...................            (16,672,688)                 4,632,887
   Purchase of mortgage-backed securities held-to-maturity....            (17,798,055)                        -0-
   Principal repayments on mortgage-backed securities
      held-to-maturity........................................              3,353,025                    773,901
   Purchases of property and equipment........................                (10,493)                   (44,594)
   Investment in life insurance policies......................               (228,434)                  (140,178)
                                                                         -------------                -----------

      Net cash provided by  investing activities..............              9,284,321                  6,079,516
                                                                         -------------               ------------

Cash flows from financing activities:
   Net increase in savings accounts...........................             43,525,130                  6,310,703
   Decrease in advance payments by borrowers for taxes,
      insurance and ground rents..............................             (2,574,917)                (4,244,987)
    Payment of dividends .....................................               (360,370)                  (348,556)
    Purchase of treasury stock ...............................                     -0-                 ( 120,250)
      Repayment of borrowed funds.............................               (103,849)                   (48,011)
                                                                          ------------              ------------

        Net cash provided by  financing activities............              40,485,994                 1,548,899
                                                                           -----------              -------------

Net increase  in cash and cash equivalents....................              52,390,772                  9,328,622

Cash and cash equivalents at beginning of period..............              58,575,333                 23,155,887
                                                                         -------------               ------------

Cash and cash equivalents at end of period....................            $110,966,105               $ 32,484,509
                                                                          ------------               ------------

Cash paid during the period for interest
   on deposits and other borrowings...........................            $ 8,631,000                $  7,673,000

Cash paid during the period for income taxes..................            $   278,000                $    871,000

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

                                        5

<PAGE>



                         LEEDS FEDERAL BANKSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31 2001
                                   (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 (the Bank),  and Leeds  Investment  Corporation,  a wholly
owned  subsidiary  of the 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, 2001 Annual Report.  The results of operations for the
six months ended  December  31,  2001,  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 2000 financial  statements have been reclassified to
conform to the 2001 presentation.

(3)      Dividends on Common Stock

     On December 19, 2001,  the Company  declared a quarterly  cash  dividend of
$.15 per share.  The  dividends  were  payable to  stockholders  of record as of
January 4, 2002 and were paid on January 16,  2002.  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, 2001, the cumulative  amount of such
waived dividends was $12,698,400.

(4)      Real Estate Owned

     At December 31, 2001, the Company had Real Estate Owned of $2.55 million. A
public sale of the property was held on November 2, 2001.  However,  to date the
purchaser has not settled on the contract. The Company's counsel is pursuing all
possible options in completing the  transaction.  There can be no assurance that
the sale will close.

(5)      Recent Developments

     An  application  has been  filed  with the  Office  of  Thrift  Supervision
concerning the announced  acquisition of the Company by Northwest Bancorp,  Inc.
It is expected that the  transaction  will be completed in the second quarter of
2002, subject to stockholder and regulatory approval.

(6)      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  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,
                                                           2001                                2000
                                               ---------------------------------    -----------------------------

                                                    Basic          Diluted             Basic          Diluted
                                                 -----------    -----------         -----------    -----------


<S>                                              <C>              <C>                  <C>         <C>
Net income                                       $ 464,165        $ 464,165            $749,615    $749,615
                                                 ---------        ---------            --------    --------

Weighted-average shares outstanding               4,521,709       4,521,709           4,501,243      4,501,243

Dilutive securities - options                                      103,673                              56,314
                                                                ----------                         -----------

Adjusted weighted-average shares used
     in EPS computation                           4,521,709       4,625,382           4,501,243    4,557,557
                                                 ----------      ----------           ---------    ---------


                                                         Six months                         Six months
                                                     Ended December 31,                Ended December 31,
                                                            2001                               2000
                                                 --------------------------         --------------------------

                                                    Basic          Diluted             Basic          Diluted
                                                 -----------    -----------         -----------    -----------


Net income                                       $1,047,885     $1,047,885           $1,547,692    $1,547,692
                                                 ----------     ----------           ----------    ----------

Weighted-average shares outstanding                4,521,709      4,521,709           4,501,243    4,501,243

Dilutive securities - options                                        98,852                           50,822
                                                                -----------                      -----------

Adjusted weighted-average shares used
     in EPS computation                           4,521,709       4,620,561           4,501,243    4,552,065
                                                 ----------     -----------           ---------    ---------
</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, 2001 to December 31,2001
--------------------------------------------------------------------------------

     Cash  on  hand  and  due  from  banks,  interest  bearing  deposits,  other
short-term  investments and investment  securities totaled  approximately $138.7
million at December 31, 2001, an increase of  approximately  $11.6  million,  or
9.1%, from June 30, 2001.  Mortgage-backed  securities totaled $34.5 million, an
increase  of  $14.5  million,  or  72.5%,  due  primarily  to  purchases  of new
mortgage-backed securities. Loans receivable totaled $233.6 million, an increase
of $16.4 million, or 7.6%, due primarily to increased mortgage originations.

     Deposits  increased  approximately  $43.5 million,  or 13.6%, to a total of
$364.0  million at December 31, 2001,  compared to June 30, 2001.  Such increase
was primarily  attributable  to general market  trends.  The Company has offered
savings rates that are competitive with other financial  institutions.  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, 2001, the Bank had Tier 1 core capital of $48.4  million,  or 11.6%
of total adjusted  assets,  which was $31.8 million in excess of the requirement
of minimum core capital of $16.6 million, or 4% of total adjusted assets; Tier 1
risk-based capital of $48.4 million, or 18.9% of risk-weighted assets, which was
$38.1 million in excess of the requirement of minimum Tier 1 risk-based  capital
of $10.3 million,  or 4% of risk-weighted  assets; and total risk- based capital
of $51.1 million, or 19.9% of risk-weighted  assets,  which was $30.6 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, 2001 and 2000.

General

     The  Company's  net income for the three  months  ended  December 31, 2001,
totaled $464,000,  a decrease of $286,000,  or 38.1% as compared to $750,000 for
the three months ended December 31, 2000, due principally to a decrease in net

                                        8

<PAGE>



interest income and an increase in noninterest  expenses.  Unrealized gains on
securities  available-for-sale  decreased  $658,000 to $12,000 for the three
months ended December 31, 2001, as compared to $670,000 for the same period last
year,  as a result of a decrease 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,  2001,
decreased  $500,000 to $1.0  million as  compared  to $1.5  million for the same
period in 2000.  Unrealized  gains  (losses)  on  securities  available-for-sale
decreased $1.4 million to ($106,000) for the six months ended December 31, 2001,
as  compared to $1.3  million  for the same  period last year,  as a result of a
decrease   in  the  fair   value   of  the   Company's   investment   securities
available-for-sale.

Net Interest Income

     Interest income on loans increased $238,000,  to $4.1 million for the three
months ended  December 31, 2001, as compared to the three months ended  December
31,  2000.  Average  balances on loans  increased  by $14.6  million,  while the
average yield on loans remained unchanged at 7.1%.  Interest income on loans for
the six months ended  December 31, 2001,  totaled $8.0  million,  an increase of
$292,000,  or 3.8%,  as  compared to the six months  ended  December  31,  2000.
Average balances on loans increased by $9.1 million, or 4.2%, to $227.0 million,
for the six months ended  December 31, 2001, as compared to the six months ended
December 31, 2000, while average yield on loans remained relatively unchanged at
7.1%.  The  increases  in the  average  balances  of loans  were the  result  of
increased  loan demand during the three and six months ended  December 31, 2001,
as compared to the same periods last year.

     Interest income on  mortgage-backed  securities  increased by $404,000,  to
$549,000  for the three months ended  December 31, 2001,  from  $145,000 for the
three  months  ended  December  31,  2000.   Average  yield  on  mortgage-backed
securities   decreased  to  6.4%,  from  7.4%,  while  the  average  balance  of
mortgage-backed securities increased by $26.6 million to $34.4 million from $7.8
million,  for the three  months ended  December  31, 2001,  compared to the same
period last year.  Interest income on  mortgage-backed  securities  increased by
$669,000, to $967,000 for the six months ended December 31, 2001, as compared to
$298,000 for the prior  period,  due  principally  to an increase in the average
balance of  mortgage-backed  securities  of $21.6  million to $29.6 million from
$8.0 million, while the average yield on mortgage-backed securities decreased to
6.5%,  from 7.5%.  The  increases  in the average  balances  of  mortgage-backed
securities for the three and six months ended December 31, 2001, were the result
of purchases of  mortgage-backed  securities.  The decreases in average yield on
mortgage-backed  securities  for the periods were  attributable  to decreases in
market interest rates.

     Interest  income  on  investment  securities  and  short-term   investments
("Investments")  decreased  by  $691,000,  to $1.0  million for the three months
ended  December 31, 2001,  from $1.7 million for the three months ended December
31, 2000.  The average  balance of  Investments  increased  by $25.4  million to
$129.9 million for the three months ended December 31, 2001, from $104.5 million
for the same period in the prior year,  while yield on Investments  decreased to
3.2% from 6.6%.  Interest  income on  Investments  decreased by $779,000 to $2.6
million during the six months ended December 31, 2001, from $3.4 million for the
six months ended December 31, 2000. The average balance of Investments increased
by $25.2 million to $127.5  million for the six months ended  December 31, 2001,
from  $102.3  million  for the same  period in the prior  year,  while  yield on
Investments  decreased to 4.1% from 6.6%.  The increases in average  balances of
Investments  for the three and six months  ended  December  31,  2001,  were the
result of an increase in the supply of funds to invest in such  securities.  The
decreases in average yield on Investments  for these periods were due in part to
approximately $49.6 million of the Company's investment in callable securities

                                        9

<PAGE>



being called during the fiscal year and  management's  decision to reinvest
the proceeds of such  securities in short term liquid  securities in the current
low interest rate environment.

     Total interest expense increased by approximately  $416,000 to $4.3 million
for the quarter ended December 31, 2001, from $3.9 million for the quarter ended
December  31,  2000.  This  increase  was the result of an  increase  in average
balances of interest  bearing  liabilities  outstanding to $353.9.  million from
$286.1  million,  while average rates paid on deposits  decreased to 4.9%,  from
5.4%.  For the six months  ended  December  31,  2001,  total  interest  expense
increased  by $959,000  to $8.6  million,  from $7.7  million for the six months
ended  December 31, 2000.  The increase was the result of an increase in average
balances of interest  bearing  liabilities  outstanding  to $342.4  million from
$285.5  million,  while  average  rates paid on deposits  decreased to 5.0% from
5.4%.  The  increases  in  average  balances  of  interest  bearing  liabilities
outstanding for the three and six months ended December 31, 2001, as compared to
the same periods last year, were due to increased customer  deposits,  while the
decreases  in  average  rates  paid on  deposits  for these  periods  were due a
decrease  in market  interest  rates.  The  decrease  in average  rates paid was
mitigated  by a  $50.3  million  increase  in an  account  type  that  permitted
additions  at a  specified  yield  during  a term of 18  months.  The  Bank  has
discontinued this type of deposit account.

     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  $465,000,  or 25.5%,  to $1.4 million  during the three
months ended  December 31,  2001,  as compared to $1.8 million  during the three
months ended  December 31, 2000.  During the six months ended December 31, 2001,
net interest income  decreased by $777,000,  or 20.7%, to $3.0 million from $3.8
million for the same period in the previous year.

Provision for Loan Losses

     The Bank made no  provision  for loan  losses  for the three and six months
ended  December 31, 2001 and 2000.  The  allowance  for loan  losses,  which was
$730,000 and $732,000 at December 31, 2001 and June 30, 2001,  respectively,  is
established in accordance  with  generally  accepted  accounting  principles and
represents  management's  best  estimate  of 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, 2001,
management considered the allowance for loan losses to be appropriate.

Noninterest Income

     Noninterest  income  increased  $89,000 to  $217,000,  for the three months
ended  December 31, 2001,  from $128,000 for the three months ended December 31,
2000. For the six months ended December 31, 2001,  noninterest  income increased
to  $368,000,  from  $255,000 for the six months  ended  December 31, 2000.  The
increases  were  primarily the result of increases in income from life insurance
policies and increases in service fee income.







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Noninterest Expense

     Noninterest  expense increased by $147,000 to $996,000 for the three months
ended December 31, 2001, from $849,000,  for the three months ended December 31,
2000.  Compensation and employee benefits  increased $98,000 to $585,000 for the
three months ended  December  31, 2001,  from  $487,000 for the same period last
year, due to higher noncash Employee Stock Ownership Plan  compensation  expense
resulting from an increase in the Company's  stock price and additional  funding
to the Directors' Retirement Plan do to the death of a director.  Other expenses
increased $55,000 to $265,000 for the three months ended December 31, 2001, from
$210,000  for the three  months ended  December  31,  2000,  principally  due to
expenses  incurred in connection  with the  announced  merger  discussed  below.
During the six months ended  December 31, 2001,  noninterest  expense  increased
$324,000 to $2.0 million for the six months ended  December 31, 2001,  from $1.7
million for the six months ended  December 31, 2000.  This increase was also due
to increased compensation costs and other expenses.

Provision for Income Taxes

     The  provision  for income taxes for the three  months  ended  December 31,
2001, totaled $116,000, compared to $354,000 for the three months ended December
31, 2000.  For the six months ended  December 31, 2001, the provision for income
taxes totaled  $312,000,  as compared to $800,000 for the same period last year.
The effective  income tax rate for the three months ended December 31, 2001, was
20.0%,  compared to 32.1% for the three  months ended  December  31,  2000.  The
effective income tax rate for the six months ended December 31, 2001, was 22.9%,
compared  to 34.1%  for the six  months  ended  December  31,  2000.  The  lower
effective  tax rates in 2001  reflect  the  treatment  of the  increase  in cash
surrender value of life insurance as a permanent difference.

Classified Assets

     There  were  three  loans  totaling  $34,000  which  were 90 or  more  days
delinquent  but still  accruing at December  31,  2001;  the Company had no such
loans at June  30,  2001.  Loans 90 or more  days  delinquent  and not  accruing
totaled $37,000 at December 31, 2001. There were no such loans at June 30, 2001.
At December 31, 2001,  the Company had real estate owned totaling $2.55 million.
A public sale for the  property was held on November 2, 2001.  However,  to date
the purchaser has not settled on the contract. The Company's counsel is pursuing
all possible options in completing the  transaction.  There can be no assurances
that the sale will close.

Liquidity

     The Bank is  required to maintain  levels of liquid  assets,  as defined by
Office of Thrift Supervision regulations,  to support safe and sound operations.
The Bank's  liquidity ratio averaged 59.4% during the quarter ended December 31,
2001, and equaled 49.6% at December 31, 2001.

Stock Repurchase Plan

     As of December 31, 2001, 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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Merger Application

     An  application  has been  filed  with the  Office  of  Thrift  Supervision
concerning  the  previously  announced  acquisition  of the Company by Northwest
Bancorp,  Inc. It is expected  that the  transaction  will be  completed  in the
second quarter of 2002, subject to stockholder and regulatory approval.




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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  November  14,  2001,  the  Company  held  its  annual  meeting  of
stockholders.

     (B) At the annual  meeting  Directors  Amer and Wolf 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                          2001                  2004
  Gordon E. Clark                       1999                  2002
  Raymond J. Hartman, Jr.               2000                  2003
  Joan H. McCleary                      2000                  2003
  Marguerite E. Wolf                    2001                  2004

     (C) There  were  present  at the  Annual  Meeting in person or by proxy the
holders of 4,282,622 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

  John F. Amer                     4,269,322                        13,300
  Joan H. McCleary                 4,269,322                        13,300

     (2) The appointment of KPMG LLP to be the Company's auditors for the fiscal
year ending June 30, 2002, was approved as follows:

                                        For            Against

 Number of Votes                    4,267,330           3,817

Exhibits and Report on Form 8-K

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

Changes in Securities

None

Defaults Upon Senior Securities

None

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                                   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 13, 2002                     /s/ Gordon E. Clark
                                           ------------------------------------
                                           Gordon E. Clark
                                           President and Chief Executive Officer



Date February 13, 2002                     /s/ Kathleen Trumpler
                                           -------------------------------------
                                           Kathleen Trumpler
                                           Treasurer and Chief Financial Officer




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