SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20552
                           ---------------------------
                                   FORM 10-QSB
(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
    For the quarterly period ended March 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

     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 4,605,531 shares
of the Registrant's common stock outstanding as of April 1, 2000.








<PAGE>









                          LEEDS FEDERAL BANKSHARES, INC.

                                      INDEX


                                                                            PAGE
PART I.  FINANCIAL INFORMATION

  Item 1.  Financial Statements

      Consolidated Statements of Financial Condition as of March 31, 2000
            (unaudited), and June 30, 1999                                     1

      Consolidated Statements of Income and Comprehensive Income (unaudited)
            for the three months and nine months ended March, 2000 and 1999    2


      Consolidated Statements of Cash Flows (unaudited) for the nine months
            ended March 31, 2000 and 1999                                      3

      Notes to Consolidated Financial Statements (unaudited)                   5


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



PART II.  OTHER INFORMATION                                                   12






<PAGE>


PART I. FINANCIAL INFORMATION

         Item 1. Financial Statements

                          LEEDS FEDERAL BANKSHARES,INC.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

<TABLE>
<CAPTION>

                                                                                         March 31,                   June 30,
                                                                                           2000                        1999
                                                                                           -----                       ----
                                                                                        (unaudited)                 (audited)

Assets

    Cash:
<S>                                                                                      <C>                         <C>
         On hand and due from banks                                                      $2,257,561                  5,093,316
         Interest-bearing deposits                                                        1,908,604                  4,964,126
    Short-term investments                                                                8,818,857                 12,941,254
    Secured short-term loans to commercial banks                                          6,268,122                 10,011,970
    Investment securities, net (held to maturity)                                        67,478,320                 66,167,181
    Investment securities, net (available for sale)                                       5,511,359                  6,551,478
    Mortgage backed securities, net (held to maturity)                                    8,677,791                 10,008,111
    Loans receivable, net                                                               218,336,144                203,886,170
    Investment in Federal Home Loan Bank of Atlanta stock, at cost                        2,187,200                  1,935,700
    Property and equipment, net                                                           2,026,255                  1,484,620
    Cash surrender value of life insurance                                                6,617,448                  6,399,473
    Accrued interest receivable                                                           2,035,933                  1,994,604
    Prepaid expenses and other assets                                                       414,094                    204,020
                                                                                           --------                    -------

          Total assets                                                                 $332,537,688                331,642,023
                                                                                      -------------                -----------


Liabilities and Stockholders' Equity

Liabilities:
    Savings accounts                                                                   $278,590,512                274,625,611
    Borrowed funds-Employee Stock Ownership Plan                                            408,000                    470,813
    Advance payments by borrowers for taxes, insurance and ground rents                   3,706,940                  5,203,532
    Federal and state income taxes:
           Currently payable                                                                 21,731                    107,577
           Deferred                                                                         995,843                  1,393,803
   Accrued expenses and other liabilities                                                 1,646,828                  1,336,275
                                                                                       ------------                -----------
         Total liabilities                                                              285,369,854                283,137,611
                                                                                       ------------                -----------

   Stockholders' Equity:
         Common Stock $1 par value:
           20,000,000 shares authorized; 5,205,597 shares
           and 5,195,597 shares issued and outstanding                                    5,205,597                  5,195,597
         Additional paid-in capital                                                       9,469,158                  9,367,161
         Employee stock ownership plan                                                     (317,145)                  (390,682)
         Treasury stock, at cost,(600,066 shares and 331,941 shares)                     (7,612,163)                (4,740,869)
         Retained income, substantially restricted                                       38,725,658                 36,734,317
         Accumulated other comprehensive income                                           1,696,729                  2,338,888
                                                                                         ----------                  ---------

         Total stockholders' equity                                                      47,167,834                 48,504,412
                                                                                      -------------                -----------

                                                                                       $332,537,688                331,642,023
                                                                                       ------------                -----------
</TABLE>

See accompanying notes to consolidated financial statements.






<PAGE>

<TABLE>
<CAPTION>

                                                LEEDS FEDERAL BANKSHARES, INC.
                                  Consolidated Statements of Income and Comprehensive Income
                                                          (unaudited)


                                                          Nine Months                                   Three Months
                                                        Ended March 31,                                Ended March 31,

                                                     2000                   1999                   2000                   1999
                                                     ====                   ====                   ====                   ====

Interest income:
<S>                                                <C>                     <C>                     <C>                     <C>
     First mortgage and other loans                $11,454,069             10,837,239              3,874,397               3,530,935
     Mortgage-backed securities                        482,172                733,143                158,713                 208,634
     Investment securities and short term
     investments                                     4,552,025              3,992,352              1,508,304               1,409,245
                                                   -----------             ----------             ----------              ---------
     Total interest income                          16,488,266             15,562,734              5,541,414               5,148,814
                                                  ------------            -----------             ----------              ---------
Interest expense:
     Savings accounts                               10,322,212              9,645,274              3,459,233               3,235,966
     Other                                              27,491                 30,156                  9,251                   9,069
                                                   -----------                -------                -------                 ------

     Total interest expense                         10,349,703              9,675,430              3,468,484               3,245,035
                                                   -----------             ----------             ----------              ---------

     Net interest income                             6,138,563              5,887,304              2,072,930               1,903,779

Provision for loan losses                               20,983                 30,916                    -0-                     -0-
                                                    ----------             ----------             ----------               ---------
     Net interest income after provision
     for loan losses                                 6,117,580              5,856,388              2,072,930               1,903,779
                                                   -----------             ----------             ----------              ---------
     Service fees and charges                          112,955                 98,697                 38,018                  31,456
     Other                                             218,495                207,790                 95,140                  67,128
                                                     ---------              ---------                -------                  ------
                                                       331,450                306,487                133,158                  98,584
                                                      --------               --------               --------                -------
Noninterest expense:
     Compensation and employee benefits              1,269,061              1,191,123                469,765                 407,582
     Occupancy                                         183,297                169,425                 59,562                  63,310
     SAIF deposit insurance premiums                   151,454                167,122                 32,796                  54,862
     Advertising                                       102,850                 88,013                 37,786                  37,994
     Other                                             522,479                512,463                177,089                 170,879
                                                      --------               --------               --------                 -------
                                                     2,229,141              2,128,146                776,998                 734,627
                                                    ----------             ----------               --------                 -------

     Income before provision for income
     taxes                                           4,219,889              4,034,729              1,429,090               1,267,736

Provision for income taxes:                          1,454,892              1,438,274                488,927                 450,086
                                                    ----------             ----------               --------                 -------

     Net income                                      2,764,997              2,596,455                940,163                 817,650
                                                   -----------             ----------               --------                -------

Other comprehensive income, net of tax-
    unrealized gains (losses) on securities
    available for sale, net                          (642,159)                406,458               (111,144)              (320,162)
                                                     ---------               --------              ---------               ---------


Comprehensive income                                $2,122,838              3,002,913                829,019                 497,488
                                                   -----------             ----------             ----------               ---------

Net income per share of common stock
     Basic                                          $      .59                $   .52              $     .21                  $  .16
                                                   -----------               --------             ----------                 -------

     Diluted                                       $      .59                $   .51              $     .20                  $   .16
                                                   -----------               --------             ----------                 -------
</TABLE>


See accompanying notes to consolidated
financial statements.


<PAGE>
                                          LEEDS FEDERAL BANKSHARES, INC.
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     Nine months ended March 31, 2000 and 1999
                                                    (unaudited)



<TABLE>
<CAPTION>

                                                                               2000                        1999
                                                                               ----                        ----

Cash flows from operating activities:
<S>                                                                                 <C>                         <C>
     Net income                                                                     $2,764,997                  2,596,455
     Adjustments to reconcile net income to net cash provided by
     operating activities:
     Amortization of loan fees, premiums and discounts,net                              65,015                  (185,378)
     Provision for loan losses                                                          20,983                     30,916
     Accretion of premiums(discounts) on investment securities and
     mortgage-backed securities, net                                                  (15,480)                   (31,765)
     Depreciation                                                                       95,372                    102,488
     Non cash compensation under stock based  benefit plans                            175,534                    177,406
     Decrease (increase) in accrued interest receivable on securities
     and loans  receivable                                                            (41,329)                   (53,904)
     (Decrease) increase in income taxes currently payable                            (85,846)                     53,942
     Increase in accrued expenses and other liabilities                                310,553                     78,349
     Increase (decrease) in unearned loan fees                                          29,889                   (58,825)
     Decrease (increase) in prepaid expenses and other assets                        (210,074)                     66,663
                                                                                     ---------                    -------

            Net cash provided by operating activities                                3,109,614                  2,776,347
                                                                                     ---------                  ---------





Cash flows from investing activities:
    Purchase of investment securities held to maturity                              (1,700,000)               (60,680,000)
    Purchase of investment securities available for sale                                    -0-                  (900,000)
    Maturity of investment securities held to maturity                                      -0-                 42,371,803
    Maturity of securities available for sale                                               -0-                  3,000,000
    Principal repayments of investment securities                                       398,350                        -0-
    Purchase of Federal Home Loan Bank stock                                          (251,500)                        -0-
    Loan disbursements, net of repayments                                          (14,565,861)                (4,932,532)
    Purchase of mortgage-backed securities                                            (400,000)                        -0-
    Mortgage-backed securities held to maturity principal repayments                  1,736,311                  5,055,407
    Purchases of property and equipment                                               (637,007)                  (707,167)
    Investment in life insurance policies                                             (217,975)                  (206,184)
                                                                                      ---------                  ---------

                                                                                   (15,637,682)               (16,998,673)
            Net cash used by investing activities                                  ------------               ------------

                                                                                                               (continued)
</TABLE>







<PAGE>


                                         LEEDS FEDERAL BANKSHARES, INC.
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     Nine months ended March 31, 2000 and 1999
                                                    (unaudited)


<TABLE>
<CAPTION>

                                                                                 2000                        1999
                                                                                 ----                        ----
Cash flows from financing activities:
<S>                                                                                 <C>                       <C>
      Net increase in savings accounts                                              3,964,901                 20,578,870
      Decrease in advance payments by borrowers for taxes, insurance
       and ground rents                                                           (1,496,592)                (1,197,849)
      Payment of dividends                                                          (773,656)                  (684,349)
      Purchases of treasury stock                                                 (2,871,294)                (3,054,677)
      Proceeds from exercise of stock options                                          10,000                        -0-
      Repayment of borrowed funds                                                    (62,813)                   (48,000)
                                                                                     --------                   --------

            Net cash provided (used) by financing activities                      (1,229,454)                15,593,995
                                                                                 ------------                ----------

Net increase (decrease) in cash and cash equivalents                             (13,757,522)                  1,371,669

Cash and cash equivalents at beginning of period                                  33,010,666                 36,857,469
                                                                                 ------------                ----------

Cash and cash equivalents at end of period                                       $19,253,144                 38,229,138
                                                                                 ------------                ----------

Supplemental disclosure of cash flow information:

    Cash paid for interest on deposits and borrowed
    funds                                                                         $10,350,000                  9,675,000

    Cash paid for income taxes                                                      1,422,000                  1,384,000
                                                                                    ---------                  ---------
</TABLE>























See accompanying notes to consolidated financial statements.





<PAGE>

                          LEEDS FEDERAL BANKSHARES, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 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,  results of operations,  and cash flows have
been recorded.  The financial statements have been prepared using the accounting
policies described in the June 30, 1999 Annual Report. The results of operations
for the three months and nine months ended March 31, 2000,  are not  necessarily
indicative of the results that may be expected for the entire year.

     In preparing the consolidated financial statements,  management is required
to make estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the consolidated statements of financial condition
and income and comprehensive income for the period.  Actual results could differ
significantly from those estimates.

(2)        Reclassification of Prior Year's Statements

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

(3)       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:




<PAGE>
                          LEEDS FEDERAL BANKSHARES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                 March 31, 2000
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                             Nine months                               Nine months
                                                           Ended March 31,                           Ended March 31,
                                                                2000                                      1999

                                                       Basic         Diluted                        Basic       Diluted
                                                       -----         -------                        -----       -------
<S>                                                 <C>             <C>                          <C>           <C>
Net income                                          $2,764,997      $2,764,997                   $2,596,455    $2,596,455
Dividends on unvested common stock                          $0              $0                     ($4,032)      ($2,362)
                                                    ----------      ----------                   ----------    ----------

Adjusted net income used in EPS
        calculations                                $2,764,997      $2,764,997                   $2,592,423    $2,594,093
Weighted-average shares outstanding                  4,659,995       4,659,995                    5,024,652     5,024,652
Dilutive securities - options                                           33,983                                     70,037
Adjusted weighted-average shares used               ----------       ---------                    ---------     ---------
      in EPS computation                             4,659,995       4,693,978                    5,024,652     5,094,689
                                                    ----------       ---------                    ---------     ---------
</TABLE>

<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                                            $940,163      $940,163                       $817,650       $817,650
                                                      --------      --------                       --------       --------
Weighted-average shares outstanding                  4,561,558     4,561,558                      4,960,555      4,960,555
Dilutive securities - options                                         28,066                                        61,511
Adjusted weighted-average shares used                ---------     ---------                      ---------      ---------
     in EPS computation                              4,561,558     4,589,624                      4,960,555      5,022,066
                                                     ---------     ---------                      ---------      ---------
</TABLE>

<PAGE>






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

(4)        Dividends on Common Stock

     On March  15,2000,  the Company  declared a quarterly cash dividend of $.15
per share.  The dividends were payable to  stockholders of record as of April 5,
2000 and were paid on April 19, 2000.  Leeds  Federal  Bankshares,  M.H.C.  (the
MHC), which owns 3,300,000  shares of stock in the Company,  waived receipt of a
portion of its quarterly  dividend,  thereby reducing the actual dividend payout
to approximately  $396,000.  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  of a
dividend  solely to the MHC. At March 31, 2000,  the  cumulative  amount of such
waived dividends was $9,033,400.

(5) Impact of New Accounting Standards

     The  Financial   Accounting  Standards  Board  has  issued  SFAS  No.  133,
Accounting for Derivative  Instruments and Hedging Activities,  as amended (SFAS
No.  133).  SFAS No.133  establishes  accounting  and  reporting  standards  for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts  (collectively  referred  to as  derivatives),  and for hedging
activities.  SFAS No. 133 requires that an entity  recognize all  derivatives as
either assets or liabilities in the statement of financial  position and measure
those  instruments  at fair value.  It is effective  for all fiscal  quarters of
fiscal  years  beginning  after  June  15,  2000.  Initial  application  of this
Statement  should be as of the beginning of an entity's fiscal quarter.  On that
date, hedging  relationships must be designated anew and documented  pursuant to
the  provisions  of  SFAS  No.  133.  Earlier  application  of SFAS  No.  133 is
encouraged,  but it may not be applied  retroactively to financial statements of
prior periods.  Management has not determined  when it will adopt the provisions
of SFAS No. 133 but believes that  adoption  will not have a material  effect on
the Company's financial position or results of operations.





<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, 1999 to March 31, 2000
------------------------------------------------------------------------------

     Cash on hand and due from banks,  interest bearing  deposits,  other liquid
investments  and investment  securities  ("Investments")  totaled  approximately
$94.4  million,  a decrease of  approximately  $13.3  million from June 30, 1999
levels.  Mortgage-backed  securities  totaled $8.7  million,  a decrease of $1.3
million,  due to  repayments  of  principal.  Loans  receivable  totaled  $218.3
million, an increase of $14.4 million, mainly in residential mortgage loans. The
increase in loans was funded principally by the decrease in Investments.

     Savings accounts increased approximately $4.0 million, to a total of $278.6
million at March 31, 2000.  Such increase was primarily  attributable to general
market trends.  The Company has offered savings rates that are competitive  with
other  institutions.  However, it has not relied on brokered funds or negotiated
jumbo certificates to maintain deposit levels.

     The Company 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 March
31,  2000,  the Company had Tier 1 core  capital of $45.3  million,  or 13.8% of
total adjusted  assets,  which was $32.1 million in excess of the requirement of
minimum core capital of $13.2 million,  or 4.0% of total adjusted assets; Tier 1
risk-based capital of $45.3 million, or 27.9% of risk weighted assets, which was
$38.8 million in excess of the requirement of a minimum risk-based capital of 4%
of risk weighted assets; and total risk-based capital of $47.3 million, or 29.2%
of risk weighted assets, which was $36.9 million in excess of the requirement of
a minimum total risk-based capital of 8% of total risk weighted assets.

Comparison of Operating Results for Three and Nine Month Periods
Ended March 31, 2000 and 1999.
-----------------------------

General
-------

     The Company's net income for the three months ended March 31, 2000, totaled
$940,000,  an increase of  $122,000,  or 14.9%,  as compared to $818,000 for the
three  months  ended March 31,  1999.  Such  increase  was due  primarily  to an
increase in net interest income and noninterest  income,  partially offset by an
increase in

<PAGE>

noninterest  expenses.  The  net  effect  of  unrealized  losses  on  securities
available for sale  decreased  $209,000 to ($111,000) for the three months ended
March 31,  2000,  as  compared  to the same  period  last  year,  as a result of
fluctuations  in interest  rates and general  market  trends.  The Company's net
income for the nine months  ended  March 31,  2000,  totaled  $2.8  million,  an
increase  of  $169,000,  or 6.5%,  from net income of $2.6  million for the nine
months  ended  March 31,  1999.  Such  increase  was due to an  increase  in net
interest  income and  noninterest  income,  partially  offset by an  increase in
noninterest expenses. Unrealized gains (losses) on securities available for sale
decreased  $1.0 million to ($642,000)  for the nine months ended March 31, 2000,
as compared to the same period last year,  as a result of a decrease in the fair
value of the  Company's  investment  securities  available  for sale,  due to an
increase in interest rates during the period.

Net Interest Income
-------------------

     Interest  income on loans increased  $343,000,  or 9.7% to $3.9 million for
the three months  ended March 31,  2000,  from $3.5 million for the three months
ended March 31,  1999.  The average  yield on loans for the three  months  ended
March 31,  2000,  decreased  to 7.1%,  from 7.2% for the same  period last year,
while the average balance of loans increased by $24.0 million to $219.9 million.
Interest income on loans for the nine months ended March 31, 2000, totaled $11.5
million, an increase of $617,000, as compared to the nine months ended March 31,
1999.  The  average  balance  of loans  increased  by $22.1  million,  to $216.3
million,  for the period,  while the average  yield on loans  decreased to 7.1%,
from  7.4%.  The  increases  in the  average  balance in loans was the result of
increased  loan demand during the three and nine months ended March 31, 2000, as
compared to the same periods last year.  The  decreases in the average  yield on
loans for these periods were due  principally to new loan  originations at lower
yields.

     Interest  income on  mortgage-backed  securities  decreased by $50,000,  or
23.9%,  to $159,000 for the three months  ended March 31,  2000,  from  $209,000
during  the  three  months  ended  March  31,   1999.   The  average   yield  on
mortgage-backed  securities  increased  to 7.1%,  from 6.8%,  while the  average
balance of mortgage-backed  securities decreased by $3.4 million to $8.9 million
from $12.3 million,  for the three months ended March 31, 2000,  compared to the
same period last year. The decreases in the average  balance of  mortgage-backed
securities during the three months ended March 31, 2000, as compared to the same
period last year was attributable to higher principal repayments.  The increases
in the average  yields on these  securities for the quarter was due to increased
interest  rates on the  adjustable  mortgage-backed  portion  of the  portfolio.
Interest income on mortgage-backed securities decreased by $251,000, to $482,000
for the nine months ended March 31,  2000,  as compared to $733,000 for the same
period last year. The average yield on mortgage-backed  securities  decreased to
6.9%,  from  7.0%,  while the  average  balance  of  mortgage-backed  securities
decreased  by $4.7  million to $9.3  million  from $14.0  million,  for the nine
months  ended  March  31,  1999.  The  decreases  in  the  average   balance  of
mortgage-backed  securities  and average yields on these  securities  during the
nine months ended March 31, 2000,  as compared to the same periods last year was
attributable to higher principal repayments on higher yielding securities.

     Interest  income  on  investment  securities  and  short-term   investments
("Investments") increased by $100,000, or 7.1%, to $1.5 million during the three
months  ended March 31, 2000,  from $1.4  million  during the three months ended
March 31, 1999. This increase in interest income from  Investments was due to an
increase in average yield of Investments to 6.4%, from 5.5%, partially offset by
a $9.1 million  decrease in average balances to $93.9 million from $103 million.
Interest on Investments  increased by $560,000, or 14.0%, to $4.6 million during
the nine months ended March 31, 2000,  from $4.0 million  during the nine months
ended March 31, 1999.  Such increase was  attributable to an increase in average
yield of Investments  to 6.3% from 5.7%, and a $3.5 million  increase in average
balance of Investments to $96.3  million,  from $92.8 million.  The increases in
average  yield on  Investments  for these periods was due to increases in market
rates on short term investments.


<PAGE>


     Total  interest  expense  increased by  approximately  $223,000  during the
quarter  ended March 31, 2000 to $3.5  million from $3.2 million for the quarter
ended March 31,  1999.  This  increase  was the result of an increase in average
interest  bearing  liabilities to $280.6 million from $262.1 million,  while the
average rate paid on deposits  remained  relatively  unchanged at 4.9%.  For the
nine months ended March 31, 2000, total interest  expense  increased by $674,000
to $10.3  million,  from $9.7  million for the nine months ended March 31, 1999.
The increase was the result of a $24.7 million  increase in average  balances to
$279.1  million  from $254.4  million,  while the average  rate paid on deposits
decreased  to 4.9% from  5.1%.  The  increases  in average  balance on  interest
bearing  liabilities  outstanding  for the three and nine months ended March 31,
2000, as compared to the same periods last year,  was due to increased  customer
deposits.  The  decrease in average  rates paid on deposits  for the nine months
ended March 31, 2000, was due to general market conditions.

     As a result of the  foregoing  changes,  net interest  income  increased by
$169,000  to $2.1  million  during the three  months  ended March 31,  2000,  as
compared to $1.9 million for the three  months ended March 31, 1999.  During the
nine months ended March 31, 2000, net interest income  increased by 251,000,  to
$6.1 million from $5.9 million for the same period last year.

Provision for Loan Losses
-------------------------

     The Company had no provision  for loan losses for the quarters  ended March
31, 2000,  and 1999.  During the nine months ended March 31, 2000, and 1999, the
Company had provisions for loan losses of $21,000 and $31,000, respectively. The
allowance for loan losses,  which was $741,000 at March 31, 2000, is established
in accordance with generally accepted accounting principles and exists to absorb
losses  inherent  in the  Company's  overall  loan  portfolio.  In  addition  to
historical loss experience,  the Company considers other factors that are likely
to cause estimated  credit losses  associated  with the loan portfolio;  namely,
changes in economic and business  conditions  and  developments,  changes in the
nature and volume of the  portfolio  and trends in the level of its past due and
classified loans, and the status of nonperforming  loans.  Based on management's
review and analysis,  the  allowance  for loan losses as of March 31, 2000,  was
considered adequate.

Noninterest Income
------------------

     Noninterest  income increased by  approximately  $35,000 to $133,000 during
the three months ended March 31, 2000,  as compared to $99,000  during the three
months  ended  March  31,  1999.  For the nine  months  ended  March  31,  2000,
noninterest income increased $25,000 to $331,000, as compared to the same period
last year.  Such  increases  were due to increases in income from life insurance
contracts.

Noninterest Expense
-------------------

     Noninterest expense for the three months ended March 31, 2000, increased by
approximately  $42,000,  or 5.7%,  to $777,000  from  $735,000  during the three
months  ended  March  31,  1999.  Compensation  and  employee  benefits  expense
increased  by $62,000 for the quarter  ended March 31, 2000,  due to  additional
staffing in anticipation of opening a branch,  partially offset by a decrease in
the  non-cash  charges for ESOP  contributions  which are  accounted  for at the
current market price of the Company's stock.  During the nine months ended March
31, 2000, noninterest expense increased $101,000, or 4.7%, to $2.2 million, from
2.1  million.   Compensation  and  employee   benefits   increased  by  $78,000,
advertising  by $15,000,  and occupancy by $14,000  during the nine months ended
March 31, 2000,  compared to the same period last year.  Such increases were due
principally to expenses incurred in the opening of a branch.



<PAGE>


Provision for Income Taxes
--------------------------

     The  effective  income tax rates for the three months and nine months ended
March 31, 2000, were  approximately  34.2% and 34.5%  respectively,  compared to
35.5% and 35.6%,  respectively  for the three months and nine months ended March
31, 1999. The decrease was due to lower state taxes.

Classified Loans
----------------

     Loans  which were 90 or more days  delinquent  but still  accruing  totaled
$10,000 at March 31, 2000,  and $7,000 at June 30,  1999.  Loans 90 or more days
delinquent and not accruing  totaled $2.7 million at March 31, 2000 and June 30,
1999.  At March 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
OTS 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  35.6% during the quarter  ended March 31, 2000,  and equaled  35.1% at
March 31, 2000.

Stock Repurchase Plan
---------------------

     As of March 31, 2000,  the Company had  repurchased  600,066  shares of its
common  stock in  connection  with its  authorization  to  repurchase  1,023,441
shares, or approximately  20%, of its outstanding  shares of common stock as, in
the opinion of management, market conditions warrant.





<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.

Changes in Securities

None

Defaults Upon Senior Securities

None

Submission of matters to a Vote of Security Holders

None

Other Information

None

Exhibits and Report on Form 8-K

(a)  The following exhibits are filed as part of this report:  Exhibit 27, EDGAR
     Financial Data Schedule

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


<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:    May 12, 2000               By:/s/ Gordon E. Clark
        ---------------                -----------------------
                                       Gordon E. Clark
                                       President and Chief Executive Officer



Date:   May 12, 2000                By:/s/ Kathleen Trumpler
        ---------------                -----------------------
                                       Kathleen Trumpler
                                       Treasurer and Chief Financial Officer