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 March 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

         Indicated by a check whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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



<PAGE>


                         LEEDS FEDERAL BANKSHARES, INC.

                                      INDEX


<TABLE>
<CAPTION>

                                                                                                      PAGE
<S>                                                                                                     <C>
PART I.  FINANCIAL INFORMATION

    Item 1.  Financial Statements

             Consolidated Statements of Financial Condition as of March 31, 2001
                            (unaudited), and June 30, 2000 ............................................ 3

             Consolidated Statements of Income and Comprehensive Income (unaudited)
                            for the nine months and three months ended March 31, 2001 and 2000 ........ 4

             Consolidated Statements of Cash Flows (unaudited) for the nine months
                            ended March 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 ...........................................................................12

</TABLE>






                                        2

<PAGE>


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

<TABLE>
<CAPTION>
                                                             March 31,
                                                               2001             June 30,
                                                            (unaudited)           2000
                                                            -----------           ----
<S>                                                       <C>              <C>
Assets
------
    Cash:
         On hand and due from banks ...................   $   2,086,532    $   2,059,010
         Interest-bearing deposits ....................       2,134,512        1,982,152
    Short term investments ............................      17,741,282        9,551,979
    Secured short-term loans to commercial banks ......      27,074,112        9,562,746
    Investment securities held-to-maturity ............      62,855,827       67,392,698
    Securities available-for-sale .....................       5,584,325        5,258,493
    Mortgage backed securities held-to-maturity .......      10,445,051        8,317,018
    Loans receivable, net .............................     212,788,653      219,203,607
    Investment in Federal Home Loan Bank
         of Atlanta stock, at cost ....................       2,187,200        2,187,200
    Property and equipment, net .......................       2,234,104        2,242,783
    Cash surrender value of life insurance ............       6,938,212        6,687,537
    Accrued interest receivable .......................       2,040,862        2,116,855
    Prepaid expenses and other assets .................         313,052          486,229
                                                          -------------    -------------
                                                          $ 354,423,724      337,048,307
                                                          -------------    -------------
Liabilities and Stockholders' Equity
------------------------------------
Liabilities:
     Savings accounts .................................   $ 298,602,128      281,866,206
     Borrowed funds-- Employee
         Stock Ownership Plan .........................         298,123          384,000
     Advance payments by borrowers for taxes,
         insurance and ground rents ...................       2,134,363        5,073,906
     Federal and state income taxes:
         Currently payable ............................         180,447          267,283
         Deferred .....................................       1,183,202          493,303
     Accrued expenses and other liabilities ...........       1,808,199        1,554,136
                                                          -------------    -------------
         Total liabilities ............................     304,206,462      289,638,834
                                                          -------------    -------------

Stockholders' equity:
     Common stock, $1 par value: 20,000,000
         shares authorized: and 5,205,597 shares issued       5,205,597        5,205,597
     Additional paid in capital .......................       9,646,449        9,606,811
     Unearned employee stock ownership plan shares ....        (204.912)        (297,066)
     Retained income, substantially restricted ........      41,259,160       39,573,847
     Treasury Stock at cost: 667,416 and 656,416 shares
         respectively .................................      (8,336,969)      (8,216,719)
     Accumulated other comprehensive income ...........       2,647,937        1,537,003
                                                          -------------    -------------
         Total stockholders' equity ...................      50,217,262       47,409,473
                                                          -------------    -------------
                                                          $ 354,423,724    $ 337,048,307
                                                          -------------    -------------
</TABLE>


See accompanying notes to consolidated financial statements.

                                        3

<PAGE>



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


<TABLE>
<CAPTION>
                                                       Nine Months Ended              Three Months Ended
                                                            March 31,                      March 31,
                                                  ---------------------------    ----------------------------
                                                        2001           2000            2001            2000
                                                        ----           ----            ----            ----
<S>                                               <C>            <C>             <C>             <C>
Interest Income:
    First mortgage and other loans ............   $ 11,559,671   $ 11,454,069    $  3,815,789    $  3,874,397
    Mortgage-backed securities ................        455,166        482,172         157,158         158,713
    Investment securities and short term
        investments ...........................      5,127,693      4,552,025       1,745,416       1,508,304
                                                  ------------   ------------    ------------    ------------
    Total interest income .....................     17,142,530     16,488,266       5,718,363       5,541,414
                                                  ------------   ------------    ------------    ------------
Interest expense:
    Savings accounts ..........................     11,545,085     10,322,212       3,889,868       3,459,233
        Other .................................         23,577         27,491           6,226           9,251
                                                  ------------   ------------    ------------    ------------
    Total interest expense ....................     11,568,662     10,349,703       3,896,094       3,468,484
                                                  ------------   ------------    ------------    ------------
    Net interest income .......................      5,573,868      6,138,563       1,822,269       2,072,930
    Provision for loan losses .................            -0-         20,983             -0-             -0-
                                                  ------------   ------------    ------------    ------------
        Net interest income after
           provision for loan losses ..........      5,573,868      6,117,580       1,822,269       2,072,930
                                                  ------------   ------------    ------------    ------------
Noninterest income:
    Service fees and charges ..................        144,425        112,955          50,529          38,018
    Other .....................................        286,815        218,495         125,221          95,140
                                                  ------------   ------------    ------------    ------------
                                                       431,240        331,450         175,750         133,158
                                                  ------------   ------------    ------------    ------------
Noninterest expense:
    Compensation and employee benefits ........      1,517,249      1,269,061         548,719         469,765
    Occupancy .................................        261,025        183,297          94,460          59,562
    SAIF deposit insurance premiums ...........         98,383        151,454          33,132          32,796
    Advertising ...............................        128,970        102,850          51,372          37,786
    Other .....................................        644,808        522,479         263,745         177,089
                                                  ------------   ------------    ------------    ------------
                                                     2,650,435      2,229,141         991,428         776,998
                                                  ------------   ------------    ------------    ------------
    Income before provision for income taxes ..      3,354,673      4,219,889       1,006,591       1,429,090
Provision for income taxes ....................      1,140,890      1.454,892         340,500         488,927
                                                  ------------   ------------    ------------    ------------
        Net income ............................      2,213,783      2,764,997         666,091         940,163
                                                  ------------   ------------    ------------    ------------
Other comprehensive income (loss), net of taxes
    Unrealized gain (loss) on securities
        available-for-sale, net ...............      1,110,934       (642,159)       (141,381)       (111,144)
                                                  ------------   ------------    ------------    ------------
Comprehensive income ..........................   $  3,324,717   $  2,122,838    $    524,710         829,019
                                                  ------------   ------------    ------------    ------------
Net income per share of common stock
    Basic .....................................   $        .49   $        .59    $        .15    $        .21
                                                  ------------   ------------    ------------    ------------
    Diluted ...................................   $        .49   $        .59    $        .15    $        .20
                                                  ------------   ------------    ------------    ------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                        4

<PAGE>

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

                                                                          Nine Months Ended
                                                                               March 31,
                                                                   -----------------------------
                                                                         2001            2000
                                                                         ----            ----
<S>                                                                <C>             <C>
Cash flows from operating activities:
     Net income ................................................   $  2,213,783    $  2,764,997
    Adjustments to reconcile net income to
         net cash provided by operating activities:
     Accretion of loan fees ....................................         53,720          65,015
     Provision for loan losses .................................            -0-          20,983
     Accretion of premiums (discounts) on investment
         securities and mortgage-backed securities, net ........        (16,753)        (15,480)
     Depreciation ..............................................        135,813          95,372
     Non-cash compensation under stock-based  benefit plans ....        131,792         175,534
     Decrease (increase) in accrued interest receivable ........         75,993         (41,329)
     Decrease in income taxes currently payable ................        (86,836)        (85,846)
     Increase in accrued expenses and other liabilities ........        254,063         310,553
     Increase (decrease) in unearned loan fees .................       (102,224)         29,889
     Decrease (increase) in prepaid expenses and other assets ..        173,177        (210,074)
                                                                   ------------    ------------
         Net cash provided by operating activities .............      2,832,528       3,109,614
                                                                   ------------    ------------
Cash flows from investing activities:
     Purchase of investment securities held-to-maturity ........       (485,240)     (1,700,000)
     Maturities of and principal repayments on
         investment securities held-to-maturity ................      5,037,655         398,350
     Maturies of securities available-for-sale .................      1,475,000             -0-
     Purchase of Federal Home Loan Bank Stock ..................            -0-        (251,500)
     Loan repayments (disbursements), net ......................      6,463,458     (14,565,861)
     Purchase of mortgage-backed securities held-to-maturity ...     (3,296,022)       (400,000)
     Principal repayments on mortgage-backed securities
         held-to-maturity ......................................      1,169,199       1,736,311
     Purchases of property and equipment .......................       (127,134)       (637,007)
     Investment in life insurance policies .....................       (250,675)       (217,975)
                                                                   ------------    ------------
         Net cash provided by (used in) investing activities ...      9,986,241     (15,637,682)
                                                                   ------------    ------------
Cash flows from financing activities:
     Net increase in savings accounts ..........................     16,735,922       3,964,901
     Decrease in advance payments by borrowers for taxes,
         insurance and ground rents ............................     (2,939,543)     (1,496,592)
    Payment of dividends .......................................       (528,470)       (773,656)
    Purchase of treasury stock .................................       (120,250)     (2,871,294)
    Proceeds from exercise of stock options ....................            -0-          10,000
    Repayment of borrowed funds ................................        (85,877)        (62,813)
                                                                   ------------    ------------

             Net cash provided by (used in) financing activities     13,061,782      (1,229,454)
                                                                   ------------    ------------

Net increase (decrease) in cash and cash equivalents ...........     25,880,551     (13,757,522)

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

Cash and cash equivalents at end of period .....................   $ 49,036,438    $ 19,253,144
                                                                   ------------    ------------

Cash paid during the period for interest
     on deposits and other borrowings ..........................   $ 11,569,000    $ 10,350,000

Cash paid during the period for income taxes ...................      1,227,000       1,422,000
</TABLE>

See accompanying notes to consolidated financial statements.

                                        5

<PAGE>



                         LEEDS FEDERAL BANKSHARES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 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 and Leeds  Investment  Corporation,  a wholly owned
subsidiary of Leeds  Federal  Savings  Bank.  Adjustments,  consisting of normal
recurring  adjustments,  which, in the opinion of management are necessary for a
fair  presentation  of financial  position and results of  operations  have been
recorded.  The  financial  statements  have been prepared  using the  accounting
policies described in the June 30, 2000 Annual Report. The results of operations
for the three months and nine months ended March 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 March 14, 2001,  the Company  declared a quarterly  cash dividend of
$.15 per share. The dividends were payable to stockholders of record as of April
4, 2001 and were paid on April 18, 2001. Leeds Federal  Bankshares,  M.H.C. (the
MHC) , which owns  3,300,000  shares of stock in the Company,  waived receipt of
its  quarterly  dividend,   thereby  reducing  the  actual  dividend  payout  to
approximately  $186,000.  The dollar  amount of  dividends  waived by the MHC is
considered as a restriction on the retained earnings of the Company.  The amount
of any  dividend  waived  by the MHC shall be  available  for  declaration  as a
dividend  solely to the MHC. At March 31, 2001,  the  cumulative  amount of such
waived dividends was $11,213,400.

(4) Subsequent Event

         At March 31, 2001, the Company had a $2.5 million loan which matured in
June,  1998,  and has not been repaid.  A foreclosure  sale for the property was
held on April 30, 2001. Based on the results of the sale, management believes it
will  recover the entire  amount due,  including  all unpaid  interest  and late
charges.

(5) Net Income per Share of Common Stock

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



                                        6

<PAGE>

<TABLE>
<CAPTION>

                                                Three months             Three months
                                               Ended March 31,          Ended March 31,
                                                    2001                      2000
                                          -----------------------  ------------------------
                                             Basic       Diluted       Basic       Diluted
                                             -----       -------       -----       -------
<S>                                       <C>          <C>          <C>          <C>
Net income ...........................    $  666,091   $  666,091   $  940,163   $  940,163
                                          ----------   ----------   ----------   ----------

Weighted-average shares outstanding ..     4,503,490    4,503,490    4,561,558    4,561,558

Dilutive securities - options ........                     55,524                    28,066
                                                       ----------                ----------

Adjusted weighted-average shares used
     in EPS computation ..............     4,503,490    4,559,014    4,561,558    4,589,624
                                          ----------   ----------   ----------   ----------
</TABLE>
<TABLE>
<CAPTION>
                                                 Nine months              Nine months
                                               Ended March 31,          Ended March 31,
                                                    2001                      2000
                                          -----------------------  ------------------------
                                             Basic       Diluted       Basic       Diluted
                                             -----       -------       -----       -------
<S>                                       <C>          <C>          <C>          <C>
Net income ...........................    $2,213,783   $2,213,783   $2,764,997   $2,764,997
                                          ----------   ----------   ----------   ----------

Weighted-average shares outstanding ..     4,503,490    4,503,490    4,659,995    4,659,995

Dilutive securities - options ........                     52,447                    33,983
                                                       ----------                ----------

Adjusted weighted-average shares used
     in EPS computation ..............     4,503,490    4,555,937    4,659,995    4,693,978
                                          ----------   ----------   ----------   ----------

</TABLE>

                                        7

<PAGE>



                         LEEDS FEDERAL BANKSHARES, INC.

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

Forward Looking Statements
--------------------------

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

Discussion of Financial Condition Changes from June 30, 2000 to March 31, 2001
------------------------------------------------------------------------------

         Cash on hand and due  from  banks,  interest  bearing  deposits,  other
liquid  investments  and  investment  securities  totaled  approximately  $119.7
million at March 31, 2001, an increase of approximately $21.7 million, or 22.1%,
from  June 30,  2000.  Mortgage-backed  securities  totaled  $10.4  million,  an
increase  of $2.1  million,  or 25.3%,  due  primarily  to the  purchase of $3.3
million  of  mortgage-backed  securities,  partially  offset  by  repayments  of
principal.  Loans receivable totaled $212.8 million, a decrease of $6.4 million,
or 2.9%, due primarily to a decrease in mortgage originations.

         Deposits  increased  approximately  $16.7  million to a total of $298.6
million at March 31, 2001.  Such increase was primarily  attributable to general
market trends.  The Company has offered savings rates that are competitive  with
other banks.  However,  it has not relied on brokered funds or negotiated  jumbo
certificates to achieve increased deposit levels.

         The Bank is subject to capital  standards which  generally  require the
maintenance  of  regulatory  capital  sufficient  to meet  each of three  tests,
hereinafter  described as the Tier 1 core capital  requirement,  the Tier 1 risk
based capital requirement and the total risk based capital requirement. At March
31, 2001, the Bank had Tier 1 core capital of $47.2  million,  or 13.5% of total
adjusted assets, which was $33.2 million in excess of the requirement of minimum
core capital of $14.0 million, or 4% of total adjusted assets; Tier 1 risk based
capital of $47.2  million,  or 27.0% of risk  weighted  assets,  which was $40.2
million in excess of the  requirement  of minimum  Tier 1 risk based  capital of
$7.0 million,  or 4% of risk weighted  assets;  and total risk- based capital of
$49.9  million,  or 28.6% of risk  weighted  assets,  which was $35.9 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 Nine Month Periods Ended March 31,
--------------------------------------------------------------------------------
2001 and 2000.
--------------

General
-------

         The  Company's  net income for the three  months  ended March 31, 2001,
totaled $666,000,

                                        8

<PAGE>



a decrease of  $274,000,  or 29.1% as compared to $940,000  for the three months
ended March 31, 2000, due  principally to a decrease in net interest  income and
an  increase  in   noninterest   expenses.   Unrealized   losses  on  securities
available-for-sale  increased  $30,000 to $141,000  for the three  months  ended
March 31,  2001,  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,  principally the Company's  FreddieMac  preferred stock. The
Company's  net  income  for the nine  months  ended  March 31,  2001,  decreased
$551,000,  or 19.7%,  to $2.2  million as  compared  to the same period in 2000.
Unrealized gains on securities available for sale increased $1.8 million to $1.1
million for the nine months ended March 31, 2001, as compared to the same period
last  year,  as a  result  of an  increase  in the fair  value of the  Company's
investment securities available-for-sale.

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

         Interest  income on loans for the three  months  ended March 31,  2001,
decreased slightly to $3.8 million, from $3.9 million for the three months ended
March 31,  2000.  The average  yield on loans  remained  unchanged at 7.1% while
average  balances  of loans  decreased  by $5.5  million  for the same  periods.
Interest income on loans for the nine months ended March 31, 2001, totaled $11.6
million, an increase of $106,000,  or 0.9%, as compared to the nine months ended
March 31, 2000.  Average  balances on loans  increased  by  $441,000,  to $216.7
million, for the nine months ended March 31, 2001, as compared to $216.3 million
for the nine months ended March 31, 2000,  while average yield on loans remained
unchanged at 7.1%.

         Interest  income  on  mortgage-backed  securities  decreased  $2,000 to
$157,000 for the three months ended March 31, 2001, compared to $159,000 for the
three  months  ended  March  31,  2000.  The  average  yield on  mortgage-backed
securities   increased  to  7.6%,  from  7.1%,  while  the  average  balance  of
mortgage-backed  securities  decreased by $610,000 to $8.3 million for the three
months ended March 31,  2001,  compared to $8.9 million for the same period last
year.  Interest  income on  mortgage-backed  securities  decreased by $27,000 to
$455,000 for the nine months  ended March 31, 2001,  as compared to $482,000 for
the  prior  period,  due  principally  to  a  decrease  in  average  balance  of
mortgage-backed  securities  of $1.2 million to $8.1 million from $9.3  million,
offset by an increase  in the average  yield on  mortgage-backed  securities  to
7.5%,  from 6.9%.  The  decreases  in the  average  balance  of  mortgage-backed
securities  for the three and nine months ended March 31, 2001,  were the result
of  repayments,  offset by the purchase of $3.3  million in new  mortgage-backed
securities  during  the  third  quarter.   The  increase  in  average  yield  on
mortgage-backed securities for the periods was attributable to faster repayments
of lower yielding securities.

         Interest  income on investment  securities and  short-term  investments
("Investments")  increased  by  $237,000,  to $1.7  million for the three months
ended March 31,  2001,  from $1.5  million for the three  months ended March 31,
2000. The average  balance of  Investments  increased by $18.9 million to $112.8
million for the three months ended March 31,  2001,  from $93.9  million for the
same period in the prior year, while yield on Investments decreased to 6.2% from
6.4%.  Interest  income on  Investments  increased  by $576,000 to $5.1  million
during the nine months  ended  March 31,  2001,  from $4.6  million for the nine
months ended March 31, 2000.  The average  balance of  Investments  increased by
$9.5 million to $105.8  million for the nine months  ended March 31, 2001,  from
$96.3 million for the same period in the prior year,  while yield on Investments
increased to 6.5% from 6.3%. The increases in average balance of Investments for
the three and nine months ended March 31,  2001,  were the result of an increase
in the  supply of funds to invest in such  securities.  The  changes  in average
yield on  Investments  for these  periods was due to changes in market  rates on
short term investments.

         Total interest expense  increased by approximately  $428,000 during the
quarter  ended March 31, 2001, to $3.9 million from $3.5 million for the quarter
ended March 31, 2000. This

                                        9

<PAGE>



increase was the result of an increase in average  balances of interest  bearing
liabilities  outstanding to $292.4 million from $280.6 million,  and an increase
in average rates paid on deposits to 5.3%,  from 4.9%. For the nine months ended
March 31,  2001,  total  interest  expense  increased  by $1.2  million to $11.6
million,  from $10.3  million for the nine  months  ended  March 31,  2000.  The
increase was the result of an increase in average  balances of interest  bearing
liabilities outstanding to $287.8 million from $279.1 million and an increase in
average  rates paid on  deposits  to 5.4% from 4.9%.  The  increases  in average
balance  on  interest  bearing  liabilities  outstanding  for the three and nine
months ended March 31, 2001, as compared to the same periods last year, were due
to increased  customer  deposits,  while the  increase in average  rates paid on
deposits for these periods was due to general market conditions.

         As a result of the foregoing  changes,  the increase in interest income
was more than offset by an increase in interest expense  resulting in a decrease
in net interest  income of $251,000,  or 12.0%, to $1.8 million during the three
months ended March 31, 2001, as compared to $2.1 million during the three months
ended March 31, 2000.  During the nine months ended March 31, 2001, net interest
income decreased by $565,000, or 9.3%, to $5.6 million from $6.1 million for the
same period in the previous year.

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

         The Bank had no provision for loan losses for the three and nine months
ended March 31, 2001,  compared to no  provision  and a provision of $21,000 for
the three and nine months ended March 31, 2000.  The  allowance for loan losses,
which  was  $744,000  and  $742,000  at  March  31,  2001  and  June  30,  2000,
respectively,  is established in accordance with generally  accepted  accounting
principles  and  exists to absorb  known and  inherent  losses in the  Company's
overall loan portfolio.  In addition to historical loss experience,  the Company
considers  other  factors  that are  likely to cause  credit  losses,  including
changes in economic and business  conditions  and  developments,  changes in the
nature  and  volume  of the  portfolio,  trends  in the  level  of past  due and
classified loans, and the status of nonperforming  loans.  Based on management's
review and  analysis  of the  allowance  for loan  losses as of March 31,  2001,
management considered the allowance for loan losses to be adequate.

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

         Noninterest income increased $43,000 to $176,000, from $133,000 for the
three  months  ended March 31,  2001.  For the nine months ended March 31, 2001,
noninterest  income  increased  to $431,000,  from  $331,000 for the nine months
ended March 31, 2000.  The increases  were  primarily the result of increases in
income from life insurance contracts and increases in service fee income.

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

         Noninterest  expense  for  the  three  months  ended  March  31,  2001,
increased by $214,000 to  $991,000,  from  $777,000,  for the three months ended
March 31, 2000. Compensation and employee benefits increased $79,000 to $549,000
for the three  months ended March 31,  2001,  from  $470,000 for the same period
last year,  due to  additional  staffing  related to the opening of a branch;  a
onetime charge to complete funding of the directors'  retirement plan due to the
attainment  of  retirement  age  of two  directors  who  continue  to  serve  as
directors;  and an  increase  in the  noncash  charge to expense for ESOP shares
earned due to an increase in the market price of the Company's stock. Occupancy,
advertising and other expenses increased by $135,000 for the quarter ended March
31, 2001, due to an increase in expenses associated with the new branch.  During
the nine months ended March 31, 2001, noninterest expense increased $421,000, or
19.1%, to $2.7 million, from $2.2 million, compared to the nine months ended

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<PAGE>



March 31, 2000. This increase was due to increased  compensation  costs,  higher
levels of advertising,  and increased occupancy expenses associated with the new
branch, partially offset by a decrease in SAIF deposit insurance premiums.

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

         Provision  for income  taxes for the three months ended March 31, 2001,
totaled  $341,000,  compared to $489,000  for the three  months  ended March 31,
2000.  For the nine months ended March 31, 2001,  the provision for income taxes
totaled $1.1 million, as compared to $1.5 million for the same period last year.
The  effective  income tax rate for the three months  ended March 31, 2001,  was
33.8%,  compared  to 34.2% for the  three  months  ended  March  31,  2000.  The
effective  income tax rate for the nine months ended March 31, 2001,  was 34.0%,
compared to 34.5% for the nine months ended March 31, 2000. The lower  effective
rates are due to lower state taxes.

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

         There  were five  loans  totaling  $23,000  which  were 90 or more days
delinquent  but still  accruing at March 31, 2001, and no such loans at June 30,
2000.  Loans 90 or more days delinquent and not accruing totaled $2.7 million at
March 31,  2001 and June 30,  2000.  At March 31,  2001,  the Company had a $2.5
million loan which matured in June, 1998, and has not been repaid. A foreclosure
sale for the property  was held on April 30,  2001.  Based on the results of the
sale,  management  believes it will recover the entire amount due, including all
unpaid interest and late charges.

Liquidity
---------

         The Company is required to maintain liquid assets, as defined by Office
of Thrift  Supervision  regulations  to support safe and sound  operations.  The
Company's  liquidity  ratio  averaged  40.66% during the quarter ended March 31,
2001, and equaled 43.24% at March 31, 2001.

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

         As of March 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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<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.


Exhibits and Reports 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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<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 14, 2001                  By: /s/Gordon E. Clark
     -------------                     -------------------------------------
                                        Gordon E. Clark
                                        President and Chief Executive Officer



Date: May 14, 2001                  By: /s/Kathleen Trumpler
     -------------                     -------------------------------------
                                        Kathleen Trumpler
                                        Treasurer and Chief Financial Officer





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