<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 10-QSB


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003


                         Commission file number: 0-31847


                        LAWRENCE FINANCIAL HOLDINGS, INC.
                        ---------------------------------
        (Exact name of small business issuer as specified in its charter)


          Maryland                                          31-1724442
          --------                                          ----------

(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                          Identification No.)



                   311 SOUTH FIFTH STREET, IRONTON, OHIO 45638
                   -------------------------------------------
                    (Address of principal executive offices)


                                 (740) 532-0263
                                 --------------
                (Issuer's telephone number, including area code)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past ninety days. Yes X  No
                                                                 ---   ---

Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.

                Class:                  Outstanding at October 31, 2003
     Common Stock, $.01 par value                650,110 Shares


Transitional Small Business Disclosure Format (Check One):   Yes [ ]   No [X]

<PAGE>

                        LAWRENCE FINANCIAL HOLDINGS, INC.

                                   FORM 10-QSB

                        QUARTER ENDED SEPTEMBER 30, 2003

                         PART I - FINANCIAL INFORMATION


                                                                            Page
                                                                            ----

ITEM 1 - Financial Statements

       Consolidated Balance Sheets ........................................    3

       Consolidated Statements of Income ..................................    4

       Consolidated Statements of  Comprehensive Income ...................    5

       Consolidated Statements of Changes in Shareholders' Equity .........    6

       Consolidated Statements of Cash Flows ..............................    7

       Notes to the Consolidated Financial Statements .....................    8


ITEM 2 - Management's Discussion and Analysis of
       Financial Condition and Results of Operations ......................   12

ITEM 3 - Controls and Procedures ..........................................   23


                           PART II - OTHER INFORMATION

Other Information .........................................................   24

Signatures ................................................................   25

Exhibits ..................................................................   26




--------------------------------------------------------------------------------
                                        2

<PAGE>
<TABLE>
<CAPTION>

                                         CONSOLIDATED BALANCE SHEETS
                                  September 30, 2003 and December 31, 2002

-----------------------------------------------------------------------------------------------------------
                                                                          (Unaudited)
                                                                          September 30,        December 31,
                                                                              2003                  2002
                                                                              ----                  ----
<S>                                                                      <C>                  <C>
ASSETS

     Cash and due from banks                                             $  13,893,588        $  16,140,900
     Money market fund                                                         864,158              179,600
                                                                         -------------        -------------
         Total cash and cash equivalents                                    14,757,746           16,320,500
     Securities available for sale, at fair value                           23,828,889           14,192,370
     Loans receivable, net                                                  84,036,612           96,457,033
     Federal Home Loan Bank stock                                              632,800              614,400
     Premises and equipment, net                                             3,533,202            3,340,888
     Accrued interest receivable                                               620,072              685,755
     Cash surrender value of life insurance                                  2,246,935            2,131,685
     Other assets                                                              697,722              645,916
                                                                         -------------        -------------

              Total Assets                                               $ 130,353,978        $ 134,388,547
                                                                         =============        =============


LIABILITIES AND SHAREHOLDERS' EQUITY

     Liabilities
         Noninterest-bearing deposits                                    $   7,966,592        $   1,995,918
         Interest-bearing deposits                                         108,023,309          116,930,237
                                                                         -------------        -------------
              Total deposits                                               115,989,901          118,926,155
         Other liabilities                                                     570,503              673,601
                                                                         -------------        -------------
              Total liabilities                                            116,560,404          119,599,756

     Shareholders' Equity
         Common stock; par value $0.01 per share; shares
           authorized:  4,000,000; shares issued: 799,110                        7,991                7,991
         Additional paid-in capital                                          7,521,665            7,467,042
         Retained earnings                                                   9,695,023            9,485,971
         Treasury stock, at cost; shares: 149,000 in
           2003 and 94,000 in 2002                                          (2,728,688)          (1,683,600)
         Unearned ESOP shares                                                 (388,003)            (434,580)
         Unearned restricted stock awards                                     (201,794)            (201,794)
         Accumulated other comprehensive income,
           net of tax  of $(58,017) at 2003 and $76,119 in 2002               (112,620)             147,761
                                                                         -------------        -------------
              Total shareholders' equity                                    13,793,574           14,788,791
                                                                         -------------        -------------
                  Total liabilities and shareholders' equity             $ 130,353,978        $ 134,388,547
                                                                         =============        =============


              The accompanying notes are an integral part of these consolidated  financial statements.


-----------------------------------------------------------------------------------------------------------
                                                      3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                       CONSOLIDATED STATEMENTS OF INCOME
                         Three Months Ended and Nine Months September 30, 2003 and 2002
                                                  (Unaudited)

--------------------------------------------------------------------------------------------------------------


                                                   Three Months Ended                  Nine Months Ended
                                                      September 30,                       September 30,
                                              ----------------------------        ----------------------------
                                                 2003              2002              2003              2002
                                                 ----              ----              ----              ----
<S>                                           <C>               <C>               <C>               <C>
INTEREST INCOME
     Loans, including fees                    $1,590,877        $1,983,305        $5,009,295        $6,109,553
     Taxable securities                          152,753           167,252           516,849           493,692
     Tax exempt securities                        26,194                --            71,749                --
     Overnight deposit                            18,424            28,928            58,843            90,078
                                              ----------        ----------        ----------        ----------
                                               1,788,248         2,179,485         5,656,736         6,693,323
                                              ----------        ----------        ----------        ----------

INTEREST EXPENSE
     Deposits                                    555,623           867,798         1,864,182         2,812,019
     Federal Home Loan Bank borrowings                --            29,793                --            88,407
                                              ----------        ----------        ----------        ----------
                                                 555,623           897,591         1,864,182         2,900,426
                                              ----------        ----------        ----------        ----------

NET INTEREST INCOME                            1,232,625         1,281,894         3,792,554         3,792,897

Provision for loan losses                        195,000           372,000           690,000           702,000
                                              ----------        ----------        ----------        ----------

NET INTEREST INCOME
     AFTER PROVISION FOR LOAN LOSSES           1,037,625           909,894         3,102,554         3,090,897

NONINTEREST INCOME
     Net securities gains                          8,996             5,888           193,606            14,102
     Service charges                             152,867           113,707           379,454           330,799
     Other                                        75,718            69,465           167,014           183,055
                                              ----------        ----------        ----------        ----------
                                                 237,581           189,060           740,074           527,956
                                              ----------        ----------        ----------        ----------

NONINTEREST EXPENSE
     Salaries and benefits                       504,001           431,506         1,487,801         1,298,328
     Deposit insurance premiums                   11,609            14,828            41,963            72,468
     Occupancy and equipment                     130,968           117,963           312,861           285,208
     Data processing                             152,600           134,651           509,758           400,534
     Franchise tax                                35,468            29,163           103,062            94,413
     Advertising expense                          13,900            24,432            63,652            79,624
     Professional fees                            76,478            57,340           242,617           197,044
     Other                                       232,885           195,193           625,775           539,173
                                              ----------        ----------        ----------        ----------
                                               1,157,909         1,005,076         3,387,489         2,966,792
                                              ----------        ----------        ----------        ----------

INCOME BEFORE INCOME TAX                         117,297            93,878           455,139           652,061

Provision for income tax                          23,260            33,810           109,764           199,903
                                              ----------        ----------        ----------        ----------

NET INCOME                                    $   94,037        $   60,068        $  345,375        $  452,158
                                              ==========        ==========        ==========        ==========

Basic earnings per common share               $     0.16        $     0.09        $     0.56        $     0.67
                                              ==========        ==========        ==========        ==========

Diluted earnings per common share             $     0.15        $     0.09        $     0.55        $     0.65
                                              ==========        ==========        ==========        ==========


              The accompanying notes are an integral part of these consolidated financial statements.


--------------------------------------------------------------------------------------------------------------
                                                       4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                    CONSOLIDATED STATEMENTS OF COMPREHENSIVE
                     INCOME Three Months Ended and Nine Months September 30, 2003 and 2002
                                                  (Unaudited)
--------------------------------------------------------------------------------------------------------------


                                                   Three Months Ended                  Nine Months Ended
                                                      September 30,                       September 30,
                                              ----------------------------        ----------------------------
                                                 2003              2002              2003              2002
                                                 ----              ----              ----              ----

<S>                                           <C>               <C>               <C>               <C>
Net income                                    $   94,037        $   60,068        $  345,375        $  452,158

Other comprehensive income:
    Unrealized gains (losses) arising
      during period                             (266,585)          100,196          (200,911)          228,990
    Reclassification adjustment for gains
      included in net income                      (8,996)           (5,888)         (193,606)          (14,102)
                                              ----------        ----------        ----------        ----------
                                                (275,581)           94,308          (394,517)          214,888
    Income tax effect                            (93,697)          (32,065)         (134,136)          (73,062)
                                              ----------        ----------        ----------        ----------

    Other comprehensive income (loss),
      net of tax                                (181,884)           62,243          (260,381)          141,826
                                              ----------        ----------        ----------        ----------

Comprehensive income                          $  (87,847)       $  122,311        $   84,994        $  593,984
                                              ==========        ==========        ==========        ==========











            The accompanying notes are an integral part of these consolidated financial statements.


--------------------------------------------------------------------------------------------------------------
                                                       5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                         CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'
                          EQUITY Year Ended December 31, 2002 and the Nine Months Ended September 30, 2003
                                                             (Unaudited)
------------------------------------------------------------------------------------------------------------------------------------

                                                                                              Unearned     Accumulated
                                        Additional                               Unearned    Restricted       Other
                              Common      Paid-In     Retained     Treasury        ESOP        Stock      Comprehensive
                               Stock      Capital     Earnings       Stock        Shares       Awards         Income       Total
                               -----      -------     --------       -----        ------       ------         ------       -----

<S>                          <C>        <C>          <C>          <C>           <C>          <C>           <C>          <C>
Balance - January 1, 2002    $  7,991   $7,426,239   $9,076,779   $        --   $(496,660)   $(269,059)    $   33,008   $15,778,298

Net income                         --           --      606,449            --          --           --             --       606,449
Net unrealized appreciation
   on securities available
   for sale, net of tax of
   $59,115                         --           --           --            --          --           --        114,753       114,753
Treasury Stock acquired -
   94,000 shares                   --           --           --    (1,683,600)         --           --             --    (1,683,600)
Cash dividend -
   $0.28 per share                 --           --     (197,257)           --          --           --             --      (197,257)
Stock-based compensation           --       40,803           --            --      62,080       67,265             --       170,148
                             --------   ----------   -----------  ------------  ----------   ----------    -----------  ------------

Balance, December 31, 2002      7,991    7,467,042    9,485,971    (1,683,600)   (434,580)    (201,794)       147,761    14,788,791

Net income                         --           --      345,375            --          --           --             --       345,375
Net unrealized depreciation
   on securities available
   for sale, net of tax of
   $(134,136)                      --           --           --            --          --           --       (260,381)     (260,381)
Treasury Stock  acquired -
   55,000 shares                   --           --           --    (1,045,088)         --           --             --    (1,045,088)
Cash dividend -
   $0.21 per share                 --           --     (136,323)           --          --           --             --      (136,323)
Stock-based compensation           --       54,623           --            --      46,577           --             --       101,200
                             --------   ----------   -----------  ------------  ----------   ----------    -----------  ------------

Balance, September 30, 2003  $  7,991   $7,521,665   $9,695,023   $(2,728,688)  $(388,003)   $(201,794)    $ (112,620)  $13,793,574
                             ========   ==========   ===========  ============  ==========   ==========    ===========  ============


                      The accompanying notes are an integral part of these consolidated financial statements..


------------------------------------------------------------------------------------------------------------------------------------
                                                                  6
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    Nine Months Ended September 30, 2003 and 2002
                                                     (Unaudited)
-------------------------------------------------------------------------------------------------------------------
                                                                                          Nine Months Ended
                                                                                             September 30,
                                                                                  ---------------------------------
                                                                                        2003               2002
                                                                                        ----               ----
<S>                                                                               <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                                   $      345,375     $      452,158
     Adjustments to reconcile net income to net cash from
       operating activities
         Depreciation                                                                    182,918            161,654
         Provision for loan losses                                                       690,000            702,000
         Stock dividend on Federal Home Loan Bank stock                                  (18,400)           (20,600)
         Net premium amortization                                                        152,820              1,261
         Net securities gains                                                           (193,606)           (14,102)
         ESOP expense                                                                    101,200             75,652
         Restricted stock award expense                                                   80,299             50,010
         Change in other assets and liabilities                                          (17,179)          (293,356)
                                                                                  ---------------    ---------------

     Net cash from operating activities                                                1,323,427          1,114,677
                                                                                  ---------------    ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of:
         Securities available for sale                                               (34,204,072)        (8,355,970)
         Premises and equipment                                                         (379,990)          (203,922)
     Proceeds from:
         Sale of securities available for sale                                        15,987,916          6,373,041
         Calls, maturities and principal repayments of securities
           available for sale                                                          8,217,854          1,636,301
         Sale of fixed assets                                                              5,550                 --
     Net change in loans                                                              11,604,226          3,924,765
                                                                                  ---------------    ---------------

Net cash from investing activities                                                     1,231,484          3,374,215
                                                                                  ---------------    ---------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Net change in:
         Deposits                                                                     (2,936,254)         2,489,033
         Cash dividend paid                                                             (136,323)          (149,203)
         Purchase of treasury stock                                                   (1,045,088)        (1,683,600)
                                                                                  ---------------    ---------------

              Net cash from financing activities                                      (4,117,665)           656,230
                                                                                  ---------------    ---------------

Net change in cash and cash equivalents                                               (1,562,754)         5,145,122

Cash and cash equivalents at beginning of the year                                    16,320,500         12,197,766
                                                                                  ---------------    ---------------

Cash and cash equivalents at end of the period                                    $   14,757,746     $   17,342,888
                                                                                  ===============    ===============

Supplemental disclosures:
     Cash paid during the period for:
         Interest                                                                 $    1,856,084     $    2,907,041
         Income taxes                                                                    288,576            610,383

Non-cash transactions
         Transfer of loans to real estate owned                                          126,195            121,040


              The accompanying notes are an integral part of these consolidated financial statements.


-------------------------------------------------------------------------------------------------------------------
                                                          7
</TABLE>

<PAGE>

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2003
                                   (Unaudited)
--------------------------------------------------------------------------------

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include
Lawrence Financial Holdings, Inc. and its wholly-owned subsidiary, Lawrence
Federal Savings Bank (the "Bank") and the Bank's wholly-owned subsidiary,
Lawrence Financial Services Corporation (together, the "Company"). Intercompany
transactions and balances are eliminated in consolidation.

NATURE OF OPERATIONS: The Company provides financial services through its
offices in Lawrence and Scioto Counties, Ohio. Its primary deposit products are
checking, savings, and term certificate accounts, and its primary lending
products are real estate mortgage and installment loans. Substantially all loans
are secured by specific items of collateral including consumer assets and real
estate. Lawrence Financial Services Corporation only holds liquid assets in the
form of cash. The operations from Lawrence Financial Services Corporation are
not considered to be significant. Management considers the Company to operate in
one segment, banking.

EARNINGS PER COMMON SHARE: Basic earnings per common share is net income divided
by the weighted average number of common shares outstanding during the period.
Diluted earnings per common share includes the dilutive effect of additional
potential common shares issuable. ESOP shares are considered to be outstanding
for this calculation unless they are unearned. The weighted average number of
common shares outstanding for basic and diluted earnings per share computations
were as follows:

<TABLE>
<CAPTION>
                                                      THREE MONTH PERIOD                NINE MONTH PERIOD
                                                      ENDED SEPTEMBER 30,               ENDED SEPTEMBER 30
                                                      -------------------               ------------------
                                                     2003             2002             2003            2002
                                                     ----             ----             ----            ----
<S>                                                 <C>              <C>              <C>           <C>
Weighted average shares outstanding - Basic         599,042          643,186          611,244       669,952
Effect of stock options                              18,978            4,532           15,128         6,369
Effect of non-vested stock awards                     3,108           16,874            2,318        16,875
                                                  ---------        ---------        ---------     ---------
Net Effect of stock options and non-vested
  stock awards                                       22,086           21,406           17,446        23,244
Weighted average shares outstanding - Diluted       621,128          664,592          628,690       693,196
                                                  =========        =========        =========     =========
</TABLE>

STOCK-BASED COMPENSATION: Employee compensation under the stock option plan is
reported if options are granted below market price at grant date. Pro forma
disclosures of compensation cost of stock-based awards have been determined
using the fair value method that considers the time value of the option
considering the volatility of the Company's stock, expected dividend yield, and
the risk-free interest rate over the expected life of the option using a
Black-Scholes valuation model.

The options granted on December 31, 2001 have an exercise price of $14.45 and
expire in December 2011. One-fifth of the options vested on the date of grant;
the remaining options vest over four years. The fair value of options granted in
2001 was estimated using the following assumptions: Risk-free interest rate of
4.49%, expected life of 5 years, expected volatility of stock price of 27% and
expected dividend yield of 1.94%. Based on these assumptions, the estimated fair
value of options granted in 2001 was $3.77 per option.


--------------------------------------------------------------------------------
                                        8

<PAGE>

The following pro forma information presents net income and earnings per common
share had the fair value of the options been used to measure compensation cost
for the stock option plan.

<TABLE>
<CAPTION>
                                                         Three Months Ended            Nine Months Ended
                                                            September 30,                September 30,
                                                         2003           2002          2003           2002
                                                         ----           ----          ----           ----
<S>                                                     <C>            <C>          <C>            <C>
    Reported net income                                 $94,037        $60,068      $345,375       $452,158
    Pro forma impact                                    (9,725)        (9,725)      (29,175)       (29,175)
                                                        -------        -------      --------       --------
    Pro forma net income                                $84,312        $50,343      $316,200       $422,983
                                                        =======        =======      ========       ========

    Reported basic earnings per common share              $0.16          $0.09         $0.56          $0.67
    Pro forma impact                                     (0.02)         (0.02)        (0.03)         (0.02)
                                                         ------         ------        ------         ------
    Pro forma basic earnings per common share             $0.14          $0.07         $0.53          $0.65
                                                          =====          =====         =====          =====

    Reported diluted earnings per common share            $0.15          $0.09         $0.55          $0.65
    Pro forma impact                                     (0.01)         (0.01)        (0.03)         (0.02)
                                                         ------         ------        ------         ------
    Pro forma diluted earnings per common share           $0.14          $0.08         $0.52          $0.63
                                                          =====          =====         =====          =====
</TABLE>

MANAGEMENT'S OPINION: In the opinion of management, the accounting and reporting
policies followed by Lawrence Financial Holdings, Inc. conform to accounting
principles generally accepted in the United States of America (US GAAP). The
preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements. Actual results could differ from those
estimates. The allowance for loan losses is particularly subject to change.

These interim financial statements are prepared without audit and reflect all
adjustments of a normal recurring nature which, in the opinion of management,
are necessary to present fairly the consolidated financial position of Lawrence
Financial Holdings, Inc. at September 30, 2003, and its results of operations
and cash flows for the periods presented. Certain amounts in prior financial
statements have been reclassified to conform to the current presentation. The
accompanying consolidated financial statements do not contain all financial
disclosures required by US GAAP. Lawrence Financial Holdings, Inc.'s Annual
Report for the year ended December 31, 2002, contains consolidated financial
statements and related notes which should be read in conjunction with the
accompanying consolidated financial statements.



NOTE 2 - REGULATORY  CAPITAL  REQUIREMENTS

         The Bank is subject to various regulatory capital requirements
administered by federal regulatory agencies. Failure to meet minimum capital
requirements can initiate certain mandatory actions that, if undertaken, could
have a direct material effect on the Bank's financial statements. Under capital
adequacy guidelines and regulatory framework for prompt-corrective action, the
Bank must meet specific capital guidelines involving quantitative measures of
the Bank's assets, liabilities and certain off-balance-sheet items as calculated
under regulatory accounting practices. The Bank's capital amounts and
classifications are also subject to qualitative judgments by regulators about
the Bank's components, risk weightings and other factors. At September 30, 2003
and December 31, 2002, management believes the Bank complied with all regulatory
capital requirements. At September 30, 2003, Lawrence Federal exceeded all of
its regulatory capital requirements. Lawrence Federal is considered "well
capitalized" under regulatory guidelines. Management is unaware of any events or
circumstances that would change the Bank's classification since this time.


--------------------------------------------------------------------------------
                                        9
<PAGE>

         The Bank's actual capital levels and minimum required levels were as
follows:

<TABLE>
<CAPTION>
                                                                                                   Minimum
                                                                                                Required to be
                                                                Minimum Required            Well Capitalized Under
                                                                   for Capital                 Prompt Corrective
                                           Actual               Adequacy Purposes             Action Regulations
(dollars in thousands)              Amount        Ratio       Amount          Ratio           Amount        Ratio
                                    ------        -----       ------          -----           ------        -----

<S>                               <C>             <C>       <C>                <C>         <C>              <C>
September 30,2003:
-----------------
Total capital (to risk-
    weighted assets)              $   13,515      15.96%    $    6,774         8.0%        $     8,468      10.0%
Tier 1 (core) capital (to
    risk-weighted assets)         $   12,767      15.08%    $    3,386         4.0%        $     5,080       6.0%
Tier 1 (core) capital (to
    adjusted total assets)        $   12,767       9.75%    $    5,238         4.0%        $     6,547       5.0%


December 31,2002:
----------------
Total capital (to risk-
    weighted assets)              $   13,806      15.19%    $    7,271         8.0%        $     9,089      10.0%
Tier 1 (core) capital (to
    risk-weighted assets)         $   12,976      14.28%    $    3,635         4.0%        $     5,452       6.0%
Tier 1 (core) capital (to
    adjusted total assets)        $   12,976       9.67%    $    5,368         4.0%        $     6,709       5.0%
</TABLE>

         Regulations of the Office of Thrift Supervision (OTS) limit the amount
of capital distributions that may be made by the Bank without prior approval of
the OTS. The regulatory restriction provides that the Bank may make a capital
distribution after notifying the OTS and not receiving an objection within the
designated time period provided that (1) the total amount of all capital at the
institution (including the proposed capital distribution) for the applicable
calendar year does not exceed the institution's net income for that year to date
plus the institution's retained net income for the preceding two years; (2) the
institution will be well capitalized following the proposed capital
distributions; and, (3) certain other conditions are met. Capital distributions
that are not eligible for the OTS notice process require prior approval from the
OTS.

         In addition to the restriction described above, the Bank may not make
any capital distributions if the effect thereof would reduce the Bank's capital
level below the aggregate balance required for the liquidation account
established in connection with the Bank's mutual-to-stock conversion.


--------------------------------------------------------------------------------
                                       10
<PAGE>


NOTE 3 - ALLOWANCE FOR LOAN LOSSES AND NON-PERFORMING LOANS

Activity in the allowance for loan losses is as follows:

                                                Nine Months Ended September 30,
                                                    2003              2002
                                                ------------      -----------
                      (Dollars in Thousands)
        Beginning Balance .....................      $1,111           $1,232
        Provision for Loan Losses .............         690              702
        Charge Offs ...........................        (807)            (857)
        Recoveries ............................          30               34
                                                         --               --
        Ending Balance ........................      $1,024           $1,111
                                                     ======           ======


The following table shows the components of non-performing assets at:


                                                  September 30,     December 31,
                                                      2003              2002
                                                  -------------     ------------
                      (Dollars in Thousands)
        Non-Accrual Loans .....................        $528             $531
        Loans 90 days or more past due
          and still accruing interest .........       1,461            1,411
          Total Non-Performing Loans ..........       1,989            1,942
                                                      -----            -----
        Other Real Estate Owned ...............         158              151
        Total Non-Performing Assets ...........      $2,147           $2,093
                                                     ======           ======
        Non-performing loans to total loans ...       2.34%            1.99%
        Non-performing assets to total loans
          plus other real estate owned ........       2.52%            2.14%
        Allowance for credit losses to total
          non-performing loans ................      51.50%           57.20%
        Loans 90 days or more past due and
          not on non-accrual to total loans ...       1.72%            1.45%


--------------------------------------------------------------------------------
                                       11
<PAGE>

ITEM  2

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

                             SELECTED FINANCIAL DATA

--------------------------------------------------------------------------------


                                        Three Months Ended    Nine Months Ended
                                           September 30,         September 30,
                                          --------------        --------------
                                          2003      2002        2003      2002
                                          ----      ----        ----      ----
SIGNIFICANT RATIOS:
Net income to
   Average total assets                   0.28%     0.18%       0.34%     0.45%
   Average stockholders' equity           2.60      1.62        3.26      4.04
Net Interest Margin                       4.02      4.10        4.07      4.06
Average net loans to average deposits    79.18     87.86       79.31     89.49
Average stockholders' equity to
   average total assets                  10.35     10.89       10.41     11.20
Capital ratios
   Tier I capital - Bank Only             9.75      9.86        9.75      9.86
  Risk-based capital - Bank Only         15.96     15.03       15.96     15.03


--------------------------------------------------------------------------------

PER SHARE DATA:
Earnings per weighted average share
    Basic                              $  0.16      0.09    $  0.56       0.67
    Diluted                               0.15      0.09       0.55       0.65
Weighted average shares outstanding
    Basic                              599,042   643,186    611,244    669,952
    Diluted                            621,128   664,592    628,690    693,196
Total shares outstanding at end
    of period                          600,832   644,978    600,832    644,978
Cash dividends per share               $  0.07      0.07    $  0.21       0.21
Book value per share at end of
    period                             $ 21.21     20.73    $ 21.21      20.73
Market price at end of period
     Source:  NASDAQ.com               $ 23.00     14.30    $ 23.00      14.30



INTRODUCTION

         This report contains certain "forward-looking statements" within the
meaning of the federal securities laws. These statements are not historical
facts, rather they are statements based on Lawrence Financial Holdings, Inc.'s
("Lawrence Financial") current expectations regarding its business strategies,
intended results and future performance. Forward-looking statements are preceded
by terms such as "expects," "believes," "anticipates," "intends" and similar
expressions.

         Management's ability to predict results or the effect of future plans
or strategies is inherently uncertain. Factors which could affect actual results
include interest rate trends, the general economic climate in the market area in
which Lawrence Financial operates, as well as nationwide, Lawrence Financial's
ability to control costs and expenses, competitive products and pricing, loan
delinquency rates and changes in federal and state legislation and regulation.
These factors should be considered in evaluating the forward-looking statements
and undue reliance should not be placed on such statements. Lawrence Financial
assumes no obligation to update any forward-looking statements.


--------------------------------------------------------------------------------
                                       12
<PAGE>

OPERATING STRATEGY

         Lawrence Financial, through its wholly owned subsidiary Lawrence
Federal Savings Bank (the "Bank" or "Lawrence Federal"), operates as a
community-oriented financial institution focused on meeting the financial
service needs of consumers in its market area. To accomplish this objective,
Lawrence Federal offers a variety of mortgage and consumer loans and retail
deposit products. Lawrence Federal extends its lending activities outside of its
market area through programs for originating automobile loans through a network
of dealers. The consumer loans originated through these indirect lending
programs typically have shorter terms and higher yields than mortgage loans. In
addition, the origination of shorter term consumer loans will help Lawrence
Federal in managing its interest rate risk. However, these indirect lending
programs represent a higher risk of credit loss than real estate loans, since
the collateral securing these loans may decline in value quickly.

         Lawrence Federal's results of operations depend primarily on net
interest income, which is the difference between the interest income earned on
Lawrence Federal's interest-earning assets, such as loans and securities, and
the interest expense on its interest-bearing liabilities, such as deposits and
borrowings. Lawrence Federal also generates noninterest income primarily from
loan fees and service charges. Lawrence Federal's noninterest expenses primarily
consist of employee compensation and benefits, occupancy expense, data
processing costs, and other operating expenses. Lawrence Federal's results of
operations are also affected by general economic and competitive conditions,
notably changes in market interest rates, government policies and regulations.

           The Bank continued to experience credit quality issues in portions of
the loan portfolio, and expensed $300,000 of provision in the first quarter of
2003, $195,000 in the second quarter of 2003, and $195,000 in the third quarter
of 2003, compared to $150,000 in the first quarter of 2002, $180,000 in the
second quarter of 2002, and $372,000 in the third quarter of 2002.

         During the nine month period ended September 30, 2003, the Company had
net charge-offs of approximately $777,000, of which $294,000 occurred in the
third quarter. At September 30, 2003, the Company had a ratio of allowance for
loan losses to gross loans of 1.20% compared to 1.22% at the end of the prior
quarter, and 1.10% for the same period in 2002.


--------------------------------------------------------------------------------
                                       13
<PAGE>

COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 2003 AND DECEMBER 31, 2002

         During the first nine months of 2003, total assets decreased $4.03
million or 3.0%, to $130.4 million at September 30, 2003 when compared to
December 31, 2002. At September 30, 2003, net loans receivable had decreased
$12.4 million, or 12.9%, when compared to December 31, 2002. Direct and indirect
consumer loans decreased $5.7 million, or 14%, real estate loans decreased by
$10.1 million, or 20%, indirect mobile home loans decreased $2.5 million, or
15%, and commercial loans increased by $2.8 million, or 54%. The allowance for
loan losses at September 30, 2003 was $1.0 million. The growth in the commercial
loan portfolio was due primarily to the origination of commercial loan
participations with other, local commercial banks. In general, the decline in
the direct consumer loan portfolios and residental mortgage portfolios reflects
a combination of reduced loan demand and very aggressive competition from other
in-market and out-of-market lenders. The Bank has maintained competitve and
consistent pricing and underwriting criteria during this period of heightened
competition. The decline in indirect mobile home loan balances is the result of
an ongoing strategic objective to reduce the outstanding amounts in this loan
portfolio. Lawrence Federal's long term investments, held in the form of
securities, increased by $9.6 million, or 68%, when comparing September 30, 2003
balances to December 31, 2002. The reason for the growth in long term
investments was due to the fact the bank had excess liquidity in the form of
overnight deposits, which were earning only minimal interest. During the first
nine months of 2003, Lawrence Financial's available cash and cash equivalents
decreased to $14.8 million, a decrease of $1.6 million, or 10%. This decrease
was primarily due to the purchase of long term investments.

         Compared to December 31, 2002, total deposits decreased $2.9 million,
or 2.5%, to $115.9 million at September 30, 2003.

         Equity decreased $1.0 million, or 7%, to $13.8 million at September 30,
2003 when compared to December 31, 2002. During the period ended September 30,
2003, treasury stock purchased totaled $1.0 million, retained earnings increased
$345,000 as a result of net income for the period, the net unrealized
appreciation on securities available-for-sale decreased from an unrealized gain
of $148,000 to an unrealized loss of $113,000 and $136,000 of cash dividends
were paid to shareholders.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTH AND NINE MONTH PERIODS
ENDING SEPTEMBER 30, 2003 AND 2002

         GENERAL. For the three months ended September 30, Lawrence Financial's
net income increased 57% to $94,000 for 2003 from $60,000 for 2002. For the nine
month period ended September 30, Lawrence Financial's net income decreased 24%
to $345,000 for 2003 from $452,000 for 2002. Return on average assets was 0.28%
and 0.34% for the third quarter and first nine months of 2003, respectively,
compared to 0.18% and 0.45% for the same two periods in 2002. Return on average
equity was 2.66% and 3.26% for the third quarter and first nine months of 2003,
respectively, compared to 1.62% and 4.04% for the same two periods in 2002. Net
interest income decreased $49,000, or 4%, during the third quarter and decreased
$300, or less than 1%, for the nine month period ending September 30.
Noninterest income increased $49,000, or 26%, during the third quarter and
$212,000, or 40%, for the nine month period ending September 30. Positevly
affecting net income was a $177,000 or 48% decrease in the provision for loan
losses for the quarter ended September 30, and a $12,000 or 2% decrease in the
provision for loan losses for the nine months ended September 30. Offsetting the
increase in net interest and noninterest income was a $153,000, or 15%, increase
in noninterest expense for the quarter ended September 30 and a $421,000, or
14%, increase in noninterest expense for the nine months ended September 30.
There are several causes for the increase in non-interest expense. The Company
has expensed $926,000 year to date for salaries and wages compared to $801,000
during the same period in 2002. The Company has also experienced: increased
costs of employee benefits; increased data processing fees; increased costs
related to the collection of delinquent mobile home loans; and other
non-interest expenses which are related to the growth of the Company's customer
base.

         INTEREST INCOME. Interest income decreased $391,000, or 18%, for the
quarter compared to the same quarter in 2002 and decreased $1.0 million, or 15%,
for the first nine months of 2003 compared to the first nine months of 2002.


--------------------------------------------------------------------------------
                                       14

<PAGE>

Interest income on loans decreased $392,000, or 20%, and decreased $1.1 million,
or 18%, for the quarter and nine months ended September 30, respectively. These
decreases were primarily a result of a decline in the balance of the loan
portfolio and secondarily, as a result of a decrease in the yield on the
portfolio. Interest income on long-term investments decreased $14,000, or 8%,
for the quarter and increased $23,000, or 5%, for the nine months ended
September 30. The decrease in the quarter earnings was primarily due to the
purchase of securities at lower yields, while the increase was primarily a
result of a larger average balance being carried by the Company during 2003. The
average yield on interest-earning assets declined to 5.80% for the quarter and
6.05% for the nine months ended September 30, 2003, from 6.95% and 7.16% for the
same two periods in 2002, as lower yielding long term investments became a
higher percentage of interest earning assets.

         INTEREST EXPENSE. Interest expense decreased $342,000, or 38%, for the
quarter compared to the same quarter in 2002 and decreased $1.04 million, or
36%, for the first nine months of 2003 compared to the first nine months in
2002. The decrease in interest expense for the quarter and nine months ending
September 30, 2003, was a direct result of a decline in the rates paid on
deposits. In the third quarter and first nine months of 2003, there was no
interest paid on Federal Home Loan Bank advances, compared to $30,000 and
$88,000 for the same periods in 2002. The average cost of interest-bearing
liabilities was 2.00% for the quarter and 2.14% in the first nine months of 2003
compared to 3.01% and 3.31% for the same periods in 2002, primarily as a result
of lower market rates on certificates of deposits and a change in the mix of
deposits with a higher percentage of deposit dollars being made up from lower
cost funding sources.

         PROVISION FOR LOAN LOSSES. Activity in the allowance for loan losses
(the "Allowance") consists of increases due to monthly provisions for loan
losses and decreases for monthly charge offs, net of recoveries. Management
analyzes the adequacy of the allowance balance quarterly by determining its
estimate of probable losses in the loan portfolio and comparing that estimate to
the allowance's balance. Management calculates its estimate of probable losses
primarily by applying expected loss percentages to classified loans and
homogeneous loan categories. The impact of these events are described in more
detail below as part of the discussion comparing the third quarter of 2003, to
the fourth quarter 2002 and to the third quarter 2002 provisions for loan
losses.

         The provision for loan losses was $195,000 for the third quarter of
2003 which represents a decrease of $177,000, or 48%, over the $372,000 of
provision recorded for the same period in 2002. The provision for loan losses
was $690,000 for the nine months ended September 30, 2003 compared to $702,000
for the same period in 2002. Through the nine month periods ended September 30,
provision decreased $12,000, or 2% when comparing 2003 to 2002.

         Non-performing assets totaled $2.15 million at September 30, 2003, or
1.65% of assets. Of the $2.15 million in non-performing assets, $1.46 million
were loans which are 90 days or more past due and still accruing interest and
$528,000 were loans in a non-accrual status. Non-performing indirect mobile home
loans made up $535,000 of the loans that were 90 days or more past due and still
accruing interest and $234,000 of the loans that are carried in a non-accrual
status. At December 31, 2002, non-performing assets totaled $2.09 million or
1.56% of assets. Of the $2.09 million, $1.41 million were loans which are 90
days or more past due and still accruing interest and $531,000 were loans in a
non-accrual status. At December 31, 2002, non-performing indirect mobile home
loans made up $975,000 of the loans that were 90 days or more past due and still
accruing interest and $180,000 of the loans that are carried in a non-accrual
status. To facilitate long-term improvement to the quality of the Bank's loan
portfolios, the Bank's loan review and collection processes were enhanced in
2002 by the addition of experienced employees. In addition to these improvements
the Bank hired an experienced Certified Public Accountant to implement a full
time internal audit function within the Company during the second quarter of
2002. Management believes that these changes have served to improve the quality
of the information used to analyze the credit risk contained on the balance
sheet and the adequacy of the Bank's allowance for loan losses.

         Allowance for loan losses totaled $1.0 million at September 30, 2003
and $1.1 million at September 30, 2002. At September 30, 2003, Lawrence
Federal's allowance for loan losses represented 1.20% of total gross loans and
51.50% of nonperforming loans. Although management believes that it uses the
best information available to establish the allowance for loan losses, future
adjustments to the allowance for loan losses may be necessary and results of
operations


--------------------------------------------------------------------------------
                                       15
<PAGE>

could be adversely affected. Furthermore, while Lawrence Federal believes it has
established its existing allowance for loan losses in conformity with generally
accepted accounting principles, there can be no assurance that regulators, in
reviewing Lawrence Federal's loan portfolio, will not request Lawrence Federal
to increase its future provisions for loan losses. In addition, because future
events affecting borrowers and collateral cannot be predicted with certainty,
there can be no assurance that the existing allowance for loan losses is
adequate or that increases will not be necessary should the quality of any loans
deteriorate as a result of the factors discussed above. Any material increase in
the allowance for loan losses may adversely affect Lawrence Federal's financial
condition and results of operations.

         Management continues to monitor closely the risk characteristics of the
loan portfolio, local economic conditions and, as stated earlier, will consider
these factors when evaluating the appropriate amount of provision and allowance
for loan losses. Management believes the company to be adequately reserved at
September 30, 2003.












--------------------------------------------------------------------------------
                                       16

<PAGE>

NONINTEREST INCOME. The following table shows the components of noninterest
income and the dollar and percentage change from the three months ended
September 30, 2003 to the same period in 2002 and the nine months ending
September 30, 2003 to the same period in 2002.

<TABLE>
<CAPTION>

                                              Quarters Ended           Dollar       Percentage
                                            9/30/03      9/30/02       Change         Change
                                           ---------    ---------     --------     ------------
<S>                                             <C>         <C>           <C>          <C>
            (Dollars in Thousands)
        Net securities gains (losses) ....      $9          $6            $3           50%
        Service charges ..................     152         114            38           33%
        Other ............................      75          69             6            9%
                                                --          --             -
              Total ......................    $236        $189           $47           25%
                                              ====        ====           ===

          Service charges increased during the period as a result of repricing
the service fees for the various types of deposit accounts.

                                             Nine Months Ended         Dollar       Percentage
                                            9/30/03      9/30/02       Change         Change
                                           ---------    ---------     --------     ------------
            (Dollars in Thousands)
        Net securities gains (losses) ....   $194          $14          $180             N/M
        Service charges ..................    378          331            47             14%
        Other ............................    166          183          (17)            (9)%
                                              ---          ---          ----
              Total ......................   $738         $528          $210             40%
                                             ====         ====          ====
</TABLE>

         Net securities gains recognized in the first nine months of 2003 were
not duplicated in the same period of 2002. Securities were sold in the first
quarter of 2003 to reduce the Bank's exposure to unrealized losses in an upward
rate environment. During the first quarter of 2003, management determined that
there were investments being held that should be sold due to market conditions.
The gains recognized are not expected to be repeated during the remainder of
2003. The decrease in "Other" was due to fluctuations in various items. Service
charges increased during the period as a result of repricing the service fees
for the various types of deposit accounts.


--------------------------------------------------------------------------------
                                       17

<PAGE>

NON-INTEREST EXPENSE. The following tables show the components of noninterest
expense and the dollar and percentage change from the three months ended
September 30, 2003 to the same period in 2002 and the nine months ending
September 30, 2003 to the same period in 2002.

<TABLE>
<CAPTION>
                                              Quarters Ended           Dollar       Percentage
                                            9/30/03      9/30/02       Change         Change
                                           ---------    ---------     --------     ------------
<S>                                             <C>         <C>           <C>          <C>

            (Dollars in Thousands)
  Salaries and benefits ..................      $504         $432          $72              17%
  Deposit insurance premiums .............        12           15          (3)            (20)%
  Occupancy and equipment ................       131          118           13              11%
  Data processing ........................       153          135           18              13%
  Franchise tax ..........................        35           29            6              21%
  Advertising expense ....................        14           24         (10)            (42)%
  Professional fees ......................        77           57           20              35%
  Other ..................................       232          195           37              19%
                                                 ---          ---           --
        Total ............................    $1,158       $1,005         $153              15%
                                              ======       ======         ====

         Non-interest expense increased $153,000, or 15%, for quarter ended
September 30, 2003, as compared to the same period in 2002. The increase in
salaries and benefits for the quarter ended September 30, 2003 compared to the
same period in 2002 reflects the addition of employees as discussed below. The
Company has also experienced increases in: data processing as described in
greater detail below; printing and supplies; and other non-interest expenses
which are related to the growth of the Company's customer base and the daily
operation of the Company.

                                             Nine Months Ended         Dollar       Percentage
                                            9/30/03      9/30/02       Change         Change
                                           ---------    ---------     --------     ------------

            (Dollars in Thousands)
  Salaries and benefits ..................    $1,488       $1,298         $190              15%
  Deposit insurance premiums .............        42           72         (30)            (42)%
  Occupancy and equipment ................       313          285           28              10%
  Data processing ........................       510          401          109              27%
  Franchise tax ..........................       103           94            9              10%
  Advertising expense ....................        64           80         (16)            (20)%
  Professional Fees ......................       243          197           46              23%
  Other ..................................       625          540           85              16%
                                                 ---          ---           --
        Total ............................    $3,388       $2,967         $421              14%
                                              ======       ======         ====
</TABLE>

         Non-interest expense increased $421,000, or 14%, for the nine months
ended September 30, 2003, as compared to the same period in 2002. The increase
in salaries and benefits for the nine months ended September 30, 2003 compared
to the same period in 2002 reflects the addition of employees in the loan
collection, loan review, internal audit and operations departments within the
Company's banking subsidiary. The increase in data processing is the result of
an $80,000 expense related to the conversion process (discussed in the following
paragraph). The Company has also experienced increases in: costs incurred in the
collection of delinquent mobile home loans; printing and supplies; and other
non-interest expenses which are related to the growth of the Company's customer
base and the daily operation of the Company.

         In July of 2003, the Company replaced its existing data processing
system. This conversion to a new processing system will better position the Bank
to offer additional products, manage existing products, enhance customer service
value, and as an ultimate result, enhance shareholder value. The final direct
costs for the deconversion process were $80,000. The final savings for the post
conversion process from the current processor will more than offset these costs
within the first full year of processing under the new data processing service
provider.


--------------------------------------------------------------------------------
                                       18
<PAGE>


         INCOME TAX EXPENSE. The provision for income tax was $23,000 for the
three months ended September 30, 2003, compared to $34,000 in the same period
for 2002 and $110,000 for the nine months ended September 30, 2003, compared to
$200,000 in the same period for 2002. The provision decreased as a result of
lower taxable income. The effective tax rate for the quarter ended September 30,
2003 was 19.8% compared with 36.08% for the same period in 2002 and for the nine
months ended September 30, 2003 was 24.1% compared with 30.6% for the same
period in 2002.














--------------------------------------------------------------------------------
                                       19

<PAGE>

AVERAGE BALANCES, INTEREST AND AVERAGE YIELDS/COST

         The following table presents certain information regarding average
balances of assets and liabilities, as well as the total dollar amounts of
interest income from average interest-earning assets and interest expense on
average interest-bearing liabilities and the resulting average yields and costs.
The yields and costs for the periods indicated are derived by dividing income or
expense by the average balances of assets or liabilities, respectively, for the
periods presented. Average balances were derived from daily balances.

<TABLE>
<CAPTION>
                                       ----------------------------------------------------------------------------
                                                             NINE MONTHS ENDED SEPTEMBER 30,
                                       ----------------------------------------------------------------------------
                                                      2003                                     2002
                                       ----------------------------------       -----------------------------------

    (DOLLARS IN THOUSANDS)              AVERAGE                  AVERAGE         AVERAGE                   AVERAGE
                                        BALANCE     INTEREST     YIELD/          BALANCE     INTEREST      YIELD/
                                                                  RATE                                      RATE
                                       ---------   ----------  ----------       ----------  ----------   ----------
<S>                                    <C>           <C>          <C>           <C>           <C>           <C>
Interest-earning assets:
   Loans (1) .......................    $92,498       $5,009       7.23%         $103,125      $6,109        7.89%
   Securities (2) ..................     23,559          591       3.65%           12,062         494        5.46%
   Short term investments ..........      9,672           56       0.78%            9,403          90        1.28%
                                          -----           --                        -----          --
         Total interest-earning
          assets ...................    125,729        5,656       6.05%          124,590       6,693        7.16%
Non-interest-earning assets ........      9,974                                     9,228
                                          -----                                     -----
         Total assets ..............   $135,703                                  $133,818
                                       ========                                  ========

Interest-bearing liabilities:
   Deposits:
      Passbook accounts ............    $32,452          259       1.07%          $27,586         443        2.14%
      Money market accounts ........        991            7       0.89%              992          19        2.56%
      NOW accounts .................     14,674           66       0.60%           15,448         151        1.30%
      Certificates of deposit ......     68,516        1,532       2.99%           71,214       2,199        4.12%
                                         ------        -----                       ------       -----
         Total deposits ............    116,633        1,864       2.14%          115,240       2,812        3.26%
   FHLB advances ...................         --           --          --            2,000          88        5.91%
                                             --           --                        -----          --
         Total interest-bearing
          liabilities ..............    116,633        1,864       2.14%          117,240       2,900        3.31%
                                                       -----
Non-interest-bearing
 liabilities .......................      4,947                                     1,595
                                          -----                                     -----

         Total liabilities .........    121,580                                   118,835
Total retained earnings ............     14,123                                    14,983
                                         ------                                    ------
         Total liabilities
          and retained earnings ....   $135,703                                  $133,818
                                       ========                                  ========

   Net interest-earning assets .....     $9,097                                   $14,983
                                         ======                                   =======
   Net interest
    income/interest
    rate spread (3) ................                  $3,792       3.91%                       $3,793        3.85%
                                                      ======                                   ======
   Net interest margin (4) .........                   4.07%                                    4.06%
   Ratio of  interest-earning
    assets to interest-bearing
    liabilities ....................    107.79%                                   106.27%

-----------------------------------

(1) Balances are net of deferred loan origination costs, allowance for loan losses, undisbursed proceeds of
    construction loans in process, and include non-accrual loans.
(2) Includes investment securities available-for-sale, stock in the Federal Home Loan Bank of Cincinnati and
    mutual funds.
(3) Net interest rate spread represents the difference between the weighted average yield on interest-earning
    assets and the weighted average cost of interest-bearing liabilities.
(4) Net interest margin represents net interest income as a percentage of average interest-earning assets.

-------------------------------------------------------------------------------------------------------------------

                                                         20
</TABLE>

<PAGE>

MANAGEMENT OF INTEREST RATE RISK AND MARKET RISK ANALYSIS

         QUALITATIVE ASPECTS OF MARKET RISK. Lawrence Federal's most significant
form of market risk is interest rate risk. The principal objectives of Lawrence
Federal's interest rate risk management are to evaluate the interest rate risk
inherent in certain balance sheet accounts, determine the level of risk
appropriate given Lawrence Federal's business strategy, operating environment,
capital, liquidity requirements and performance objectives, and manage the risk
consistent with the Board of Director's approved guidelines. Lawrence Federal
has an Asset/Liability Committee (ALCO), responsible for reviewing its
asset/liability policies and interest rate risk position, which meets monthly
and reports trends and interest rate risk position to the Board of Directors
quarterly. The ALCO is actively involved in reviewing the mix, volume and
pricing strategies associated with managing the Bank's balance sheet and
interest rate risk. During the first nine months of 2003 management has utilized
several internal reports to better analyze the current financial position of the
Bank, and the Company, and to identify historic trends in both entities.
However, management is aware that the movement of interest rates is an
uncertainty which could have a negative impact on the earnings of Lawrence
Federal.

         At this time, Lawrence Federal is liability sensitive which makes the
Bank subject to increased interest expense during periods of rising interest
rates. Lawrence Federal has placed an emphasis on originating adjustable-rate
loans and attracting longer term fixed rate time deposits, of which, both will
serve to make the balance sheet less liability sensitive. Lawrence Federal
currently does not participate in hedging programs, interest rate swaps or other
activities involving the use of derivative financial instruments.

         QUANTITATIVE ASPECTS OF MARKET RISK. When evaluating interest rate risk
Lawrence Federal utilizes an interest sensitivity analysis prepared by the
Office of Thrift Supervision (the "OTS"), which is supplemented by an internally
generated, monthly "Rate-Volume-Variance Report". The following table, which is
based on information provided to Lawrence Federal by the Office of Thrift
Supervision, presents the change in Lawrence Federal's net portfolio value at
June 30, 2003, that would occur upon an immediate change in interest rates based
on OTS assumptions, but without giving effect to any steps that management might
take to counteract that change.

<TABLE>
<CAPTION>

                                                                                  NPV AS % OF PORTFOLIO
                                            NET PORTFOLIO VALUE                      VALUE OF ASSETS
                CHANGE IN        -------------------------------------------     ----------------------
             INTEREST RATES        (DOLLARS IN THOUSANDS)                          NPV      CHANGE (1)
            IN BASIS POINTS
              (RATE SHOCK)        $ AMOUNT        $ CHANGE         % CHANGE       RATIO
           -----------------     ----------      ----------       ----------     -------   ------------
<S>            <C>                <C>             <C>               <C>         <C>             <C>
                   300              14,190          (2,090)           (13)%       10.40%          (115)

                   200              15,203          (1,076)            (7)%       10.99%           (55)

                   100              15,953            (327)            (2)%       11.41%           (14)

                 Static             16,279              --               --       11.55%            --

                  (100)             16,277              (2)             N/M       11.48%            (7)
</TABLE>

(1) Expressed in basis points.

         The preceding table shows that in the event of a sudden and sustained
increase in market interest rates of 200 basis points or more, the net portfolio
value of Lawrence Federal would decrease moderately.

         The OTS uses certain assumptions in assessing the interest rate risk of
savings associations. These assumptions relate to interest rates, loan
prepayment rates, deposit decay rates, and the market values of certain assets
under differing interest rate scenarios, among others.


--------------------------------------------------------------------------------
                                       21
<PAGE>

         As with any method of measuring interest rate risk, certain
shortcomings are inherent in the method of analysis presented in the foregoing
table. For example, although certain assets and liabilities may have similar
maturities or periods to repricing, they may react in different degrees to
changes in market interest rates. Also, the interest rates on certain types of
assets and liabilities may fluctuate in advance of changes in market interest
rates, while interest rates on other types may lag behind changes in market
rates. Additionally, certain assets, such as adjustable rate mortgage loans,
have features which restrict changes in interest rates on a short-term basis and
over the life of the asset. Further, if interest rates change, expected rates of
prepayments on loans and early withdrawals from certificates of deposit could
deviate significantly from those assumed in calculating the table.

LIQUIDITY AND CAPITAL RESOURCES

         Liquidity is the ability to meet current and future financial
obligations of a short-term nature. Lawrence Federal further defines liquidity
as the ability to respond to the needs of depositors and borrowers as well as
maintaining the flexibility to take advantage of investment opportunities.
Lawrence Federal's primary sources of funds consist of deposit inflows, loan
repayments, maturities and sales of investment securities and borrowings from
the Federal Home Loan Bank. While maturities and scheduled amortization of loans
and securities are predictable sources of funds, deposit flows and mortgage
prepayments are greatly influenced by general interest rates, economic
conditions and competition.

         Lawrence Federal's most liquid assets are cash and short-term
investments (securities maturing in one year or less). The levels of these
assets are dependent on Lawrence Federal's operating, financing, lending and
investing activities during any given period. At September 30, 2003, cash and
short-term investments totaled $14.8 million. Securities classified as
available-for-sale totaled $23.8 million.

         Funding is obtained primarily from activity involving deposit accounts
and Federal Home Loan Bank advances. In the first nine months of 2003 Lawrence
Federal experienced a net decrease in total deposits of $2.9 million since
December 31, 2002 compared to an increase of $2.5 million for the same period in
2002. In addition, at September 30, 2003, Lawrence Federal had the ability to
borrow a total of approximately $15 million from the Federal Home Loan Bank of
Cincinnati through the use of an existing cash management advance agreement. On
that date, Lawrence Federal had no long term advances outstanding. On the same
date in 2002, Federal Home Loan Bank advances were at $2 million. Deposit flows
are affected by the overall level of interest rates, the interest rates and
products offered by Lawrence Federal and its local competitors and other
factors. Lawrence Federal generally manages the pricing of its deposits to be
competitive and to increase core deposit relationships. Occasionally, Lawrence
Federal offers promotional rates on certain deposit products in order to attract
deposits.

         Lawrence Federal is subject to various regulatory capital requirements
administered by the OTS including a risk-based capital measure. The risk-based
capital guidelines include both a definition of capital and a framework for
calculating risk-weighted assets by assigning balance sheet assets and
off-balance sheet items to broad risk categories. At September 30, 2003,
Lawrence Federal exceeded all of its regulatory capital requirements. Lawrence
Federal is considered "well capitalized" under regulatory guidelines. See the
table on page ten (10) of this filing for more detail regarding the Bank's
capital position.

EFFECT OF INFLATION AND CHANGING PRICES

         The consolidated financial statements and related financial data
presented in this Form 10-QSB have been prepared following accounting principles
generally accepted in the United States of America, which require the
measurement of financial position and operating results in terms of historical
dollars without considering the change in the relative purchasing power of money
over time due to inflation. The primary impact of inflation is reflected in the
increased cost of Lawrence Federal's operations. Unlike most industrial
companies, virtually all the assets and liabilities of a financial institution
are monetary in nature. As a result, interest rates generally have a more
significant impact on a financial institution's performance than do general
levels of inflation. Interest rates do not necessarily move in the same
direction or to the same extent as the prices of goods and services.


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<PAGE>

ITEM  3

                             CONTROLS AND PROCEDURES


         The Company's management, including the Company's principal executive
officer and principal financial officer, have evaluated the effectiveness of the
Company's "disclosure controls and procedures," as such term is defined in Rule
13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended,
(the "Exchange Act"). Based upon their evaluation, the principal executive
officer and principal financial officer concluded that, as of the end of the
period covered by this report, the Company's disclosure controls and procedures
were effective for the purpose of ensuring that the information required to be
disclosed in the reports that the Company files or submits under the Exchange
Act with the Securities and Exchange Commission (the "SEC") (1) is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and (2) is accumulated and communicated to the Company's
management, including its principal executive and principal financial officers,
as appropriate to allow timely decisions regarding required disclosure. In
addition, based on that evaluation, no change in the Company's internal control
over financial reporting occurred during the quarter ended September 30, 2003
that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.













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                                       23

<PAGE>

                        LAWRENCE FINANCIAL HOLDINGS, INC.
                                   FORM 10-QSB

                        Quarter ended September 30, 2003

PART II - OTHER INFORMATION

Item 1-      Legal Proceedings:
             There are no matters required to be reported under this item.

Item 2-      Changes in Securities:
             There are no matters required to be reported under this item.

Item 3-      Defaults Upon Senior Securities:
             There are no matters required to be reported under this item.

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

             There are no matters required to be reported under this item.

Item 5-      Other Information:
             There are no matters required to be reported under this item.

Item 6-      Exhibits and Reports on Form 8-K:

             (a) Exhibits -

                    31.1 - Rule 13a-14(a)/15d-14(a) Certification of Chief
                           Executive Officer

                    31.2 - Rule 13a-14(a)/15d-14(a) Certification of Chief
                           Financial Officer

                    32.1 - Section 1350 Certification of Chief Executive Officer

                    32.2 - Section 1350 Certification of Chief Financial Officer



            (b) Reports on Form 8-K.
                    A report on form 8-K was filed on July 10, 2003. Under
                    Item 9, Regulation FD Disclosure, Lawrence Financial
                    Holdings, Inc. reported that it issued a press release to
                    announce financial results for the quarter ended
                    June 30, 2003.


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<PAGE>

         SIGNATURES

         In accordance with the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                            Lawrence Financial Holdings, Inc.



Date: November 12, 2003     /s/ Jack L. Blair
     ---------------------  ----------------------------------------------------
                            Jack L. Blair
                            President and Chief Executive Officer


Date: November 12, 2003     /s/ RobRoy Walters
    ----------------------  ---------------------------------------------------
                            RobRoy Walters
                            Executive Vice President and Chief Financial Officer











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