SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)
[X]      Annual  report  pursuant  to  section  13 or 15 (d)  of the  Securities
         Exchange Act of 1934 For the fiscal year ended December 31, 1999

                                       OR

[ ]      Transition report pursuant to section 13 or 15(d) of the
         Securities Exchange Act of 1934
         For the transition period from              to             .
                                        -------------   ------------

Commission File No. 0-24579

                         Carnegie Financial Corporation
              ----------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

Pennsylvania                                             25-1806857
-------------------------------------------           -----------------
(State or Other Jurisdiction of Incorporation or      (I.R.S. Employer
Organization)                                         Identification No.)

17 West Mall Plaza, Carnegie, Pennsylvania                 15106
------------------------------------------               ----------
(Address of Principal Executive Offices)                 (Zip Code)

Issuer's Telephone Number, Including Area Code:        (412) 276-1266
                                                       --------------

Securities registered under to Section 12(b) of the Exchange Act:       None
                                                                       ------
Securities registered under to Section 12(g) of the Exchange Act:

                     Common Stock, par value $0.10 per share
                     ---------------------------------------
                                (Title of Class)

     Check whether the issuer: (1) has 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 90 days.
YES  X   NO    .
   -----   ----

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  Registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     State issuer's revenues for its most recent fiscal year. $2,000,344

     The  aggregate  market  value of the  voting and  non-voting  stock held by
non-affiliates  of the  Registrant,  based on the average bid and asked price of
the Registrant's Common Stock on March 1, 2000 was $1.4 million.

     As of March 1, 2000,  there were issued and  outstanding  224,776 shares of
the Registrant's Common Stock.

     Transition Small Business Disclosure Format (check one): YES      NO  X
                                                                  ---     ---
                       DOCUMENTS INCORPORATED BY REFERENCE

     1.   Portions  of the Annual  Report to  Stockholders  for the Fiscal  Year
          ended December 31, 1999 (Part II)

     2.   Portions of the Proxy Statement for the Annual Meeting of Stockholders
          for the Fiscal Year ended December 31, 1999. (Part III)


<PAGE>

Item 1.  Business
-----------------
                                     PART I

Forward Looking Statements

     Carnegie Financial Corporation (the "Company"or "Registrant") may from time
to time make written or oral "forward-looking statements",  including statements
contained in the Company's  filings with the Securities and Exchange  Commission
(including this Annual Report on Form 10-KSB and the exhibits  thereto),  in its
reports to stockholders and in other  communications  by the Company,  which are
made in good faith by the Company  pursuant to the "safe  harbor"  provisions of
the Private Securities Litigation Reform Act of 1995.

     These forward-looking  statements involve risks and uncertainties,  such as
statements  of the  Company's  plans,  objectives,  expectations,  estimates and
intentions,  that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's  financial  performance to differ  materially from the
plans,  objectives,  expectations,  estimates and  intentions  expressed in such
forward-looking statements: the strength of the United States economy in general
and  the  strength  of  the  local  economies  in  which  the  Company  conducts
operations;  the effects of, and changes in, trade, monetary and fiscal policies
and laws,  including  interest  rate  policies of the Board of  Governors of the
Federal  Reserve  System,   inflation,   interest  rate,   market  and  monetary
fluctuations;  the timely  development  of and  acceptance  of new  products and
services of the Company and the perceived  overall  value of these  products and
services by users,  including  the  features,  pricing  and quality  compared to
competitors'  products and  services;  the  willingness  of users to  substitute
competitors' products and services for the Company's products and services;  the
success of the  Company in  gaining  regulatory  approval  of its  products  and
services,  when required;  the impact of changes in financial services' laws and
regulations   (including  laws  concerning   taxes,   banking,   securities  and
insurance);  technological changes,  acquisitions;  changes in consumer spending
and  savings  habits;  and the  success  of the  Company at  managing  the risks
involved in the foregoing.

     The Company  cautions that the foregoing  list of important  factors is not
exclusive.  The  Company  does  not  undertake  to  update  any  forward-looking
statement,  whether written or oral, that may be made from time to time by or on
behalf of the Company.

General

     The Company is a Pennsylvania corporation organized in February 1998 at the
direction  of Carnegie  Savings  Bank (the "Bank") to acquire all of the capital
stock that the Bank  issued in its  conversion  from the mutual to stock form of
ownership  (the  "Conversion").  On  July  10,  1998,  the  Bank  completed  the
Conversion and became a wholly owned subsidiary of the Company. The Company is a
unitary savings and loan holding company which,  under existing laws,  generally
is not  restricted  in the types of business  activities  in which it may engage
provided   that  the  Bank   retains  a  specified   amount  of  its  assets  in
housing-related  investments.  The Company  conducts no significant  business or
operations  of its own other than  holding all of the  outstanding  stock of the
Bank.   References  to  the  Company  or  Registrant  generally  refers  to  the
consolidated entity which includes the main operating company,  the Bank, unless
the context indicates otherwise.


                                       1
<PAGE>
     The Bank is a federally  chartered  stock  savings  bank  headquartered  in
Carnegie,  Pennsylvania.  The Bank is subject to examination  and  comprehensive
regulation  by the Office of Thrift  Supervision  ("OTS") and its  deposits  are
federally  insured by the Bank Insurance  Fund ("BIF").  The Bank is a member of
and owns  capital  stock in the Federal Home Loan Bank of  Pittsburgh  ("FHLB"),
which is one of the 12 regional banks in the FHLB System.

     The Bank operates a traditional  savings bank business,  attracting deposit
accounts from the general public and using those  deposits,  together with other
funds,  primarily  to  originate  and invest in loans  secured by  single-family
residential real estate.

Competition

     Competition  for deposits comes from other insured  financial  institutions
such as commercial banks, thrift institutions, credit unions, finance companies,
and multi-stage regional banks in the Registrant's market areas. Competition for
funds also  includes a number of  insurance  products  sold by local  agents and
investment  products such as mutual funds and other securities sold by local and
regional brokers.  Loan competition  varies depending upon market conditions and
comes from commercial  banks,  thrift  institutions,  credit unions and mortgage
bankers.

Lending Activities

     Analysis of Loan  Portfolio.  Set forth below is selected  data relating to
the composition of the Registrant's  loan portfolio by type of loan on the dates
indicated:

                                                         December 31,
                                           -------------------------------------
                                                   1999               1998
                                           ------------------  -----------------
                                             Amount  Percent   Amount  Percent
                                                  (Dollars in thousands)
 Type of Loans:
 Real Estate Loans:
   One- to four-family (1)............     $ 17,811    78.39% $10,989    75.00%
   Construction.......................        1,573     6.92    1,252     8.55
   Commercial.........................        1,070     4.71      491     3.35
   Home equity and second mortgage loans        775     3.41      766     5.23
                                            -------   ------  -------   ------
       Total real estate..............       21,229    93.43   13,498    92.13
                                            -------   ------  -------   ------
 Commercial...........................          565     2.49      304     2.07
                                            -------   ------  -------   ------
 Consumer Loans:
   Automobile loans...................          514     2.26      450     3.07
   Unsecured loans....................          270     1.19      288     1.97
   Share loans........................          144      .63      111      .76
                                            -------   ------  -------   ------
      Total consumer..................          928     4.08      849     5.80
                                            -------   ------  -------   ------
 Total................................     $ 22,722   100.00% $14,651  100.00%
                                            =======   ======   ======  ======
   --------------------
(1)  Includes  $126,000 and $16,000 for fiscal 1999 and 1998,  respectively,  of
     multi-family loans.

                                       2

<PAGE>

Loan Maturity Tables

     The following sets forth the maturity of the Registrant's loan portfolio at
December 31, 1999. The table does not include prepayments or scheduled principal
repayments. At December 31, 1999, prepayments and scheduled principal repayments
of loans  totaled  $2.7  million.  All  loans  are  shown as  maturing  based on
contractual maturities.

                                                   Due after
                                      Due within   1 through   Due after
                                        1 year      5 years     5 years   Total
                                        ------      -------     -------   -----
                                                      (In thousands)
One- to four-family real estate....... $    2     $   415     $17,394    $17,811
Construction..........................  1,573          --          --      1,573
Commercial real estate................     --          --       1,070      1,070
Home equity and second mortgage loans.     --         286         489        775
Commercial............................     --          --         565        565
Consumer..............................     35         760         133        928
                                        -----      ------      ------     ------
      Total........................... $1,610     $ 1,461     $19,651    $22,722
                                        =====      ======      ======     ======

     The following  table sets forth as of December 31, 1999,  the dollar amount
of all loans due after December 31, 2000,  based upon fixed rates of interest or
floating or adjustable interest rates.

                                                   Floating or
                                  Fixed Rates   Adjustable Rates    Total
                                  -----------   ----------------    -----
                                                 (In thousands)
  One-to-four family real estate... $17,199         $ 610          $17,809
  Commercial real estate...........      --         1,070            1,070
  Home equity and second
    mortgage loans.................     775            --              775
  Commercial.......................      --           565              565
  Consumer.........................     893            --              893
                                     ------        ------           ------
            Total.................. $18,867        $2,245          $21,112
                                     ======         =====           ======

     Real Estate Loans.  The Registrant's  primary lending activity  consists of
the  origination of one- to -four family fixed rate  residential  mortgage loans
secured by  property  located in the its primary  market  area.  The  Registrant
generally  originates one- to four-family fixed rate residential  mortgage loans
in amounts up to 95% of the lesser of the  appraised  value or  purchase  price,
with private mortgage insurance required on loans with a loan-to-value  ratio in
excess of 90%.  Generally,  the maximum  loan-to-value  ratio on mortgage  loans
secured by non-owner occupied properties and commercial  buildings is limited to
70%. The Registrant retains all of its mortgage loans and originates these loans
with  maturities of up to 30 years.  Mortgage  loans  originated and held by the
Registrant generally include due-on-sale clauses.  This gives the Registrant the
right to deem the loan  immediately  due and  payable in the event the  borrower
transfers  ownership  of the property  securing  the  mortgage  loan without the
Registrant's consent.

                                       3
<PAGE>

     The Registrant originates home equity loans and second mortgage loans which
are secured by one- to -four family residences.  These loans have fixed rates of
interest with terms of up to 15 years. The loans are generally  subject to a 80%
combined loan-to-value limitation,  including any other outstanding mortgages or
liens.

     Commercial  real  estate  lending  entails  significant   additional  risks
compared to residential  property  lending.  These loans typically involve large
loan balances to single borrowers or groups of related borrowers.  The repayment
of these loans  typically is dependent on the  successful  operation of the real
estate project securing the loan.  These risks can be significantly  affected by
supply and demand  conditions  in the market for office and retail space and may
also be subject to adverse conditions in the economy.

     The Registrant makes  construction  loans primarily for the construction of
one-to  four-family  primary home  dwellings.  These loans are primarily made to
persons who are constructing properties for the purpose of occupying them. Loans
made to  individual  property  owners are  "construction-permanent"  loans which
generally   provide  for  the  payment  of  principal  and  interest   during  a
construction period (generally up to six months) at fixed or adjustable interest
rates having terms similar to other one- to -four family residential loans.

     Construction  financing is generally  considered to involve a higher degree
of risk of loss than long-term financing on improved, occupied real estate. Risk
of loss on a  construction  loan is  dependent  largely upon the accuracy of the
initial  estimate of the  property's  value at  completion of  construction  and
development and the estimated cost (including interest) of construction.  During
the  construction  phase,  a number of factors  could  result in delays and cost
overruns.  If the estimate of  construction  costs proves to be inaccurate,  the
Registrant  may be  required  to advance  funds  beyond  the  amount  originally
committed  to permit  completion  of the  development.  If the estimate of value
proves to be inaccurate,  the  Registrant may be confronted,  at or prior to the
maturity of the loan,  with a project  having a value which is  insufficient  to
assure full repayment.

     Commercial  Business  Loans.  The  Registrant  maintains a small  number of
commercial  lines  of  credit  made  to  local  businesses  and   professionals.
Commercial business loans generally are deemed to entail  significantly  greater
risk than that which is involved  with single  family real estate  lending.  The
repayment  of  commercial   loans  typically  is  dependent  on  the  successful
operations and income stream of the business and the borrower. Such risks can be
significantly affected by economic conditions.  In addition,  commercial lending
generally   requires   substantially   greater  oversight  efforts  compared  to
residential real estate lending.

     Consumer Loans.  Consumer loans consist of share loans,  automobile  loans,
and  unsecured   loans.   The  Registrant   makes  unsecured  loans  to  certain
creditworthy  borrowers.  Loans secured by vehicles are financed for terms up to
60 months. Loans secured by deposits of the Registrant are granted in amounts up
to 95% of the deposited amount.

     Consumer loans may entail  greater risk than  residential  mortgage  loans,
particularly  in the case of  consumer  loans that are  unsecured  or secured by
assets that depreciate rapidly.  Repossessed collateral for a defaulted consumer
loan may not be  sufficient  for  repayment  of the  outstanding  loan,  and the
remaining deficiency may not be collectible.


                                       4
<PAGE>

     Loan  Approval  Authority  and  Underwriting.  The  Registrant  establishes
various  lending  limits  for  its  officers  and  maintains  a  loan  committee
consisting of the board of directors.  The President and the loan officer of the
Bank have  authority  to approve  home equity  loans up to $35,000 and  $20,000,
respectively,  and the Officer  Loan  Committee  which  consists of the Board of
Directors,  has the authority to approve unsecured  consumer loans up to $5,000.
The loan committee  ratifies all  residential  mortgage loans and all other real
estate and consumer loans.

     Upon receipt of a completed loan application from a prospective borrower, a
credit report is ordered.  Income and certain other information is verified.  If
necessary,  additional financial  information may be requested.  An appraisal or
other  estimate of value of the real estate  intended to be used as security for
the proposed  loan is obtained.  Appraisals  are  processed by  independent  fee
appraisers.

     Title  insurance is generally  required on all real estate  mortgage  loans
except home equity and second mortgage loans under $50,000.  For home equity and
second mortgage loans under $50,000,  the Registrant  obtains a property report,
which indicates  whether there are any liens or other  encumbrances  against the
property.  Borrowers  also  must  obtain  fire  and  casualty  insurance.  Flood
insurance is required on loans that are secured by property that is located in a
flood zone.

     Loan Commitments. Written commitments are given to prospective borrowers on
all approved real estate loans.  Generally,  the commitment  requires acceptance
within 45 days of the date of issuance.  At December 31,  1999,  commitments  to
cover  originations of mortgage loans totaled $68,000.  The Registrant  believes
that virtually all of its commitments will be funded.

     Loans to One Borrower. The maximum amount of loans which the Registrant may
make to any one  borrower  may not exceed the  greater of $500,000 or 15% of the
Registrant's  unimpaired capital and unimpaired surplus. The Registrant may lend
an additional 10% of its unimpaired  capital and unimpaired  surplus if the loan
is fully secured by readily  marketable  collateral.  At December 31, 1999,  the
Registrant's maximum loan-to-one borrower limit was $500,000.

Nonperforming and Problem Assets

     Loan Delinquencies. When a mortgage loan becomes 30 days past due, a notice
of nonpayment is sent to the borrower.  If such payment is not received by month
end, an additional notice of nonpayment is sent to the borrower.  After 60 days,
if payment is still delinquent, a notice of right to cure default is sent to the
borrower giving 30 additional days to bring the loan current before  foreclosure
is commenced.  If the loan continues in a delinquent status for 90 days past due
and no repayment plan is in effect, foreclosure proceedings will be initiated.

     Loans are  reviewed  and are placed on a  non-accrual  status when the loan
becomes more than 90 days delinquent or when, in our opinion,  the collection of
additional interest is doubtful.  Interest accrued and unpaid at the time a loan
is placed on nonaccrual  status is charged against interest  income.  Subsequent
interest  payments,  if any,  are either  applied to the  outstanding  principal
balance or recorded as  interest  income,  depending  on the  assessment  of the
ultimate collectibility of the loan.

     Nonperforming  Assets. The following table sets forth information regarding
nonaccrual  loans and real estate owned,  as of the dates  indicated.  As of the
dates  indicated,  the  Registrant  had no loans  categorized  as troubled  debt
restructurings  within the meaning of SFAS 15 and no impaired  loans  within

                                       5
<PAGE>

the meaning of SFAS 114, as amended by SFAS 118. Interest income that would have
been recorded on loans  accounted  for on a nonaccrual  basis under the original
terms of such loans was immaterial for the year ended December 31, 1999.

                                                         At December 31,
                                                     -----------------------
                                                      1999           1998
                                                      ----           ----
                                                      (Dollars in thousands)
Loans accounted for on a non-accrual basis:
Real estate loans:
  One-to-four family..........................          $ 9         $ 22
  Home equity and second mortgage loans.......           --           --
  Commercial..................................           --           --
  Construction................................           --           --
Commercial....................................           --           30
Consumer......................................           41           --
                                                      -----        -----
Total non-accrual loans.......................           50           52
                                                      -----        -----
Accruing loans which are contractually past due
 90 days or more:                                        --           --
                                                      -----        -----
Total non-performing loans....................           50           52
                                                      -----        -----
Real estate owned.............................           --           --
                                                      -----        -----
Other non-performing assets...................           --           --
                                                      -----        -----
Total non-performing assets...................           50       $   52
                                                      =====        =====
Total non-performing loans to total loans.....          .22%         .36%
                                                      =====        =====
Total non-performing loans to total assets....          .17%         .26%
                                                      =====        =====
Total non-performing assets to total assets...          .17%         .26%
                                                      =====        =====

     Classified Assets. OTS regulations provide for a classification  system for
problem  assets of savings  banks which  covers all problem  assets.  Under this
classification  system,  problem  assets of  savings  banks such as the Bank are
classified  as  "substandard,"  "doubtful,"  or "loss."  An asset is  considered
substandard if it is inadequately  protected by the current net worth and paying
capacity  of the  borrower or of the  collateral  pledged,  if any.  Substandard
assets  include  those  characterized  by the  "distinct  possibility"  that the
savings bank will sustain  "some loss" if the  deficiencies  are not  corrected.
Assets  classified  as  doubtful  have all of the  weaknesses  inherent in those
classified  substandard,  with the  added  characteristic  that  the  weaknesses
present  make  "collection  or  liquidation  in full," on the basis of currently
existing facts,  conditions,  and values,  "highly questionable and improbable."
Assets  classified  as loss are  those  considered  "uncollectible"  and of such
little value that their  continuance  as assets without the  establishment  of a
specific  loss  reserve  is not  warranted.  Assets may be  designated  "special
mention"  because  of  potential   weaknesses  that  do  not  currently  warrant
classification in one of the aforementioned categories.

     When a savings bank  classifies  problem  assets as either  substandard  or
doubtful,  it may  establish  general  allowances  for loan  losses in an amount
deemed prudent by management. General allowances represent loss allowances which
have been  established  to recognize the inherent risk  associated  with lending

                                       6
<PAGE>

activities,  but which, unlike specific  allowances,  have not been allocated to
particular  problem  assets.  When a savings bank  classifies  problem assets as
loss, it is required  either to establish a specific  allowance for losses equal
to 100% of that portion of the asset so classified or to charge off such amount.
A savings bank's  determination as to the  classification  of its assets and the
amount of its valuation  allowances  is subject to review by the OTS,  which may
order the  establishment of additional  general or specific loss  allowances.  A
portion of general loss allowances  established to cover possible losses related
to assets classified as substandard or doubtful may be included in determining a
savings bank's regulatory capital. Specific valuation allowances for loan losses
generally do not qualify as regulatory capital.

     The  following  table  sets  forth the  Registrant's  classified  assets in
accordance with its classification system.

                                     At December 31, 1999
                                     --------------------
                                    (Dollars in thousands)
Special Mention...................            $ --
Substandard.......................             271
Doubtful assets...................              24
Loss assets.......................              --
                                             -----
                                             $ 295
                                             =====

     Allowances  for Loan  Losses.  A  provision  for loan  losses is charged to
operations  based on management's  evaluation of the losses that may be incurred
in the Registrant's  loan portfolio.  The evaluation,  including a review of all
loans  on  which  full  collectibility  of  interest  and  principal  may not be
reasonably assured,  considers:  (i) the Registrant's past loan loss experience,
(ii) known and  inherent  risks in the  Registrant's  portfolio,  (iii)  adverse
situations that may affect the borrower's  ability to repay,  (iv) the estimated
value of any underlying collateral, and (v) current economic conditions.

     The Registrant  monitors its allowance for loan losses and makes  additions
to the  allowance  as  economic  conditions  dictate.  Although  the  Registrant
maintains its  allowance  for loan losses at a level that it considers  adequate
for the inherent risk of loss in its loan portfolio,  future losses could exceed
estimated  amounts and additional  provisions for loan losses could be required.
In addition,  the Registrant's  determination of the amount of the allowance for
loan losses is subject to review by the OTS, as part of its examination process.
After  a  review  of the  information  available,  the  OTS  might  require  the
establishment  of an  additional  allowance.  Any  increase  in  the  loan  loss
allowance  required by the OTS would have a negative impact on the  Registrant's
earnings.

                                       8

<PAGE>


     The following table sets forth information with respect to the Registrant's
allowance for loan losses at the dates and for the periods indicated:

                                                   For the Years Ended
                                                      December 31,
                                                 -----------------------
                                                   1999           1998
                                                 -------        --------
                                                  (Dollars in thousands)

Total loans outstanding...................      $ 22,722        $ 14,651
                                                 =======         =======
Average loans outstanding.................        19,068          11,709
                                                 =======         =======
Allowance balance (at beginning of
   period)                                      $    139        $    115
Provision.................................            66              44
Charge-offs...............................            (1)            (20)
Recoveries................................            --              --
                                                 -------         -------
Allowance balances (at end of period)           $    204        $    139
                                                 =======         =======
Allowance for loan losses as a percent
 of total outstanding.....................           .90 %           .95 %
                                                 =======         =======
Net loans charged off as percent of average
loans outstanding.........................           .01 %           .17 %
                                                 =======         =======

Return on Equity and Assets Ratio
                                                    At Or For The Years
                                                     Ended December 31,
                                                  -----------------------
                                                   1999             1998
                                                  ------           ------
Equity to Asset Ratio........................      9.14%           15.12%
Return on Average Equity.....................      4.86            (1.97)
Return on Average Assets.....................       .42             (.21)
Dividend Payout Ratio........................     20.76               --



                                       8
<PAGE>

Analysis of the Allowance for Loan Losses

     The  following  table sets forth the  allocation  of the allowance for loan
losses for each  category  of loan.  The  allocation  of the  allowance  to each
category is not necessarily indicative of future loss in any particular category
and does not restrict the  Registrant's use of the allowance to absorb losses in
other loan categories.

                                         At December 31,
                            --------------------------------------------
                                    1999                 1998
                            ---------------------- ---------------------
                                      Percent of           Percent of
                                     Loans in Each        Loans in Each
                                     Category to           Category to
                                        Total                 Total
                             Amount     Loans     Amount      Loans
                            -------- ------------ ------  --------------
                                     (Dollars in thousands)

Type of Loans:
--------------
Real Estate Loans:
  One- to four-family.....    $110        78.39%   $100      74.99%
  Construction............      16         6.93       8        8.55
  Commercial..............       5         4.71       5        3.35
  Home equity.............       8         3.41       8        5.23
Commercial................      20         2.48       9        2.08
Consumer..................      45         4.08       9        5.80
                              ----       ------    ----      ------
Total.....................    $204       100.00%   $139      100.00%
                              ====       ======     ===      ======

Investment Activities

     The Registrant is required under federal  regulations to maintain a minimum
amount of liquid assets which may be invested in specified short-term securities
and certain other investments.  The level of liquid assets varies depending upon
several  factors,  including:  (i) the yields on investment  alternatives,  (ii)
management's  judgment as to the  attractiveness of the yields then available in
relation to other  opportunities,  (iii) expectation of future yield levels, and
(iv)  management's  projections as to the short-term demand for funds to be used
in loan  origination  and other  activities.  Investment  securities,  including
mortgage-backed  securities,  are classified at the time of purchase, based upon
management's  intentions  and  abilities,  as  securities  held to  maturity  or
securities  available  for sale.  Debt  securities  acquired with the intent and
ability to hold to maturity are classified as held to maturity and are stated at
cost and adjusted for  amortization of premium and accretion of discount,  which
are  computed  using the level yield method and  recognized  as  adjustments  of
interest income.  All other debt securities are classified as available for sale
to serve principally as a source of liquidity.

     Current   regulatory  and  accounting   guidelines   regarding   investment
securities  (including  mortgage  backed  securities)  require the Registrant to
categorize  securities  (including  mortgage-backed   securities)  as  "held  to
maturity,"  "available  for  sale"  or  "trading."  As  of  December  31,  1999,
Registrant had

                                       9
<PAGE>

investment  securities  and  mortgage-backed  securities  classified as "held to
maturity"  and  "available  for sale" in the amount of $888,000 and  $4,014,000,
respectively  and  had  no  securities   classified  as  "trading."   Securities
classified as "available for sale" are reported for financial reporting purposes
at the fair  market  value with net  changes in the market  value from period to
period included as a separate  component of stockholders'  equity, net of income
taxes. At December 31, 1999, the Registrant's  securities available for sale had
an amortized cost of $4,380,000  and market value of $4,014,000.  Changes in the
market  value of  securities  available  for sale do not  affect  the  Company's
income.  In addition,  changes in the market value of  securities  available for
sale do not affect the Bank's regulatory capital requirements or its loan-to-one
borrower limit.

     At December 31, 1999, the Registrant's  investment portfolio policy allowed
investments in instruments  such as: (i) U.S.  Treasury  obligations,  (ii) U.S.
federal agency or federally sponsored agency obligations,  (iii) local municipal
obligations,  (iv) mortgage-backed  securities,  (v) banker's acceptances,  (vi)
certificates  of  deposit,  and (vii)  investment  grade  corporate  bonds,  and
commercial paper. The board of directors may authorize additional investments.

     As a source of liquidity and to supplement Registrant's lending activities,
the  Registrant  has  invested  in   residential   mortgage-backed   securities.
Mortgage-backed  securities can serve as collateral for borrowings and,  through
repayments,  as a source of liquidity.  Mortgage-backed  securities  represent a
participation  interest in a pool of  single-family  or other type of mortgages.
Principal  and  interest  payments  are passed  from the  mortgage  originators,
through  intermediaries  (generally  quasi-governmental  agencies) that pool and
repackage the participation  interests in the form of securities,  to investors,
like us. The quasi-governmental  agencies guarantee the payment of principal and
interest to  investors  and include the Federal Home Loan  Mortgage  Corporation
("FHLMC"),  Government  National  Mortgage  Association  ("GNMA"),  and  Federal
National Mortgage Association ("FNMA").

     Mortgage-backed  securities  typically  are issued  with  stated  principal
amounts.  The  securities  are backed by pools of mortgages that have loans with
interest  rates that are  within a set range and have  varying  maturities.  The
underlying  pool of mortgages can be composed of either fixed rate or adjustable
rate mortgage  loans.  Mortgage-backed  securities are generally  referred to as
mortgage participation certificates or pass-through  certificates.  The interest
rate risk  characteristics of the underlying pool of mortgages (i.e., fixed rate
or adjustable  rate) and the prepayment  risk, are passed on to the  certificate
holder. The life of a mortgage-backed pass-through security is equal to the life
of the underlying  mortgages.  Expected  maturities will differ from contractual
maturities due to scheduled  repayments and because borrowers may have the right
to  call  or  prepay   obligations   with  or  without   prepayment   penalties.
Mortgage-backed securities issued by FHLMC, GNMA, and FNMA make up a majority of
the pass-through certificates market.

                                       10

<PAGE>

     Securities Portfolio.  The following table sets forth the carrying value of
the Registrant's investment securities at the dates indicated.

                                                           At December 31,
                                                        ----------------------
                                                          1999           1998
                                                        ------         -------
                                                         (Dollars in thousands)

Securities held to maturity:
  Obligations of state and political subdivisions      $   145         $   489
  Mortgage-backed securities                               743           1,067
                                                        ------         -------
       Total securities held to maturity                   888           1,556
                                                        ------         -------
Securities available for sale:
   U.S. government agency securities                     3,324           1,250
   Mutual funds                                             --              10
   Mortgage-backed securities                              690           1,026
                                                        ------         -------
       Total securities available for sale               4,014           2,286
                                                        ------         -------
       Total                                           $ 4,902         $ 3,842
                                                        ======         =======


                                       11

<PAGE>
     The  following  table  sets  forth  information   regarding  the  scheduled
maturities,  carrying  values,  approximate  fair values,  and weighted  average
yields for the Registrant's investment and mortgage-backed  securities portfolio
at December 31, 1999 by contractual maturity.  The following table does not take
into  consideration  the  effects  of  scheduled  repayments  or the  effects of
possible prepayments.
<TABLE>
<CAPTION>

                                                                         As of December 31, 1999
                            -------------------------------------------------------------------------------------------------------
                                                                                                             Total Investment
                                                  More than          More than                           Securities and Mortgage-
                            One Year or Less  One to Five Years  Five to Ten Years More than Ten Years      Backed Securities
                            ----------------- -----------------  ----------------- -------------------   --------------------------
                            Carrying  Average Carrying  Average  Carrying  Average Carrying  Average     Carrying   Average  Market
                             Value     Yield    Value    Yield    Value    Yield    Value     Yield        Value     Yield   Value
                            --------- ------- --------  -------  --------  ------- --------  ---------   ---------  -------- ------
                                                                  (Dollars in thousands)
<S>                          <C>       <C>      <C>      <C>       <C>      <C>     <C>        <C>         <C>      <C>     <C>
U.S. government agencies
  securities................. $ --        -- %   $341     6.29%     $ 94     6.32%   $2,889     6.77%       $3,324   6.71%   $3,324
Obligations of state and
  political subdivisions(1)..   45      4.40      100     4.65        --       --        --       --           145   4.57       145
Mortgage-backed securities...   --        --       29     8.65        71     5.49     1,333     6.62         1,433   6.72     1,441
                              ----               ----               ----             ------                 ------           ------
   Total..................... $ 45      4.40%    $470     6.09%     $165     5.96%   $4,222     6.72%       $4,902   6.65%   $4,910
                              ====      ====     ====     ====      ====     ====    ======     ====        ======   ====    ======

</TABLE>

-------------
(1)      Average yields computed on a tax-equivalent basis.

                                       12
<PAGE>
Sources of Funds

     Deposits are the  Registrant's  major external  source of funds for lending
and other  investment  purposes.  Funds are also  derived  from the  receipt  of
payments  on  loans  and  prepayment  of  loans  and  maturities  of  investment
securities  and  mortgage-backed  securities  and,  to  a  much  lesser  extent,
borrowings and operations.  Scheduled loan principal repayments are a relatively
stable source of funds,  while deposit inflows and outflows and loan prepayments
are significantly influenced by general interest rates and market conditions.

     Deposits.  Consumer and commercial deposits are attracted  principally from
within the Registrant's  primary market area through the offering of a selection
of  deposit  instruments  including  passbook  savings  accounts,  money  market
accounts,  and term certificate accounts. IRA accounts and NOW accounts are also
offered.  Deposit account terms vary according to the minimum balance  required,
the time period the funds must  remain on deposit,  and the  interest  rate.  At
December 31, 1999, the Registrant had no brokered deposits.

     The following table indicates the amount of the  Registrant's  certificates
of deposit of $100,000 or more by time  remaining  until maturity as of December
31, 1999.

                                            Certificates
Maturity Period                             of Deposits
---------------                             -----------
                                           (In thousands)
Within three months                            $236
Three through six months                        100
Six through twelve months                       202
Over twelve months                              718
                                              -----
                                             $1,256
                                              =====

     Borrowings.  The Registrant may obtain advances from the FHLB of Pittsburgh
to supplement its supply of lendable funds. Advances from the FHLB of Pittsburgh
are  typically  secured  by a pledge  of the  Registrant's  stock in the FHLB of
Pittsburgh, a portion of the Registrant's first mortgage loans and other assets.
Each  FHLB  credit  program  has its own  interest  rate,  which may be fixed or
adjustable, and range of maturities. If the need arises, the Registrant may also
access the Federal  Reserve Bank  discount  window to  supplement  its supply of
lendable funds and to meet deposit withdrawal requirements.

Employees

     At  December  31, 1999 the  Registrant  had 7  full-time  and no  part-time
employees.  None of the  Registrant's  employees are represented by a collective
bargaining  group.  The  Registrant  believes  that  its  relationship  with its
employees is good.

Regulation

     Set forth below is a brief description of certain laws which related to the
regulation of the Company and the Bank. The  description  does not purport to be
complete and is qualified  in its entirety by reference to  applicable  laws and
regulations.
                                       13

<PAGE>

Recent Regulation

     On   November   12,   1999,   President   Clinton   signed   into  law  the
Gramm-Leach-Bliley  Act (the "Act") which will, effective March 11, 2000, permit
qualifying  bank holding  companies to become  financial  holding  companies and
thereby  affiliate with securities  firms and insurance  companies and engage in
other  activities  that are financial in nature.  The Act defines  "financial in
nature"  to  include  securities   underwriting,   dealing  and  market  making;
sponsoring  mutual funds and investment  companies;  insurance  underwriting and
agency;  merchant  banking  activities;   and  activities  that  the  Board  has
determined to be closely related to banking. A qualifying national bank also may
engage,  subject to limitations on investment,  in activities that are financial
in nature,  other  than  insurance  underwriting,  insurance  company  portfolio
investment,  real  estate  development,  and real estate  investment,  through a
financial subsidiary of the bank.

     The Act also prohibits new unitary  thrift holding  companies from engaging
in nonfinancial activities or from affiliating with an nonfinancial entity. As a
grandfathered  unitary thrift holding  company,  the Corporation will retain its
authority to engage in nonfinancial activities.  However, the Gramm-Leach-Bliley
Act will have few direct effects on the operations or powers of federal  savings
associations or of savings and loan holding companies.

     The  Gramm-Leach-Bliley  Act  imposes  significant  new  financial  privacy
obligations and reporting requirements on all financial institutions,  including
federal savings  associations.  Specifically,  the statute,  among other things,
will  require  financial  institutions  (a) to  establish  privacy  policies and
disclose them to customers both at the  commencement of a customer  relationship
and on an annual  basis and (b) to permit  customers  to opt out of a  financial
institution's   disclosure  of  financial  information  to  nonaffiliated  third
parties. The Gramm-Leach-Bliley Act requires the federal financial regulators to
promulgate  regulations  implementing  these  provisions  within  six  months of
enactment,  and the  statute's  privacy  requirements  will take effect one year
after enactment.

Regulation of the Company

     General.  The Company is a unitary savings and loan holding company subject
to regulatory oversight by the OTS. As such, the Company is required to register
and file reports with the OTS and is subject to regulation  and  examination  by
the OTS. In addition, the OTS has enforcement authority over the Company and its
non-savings association subsidiaries,  should such subsidiaries be formed, which
also permits the OTS to restrict or prohibit  activities  that are determined to
be a serious risk to the subsidiary  savings  association.  This  regulation and
oversight is intended primarily for the protection of the depositors of the Bank
and not for the benefit of stockholders of the Company.

     As a unitary savings and loan holding company, the Company generally is not
subject to activity  restrictions,  provided the Bank  satisfies  the  Qualified
Thrift Lender  ("QTL") test.  The Act  terminated  the "unitary  thrift  holding
company   exemption"  for  all  companies   that  applied  to  acquire   savings
associations  after May 4, 1999. Since the Company is  grandfathered  under this
provision of the Act, its unitary holding  company powers and  authorities  were
not affected.  However,  if the Company were to acquire control of an additional
savings  association,  its business  activities  would be subject to restriction
under the Home Owners' Loan Act. Furthermore,  if the Company were in the future
to sell control of the Bank to any

                                       14
<PAGE>

other  company,  such company would not succeed to the  Company's  grandfathered
status  under  the Act and  would  be  subject  to the  same  business  activity
restrictions. See "- Regulation of the Bank - Qualified Thrift Lender Test."

Regulation of the Bank

     General. Set forth below is a brief description of certain laws that relate
to the regulation of the Bank. The  description  does not purport to be complete
and  is  qualified  in  its  entirety  by  reference  to  applicable   laws  and
regulations.  As a federally chartered,  SAIF-insured  savings association,  the
Bank is  subject  to  extensive  regulation  by the OTS  and the  FDIC.  Lending
activities and other  investments must comply with various federal statutory and
regulatory   requirements.   The  Bank  is  also  subject  to  certain   reserve
requirements promulgated by the Federal Reserve Board.

     The OTS, in  conjunction  with the FDIC,  regularly  examines  the Bank and
prepares  reports for the  consideration of the Bank's Board of Directors on any
deficiencies that are found in the Bank's  operations.  The Bank's  relationship
with its depositors and borrowers is also regulated to a great extent by federal
and state law,  especially in such matters as the ownership of savings  accounts
and the form and content of the Bank's mortgage documents.

     The  Bank  must  file  reports  with the OTS and the  FDIC  concerning  its
activities  and  financial  condition,   in  addition  to  obtaining  regulatory
approvals  prior to entering into certain  transactions  such as mergers with or
acquisitions  of other savings  institutions.  This  regulation and  supervision
establishes a comprehensive  framework of activities in which an institution can
engage and is intended  primarily for the protection of the BIF and  depositors.
The  regulatory  structure  also  gives  the  regulatory  authorities  extensive
discretion in connection with their  supervisory and enforcement  activities and
examination  policies,  including policies with respect to the classification of
assets and the  establishment  of adequate  loan loss  reserves  for  regulatory
purposes.

     Insurance of Deposit  Accounts.  The deposit  accounts held by the Bank are
insured by the BIF to a maximum of $100,000 for each insured  member (as defined
by law and regulation).  The Bank is required to pay insurance premiums based on
a percentage  of its insured  deposits to the FDIC for insurance of its deposits
by the BIF.  The  FDIC  also  maintains  another  insurance  fund,  the  Savings
Institution  Insurance Fund ("SAIF"),  which primarily  insures  commercial bank
deposits. The FDIC has set the deposit insurance assessment rates for BIF-member
institutions for the first six months of 2000 at 0% to .027% of insured deposits
on an annualized basis,  with the assessment rate for most savings  institutions
set at 0%.

     In addition, all FDIC-insured  institutions are required to pay assessments
to the FDIC at an annual  rate of  approximately  .0212% of insured  deposits to
fund interest payments on bonds issued by the Financing Corporation ("FICO"), an
agency of the Federal government  established to recapitalize the predecessor to
the SAIF. These assessments will continue until the FICO bonds mature in 2017.

     Regulatory Capital  Requirements.  OTS capital  regulations require savings
institutions to meet three capital standards: (1) tangible capital equal to 1.5%
of total adjusted assets,  (2) a leverage ratio (core capital) equal to at least
3% of total adjusted assets, and (3) a risk-based  capital  requirement equal to
8.0% of total risk-weighted assets.


                                       15
<PAGE>

     Dividend  and  Other  Capital  Distribution  Limitations.  The OTS  imposes
various  restrictions or requirements on the ability of savings  institutions to
make capital distributions, including cash dividends.

     A savings  association  that is a subsidiary  of a savings and loan holding
company,  such as the Bank must file an  application or a notice with the OTS at
least 30 days before making a capital distribution. Savings associations are not
required to file an application  for  permission to make a capital  distribution
and need only file a notice if the  following  conditions  are met: (1) they are
eligible for expedited  treatment under OTS  regulations,  (2) they would remain
adequately capitalized after the distribution,  (3) the annual amount of capital
distribution  does not exceed net income for that year to date added to retained
net income for the two preceding years, and (4) the capital  distribution  would
not violate any  agreements  between the OTS and the savings  association or any
OTS regulations. Any other situation would require an application to the OTS.

     The OTS may  disapprove an  application  or notice if the proposed  capital
distribution   would:  (i)  make  the  savings   association   undercapitalized,
significantly  undercapitalized,  or  critically  undercapitalized;  (ii)  raise
safety  or  soundness  concerns;  or (iii)  violate  a  statue,  regulation,  or
agreement  with  the OTS (or  with  the  FDIC),  or a  condition  imposed  in an
OTS-approved application or notice. Further, a federal savings association, like
the  Bank,  cannot  distribute   regulatory  capital  that  is  needed  for  its
liquidation account.

Qualified Thrift Lender Test. Federal savings  institutions must meet one of two
Qualified  Thrift  Lender  ("QTL")  tests.  To  qualify  as  a  QTL,  a  savings
institution must either (i) be deemed a "domestic building and loan association"
under the Internal  Revenue Code by maintaining at least 60% of its total assets
in specified types of assets,  including cash,  certain  government  securities,
loans  secured  by and  other  assets  related  to  residential  real  property,
educational loans and investments in premises of the institution or (ii) satisfy
the statutory QTL test set forth in the Home Owner's Loan Act by  maintaining at
least 65% of its "portfolio  assets" in  certain"Qualified  Thrift  Investments"
(defined  to include  residential  mortgages  and  related  equity  investments,
certain  mortgage-related  securities,  small business loans,  student loans and
credit card loans, and 50% of certain community development loans). For purposes
of the  statutory QTL test,  portfolio  assets are defined as total assets minus
intangible assets,  property used by the institution in conducting its business,
and liquid  assets  equal to 10% of total  assets.  A savings  institution  must
maintain its status as a QTL on a monthly basis in at least nine out of every 12
months.  A  failure  to  qualify  as a QTL  results  in a number  of  sanctions,
including the imposition of certain operating  restrictions and a restriction on
obtaining  additional advances from its FHLB. At December 31, 1999, the Bank was
in compliance  with its QTL  requirement,  with 96.87% of its assets invested in
Qualified Thrift Investments.

     Federal  Home  Loan  Bank  System.  The  Bank is a  member  of the  FHLB of
Pittsburgh,  which  is  one of 12  regional  FHLBs  that  administers  the  home
financing credit function of savings associations. Each FHLB serves as a reserve
or  central  bank for its  members  within  its  assigned  region.  It is funded
primarily from proceeds derived from the sale of consolidated obligations of the
FHLB  System.  It makes loans to members  (i.e.,  advances) in  accordance  with
policies and procedures established by the Board of Directors of the FHLB.

     As a member,  the Bank is required to purchase  and  maintain  stock in the
FHLB of  Pittsburgh  in an amount equal to at least 1% of its  aggregate  unpaid
residential  mortgage loans, home purchase  contracts or similar  obligations at
the beginning of each year.


                                       16
<PAGE>

     Liquidity  Requirements.  All savings associations are required to maintain
an average daily  balance of liquid assets equal to a certain  percentage of the
sum of its  average  daily  balance of net  withdrawable  deposit  accounts  and
borrowings payable in one year or less. The liquidity  requirement may vary from
time to time (between 4% and 10%) depending upon economic conditions and savings
flows of all savings associations. At December 31, 1999, the Bank's liquid asset
ratio was 31.13%.

     Federal Reserve  System.  The Federal Reserve Board requires all depository
institutions  to maintain  non-interest  bearing  reserves at  specified  levels
against  their  transaction  accounts  (primarily  checking,  NOW, and Super NOW
checking  accounts) and non-personal time deposits.  The balances  maintained to
meet the reserve  requirements  imposed by the Federal Reserve Board may be used
to satisfy the liquidity  requirements  that are imposed by the OTS. At December
31,  1999,  the  Bank  was  in  compliance  with  these  Federal  Reserve  Board
requirements.

Item 2. Description of Property
-------------------------------

(a)  Property.  The  Registrant  operates from its one office located at 17 West
     Mall Plaza, Carnegie, Pennsylvania. Such property was acquired in 1986.

(b)  Investment Policies. See "Item 1. Business" above for a general description
     of the  Registrant's  investment  policies and any  regulatory  or Board of
     Directors'  percentage of assets limitations regarding certain investments.
     The Registrant's  investments are primarily acquired to produce income, and
     to a lesser extent, possible capital gain.

     (1)  Investments  in Real Estate or Interests in Real Estate.  See "Item 1.
Business  - Lending  Activities  and -  Regulation  of the  Bank,"  and "Item 2.
Description of Property."

     (2) Investments in Real Estate  Mortgages.  See "Item 1. Business - Lending
Activities and - Regulation of the Bank."

     (3) Investments in Securities of or Interests in Persons  Primarily Engaged
in Real Estate  Activities.  See "Item 1.  Business - Lending  Activities  and -
Regulation of the Bank."

(c)  Description of Real Estate and Operating Data.

     Not applicable.

Item 3. Legal Proceedings
-------------------------

     There are various claims and lawsuits in which the Company is  periodically
involved,  such  as  claims  to  enforce  liens,   condemnation  proceedings  on
properties in which the Company holds security  interests,  claims involving the
making and servicing of real property  loans,  and other issues  incident to the
Company's business.  In the opinion of management,  no material loss is expected
from any of such pending claims or lawsuits.

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

     No matter was  submitted  to a vote of security  holders  during the fourth
quarter of the fiscal year.

                                       17
<PAGE>

                                     PART II

Item  5.  Market for Common Equity and Related Stockholder Matters
------------------------------------------------------------------

     The  information  contained  under  the  section  captioned  "Stock  Market
Information" of the Company's  Annual Report to Stockholders for the fiscal year
ended  December  31,  1999  (the  "Annual  Report")  is  incorporated  herein by
reference.

Item  6.  Management's Discussion and Analysis or Plan of Operation
-------------------------------------------------------------------

     The information contained in the section captioned "Management's Discussion
and Analysis of Financial  Condition  and Results of  Operations"  in the Annual
Report is incorporated herein by reference.

Item  7.  Financial Statements
------------------------------

     The Registrant's financial statements listed under Item 13 are incorporated
herein by reference.

Item  8.  Changes  in and  Disagreements  with  Accountants  On  Accounting  and
--------------------------------------------------------------------------------
          Financial Disclosure.
          ---------------------

     Not applicable.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons: Compliance
--------------------------------------------------------------------------------
        with Section 16(a) of the Exchange Act.
        ---------------------------------------

     The  information  required  under  this  item  is  incorporated  herein  by
reference  to the  Proxy  Statement  for the 2000  Annual  Meeting  (the  "Proxy
Statement")  contained under the sections  captioned  "Section 16(a)  Beneficial
Ownership  Reporting  Compliance,"  "Proposal I - Election of Directors," and "-
Biographical Information."

Item 10.  Executive Compensation
--------------------------------

     The  information  required by this item is incorporated by reference to the
Proxy Statement  contained under the section  captioned  "Director and Executive
Officer Compensation."

Item 11.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

         (a)      Security Ownership of Certain Beneficial Owners
         (b)      Security Ownership of Management

                  The information  required by items (a) and (b) is incorporated
                  herein by reference to the Proxy Statement contained under the
                  sections  captioned  "Principal  Holders"  and  "Proposal  I -
                  Election of Directors."


                                       18
<PAGE>

          (c)  Management of the Company knows of no arrangements, including any
               pledge by any person of securities of the Company,  the operation
               of which may at a  subsequent  date result in a change in control
               of the Company.


Item 12.  Certain Relationships and Related Transactions
--------------------------------------------------------

     The information  required by this item is incorporated  herein by reference
to the section captioned "Certain Relationships and Related Transactions" in the
Proxy Statement.

Item 13. Exhibits, List, and Reports on Form 8-K
------------------------------------------------

          (a)  Listed below are all financial  statements  and exhibits filed as
               part of this report.

               1.   The  consolidated   balance  sheets  of  Carnegie  Financial
                    Corporation as of December 31, 1999 and 1998 and the related
                    consolidated  statements of income, changes in stockholders'
                    equity  and  cash  flows  for  each of the two  years  ended
                    December 31, 1999,  together  with the related notes and the
                    independent   auditors'  report  of  S.R.  Snodgrass,   A.C.
                    independent  certified public accountants for the year ended
                    December 31, 1999.

               2.   Schedules omitted as they are not applicable.

               3.  The  following  exhibits  are  included  in this  Report  or
                   incorporated herein by reference:

                   (a)   List of Exhibits:

                   3(i)  Articles  of   Incorporation   of  Carnegie   Financial
                         Corporation *
                   3(ii) Bylaws of Carnegie Financial Corporation *
                   4     Specimen Stock Certificate *
                   10.1  Employment  Agreement  between  the  Bank  and  Shirley
                         Chiesa *
                   10.2  Supplemental Executive Retirement Plan *
                   10.3  Form of  Directors  Consultation  and  Retirement  Plan
                         between the Bank and each of the directors *
                   10.4  Carnegie Financial Corporation 1999 Stock Plan **
                   10.5  Carnegie Savings Bank Restricted Stock Plan **
                   13    Portions of the 1999 Annual Report to Stockholders
                   21    Subsidiaries of the Registrant (See "Item 1- Business")
                   23    Consent of S.R. Snodgrass, A.C.
                   27    Financial Data Schedule (electronic filing only)

          (b)  Not applicable.

---------------------
*    Incorporated  by  reference  to the  identically  numbered  exhibit  to the
     registration statement on Form SB-2 (File No. 333-24579) declared effective
     by the SEC on May 14, 1998.
**   Incorporated by reference to the Proxy Statement for the Special Meeting on
     January 11, 1999 and filed with the SEC on December 10, 1999.

                                       19
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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 as of March 29, 2000.

                         CARNEGIE FINANCIAL CORPORATION


                                 By: /s/Shirley Chiesa
                                     -------------------------------------------
                                     Shirley Chiesa
                                     President, C.E.O. and Chairman of the Board
                                     (Duly Authorized Representative)


     Pursuant to the  requirement of the Securities  Exchange Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities indicated as of March 29, 2000.


/s/ Shirley Chiesa                               /s/ JoAnn V. Narduzzi
---------------------------------                -------------------------------
Shirley Chiesa                                   JoAnn V. Narduzzi
President, C.E.O. and                            Director
Chairman of the Board
(Principal Executive Officer)



/s/ Joseph R. Pigoni                             /s/ Morry Miller
---------------------------------                -------------------------------
Joseph R. Pigoni                                 Morry Miller
Executive Vice President                         Director
and Chief Financial Officer
(Principal Financial Officer)


/s/ Lois A. Wholey                               /s/ Charles Rupprecht
---------------------------------                -------------------------------
Lois A. Wholey                                   Charles Rupprecht
Director and Secretary                           Director