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, 2000
                                           -----------------
                                       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 Number: 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 pursuant to Section 12(b) of the Exchange Act:    None
                                                                       ------

Securities registered pursuant 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. [X]

         Registrant's  revenues  for the  year  ended  December  31,  2000  were
$2,127,000.

         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, 2001 was approximately $1.2 million.

         As of March 1, 2001,  the  Registrant  has 224,776 shares of the Common
Stock outstanding.

         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, 2000. (Part II)
2.   Portions of the Proxy Statement for the Annual Meeting of Stockholders  for
     the Fiscal Year ended December 31, 2000. (Part III)
<PAGE>
                                     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.

Item 1.  Description of Business
--------------------------------

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>

         In conjunction with a routine regulatory examination of the Bank by the
Office of Thrift  Supervision  (the "OTS"),  the OTS requested the Bank to enter
into a  Supervisory  Agreement  (the  "Agreement").  The Agreement was signed on
April 14, 2000, the "Effective Date") and among other things, place restrictions
on the Bank's growth. Under the Agreement,  the Bank may not increase its assets
in an amount exceeding net interest credited on deposit liabilities (or earnings
credited on share accounts) during any calendar  quarter,  without prior written
approval  of the  regional  director  of the OTS.  Additionally,  the  Agreement
required the Bank or its Board of Directors to revise various policies including
1) interest rate risk management,  2) strategic planning to improve earnings, 3)
loan  documentation  and underwriting  policies,  and 4) internal loan and asset
classifications policies. The Agreement will remain in place until terminated by
the OTS and could  adversely  affect the  financial  conditions,  liquidity  and
operations of the Company.

         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-state  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.

                                        2
<PAGE>

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:

<TABLE>
<CAPTION>
                                                                At December 31,
                                              -------------------------------------------------------
                                                       2000                          1999
                                              -----------------------     ---------------------------
                                               Amount         Percent        Amount         Percent
                                               ------         -------        ------         -------
                                                             (Dollars in thousands)
<S>                                        <C>               <C>          <C>               <C>
Type of Loans:
-------------
Real Estate Loans:
  One- to four-family (1)  ................   $19,112           84.61%       $17,811           78.39%
  Construction ............................        35             .15          1,573            6.92
  Commercial...............................     1,250            5.53          1,070            4.71
  Home equity and second mortgage loans....       733            3.25            775            3.41
                                              -------         -------        -------         -------
      Total real estate....................    21,130           93.54         21,229           93.43
                                              -------          ------         ------         -------
Commercial.................................       736            3.26            565            2.49
                                              -------         -------        -------         -------
Consumer Loans:
  Automobile loans.........................       384            1.70            514            2.26
  Unsecured loans..........................       165             .73            270            1.19
  Share loans..............................       173             .77            144             .63
                                              -------         -------        -------         -------
     Total consumer........................       722            3.20            928            4.08
                                              -------         -------        -------         -------
         Total ............................   $22,588          100.00%       $22,722          100.00%
                                              =======         ======          ======         ======
</TABLE>

--------------------
(1)  For  fiscal  2000 and 1999,  includes  multi-family  loans of  $11,000  and
     $126,000, respectively.


Loan Maturity Tables

         The  following  sets  forth  the  maturity  of  the  Registrant's  loan
portfolio  at  December  31,  2000.  The table does not include  prepayments  or
scheduled  principal  repayments.  All  loans  are  shown as  maturing  based on
contractual maturities.

<TABLE>
<CAPTION>
                                                        Due after
                                            Due within  1 through  Due after
                                              1 year     5 years    5 years     Total
                                              ------     -------    -------     -----
                                                         (In thousands)
<S>                                        <C>        <C>         <C>        <C>
One- to four-family real estate............  $    23    $   295     $18,794    $19,112
  Construction.............................       35         --          --         35
  Commercial...............................       --         --       1,250      1,250
  Home equity and second mortgage loans....       23        250         460        733
Commercial.................................       --         --         736        736
Consumer...................................       75        509         138        722
                                             -------     ------     -------    -------
Total......................................  $   156    $ 1,054     $21,378    $22,588
                                              ======     ======      ======     ======
</TABLE>

                                       3
<PAGE>

         The  following  table sets forth as of December  31,  2000,  the dollar
amount of all loans due after  December  31,  2001,  based upon  fixed  rates of
interest or floating or adjustable interest rates.

<TABLE>
<CAPTION>
                                                                   Floating or
                                               Fixed Rates       Adjustable Rates      Total
                                               -----------       ----------------      -----
                                                              (In thousands)
<S>                                             <C>                 <C>            <C>
One-to-four family real estate............       $ 18,896            $    193       $ 19,089
Commercial real estate....................             --               1,250          1,250
Home equity and second mortgage loans.....            301                 409            710
Commercial................................             --                 736            736
Consumer..................................            647                  --            647
                                                 --------            --------       --------
         Total............................       $ 19,844            $  2,588       $ 22,432
                                                  =======            ========       ========
</TABLE>

         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.

         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

                                        4
<PAGE>

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.

         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,  2000,
commitments  to cover  originations  of  mortgage  loans  totaled  $68,000.  The
Registrant believes that virtually all of its commitments will be funded.

                                        5
<PAGE>

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 the Registrant's  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 the
meaning of SFAS 114,  as amended by SFAS 118.  At December  31,  2000,  interest
income that would have been  recorded  on loans  accounted  for on a  nonaccrual
basis under the original terms of such loans was not material.


                                                            At December 31,
                                                       -------------------------
                                                           2000        1999
                                                           ----        ----
                                                       (Dollars in thousands)
Loans accounted for on a non-accrual basis:
Real estate loans:
  One-to-four family.................................    $    51      $    9
  Home equity and second mortgage loans..............         --          --
  Commercial.........................................         --          --
  Construction.......................................         --          --
Commercial...........................................         22          --
Consumer.............................................         --          41
                                                         -------      ------
Total non-accrual loans..............................         73          50
                                                         -------      ------
Accruing loans which are contractually past due
90 days or more:                                              --          --
                                                         -------      ------
Total non-performing loans...........................         73          50
                                                         -------       -----
Real estate owned....................................         --          --
                                                         -------      ------
Other non-performing assets..........................         --          --
                                                         -------      ------
Total non-performing assets..........................    $    73      $   50
                                                         =======      ======
Total non-performing loans to total loans............        .32%        .22%
                                                         =======      ======
Total non-performing loans to total assets...........        .27%        .17%
                                                         =======      ======
Total non-performing assets to total assets..........        .27%        .17%
                                                         =======      ======

                                       6
<PAGE>

         Classified  Assets.  The 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
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, 2000
                                     --------------------
                                    (Dollars in thousands)
Special Mention..............               $    --
Substandard..................                   162
Doubtful assets..............                    --
Loss assets..................                    --
                                            -------
                                            $   162
                                            =======

         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.

                                        7
<PAGE>

         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  could  have  a  negative  impact  on the
Registrant's earnings.

         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,
                                                       2000             1999
                                                  --------------- ----------
                                                       (Dollars in thousands)

Total loans outstanding.........................   $ 22,588       $22,722
                                                    =======       =======
Average loans outstanding.......................     22,648        19,068
                                                    =======       =======

Allowance balance (at beginning of period)......   $    204           139
Provision.......................................         70            66
Charge-offs - Consumer loans....................        (91)           (1)
Recoveries - Consumer loans.....................         20            --
                                                   --------       -------
Allowance balance (at end of period)............   $    203       $   204
                                                   ========       =======

Allowance for loan losses as a percent of
total loans outstanding.........................       1.21 %         .90 %
                                                       ====         =====
Net loans charged off as percent of average
loans outstanding...............................       (.40)%        (.01)%
                                                       ====         ======


Return on Equity and Assets Ratio

                                                At Or For The Years
                                                 Ended December 31,
                                                 ------------------
                                                 2000          1999
                                                ------        -----
Equity to Asset Ratio..................          10.43%         9.14%
Return on Average Equity...............          (4.15)         4.86
Return on Average Assets...............           (.39)          .42
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,
                          ------------------------------------------------------
                                   2000                          1999
                          -----------------------------  -----------------------
                                        Percent of                   Percent of
                                       Loans in Each               Loans in Each
                                        Category to                 Category to
                           Amount       Total Loans         Amount   Total Loans
                          ----------- -----------------  --------- -------------
                                             (Dollars in thousands)
Type of Loans:
-------------
Real Estate Loans:
  One- to four-family.....   $172         84.61%              $110    78.39%
  Construction............     --           .15                 16     6.93
  Commercial..............     11          5.53                  5     4.71
  Home equity.............      7          3.25                  8     3.41
Commercial................      7          3.26                 20     2.48
Consumer..................      6          3.20                 45     4.08
                             ----        ------               ----   ------
Total.....................   $203        100.00%              $204   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,  2000,
Registrant had investment  securities and mortgage-backed  securities classified
as "held to  maturity"  and  "available  for sale" in the amount of $614,000 and
$1,858,000,   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

                                        9
<PAGE>

stockholders'   equity,   net  of  income  taxes.  At  December  31,  2000,  the
Registrant's  securities  available for sale had an amortized cost of $1,947,000
and  market  value of  $1,858,000.  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, 2000,  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,
                                                          ----------------------
                                                            2000        1999
                                                           ------      ------
                                                          (Dollars in thousands)

Securities held to maturity:
  Obligations of state and political subdivisions......    $   --      $  145
  Mortgage-backed securities...........................       614         743
                                                           ------      ------
       Total securities held to maturity...............       614         888
                                                           ------      ------
Securities available for sale:
   U.S. government agency securities...................     1,249       3,324
   Mortgage-backed securities..........................       609         690
                                                           ------      ------
       Total securities available for sale.............     1,858       4,014
                                                           ------      ------
       Total...........................................    $2,472      $4,902
                                                           ======      ======

                                       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, 2000 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, 2000
                   -----------------------------------------------------------------------------------------------------------
                                          More than          More than          More than      Total Investment Securities and
                     One Year or Less  One to Five Years  Five to Ten Years     Ten Years        Mortgage-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.......  $    --       --%    $   --     --%  $    --      --%   $1,249    6.98%       $1,249      6.98%    $1,249
Mortgage-backed
  securities.......       --       --         16    8.86       67    6.15     1,139    7.05         1,223      7.02      1,228
                     -------               -----          -------             -----                ------               ------
   Total...........  $    --       --%    $   16   8.86%  $    67    6.15%   $2,388    7.01%       $2,472      7.00%    $2,477
                     =======  =======      =====   ====   =======  ======     =====  ======        ======      ====     ======

</TABLE>

                                       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, 2000, 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, 2000.


                                                    Certificates
              Maturity Period                        of Deposits
              ---------------                       ------------
                                                   (In thousands)
              Within three months                      $  234
              Three through six months                    104
              Six through twelve months                   627
              Over twelve months                          207
                                                       ------
                                                       $1,172
                                                       ======

         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, 2000 the Registrant had 7 full-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 relate 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>

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  authority  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  any  restrictions  on  its  business  activities.   While  the
Gramm-Leach-Bliley Act (the "GLB Act"), enacted in November 1999, terminated the
"unitary  thrift  holding  company"  exemption from activity  restrictions  on a
prospective basis, the Company enjoys  grandfathered status under this provision
of the GLB Act because it acquired  the Bank prior to May 4, 1999.  As a result,
the Company's  freedom from activity  restrictions as a unitary savings and loan
holding company were not affected by the GLB Act.  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 other company,
such company would not succeed to the Company's  grandfathered  status under the
GLB Act and would be subject to the same activity restrictions. The continuation
of the Company's exemption from restrictions on business activities as a unitary
savings and loan  holding  company is also  subject to the  Company's  continued
compliance  with the Qualified  Thrift Lender ("QTL") test. 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, BIF-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,  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  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.

                                       14
<PAGE>

         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).  Insurance of deposits may be terminated by the
FDIC  upon a finding  that the  institution  has  engaged  in unsafe or  unsound
practices,  is in an unsafe or unsound  condition to continue  operations or has
violated any applicable law, regulation, rule, order or condition imposed by the
FDIC or the institution's primary regulator.

         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 has set the deposit insurance assessment rates for BIF-member  institutions
for the  first  six  months  of 2001 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").
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) core capital equal to at least 3% of total
adjusted assets for savings  institutions  that receive the highest  supervisory
rating for safety and  soundness and 4% of total  adjusted  assets for all other
thrifts,  and (3) risk-based capital equal to 8% of total risk-weighted  assets.
At December 31, 2000,  the Bank was in compliance  with its  regulatory  capital
requirements.

         For  purposes  of the OTS  capital  regulations,  tangible  capital  is
defined as core  capital  less all  intangible  assets,  less  certain  mortgage
servicing  rights and less  certain  investments.  Core,  or Tier 1,  capital is
defined as common stockholders' equity,  noncumulative perpetual preferred stock
and minority  interests  in the equity  accounts of  consolidated  subsidiaries,
certain  nonwithdrawable   accounts  and  pledged  deposits  of  mutual  savings
associations and qualifying supervisory goodwill, less nonqualifying  intangible
assets, certain mortgage servicing rights and certain investments.

         The risk-based capital standard for savings  institutions  requires the
maintenance  of  total  risk-based  capital  of  8%  of  risk-weighted   assets.
Risk-based  capital  equals  the  sum of core  and  supplementary  capital.  The
components  of  supplementary  capital  include,  among other items,  cumulative
perpetual preferred stock,  perpetual  subordinated debt, mandatory  convertible
subordinated  debt,  intermediate-term  preferred  stock,  the  portion  of  the
allowance for loan losses not designated for specific loan losses, and up to 45%
of unrealized gains on equity securities.  The portion of the allowance for loan
and lease losses includable in supplementary  capital is limited to a maximum of
1.25% of risk-weighted assets. Overall, supplementary capital is limited to 100%
of core capital. A savings  association must calculate its risk-weighted  assets
by multiplying each asset and off-balance  sheet item by various risk factors as
determined  by the OTS,  which  range  from 0% for  cash to 100% for  delinquent
loans,  property  acquired  through  foreclosure,  commercial  loans,  and other
assets.

         In addition to the above  regulatory  capital  requirements,  the OTS's
prompt corrective action regulation  classifies savings  associations by capital
levels and provides that the OTS will take various corrective actions, including
imposing significant operational restrictions,  against any thrift that fails to
meet  the  regulation's  capital  standards.  Under  this  regulation,  a  "well
capitalized"  savings  association  is one that has a total  risk-based  capital
ratio of at least 10%, a Tier 1  risk-based  capital  ratio of at least 6% and a
leverage  capital  ratio  of 5%,  and is not  subject  to any  capital  order or
directive.  A thrift is deemed  "adequately  capitalized"  category  if it has a
total risk-based capital ratio of at least 8%, a Tier 1 risk-based

                                       15
<PAGE>

capital  ratio of at least  4%,  and a  leverage  capital  ratio of at least 4%.
Institutions  with lower  capital  levels  are deemed to be  "undercapitalized,"
"significantly  undercapitalized" or "critically undercapitalized," depending on
their   capital   levels.   A  thrift  that  falls   within  any  of  the  three
undercapitalized  categories is subject to severe regulatory sanctions under the
prompt  corrective  action  regulation.  At  December  31,  2000,  the  Bank was
classified as "well capitalized."

         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,  such as the Bank,  that is a  subsidiary  of a
savings and loan holding company,  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 would  result in a number of  sanctions,
including certain operating restrictions.  At December 31, 2000, the Bank was in
compliance  with its QTL  requirement,  with  92.66% 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.

                                       16

<PAGE>

         As a member, the Bank is required to purchase and maintain stock in the
FHLB of  Pittsburgh  in an amount  equal to the  greater of 1% of its  aggregate
unpaid   residential   mortgage  loans,  home  purchase   contracts  or  similar
obligations at the beginning of each year or 5% of the Bank's  advances from the
FHLB. At December 31, 2000, the Bank was in compliance with this requirement.

         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, 2000, the Bank was in compliance  with these Federal  Reserve Board
requirements.

         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, 2000,
the Registrant's maximum loan-to-one borrower limit was $730,000.

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.

                                       17

<PAGE>

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

         There are  various  claims  and  lawsuits  in which the  Registrant  is
periodically involved, such as claims to enforce liens, condemnation proceedings
on properties in which the Registrant holds security interests, claims involving
the making and servicing of real property  loans,  and other issues  incident to
the  Registrant'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.

                                     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,  2000  (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 2001  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."

                                       18

<PAGE>

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."

         (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, 2000 and 1999 and the related
                    consolidated  statements of income, changes in stockholders'
                    equity  and  cash  flows  for  each of the two  years  ended
                    December 31, 2000,  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, 2000.

               2.   Schedules omitted as they are not applicable.

                                       19
<PAGE>

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

                           (a)      List of Exhibits:
<TABLE>
<CAPTION>
                                   <S>    <C>
                                     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 2000 Stock Plan **
                                    10.5    Carnegie Savings Bank Restricted Stock Plan **
                                    13      Portions of the 2000 Annual Report to Stockholders
                                    21      Subsidiaries of the Registrant (See "Item 1-Business")
                                    23      Consent of S.R. Snodgrass, A.C.
</TABLE>

         (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.

                                       20
<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 28, 2001.

                              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 28, 2001.


/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