FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


[ X ]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934

                    For the fiscal year ended: June 30, 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.: 0-22444

                               WVS Financial Corp.
                    -----------------------------------------
             (Exact name of registrant as specified in its charter)


              Pennsylvania                                    25-1710500
-------------------------------------                   ------------------------
      (State or other jurisdiction                         (I.R.S. Employer
    of incorporation or organization)                   Identification Number)

           9001 Perry Highway
        Pittsburgh, Pennsylvania                                15237
-------------------------------------                   ------------------------
          (Address of Principal                              (Zip Code)
           Executive Offices)

       Registrant's telephone number, including area code: (412) 364-1911

           Securities registered pursuant to Section 12(b) of the Act:
                                 Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:
                     Common Stock (par value $.01 per share)
                     ---------------------------------------
                                (Title of Class)

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not 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-K or any amendment to this
Form 10-K. ___

As of September 24, 1999, the aggregate value of the 2,412,564  shares of Common
Stock of the  Registrant  issued and  outstanding  on such date,  which excludes
626,208  shares held by all directors and officers of the Registrant as a group,
was  approximately  $36.3 million.  This figure is based on the last known trade
price of $15.0625 per share of the  Registrant's  Common Stock on September  24,
1999.

Number of shares of Common Stock outstanding as of September 24, 1999: 3,038,772
<PAGE>



                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents incorporated by reference and the Part of
the Form 10-K into which the document is incorporated:

(1) Portions of the Annual Report to Stockholders for the fiscal year ended June
30,  1999  are  incorporated  into  Parts  I, II and  IV.

(2) Portions of the  definitive  proxy  statement for the 1999 Annual Meeting of
Stockholders are incorporated into Part III.

<PAGE>
PART I.

Item 1.       Business.
-------       ---------

     WVS Financial Corp.  ("WVS" or the "Company") is the parent holding company
of West View Savings Bank ("West View" or the "Savings  Bank").  The Company was
organized in July 1993 as a Pennsylvania-chartered  unitary bank holding company
and acquired 100% of the common stock of the Savings Bank in November 1993.

     West View  Savings  Bank is a  Pennsylvania-chartered,  SAIF-insured  stock
savings bank conducting  business from six offices in the North Hills suburbs of
Pittsburgh.  The  Savings  Bank  converted  to the stock  form of  ownership  in
November 1993. The Savings Bank had no subsidiaries at June 30, 1999.


Lending Activities

         General.  At June  30,  1999,  the  Company's  net  portfolio  of loans
receivable  totaled  $170.3  million,  as compared to $157.7 million at June 30,
1998. Net loans receivable  comprised 48.9% of Company total assets and 97.8% of
total  deposits at June 30, 1999, as compared to 53.1% and 92.3%,  respectively,
at June 30, 1998. The principal  categories of loans in the Company's  portfolio
are  single-family  and multi-family  residential real estate loans,  commercial
real estate loans,  construction loans,  consumer loans and land acquisition and
development  loans.  Substantially all of the Company's  mortgage loan portfolio
consists  of  conventional  mortgage  loans,  which are loans  that are  neither
insured by the Federal Housing  Administration  ("FHA") nor partially guaranteed
by the  Department  of Veterans  Affairs  ("VA").  Historically,  the  Company's
lending  activities have been  concentrated in single-family  residential  loans
secured by properties  located in its primary market area of northern  Allegheny
County, southern Butler County and eastern Beaver County, Pennsylvania.

     On  occasion,   the  Company  has  also  purchased  whole  loans  and  loan
participations  secured by properties located outside of its primary market area
but predominantly in Pennsylvania. The Company believes that all of its mortgage
loans are secured by properties located in Pennsylvania. Moreover, substantially
all of the  Company's  non-mortgage  loan  portfolio  consists  of loans made to
residents and businesses located in the Company's primary market area.

     Federal  Regulations  impose  limitations on the aggregate  amount of loans
that a  savings  institution  can make to any one  borrower,  including  related
entities.  The permissible amount of loans-to-one  borrower follows the national
bank standard for all loans made by savings  institutions,  which generally does
not  permit  loans-to-one  borrower  to exceed  15% of  unimpaired  capital  and
surplus. Loans in an amount equal to an additional 10% of unimpaired capital and
surplus also may be made to a borrower if the loans are fully secured by readily
marketable   securities.   At  June  30,  1999,  the  Savings  Bank's  limit  on
loans-to-one  borrower was  approximately  $4.0 million.  The Company's  general
policy has been to limit loans-to-one  borrower,  including related entities, to
$2.0 million although this general limit may be exceeded based on the merit of a
particular  credit. At June 30, 1999, the Company's five largest loans or groups
of loans-to-one borrower,  including related entities,  ranged from an aggregate
of $2.6  million to $4.8  million,  and are  secured  primarily  by real  estate
located in the Company's primary market area.


<PAGE>
         Loan  Portfolio  Composition.   The  following  table  sets  forth  the
composition of the Company's net loans  receivable  portfolio by type of loan at
the dates indicated.
<TABLE>
<CAPTION>
                                                                       At June 30,
                    ----------------------------------------------------------------------------------------------------------------
                            1999                   1998                   1997                    1996                   1995
                    --------------------    -------------------    -------------------     ------------------     ------------------
                     Amount        %        Amount        %        Amount        %         Amount        %        Amount       %
                     ------        -        ------        -        ------        -         ------        -        ------       -
                                                                  (Dollars in thousands)
<S>                 <C>            <C>      <C>          <C>       <C>          <C>        <C>          <C>       <C>         <C>
Real estate loans:
Single-family       $103,035      54.43%    $104,849     61.06%    $116,663     67.25%     $109,776     65.16%    $92,710     63.17%
Multi-family           5,925       3.12        4,012      2.34        3,499      2.02         3,235      1.92       2,303      1.57
Commercial            28,546      15.08       21,021     12.24       14,669      8.46        13,088      7.77      12,138      8.27
Construction          23,810      12.58       17,779     10.35       16,969      9.78        19,269     11.44      21,106     14.38
Land acquisition
 and development       7,646       4.04        7,233      4.21        7,412      4.27         9,004      5.35       4,671      3.18
                    --------     ------     --------    ------     --------    ------      --------    ------     -------    ------
Total real estate
  loans              168,962      89.25      154,894     90.20      159,212     91.78       154,372     91.64     132,928     90.57
                    --------     ------     --------    ------     --------    ------      --------    ------     -------    ------
Consumer loans:
Home equity           16,467       8.70       13,613      7.93       12,258      7.06        11,963      7.10      12,477      8.50
Education                 11       0.01          591      0.34          516      0.30           590      0.35         394      0.27
Other                  2,153       1.14        2,336      1.36        1,403      0.81         1,484      0.88         905      0.61
                    --------     ------     --------    ------     --------    ------      --------    ------     -------    ------
Total consumer
  loans               18,631       9.85       16,540      9.63       14,177      8.17        14,037      8.33      13,776      9.38
                    --------     ------     --------    ------     --------    ------      --------    ------     -------    ------

Commercial loans       1,720       0.90          290      0.17           91      0.05            40      0.02         ---       ---
                    --------     ------     --------    ------     --------    ------      --------    ------     -------    ------
Commercial lease
  financings             ---       0.00          ---      0.00           2       0.00            14      0.01          68      0.05
                    --------     ------     --------    ------     --------    ------      --------    ------     -------    ------
                     189,313     100.00%     171,724    100.00%     173,482    100.00%      168,463    100.00%    146,772    100.00%
                    --------     ======     --------    ======     --------    ======      --------    ======     -------    ======
Less:
Undisbursed loan
  proceeds           (16,327)                (11,312)               (12,505)                (16,651)              (10,794)
Net deferred loan
  origination fees      (817)                   (815)                  (834)                   (837)                 (799)
Allowance for loan
  losses              (1,842)                 (1,860)                (2,009)                 (1,964)               (1,836)
                    --------                --------               --------                --------              --------
Net loans
  receivable        $170,327                $157,737               $158,134                $149,011              $133,343
                    ========                ========               ========                ========              ========
</TABLE>
<PAGE>
         Contractual  Maturities.  The following  table sets forth the scheduled
contractual maturities of the Company's loans and mortgage-backed  securities at
June 30, 1999.  The amounts  shown for each period do not take into account loan
prepayments and normal amortization of the Company's loan portfolio.
<TABLE>
<CAPTION>


                                                 Real Estate Loans
                           -----------------------------------------------------------------
                                                                                     Land         Consumer
                                                                                 acquisition     loans and    Mortgage-
                            Single-       Multi-                                     and         commercial   backed
                            family        family   Commercial    Construction    development       loans      securities     Total
                            ------        ------   ----------    ------------    -----------       -----      ----------     -----
                                                                 (Dollars in thousands)
<S>                        <C>           <C>        <C>           <C>             <C>            <C>           <C>          <C>
Amounts due in:
  One year or less         $    319      $   ---    $  1,522      $  10,764       $  2,418       $    535      $     55     $ 15,613
  After one year through
     five years               1,533          210       1,033          5,286          4,680          6,897         1,663       21,302
  After five years          101,183        5,715      25,991          7,760            548         12,919        70,662      224,778
                           --------      -------     -------        -------        -------        -------       -------     --------
     Total(1)              $103,035      $ 5,925     $28,546        $23,810        $ 7,646        $20,351       $72,380     $261,693
                           ========      =======     =======        =======        =======        =======       =======     ========
<CAPTION>

Interest rate terms on amounts due after one year:
<S>                        <C>           <C>        <C>           <C>             <C>            <C>           <C>          <C>
  Fixed                    $ 88,338       $4,649     $16,936         $4,521         $1,225        $12,791       $55,910     $184,420
  Adjustable                 14,378        1,276      10,088          8,525          4,003          7,025        16,415       61,710
                           --------      -------     -------        -------        -------        -------       -------     --------
     Total                 $102,716       $5,925     $27,024        $13,046         $5,228        $19,816       $72,325     $246,080
                           ========       ======     =======        =======         ======        =======       =======     ========
</TABLE>
-------------
(1) Does not include adjustments relating to loans in process, the allowance for
loan losses, accrued interest, deferred fee income and unearned discounts.


<PAGE>
         Scheduled  contractual  principal  repayments do not reflect the actual
maturities of loans. The average  maturity of loans is  substantially  less than
their average contractual terms because of prepayments and due-on-sale  clauses.
The average life of mortgage loans tends to increase when current  mortgage loan
rates are  substantially  higher  than  rates on  existing  mortgage  loans and,
conversely,  decrease when rates on existing mortgages are substantially  higher
than current  mortgage loan rates (due to  refinancings of  adjustable-rate  and
fixed-rate loans at lower rates).

         As further  discussed  below, the Company has from time to time renewed
commercial real estate loans and speculative construction  (single-family) loans
due to slower than expected sales of the underlying collateral.  Commercial real
estate loans are generally renewed at a contract rate that is the greater of the
market  rate at the time of the renewal or the  original  contract  rate.  Loans
secured  by  speculative  single-family   construction  or  developed  lots  are
generally  renewed for an  additional  six month term with  monthly  payments of
interest.  Subsequent  renewals,  if  necessary,  are  generally  granted for an
additional six month term;  principal  amortization  may also be required.  Land
acquisition and development loans are generally renewed for an additional twelve
month term with monthly payments of interest.

         At June 30,  1999,  the  Company  had  approximately  $10.0  million of
renewed  commercial  real  estate  and  construction  loans,  all of which  were
performing.  The $10.0 million in aggregate  disbursed  principal  that has been
renewed is comprised  of:  construction  lines of credit  totaling $8.3 million;
commercial  real estate  loans  totaling  $1.1  million;  land  acquisition  and
single-family  speculative  construction loans totaling $284 thousand;  business
lines of credit totaling $210 thousand;  and developed residential lots totaling
$97 thousand. Management believes that the previously discussed whole loans will
self-liquidate  during the normal  course of  business,  though some  additional
rollovers  may be  necessary.  All of the loans that have been rolled  over,  as
discussed above, are in compliance with all loan terms, including the receipt of
all required payments, and are considered performing loans.

         Origination,  Purchase and Sale of Loans.  Applications for residential
real  estate  loans and  consumer  loans are  obtained  at all of the  Company's
offices.  Applications  for  commercial  real estate loans are taken only at the
Company's Franklin Park office. Loan applications are primarily  attributable to
existing  customers,  builders,  walk-in  customers and referrals from both real
estate brokers and existing customers.

         All processing and underwriting of real estate and commercial  business
is performed  solely at the Company's loan division at the Franklin Park office.
The  Company  believes  this   centralized   approach  to  approving  such  loan
applications  allows it to process and approve such applications faster and with
greater  efficiency.  The Company also believes that this approach increases its
ability to service the loans. All loan  applications are required to be approved
by the  Company's  Loan  Committee,  comprised  of both  outside  directors  and
management, which meets weekly.

         Historically, the Company has originated substantially all of the loans
retained in its  portfolio.  Substantially  all of the  residential  real estate
loans  originated  by  the  Company  have  been  under  terms,   conditions  and
documentation   which  permit  their  sale  to  the  Federal  National  Mortgage
Association  and other investors in the secondary  market.  Although the Company
has not been a frequent seller of loans in the secondary market,  the Company is
on the Federal National Mortgage Association approved list of sellers/servicers.
<PAGE>
The Company has held most of the loans it originates in its own portfolio  until
maturity, due, in part, to competitive pricing conditions in the marketplace for
origination by nationwide lenders and portfolio lenders. During fiscal 1999, the
Company  sold four pools of mortgages  with an  approximate  combined  principal
balance of $400 thousand,  and participations in a large commercial loan with an
approximate combined principal balance of $1.1 million.

         The Company has not been an aggressive purchaser of loans. However, the
Company may purchase whole loans or loan participations in those instances where
demand for new loan originations in the Company's market area is insufficient or
to increase the yield  earned on the loan  portfolio.  Such loans are  generally
presented  to  the  Company   from   contacts   primarily  at  other   financial
institutions,  particularly  those which have  previously done business with the
Company.  At June 30, 1999,  $6.1 million or 3.6% of the  Company's  total loans
receivable  consisted  of  whole  loans  and  participation  interests  in loans
purchased  from other  financial  institutions,  of which $2.3  million or 37.1%
consisted of loans secured by  commercial  real estate and $3.8 million or 62.9%
consisted of  single-family  mortgage  pools.  During fiscal 1999,  purchases of
whole loans and  participations  increased by $2.3  million,  to a total of $3.4
million, as compared to fiscal 1998.

         The  Company  requires  that all  purchased  loans be  underwritten  in
accordance with its underwriting  guidelines and standards.  The Company reviews
loans, particularly scrutinizing the borrower's ability to repay the obligation,
the  appraisal  and  the  loan-to-value  ratio.   Servicing  of  loans  or  loan
participations  purchased  by the Company  generally is performed by the seller,
with a portion of the interest being paid by the borrower retained by the seller
to  cover  servicing  costs.  At June  30,  1999,  $6.1  million  or 3.6% of the
Company's total loans receivable were being serviced for the Company by others.
<PAGE>
         The following  table shows  origination,  purchase and sale activity of
the Company  with  respect to loans on a  consolidated  basis during the periods
indicated.
<TABLE>
<CAPTION>

                                                                        At or For the Year Ended June 30,
                                                             --------------------------------------------------
                                                               1999                1998                 1997
                                                             --------             --------             --------
                                                                          (Dollars in thousands)
<S>                                                          <C>                  <C>                  <C>
Net loans receivable beginning balance                       $157,737             $158,134             $149,011
Real estate loan originations
   Single-family(1)                                            13,638                4,979               15,643
   Multi-family(2)                                              2,715                1,729                  575
   Commercial                                                  10,723                6,484                2,000
   Construction                                                14,230               10,796                9,044
   Land acquisition and development                             3,100                2,936                1,384
                                                             --------             --------             --------
      Total real estate loan originations                      44,406               26,924               28,646
                                                             --------             --------             --------

Home equity                                                     7,293                4,572                3,160
Education                                                         373                  379                  323
Commercial                                                        864                  216                  533
Other                                                             890                  788                  207
                                                             --------             --------             --------
          Total loan originations                              53,826               32,879               32,869
                                                             --------             --------             --------
Disbursements against available credit lines:
   Home equity                                                  4,663                5,785                4,608
   Other                                                          893                   82                   28
Purchase of whole loans and participations                      3,479                1,115                1,145
                                                             --------             --------             --------
     Total originations and purchases                          62,861               39,861               38,650
                                                             --------             --------             --------
Less:
   Loan principal repayments                                   43,597               37,622               33,569
   Sales of whole loans and participations                      1,469                3,964                  ---
   Transferred to real estate owned                               207                  ---                   73
   Change in loans in process                                   5,015               (1,193)              (4,147)
   Other, net(3)                                                  (17)                (135)                  32
                                                             --------             --------             --------
     Net increase (decrease)                                  $12,590            $    (397)            $  9,123
                                                             --------             --------             --------

Net loans receivable ending balance                          $170,327             $157,737             $158,134
                                                             ========             ========             ========
</TABLE>
-------------
(1) Consists of loans secured by one-to-four family properties.
(2) Consists of loans secured by five or more family properties.
(3) Includes reductions for net deferred loan origination fees and the allowance
for losses.
<PAGE>
         Real Estate Lending Standards.  All financial institutions are required
to adopt and maintain  comprehensive  written real estate lending  policies that
are consistent  with safe and sound banking  practices.  These lending  policies
must reflect consideration of the Interagency Guidelines for Real Estate Lending
Policies  ("Guidelines")  adopted by the  federal  banking  agencies in December
1992.  The Guidelines set forth uniform  regulations  prescribing  standards for
real estate  lending.  Real estate  lending is defined as an extension of credit
secured  by  liens on  interests  in real  estate  or made  for the  purpose  of
financing the  construction of a building or other  improvements to real estate,
regardless of whether a lien has been taken on the property.

         The policies must address certain lending  considerations  set forth in
the Guidelines,  including  loan-to-value  ("LTV") limits,  loan  administration
procedures,  underwriting standards,  portfolio  diversification  standards, and
documentation,  approval and reporting requirements. These policies must also be
appropriate  to the size of the  institution  and the  nature  and  scope of its
operations, and must be reviewed and approved by the Board of Directors at least
annually.  The LTV ratio  framework,  with a LTV ratio being the total amount of
credit to be extended divided by the appraised value of the property at the time
the credit is originated,  must be established  for each category of real estate
loans.  If not a first  lien,  the lender  must  combine  all senior  liens when
calculating  this ratio.  The  Guidelines,  among other  things,  establish  the
following  supervisory  LTV limits:  raw land  (65%);  land  development  (75%);
construction  (commercial,  multi-family and  non-residential)  (80%);  improved
property (85%); and one-to-four family residential  (owner-occupied) (no maximum
ratio;  however  any LTV  ratio in  excess  of 75%  should  require  appropriate
insurance or readily  marketable  collateral).  Consistent with its conservative
lending philosophy, the Company's LTV limits are generally more restrictive than
those in the Guidelines:  raw land (60%); land development  (70%);  construction
(commercial - 70%;  multi-family  - 75%;  speculative  residential  - 80%);  and
residential  properties  (95% in the case of one-to-four  family  owner-occupied
residences and 75% on larger family non-owner-occupied residences).

         Single-Family  Residential  Real Estate  Loans.  Historically,  savings
institutions such as the Company have concentrated  their lending  activities on
the  origination of loans secured  primarily by first mortgage liens on existing
single-family  residences.  At June 30,  1999,  $103.0  million  or 54.4% of the
Company's  total loan  portfolio  consisted of  single-family  residential  real
estate loans,  substantially all of which are conventional loans.  Single-family
loan  originations  totaled $13.6  million and increased  $8.7 million or 173.9%
during the fiscal year ended June 30, 1999,  when compared to the same period in
1998.  The increase in  single-family  originations  was primarily due to higher
cyclical mortgage refinancing activity and a stronger local demand for permanent
mortgage financing.

         The Company  historically  has emphasized the origination of fixed-rate
loans with terms of up to 30 years.  Although such loans are originated with the
expectation  that they will be  maintained  in the  portfolio,  these  loans are
originated generally under terms, conditions and documentation that permit their
sale in the secondary  market.  The Company also makes  available  single-family
residential  adjustable-rate  mortgages  ("ARMs"),  which  provide for  periodic
adjustments  to the  interest  rate,  but such  loans  have never been as widely
accepted in the Company's market area as the fixed-rate  mortgage loan products.
The ARMs  currently  offered  by the  Company  have up to  30-year  terms and an
interest rate, which adjusts in accordance with one of several indices. Consumer
response to adjustable rate loans has been limited due to the continued  decline
in long-term interest rates experienced during most of fiscal 1999.
<PAGE>
         At  June  30,  1999,  approximately  $88.7  million  or  86.0%  of  the
single-family  residential  loans in the Company's loan  portfolio  consisted of
loans which provide for fixed rates of interest.  Although these loans generally
provide for repayments of principal over a fixed period of 15 to 30 years, it is
the Company's  experience that because of prepayments  and due-on-sale  clauses,
such loans generally  remain  outstanding for a substantially  shorter period of
time.

         The Company is  permitted to lend up to 95% of the  appraised  value of
real  property  securing  a  residential  loan;  however,  if  the  amount  of a
residential  loan originated or refinanced  exceeds 95% of the appraised  value,
the Company is required by state banking  regulations to obtain private mortgage
insurance  on the  portion  of the  principal  amount  that  exceeds  75% of the
appraised value of the security  property.  Pursuant to underwriting  guidelines
adopted by the Board of  Directors,  private  mortgage  insurance is obtained on
residential  loans for which  loan-to-value  ratios  exceed 80% according to the
following  schedule:  loans exceeding 80% but less than 90% - 25% coverage;  and
loans  exceeding  90% but less  than 95% - 30%  coverage.  No loans  are made in
excess of 95% of appraised value.

         Property  appraisals on the real estate and  improvements  securing the
Company's  single-family  residential  loans are made by independent  appraisers
approved by the Board of Directors.  Appraisals are performed in accordance with
federal  regulations and policies.  The Company obtains title insurance policies
on most of the first mortgage real estate loans  originated.  If title insurance
is not obtained or is unavailable,  the Company obtains an abstract of title and
a title opinion.  Borrowers also must obtain hazard  insurance  prior to closing
and,  when  required  by the  United  States  Department  of  Housing  and Urban
Development,  flood insurance.  Borrowers may be required to advance funds, with
each monthly  payment of principal and interest,  to a loan escrow  account from
which the Company  makes  disbursements  for items such as real estate taxes and
mortgage insurance premiums as they become due.

         Multi-Family  Residential and Commercial Real Estate Loans. The Company
originates  mortgage  loans for the  acquisition  and  refinancing  of  existing
multi-family  residential  and commercial  real estate  properties.  At June 30,
1999,  $5.9 million or 3.1% of the Company's  total loan portfolio  consisted of
loans secured by existing multi-family residential real estate properties, which
represented  an increase of $1.9 million or 47.7% from fiscal 1998.  At June 30,
1999, $28.5 million or 15.1% of the loan portfolio consisted of loans secured by
existing  commercial real estate  properties,  which  represented an increase of
$7.5 million or 35.8% from fiscal 1998.  Both  increases  were  primarily due to
higher volumes of loan originations  during fiscal 1999. During fiscal 1999, the
Company chose to emphasize  originations  of  multi-family  and commercial  real
estate  loans  in  order to earn  returns  greater  than  those  offered  in the
single-family residential mortgage market.

         The  majority  of the  Company's  multi-family  residential  loans  are
secured  primarily by 5 to 20 unit apartment  buildings,  while  commercial real
estate   loans  are  secured  by  office   buildings,   hotels,   small   retail
establishments and churches.  These types of properties  constitute the majority
of  the  Company's   commercial  real  estate  loan  portfolio.   The  Company's
multi-family  residential  and commercial  real estate loan  portfolio  consists
primarily of loans secured by properties located in its primary market area.
<PAGE>
         Although  terms vary,  multi-family  residential  and  commercial  real
estate loans  generally are amortized over a period of up to 15 years  (although
some loans amortize over a twenty year period) and mature in 5 to 15 years.  The
Company  will  originate  these loans either with fixed or  adjustable  interest
rates which  generally is negotiated at the time of  origination.  Loan-to-value
ratios on the Company's  commercial  real estate loans are currently  limited to
75% or lower. As part of the criteria for underwriting  multi-family residential
and commercial real estate loans, the Company  generally imposes a debt coverage
ratio (the ratio of net cash from operations  before payment of the debt service
to debt service) of at least 100%. It is also the Savings  Bank's general policy
to obtain  personal  guarantees on its  multi-family  residential and commercial
real estate loans from the  principals  of the borrower and, when this cannot be
obtained,  to  impose  more  stringent  loan-to-value,  debt  service  and other
underwriting requirements.

         At June 30, 1999, the Company's multi-family residential and commercial
real estate loan portfolio  consisted of approximately 106 loans with an average
principal  balance of $323  thousand.  At June 30,  1999,  the  Company  had one
commercial  real  estate  loan  totaling  $274  thousand  that was not  accruing
interest.

         Construction  Loans.  In recent  years,  the Company has been active in
originating loans to construct  primarily  single-family  residences,  and, to a
much lesser extent, loans to acquire and develop real estate for construction of
residential  properties.  These construction  lending  activities  generally are
limited to the Company's  primary  market area.  At June 30, 1999,  construction
loans amounted to  approximately  $23.8 million or 12.6% of the Company's  total
loan  portfolio,  which  represented  an increase of $6.1  million or 33.9% from
fiscal 1998. The increase was  principally  due to increased  levels of new home
construction  and in order to earn a higher rate of return than was available in
the  single-family  residential  mortgage  market.  As of  June  30,  1999,  the
Company's  portfolio of  construction  loans consisted of $17.7 million of loans
for the construction of single-family  residential real estate,  $5.7 million of
loans for the construction of commercial real estate, and $400 thousand of loans
for the construction of multi-family residential real estate.  Construction loan
originations totaled $14.2 million and increased by $3.4 million or 31.8% during
the fiscal year ended June 30, 1999, when compared to the same period in 1998.

         Construction  loans are made for the purpose of constructing a personal
residence.  In such  circumstances,  the Company will underwrite such loans on a
construction/permanent  mortgage  loan basis.  At June 30,  1999,  approximately
87.8% of total  outstanding  construction  loans were made to local real  estate
builders and  developers  with whom the Company has worked for a number of years
for  the   purpose   of   constructing   primarily   single-family   residential
developments,  with the  remaining  12.2% of total  construction  loans  made to
individuals  for  the  purpose  of  constructing  a  personal  residence.   Upon
application,  credit  review and  analysis of personal and  corporate  financial
statements,  the  Company  will  grant  local  builders  lines of  credit  up to
designated  amounts.  These  credit  lines  may  be  used  for  the  purpose  of
construction  of  speculative  (or  unsold)  residential  properties.   In  some
instances,  lines of credit  will also be  granted  for  purposes  of  acquiring
finished  residential  lots and developing  speculative  residential  properties
thereon.  Such lines generally have not exceeded $1.0 million,  with the largest
line totaling $1.5 million.  Once approved for a construction  line, a developer
<PAGE>
must  still  submit  plans  and   specifications   and  receive  the   Company's
authorization,  including  an appraisal of the  collateral  satisfactory  to the
Company,  in order to begin utilizing the line for a particular  project.  As of
June 30,  1999,  the  Company  also had $7.6  million  or 4.0% of the total loan
portfolio  invested in land development loans, which consisted of 15 loans to 13
developers.

         Construction  loans generally have  maturities of 18 months,  including
one 6 month  extension,  with  payments  being made monthly on an  interest-only
basis.  Thereafter,  the permanent financing arrangements will generally provide
for either an adjustable or fixed interest rate,  consistent  with the Company's
policies with respect to residential and commercial real estate financing. For a
discussion  of the  Company's  policy  with  respect to  renewing a  speculative
construction  loan at the expiration of its term if the underlying  property has
not been sold, see "-Contractual Maturities".

         The Company intends to maintain its involvement in construction lending
within its primary market area. Such loans afford the Company the opportunity to
increase the interest rate  sensitivity of its loan  portfolio.  Commercial real
estate and  construction  lending is  generally  considered  to involve a higher
level of risk as  compared  to  single-family  residential  lending,  due to the
concentration  of principal in a limited  number of loans and  borrowers and the
effects of general economic  conditions on real estate  developers and managers.
Moreover,  a  construction  loan can  involve  additional  risks  because of the
inherent  difficulty in estimating both a property's  value at completion of the
project and the estimated cost (including  interest) of the project.  The nature
of these loans is such that they are  generally  more  difficult to evaluate and
monitor.  In  addition,  speculative  construction  loans to a  builder  are not
necessarily  pre-sold and thus pose a greater potential risk to the Company than
construction loans to individuals on their personal residences.

         The Company has  attempted  to minimize the  foregoing  risks by, among
other  things,  limiting  the  extent  of its  commercial  real  estate  lending
generally  and by limiting its  construction  lending to  primarily  residential
properties.  In addition,  the Savings Bank has adopted underwriting  guidelines
which impose stringent  loan-to-value,  debt service and other  requirements for
loans which are believed to involve higher elements of credit risk, by generally
limiting the  geographic  area in which the Savings Bank will do business to its
primary  market area and by working with builders  with whom it has  established
relationships.

         Consumer  Loans.  The Company  offers  consumer  loans,  although  such
lending activity has not historically been a large part of its business. At June
30, 1999, $18.6 million or 9.9% of the Company's total loan portfolio  consisted
of consumer loans,  which  represented an increase of $2.1 million or 12.7% from
fiscal 1998 primarily due to higher volumes of loan originations.  During fiscal
1999, the Company chose to emphasize  originations of consumer loans in order to
earn  returns  greater  than  those  offered  in the  single-family  residential
mortgage  market and to shorten the average  life of the loan  portfolio  due to
relatively low market interest rates.  The consumer loans offered by the Company
include  home  equity  loans,  home  equity  lines of credit,  education  loans,
automobile loans,  deposit account secured loans and personal loans. Most of the
Company's  consumer loans are secured by real estate and are primarily  obtained
through existing and walk-in customers.
<PAGE>
         The Company will originate either a fixed-rate,  fixed term home equity
loan,  or a home equity line of credit with a variable  rate.  At June 30, 1999,
approximately  63.6% of the Company's home equity loans were at a fixed rate for
a  fixed  term.   Although  there  have  been  a  few  exceptions  with  greater
loan-to-value  ratios,  substantially  all of such loans are  originated  with a
loan-to-value  ratio which,  when coupled with the  outstanding  first  mortgage
loan, does not exceed 80%.

         Commercial Loans. At June 30, 1999, $1.7 million or less than 1% of the
Company's  total loan  portfolio  consisted of commercial  loans,  which include
loans secured by accounts  receivable,  business  inventory and  equipment,  and
similar  collateral.  The $1.4 million or 493.1%  increase  from fiscal 1998 was
principally  due  to  higher  volumes  of  loan  originations.  The  Company  is
selectively  developing  this line of  business  in order to  increase  interest
income and to attract compensating deposit account balances.

         Loan Fee Income.  In addition to interest earned on loans,  the Company
receives   income  from  fees  in  connection  with  loan   originations,   loan
modifications, late payments, prepayments and for miscellaneous services related
to its loans. Income from these activities varies from period to period with the
volume and type of loans made and competitive conditions.

         The Company  charges loan  origination  fees that are  calculated  as a
percentage of the amount borrowed.  Loan origination and commitment fees and all
incremental  direct loan origination  costs are deferred and recognized over the
contractual  remaining  lives  of the  related  loans  on a level  yield  basis.
Discounts and premiums on loans purchased are accreted and amortized in the same
manner.  In accordance  with FASB 91, the Company has recognized  $341 thousand,
$205 thousand and $229  thousand of deferred loan fees during fiscal 1999,  1998
and 1997,  respectively,  in  connection  with loan  refinancings,  payoffs  and
ongoing  amortization of outstanding loans. The increase in loan origination fee
income for fiscal 1999 was  principally  attributable to a higher volume of loan
refinancings  which  permitted  the  acceleration  of  associated  deferred  fee
balances.

         Non-Performing   Loans,   Real   Estate   Owned   and   Troubled   Debt
Restructurings.  When a borrower fails to make a required payment on a loan, the
Company  attempts to cure the  deficiency by contacting the borrower and seeking
payment.  Contacts are  generally  made on the  fifteenth day after a payment is
due. In most cases,  deficiencies are cured promptly.  If a delinquency  extends
beyond 15 days, the loan and payment history is reviewed and efforts are made to
collect the loan. While the Company  generally prefers to work with borrowers to
resolve such problems, when the account becomes 90 days delinquent,  the Company
does institute foreclosure or other proceedings,  as necessary,  to minimize any
potential loss.

         Loans  are  placed on  non-accrual  status  when,  in the  judgment  of
management,   the  probability  of  collection  of  interest  is  deemed  to  be
insufficient  to warrant further  accrual.  When a loan is placed on non-accrual
status, previously accrued but unpaid interest is deducted from interest income.
The Company normally does not accrue interest on loans past due 90 days or more.
The Company will continue to accrue interest on education loans past due 90 days
or more because of the repayment  guarantee provided by the Federal  government.
The  Company  may also  continue  to  accrue  interest  if,  in the  opinion  of
management, it believes it will collect on the loan.
<PAGE>
         Real estate  acquired by the Company as a result of  foreclosure  or by
deed-in-lieu of foreclosure is classified as real estate owned until it is sold.
When property is acquired,  it is recorded at the lower of cost or fair value at
the date of acquisition and any write-down resulting therefrom is charged to the
allowance for losses on real estate owned. All costs incurred in maintaining the
Company's  interest in the  property are  capitalized  between the date the loan
becomes  delinquent and the date of acquisition.  After the date of acquisition,
all costs incurred in  maintaining  the property are expensed and costs incurred
for the improvement or development of such property are capitalized.

         The  following  table  sets forth the  amounts  and  categories  of the
Company's non-performing assets at the dates indicated.
<TABLE>
<CAPTION>
                                                                                   At June 30,
                                                          -----------------------------------------------------------
                                                            1999        1998          1997         1996         1995
                                                          ------      ------        ------       ------       ------
                                                                              (Dollars in thousands)
<S>                                                       <C>        <C>           <C>           <C>          <C>
Non-accruing loans:
Real estate:
   Single-family(1)                                       $  189     $    52       $   ---       $  100       $  185
   Multi-family                                              ---         ---           ---          ---          561
   Commercial(2)                                             274         481           274          274          274
Consumer(3)                                                   77          70           ---          ---          ---
Commercial loans and leases(4)                                 7         ---           ---            3            9
                                                          ------      ------        ------       ------       ------
Total non-accrual loans                                      547         603           274          377        1,029
                                                          ------      ------        ------       ------       ------
Accruing loans greater than 90 days
   delinquent                                                ---         ---           ---          ---          ---
                                                          ------      ------        ------       ------       ------
     Total non-performing loans                           $  547      $  603        $  274       $  377       $1,029
                                                          ------      ------        ------       ------       ------
Real estate owned                                            218         ---           ---          ---          ---
                                                          ------      ------        ------       ------       ------
     Total non-performing assets                          $  765      $  603        $  274       $  377       $1,029
                                                          ======      ======        ======       ======       ======
Troubled debt restructurings                              $  ---      $  ---        $  ---       $  603       $  930
                                                          ======      ======        ======       ======       ======
Total non-performing loans and troubled
 debt restructurings as a percentage of
 net loans receivable                                       0.32%       0.38%         0.17%       0.66%         1.47%
                                                          ======      ======        ======       ======       ======
Total non-performing assets to total assets                 0.22%       0.20%         0.09%       0.15%         0.45%
                                                          ======      ======        ======       ======       ======
Total non-performing assets and troubled
   debt restructurings as a percentage of
    total assets                                            0.22%       0.20%         0.09%       0.38%         0.86%
                                                          ======      ======        ======       ======       ======
</TABLE>
--------------
(1)  At June 30, 1999, non-accrual  single-family  residential real estate loans
     consisted of five loans.
(2)  At June 30, 1999, non-accrual commercial real estate loans consisted of one
     loan.
(3)  At June 30, 1999, non-accrual consumer loans consisted of one loan.
(4)  At June 30, 1999, non-accrual commercial loans consisted of one loan.
<PAGE>
         The $56 thousand  decrease in  non-accrual  loans during fiscal 1999 is
comprised of a $207  thousand  decrease in  non-accrual  commercial  real estate
loans,  partially offset by a $7 thousand increase in non-accrual consumer loans
and a $137 thousand increase in non-accrual single-family real estate loans.

         At  June  30,  1999,  the  Company  had  one  performing   restructured
multi-family loan with a total  outstanding  principal balance of $587 thousand.
The loan is secured by an eight unit  apartment  building and one  single-family
residence  located in Oakmont  Borough.  Though  originally  appraised  for $840
thousand in 1991, a revised  appraisal report dated September 1995 has indicated
an appraised value of  approximately  $475 thousand.  Though no charge-offs have
been recorded to date,  the loan has been  internally  classified as substandard
due to collateral value.  Partner ownership has shifted on this property and the
Company has been receiving normal principal and interest payments for over three
years.  The  Company  expects  the loan to remain  current  and to  possibly  be
refinanced in the future. The Company believes that it has an adequate valuation
allowance with respect to this loan.

         As of June 30, 1999,  the Company had five  non-accruing  single-family
residential real estate loans which totaled approximately $189 thousand.  During
July 1999,  one of these loans with a  principal  balance of  approximately  $92
thousand was paid off in full. The Company expects that the remaining loans will
be worked out in the normal course of business.

         As of June 30, 1999, the Company had one  non-accruing  commercial real
estate loan with a principal balance totaling $274 thousand. The Company stopped
accruing  interest on the loan as of  September  1993.  The loan is secured by a
restaurant  and real estate  which is located in Wexford,  PA. The  property was
appraised  for $395  thousand in June 1988.  Since such date, an addition to the
restaurant  has been  constructed.  The obligors on this loan are the two former
principal owners of the restaurant.  The restaurant and the two obligors on this
loan have filed under  Chapter 7 of the Federal  Bankruptcy  Code. A third party
has  acquired  the  restaurant  business  and  property  in a  Bankruptcy  Court
supervised  restructuring plan by, among other things,  agreeing to make certain
periodic payments into the bankruptcy estate. The Bankruptcy Court has not as of
yet approved the bankruptcy plan. The Company,  however,  is presently receiving
interest  only  payments  at a modified  rate of 8%, as opposed to the  original
contract  rate  of 9%.  Under  terms  of the  pending  but as of yet  unapproved
bankruptcy  restructuring plan, the Company has agreed, among other things, to a
reduction  in  the  contract  rate  of  interest  to 8%  and  certain  repayment
modifications. All payments due under the plan have been received to date.

         As of June 30, 1999, the Company had one  non-accruing  commercial loan
with an  outstanding  principal  balance  of $7  thousand  that was over 90 days
delinquent.  The Company  has  initiated  legal  action to force the sale of the
collateral of this participation loan.

         As of June 30, 1999,  the Company had one  non-accruing  consumer  loan
with an  outstanding  principal  balance of $77  thousand  that was over 90 days
delinquent.  The Company is currently in proceedings  with the debtor's  estate,
which consists of a house and a business property.
<PAGE>
         During fiscal 1999,  1998 and 1997,  approximately  $42  thousand,  $64
thousand and $35 thousand, respectively, of interest would have been recorded on
loans accounted for on a non-accrual  basis and troubled debt  restructurings if
such loans had been current  according to the original loan  agreements  for the
entire period.  These amounts were not included in the Company's interest income
for the respective periods. The amount of interest income on loans accounted for
on a  non-accrual  basis and troubled debt  restructurings  that was included in
income  during the same periods  amounted to  approximately  $41  thousand,  $44
thousand and $20 thousand, respectively.

         Allowances   for  Loan  Losses.   The  allowance  for  loan  losses  is
established  through  provisions for loan losses charged against  income.  Loans
deemed to be uncollectible are charged against the allowance account. Subsequent
recoveries,  if any, are credited to the allowance.  The allowance is maintained
at a level believed  adequate by management to absorb  estimated  potential loan
losses.  Management's determination of the adequacy of the allowance is based on
periodic evaluations of the loan portfolio considering past experience,  current
economic  conditions,  composition  of the loan  portfolio  and  other  relevant
factors.  This  evaluation is  inherently  subjective,  as it requires  material
estimates that may be susceptible to significant change.

         Effective  December 21, 1993, the FDIC, in conjunction  with the Office
of the  Comptroller of the Currency,  the Office of Thrift  Supervision  and the
Federal Reserve Board,  adopted an Interagency Policy Statement on the Allowance
for Loan and Lease Losses  ("Policy  Statement").  The Policy  Statement,  which
effectively supersedes previous FDIC proposed guidance, includes guidance (1) on
the  responsibilities  of management for the assessment and  establishment of an
adequate allowance and (2) for the agencies'  examiners to use in evaluating the
adequacy  of  such  allowance  and  the  policies  utilized  to  determine  such
allowance.  The Policy Statement also sets forth  quantitative  measures for the
allowance with respect to assets classified substandard and doubtful,  described
below,  and with  respect  to the  remaining  portion of an  institution's  loan
portfolio.   Specifically,   the  Policy  Statement  sets  forth  the  following
quantitative measures which examiners may use to determine the reasonableness of
an allowance:  (1) 50% of the portfolio that is classified doubtful;  (2) 15% of
the portfolio  that is classified  substandard;  and (3) for the portions of the
portfolio that have not been  classified  (including  loans  designated  special
mention), estimated credit losses over the upcoming twelve months based on facts
and  circumstances  available on the evaluation date. While the Policy Statement
sets forth this quantitative measure, such guidance is not intended as a "floor"
or "ceiling".

         Federal  regulations  require  that each  insured  savings  institution
classify  its  assets  on a regular  basis.  In  addition,  in  connection  with
examinations  of insured  institutions,  federal  examiners  have  authority  to
identify  problem assets and, if  appropriate,  classify  them.  There are three
classifications  for  problem  assets:  "substandard",  "doubtful"  and  "loss".
Substandard  assets have one or more defined weaknesses and are characterized by
the distinct  possibility that the insured institution will sustain some loss if
the deficiencies are not corrected. Doubtful assets have the weaknesses of those
classified as substandard with the added characteristic that the weaknesses make
collection  or  liquidation  in full on the basis of currently  existing  facts,
conditions and values questionable,  and there is a high possibility of loss. An
asset  classified as loss is considered  uncollectible  and of such little value
that  continuance  as an  asset of the  institution  is not  warranted.  Another
<PAGE>
category  designated "asset watch" is also utilized by the Bank for assets which
do not currently expose an insured institution to a sufficient degree of risk to
warrant  classification  as substandard,  doubtful or loss. Assets classified as
substandard or doubtful require the institution to establish general  allowances
for loan  losses.  If an asset or portion  thereof is  classified  as loss,  the
insured institution must either establish specific allowances for loan losses in
the amount of 100% of the portion of the asset  classified  loss,  or charge-off
such amount.  General  loss  allowances  established  to cover  possible  losses
related  to  assets  classified  substandard  or  doubtful  may be  included  in
determining  an  institution's  regulatory  capital,  while  specific  valuation
allowances for loan losses do not qualify as regulatory capital.

         The Company's general policy is to internally  classify its assets on a
regular  basis and  establish  prudent  general  valuation  allowances  that are
adequate to absorb losses that have not been identified but that are inherent in
the loan portfolio.  The Company maintains general valuation  allowances that it
believes  are  adequate  to  absorb  losses in its loan  portfolio  that are not
clearly   attributable  to  specific  loans.  The  Company's  general  valuation
allowances  are within the following  ranges:  (1) 0% to 5% of assets subject to
special mention; (2) 5% to 25% of assets classified substandard;  and (3) 50% to
100% of assets classified doubtful.  Any loan classified as loss is charged-off.
To further  monitor and assess the risk  characteristics  of the loan portfolio,
loan  delinquencies are reviewed to consider any developing problem loans. Based
upon the procedures in place,  considering  the Company's past  charge-offs  and
recoveries and assessing the current risk elements in the portfolio,  management
believes the allowance for loan losses at June 30, 1999, is adequate.

         The allowance  for loan losses at June 30, 1999  decreased $18 thousand
to $1.84 million due to net  charge-offs.  The allowance for loan losses at June
30, 1998  decreased $149 thousand to $1.86 million due primarily to the reversal
of previously  established  loan loss reserves  attributable  to the payoff of a
commercial loan participation. Previously, the Company had consistently added to
the allowance for possible loan losses. The increases in prior years reflected a
number of factors,  the most significant of which was the industry trend towards
greater  emphasis on the  allowance  method of providing for loan losses and the
specific charge-off method.

         The Company  transferred  a $207 thousand  non-accrual  loan balance to
real estate  owned during  fiscal 1999.  The loan was acquired by the Company in
fiscal 1992 through the  acquisition  of Home Savings  Association.  The Company
stopped accruing  interest on the loan in fiscal 1998. The loan was secured by a
tavern and restaurant which the Company  acquired through  sheriff's sale during
June 1999. The Company intends to liquidate this asset in an orderly manner.


<PAGE>
         The following table summarizes  changes in the Company's  allowance for
loan losses and other selected statistics for the periods indicated.


<TABLE>
<CAPTION>
                                                                                    At June 30,
                                                        --------------------------------------------------------------------
                                                           1999         1998             1997           1996          1995
                                                        ---------     ---------       ---------      ---------     ---------

                                                                            (Dollars in thousands)
<S>                                                     <C>           <C>             <C>            <C>           <C>
Average net loans                                       $ 158,651     $ 163,046       $ 153,726      $ 141,643     $ 133,517
                                                        =========     =========       =========      =========     =========
Allowance balance (at beginning of period)              $   1,860     $   2,009       $   1,964      $   1,836     $   1,634
Provision for loan losses                                     ---          (120)             60            150           211
Charge-offs:
   Real Estate:
     Single-family                                              5             1              15             25           ---
     Multi-family                                             ---           ---             ---            ---           ---
     Commercial                                               ---           ---             ---            ---           ---
     Construction                                             ---           ---             ---            ---           ---
   Land acquisition and development                           ---           ---             ---            ---           ---
   Consumer:
     Home equity                                               15            15             ---            ---           ---
     Education                                                ---           ---             ---            ---           ---
     Other                                                    ---            23             ---            ---           ---
   Commercial loans and leases                                ---           ---               3              4            12
                                                        ---------     ---------       ---------      ---------     ---------
     Total charge-offs                                         20            39              18             29            12
                                                        ---------     ---------       ---------      ---------     ---------
Recoveries:
   Real estate:
     Single-family                                              1             8               1            ---           ---
     Multi-family                                             ---           ---             ---            ---           ---
     Commercial                                               ---           ---             ---            ---           ---
     Construction                                             ---           ---             ---            ---           ---
   Land acquisition and development                           ---           ---             ---            ---           ---
   Consumer:
     Home equity                                                1           ---             ---            ---           ---
     Education                                                ---           ---             ---            ---           ---
     Other                                                    ---             1             ---              1             1
   Commercial loans and leases                                ---             1               2              6             2
                                                        ---------     ---------       ---------      ---------     ---------
     Total recoveries                                           2            10               3              7             3
                                                        ---------     ---------       ---------      ---------     ---------
Net loans charged-off                                          18            29              15             22             9
Transfer to real estate owned loss reserve                    ---           ---             ---            ---           ---
                                                        ---------     ---------       ---------      ---------     ---------
Allowance balance (at end of period)                    $   1,842     $   1,860       $   2,009      $   1,964     $   1,836
                                                        =========     =========       =========      =========     =========
Allowance   for  loan  losses  as  a  percentage
of total loans receivable                                    1.07%         1.08%           1.16%          1.17%         1.25%
                                                        =========     =========       =========      =========     =========
Net  loans   charged-off   as  a  percentage  of
average net loans                                            0.02%         0.02%           0.01%          0.02%         0.01%
                                                        =========     =========       =========      =========     =========
Allowance  for  loan  losses  to  non-performing
loans                                                      336.75%       308.46%         733.21%        520.95%       178.43%
                                                        =========     =========       =========      =========     =========
Net  loans  charged-off  to  allowance  for loan
losses                                                       0.98%         1.56%           0.75%          1.12%         0.49%
                                                        =========     =========       =========      =========     =========
Recoveries to charge-offs                                   11.12%        25.64%          16.67%         24.14%        25.00%
                                                        =========     =========       =========      =========     =========

</TABLE>
<PAGE>
         The following  table presents the allocation of the allowances for loan
losses by loan category at the dates indicated.
<TABLE>
<CAPTION>
                                                                  At June 30,
                      ------------------------------------------------------------------------------------------------------
                             1999                 1998               1997                  1996                 1995
                      -------------------  -------------------  -------------------  -------------------  -------------------
                      % of Total Loans by  % of Total Loans by  % of Total Loans by  % of Total Loans by  % of Total Loans by
                        Amount  Category    Amount   Category   Amount   Category    Amount   Category    Amount   Category
                        ------  --------    ------   --------   ------   --------    ------   --------    ------   --------
                                                          (Dollars in thousands)
<S>                    <C>        <C>       <C>        <C>      <C>        <C>       <C>        <C>       <C>        <C>
Real estate loans:
  Single-family        $  174     54.43%    $  164     61.06%   $  175     67.25%    $  161     65.16%    $  146     63.17%
  Multi-family            152      3.12        143      2.34       142      2.02        141      1.92         12      1.57
  Commercial              283     15.08        423     12.24       449      8.46        468      7.77        593      8.27
  Construction             85     12.58         52     10.35        58      9.78         38     11.44         49     14.38
  Land acquisition
   and development         57      4.04         59      4.21        59      4.27         69      5.35         31      3.18
  Unallocated             695      0.00        652      0.00       722      0.00        711      0.00        693      0.00
                      -------    ------    -------    ------   -------    ------    -------    ------    -------    ------
    Total real estate
      loans             1,446     89.25      1,493     90.20     1,605     91.78      1,589     91.64      1,524     90.57
                      -------    ------    -------    ------   -------    ------    -------    ------    -------    ------
Consumer loans:
  Home equity             202      8.70        168      7.93       123      7.06        120      7.10        124      8.50
  Education                 0      0.01          5      0.34         5      0.30          6      0.35          4      0.27
  Other                    24      1.14         17      1.36        10      0.81         10      0.88         14      0.61
  Unallocated              77      0.00        167      0.00       258      0.00        215      0.00        127      0.00
                      -------    ------    -------    ------   -------    ------    -------    ------    -------    ------
    Total consumer
      loans               303      9.85        357      9.63       396      8.17        351      8.33        269      9.38
                      -------    ------    -------    ------   -------    ------    -------    ------    -------    ------
Commercial loans:
  Commercial loans         86      0.90         10      0.17         5      0.05          2      0.02         --      0.00
  Unallocated               7      0.00         --      0.00        --      0.00         --      0.00         --      0.00
                      -------    ------    -------    ------   -------    ------    -------    ------    -------    ------
    Total commercial
      loans                93      0.90         10      0.17         5      0.05          2      0.02         --      0.00
                      -------    ------    -------    ------   -------    ------    -------    ------    -------    ------
Commercial lease
  financings               --      0.00         --      0.00         3      0.00         22      0.01         43      0.05
                      -------    ------    -------    ------   -------    ------    -------    ------    -------    ------
                      $ 1,842    100.00%   $ 1,860    100.00%  $ 2,009    100.00%   $ 1,964    100.00%   $ 1,836    100.00%
                      =======    ======    =======    ======   =======    ======    =======    ======    =======    ======
</TABLE>


         Management  believes that the reserves it has  established are adequate
to cover  any  potential  losses in the  Company's  loan and real  estate  owned
portfolios.  However, future adjustments to these reserves may be necessary, and
the Company's results of operations could be adversely affected if circumstances
differ  substantially  from the  assumptions  used by  management  in making its
determinations in this regard.
<PAGE>
Mortgage-Backed Securities

         Mortgage-backed   securities  ("MBS")  include  mortgage   pass-through
certificates ("PCs") and collateralized  mortgage obligations  ("CMOs").  With a
pass-through  security,  investors  own an  undivided  interest  in the  pool of
mortgages that  collateralize the PCs.  Principal and interest is passed through
to the investor as it is generated by the mortgages underlying the pool. PCs may
be  insured  or  guaranteed  by  the  Federal  Home  Loan  Mortgage  Corporation
("FHLMC"), the Federal National Mortgage Association ("FNMA") and the Government
National Mortgage Association  ("GNMA").  CMOs may also be privately issued with
varying degrees of credit  enhancements.  A CMO  reallocates  mortgage pool cash
flow to a series of bonds (called  traunches)  with varying  stated  maturities,
estimated average lives, coupon rates and prepayment characteristics. All of the
Company's CMOs are rated in the highest category by at least two national rating
services.

         At June 30, 1999, the Company's MBS portfolio  totaled $72.4 million as
compared to $46.3 million at June 30, 1998.  The $26.1 million or 56.3% increase
in MBS balances  outstanding  during fiscal 1999 was primarily  attributable  to
increased  MBS purchases  made in order to mitigate the  principal  calls on the
Company's  callable  bond  portfolio  and earn a higher  yield with an  expected
average life profile  comparable to longer-term  callable  agency bonds. At June
30, 1999,  approximately  $16.4  million or 22.7% (book value) of the  Company's
portfolio of MBS,  including CMOs, were comprised of adjustable or floating rate
instruments,   as  compared  to  $17.8  million  or  38.5%  at  June  30,  1998.
Substantially  all of the Company's  floating rate MBS adjust monthly based upon
changes in certain short-term market indices (e.g. LIBOR, Prime, etc.).

         The following  tables set forth the amortized cost and estimated market
values of the Company's  MBSs  available for sale and held to maturity as of the
periods indicated.
<TABLE>
<CAPTION>
                                                                     1999                 1998                1997
                                                                   ---------            --------           ---------
MBS Available for Sale at June 30,                                          (Dollars in thousands)
----------------------------------
<S>                                                                <C>                  <C>                <C>
FHLMC PCs                                                          $     214            $    308           $     931
GNMA PCs                                                                 766              11,022               1,306
FNMA PCs                                                               6,632               9,178              10,708
CMOs - agency collateral                                                 878               2,584               5,472
CMOs - single-family whole loan collateral                               852               5,750                 ---
                                                                   ---------            --------           ---------
Total amortized cost                                               $   9,342            $ 18,842           $  18,417
                                                                   =========            ========           =========
Total estimated market value                                       $   9,273            $ 19,041           $  18,280
                                                                   =========            ========           =========
MBS Held to Maturity at June 30,
--------------------------------
FHLMC PCs                                                          $     146            $    246           $     351
GNMA PCs                                                               1,107               1,156               1,219
FNMA PCs                                                                 103                 151                 194
CMOs - agency collateral                                              18,847              15,810              16,728
CMOs - single-family whole loan collateral                            42,904               9,910                 718
                                                                   ---------            --------           ---------
Total amortized cost                                               $  63,107            $ 27,273           $  19,210
                                                                   =========            ========           =========
Total estimated market value                                       $  62,167            $ 27,777           $  19,381
                                                                   =========            ========           =========
</TABLE>
<PAGE>
         The Company believes that its present MBS available for sale allocation
of $9.3 million or 12.8% of the carrying value of the MBS portfolio, is adequate
to meet anticipated future liquidity  requirements and to reposition its balance
sheet and asset/liability mix should it wish to do so in the future.

         The  following  table  sets  forth  the  amortized  cost,   contractual
maturities and weighted average yields of the Company's MBSs, including CMOs, at
June 30, 1999.
<TABLE>
<CAPTION>


                                 One Year or      After One to     After Five to      Over Ten
                                     Less           Five Years       Ten Years         Years              Total
                                 -----------      ------------     --------------     --------            -----
                                                               (Dollars in thousands)
<S>                                <C>               <C>            <C>                <C>               <C>
MBS available for sale             $    55           $ 1,670        $    66            $ 7,551           $ 9,342
                                      6.42%             6.07%          9.10%              6.99%             6.83%

MBS held to maturity               $   ---           $    32        $   140            $62,935           $63,107
                                      0.00%             8.00%          9.17%              6.59%             6.60%
                                   -------           -------        -------            -------           -------
Total                              $    55           $ 1,702        $   206            $70,486           $72,449
                                   =======           =======        =======            =======           =======
Weighted average yield                6.42%             6.11%          9.15%              6.64%            6.63%
                                   =======           =======        =======            =======           =======
</TABLE>

         Due  to  prepayments  of  the  underlying  loans,  and  the  prepayment
characteristics of the CMO traunches, the actual maturities of the Company's MBS
are expected to be substantially less than the scheduled maturities. As a result
of the decline of market interest rates experienced  during most of fiscal 1999,
the Company continued to shift more weighting from variable rate MBS products to
fixed rate MBS products.
<PAGE>
         The  following  table sets forth  information  with  respect to the MBS
owned by the Company at June 30, 1999,  which had a carrying  value greater than
10% of the Company's  stockholders'  equity at such date,  other than securities
issued by the United States Government and United States Government agencies and
corporations. All such securities have been assigned a triple A investment grade
rating.
<TABLE>
<CAPTION>


                                                                       Estimated Market            Weighted
Name of Issuer                                   Carrying Value             Value               Average Yield
--------------                                   --------------        ----------------         -------------
                                                                     (Dollars in thousands)

<S>                                                 <C>                   <C>                         <C>
Norwest Asset Securities Corp. CMO                  $  7,200              $  6,713                    6.55%
Countrywide Home Loan CMO                              5,696                 5,571                    6.77
Structured  Asset Mortgage  Investment Inc.
CMO                                                    4,416                 4,271                    6.72
Residential Funding CMO                                4,266                 4,199                    6.65
Citicorp Mortgage Security CMO                         4,109                 4,027                    6.74
Countrywide Home Loan CMO                              3,471                 3,383                    6.68
Residential Funding CMO                                2,906                 2,848                    6.65
Countrywide Home Loan CMO                              2,889                 2,828                    6.86
                                                    --------              --------
                                                    $ 34,953              $ 33,840                    6.69%
                                                    ========              ========                    ====

</TABLE>

Investment Securities

         The  Company  may  invest in  various  types of  securities,  including
corporate debt and equity securities, U.S. Government and U.S. Government agency
obligations,  securities of various federal, state and municipal agencies,  FHLB
stock,    commercial   paper,   bankers'   acceptances,    federal   funds   and
interest-bearing deposits with other financial institutions.

         The  Company's  investment  activities  are  directly  monitored by the
Company's  Investment  Committee under policy guidelines adopted by the Board of
Directors.  In recent years, the general  objective of the Company's  investment
policy  has been to manage  the  Company's  interest  rate  sensitivity  gap and
generally to increase  interest-earning assets. As reflected in the table below,
the Company continued to hold a significant portion of its investment  portfolio
in U.S.  Government and agency  obligations,  which amounted to $88.7 million or
90.2% of the total  investment  portfolio at June 30, 1999, as compared to $63.7
million or 74.1% of the total  investment  portfolio at June 30, 1998. All $88.7
million or 100.0% of the Company's U.S.  Government  agencies  portfolio at June
30, 1999 was comprised of U.S. Government agency securities with longer-terms to
maturity and optional principal  redemption features ("callable bonds"). As part
of the Company's continuing investment growth program, the Company has increased
its holdings of both investment and MBS. A substantial  portion of the Company's
investment  portfolio is funded with FHLB advances.  Such advances can be repaid
if all, or a portion of, the Company's  callable agency bonds are redeemed prior
to maturity.
<PAGE>
         The following  tables set forth the amortized cost and estimated market
values of the Company's investment securities portfolio at the dates indicated.
<TABLE>
<CAPTION>
                                                                      1999                1998                 1997
                                                                    --------            --------              ------
Investment Securities Available for Sale at June 30,                            (Dollars in thousands)
----------------------------------------------------
<S>                                                                 <C>                 <C>                <C>
Corporate debt obligations                                          $    ---            $ 15,419           $    ---
U.S. Government agency securities                                        ---                 ---               2,192
                                                                    --------            --------              ------
Total amortized cost                                                     ---              15,419               2,192
Equity securities                                                      1,380               2,062               1,497
                                                                    --------            --------              ------
Total amortized cost                                                $  1,380            $ 17,481              $3,689
                                                                    ========            ========             =======
Total estimated market value                                        $  1,402            $ 17,519              $3,553
                                                                    ========            ========             =======

Investment Securities Held to Maturity at June 30,
--------------------------------------------------
Corporate debt obligations                                          $    ---            $    ---           $   2,145
U.S. Government agency securities                                     88,714              63,749              81,850
State and municipal securities                                         2,050                 ---                 ---
                                                                    --------            --------              ------
                                                                      90,764              63,749              83,995
FHLB stock                                                             6,195               4,675               3,927
                                                                    --------            --------              ------
Total amortized cost                                                $ 96,959            $ 68,424             $87,922
                                                                    ========            ========             =======
Total estimated market value                                        $ 94,045            $ 68,670             $87,816
                                                                    ========            ========             =======
</TABLE>
         Information  regarding the amortized cost,  contractual  maturities and
weighted average yields of the Company's  investment  portfolio at June 30, 1999
is presented below.
<TABLE>
<CAPTION>
Investment Securities                      One Year or  After One to     After Five         Over Ten
Available for Sale                             Less      Five Years     to Ten Years         Years        Total
------------------                         -----------  ------------    ------------        --------      -----
                                                                    (Dollars in thousands)
<S>                                          <C>           <C>            <C>               <C>          <C>
Equity securities                            $   ---       $   ---        $   ---           $1,380       $ 1,380
                                             =======       =======        =======           =======      =======
Investment Securities
Held to Maturity
----------------
U.S. Government agency securities            $   ---       $   ---        $ 8,685           $80,029      $88,714
                                                0.00%         0.00%          6.06%             7.09%        6.98%

State and municipal securities (1)           $ 1,215       $   ---        $   ---           $   835      $ 2,050
                                                5.73%         0.00%          0.00%             7.94%        6.63%
                                             -------       -------        -------           -------      -------
Total                                        $ 1,215       $   ---        $ 8,685           $80,864      $90,764
                                             =======       =======        =======           =======      =======
Weighted average yield                          5.73%         0.00%          6.06%             7.10%        6.98%
                                             =======       =======        =======           =======      =======
</TABLE>
----------
(1) State and municipal  security yields are calculated on a taxable  equivalent
basis.
<PAGE>
         Information  regarding  the  amortized  cost,  earliest  call dates and
weighted average yield of the Company's  investment  portfolio at June 30, 1999,
is presented below. All Company investments in callable bonds were classified as
held to maturity at June 30, 1999.




<TABLE>
<CAPTION>
                                     One Year or  After One to     After Five     Over Ten
                                         Less      Five Years     to Ten Years     Years        Total
                                     -----------  ------------    ------------    --------      -----
                                                             (Dollars in thousands)
<S>                                    <C>          <C>            <C>            <C>           <C>
U.S. Government agency securities      $72,897      $   2,997      $   ---        $12,820       $88,714
                                          7.02%          7.07%         0.00%         6.73%         6.98%

State and municipal securities (1)     $ 1,215      $     ---      $    835       $   ---       $ 2,050
                                          5.73%          0.00%         7.94%         0.00%         6.63%
                                       -------      ---------      --------       -------       -------

Total debt obligations                 $74,112      $   2,997      $    835       $12,820       $90,764
                                       =======      =========      ========       =======       =======
Weighted average yield                    7.00%          7.07%         7.94%         6.73%         6.98%
                                       =======      =========      ========       =======       =======

Equity securities                      $   ---      $     ---      $    ---       $ 1,380       $ 1,380
                                       -------      ---------      --------       -------       -------

Total                                  $74,112      $   2,997      $    835       $14,200       $92,144
                                       =======      =========      ========       =======       =======
</TABLE>
----------
(1) State and municipal  security yields are calculated on a taxable  equivalent
basis.

         The Company to date has not  engaged,  and does not intend to engage in
the immediate future, in trading investment securities.

         The Company  did not have any  investment  securities  at June 30, 1999
which had a  carrying  value  greater  than 10% of the  Company's  stockholders'
equity at such date,  other than  securities  issued by the U.S.  Government and
U.S. Government agencies and corporations.


Sources of Funds

         The  Company's  principal  source of funds for use in  lending  and for
other general business  purposes has  traditionally  come from deposits obtained
through the Company's home and branch offices. Funding is also derived from FHLB
advances,  short-term  borrowings,  amortization  and prepayments of outstanding
loans and MBS and from maturing investment securities.
<PAGE>
         Deposits.  The Company's  deposits  totaled  $174.2 million at June 30,
1999, as compared to $171.0 million at June 30, 1998. The $3.3 million  increase
was  primarily  attributable  to an  approximate  $3.1 million  increase in core
deposits.  In order to attract  new and lower cost core  deposits,  the  Company
continued to promote a no minimum  balance,  "free",  checking  account product.
Current deposit  products  include regular savings  accounts,  demand  accounts,
negotiable order of withdrawal  ("NOW") accounts,  money market deposit accounts
and certificates of deposit ranging in terms from 30 days to 10 years.  Included
among  these  deposit  products  are  certificates  of deposit  with  negotiable
interest rates and balances of $100,000 or more, which amounted to $10.9 million
or 6.3% of the Company's  total  deposits at June 30, 1999, as compared to $10.3
million or 6.0% at June 30, 1998.  The Company's  deposit  products also include
Individual Retirement Account certificates ("IRA certificates").

         The  Company's  deposits  are  obtained  primarily  from  residents  of
northern Allegheny,  southern Butler and eastern Beaver counties,  Pennsylvania.
The Company utilizes traditional  marketing methods to attract new customers and
savings  deposits,  including print media  advertising and direct mailings.  The
Company  does not  advertise  for  deposits  outside of its local market area or
utilize  the  services  of deposit  brokers,  and  Management  believes  that an
insignificant   number  of  deposit  accounts  were  held  by  non-residents  of
Pennsylvania at June 30, 1999. The Company has drive-up  banking  facilities and
automated teller machines  ("ATMs") at its McCandless,  Franklin Park,  Bellevue
and  Cranberry  Township  offices.  The Company  participates  in the MAC(R) and
CIRRUS(R)  ATM  networks.  The Company  also  participates  in a new ATM program
called the Freedom ATM AllianceSM.  The Freedom ATM AllianceSM  allows West View
Savings Bank  customers  to use other  Pittsburgh  area  Freedom ATM  AllianceSM
affiliates'  ATMs  without  being  surcharged  and vice  versa.  The Freedom ATM
AllianceSM  was  organized  to help  smaller  local  banks  compete  with larger
national banks that have large ATM networks.

         The  Company  has been  competitive  in the  types of  accounts  and in
interest rates it has offered on its deposit products and continued to price its
savings products nearer to the market average rate as opposed to the upper range
of market offering  rates.  The Company has continued to emphasize the retention
and  growth  of  core  deposits,   particularly   demand   deposits.   Financial
institutions generally, including the Company, have experienced a certain degree
of depositor  disintermediation  to other  investment  alternatives.  Management
believes that the degree of disintermediation experienced by the Company has not
had a material impact on overall liquidity.

         The  following  table sets forth the average  balance of the  Company's
deposits and the average  rates paid  thereon for the past three years.  Average
balances  for fiscal 1999 and 1998 were  derived  from daily  average  balances.
Fiscal 1997 average balances were derived from month-end average balances.
<PAGE>
<TABLE>
<CAPTION>
                                                                       At June 30,
                                        -------------------------------------------------------------------------
                                                1999                      1998                      1997
                                                ----                      ----                      ----
                                          Amount       Rate         Amount       Rate        Amount         Rate
                                         --------      ----        --------      ----       --------        ----
                                                                 (Dollars in thousands)
<S>                                       <C>          <C>          <C>          <C>         <C>            <C>
Regular savings and club
   accounts                              $ 36,882      2.54%       $ 36,576      2.62%      $ 36,330        2.61%
NOW accounts                               15,921      0.63          14,998      0.91         14,398        0.88
Money market deposit accounts              11,927      2.64          11,711      2.64         12,045        2.63
Certificate of deposit accounts            94,197      5.46          96,140      5.72         99,773        5.66
Escrows                                     2,262      1.81           2,430      1.81          2,471        1.82
                                         --------      ----        --------      ----       --------        ----
     Total interest-bearing
        deposits and escrows              161,189      4.27         161,855      4.29        165,017        4.29
Non-interest-bearing checking
   accounts                                 8,306      0.00           7,073      0.00          6,459        0.00
                                         --------      ----        --------      ----       --------        ----
     Total deposits and escrows          $169,495      4.06%       $168,928      4.11%      $171,476        4.13%
                                         ========      ====        ========      ====       ========        ====

</TABLE>

         The  following  table sets forth the net  deposit  flows of the Company
during the periods indicated.
<TABLE>
<CAPTION>
                                                       Year Ended June 30,
                                              ----------------------------------
                                               1999         1998          1997
                                             -------      --------      -------
                                                    (Dollars in thousands)
<S>                                          <C>          <C>           <C>
(Decrease) before interest credited          $(3,330)     $(10,057)     $(7,011)
Interest credited                              6,592         6,848        7,047
                                             -------      --------      -------
Net deposit increase (decrease)              $ 3,262      $ (3,209)     $    36
                                             =======      ========      =======
</TABLE>
         The  following  table  sets  forth  maturities  of the  Company's  time
deposits of $100,000 or more at June 30, 1999 by time remaining to maturity.
<TABLE>
<CAPTION>
                                                                 Amounts
                                                                 -------
                                                         (Dollars in thousands)
<S>                                                             <C>
           Three months or less                                 $  2,131
           Over three months through six months                    2,007
           Over six months through twelve months                   2,796
           Over twelve months                                      4,014
                                                                 -------
                                                                 $10,948
                                                                 =======
</TABLE>
<PAGE>
         Borrowings.  Borrowings  are  comprised of FHLB  advances  with various
terms and repurchase agreements with securities brokers with original maturities
of ninety-two days or less. At June 30, 1999,  borrowings totaled $142.7 million
as  compared  to $89.7  million  at June 30,  1998.  The $53.0  million or 59.0%
increase was primarily used to meet ongoing commitments to fund loan commitments
and fund the Company's  purchase of investments and MBS during fiscal 1999.  The
Company believes that the judicious use of borrowings has allowed it to pursue a
strategy of increasing net interest income by purchasing assets with lower total
cost  wholesale  funding.  Wholesale  funding  also  provides the Company with a
larger degree of control with respect to the term  structure of its  liabilities
than traditional  retail  deposits.  The Company also avoids the additional cost
associated with increasing its branch network and with federal deposit insurance
premiums  through  the  utilization  of  borrowings,  as opposed to retail  time
deposits.


Competition

         The Company faces significant  competition in attracting deposits.  Its
most direct competition for deposits has historically come from commercial banks
and other  savings  institutions  located in its market  area.  The Company also
faces  additional  significant  competition  for  investors'  funds  from  other
financial  intermediaries.  The Company  competes  for deposits  principally  by
offering depositors a variety of deposit programs,  competitive  interest rates,
convenient branch locations, hours and other services. The Company does not rely
upon any individual group or entity for a material portion of its deposits.

         The Company's  competition for real estate loans comes principally from
mortgage banking  companies,  other savings  institutions,  commercial banks and
credit unions. The Company competes for loan originations  primarily through the
interest rates and loan fees it charges,  the efficiency and quality of services
it provides borrowers,  referrals from real estate brokers and builders, and the
variety of its products.  Factors which affect  competition  include the general
and local economic  conditions,  current  interest rate levels and volatility in
the mortgage markets.


Employees

         The Company had 51 full-time  employees and 7 part-time employees as of
June 30, 1999. None of these employees is represented by a collective bargaining
agent.  The  Company  believes  that it  enjoys  excellent  relations  with  its
personnel.


                           REGULATION AND SUPERVISION

The Company

         General.  The  Company,  as a  bank  holding  company,  is  subject  to
regulation and supervision by the Federal Reserve Board and by the  Pennsylvania
Department  of Banking  (the  "Department").  The  Company is  required  to file
annually a report of its operations  with, and is subject to examination by, the
Federal Reserve Board and the Department.
<PAGE>
         BHCA Activities and Other Limitations.  The Bank Holding Company Act of
1956, as amended ("BHCA") prohibits a bank holding company from acquiring direct
or  indirect  ownership  or control of more than 5% of the voting  shares of any
bank,  or  increasing  such  ownership  or  control of any bank,  without  prior
approval of the Federal Reserve Board. The BHCA also generally  prohibits a bank
holding  company from  acquiring any bank located  outside of the state in which
the existing bank  subsidiaries  of the bank holding  company are located unless
specifically  authorized by applicable  state law. No approval under the BHCA is
required,  however, for a bank holding company already owning or controlling 50%
of the voting shares of a bank to acquire additional shares of such bank.

         The  BHCA  also  prohibits  a  bank  holding   company,   with  certain
exceptions, from acquiring more than 5% of the voting shares of any company that
is not a bank and from  engaging in any business  other than banking or managing
or controlling banks. Under the BHCA, the Federal Reserve Board is authorized to
approve the  ownership of shares by a bank holding  company in any company,  the
activities of which the Federal  Reserve  Board has  determined to be so closely
related  to  banking  or to  managing  or  controlling  banks  as to be a proper
incident thereto.  In making such  determinations,  the Federal Reserve Board is
required  to  weigh  the  expected  benefit  to  the  public,  such  as  greater
convenience,  increased competition or gains in efficiency, against the possible
adverse effects,  such as undue concentration of resources,  decreased or unfair
competition, conflicts of interest or unsound banking practices.

         The Federal  Reserve  Board has by regulation  determined  that certain
activities are closely related to banking within the meaning of the BHCA.  These
activities  include operating a mortgage company,  finance company,  credit card
company,  factoring company,  trust company or savings  association;  performing
certain data  processing  operations;  providing  limited  securities  brokerage
services;  acting as an investment or financial advisor;  acting as an insurance
agent for certain types of credit-related  insurance;  leasing personal property
on a full-payout,  non-operating  basis;  providing tax planning and preparation
services; operating a collection agency; and providing certain courier services.
The Federal  Reserve Board also has  determined  that certain other  activities,
including real estate  brokerage and  syndication,  land  development,  property
management   and   underwriting   of  life   insurance  not  related  to  credit
transactions, are not closely related to banking and a proper incident thereto.

         Capital  Requirements.  The Federal  Reserve Board has adopted  capital
adequacy  guidelines  pursuant to which it assesses  the  adequacy of capital in
examining and supervising a bank holding  company and in analyzing  applications
to it under the BHCA.  The Federal  Reserve  Board capital  adequacy  guidelines
generally  require bank holding  companies to maintain total capital equal to 8%
of total risk-adjusted  assets, with at least one-half of that amount consisting
of Tier I or core capital and up to one-half of that amount  consisting  of Tier
II or supplementary capital. Tier I capital for bank holding companies generally
consists of the sum of common stockholders' equity and perpetual preferred stock
(subject in the case of the latter to limitations on the kind and amount of such
stocks which may be included as Tier I capital),  less goodwill. Tier II capital
generally  consists of hybrid capital  instruments;  perpetual  preferred  stock
which is not eligible to be included as Tier I capital;  term  subordinated debt
and  intermediate-term  preferred stock;  and,  subject to limitations,  general
allowances for loan losses.  Assets are adjusted under the risk-based guidelines
to take into account different risk characteristics, with the categories ranging
from 0% (requiring  no  additional  capital) for assets such as cash to 100% for
<PAGE>
the bulk of assets which are typically held by a bank holding company, including
multi-family  residential and commercial real estate loans,  commercial business
loans and consumer loans.  Single-family  residential first mortgage loans which
are not (90 days or more) past-due or non-performing and which have been made in
accordance with prudent  underwriting  standards are assigned a 50% level in the
risk-weighting system, as are certain privately-issued MBS representing indirect
ownership of such loans.  Off-balance sheet items also are adjusted to take into
account certain risk characteristics.

         In addition to the risk-based capital requirements, the Federal Reserve
Board  requires bank holding  companies to maintain a minimum  leverage  capital
ratio of Tier I capital to total  assets of 3%.  Total  assets for this  purpose
does not include goodwill and any other  intangible  assets and investments that
the Federal Reserve Board determines should be deducted from Tier I capital. The
Federal  Reserve Board has announced  that the 3% Tier I leverage  capital ratio
requirement is the minimum for the top-rated bank holding  companies without any
supervisory,  financial or operational weaknesses or deficiencies or those which
are not  experiencing or  anticipating  significant  growth.  Other bank holding
companies  will be  expected to maintain  Tier I leverage  capital  ratios of at
least 4% to 5% or more, depending on their overall condition.

         The Company is in compliance with the  above-described  Federal Reserve
Board regulatory capital requirements.

         Commitments  to Affiliated  Institutions.  Under Federal  Reserve Board
policy,  the Company is expected to act as a source of financial strength to the
Savings   Bank  and  to  commit   resources  to  support  the  Savings  Bank  in
circumstances  when it might not do so absent  such  policy.  The  legality  and
precise scope of this policy is unclear,  however,  in light of recent  judicial
precedent.


The Savings Bank

         General.  The  Savings  Bank is subject  to  extensive  regulation  and
examination by the Department and by the FDIC, which insures its deposits to the
maximum  extent  permitted  by  law,  and is  subject  to  certain  requirements
established  by the  Federal  Reserve  Board.  The  federal  and state  laws and
regulations  which are  applicable to banks  regulate,  among other things,  the
scope of their business, their investments, their reserves against deposits, the
timing of the  availability  of deposited funds and the nature and amount of and
collateral for certain  loans.  The laws and  regulations  governing the Savings
Bank  generally  have been  promulgated  to protect  depositors  and not for the
purpose of protecting stockholders.

         FDIC  Insurance  Premiums.  The Savings  Bank  currently  pays  deposit
insurance premiums to the FDIC on a risk-based  assessment system established by
the  FDIC  for  all  SAIF-member  institutions.  Under  applicable  regulations,
institutions  are assigned to one of three capital  groups which is based solely
on the  level of an  institution's  capital  - "well  capitalized",  "adequately
capitalized" and "undercapitalized"-  which is defined in the same manner as the
regulations establishing the prompt corrective action system under Section 38 of
the Federal  Deposit  Insurance Act ("FDIA"),  as discussed  below.  These three
groups are then divided into three  subgroups  which reflect  varying  levels of
<PAGE>
supervisory  concern,  from those  which are  considered  to be healthy to those
which are considered to be of  substantial  supervisory  concern.  The matrix so
created results in nine assessment risk classifications, with rates ranging from
0.00% for well capitalized,  healthy  institutions to 0.27% for undercapitalized
institutions with substantial  supervisory concerns. The Savings Bank is a "well
capitalized" institution as of June 30, 1999.

         On September 30, 1996, the President signed the Deposit Insurance Funds
Act of 1996 (the  "Funds  Act")  into law.  The Funds Act  called  for a Special
Assessment on  SAIF-assessable  deposits as of March 31, 1995, to capitalize the
SAIF to its designated  reserve ratio of 1.25%.  The Company  recorded a pre-tax
charge of  approximately  $1.1 million  during the quarter  ended  September 30,
1996,  using the FDIC  estimated  assessment  rate of $0.657  for every  $100 of
assessable  deposits.  During the quarter ended  December 31, 1996,  the Company
accrued a $102 thousand refund of prepaid federal deposit insurance  premiums as
a result of the  capitalization  of the SAIF.  The Funds Act also provides for a
Financing  Corporation  ("FICO") debt service assessment.  The current FICO debt
service  assessment  annual  rate for  SAIF  members  is 6.3  basis  points  (or
6.3(cent) per $100 of assessable deposits).

         Capital Requirements.  The FDIC has promulgated regulations and adopted
a statement of policy  regarding the capital adequacy of  state-chartered  banks
which,  like the Savings Bank,  are not members of the Federal  Reserve  System.
These  requirements  are  substantially  similar to those adopted by the Federal
Reserve Board regarding bank holding companies, as described above.

         The FDIC's capital  regulations  establish a minimum 3% Tier I leverage
capital requirement for the most highly-rated state-chartered, non-member banks,
with an  additional  cushion  of at least 100 to 200 basis  points for all other
state-chartered,  non-member banks,  which effectively will increase the minimum
Tier I leverage ratio for such other banks to 4% to 5% or more. Under the FDIC's
regulation,  highest-rated  banks are  those  that the FDIC  determines  are not
anticipating or experiencing  significant growth and have well diversified risk,
including no undue interest rate risk exposure,  excellent  asset quality,  high
liquidity,  good earnings and, in general, which are considered a strong banking
organization  and rated  composite  1 under the Uniform  Financial  Institutions
Rating System.

         A bank which has less than the  minimum  leverage  capital  requirement
shall,  within  60 days of the date as of which it  fails to  comply  with  such
requirement,  submit to its FDIC regional  director for review and  approval,  a
reasonable  plan describing the means and timing by which the bank shall achieve
its minimum leverage capital  requirement.  A bank which fails to file such plan
with the FDIC is deemed to be  operating  in an unsafe and unsound  manner,  and
could  subject the bank to a  cease-and-desist  order from the FDIC.  The FDIC's
regulation also provides that any insured depository institution with a ratio of
Tier I capital to total assets that is less than 2% is deemed to be operating in
an unsafe or  unsound  condition  pursuant  to  Section  8(a) of the FDIA and is
subject  to  potential  termination  of  deposit  insurance.  However,  such  an
institution will not be subject to an enforcement  proceeding  thereunder solely
on account of its  capital  ratios if it has entered  into and is in  compliance
with a written  agreement with the FDIC to increase its Tier I leverage  capital
ratio to such level as the FDIC deems  appropriate and to take such other action
as may be  necessary  for the  institution  to be  operated  in a safe and sound
manner. The FDIC capital  regulation also provides,  among other things, for the
issuance by the FDIC or its designee(s) of a capital directive, which is a final
order issued to a bank that fails to maintain  minimum capital to be restored to
the minimum leverage capital  requirement  within a specified time period.  Such
directive is enforceable in the same manner as a final cease-and-desist order.
<PAGE>
Miscellaneous

         The  Savings  Bank is subject to certain  restrictions  on loans to the
Company,  on  investments in the stock or securities  thereof,  on the taking of
such stock or  securities as  collateral  for loans to any borrower,  and on the
issuance  of a  guarantee  or letter of  credit  on behalf of the  Company.  The
Savings  Bank  is  also  subject  to  certain  restrictions  on  most  types  of
transactions with the Company,  requiring that the terms of such transactions be
substantially  equivalent to terms of similar  transactions with  non-affiliated
firms.  In  addition,  there are  various  limitations  on the  distribution  of
dividends to the Company by the Savings Bank.

         The foregoing  references to laws and regulations  which are applicable
to the Company and the Savings  Bank are brief  summaries  thereof  which do not
purport to be complete and which are qualified in their entirety by reference to
such laws and regulations.


                           FEDERAL AND STATE TAXATION

         General.  The Company and the Savings Bank are subject to the generally
applicable  corporate tax  provisions of the Internal  Revenue Code of 1986 (the
"Code"),  as well as certain  provisions  of the Code which  apply to thrift and
other types of financial  institutions.  The following discussion of tax matters
is  intended  only as a  summary  and does  not  purport  to be a  comprehensive
description of the tax rules applicable to the Company and the Savings Bank.

         Fiscal Year. The Company currently files a consolidated  federal income
tax return on the basis of the calendar year ending on December 31.

         Method of Accounting.  The Company  maintains its books and records for
federal income tax purposes using the accrual method of accounting.  The accrual
method of accounting  generally requires that items of income be recognized when
all events have occurred that  establish the right to receive the income and the
amount of income can be determined  with  reasonable  accuracy and that items of
expense be deducted  at the later of (1) the time when all events have  occurred
that establish the liability to pay the expense and the amount of such liability
can be  determined  with  reasonable  accuracy  or (2) the  time  when  economic
performance with respect to the item of expense has occurred.

         Bad Debt Reserves.  Historically  under Section 593 of the Code, thrift
institutions  such as the Savings  Bank,  which met certain  definitional  tests
primarily  relating  to their  assets  and the  nature of their  business,  were
permitted to establish a tax reserve for bad debts and to make annual  additions
within specified  limitations  which may have been deducted in arriving at their
taxable income. The Savings Bank's deduction with respect to "qualifying loans",
which are generally  loans secured by certain  interests in real  property,  may
currently be computed  using an amount based on the Savings  Bank's  actual loss
experience (the "experience method").

         The Small Business Job Protection Act of 1996,  adopted in August 1996,
generally  (1) repealed the  provision of the Code which  authorized  use of the
percentage  of taxable  income  method by  qualifying  savings  institutions  to
determine deductions for bad debts,  effective for taxable years beginning after
1995,  and (2) required  that a savings  institution  recapture for tax purposes
(i.e. take into income) over a six-year period its applicable  excess  reserves.
<PAGE>
For a savings  institution such as West View which is a "small bank", as defined
in the  Code,  generally  this is the  excess  of the  balance  of its bad  debt
reserves as of the close of its last taxable year  beginning  before  January 1,
1996, over the balance of such reserves as of the close of its last taxable year
beginning  before January 1, 1988. Any recapture  would be suspended for any tax
year that began after  December  31,  1995,  and before  January 1, 1998 (thus a
maximum of two years),  in which a savings  institution  originated an amount of
residential loans which was not less than the average of the principal amount of
such loans made by a savings  institution  during  its six most  recent  taxable
years  beginning  before  January 1, 1996.  The amount of tax bad debt  reserves
subject to recapture is  approximately  $1.2 million,  which is being recaptured
ratably over a six-year period ending December 31, 2003. In accordance with FASB
No. 109,  deferred  income taxes have  previously  been provided on this amount,
therefore no financial  statement  expense has been recorded as a result of this
recapture.  The Company's  supplemental bad debt reserve of  approximately  $3.8
million is not subject to recapture.

         The  above-referenced  legislation also repealed certain  provisions of
the Code that only apply to thrift  institutions  to which  Section 593 applies:
(1) the denial of a portion of certain tax credits to a thrift institution;  (2)
the special rules with respect to the foreclosure of property  securing loans of
a thrift institution; (3) the reduction in the dividends received deduction of a
thrift  institution;  and (4) the ability of a thrift  institution  to use a net
operating  loss to offset its income  from a residual  interest in a real estate
mortgage  investment  conduit.  The  repeal of these  provisions  did not have a
material adverse effect on the Company's financial condition or operations.

         Audit by IRS. The Company's consolidated federal income tax returns for
taxable  years  through  December 31, 1995,  have been closed for the purpose of
examination by the Internal Revenue Service.

         State Taxation.  The Company is subject to the  Pennsylvania  Corporate
Net Income Tax and Capital Stock and Franchise Tax. The  Pennsylvania  Corporate
Net  Income Tax rate is 9.99% and is  imposed  on the  Company's  unconsolidated
taxable income for federal purposes with certain  adjustments.  In general,  the
Capital  Stock  Tax is a  property  tax  imposed  at the  rate  of  1.099%  of a
corporation's  capital stock value,  which is  determined  in accordance  with a
fixed formula based upon average net income and consolidated net worth.

         The  Savings  Bank  is  taxed  under  the  Pennsylvania  Mutual  Thrift
Institutions  Tax Act (enacted on December  13, 1988,  and amended in July 1989)
(the "MTIT"),  as amended to include thrift  institutions  having capital stock.
Pursuant to the MTIT,  the Savings  Bank's  current tax rate is 11.5%.  The MTIT
exempts the Savings  Bank from all other taxes  imposed by the  Commonwealth  of
Pennsylvania  for state income tax purposes and from all local taxation  imposed
by  political  subdivisions,  except  taxes  on  real  estate  and  real  estate
transfers.  The MTIT is a tax upon net earnings,  determined in accordance  with
generally accepted accounting principles ("GAAP") with certain adjustments.  The
MTIT, in computing GAAP income,  allows for the deduction of interest  earned on
state and federal  securities,  while  disallowing  a  percentage  of a thrift's
interest expense  deduction in the proportion of those securities to the overall
investment  portfolio.  Net operating losses, if any,  thereafter can be carried
forward three years for MTIT purposes.
<PAGE>
Item 2.  Properties.
-------  -----------

         The following table sets forth certain  information with respect to the
offices and other properties of the Company at June 30, 1999.
<TABLE>
<CAPTION>
                                                                                                  Net Book
                                                                                                  Value of
         Description/Address                         Leased/Owned                                 Property
         -------------------                         ------------                                 --------
                                                                                            (Dollars in thousands)
<S>                                                      <C>                                         <C>
         McCandless Office                               Owned                                       $156
            9001 Perry Highway
            Pittsburgh, PA  15237

         West View Boro Office                           Owned                                          9
            456 Perry Highway
            Pittsburgh, PA  15229

         Cranberry Township Office                       Owned                                        250
            20531 Perry Highway
            Cranberry Township, PA  16066

         Sherwood Oaks Office                            Leased  (1)                                  ---
            100 Norman Drive
            Cranberry Township, PA  16066

         Bellevue Boro Office                            Leased  (2)                                   14
            572 Lincoln Avenue
            Pittsburgh, PA  15202

         Franklin Park Boro Office                       Owned                                        560
            2566 Brandt School Road
            Wexford, PA  15090
</TABLE>
--------
(1) The Company  operates this office out of a retirement  community.  The lease
expires in June 2000.
(2) The  lease is for a period  of 15 years  ending  in  September  2006 with an
option for the Company to renew the lease for an additional five years.


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

         The information  required herein is incorporated by reference from page
45 of the  Company's  1999  Annual  Report,  Note 14 of  Notes  to  Consolidated
Financial Statements, "Litigation".


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

         Not applicable.
<PAGE>
PART II.

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

          The information required herein is incorporated by reference from page
          54 of the Company's 1999 Annual Report.

Item 6.   Selected Financial Data.
-------   ------------------------

          The  information  required  herein is  incorporated  by reference from
          pages 2 to 3 of the Company's 1999 Annual Report.

Item 7.   Management's  Discussion  and Analysis of Financial  Condition and
-------   ------------------------------------------------------------------
          Results of Operations.
          ----------------------

          The  information  required  herein is  incorporated  by reference from
          pages 4 to 20 of the Company's 1999 Annual Report.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.
--------  -----------------------------------------------------------

          The  information  required  herein is  incorporated  by reference from
          pages 15 to 18 of the Company's 1999 Annual Report.

Item 8.   Financial Statements and Supplementary Data.
-------   --------------------------------------------

          The  information  required  herein is  incorporated  by reference from
          pages 21 to 53 of the Company's 1999 Annual Report.

PART III

Item 9.   Changes in and Disagreements on Accounting and Financial Disclosure.
-------   --------------------------------------------------------------------

          Not applicable.

Item 10.  Directors and Executive Officers of the Registrant.
--------  ---------------------------------------------------

          The  information  required  herein is  incorporated  by reference from
          pages 2 to 5 of the  Company's  Proxy  Statement  for the 1999  Annual
          Meeting of Stockholders dated September 24, 1999 ("Proxy Statement").

Item 11.  Executive Compensation.
--------  -----------------------

          The  information  required  herein is  incorporated  by reference from
          pages 8 to 12 of the Company's Proxy Statement.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.
--------  ---------------------------------------------------------------

          The  information  required  herein is  incorporated  by reference from
          pages 6 to 8 of the Company's Proxy Statement.
<PAGE>
Item 13.  Certain Relationships and Related Transactions.
--------  -----------------------------------------------

          The information required herein is incorporated by reference from page
          12 to 13 of the Company's Proxy Statement.

PART IV.

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.
--------  ----------------------------------------------------------------

          (a) Documents filed as part of this report.

              (1)The  following  documents  are filed as part of this report and
                 are  incorporated  herein by reference  from the Company's 1999
                 Annual Report.

                 Report of Independent Auditors.

                 Consolidated Statements of Financial Condition at June 30, 1999
                 and 1998.

                 Consolidated  Statements of Income for the Years Ended June 30,
                 1999, 1998 and 1997.

                 Consolidated  Statements of Changes in Stockholders' Equity for
                 the Years Ended June 30, 1999, 1998 and 1997.

                 Consolidated  Statements of Cash Flows for the Years Ended June
                 30, 1999, 1998 and 1997.

                 Notes to the Consolidated Financial Statements.

              (2) All  schedules for which  provision is made in the  applicable
                  accounting   regulation   of  the   Securities   and  Exchange
                  Commission ("SEC") are omitted because they are not applicable
                  or the required  information  is included in the  Consolidated
                  Financial Statements or notes thereto.
<PAGE>
              (3) (a) The  following  exhibits  are  filed as part of this  Form
                  10-K, and this list includes the Exhibit Index.
<TABLE>
<CAPTION>

                   No.                         Description                                               Page
                   ---                         -----------                                               ----
<S>                          <C>                                                                       <C>
                   3.1       Articles of Incorporation                                                     *
                   3.2       By-Laws                                                                       *
                   4         Stock Certificate of WVS Financial Corp.                                      *
                  10.1       WVS Financial Corp. Recognition Plans and
                                 Trusts for Executive Officers,
                                 Directors and Key Employees**                                             *
                  10.2       WVS Financial Corp. 1993 Stock Incentive Plan**                               *
                  10.3       WVS Financial Corp. 1993 Directors' Stock Option Plan**                       *
                  10.4       WVS Financial Corp. Employee Stock Ownership
                                 Plan and Trust**                                                          *
                  10.5       Amended West View Savings Bank Employee
                                 Profit Sharing Plan**                                                     *
                  10.6       Employment Agreements between WVS Financial Corp. and
                                 David Bursic, Margaret VonDerau and Edward Wielgus **                   ***
                  10.7       Directors Deferred Compensation Program**                                     *
                  13         1999 Annual Report to Stockholders                                          E-1
                  21         Subsidiaries of the Registrant - Reference is made to
                                 Item 1. "Business" for the required information
                  23         Consent of Independent Auditors                                            E-59
                  27         Financial Data Schedule                                                    E-60
</TABLE>

     *   Incorporated by reference from the  Registration  Statement on Form S-1
         (Registration No. 33-67506) filed by the Company with the SEC on August
         16, 1993, as amended.

     **  Management contract or compensatory plan or arrangement.

     ***Incorporated by reference from the September 1998 Form 10-Q filed by the
         Company with the SEC on November 13, 1998.

              (3)(b)The  Company filed a Current  Report on Form 8-K,  dated May
              25,  1999,  reporting  under  Item 5 that the  Company's  Board of
              Directors  authorized the repurchase of up to 190,000  shares,  or
              approximately  five percent,  of the Company's  outstanding common
              stock.  Repurchases  are  authorized  to be made  during  the next
              twelve months as market conditions warrant. All repurchased shares
              will be held as treasury  stock and may be reserved  for  issuance
              pursuant to the Company's stock benefit plans.

<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.

                                         WVS FINANCIAL CORP.



September 28, 1999                   By:  /s/ David J. Bursic
                                          --------------------
                                          David J. Bursic
                                          President and Chief Executive Officer

         Pursuant to the  requirements  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 and on the dates indicated.





/s/ David  J. Bursic
--------------------
David J. Bursic, Director, President and                      September 28, 1999
Chief Executive Officer
(Principal Executive Officer)


/s/William J. Hoegel
--------------------
William J. Hoegel,                                            September 28, 1999
Chairman of the Board


/s/Margaret VonDerau
---------------------
Margaret VonDerau, Director,                                  September 28, 1999
Senior Vice President, Treasurer
and Corporate Secretary


/s/ Janell A. Butorac
---------------------
Janell A. Butorac,                                            September 28, 1999
Assistant Vice President
(Principal Accounting Officer)

<PAGE>
/s/David L. Aeberli
-------------------
David L. Aeberli, Director                                    September 28, 1999



/s/Arthur H. Brandt
-------------------
Arthur H. Brandt, Director                                    September 28, 1999



/s/ Donald E. Hook
------------------
Donald E. Hook, Director                                      September 28, 1999



/s/ John M. Seifarth
--------------------
John M. Seifarth, Director                                    September 28, 1999