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, 2000

                                       OR

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
             For the transition period from __________ to __________

                          Commission File 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.  X
           --

As of September 25, 2000, the  aggregate value of the 2,385,346 shares of Common
Stock of the  Registrant  issued and  outstanding  on such date,  which excludes
460,862  shares held by all directors and officers of the Registrant as a group,
was  approximately  $29.2 million.  This figure is based on the last known trade
price of $12.25 per share of the  Registrant's  Common  Stock on  September  21,
2000.

Number of shares of Common Stock outstanding as of September 25, 2000: 2,846,208



<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,  2000  are  incorporated  into  Parts  I, II and  IV.  (2)  Portions  of the
definitive  proxy  statement  for the 2000 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, 2000.

Lending Activities

         General.  At June  30,  2000,  the  Company's  net  portfolio  of loans
receivable  totaled  $183.3  million,  as compared to $170.3 million at June 30,
1999. Net loans receivable comprised 44.8% of Company total assets and 106.0% of
total  deposits at June 30, 2000, as compared to 48.9% and 97.8%,  respectively,
at June 30, 1999. 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,  2000,  the  Savings  Bank's  limit  on
loans-to-one  borrower was  approximately  $5.9 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, 2000, the Company's five largest loans or groups
of loans-to-one borrower,  including related entities,  ranged from an aggregate
of $2.3  million to $3.8  million,  and are  secured  primarily  by real  estate
located in the Company's primary market area.

                                       2
<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,
                     ------------------------------------------------------------------------
                             2000                     1999                     1998
                     ---------------------    ---------------------    ----------------------
                      Amount        %          Amount        %           Amount        %
                      ------        -          ------        -           ------        -
                                              (Dollars in Thousands)

Real estate loans:
<S>                  <C>         <C>          <C>         <C>           <C>         <C>
Single-family        $105,964      52.49%     $103,035      54.43%      $104,849      61.06%
Multi-family            6,077       3.01         5,925       3.12          4,012       2.34
Commercial             32,847      16.27        28,546      15.08         21,021      12.24
Construction           26,935      13.34        23,810      12.58         17,779      10.35
Land acquisition
 and development        7,510       3.72         7,646       4.04          7,233       4.21
                        -----     ------         -----     ------       --------     ------
Total real estate
  loans               179,333      88.83       168,962      89.25        154,894      90.20
                      -------      -----       -------      -----        -------      -----
Consumer loans:
Home equity            18,558       9.19        16,467       8.70         13,613       7.93
Education                  57       0.03            11       0.01            591       0.34
Other                   2,062       1.02         2,153       1.14          2,336       1.36
                     --------     ------      --------     ------       --------     ------
Total consumer
  loans                20,677      10.24        18,631       9.85         16,540       9.63
                      -------      -----       -------     ------        -------     ------
Commercial loans        1,879       0.93         1,720       0.90            290       0.17
                     --------     ------      --------     ------      ---------     ------
Commercial lease
  financings              ---       0.00           ---       0.00            ---       0.00
                     ---------    ------      ---------    ------      ---------     ------
                      201,889     100.00%      189,313     100.00%       171,724     100.00%
                      -------     ======       -------     ======        -------     ======
Less:
Undisbursed loan
  proceeds            (15,820)                 (16,327)                  (11,312)
Net deferred loan
  origination fees       (801)                    (817)                     (815)
Allowance for loan
  losses               (1,973)                  (1,842)                   (1,860)
                     --------                 --------                  --------
Net loans
  receivable         $183,295                 $170,327                  $157,737
                     ========                 ========                  ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                     -----------------------------------------------
                             1997                     1996
                     ---------------------    ----------------------
                      Amount        %          Amount        %
                      ------        -          ------        -

Real estate loans:
<S>                   <C>          <C>         <C>          <C>
Single-family         $116,663     67.25%      $109,776     65.16%
Multi-family             3,499      2.02          3,235      1.92
Commercial              14,669      8.46         13,088      7.77
Construction            16,969      9.78         19,269     11.44
Land acquisition
 and development         7,412      4.27          9,004      5.35
                      --------    ------       --------    ------
Total real estate
  loans                159,212     91.78        154,372     91.64
                       -------     -----        -------     -----
Consumer loans:
Home equity             12,258      7.06         11,963      7.10
Education                  516      0.30            590      0.35
Other                    1,403      0.81          1,484      0.88
                      --------    ------       --------    ------
Total consumer
  loans                 14,177      8.17         14,037      8.33
                      --------     ------      --------     ------
Commercial loans            91      0.05             40      0.02
                      --------     ------      --------     ------

Commercial lease
  financings                 2      0.00             14      0.01
                      --------     ------      --------     ------

                       173,482    100.00%       168,463    100.00%
                       -------    ======        -------    ======
Less:
Undisbursed loan
  proceeds             (12,505)                 (16,651)
Net deferred loan
  origination fees        (834)                    (837)
Allowance for loan
  losses                (2,009)                  (1,964)
                      --------                 --------
Net loans
  receivable          $158,134                 $149,011
                      ========                 ========
</TABLE>

     Contractual  Maturities.  The  following  table  sets  forth the  scheduled
contractual maturities of the Company's loans and mortgage-backed  securities at
June 30, 2000.  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)
Amounts due in:
<S>                       <C>          <C>          <C>            <C>           <C>           <C>           <C>         <C>
  One year or less        $    238     $   ---      $    253       $ 15,419      $  2,671      $    265      $    ---    $  18,846
  After one year through
     five years              1,476         164         1,940          3,106         4,297         6,932         1,225       19,140
  After five years         104,250       5,913        30,654          8,410           542        15,359        72,448      237,576
                          --------     -------      --------       --------      --------      --------      --------    ---------
     Total(1)             $105,964     $ 6,077      $ 32,847       $ 26,935      $  7,510      $ 22,556      $ 73,673    $ 275,562
                          ========     =======      ========       ========      ========      ========      ========    =========
</TABLE>

Interest rate terms on amounts due after one year:
<TABLE>
<CAPTION>
<S>                       <C>          <C>          <C>            <C>           <C>           <C>           <C>         <C>
  Fixed                   $ 93,239      $4,466       $17,325       $  6,510       $   431      $ 15,391       $57,549    $ 194,911
  Adjustable                12,487       1,611        15,269          5,006         4,408         6,900        16,124       61,805
                          --------      ------       -------       --------       -------      --------       -------    ---------
     Total                $105,726      $6,077       $32,594       $ 11,516       $ 4,839      $ 22,291       $73,673    $ 256,716
                          ========      ======       =======       ========       =======      ========       =======    =========
</TABLE>

-------------
(1)  Does not include  adjustments  relating to loans in process,  the allowance
     for loan  losses,  accrued  interest,  deferred  fee  income  and  unearned
     discounts.

                                       3
<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, 2000,  the Company had  approximately  $14.7 million of renewed
commercial real estate and construction loans, all of which were performing. The
$14.7  million  in  aggregate  disbursed  principal  that  has been  renewed  is
comprised of:  construction and business lines of credit totaling $11.1 million;
commercial  real estate  loans  totaling  $1.1  million;  land  acquisition  and
single-family  speculative construction loans totaling $2.5 million.  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.
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 2000, the
Company  sold one  pool of  mortgages  with an  approximate  combined  principal
balance  of $827  thousand  and  education  loans with an  approximate  combined
principal balance of $266 thousand.

     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, 2000,  $2.3 million or 1.3% of the  Company's  total loans
receivable  consisted  of  whole  loans  and  participation  interests  in loans
purchased from other financial  institutions  which  consisted of  single-family
mortgage pools.

     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

                                       4
<PAGE>

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, 2000, $2.3 million or 1.3%
of the Company's  total loans  receivable were being serviced for the Company by
others.

     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,
                                                  -----------------------------------------------------------
                                                         2000                1999                1998
                                                         ----                ----                ----
                                                                    (Dollars in Thousands)
<S>                                                    <C>                 <C>                  <C>
Net loans receivable beginning balance                 $170,327            $157,737             $158,134
Real estate loan originations
   Single-family(1)                                      13,396              13,638                4,979
   Multi-family(2)                                          ---               2,715                1,729
   Commercial                                             5,989              10,723                6,484
   Construction                                          17,157              14,230               10,796
   Land acquisition and development                       2,451               3,100                2,936
                                                       --------            --------             --------
      Total real estate loan originations                38,993              44,406               26,924
                                                       --------            --------             --------

Home equity                                               6,387               7,293                4,572
Education                                                   348                 373                  379
Commercial                                                  621                 864                  216
Other                                                       873                 890                  788
                                                       --------            --------             --------
          Total loan originations                        47,222              53,826               32,879
                                                       --------            --------             --------
Disbursements against available credit lines:
   Home equity                                            4,348               4,663                5,785
   Other                                                    998                 893                   82
Purchase of whole loans and participations                  ---               3,479                1,115
                                                       --------            --------             --------
     Total originations and purchases                    52,568              62,861               39,861
                                                       --------            --------             --------
Less:
   Loan principal repayments                             38,861              43,597               37,622
   Sales of whole loans and participations                1,093               1,469                3,964
   Transferred to real estate owned                          20                 207                  ---
   Change in loans in process                              (508)              5,015               (1,193)
   Other, net(3)                                            134                 (17)                (135)
                                                       --------            --------             --------
     Net increase (decrease)                           $ 12,968            $ 12,590             $   (397)
                                                       --------            --------             --------

Net loans receivable ending balance                    $183,295            $170,327             $157,737
                                                       ========            ========             ========
</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 loan losses.

                                       5
<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,  2000,  $106.0  million  or 52.5% 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 $13.4  million and  decreased  $200 thousand or 8.8%
during the fiscal year ended June 30, 2000,  when compared to the same period in
1999.  The decrease in  single-family  originations  was  primarily due to lower
cyclical mortgage refinancing activity.

     The Company  historically has originated  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.

     At June 30, 2000, approximately $93.5 million or 88.2% 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:

                                       6
<PAGE>

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,
2000,  $6.1 million or 3.0% of the Company's  total loan portfolio  consisted of
loans secured by existing multi-family residential real estate properties, which
represented  an increase of $200  thousand or 3.4% from fiscal 1999. At June 30,
2000, $32.8 million or 16.3% of the loan portfolio consisted of loans secured by
existing  commercial real estate  properties,  which  represented an increase of
$4.3 million or 15.1% from fiscal 1999. During fiscal 2000, the Company chose to
emphasize  originations of 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.

     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, 2000,  the Company's  multi-family  residential  and commercial
real estate loan portfolio  consisted of approximately 116 loans with an average
principal  balance of $316  thousand.  At June 30,  2000,  the  Company  had two
commercial real estate loans to one borrower,  totaling $2.3 million,  that were
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, 2000,  construction
loans amounted to  approximately  $26.9 million or 13.3% of the Company's  total
loan  portfolio,  which  represented  an increase of $3.1  million or 13.0% from
fiscal 1999. 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,  2000,  the
Company's  portfolio of  construction  loans consisted of $22.3 million of loans
for the construction of single-family  residential real estate,  $3.8 million of
loans for the construction of commercial real estate, and $830 thousand of loans
for the construction of multi-family residential real estate.

                                       7
<PAGE>

Construction  loan  originations  totaled  $17.2  million and  increased by $3.0
million or 21.1%  during the fiscal year ended June 30, 2000,  when  compared to
the same period in 1999.

     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,  2000,  approximately
80.6% 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  19.4% 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 approximately $1.2 million. Once approved for a construction line,
a developer 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,  2000,  the  Company  also had $7.5  million  or 3.7% of the total loan
portfolio  invested in land development loans, which consisted of 17 loans to 13
developers.

     Speculative  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.

     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,
2000, $20.7 million or 10.2% of the Company's total loan portfolio  consisted of
consumer  loans,  which  represented  an increase of $2.1  million or 11.3% from
fiscal 1999  primarily  due to lower  volumes of loan  repayments.  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.

     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, 2000,
approximately  68.7% 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%.

                                       8
<PAGE>

     Commercial  Loans.  At June 30,  2000,  $1.9 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 $200  thousand or 14.3%  increase from fiscal 1999 was
principally  due to  continued  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  $212 thousand,
$341 thousand and $205  thousand of deferred loan fees during fiscal 2000,  1999
and 1998,  respectively,  in  connection  with loan  refinancings,  payoffs  and
ongoing  amortization of outstanding loans. The decrease in loan origination fee
income for fiscal 2000 was  principally  attributable  to a lower volume of loan
refinancings.  A higher volume of loan refinancings will permit 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.

     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.
<PAGE>
<TABLE>
<CAPTION>
                                                                             At June 30,
                                                  -----------------------------------------------------------------
                                                      2000         1999          1998         1997          1996
                                                      ----         ----          ----         ----          ----
                                                                        (Dollars in thousands)
Non-accruing loans:
<S>                                                 <C>           <C>          <C>            <C>          <C>
Real estate:
   Single-family(1)                                 $     67      $    189     $    52        $   ---      $  100
   Commercial(2)                                       2,344           274         481            274         274
   Construction(3)                                     1,520           ---         ---            ---         ---
Consumer(4)                                              113            77          70            ---         ---
Commercial loans and leases(5)                             6             7         ---            ---           3
                                                    --------      --------     -------        -------      ------
Total non-accrual loans                                4,050           547         603            274         377
                                                    --------      --------     -------        -------      ------
Accruing loans greater than 90 days
   delinquent                                            ---           ---         ---            ---         ---
                                                    --------      --------     -------         ------      ------
     Total non-performing loans                       $4,050      $    547     $   603         $  274      $  377
                                                      ------      --------     -------         ------      ------
Real estate owned                                        ---           218         ---            ---         ---
                                                    --------      --------     -------         ------      ------
     Total non-performing assets                      $4,050      $    765     $   603         $  274      $  377
                                                      ======      ========     =======         ======      ======
Troubled debt restructurings                        $    ---      $    ---     $   ---         $  ---      $  603
                                                    ========      ========     =======         ======      ======
Total non-performing loans and troubled
 debt restructurings as a percentage of
 net loans receivable                                   2.21%        0.32%        0.38%          0.17%       0.66%
                                                    ========      =======      =======         ======      ======
Total non-performing assets to total assets             1.00%        0.22%        0.20%          0.09%       0.15%
                                                    ========      =======      =======         ======      ======
Total non-performing assets and troubled
   debt restructurings as a percentage of
    total assets                                        1.00%        0.22%        0.20%          0.09%       0.38%
                                                    ========      =======      =======         ======      ======
</TABLE>

--------------
(1)  At June 30, 2000, non-accrual  single-family  residential real estate loans
     consisted of one loan.
(2)  At June 30, 2000, non-accrual commercial real estate loans consisted of two
     loans.
(3)  At June 30, 2000, non-accrual construction loans consisted of two loans.
(4)  At June 30, 2000, non-accrual consumer loans consisted of two loans.
(5)  At June 30, 2000, non-accrual commercial loans consisted of one loan.

     The $3.5  million  increase  in  non-accrual  loans  during  fiscal 2000 is
comprised  of a $2.1  million  increase in  non-accrual  commercial  real estate
loans, a $1.5 million increase in non-accrual construction loans, a $36 thousand
increase in  non-accrual  consumer  loans,  partially  offset by a $122 thousand
decrease  in  non-accrual  single-family  real  estate  loans and a $1  thousand
decrease in non-accrual commercial loans and leases.

     At June 30, 2000 the Company had one performing  restructured  multi-family
loan with a total outstanding  principal  balance of $583 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.  Partner  ownership has shifted on this
property  and the Company  has been  receiving  normal  principal  and  interest
payments for over four 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,  2000,  the Company had two  commercial  real estate and two
commercial  construction  loans  classified  as  non-accrual  loans.  One of the
commercial  real estate loans is secured by a restaurant and real estate located
in Wexford, PA. The outstanding  principal on this loan totals $274 thousand and
all payments due under the loan's restructuring plan have been received to date.
One  commercial  real estate  loan and two  construction  loans to a  retirement
village and  personal  care home  located  within the North  Hills area,  became
delinquent  during fiscal 2000. The outstanding  balances total $4.78 million of
which  $3.60  million is owned by the Company and the  remaining  $1.18  million
serviced by the Company for four participating  lenders.  The Company is working
with the  borrowers  in an attempt  to cure the  defaults.  The  Company is also
pursuing various legal avenues in order to collect on the loans.

     During  fiscal  2000,  1999 and  1998,  approximately  $357  thousand,  $42
thousand and $64 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.

                                       10
<PAGE>

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  $180  thousand,  $41  thousand  and  $44  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  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

                                       11
<PAGE>

current risk elements in the  portfolio,  management  believes the allowance for
loan losses at June 30, 2000, is adequate.

     The allowance for loan losses at June 30, 2000  increased  $131 thousand to
$1.97 million due to additional  provisions of $150 thousand,  which were offset
by  charge-offs  of $19  thousand.  The  provision  made during  fiscal 2000 was
recorded to increase the  Company's  general loan loss reserves due to growth in
the Company's  net loan  portfolio and the increase in  non-accrual  loans.  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  subsequently  financed this asset to a new borrower in fiscal
2000.

                                       12
<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,
                                                   ----------------------------------------------------------------------------
                                                        2000           1999           1998            1997           1996
                                                        ----           ----           ----            ----           ----
                                                                             (Dollars in Thousands)
<S>                                                   <C>            <C>            <C>             <C>             <C>
Average net loans                                     $177,557       $158,651       $163,046        $153,726        $141,643
                                                      ========       ========       ========        ========        ========
Allowance balance (at beginning of period)            $  1,842       $  1,860       $  2,009        $  1,964        $  1,836
Provision for loan losses                                  150            ---          (120)              60             150
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                                                  19            ---             23             ---             ---
   Commercial loans and leases                             ---            ---            ---               3               4
                                                      --------       --------       --------        --------        --------
     Total charge-offs                                      19             20             39              18              29
                                                      --------       --------       --------        --------        --------
Recoveries:
   Real estate:
     Single-family                                         ---              1              8               1             ---
     Multi-family                                          ---            ---            ---             ---             ---
     Commercial                                            ---            ---            ---             ---             ---
     Construction                                          ---            ---            ---             ---             ---
   Land acquisition and development                        ---            ---            ---             ---             ---
   Consumer:
     Home equity                                           ---              1            ---             ---             ---
     Education                                             ---            ---            ---             ---             ---
     Other                                                 ---            ---              1             ---               1
   Commercial loans and leases                             ---            ---              1               2               6
                                                      --------       --------       --------        --------        --------
     Total recoveries                                      ---              2             10               3               7
                                                      --------       --------       --------        --------        --------
Net loans charged-off                                       19             18             29              15              22
Transfer to real estate owned loss reserve                 ---            ---            ---             ---             ---
                                                      --------       --------       --------        --------        --------

Allowance balance (at end of period)                  $  1,973       $  1,842       $  1,860        $  2,009        $  1,964
                                                      ========       ========       ========        ========        ========
Allowance for loan losses as a percentage
of total loans receivable                                 1.06%          1.07%          1.08%           1.16%           1.17%
                                                      ========       ========       ========        ========        ========
Net loans charged-off as a percentage of
average net loans                                         0.01%          0.02%          0.02%           0.01%           0.02%
                                                      ========       ========       ========        ========        ========
Allowance for loan losses to  non-performing
loans                                                    48.72%        336.75%        308.46%         733.21%         520.95%
                                                      ========       ========       ========        ========        ========
Net loans charged-off to allowance for loan
losses                                                    0.96%          0.98%          1.56%           0.75%           1.12%
                                                      ========       ========       ========        ========        ========

Recoveries to charge-offs                                 0.00%         11.12%         25.64%          16.67%          24.14%
                                                      ========       ========       ========        ========        ========
</TABLE>

                                       13
<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,
                      --------------------------------------------------------------------------------------------------------
                             2000                 1999                 1998                 1997                 1996
                             ----                 ----                 ----                 ----                 ----
                     % 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)
Real estate loans:
<S>                       <C>      <C>         <C>      <C>         <C>      <C>         <C>      <C>         <C>      <C>
  Single-family           $167     52.49%      $174     54.43%      $164     61.06%      $175     67.25%      $161     65.16%
  Multi-family              30      3.01        152      3.12        143      2.34        142      2.02        141      1.92
  Commercial               704     16.27        283     15.08        423     12.24        449      8.46        468      7.77
  Construction             287     13.34         85     12.58         52     10.35         58      9.78         38     11.44
  Land acquisition
   and development          57      3.72         57      4.04         59      4.21         59      4.27         69      5.35
  Unallocated              363      0.00        695      0.00        652      0.00        722      0.00        712      0.00
                         -----     -----      -----     -----      -----     -----      -----     -----      -----     -----
    Total real
     estate loans        1,608     88.83      1,446     89.25      1,493     90.20      1,605     91.78      1,589     91.64
                         -----     -----      -----     -----      -----     -----      -----     -----      -----     -----
Consumer loans:
  Home equity              184      9.19        202      8.70        168      7.93        123      7.06        120      7.10
  Education                  1      0.03          0      0.01          5      0.34          5      0.30          6      0.35
  Other                     80      1.02         24      1.14         17      1.36         10      0.81         10      0.88
  Unallocated              ---      0.00         77      0.00        167      0.00        258      0.00        215      0.00
                         -----     -----      -----     -----      -----     -----      -----     -----      -----     -----
    Total consumer
      loans                265     10.24        303      9.85        357      9.63        396      8.17        351      8.33
                         -----     -----      -----     -----      -----     -----      -----     -----      -----     -----
Commercial loans:
  Commercial loans         100      0.93         86      0.90         10      0.17          5      0.05          2      0.02
  Unallocated              ---      0.00          7      0.00        ---      0.00        ---      0.00         --      0.00
                         -----     -----      -----     -----      -----     -----      -----     -----      -----     -----
    Total commercial
      loans                100      0.93         93      0.90         10      0.17          5      0.05          2      0.02
                         -----     -----      -----     -----      -----     -----      -----     -----      -----     -----
Commercial lease
  financings               ---      0.00        ---      0.00        ---      0.00          3      0.00         22      0.01
                         -----     -----      -----     -----      -----     -----      -----     -----      -----     -----
                       $ 1,973    100.00%   $ 1,842    100.00%   $ 1,860    100.00%   $ 2,009    100.00%   $ 1,964    100.00%
                       =======    ======    =======    ======    =======    ======    =======    ======    =======    ======
</TABLE>


     Management  believes that the reserves it has  established  are adequate to
cover 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.

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, 2000,  the  Company's  MBS  portfolio  totaled $73.7 million as
compared to $72.4 million at June 30, 1999.  The $1.3 million or 1.80%  increase
in MBS balances  outstanding  during fiscal 2000 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, 2000,  approximately  $16.1  million or 21.8% (book value) of the  Company's
portfolio of MBS,  including CMOs, were comprised of adjustable or floating rate
instruments,   as  compared  to  $16.4  million  or  22.7%  at  June  30,  1999.
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.).


                                       14
<PAGE>

     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>
                                                 2000         1999         1998
                                                 ----         ----         ----
MBS Available for Sale at June 30,                    (Dollars in Thousands)
----------------------------------
<S>                                             <C>          <C>          <C>
FHLMC PCs                                     $   100      $   214      $   308
GNMA PCs                                        2,924          766        1,022
FNMA PCs                                        6,010        6,632        9,178
CMOs - agency collateral                          595          878        2,584
CMOs - single-family whole loan collateral        521          852        5,750
                                              -------      -------      -------
Total amortized cost                          $10,150      $ 9,342      $18,842
                                              =======      =======      =======
Total estimated market value                  $ 9,936      $ 9,273      $19,041
                                              =======      =======      =======

MBS Held to Maturity at June 30,
--------------------------------

FHLMC PCs                                     $   107      $   146      $   246
GNMA PCs                                        9,217        1,107        1,156
FNMA PCs                                           45          103          151
CMOs - agency collateral                       17,792       18,847       15,810
CMOs - single-family whole loan collateral     36,576       42,904        9,910
                                              -------      -------      -------
Total amortized cost                          $63,737      $63,107      $27,273
                                              =======      =======      =======
Total estimated market value                  $61,943      $62,167      $27,777
                                              =======      =======      =======
</TABLE>

     The Company  believes that its present MBS available for sale allocation of
$10.2 million or 13.8% 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,
2000.

<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           $    ---        $  1,263          $    58        $  8,829     $ 10,150
                                     0.00%           6.04%            9.08%           7.22%        7.08%

MBS held to maturity             $    ---        $     20          $    98        $ 63,619     $ 63,737
                                     0.00%           8.00%            9.14%           7.10%        7.10%
                                 --------        --------          -------        --------     --------

Total                            $    ---        $  1,283          $  156         $ 72,448     $ 73,887
                                 ========        ========          =======        ========     ========
Weighted average yield               0.00%           6.07%            9.12%           7.11%        7.10%
                                 ========        ========          =======        ========     ========
</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.

                                       15
<PAGE>

     The following table sets forth information with respect to the MBS owned by
the Company at June 30, 2000, 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.

                                                                 Estimated
 Name of Issuer                             Carrying Value      Market Value
 --------------                             --------------      ------------
                                                (Dollars in Thousands)

 Norwest Asset Securities Corp. CMO            $  6,727          $ 6,162
 Countrywide Home Loan CMO                        4,991            4,746
 Structured  Asset Mortgage
  Investment  Inc. CMO                            3,217            3,004
 Residential Funding CMO                          3,344            3,261
 Citicorp Mortgage Security CMO                   3,769            3,624
 Countrywide Home Loan CMO                        3,021            2,912
                                               ---------         --------

                                               $  25,069         $ 23,709
                                               =========         ========

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 $116.1 million or 81.4% of
the total investment portfolio at June 30, 2000, as compared to $88.7 million or
90.2% of the total investment  portfolio at June 30, 1999. All $116.1 million or
100.0% of the Company's U.S.  Government agencies portfolio at June 30, 2000 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 other  borrowings.  Such  borrowings can be
repaid if all, or a portion of, the Company's callable agency bonds are redeemed
prior to maturity.


                                       16
<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>
                                                            2000         1999       1998
                                                            ----         ----       ----
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                              ---          ---        ---
                                                           -------      -------    -------
Total amortized cost                                           ---          ---     15,419
Equity securities                                            1,380        1,380      2,062
                                                           -------      -------    -------
Total amortized cost                                       $ 1,380      $ 1,380    $17,481
                                                           =======      =======    =======
Total estimated market value                               $ 1,296      $ 1,402    $17,519
                                                           =======      =======    =======
<CAPTION>
Investment Securities Held to Maturity at June 30,
--------------------------------------------------
<S>                                                       <C>           <C>        <C>
Corporate debt obligations                                $    ---      $   ---    $   ---
U.S. Government agency securities                          116,052       88,714     63,749
State and municipal securities                              20,154        2,050        ---
                                                          --------      -------    -------
                                                           136,206       90,764     63,749
FHLB stock                                                   5,225        6,195      4,675
                                                          --------      -------    -------
Total amortized cost                                      $141,431      $96,959    $68,424
                                                          ========      =======    =======
Total estimated market value                              $134,497      $94,045    $68,670
                                                          ========      =======    =======
</TABLE>

     Information  regarding  the  amortized  cost,  contractual  maturities  and
weighted average yields of the Company's  investment  portfolio at June 30, 2000
is presented below.

<PAGE>
<TABLE>
<CAPTION>

Investment Securities               One Year or    After One to    After Five to    Over Ten
Available for Sale                      Less        Five Years      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    $     ---       $    ---       $  7,904        $  108,148   $ 116,052
                                          0.00%          0.00%          7.16%             7.59%       7.56%

State and municipal securities (1)   $     300       $    ---       $    ---        $   19,854   $  20,154
                                          6.39%          0.00%          0.00%             8.91%       8.87%
                                     ---------       --------       --------        ----------   ---------

Total                                $     300       $    ---       $  7,904        $  128,002   $ 136,206
                                     =========       ========       ========        ==========   =========
Weighted average yield                    6.39%          0.00%          7.16%             7.79%       7.75%
                                     =========       ========       ========        ==========   =========
</TABLE>

------------
(1)  State and municipal  security yields are calculated on a taxable equivalent
     basis.


                                       17
<PAGE>

     Information  regarding the amortized cost, earliest call dates and weighted
average  yield  of the  Company's  investment  portfolio  at June 30,  2000,  is
presented  below.  All Company  investments in callable bonds were classified as
held to maturity at June 30, 2000.

<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>
U.S. Government agency securities     $  80,746     $ 13,811      $    6,675      $  14,820      $ 116,052
                                           7.66%        8.08%           7.12%          6.77%          7.56%

State and municipal securities (1)    $     300     $  6,273      $   13,056      $     525      $  20,154
                                           6.39%        8.72%           9.01%          8.51%          8.87%
                                           ----         ----            ----           ----           ----

Total debt obligations                $  81,046     $ 20,084      $   19,731      $  15,345      $  136,206
                                      =========     ========      ==========      =========      ==========
Weighted average yield                     7.66%        8.28%           8.37%          6.83%          7.75%
                                      =========     ========      ==========      =========      =========

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

Total                                 $   81,046    $ 20,084      $   19,731      $  16,725      $  137,586
                                      ==========    ========      ==========      =========      ==========
</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 following table sets forth  information  with respect to the Investment
Securities  owned by the Company at June 30,  2000,  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.

                                                                    Estimated
         Name of Issuer                           Carrying Value   Market Value
         --------------                           --------------   ------------
                                                      (Dollars in Thousands)
         Pittston Area School District General
              Obligation                              $3,387          $3,353

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.

     Deposits.  The Company's  deposits totaled $172.9 million at June 30, 2000,
as compared to $174.2  million at June 30, 1999.  The $1.3 million  decrease was
primarily  attributable to an approximate $2.8 million decrease in time deposits
which was partially offset by a $1.2 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 $12.1  million or 7.1% of the Company's
total  deposits at June 30, 2000,  as compared to $10.9  million or 6.3% at June
30, 1999.  The Company's  deposit  products also include  Individual  Retirement
Account certificates ("IRA certificates").

                                       18
<PAGE>

     The Company's  deposits are obtained  primarily  from residents of northern
Allegheny,  southern  Butler and  eastern  Beaver  counties,  Pennsylvania.  The
Company utilizes various  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, 2000.  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 were derived from daily average balances.

<TABLE>
<CAPTION>
                                                                      At June 30,
                                      --------------------------------------------------------------------------
                                               2000                      1999                     1998
                                               ----                      ----                     ----
                                        Amount      Rate          Amount       Rate        Amount        Rate
                                        ------      ----          ------       ----        -----         ----
                                                                  (Dollars in Thousands)

<S>                                    <C>          <C>           <C>          <C>       <C>             <C>
Regular savings and club
   accounts                            $37,085      2.53%         $36,882      2.54%     $  36,576       2.62%
NOW accounts                            17,356      0.56           15,921      0.63         14,998       0.91
Money market deposit accounts           12,717      2.67           11,927      2.64         11,711       2.64
Certificate of deposit accounts         92,206      5.38           94,197      5.46         96,140       5.72
Escrows                                  2,363      1.74            2,262      1.81          2,430       1.81
                                      --------      ----         --------      ----      ---------       ----
     Total interest-bearing
        deposits and escrows           161,727      3.94          161,189      4.05        161,855       4.29
Non-interest-bearing checking
   accounts                             10,281      0.00            8,306      0.00          7,073       0.00
                                      --------      ----         --------      ----      ---------       ----
     Total deposits and escrows       $172,008      3.70%        $169,495      3.86%     $ 168,928       4.11%
                                      ========      ====         ========      ====      =========       ====
</TABLE>

                                       19
<PAGE>


     The following  table sets forth the net deposit flows of the Company during
the periods indicated.

<TABLE>
<CAPTION>
                                                        Year Ended June 30,
                                     ----------------------------------------------------------
                                        2000                    1999                   1998
                                        ----                    ----                   ----
                                                      (Dollars in Thousands)
<S>                                    <C>                     <C>                    <C>
(Decrease) before interest credited    $(7,653)                $(3,331)               $(10,095)
Interest credited                        6,268                   6,592                   6,848
                                      --------                --------              ----------
Net deposit increase (decrease)        $(1,385)                $ 3,261               $  (3,427)
                                       ========                =======               ==========
</TABLE>

     The following table sets forth maturities of the Company's time deposits of
$100,000 or more at June 30, 2000, by time remaining to maturity.

                                                           Amounts
                                                           -------
                                                   (Dollars in Thousands)

         Three months or less                             $  2,306
         Over three months through six months                2,676
         Over six months through twelve months               3,311
         Over twelve months                                  3,759
                                                          --------
                                                          $ 12,052
                                                          ========

     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, 2000,  borrowings totaled $205.5 million as
compared to $142.7 million at June 30, 1999. The $62.8 million or 44.0% increase
was primarily used to meet ongoing commitments to fund loan commitments and fund
the  Company's  purchase of investment  and MBS during fiscal 2000.  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 47 full-time  employees  and 12  part-time  employees as of
June 30, 2000. None of these employees is represented by a collective bargaining
agent.  The  Company  believes  that it  enjoys  excellent  relations  with  its
personnel.


                                       20
<PAGE>

                           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.

     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
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.

                                       21
<PAGE>


     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  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, 2000.

     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 2.06  basis  points  (or
2.06(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.


                                       22
<PAGE>

     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.

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.

                                       23
<PAGE>

                           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.
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, 1996,  have been closed for the purpose of
examination by the Internal Revenue Service.

                                       24
<PAGE>

     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.

                                       25
<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, 2000.

         Description/Address                             Leased/Owned
         -------------------                             ------------
         McCandless Office                               Owned
            9001 Perry Highway
            Pittsburgh, PA  15237

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

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

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

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

         Franklin Park Boro Office                       Owned
            2566 Brandt School Road
            Wexford, PA  15090

--------
(1)  The Company operates this office out of a retirement  community.  The lease
     expires in June 2003.
(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
         39  of  the  Company's  2000  Annual  Report,   Note  13  of  Notes  to
         Consolidated Financial Statements, "Litigation".

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

         Not applicable.


PART II.

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

         The information  required herein is incorporated by reference from page
         52 of the Company's 2000 Annual Report.


                                       26
<PAGE>

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

         The  information  required  herein  is  incorporated  by reference from
         pages 2 to 3 of the Company's 2000 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 2000 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 2000 Annual Report.

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

         The  information  required  herein  is  incorporated  by reference from
         pages 21 to 51 of the Company's 2000 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 2000 Annual
         Meeting    of    Stockholders   dated  September    29,  2000  ("Proxy
         Statement").

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

         The  information  required  herein  is  incorporated  by reference from
         pages 8 to 13 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.

Item 13. Certain Relationships and Related Transactions.
-------- -----------------------------------------------

         The  information  required  herein  is  incorporated  by reference from
         page 13 to 14 of the Company's Proxy Statement.

                                       27
<PAGE>

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,
                  2000 and 1999.

                  Consolidated Statements of Income for the Years Ended June 30,
                  2000, 1999 and 1998.

                  Consolidated Statements of Changes in Stockholders' Equity for
                  the Years Ended June 30, 2000, 1999 and 1998.

                  Consolidated Statements of Cash Flows for the Years Ended June
                  30, 2000, 1999 and 1998.

                  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.

              (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         2000 Annual Report to Stockholders                                 E-1
21         Subsidiaries of the Registrant - Reference is made to
               Item 1. "Business" for the required information                  2
23         Consent of Independent Auditors                                   E-57
27         Financial Data Schedule                                           E-58
</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 Form 10-Q for the quarter ended
     September 30, 1998 filed by the Company with the SEC on November 13, 1998.

     (3)(b)  Not applicable

                                       28
<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 26, 2000             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 26, 2000
Chief Executive Officer
(Principal Executive Officer)


/s/  William J. Hoegel
-------------------------------------------------
William J. Hoegel,                                        September 26, 2000
Chairman of the Board


/s/  Margaret VonDerau
-------------------------------------------------
Margaret VonDerau, Director,                              September 26, 2000
Senior Vice President, Treasurer
and Corporate Secretary


/s/  Keith A. Simpson
-------------------------------------------------
Keith A. Simpson, Controller                              September 26, 2000


/s/  David L. Aeberli
-------------------------------------------------
David L. Aeberli, Director                                September 26, 2000


/s/  Arthur H. Brandt
-------------------------------------------------
Arthur H. Brandt, Director                                September 26, 2000


/s/  Donald  E. Hook
-------------------------------------------------
Donald E. Hook, Director                                  September 26, 2000


/s/  John M. Seifarth
-------------------------------------------------
John M. Seifarth, Director                                September 26, 2000

                                       29