SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20429

                                    FORM 10-Q
(Mark One)

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

        For the quarterly period ended                       December 31, 2002
                                      ------------------------------------------

                                       OR

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

      For the transition period from                         to
                                      -----------------------------------------

                         Commission file number 0-29709

                   HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

      Pennsylvania                                          23-3028464
-------------------------------                       ---------------------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

                271 Main Street, Harleysville, Pennsylvania 19438
 -------------------------------------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (215) 256-8828
 -------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


 -------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

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

APPLICABLE ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding
of each of the issuer's  classes of common stock,  as of the latest  practicable
date:

Common Stock, $.01 Par Value, 2,316,490 as of February 7, 2003


<PAGE>

                   HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
                                 AND SUBSIDIARY

                                      Index


<TABLE>
<CAPTION>
                                                                                                                     PAGE(S)
                                                                                                                     -------
<S>                                                                                                                  <C>
Part I    FINANCIAL INFORMATION
              Item 1.   Financial Statements

                        Unaudited Condensed Consolidated Statements of Financial Condition as of
                        December 31, 2002 and September 30, 2002                                                        1

                        Unaudited Condensed Consolidated Statements of Income for the Three
                        Months Ended December 31, 2002 and 2001                                                         2

                        Unaudited Condensed Consolidated Statement of Comprehensive Income
                        for the Three Months Ended December 31, 2002 and 2001                                           3

                        Unaudited Condensed Consolidated Statement of Stockholders' Equity
                         for the Three Months Ended December 31, 2002                                                   3

                        Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months
                        Ended December 31, 2002 and 2001                                                                4

                        Notes to Unaudited Condensed Consolidated Financial Statements                                5 - 8

              Item 2.   Management's Discussion and Analysis of Financial
                        Condition and Results of Operations                                                           9 - 10

              Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                   11 - 12

              Item 4.   Controls  and Procedures                                                                        12

                        Critical Accounting Policies and Judgments                                                   12 - 13

Part II    OTHER INFORMATION

              Item 1. - 6.                                                                                              14

              Signatures                                                                                                15
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                   Harleysville Savings Financial Corporation
       Unaudited Condensed Consolidated Statements of Financial Condition

                                                                                December 31,     September 30,
                                                                                    2002              2002
                                                                               -------------     -------------

Assets
<S>                                                                            <C>               <C>
Cash and amounts due from depository institutions                              $   1,833,141     $   1,431,186
Interest bearing deposits in other banks                                          16,125,644        34,871,718
                                                                               -------------     -------------
     Total cash and cash equivalents                                              17,958,785        36,302,904
Investment securities held to maturity (fair value -
        December 31, $64,049,000; September 30, $57,555,000)                      62,392,507        55,665,399
Investment securities available-for-sale at fair value                             6,084,192        11,999,611
Mortgage-backed securities held to maturity (fair value -
        December 31, $187,362,000; September 30, $168,529,000)                   182,497,473       163,814,970
Mortgage-backed securities available-for-sale at fair value                       28,070,855        29,514,940
Loans receivable (net of allowance for loan losses -
        December 31, $2,032,000; September 30, $2,035,000)                       293,318,380       295,353,734
Accrued interest receivable                                                        2,931,311         2,836,448
Federal Home Loan Bank stock - at cost                                            11,243,600        10,496,500
Office properties and equipment                                                    5,083,882         5,013,031
Deferred income taxes                                                                317,324           134,493
Prepaid expenses and other assets                                                  8,570,990         9,132,423
                                                                               -------------     -------------
TOTAL ASSETS                                                                   $ 618,469,299     $ 620,264,453
                                                                               =============     =============

Liabilities and Stockholders' Equity
Liabilities:
     Deposits                                                                  $ 372,733,504     $ 371,946,978
     Advances from Federal Home Loan Bank                                        202,189,276       207,502,346
     Accrued interest payable                                                      1,032,177         1,041,892
     Advances from borrowers for taxes and insurance                               2,505,083           983,083
     Accounts payable and accrued expenses                                         1,120,242           922,522
                                                                               -------------     -------------
Total liabilities                                                                579,580,282       582,396,821
                                                                               -------------     -------------

Commitments
Stockholders' equity:
     Preferred Stock:  $.01 par value;
       7,500,000 shares authorized; none issued
     Common stock:  $.01 par value; 15,000,000
       shares authorized; issued and outstanding,
       Dec. 2002, 2,316,490; Sept. 2002, 2,316,490                                    23,165            23,165
     Paid-in capital in excess of par                                              7,540,790         7,551,849
     Treasury stock, at cost (Dec. 2002, 46,630 shares; Sept. 2002, 55,912)         (734,971)         (881,227)
     Retained earnings - partially restricted                                     31,942,515        31,124,031
     Accumulated other comprehensive loss                                            117,518            49,814
                                                                               -------------     -------------
Total stockholders' equity                                                        38,889,017        37,867,632
                                                                               -------------     -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                     $ 618,469,299     $ 620,264,453
                                                                               =============     =============

See notes to unaudited condensed consolidated financial statements.
</TABLE>

                                    Page 1

<PAGE>
<TABLE>
<CAPTION>

                   Harleysville Savings Financial Corporation
              Unaudited Condensed Consolidated Statements of Income

                                                                For the Three Months Ended
                                                                       December 31,
                                                           --------------------------------
                                                                2002                 2001
                                                                ----                 ----
INTEREST INCOME:
<S>                                                        <C>                 <C>
  Interest on mortgage loans                               $ 4,476,742         $  4,516,866
  Interest on mortgage-backed securities                     2,385,908            2,384,928
  Interest on consumer and other loans                         921,644              982,688
  Interest and dividends on tax-exempt investments             352,011              338,864
  Interest and dividends on taxable investments                559,579              714,802
                                                           -----------         ------------
Total interest income                                        8,695,884            8,938,148
                                                           -----------         ------------

Interest Expense:
  Interest on deposits                                       2,945,542            3,890,004
  Interest on borrowings                                     2,780,170            2,555,812
                                                           -----------         ------------
Total interest expense                                       5,725,712            6,445,816
                                                           -----------         ------------

Net Interest Income                                          2,970,172            2,492,332
Provision for loan losses                                            -                    -
                                                           -----------         ------------
Net Interest Income after Provision
  for Loan Losses                                            2,970,172            2,492,332
                                                           -----------         ------------
Other Income:
  Other income                                                 312,672              268,413
                                                           -----------         ------------
Total other income                                             312,672              268,413
                                                           -----------         ------------

Other Expenses:
  Salaries and employee benefits                               850,192              810,064
  Occupancy and equipment                                      387,593              320,864
  Deposit insurance premiums                                    15,074               15,628
  Other                                                        437,525              380,143
                                                           -----------         ------------
Total other expenses                                         1,690,384            1,526,699
                                                           -----------         ------------

Income before Income Taxes                                   1,592,460            1,234,046

Income tax expense                                             412,300              228,867
                                                           -----------         ------------

Net Income                                                 $ 1,180,160         $  1,005,179
                                                           ===========         ============


Basic Earnings Per Share                                        $ 0.52               $ 0.45
                                                           ===========         ============
Diluted Earnings Per Share                                      $ 0.51               $ 0.44
                                                           ===========         ============
Dividends Per Share                                             $ 0.16               $ 0.13
                                                           ===========         ============

</TABLE>


See notes to unaudited condensed consolidated financial statements.



                                    Page 2

<PAGE>
<TABLE>
<CAPTION>


                   Harleysville Savings Financial Corporation
       Unaudited Condensed Consolidated Statement of Comprehensive Income


                                                                                       Three Months Ended
                                                                                           December 31,
                                                                                ----------------------------

                                                                                    2002             2001
------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>              <C>
Net Income                                                                      $ 1,180,160      $ 1,005,179

Other Comprehensive Income (Loss)

Unrealized gain (loss) on securities net of tax ( benefit)
expense                                                                              67,704           (2,033)
                                                                                -----------      -----------

Total Comprehensive Income                                                      $ 1,247,864      $ 1,003,146
                                                                                ===========      ===========

</TABLE>


<PAGE>
<TABLE>
<CAPTION>




                   Harleysville Savings Financial Corporation
       Unaudited Condensed Consolidated Statement of Stockholders' Equity


                                                     Paid-in                     Retained       Accumulated
                                                     Capital                     Earnings-         Other          Total
                                        Common      in Excess    Treasury        Partially     Comprehensive   Stockholders'
                                         Stock        of Par       Stock         Restricted         Loss          Equity
------------------------------------------------------------------------------------------------------------- --------------
<S>                <C>                 <C>         <C>          <C>           <C>            <C>              <C>
Balance at October 1, 2002             $  23,165   $ 7,551,849  $ (881,227)   $ 31,124,031   $     49,814     $   37,867,632
                                       =========   ===========  ==========    ============   ============     ==============

 Net Income                                                                      1,180,160                         1,180,160
 Issuance of Common Stock:                     -             -                                                             -
 Dividends - $.16 per share                                                       (361,676)                         (361,676)
 Treasury stock delivered under
   Dividend Reinvestment Plan                           19,327      64,399                                            83,726
 Treasury stock delivered under
    employee stock plan                                (30,386)     81,857                                            51,471
 Unrealized holding gain on available-
for- sale securities, net of tax                                                                   67,704             67,704
                                       ---------   -----------  ----------    ------------   ------------     --------------
Balance at December 31, 2002           $  23,165   $ 7,540,790  $ (734,971)   $ 31,942,515      $ 117,518       $ 38,889,017
                                       =========  ============  ==========    ============   ============     ==============

</TABLE>

See notes to unaudited condensed consolidated financial statements.

                                     Page 3

<PAGE>


<TABLE>
<CAPTION>
                                Harleysville Savings Financial Corporation
                         Unaudited Condensed Consolidated Statements of Cash Flows

                                                                         Three Months Ended December 31,
                                                                         -------------------------------
                                                                               2002             2001
                                                                               ----             ----
<S>                                                                         <C>             <C>
Operating Activities:
Net Income                                                                 $ 1,180,160     $ 1,005,179
Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:
    Depreciation                                                                35,573         123,901
    Increase in deferred income taxes                                         (117,012)         (7,885)
    Proceeds from the sale of loans held for sale                              146,000
    Gain on sale of loans                                                          702
    Amortization of deferred loan fees                                        (151,250)        (64,163)
    Changes in assets and liabilities which (used) provided cash:
    Increase (decrease) in accounts payable and accrued
      expenses and income taxes payable                                        197,720        (260,292)
     Decrease (increase) in prepaid expenses and other assets                  561,433        (433,332)
    (Increase) decrease  in accrued interest receivable                        (94,863)        630,020
    (Decrease) increase in accrued interest payable                             (9,715)        115,174
                                                                           -----------     -----------
Net cash provided by operating activities                                    1,748,748       1,108,602
                                                                           -----------     -----------
Investing Activities:
Purchase of investment securities held to maturity                         (10,227,013)    (13,154,845)
Proceeds from maturities of investment securities                            3,499,905      25,900,237
Purchase of investment securities available for sale                                 -      (4,629,933)
Purchase of FHLB stock                                                        (747,100)       (221,200)
Long-term loans originated or acquired                                     (42,149,251)    (33,759,241)
Purchase of mortgage-backed securities held to maturity                    (67,391,860)    (17,986,847)
Purchase of mortgage-backed securities available for sale                  (14,511,075)     (2,996,250)
Principal collected on long-term loans & mortgage-backed securities        114,770,974      34,872,177
Purchases of premises and equipment                                           (106,424)        (56,762)
                                                                           -----------     -----------
Net cash used in investing activities                                      (16,861,844)    (12,032,664)
                                                                           -----------     -----------

Financing Activities:
Net increase  in demand deposits, NOW accounts
    and savings accounts                                                     4,686,572       8,048,274
Net decrease in certificates of deposit                                     (3,900,046)     (5,970,215)
Cash dividends                                                                (361,676)       (289,482)
Net (decrease) increase in FHLB advances                                    (5,313,070)     11,423,266
Delivery of treasury stock                                                     135,197
Purchase of treasury stock                                                           -         (78,398)
Net proceeds from issuance of stock                                                  -          20,761
Net increase in advances from borrowers for taxes & insurance                1,522,000       1,582,881
                                                                           -----------     -----------
Net cash (used in) provided by financing activities                         (3,231,023)     14,737,087
                                                                           -----------     -----------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                           (18,344,119)      3,813,025

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                              36,302,904       8,948,132
                                                                           -----------     -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                $ 17,958,785     $12,761,157
                                                                           ===========     ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the period for:
    Income taxes                                                              $ 48,201       $ 276,629
    Interest expense                                                         5,735,427       6,560,990

</TABLE>


See notes to unaudited condensed consolidated financial statements.

                                     Page 4

<PAGE>


         Notes to Unaudited Condensed Consolidated Financial Statements


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The  accompanying  unaudited  financial  statements have
been prepared in accordance with the instructions for Form 10-Q and therefore do
not include  information or footnotes  necessary for a complete  presentation of
financial  condition,  results of operations  and cash flows in conformity  with
accounting  principles  generally  accepted  in the  United  States of  America.
However,  all  adjustments  (consisting  only of normal  recurring  adjustments)
which, in the opinion of management,  are necessary for a fair presentation have
been included. The results of operations for the three months ended December 31,
2002 are not necessarily indicative of the results which may be expected for the
entire fiscal year.

In  November  2002,  the  Financial   Accounting  Standards  Board  issued  FASB
Interpretation  No. 45, Guarantor's  Accounting and Disclosure  Requirements for
Guarantees,   including  Indirect  Guaranttes  of  Indebtness  of  Others.  This
Interepretation  elaborates on the  disclosures to be made by a guarantor in its
interim and annual  financial  statements  about its  obligations  under certain
guarantees that it has issued, it also clarifies that a guarantor is required to
recognize,  at the  inception of a guarantee,  a liability for the fair value of
the obligation  undertaken in issuing the guarantee.  This  interepretation also
incorporates,  without  change,  the  guidance  in FASB  intrepretation  No. 34,
Disclosure of Indirect  Guanrantees of  Indeptedness  on a prospective  basis to
guarantees  issued or modified  after December 31,  2002,  irrespective  of the
guarantor's fiscal year-end. The disclosure  requirements in this Interpretation
are effective for financial statements of interim or annual periods ending after
December  15,  2002.  The  Company  currently  has no  guanantees  that would be
required to be recognized, measured or disclosed under this intepretation.


2. INVESTMENT SECURITIES HELD TO MATURITY

A  comparison  of  amortized  cost and  approximate  fair  value  of  investment
securities, by maturities, is as follows:
<TABLE>
<CAPTION>

                                                                       December 31, 2002
---------------------------------------------------------------------------------------------------------------
                                                                    Gross               Gross
                                                  Amortized      Unrealized          Unrealized     Approximate
                                                     Cost           Gain               Losses        air Value
---------------------------------------------------------------------------------------------------------------
U.S. Government agencies
<S>                                              <C>            <C>                  <C>            <C>
      Due after 1 years through 5 years          $  8,008,714   $    24,286          $        -     $ 8,033,000
      Due after 5 years through 10 years            9,000,000        98,000                   -       9,098,000
      Due after 10 years through 15 years          19,708,139       293,861                   -      20,002,000
Tax Exempt Obligations
      Due after 10 years through 15 years           2,789,970       102,030                   -       2,892,000
      Due after 15 years                           22,885,684     1,138,316                   -      24,024,000
                                                 ------------   -----------          -----------    -----------

Total Investment Securities                      $ 62,392,507   $ 1,656,493          $        -     $64,049,000
                                                 ============   ===========          ===========    ===========
</TABLE>

<TABLE>
<CAPTION>

                                                                       September 30, 2002
---------------------------------------------------------------------------------------------------------------
                                                                    Gross               Gross
                                                  Amortized      Unrealized          Unrealized     Approximate
                                                     Cost           Gain               Losses       Fair Value
---------------------------------------------------------------------------------------------------------------
U.S. Government agencies
<S>                                              <C>            <C>                  <C>            <C>
      Due after 1 years through 5 years          $  7,026,952   $    26,048                         $ 7,053,000
      Due after 5 years through 10 years            2,000,000        75,000                           2,075,000
      Due after 10 years through 15 years          21,757,858       415,571          $  (117,429)    22,056,000
Tax Exempt Obligations
      Due after 10 years through 15 years           3,235,924       124,076                           3,360,000
      Due after 15 years                           21,644,665     1,406,010              (39,675)    23,011,000
                                                 ------------   -----------          -----------    -----------

Total Investment Securities                      $ 55,665,399   $ 2,046,705          $  (157,104)   $57,555,000
                                                 ============   ===========          ===========    ===========
</TABLE>


The Company has the positive intent and the ability to hold these securities to
maturity. At December 31, 2002, neither a disposal, nor conditions that could
lead to a decision not to hold these securities to maturity were reasonably
foreseen.

                                     Page 5

<PAGE>
<TABLE>
<CAPTION>

3.  INVESTMENT SECURITIES AVAILABLE-FOR-SALE

A  comparison  of  amortized  cost and  approximate  fair  value  of  investment
securities is as follows:

                                                                       December 31, 2002
-------------------------------------------------------------------------------------------------------
                                                               Gross          Gross
                                             Amortized       Unrealized     Unrealized      Approximate
                                               Cost            Gain          Losses         Fair Value
-----------------------------------------------------------------------     ---------------------------
<S>                                        <C>              <C>             <C>             <C>
Equities                                   $   243,450      $    28,588     $      -        $   272,038
ARM Mutual Funds                             5,812,154              -              -          5,812,154
                                           ----------------------------     ---------------------------
Total Investment Securities                $ 6,055,604      $    28,588     $      -        $ 6,084,192
                                           ===========      ===========     ==========      ===========

</TABLE>

<TABLE>
<CAPTION>
                                                                      September 30, 2002
-------------------------------------------------------------------------------------------------------
                                                              Gross           Gross
                                            Amortized       Unrealized      Unrealized      Approximate
                                               Cost            Gain           Losses         Fair Value
-------------------------------------------------------------------------------------------------------

<S>                                        <C>              <C>             <C>             <C>
ARM Mutual Funds                           $11,999,611      $       -       $      -        $11,999,611
                                           -----------      -----------     ----------      -----------
Total Investment Securities                $11,999,611      $       -       $      -        $11,999,611
                                           ===========      ===========     ==========      ===========
</TABLE>

<TABLE>
<CAPTION>

4.  MORTGAGE-BACKED SECURITIES HELD TO MATURITY

A comparison of amortized  cost and  approximate  fair value of  mortgage-backed
securities is as follows:

                                                                      December 31, 2002
-------------------------------------------------------------------------------------------------------
                                                               Gross          Gross
                                           Amortized        Unrealized      Unrealized      Approximate
                                               Cost            Gain           Losses        Fair Value
-------------------------------------------------------------------------------------------------------
<S>                                        <C>                <C>             <C>           <C>
Collateralized mortgage obligations        $34,115,043        $ 147,142       $ (2,185)     $34,260,000
FHLMC pass-through certificates             49,678,792        1,270,208            -         50,949,000
FNMA pass-through certificates              52,602,744        1,379,256            -         53,982,000
GNMA pass-through certificates              46,100,894        2,070,106            -         48,171,000
                                          ------------      -----------     ----------     ------------
Total Mortgage-backed Securities          $182,497,473      $ 4,866,712       $ (2,185)    $187,362,000
                                          ============      ===========     ==========     ============
</TABLE>

<TABLE>
<CAPTION>
                                                                      September 30, 2002
-------------------------------------------------------------------------------------------------------
                                                                Gross         Gross
                                           Amortized         Unrealized     Unrealized      Approximate
                                             Cost               Gain          Losses        Fair Value
-------------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>             <C>            <C>
Collateralized mortgage obligations       $ 45,143,747      $   255,218     $   (5,965)    $ 45,393,000
FHLMC pass-through certificates             33,697,029        1,166,921         (4,950)      34,859,000
FNMA pass-through certificates              29,674,733        1,062,267             -        30,737,000
GNMA pass-through certificates              55,299,461        2,240,539             -        57,540,000
                                          ------------      -----------     ----------     ------------
Total Mortgage-backed Securities          $163,814,970      $ 4,724,945     $  (10,915)    $168,529,000
                                          ============      ===========     ==========     ============
</TABLE>

<TABLE>
<CAPTION>

5.  MORTGAGE-BACKED SECURITIES AVAILABLE-FOR-SALE

A comparison of amortized  cost and  approximate  fair value of  mortgage-backed
securities is as follows:

                                                           December 31, 2002
-------------------------------------------------------------------------------------------------------
                                                               Gross          Gross
                                            Amortized       Unrealized      Unrealized      Approximate
                                               Cost            Gain           Losses        Fair Value
-------------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>             <C>            <C>
FNMA pass-through certificates            $  6,720,934      $     6,907     $   (6,923)    $  6,720,918
FHLMC pass-through certificates             21,200,451          149,521            (35)      21,349,937
                                          ------------      -----------     ----------     ------------
Total Mortgage-backed Securities          $ 27,921,385      $   156,428     $   (6,958)    $ 28,070,855
                                          ============      ===========     ==========     ============
</TABLE>

<TABLE>
<CAPTION>

                                                           September 30, 2002
-------------------------------------------------------------------------------------------------------
                                                                Gross         Gross
                                           Amortized         Unrealized     Unrealized     Approximate
                                              Cost              Gain          Losses        Fair Value
-------------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>             <C>            <C>
FNMA pass-through certificates            $ 22,322,686      $    69,129     $      -       $ 22,391,815
GNMA pass-through certificates               7,116,778            6,347                       7,123,125
                                          ------------      -----------     ----------     ------------
Total Mortgage-backed Securities          $ 29,439,464      $    75,476     $      -       $ 29,514,940
                                          ============      ===========     ==========     ============
</TABLE>

                                     Page 6
<PAGE>

<TABLE>
<CAPTION>

6.  LOANS RECEIVABLE

Loans receivable consist of the following:

                                                    December 31, 2002       September 30, 2002
                                                     ----------------        ------------------
<S>                                                  <C>                     <C>
Residential Mortgages                                $   231,534,541         $  235,359,382
Commercial Mortgages                                         489,134                495,647
Construction                                               8,114,465              8,607,450
Education                                                    329,272                334,271
Savings Account                                              539,592                478,969
Home Equity                                               38,734,514             41,451,058
Automobile and other                                         731,591                725,883
Line of Credit                                            22,550,678             18,529,734
                                                         -----------            ----------
Total                                                    303,023,787            305,982,394

  Undisbursed portion of loans in process                 (5,663,369)            (6,502,564)
  Deferred loan fees                                      (2,010,457)            (2,091,264)
  Allowance for loan losses                               (2,031,581)            (2,034,832)
                                                          -----------            -----------
Loans receivable - net                               $   293,318,380         $  295,353,734
                                                     ================         ==============
</TABLE>

The  total  amount  of loans  being  serviced  for the  benefit  of  others  was
approximately  $3.1 million and $3.5 million at December 31, 2002 and  September
30, 2002, respectively.

The following schedule summarizes the changes in the allowance for loan losses:

                                          Three Months Ended December 31,
                                              2002              2001
                                           -----------      -----------
Balance, beginning of period               $ 2,034,832      $ 2,036,188
  Provision for loan losses                        -                 -
  Amounts (charged-off) recovered               (3,251)             100
                                           -----------      -----------
Balance, end of period                     $ 2,031,581      $ 2,036,288
                                           ===========      ===========

7.  OFFICE PROPERTIES AND EQUIPMENT

Office  properties  and equipment  are  summarized  by major  classification  as
follows:

                                          December 31,      September 30,
                                             2002               2002
                                          ------------      ------------
Land and buildings                        $  5,334,062      $  5,190,758
Furniture, fixtures and equipment            3,482,117         3,406,672
Automobiles                                     24,896            81,059
                                          ------------      ------------
Total                                        8,841,075         8,678,489

  Less accumulated depreciation             (3,757,193)       (3,665,458)
                                          ------------      ------------
Net                                       $  5,083,882      $  5,013,031
                                          ============      ============

8.  DEPOSITS

Deposits are summarized as follows:
                                            December 31,     September 30,
                                                2002             2002
                                          ------------      ------------
NOW accounts                              $ 15,896,636      $ 14,051,771
Checking accounts                            8,801,427         8,572,256
Money Market Demand accounts                86,080,893        83,464,010
Passbook and Club accounts                   3,322,991         3,327,338
Certificate accounts                       258,631,557       262,531,603
                                          ------------      ------------
Total deposits                            $372,733,504      $371,946,978
                                          ============      ============

The aggregate amount of certificate accounts in denominations of more than
$100,000 at December 31, 2002 amounted to approximately $21.1 million.

                                     Page 7


<PAGE>



9.  COMMITMENTS

At December 31, 2002, the following commitments were outstanding:

Origination of fixed-rate mortgage loans           $ 7,552,693
Origination of adjustable-rate mortgage loans          307,300
Unused line of credit loans                         24,067,899
Loans in process                                     5,663,369
                                                   -----------

Total                                              $37,591,261
                                                   ===========
10.  DIVIDEND

On January 22, 2003, the Board of Directors declared a cash dividend of $.16 per
share payable on February 19, 2003 to the  stockholders'  of record at the close
of business on February 5, 2003.

11.  EARNINGS PER SHARE

The  following  average  shares were used for the  computation  of earnings  per
share:

                              For the Three Months Ended
                                     December 31,
                             ---------------------------
                              2002              2001
                             ----------       ----------
Basic                         2,263,380        2,233,025
Diluted                       2,309,409        2,270,338

The  difference  between  the  number of shares  used for  computation  of basic
earnings per share and diluted earnings per share represents the dilutive effect
of stock options.

                                     Page 8
<PAGE>


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

This report contains certain forward-looking statements and information relating
to the  Company  that  are  based  on the  beliefs  of  management  as  well  as
assumptions  made by and  information  currently  available  to  management.  In
addition, in those and other portions of this document,  the words "anticipate,"
"believe,"  "estimate,"  "intend,"  "should"  and  similar  expressions,  or the
negative thereof, as they relate to the Company or the Company's management, are
intended to identify  forward-looking  statements.  Such statements  reflect the
current  views of the  Company  with  respect to  future-looking  events and are
subject to certain risks,  uncertainties and assumptions.  Should one or more of
these risks or uncertainties  materialize or should underlying assumptions prove
incorrect,  actual results may vary materially  from those  described  herein as
anticipated,  believed,  estimated,  expected or intended.  The Company does not
intend to update these forward-looking statements.

Changes in Financial Position for the Three Month Period Ended December 31, 2002
--------------------------------------------------------------------------------
Total  assets at  December  31,  2002 were  $618.5  million,  a decrease of $1.8
million or .29% for the three month  period.  This  decrease was  primarily  the
result  of a  decrease  in cash  and  cash  equivalents,  investment  securities
available  for sale,  mortgage-backed  securities  available  for sale and loans
receivable of approximately $18.3 million,  $5.9 million,  $1.4 million and $2.0
million  respectively.  The  decrease  was  partially  offset by an  increase in
mortgage-backed  held to  maturity  securities,  investment  securities  held to
maturity  and Federal  Home Loan Bank stock of $18.7  million,  $6.7 million and
$747,000, respectively.

During the three-month  period ended December 31, 2002, total deposits increased
by $787,000 to $372.7  million.  Advances from borrowers for taxes and insurance
also increased by $1.5 million.  This is a seasonal  increase as the majority of
taxes the Company  escrows for are  disbursed in the month of August.  There was
also a decrease in advances from Federal Home Loan Bank of $5.3  million,  which
was repaid with normal cash flows from loans and mortgage-backed securities.

 Comparisons of Results of Operations for the Three Month Period Ended December
 ------------------------------------------------------------------------------
 31, 2002 with the Three Month Period Ended December 31, 2001.
 -------------------------------------------------------------

Net Interest Income
-------------------
The  increase  in the net  interest  income  for the three  month  period  ended
December 31, 2002 when  compared to the same period in 2001 can be attributed to
the increase in interest-earning  assets and the decrease in interest expense on
deposits. The interest rate spread increased to 1.77% for the three month period
ended December 31, 2002 from 1.59% for the comparable  period ended December 31,
2001.

Total interest income was $8.7 million for the three month period ended December
31,  2002  compared  to $8.9  million  for the  comparable  period in 2001.  The
increase  in the  average  balance  of  interest-earning  assets was offset by a
decrease in the average yield for the  interest-earning  assets to 5.79% for the
three month period ended December 31, 2002 from 6.52% for the comparable  period
in 2001.

Total  interest  expense  decreased  to $5.7  million for the three month period
ended  December  31, 2002 from $6.4 million for the  comparable  period in 2001.
This   decrease   was  the  result  of  a  decrease  in  the  average   cost  on
interest-bearing  liabilities to 4.02% for the three month period ended December
31, 2002 from 4.93% for the  comparable  period ended  December  31, 2001.  This
decrease  is the result of a lower level of  interest  paid on deposits  for the
three month  period  ended  December  31, 2002 when  compared to the same period
ended December 31, 2001. This was partially offset by an increase in the average
interest-bearing  liabilities to $570.0 million for the three month period ended
December 31, 2002 from $522.6 million for the  comparable  period ended December
31, 2001.
                                    page 9

<PAGE>



Other Income
------------
Other income increased to $313,000 for the three month period ended December 31,
2002 from $268,000 for the comparable  period in 2001. The increase is due to an
increase in fee generating services offered by the Company.

Other Expenses
--------------
For the three month period ended December 31, 2002, other expenses  increased by
$164,000 or 10.72% to $1.7 million.  Management  believes  these are  reasonable
increases in the cost of operations after  considering the effects of inflation,
the impact of the 8% growth in the assets of the Company.  The annualized  ratio
of expenses to average assets for the three month period ended December 31, 2002
and 2001 was 1.10% and 1.08%, respectively.

Income Taxes
------------
The Company made  provisions  for income  taxes of $412,000 for the  three-month
period ended December 31, 2002 compared to $229,000 for the comparable period in
2001.  The primary  reason for the increase in the  percentage of tax expense in
2002 was the increase in amount of taxable  income  resulting from a decrease in
the percentage of tax-exempt securities to total assets.

Liquidity and Capital Resources
-------------------------------
The Bank's net income for the quarter  ended  December  31,  2002 of  $1,180,000
increased  stockholders'  equity to $38.7 million or 6.3% of total assets.  This
amount is well in excess of the Bank's minimum regulatory  capital  requirements
as illustrated below:

<TABLE>
<CAPTION>
                                                        (in thousands)
                                                Leveraged             Risk-based
                                                ---------             ----------
<S>                                          <C>         <C>       <C>        <C>
     Actual regulatory capital               $38,748     6.3%      $40,793    14.6%
     Minimum required regulatory capital      24,728     4.0%       21,299     8.0%
                                             -------     ----      -------    -----
     Excess capital                          $14,020     2.3%      $19,494     6.6%
</TABLE>

The liquidity of the Company's operations, measured by the ratio of the cash and
securities  balances  to total  assets,  equaled  48.02% at  December  31,  2002
compared to 47.93% at September 30, 2002.

As of December 31, 2002,  the Company had $37.6 million in  commitments  to fund
loan  originations,  disburse  loans  in  process  and meet  other  obligations.
Management  anticipates  that the majority of these  commitments  will be funded
within the next six months by means of normal  cash flows and net new  deposits.
In addition,  the amount of certificate accounts,  which are scheduled to mature
during the 12 months  ending  December 31, 2003, is $121.3  million.  Management
expects that a  substantial  portion of these  maturing  deposits will remain as
accounts in the Company.

                                    Page 10
<PAGE>


Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
The Company has instituted  programs designed to decrease the sensitivity of its
earnings to material and prolonged increases or decreases in interest rates. The
principal  determinant  of the  exposure of  Harleysville  Savings'  earnings to
interest rate risk is the timing difference between the repricing or maturity of
the  Company's  interest-earning  assets and the  repricing  or  maturity of its
interest-bearing  liabilities.  If the maturities of such assets and liabilities
were  perfectly  matched,  and if the  interest  rates  borne by its  assets and
liabilities  were equally flexible and moved  concurrently,  neither of which is
the case, the impact on net interest  income of rapid  increases or decreases in
interest  rates would be minimized.  Harleysville  Savings'  asset and liability
management policies seek to increase the interest rate sensitivity by shortening
the  repricing  intervals and the  maturities of the Company's  interest-earning
assets.  Although  management of the Company  believes that the steps taken have
reduced the  Company's  overall  vulnerability  to  increases  and  decreases in
interest  rates,  the  Company  remains  vulnerable  to material  and  prolonged
increases and decreases in interest  rates during  periods in which its interest
rate  sensitive  liabilities  exceed  its  interest  rate  sensitive  assets and
interest rate  sensitive  assets exceed  interest  rate  sensitive  liabilities,
respectively.

The authority and  responsibility  for interest rate management is vested in the
Company's Board of Directors.  The Chief Executive Officer  implements the Board
of Directors'  policies  during the day-to-day  operations of the Company.  Each
month, the Chief Executive Officer presents the Board of Directors with a report
which outlines the Company's  asset and liability "gap" position in various time
periods.  The  "gap"  is the  difference  between  interest-earning  assets  and
interest-bearing  liabilities  which mature or reprice over a given time period.
He also meets  weekly with the  Company's  other  senior  officers to review and
establish  policies and  strategies  designed to regulate the Company's  flow of
funds and  coordinate  the  sources,  uses and pricing of such funds.  The first
priority in structuring  and pricing the Company's  assets and liabilities is to
maintain an  acceptable  interest  rate  spread  while  reducing  the effects of
changes in interest rates and maintaining the quality of the Company's assets.

The  following  table  summarizes  the  amount of  interest-earning  assets  and
interest-bearing  liabilities  outstanding  as of December 31,  2002,  which are
expected to mature,  prepay or reprice in each of the future time periods shown.
Except as stated below, the amounts of assets or liabilities  shown which mature
or reprice  during a particular  period were  determined in accordance  with the
contractual terms of the asset or liability. Adjustable and floating-rate assets
are included in the period in which  interest rates are next scheduled to adjust
rather  than in the  period  in which  they are due,  and  fixed-rate  loans and
mortgage-backed  securities  are  included  in the  periods  in  which  they are
anticipated to be repaid.

The passbook accounts, negotiable order of withdrawal ("NOW") accounts and money
market deposit accounts,  are included in the "Over 5 Years" categories based on
management's  beliefs that these funds are core  deposits  having  significantly
longer effective maturities based on the Company's retention of such deposits in
changing interest rate environments.

Generally, during a period of rising interest rates, a positive gap would result
in an increase  in net  interest  income  while a negative  gap would  adversely
affect net  interest  income.  Conversely,  during a period of falling  interest
rates, a positive gap would result in a decrease in net interest  income while a
negative gap would positively affect net interest income. However, the following
table  does not  necessarily  indicate  the  impact  of  general  interest  rate
movements on Harleysville  Savings' net interest income because the repricing of
certain  categories of assets and liabilities is discretionary and is subject to
competitive  and other  pressures.  As a result,  certain assets and liabilities
indicated as repricing  within a stated  period may in fact reprice at different
rate levels.

The following table does not necessarily indicate the impact of general interest
rate  movements  on  Harleysville  Savings'  net  interest  income  because  the
repricing of certain  categories of assets and liabilities is discretionary  and
is subject to competitive and other pressures.  As a result,  certain assets and
liabilities indicated as repricing within a stated period may in fact reprice at
different rate levels.

                                    Page 11

<PAGE>

<TABLE>
<CAPTION>



                                                      1 Year       1 to 3         3 to 5      Over 5
                                                      or less       Years         Years       Years        Total
                                                    ----------    ----------    ---------    ---------   ----------
<S>                                                 <C>           <C>           <C>          <C>         <C>
Interest-earning assets

Mortgage loans                                      $   32,619    $   38,404    $  27,840    $ 129,583   $  228,446
Mortgage-backed securities                              79,341        24,933       21,259       85,035      210,568
Consumer and other loans                                37,256        14,238        8,064        5,314       64,872
Investment securities and other investments             53,719        21,175          -         30,692      105,586
                                                    ----------    ----------    ---------    ---------   ----------

Total interest-earning assets                          202,935        98,750       57,163      250,624      609,472
                                                    ----------    ----------    ---------    ---------    ---------

Interest-bearing liabilities

   Passbook and Club accounts                              -             -            -          3,323        3,323
   NOW accounts                                            -             -            -         24,698       24,698
   Money Market Deposit accounts                           -             -            -         33,084       33,084
   Choice Savings                                       31,171                                  21,826       52,997
   Certificate accounts                                121,309        80,661       56,662           -       258,632
   Borrowed money                                       20,061        37,838       20,084      124,206      202,189
                                                    ----------    ----------    ---------    ---------   ----------

Total interest-bearing liabilities                     172,541       118,499       76,746      207,137      574,923
                                                    ----------    ----------    ---------    ---------   ----------

Repricing GAP during the period                     $   30,394    $  (19,749)   $ (19,583)   $  43,487   $   34,549
                                                    ==========    ==========    =========    =========   ==========

Cumulative GAP                                      $   30,394    $   10,645    $  (8,938)   $  34,549
                                                    ==========    ==========    =========    =========

Ratio of GAP during the period to total assets            4.99%        -3.24%       -3.21%        7.14%
                                                    ==========    ==========    =========    =========

Ratio of cumulative GAP to total assets                   4.99%         1.75%       -1.47%        5.67%
                                                    ==========    ==========    =========    =========
</TABLE>


Controls and Procedures

Under the supervision and with the  participation  of our management,  including
our chief executive officer and chief financial  officer,  we have evaluated the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures within 90 days of the filing date of this quarterly report, and based
on their  evaluation,  our chief executive  officer and chief financial  officer
have concluded  that these controls and procedures are effective.  There were no
significant  changes in our  internal  controls or in other  factors  that could
significantly affect these controls subsequent to the date of their evaluation.

Disclosure  controls and procedures are our controls and other  procedures  that
are  designed to ensure that  information  required to be disclosed by us in the
reports that we file or submit  under the  Exchange Act is recorded,  processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  commission's  rules  and  forms.  Disclosure  controls  and  procedure
include,  without  limitation,  controls and procedures  designed to ensure that
information  required  to be  disclosed  by us in the  reports we file under the
Exchange Act is accumulated and  communicated  to our management,  including our
chief  executive  officer and chief financial  officer,  as appropriate to allow
timely decisions regarding required disclosure.

Critical Accounting Policies and Judgments

The Company's condensed  consolidated financial statements are prepared based on
the application of certain  accounting  policies,  the most significant of which
are described in Note 1, Summary of Significant Accounting Policies.  Certain of
these policies require numerous estimates and strategic or economic  assumptions
that may prove inaccurate or subject to variations and may significantly  affect
the Company's reported results and financial

                                    Page 12
<PAGE>


position for the period or in future  periods.  Changes in  underlying  factors,
assumptions,  or estimates in any of these areas could have a material impact on
the Company's future financial condition and results of operations.

Allowance  for Loan  Losses - The  allowance  for loan  losses is  increased  by
charges to income and decreased by charge-offs  (net of recoveries).  The Bank's
periodic evaluation of the allowance is based on known and inherent risks in the
portfolio, past loan loss experience, current economic conditions, trends within
the  Company's  market  area and  other  relevant  factors.  The  first  step in
determining the allowance for loan losses is recognizing a specific allowance on
individual impaired loans. Special mention, nonaccrual, substandard and doubtful
residential and other consumer loans are considered for impairment. An allowance
is recognized  for loan losses in the remainder of the loan  portfolio  based on
known and inherent risk  characteristics in the portfolio,  past loss experience
and prevailing  market  conditions.  Because  evaluating  losses involves a high
degree of management judgment, a margin is included for the imprecision inherent
in making these  estimates.  While  management  believes  that the  allowance is
adequate to absorb  estimated  credit  losses in its  existing  loan  portfolio,
future adjustments may be necessary in circumstances  that differ  substantially
form the  assumptions  used in evaluating the adequacy of the allowance for loan
losses.

                                     Page 13
<PAGE>



Part II  OTHER INFORMATION

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

               (a)  The annual meeting of  Stockholders  was held on January 22,
                    2003

               (c)  There were  2,264,654  shares of Common Stock of the Company
                    eligible  to be voted at the Annual  Meeting  and  1,858,932
                    shares  were  represented  at the  meeting  by  the  holders
                    thereof, which constituted a quorum. The items voted upon at
                    the Annual  Meeting and the vote for each  proposal  were as
                    follows:

                    1.   Election of directors for a three-year term:

                                                  FOR             WITHHELD
                         David J. Friesen       1,851,928          7,004
                         George W. Meschter     1,852,805          6,127


                         Name of each director whose term of office continued:

                         Sanford L. Alderfer
                         Mark R. Cummins
                         Paul W. Barndt
                         Philip A. Clemens
                         Edward J. Molnar
                         Ronald B. Geib

                    2.   Proposal  to  ratify  the  appointment  by the board of
                         Deloitte  & Touche,  LLP as the  Company's  independent
                         auditors for the year ending September 30, 2003

                            FOR                AGAINST               ABSTAIN
                            ---                -------               -------
                          1,857,604               -                   1,328


                    Each of the proposals  were adopted by the  stockholders  of
                    the Company.

     Item 1,2,3 and 5.  Not applicable.
                        ---------------

     Item 6.            Exhibits and Reports on Form 8-K
                        --------------------------------
                        None

                                    Page 14
<PAGE>


                                   Signatures


CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

The undersigned executive officer of Harleysville Savings Financial Corporation
hereby certifies that the Registrant's Form 10-Q for the three months ended
December 31, 2002 fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934 and that the information contained therein
fairly presents, in all material respects, the financial condition and results
of operations of the Registrant.



/s/ Edward J. Molnar
---------------------
    Edward J. Molnar
    Chief Executive Officer

Date:  February 6, 2003





CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

The undersigned executive officer of Harleysville Savings Financial Corporation
hereby certifies that the Registrant's Form 10-Q for the three months ended
December 31, 2002 fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934 and that the information contained therein
fairly presents, in all material respects, the financial condition and results
of operations of the Registrant.


/s/ Brenden J. McGill
---------------------
    Brendan J. McGill
    Chief Financial Officer

Date:  February 6, 2003




SECTION 302 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER


I, Edward J. Molnar, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Harleysville Savings
Financial Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;

4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the Registrant's ability to record, process,
summarize and report financial data and have identified for the Registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal controls; and

6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: February 6, 2003

/s/ Edward J. Molnar
--------------------
Edward J. Molnar
Chief Executive Officer


SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER


I, Brendan J. McGill, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Harleysville Savings
Financial Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual report;

4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The Registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the Registrant's auditors and the audit committee of
Registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the Registrant's ability to record, process,
summarize and report financial data and have identified for the Registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal controls; and

6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



Date:  February 6, 2003

/s/ Brenden J. McGill
---------------------
Brendan J. McGill
Chief Financial Officer