SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)

[X]  Annual report  pursuant to section 13 or 15 (d) of the Securities  Exchange
     Act of 1934

     For the fiscal year ended   September 30, 2003
                                 ------------------

                                       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: 0-50234
                                                 -------

                             Eureka Financial Corp.
                 ----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

United States                                                  75-3098403
-------------------------------                                -----------
(State or Other Jurisdiction of                              (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

3455 Forbes Avenue at McKee Place, Pittsburgh, Pennsylvania       15213
-----------------------------------------------------------       -----
(Address of Principal Executive Offices)                       (Zip Code)

Issuer's Telephone Number, Including Area Code:               (412) 681-8400
                                                              --------------

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

Securities registered under to Section 12(g) of the Exchange Act:
                    Common Stock, par value $0.10 per share
                    ---------------------------------------
                                (Title of Class)

         Check  whether  the issuer:  (1) has filed all  reports  required to be
filed by Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
YES  X   NO    .
    ---     ---

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

         State issuer's revenues for its most recent fiscal year: $4.70 million.

         The aggregate  market value of the voting stock held by  non-affiliates
of the registrant,  based on the average bid and asked price of the registrant's
Common Stock on December 9, 2003 was $9.39 million (323,957 shares at $29.00 per
share).

         As of December 5, 2003, there were outstanding 1,226,538 shares of  the
registrant's Common Stock.

         Transition Small Business Disclosure Format (check one):  YES    NO  X
                                                                      ---    ---

                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions  of the Annual  Report to  Stockholders  for the Fiscal Year Ended
     September 30, 2003. (Part II)
2.   Portions  of  the  Proxy   Statement   for  the  2004  Annual   Meeting  of
     Stockholders. (Part III)

<PAGE>

                                     PART I

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

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

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

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

General

         Effective April 1, 2003, Eureka Bank completed its  reorganization  and
formed the Company as a stock holding  company parent of Eureka Bank. The former
holders of the common stock of the Bank became  stockholders  of the Company and
each outstanding  share of common stock of the Bank was converted into shares of
common  stock of the  Company on a  one-for-one  basis.  The Company is majority
owned by Eureka Bancorp, MHC (the "MHC"). The MHC is owned and controlled by the
Bank's  depositors  and conducts no  significant  business of its own other than
holding a majority of the Company's common stock.

         The Company's business is conducted  primarily through its wholly-owned
subsidiary,  Eureka Bank (the  "Bank").  References to the Company or Registrant
generally  refer to the  consolidated  entity which  includes the main operating
company, the Bank, unless the context indicates otherwise.

                                        2

<PAGE>

         The Bank was founded in 1886 and primarily  serves the Oakland  section
of  Pittsburgh,  Pennsylvania.  The Bank is a community  and  customer  oriented
federal  stock  savings  bank  and  provides  financial  services  primarily  to
individuals,  families and small  businesses.  The Bank's  business  consists of
accepting  deposits  from  customers  and  investing  those funds,  primarily in
residential loans and commercial  equipment leases. To a lesser extent, the Bank
also  originates  commercial  real estate and consumer  loans.  At September 30,
2003, the Registrant had assets of $83.3 million,  deposits of $61.8 million and
stockholders equity of $19.1 million, and a dividend pay-out ratio of 60.85%.

Competition

         The  competition  for  deposits  comes  from  other  insured  financial
institutions  such  as  commercial  banks,   thrift  (including  savings  banks)
institutions,  credit unions,  and  multi-state  regional banks in the Company's
market area.  Competition for funds also includes a number of insurance products
sold by local  agents and  investment  products  such as mutual  funds and other
securities sold by local and regional brokers. The Company competes for deposits
by  offering  members  competitive  interest  rates and a high level of personal
service.

Lending Activities

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

<TABLE>
<CAPTION>
                                                               At September 30,
                                                   ------------------------------------------
                                                        2003                    2002
                                                   ------------------     -------------------
                                                            Percentage              Percentage
                                                   Amount    of Total     Amount     of Total
                                                   ------    --------     ------     --------
                                                           (Dollars in Thousands)
<S>                                             <C>           <C>      <C>            <C>
Type of Loans:
Real Estate:
  1-4 family..................................... $24,050       41.70%   $24,612        44.90%
  Multi-family...................................  11,017       19.10     10,998        20.07
Commercial equipment leases......................   7,745       13.43      8,286        15.12
Commercial real estate loans.....................   7,623       13.22      4,527         8.26
Commercial lines of credit.......................   5,211        9.04      4,446         8.11
Consumer loans:
  Home equity and second mortgage loans
      and lines of credit........................   1,484        2.57      1,365         2.49
  Share loans and other loans....................     543        0.94        576         1.05
                                                  -------       -----    -------        -----
    Total loans..................................  57,673      100.00%    54,810       100.00%
                                                               ======                  ======
Less:
  Loans in process and unused lines of credit....   3,814                  2,105
  Allowance for loan losses......................     489                    485
  Deferred loan origination fees and costs.......      82                     79
                                                  -------                -------
     Total loans, net............................ $53,288                $52,141
                                                  =======                =======
</TABLE>

                                        3

<PAGE>

Loan Maturity Tables

         The following table sets forth the estimated  maturity of the Company's
loan portfolio at September 30, 2003. The table does not include  prepayments or
scheduled principal  repayments.  All mortgage loans are shown as maturing based
on contractual maturities.

<TABLE>
<CAPTION>
                                                                  Commercial
                                                                 Real Estate,
                                  1-4 Family       Multi-          Leasing,       Home Equity
                                 Real Estate       Family        and Lines of      and Second       Other
                                 Residential     Real Estate        Credit         Mortgages      Consumer           Total
                                 -----------     -----------        ------         ---------      --------           -----
                                                               (In Thousands)
<S>                            <C>             <C>              <C>               <C>              <C>              <C>
Amounts due:
  Within 1 year...............   $   416         $ 1,829          $ 6,286           $  540           $357           $9,428
  After 1 year:
    1 to 3 years..............        --             464            3,368               73             21            3,926
    3 to 5 years..............       671              75            4,193              243            157            5,339
    5 to 10 years.............     3,395           2,872            2,542              626              8            9,443
    10 to 20 years............    13,409           4,707            2,223                2             --           20,341
    Over 20 years.............     6,159           1,070            1,967               --             --            9,196
                                 -------         -------          -------           ------           ----          -------
  Total due after 1 year......    23,634           9,188           14,293              944            186           48,245
                                 -------         -------          -------           ------           ----          -------
  Total amounts due...........   $24,050         $11,017          $20,579           $1,484           $543          $57,673
                                 =======         =======          =======           ======           ====          =======
</TABLE>

         The following  table sets forth the dollar amount at September 30, 2003
of all loans due after  September 30, 2004,  which have fixed interest rates and
floating or adjustable interest rates.

<TABLE>
<CAPTION>
                                                                     Floating or
                                                    Fixed Rates    Adjustable Rates       Total
                                                    -----------    ----------------       -----
                                                                    (In Thousands)
<S>                                                 <C>                <C>            <C>
1 - 4 family....................................      $23,634            $   --         $23,634
Multi-family....................................        4,688             4,500           9,188
Commercial real estate, leasing, and lines
of credit.......................................       11,219             3,074          14,293
Home equity and second mortgages................          944                --             944
Other consumer..................................          186                --             186
                                                      -------            ------         -------
    Total.......................................      $40,671            $7,574         $48,245
                                                      =======            ======         =======
</TABLE>

         One- to Four-Family  Residential  Loans.  One of the Company's  primary
lending activities consists of the origination of one- to four-family fixed rate
residential  mortgage loans secured by property in the Company's  primary market
area.  The  Company   generally   originates  one-  to  four-family  fixed  rate
residential  loans in amounts up to 80% of the lesser of the appraised  value or
purchase price. The Company also originates one- to two-family residential loans
up to 95% of value on  property  located in its market  area for first time home
buyers and does not require  private  mortgage  insurance  on these  loans.  The
Company retains all of its residential mortgage loans and originates these loans
with  maturities  of up to 30 years.  These loans include  due-on-sale  clauses,
which gives the Company the right to deem the loan  immediately  due and payable
in the event the  borrower  transfers  ownership  of the  property  securing the
mortgage loan without the Company's consent.

         The Company includes  construction loans in this loan category,  and at
September  30,  2003,  such  loans  approximated  $615,000,  or  2.6% of one- to
four-family  residential  loans. The Company makes  construction loans primarily
for the  construction of one- to four-family  dwellings.  Loans made to builders
require the payment of interest at fixed rates  during the  construction  period
(generally, up to two years)

                                        4

<PAGE>

and  payment of the  principal  in full at the end of the  construction  period.
Loans  made to  individual  property  owners  are  structured  to  provide  both
construction and permanent financing. The borrower pays interest only during the
construction period (generally, up to six months).

         Construction  lending is generally considered to involve a higher level
of credit risk than one- to  four-family  residential  lending since the risk of
loss on construction loans is dependent largely upon the accuracy of the initial
estimate of the individual  property's  value upon completion of the project and
the estimated  cost  (including  interest) of the project.  If the cost estimate
proves to be inaccurate, the Company may be required to advance funds beyond the
amount originally committed to permit completion of the project.

         Multi-Family  Real Estate Loans.  These loans are primarily  secured by
apartment houses, located in the Company's primary market area, to borrowers who
have a long-term  relationship  with the Company.  Loans secured by multi-family
property  may be  originated  in amounts up to 75% of the  appraised  value with
either fixed or adjustable  rates of interest.  Fixed rate  interest  loans have
maturities  generally of up to 15 years,  with  principal and interest  payments
calculated on a 15 year  amortization  period.  Adjustable  rate loans typically
have a 15 to 20 year amortization  period, with a fixed rate of interest for the
first five years,  with repricing  following every five years after that initial
fixed period.

         Multi-family real estate lending entails  significant  additional risks
compared to residential  property  lending.  These loans typically involve large
loan balances to single borrowers or groups of related borrowers.  The repayment
of these loans  typically is dependent on the  successful  operation of the real
estate project securing the loan.  These risks can be significantly  affected by
adverse conditions in the economy.

         Commercial   Equipment  Leases.  The  Company  purchases,   through  an
unrelated party,  commercial equipment leases. The loans generally have a two to
seven year  amortization  period and the  balances on such loans  range  between
$25,000 to  $1,000,000.  The commercial  equipment  leases are originated by one
leasing  corporation  that  services  the loans  and  remits  payments  from the
borrowers to the Company.  The leases are collateralized by the equipment and/or
real estate, and some are personally guaranteed by the lessor. The Company has a
first lien on the equipment  securing the loans. These leases are primarily made
to tool and die  companies,  hospitals,  universities,  machine  tool  shops and
schools.   These  leases  generally  have  a  higher  loan-to-value  ratio  than
residential  mortgages and repayment is typically  dependent upon the success of
the business.

         Leasing provide  benefits to the Company's  asset/liability  management
program by reducing the  Company's  exposure to interest  rate  changes,  due to
their generally shorter terms, and produces higher yields. Such leases, however,
may entail  significant  additional  credit  risks  compared  to  owner-occupied
residential  mortgage  lending.  However,  the Company  believes that the higher
yields and shorter terms  compensate  the Company for the increased  credit risk
associated with such leases.

         Commercial Real Estate and Commercial Lines of Credit.  Commercial real
estate  loans  are  generally  secured  by  mixed-use  buildings  (business  and
residential  buildings) and small businesses.  The Company generally  originates
such  loans in  amounts up to 70% of the lower of  appraised  value or  purchase
price.  Commercial  lines of  credit  loans  are made to  local  businesses  and
professionals.  Many of these  lines of credit  loans are secured by real estate
property.

         Commercial  real estate and commercial  lines of credit loans generally
are  deemed to entail  significantly  greater  risk when  compared  with one- to
four-family residential lending. The repayment of

                                        5

<PAGE>

commercial loans typically is dependent on the successful  operations and income
stream  of the  business  and the  borrower.  Such  risks  can be  significantly
affected by economic conditions.

         Loan Approval  Authority and Underwriting.  The Company has established
various  lending  limits for its  officers.  The  President has the authority to
approve all  commercial,  real estate and leasing  loans of up to $150,000.  The
loan  committee or board of directors  ratifies all loans made by the President.
The loan committee,  which consists of the President and two directors,  has the
authority to approve all loans up to  $300,000.  All loans in excess of $300,000
are approved by the Board of Directors.

         Upon  receipt  of a  completed  loan  application  from  a  prospective
borrower,  a credit report is ordered,  income and certain other  information is
verified and, if necessary,  additional financial  information is requested.  An
appraisal  from a licensed fee appraiser of the real estate  intended to be used
as security for the proposed loan is obtained. For construction/permanent loans,
funds  advanced  during  the  construction  phase are held in a  loan-in-process
account and disbursed based upon various stages of completion in accordance with
the results of inspection reports that are based upon physical inspection of the
construction by an employee of the Company. The Company requires title insurance
for all loans. Prior to the closing of the loan, borrowers must also obtain fire
and  casualty  insurance  and, if  property  is located in a flood  zone,  flood
insurance is also required.

         Loan Commitments. The Company issues written commitments to prospective
borrowers on all approved mortgage loans that generally expire within 60 days of
the date of issuance.  No loan  commitment  fees are charged.  At September  30,
2003, the Company had $6.8 million of outstanding loan and lease commitments.

Non-Performing and Problem Assets

         Loan Delinquencies.  The Company's  collection  procedures provide that
when a  mortgage  loan is 30 days past due, a  delinquent  notice is sent to the
borrower  and a late  charge is  imposed in  accordance  with the  mortgage.  If
payment is still  delinquent  after  approximately  60 days,  the borrower  will
receive a second  notice.  After 90 days the  borrower  will receive a notice of
default establishing a date by which the borrower must bring the account current
or foreclosure proceedings will be instituted.  Written notices are supplemented
with  telephone  calls  to the  borrower.  Late  charges  are  also  imposed  in
accordance with the mortgage.  If the loan continues in a delinquent  status for
90 days past due and no repayment plan is in effect,  the account is turned over
to an attorney for collection or  foreclosure  and the borrower is notified when
foreclosure has been commenced.

         All loans  past due 90 days or more as to  principal  or  interest  are
placed on a non-accrual  status.  Interest accrued and unpaid at the time a loan
is placed on non-accrual status is charged against interest income.

                                        6

<PAGE>

         Non-Performing  Assets.  The  following  table sets  forth  information
regarding  non-accrual  loans,  real estate owned, and certain other repossessed
assets  and  loans.  As of  the  dates  indicated,  the  Company  had  no  loans
categorized as troubled debt  restructuring  or impaired loans.  Interest income
that would have been  recorded on loans  accounted  for on a  non-accrual  basis
under the original terms of such loans was $24,884.

<TABLE>
<CAPTION>
                                                               At September 30,
                                                              ------------------
                                                                2003       2002
                                                              ------     ------
                                                             (Dollars in Thousands)
Loans accounted for on a non-accrual basis:
Mortgage loans:
<S>                                                         <C>        <C>
  1 - 4 family..............................................  $   --     $  108
  Multi-family..............................................      --         --
  Non-mortgage loans........................................     377        185
                                                              ------     ------
    Total non-accrual loans.................................     377        293
                                                              ------     ------
Accruing loans greater than 90 days past due: Mortgage loans:
    1 - 4 family............................................      --         --
    Multi-family............................................      --         --
    Non-mortgage loans......................................      --         --
                                                              ------     ------
Total accruing loans greater than 90 days past due..........      --         --
                                                              ------     ------
Total non-performing loans..................................     377        293
                                                              ------     ------
Real estate owned...........................................      --         --
                                                              ------     ------
Other non-performing assets.................................      --         --
                                                              ------     ------
Total non-performing assets.................................  $  377     $  293
                                                              ======     ======
Total non-performing loans to net loans.....................    0.71%      0.56%
                                                              ======     ======
Total non-performing loans to total assets..................    0.45%      0.37%
                                                              ======     ======
Total non-performing assets to total assets.................    0.45%      0.37%
                                                              ======     ======
</TABLE>

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

         When  an  insured  institution  classifies  problem  assets  as  either
substandard or doubtful,  it may establish general allowances for loan losses in
an amount  deemed  prudent by  management.  General  allowances  represent  loss
allowances which have been established to recognize the inherent risk associated
with lending activities,  but which, unlike specific  allowances,  have not been
allocated to particular problem assets. When an insured  institution  classifies
problem assets as loss, it is required either to establish a

                                        7

<PAGE>

specific  allowance  for  losses  equal to 100% of that  portion of the asset so
classified or to charge off such amount.  An  institution's  determination as to
the  classification of its assets and the amount of its valuation  allowances is
subject to review by the OTS,  which may order the  establishment  of additional
general or  specific  loss  allowances.  A portion of  general  loss  allowances
established to cover possible losses related to assets classified as substandard
or doubtful may be included in determining an institution's  regulatory capital,
while specific valuation  allowances for loan losses generally do not qualify as
regulatory capital.

         The  following  table sets  forth the  Company's  classified  assets in
accordance with the Company's classification system:


                                   At September 30, 2003
                                   ---------------------
                                       (In Thousands)

            Special Mention                 $  --
            Substandard                       396
            Doubtful                           50
            Loss                               --
                                            -----
                                            $ 446
                                            =====

         Allowances for Loan Losses.  It is  management's  policy to provide for
losses on unidentified loans in its loan portfolio.  A provision for loan losses
is charged to operations based on management's evaluation of the losses that may
be incurred in the Company's loan portfolio.  Such evaluation,  which includes a
review of all loans of which full  collectibility  of interest and principal may
not be reasonably  assured,  considers the Company's past loan loss  experience,
known and inherent risks in the portfolio,  adverse  situations  that may affect
the borrower's ability to repay,  estimated value of any underlying  collateral,
any existing guarantees,  past performance of the loan, available  documentation
for the loan,  legal  impediments  to  collection,  financial  condition  of the
borrower, and current economic conditions.

         Management  will  continue  to review  the  entire  loan  portfolio  to
determine the extent, if any, to which further additional loss provisions may be
deemed  necessary.  There can be no assurance that the allowance for losses will
be adequate to cover losses which may in fact be realized in the future and that
additional provisions for losses will not be required.

                                        8

<PAGE>

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

<TABLE>
<CAPTION>
                                                                              Year Ended September 30,
                                                                              ------------------------
                                                                               2003              2002
                                                                            --------           --------
                                                                              (Dollars In Thousands)

<S>                                                                       <C>                <C>
Total loans outstanding...........................................          $ 54,597           $ 52,844
                                                                            ========           ========
Average loans outstanding.........................................            53,261             52,874
                                                                            ========           ========

Allowance balance (at beginning of period)........................          $    485           $    421
Provision:
  1 - 4 family....................................................                 6                  6
  Multi-family....................................................                 -                  8
  Consumer........................................................                 -                  -
  Commercial real estate, leasing and lines of credit.............                 4                 46
                                                                            --------           --------
                                                                                  10                 60
                                                                            --------           --------
Charge-offs:
  1 - 4 family....................................................                 7                 --
  Multi-family....................................................                --                 --
  Consumer........................................................                --                 --
  Commercial real estate, leasing, and lines of credit............                --                 --
                                                                            --------           --------
                                                                                   7                 --
                                                                            --------           --------
Recoveries:
  1 - 4 family....................................................                --                  4
  Multi-family....................................................                --                 --
  Consumer........................................................                --                 --
  Commercial real estate, leasing and lines of credit.............                --                 --
                                                                            --------           --------
                                                                                  --                  4
                                                                            --------           --------

Allowance balance (at end of period)..............................          $    488           $    485
                                                                            ========           ========
Allowance for loan losses as a percent of total loans
  outstanding.....................................................              0.89%              0.92%
                                                                            ========           ========
Ratio of net charge offs as a percent of average loans
outstanding.......................................................              0.01%              0.00%
                                                                            ========           ========
</TABLE>

                                        9
<PAGE>

Analysis of the Allowance for Loan Losses

         The  following  table sets forth the  allocation  of the  allowance  by
category,  which  management  believes can be allocated  only on an  approximate
basis.  The  allocation  of the  allowance to each  category is not  necessarily
indicative  of future loss and does not  restrict  the use of the  allowance  to
absorb losses in any category.

<TABLE>
<CAPTION>
                                                                        At September 30,
                                                      ------------------------------------------------
                                                            2003                           2002
                                                      ---------------------    -----------------------
                                                                 Percent of                Percent of
                                                                 Loans in                  Loans in
                                                                   Each                      Each
                                                                 Category                  Category
                                                                 to Total                  to Total
                                                      Amount       Loans       Amount        Loans
                                                      ------       -----       ------        -----
                                                                 (Dollars in Thousands)
<S>                                                <C>          <C>       <C>             <C>
Types of Loans
Real Estate:
   1 - 4 family..................................     $   98       41.70%    $     99        44.90%
   Multi-family..................................        106       19.10          106        20.07
Commercial real estate, leasing, and
   lines of credit...............................        282       35.69          278        31.49
Consumer.........................................          2        3.51            2         3.54
                                                      ------      ------     --------       ------
      Total......................................     $  488      100.00%    $    485       100.00%
                                                      ======      ======     ========       ======
</TABLE>

Investment Activities and Mortgage-Backed Securities

         The  Company  is  required  under  federal  regulations  to  maintain a
sufficient amount of liquid assets which may be invested in specified short-term
securities and certain other investments. However, the OTS does not prescribe to
a minimum  amount or a percentage of liquid  assets.  The level of liquid assets
varies depending upon several factors,  including:  (i) the yields on investment
alternatives,  (ii) management's judgment as to the attractiveness of the yields
then available in relation to other  opportunities,  (iii) expectation of future
yield levels, and (iv) management's  projections as to the short-term demand for
funds  to  be  used  in  loan  origination  and  other  activities.   Investment
securities,  including mortgage-backed securities, are classified at the time of
purchase,  based upon management's  intentions and abilities, as securities held
to maturity or securities  available for sale. Debt securities acquired with the
intent and ability to hold to maturity  are  classified  as held to maturity and
are stated at cost and adjusted  for  amortization  of premium and  accretion of
discount,  which are  computed  using the level yield method and  recognized  as
adjustments  of interest  income.  All other debt  securities  are classified as
available for sale to serve principally as a source of liquidity.

         Current  regulatory  and  accounting  guidelines  regarding  investment
securities  require the Company to categorize  securities as "held to maturity,"
"available  for sale" or  "trading."  As of  September  30,  2003,  Company  had
securities  classified  as "held to maturity"  and  "available  for sale" in the
amount of $5.6 million and $13.2  million,  respectively  and had no  securities
classified as  "trading."  Securities  classified  as  "available  for sale" are
reported  for  financial  reporting  purposes at the fair market  value with net
changes  in the  market  value  from  period to period  included  as a  separate
component of stockholders'  equity,  net of income taxes. At September 30, 2003,
the  Company's  securities  available  for sale had an  amortized  cost of $11.4
million and market value of $13.2 million.

                                       10

<PAGE>

         At September 30, 2003, the Company investment  portfolio policy allowed
investments in instruments  such as: (i) U.S.  Treasury  obligations,  (ii) U.S.
federal agency or federally sponsored agency obligations,  (iii) local municipal
obligations,  (iv) mortgage-backed  securities,  (v) banker's acceptances,  (vi)
certificates of deposit, and (vii) investment grade corporate bonds,  commercial
paper and mortgage  derivative  products.  The Board of Directors  may authorize
additional investments.

         As a source  of  liquidity  and to  supplement  the  Company's  lending
activities, the Company has invested in residential  mortgage-backed securities.
Mortgage-backed  securities can serve as collateral for borrowings and,  through
repayments,  as a source of liquidity.  Mortgage-backed  securities  represent a
participation  interest in a pool of  single-family  or other type of mortgages.
Principal  and  interest  payments  are passed  from the  mortgage  originators,
through  intermediaries  (generally  quasi-governmental  agencies) that pool and
repackage the participation  interests in the form of securities,  to investors,
like the Company.  The  quasi-governmental  agencies  which  include  GinnieMae,
FreddieMac,  and  FannieMae,  guarantee the payment of principal and interest to
investors.

         The Company's securities  available for sale and investment  securities
held to maturity  portfolios at September 30, 2003 did not contain securities of
any  issuer  with an  aggregate  book  value in excess  of 10% of the  Company's
equity, excluding those issued by the United States Government or its agencies.


Investment Activities

         Investment  and  Mortgage-Backed  Securities  Portfolio.  The following
table sets  forth the  carrying  value of the  Company's  investment  securities
portfolio and mortgage-backed securities portfolio at the dates indicated.


                                                             At September 30,
                                                             ----------------
                                                               2003      2002
                                                            -------   -------
                                                              (In Thousands)
Securities held to maturity:
  U.S. government securities and federal agencies......     $ 2,750   $ 2,250
  Municipal bonds......................................       2,880     2,894
                                                            -------   -------
    Total securities held-to-maturity..................       5,630     5,144
                                                            -------   -------
Securities available for sale:
  Fannie Mae Preferred Stock...........................       1,350        --
  FreddieMac preferred stock...........................       8,321     6,098
  FreddieMac voting common stock.......................       2,206     2,356
  Mortgage-backed securities...........................       1,365     2,583
                                                            -------   -------
    Total securities available for sale................      13,242    11,037
                                                            -------   -------
  FHLB stock, at cost..................................         333       383
                                                            -------   -------
    Total .............................................     $19,205   $16,564
                                                            =======   =======

                                       11

<PAGE>

         The  following  table  sets forth  certain  information  regarding  the
carrying  values,  weighted  average  yields  and  maturities  of the  Company's
securities  portfolio at September 30, 2003.  The following  table does not take
into  consideration  the  effects  of  scheduled  repayments  or the  effects of
possible prepayments or the Company's investment in FHLB stock.

<TABLE>
<CAPTION>
                                                                                                                   Total
                               One Year or Less  One to Five Years  Five to Ten Years   More Than Ten Years Investment Securities(1)
                               ----------------  -----------------  -----------------   ------------------- ------------------------
                               Carrying  Average Carrying Average   Carrying Average    Carrying  Average   Carrying Average Market
                                 Value    Yield    Value   Yield      Value   Yield       Value    Yield      Value   Yield   Value
                                 -----    -----    -----   -----      -----   -----       -----    -----      -----   -----   -----
                                                                   (Dollars in Thousands)
<S>                           <C>      <C>       <C>     <C>       <C>      <C>        <C>        <C>     <C>        <C>    <C>
U.S. government and
  federal agencies..........   $    -       --%   $   -       -%    $    -        -%    $ 2,750    6.05%   $ 2,750    6.05%  $ 2,751
Municipal bonds (2).........       35    10.93      329    6.13        650     7.28       1,866    7.03      2,880    7.03     3,040
Fannie Mae preferred
  stock (2).................       --       --       --      --         --       --       1,350    6.23      1,350    6.23     1,350
FreddieMac preferred
  stock (2).................       --       --       --      --         --       --       8,321    7.01      8,321    7.01     8,321
FreddieMac voting common
  stock (2)(3)..............       --       --       --      --         --       --       2,206      --      2,206      --     2,206
Mortgage-backed securities..       --       --      215    7.16        801     6.85         349    7.13      1,365    6.97     1,365
                               ------             -----             ------              -------            -------           -------
  Total.....................   $   35    10.93%   $ 544    6.54%    $1,451     7.04%    $16,842    6.76%   $18,872    6.79%  $19,033
                               ======    =====    =====    ====     ======     ====     =======    ====    =======    ====   =======
</TABLE>

(1)  Table does not include FHLB stock.
(2)  Average yield is calculated on a tax effective basis of 34%.
(3)  The cost basis of the Freddie Mac common stock is $41,266,  resulting in an
     effective tax yield of 134.90%.

                                       12

<PAGE>

Sources of Funds

         General.  Deposits  are the  major  source of the  Company's  funds for
lending and other investment  purposes.  The Company also derives funds from the
(1)   amortization  and  prepayment  of  loans,  (2)  maturities  and  calls  of
securities,  and (3)  operations.  Scheduled  loan  principal  repayments  are a
relatively  stable source of funds,  while deposit inflows and outflows and loan
prepayments are  significantly  influenced by general  interest rates and market
conditions. The Company can also borrow funds from the FHLB of Pittsburgh.

         Deposits.  Consumer and commercial  deposits are attracted  principally
from  within the  Company's  primary  market  areas  through  the  offering of a
selection  of deposit  instruments  including  passbook  accounts,  interest and
non-interest  checking  accounts,  and certificate of deposit accounts.  Deposit
account terms vary according to the minimum  balance  required,  the time period
the funds must remain on deposit, and the interest rate, among other factors. At
September 30, 2003, the Company had no brokered deposits.


         Time  Deposits.  The  following  table  indicates  the  amount  of  the
Company's time deposits of $100,000 or more by time remaining  until maturity as
of September 30, 2003.


                      Maturity Period                           Time Deposits
                      ---------------                           -------------
                                                                (In Thousands)

Within three months........................................          $2,335
More than three through six months.........................           4,389
More than six through nine months..........................             678
Over nine months...........................................           3,716
                                                                    -------
         Total.............................................         $11,118
                                                                    =======

Borrowings

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

Employees

         At  September  30, 2003,  the Company had 11 full-time  and 3 part-time
employees.  None of the  Company's  employees  are  represented  by a collective
bargaining  group. The Company believes that its relationship with its employees
is good.

Regulation

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

                                       13

<PAGE>

Regulation of the Company

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

         Under the Home Owner's Loan Act (the "HOLA") and OTS  regulations,  the
Company  and the MHC must  obtain the prior  approval of the OTS before they may
acquire  control of another  savings  association  or savings  and loan  holding
company or before acquiring  another such association or holding company through
merger.  In addition,  the Company and the MHC must file a notice, or in certain
cases an application,  with the OTS before engaging in nonbanking  activities or
acquiring nonbanking companies.  The business activities of the Company, the MHC
and their nonbanking subsidiaries are restricted to certain activities specified
by OTS regulation, which include performing services and holding properties used
by a savings institution  subsidiary,  certain activities authorized for savings
and loan  holding  companies  as of March 5,  1987,  and  nonbanking  activities
permissible for bank holding companies  pursuant to the Bank Holding Company Act
or authorized for financial holding companies pursuant to the Gramm-Leach-Bliley
Act.

         Recent Legislation to Curtail Corporate Accounting  Irregularities.  On
July 30, 2002,  President  Bush signed into law the  Sarbanes-Oxley  Act of 2002
(the "Act"). The Securities and Exchange  Commission (the "SEC") has promulgated
certain regulations  pursuant to the Act and will continue to propose additional
implementing  or clarifying  regulations as necessary in furtherance of the Act.
The  passage  of the Act  and the  regulations  implemented  by the SEC  subject
publicly-traded   companies  to  additional   and  more   cumbersome   reporting
regulations   and  disclosure.   Compliance  with  the  Act  and   corresponding
regulations may increase the Company's expenses.

Regulation of the Bank

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

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

         The Bank must file reports with the OTS  concerning  its activities and
financial  condition,  in addition to obtaining  regulatory  approvals  prior to
entering into certain transactions such as mergers with

                                       14

<PAGE>

or acquisitions of other savings  institutions.  This regulation and supervision
establishes a comprehensive  framework of activities in which an institution can
engage and is intended  primarily for the protection of the SAIF and depositors.
The  regulatory  structure  also  gives  the  regulatory  authorities  extensive
discretion in connection with their  supervisory and enforcement  activities and
examination  policies,  including policies with respect to the classification of
assets and the  establishment  of adequate  loan loss  reserves  for  regulatory
purposes.

         Insurance of Deposit  Accounts.  The deposit  accounts held by the Bank
are insured by the SAIF to a maximum of  $100,000  for each  insured  member (as
defined by law and  regulation).  Insurance of deposits may be terminated by the
FDIC  upon a finding  that the  institution  has  engaged  in unsafe or  unsound
practices,  is in an unsafe or unsound  condition to continue  operations or has
violated any applicable law, regulation, rule, order or condition imposed by the
FDIC or the institution's primary regulator.

         The Bank is required to pay insurance premiums based on a percentage of
its insured  deposits  to the FDIC for  insurance  of its  deposits by the SAIF.
Under  the  risk-based  system  established  by the  FDIC  for  setting  deposit
insurance  premiums,   the  2003  insurance  assessment  rates  for  SAIF-member
institutions  range from 0% to .27% of insured deposits on an annualized  basis,
with the  assessment  rate for most  savings  institutions  set at 0%.  The Bank
currently  qualifies  for the  lowest  assessment  rate  under the  risk-  based
assessment  system  and,   accordingly,   did  not  pay  any  deposit  insurance
assessments during the past fiscal year.

         In  addition,  all  FDIC-insured   institutions  are  required  to  pay
assessments  to the  FDIC to fund  interest  payments  on  bonds  issued  by the
Financing Corporation ("FICO"), an agency of the Federal government  established
to  recapitalize  the  predecessor to the SAIF. The assessment  rate for 2003 is
approximately 0.0152% of insured deposits. These assessments will continue until
the Financing Corporation bonds mature in 2017.

         Loans to One  Borrower.  A savings  association  may not make a loan or
extend  credit to a single or related group of borrowers in excess of 15% of the
associations's unimpaired capital and surplus. An additional amount may be lent,
equal to 10% of the unimpaired capital and surplus, under certain circumstances.
At September 30, 2003, the Registrant's  lending limit for loans to one borrower
was approximately  $2,560,000 and the Registrant had no outstanding  commitments
that  exceeded  the  loans  to one  borrower  limit at the  time  originated  or
committed.

         Regulatory  Capital  Requirements.   OTS  capital  regulations  require
savings institutions to meet three capital standards: (1) tangible capital equal
to 1.5% of total adjusted assets, (2) core capital equal to at least 3% of total
adjusted assets for savings  institutions  that receive the highest  supervisory
rating for safety and  soundness and 4% of total  adjusted  assets for all other
thrifts,  and (3) risk-based capital equal to 8% of total risk-weighted  assets.
At September 30, 2003, the Bank was in compliance  with its  regulatory  capital
requirements.

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

                                       15

<PAGE>

         The risk-based capital standard for savings  institutions  requires the
maintenance  of  total  risk-based  capital  of  8%  of  risk-weighted   assets.
Risk-based  capital  equals  the  sum of core  and  supplementary  capital.  The
components  of  supplementary  capital  include,  among other items,  cumulative
perpetual preferred stock,  perpetual  subordinated debt, mandatory  convertible
subordinated debt, intermediate-term preferred stock, general valuation loan and
lease loss allowances up to a maximum of 1.25% of risk-weighted  assets,  and up
to 45% of unrealized gains on equity securities.  Overall, supplementary capital
is limited to 100% of core capital.  A savings  association  must  calculate its
risk-weighted  assets by multiplying  each asset and  off-balance  sheet item by
various risk factors as determined  by the OTS,  which range from 0% for cash to
100% for delinquent  loans,  property acquired through  foreclosure,  commercial
loans, and other assets.

         In addition to the above  regulatory  capital  requirements,  the OTS's
prompt corrective action regulation  classifies savings  associations by capital
levels and provides that the OTS will take various corrective actions, including
imposing significant operational restrictions,  against any thrift that fails to
meet  the  regulation's  capital  standards.  Under  this  regulation,  a  "well
capitalized"  savings  association  is one that has a total  risk-based  capital
ratio of at least 10%, a Tier 1  risk-based  capital  ratio of at least 6% and a
leverage  capital  ratio  of 5%,  and is not  subject  to any  capital  order or
directive.  A thrift is deemed  "adequately  capitalized"  category  if it has a
total risk-based capital ratio of at least 8%, a Tier 1 risk-based capital ratio
of at least 4%, and a leverage capital ratio of at least 4%.  Institutions  with
lower  capital  levels  are  deemed  to  be  "undercapitalized,"  "significantly
undercapitalized" or "critically  undercapitalized,"  depending on their capital
levels. A thrift that falls within any of the three undercapitalized  categories
is subject to severe  regulatory  sanctions under the prompt  corrective  action
regulation.   At  September  30,  2003,   the  Bank  was   classified  as  "well
capitalized."

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

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

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

         Qualified Thrift Lender Test.  Federal savings  institutions  must meet
one of two Qualified Thrift Lender ("QTL") tests. To qualify as a QTL, a savings
institution must either (i) be deemed a "domestic building and loan association"
under the Internal  Revenue Code by maintaining at least 60% of its total assets
in specified types of assets,  including cash,  certain  government  securities,
loans  secured  by and  other  assets  related  to  residential  real  property,
educational loans and investments in premises of the institution or (ii) satisfy
the statutory QTL test set forth in the Home Owner's Loan Act by  maintaining at
least 65%

                                       16

<PAGE>

of its "portfolio assets" in certain"Qualified  Thrift  Investments".  Qualified
thrift investments  consist primarily of an institution's  residential  mortgage
loans and other loans and  investments  relating to residential  real estate and
manufactured  housing and also include  student,  credit card and small business
loans,  stock  issued  by a Federal  Home  Loan  Bank,  the  FreddieMac  and the
FannieMae,  and other enumerated assets. For purposes of the statutory QTL test,
portfolio assets are defined as total assets minus intangible  assets,  property
used by the  institution in conducting its business,  and liquid assets equal to
10% of total assets. A savings  institution must maintain its status as a QTL on
a monthly basis in at least nine out of every 12 months. A failure to qualify as
a QTL  would  result  in a number  of  sanctions,  including  certain  operating
restrictions.  At September 30, 2003,  the Bank was in  compliance  with its QTL
requirement, with 94.08% of its assets invested in Qualified Thrift Investments.

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

         As a member, the Bank is required to purchase and maintain stock in the
FHLB of  Pittsburgh  in an amount  equal to the  greater of 1% of its  aggregate
unpaid   residential   mortgage  loans,  home  purchase   contracts  or  similar
obligations  or 5% of the Bank's  advances from the FHLB. At September 30, 2003,
the Bank was in compliance with this requirement.

         Federal  Reserve  System.   The  Federal  Reserve  Board  requires  all
depository  institutions to maintain  non-interest bearing reserves at specified
levels against their transaction  accounts (primarily  checking,  NOW, and Super
NOW checking accounts) and non-personal time deposits.  The balances  maintained
to meet the reserve  requirements  imposed by the Federal  Reserve  Board may be
used to satisfy  the  liquidity  requirements  that are  imposed by the OTS.  At
September 30, 2003, the Bank was in compliance  with these Federal Reserve Board
requirements.

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

         (a)  Properties.  The Company  operates from one office located at 3455
Forbes Avenue at McKee Place,  Pittsburgh,  Pennsylvania,  which was acquired in
1956.

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

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

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

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

                                       17

<PAGE>

         (c) Description of Real Estate and Operating Data. Not applicable.

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

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

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

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

                                     PART II

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

         The  information  contained under the section  captioned  "Stock Market
Information" of the Company's  Annual Report to stockholders for the fiscal year
ended  September  30,  2003 (the  "Annual  Report")  is  incorporated  herein by
reference.

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

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

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

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

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

         Not applicable.

Item 8A.  Controls and Procedures
--------  -----------------------

         (a) Evaluation of disclosure  controls and  procedures.  Based on their
evaluation of the Company's  disclosure  controls and  procedures (as defined in
Rule 13a-15(e) under the Securities  Exchange Act of 1934 (the "Exchange Act")),
the Company's  principal  executive officer and principal financial officer have
concluded that as of the end of the period covered by this Annual Report on Form
10-KSB such  disclosure  controls and  procedures  are  effective to ensure that
information  required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded,  processed,  summarized and reported
within the time periods  specified in Securities and Exchange  Commission  rules
and forms.

         (b) Changes in internal  control over financial  reporting.  During the
last  quarter of the year  under  report,  there was no change in the  Company's
internal control over financial reporting that has

                                       18

<PAGE>

materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.


                                    PART III

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

         The  information  required  under this item is  incorporated  herein by
reference  to the  Proxy  Statement  for the 2003  Annual  Meeting  (the  "Proxy
Statement")  contained under the sections  captioned  "Section 16(a)  Beneficial
Ownership  Reporting  Compliance,"  "Proposal I - Election of Directors," and "-
Biographical Information." The Company has adopted a Code of Ethics that applies
to its principal  executive officer and principal  financial  officer. A copy of
the Company's Code of Ethics will be furnished,  without  charge,  to any person
who requests such copy by writing to the Secretary, Eureka Financial Corp., 3455
Forbes Avenue at McKee Place, Pittsburgh, Pennsylvania, 15213.

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

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

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

          (a)  Security Ownership of Certain Beneficial Owners

          (b)  Security Ownership of Management

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

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

          (d)  Securities  Authorized  for Issuance  Under  Equity  Compensation
               Plans

                                       19

<PAGE>

         Set forth below is information as of September 30, 2003 with respect to
compensation   plans  under  which  equity  securities  of  the  Registrant  are
authorized for issuance.

<TABLE>
<CAPTION>

                                            EQUITY COMPENSATION PLAN INFORMATION
                                                (a)                     (b)                 (c)
                                                                                           Number of securities
                                       Number of securities        Weighted-average        remaining available for
                                         to be issued upon        exercise price of         future issuance under
                                            exercise of              outstanding          equity compensation plans
                                       outstanding options,       options, warrants         (excluding securities
                                       warrants and rights           and rights           reflected in column (a))
                                       -------------------           ----------           ------------------------
<S>                                     <C>                           <C>                        <C>
Equity compensation plans
approved by shareholders:

2000 Stock Option Plan..............      52,822                        $8.50                      $ 9,715

Restricted Stock Plan...............       4,662                            -                        3,887

Equity compensation plans
not approved by
shareholders(1).....................         N/A                          N/A                          N/A
                                          ------                        -----                      -------
     TOTAL.........................       57,484                        $8.50                      $13,602
                                          ======                        =====                      =======
</TABLE>
----------
(1)  Not applicable.

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

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

                                       20

<PAGE>

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

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

               1.   The consolidated balance sheets of Eureka Financial Corp. as
                    of September 30, 2003 and 2002 and the related  consolidated
                    statements of income,  changes in  stockholders'  equity and
                    cash  flows  for each of the  years  in the two year  period
                    ended  September  30, 2003,  together with the related notes
                    and the  independent  auditors'  report of  Edwards  Sauer &
                    Owens, independent certified public accountants.

               2.   Schedules omitted as they are not applicable.

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

                    (a) List of Exhibits:

                         3(i)   Federal Stock Charter*
                         3(ii)  Bylaws*
                         4(i)   Specimen Stock Certificate*
                        10      Employment Agreement**
                        10.1    Supplemental Retirement Plan**
                        10.2    2000 Stock Option Plan***
                        10.3    Restricted Stock Plan and Trust Agreement***
                        10.4    Incentive Compensation Plan****
                        13      Portions of Annual Report to Stockholders
                        31      Rule 13a-14(a) Certifications
                        32      Certification Pursuant to Section 906 of the
                                Sarbanes-Oxley Act of 2002

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

          *    Incorporated  herein by reference to the Form 8-K12G3  filed with
               the Commission on April 1, 2003.
          **   Incorporated by reference to Exhibit 2(D) and 2(E), respectively,
               to the amended  Form MHC-1 filed on November 4, 1999 and declared
               effective by the OTS on November 12, 1998.
          ***  Incorporated  by reference to the Proxy Statement for the Special
               Meeting of  Stockholders  on July 19, 1999 and filed with the OTS
               in definitive form on June 10, 1999.
          **** Incorporated  by  reference to the Form 10-KSB filed with the OTS
               on December 26, 2000.


         (b) A current report on Form 8-K was filed on July 30, 2003 pursuant to
items 7 and 12 to report earnings for the quarter ended June 30, 2003.

                                       21

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto  duly  authorized  as of December 24,
2003.

                                     EUREKA FINANCIAL CORP.



                                     By:   /s/Edward F. Seserko
                                           -------------------------------------
                                           Edward F. Seserko
                                           President and Chief Executive Officer
                                           (Duly Authorized Representative)


         Pursuant to the  requirement  of the  Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities indicated as of December 24, 2003.


/s/Edward F. Seserko                             /s/Robert J. Malone
-------------------------------------            -------------------------------
Edward F. Seserko                                Robert J. Malone
President and Chief Executive Officer            Chairman of the Board
(Principal Executive Officer)

/s/Mark B. Devlin                                /s/Paul M. Matvey
-------------------------------------            -------------------------------
Mark B. Devlin                                   Paul M. Matvey
Director                                         Director

/s/William F. Ryan                               /s/Dennis P. McManus
-------------------------------------            -------------------------------
William F. Ryan                                  Dennis P. McManus
Director                                         Director

/s/Gary B. Pepper
-------------------------------------
Gary B. Pepper
Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)