<PAGE>   1
                     U.S. 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 [Fee Required]

                      For the Fiscal Year December 31, 2000

                                       OR

      []TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 [No Fee Required]

        For the transition period from _______________ to _______________

                        Commission File Number 000-23109

                       OHIO STATE FINANCIAL SERVICES, INC.
                      -------------------------------------
                 (Name of small business issuer in its charter)

              Ohio                                       31-1529204
-------------------------------                 -----------------------
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                  Identification Number)

                     435 Main Street, Bridgeport, Ohio 43912
                    -----------------------------------------
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (740) 635-0764

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

      Securities registered pursuant to Section (12(g) of the Exchange Act
                        Common Shares, without par value
                        --------------------------------
                                (Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the issuer 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 pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of issuer'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. [ ]

State the issuer's revenues for its most recent fiscal year: $2.4 million.

Based on the average of the bid and asked prices quoted by the OTC Bulletin
Board as of March 28, 2000, the aggregate market value of the voting stock held
by non-affiliates of the Registrant, on that date was approximately $3.4
million.

At March 1, 2001, there were 634,168 shares issued and 495,398 outstanding of
the Registrant's Common Shares.

Part II of Form 10-KSB: Portions of the 2000 Annual Report to Shareholders in
Exhibit 13.

Part III of Form 10-KSB: Portions of the Proxy Statement for the 2000 Annual
Meeting of Shareholders in Exhibit 20.

Transitional Small Business Disclosure Format  Yes      No  X
                                                   ---     ---


<PAGE>   2

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

   Ohio State Financial Services, Inc. ("OSFS") is a unitary savings and loan
holding company organized under Ohio law in March 1997. On September 26, 1997,
OSFS acquired all of the common shares issued by Bridgeport Savings and Loan
Association, a savings and loan association organized under Ohio law (the
"Association"), upon the conversion of the Association from mutual to stock form
(the "Conversion").

     As a savings and loan holding company, OSFS is subject to regulation,
supervision, and examination by the Office of Thrift Supervision (the "OTS").
The activities of OSFS have been limited primarily to holding the common stock
of the Association. Consequently, the following discussion focuses primarily on
the business of the Association.

    As an Ohio savings and loan association, the Association is subject to
supervision and regulation by the OTS, the Ohio Department of Commerce, Division
of Financial Institutions (the "Division"), and the Federal Deposit Insurance
Corporation (the "FDIC"). The Association is a member of the Federal Home Loan
Bank (the "FHLB") of Cincinnati, and the deposits of the Association are insured
up to applicable limits by the FDIC in the Savings Association Insurance Fund
(the "SAIF").

     The Association conducts business from its main office located in
Bridgeport, Ohio, and one full-service branch located in Shadyside, Ohio. The
principal business of the Association is the origination of permanent mortgage
loans on one- to four-family residential real estate located in the
Association's primary market area, which consists of Belmont County, Ohio, and
Ohio and Marshall Counties, West Virginia. The Association also originates a
limited number of loans for the construction of one- to four-family residences
and permanent mortgage loans secured by nonresidential real estate in its market
area. In addition to real estate lending, the Association originates secured and
unsecured consumer loans. For liquidity and interest rate risk management
purposes, the Association invests in interest-bearing deposits in other
financial institutions, U.S. Government and agency obligations, and
mortgage-backed securities. Funds for lending and other investment activities
are obtained primarily from savings deposits, which are insured up to applicable
limits by the FDIC, principal repayments of loans, and maturities of investment
securities.

    Interest on loans and investments is the Association's primary source of
income. The Association's principal expense is interest paid on deposit
accounts. Operating results are dependent to a significant degree on the net
interest income of the Association, which is the difference between interest
income earned on loans, mortgage-backed securities, and other investments and
interest paid on deposits. Like most thrift institutions, the Association's
interest income and interest expense are significantly affected by general
economic conditions and by the policies of various regulatory authorities.

LENDING ACTIVITIES

    GENERAL. The Association's principal lending activity is the origination of
conventional fixed-rate real estate loans secured by one- to four-family
residences located in the Association's primary market area. Although the
Association currently originates loans for its portfolio and not with the
intention of selling such loans in the secondary market, fixed-rate loans are
generally underwritten according to secondary market guidelines. In addition to
real estate lending, the Association originates consumer loans, including loans
secured by deposit accounts, automobile loans, and unsecured loans.

                                       -2-

<PAGE>   3

     LOAN PORTFOLIO COMPOSITION.  The following table presents certain
information in respect to the composition of the Association's loan portfolio at
the dates indicated:

<TABLE>
<CAPTION>

                                                                          At December 31,
                                           ----------------------------------------------------------------------------
                                                    2000                       1999                      1998
                                           -----------------------    -----------------------   -----------------------
                                                       Percent of                 Percent of                Percent of
                                           Amount      total loans    Amount      total loans   Amount      total loans
                                           ------      -----------    ------      -----------   ------      -----------
                                                                       (Dollars in thousands)
<S>                                          <C>           <C>         <C>           <C>         <C>           <C>
Real estate loans:
   One- to four-family                       $22,468       90.10%      $21,766       87.55%      $20,238       80.60%
   Nonresidential                                579        2.32           704        2.83           585        2.33
   Land                                           36         .14             5         .02             1        0.01
   Construction                                  550        2.21           993        3.99           708        2.82
Consumer loans:
   Automobiles                                   862        3.46         1,070        4.30         1,315        5.24
   Savings accounts                              110         .44           193         .78           355        1.41
   Other                                          63         .25           112         .45         1,870        7.45
Commercial loans                                 270        1.08            19         .08            36        0.14
                                           ---------    --------      ----------  ---------     ----------  --------

       Total loans                            24,938      100.00%       24,862      100.00%       25,108      100.00%
                                                          ======                    ======                    ======

Less:
   Loans in process                              157                       595                       367
   Deferred loan fees                            (23)                      (15)                        5
   Allowance for loan losses                     140                       141                       141
                                           ----------                 ---------                 ---------

       Total loans, net                      $24,664                   $24,141                   $24,595
                                             =======                   =======                   =======

</TABLE>

     LOAN MATURITY. The following table sets forth certain information as of
December 31, 2000, regarding the dollar amount of loans maturing in the
Association's portfolio based on their contractual terms to maturity. Demand
loans and other loans having no stated schedule of repayments or no stated
maturity are reported as due in one year or less. Mortgage loans originated by
the Association in its portfolio generally include due-on-sale clauses that
provide the Association with the contractual right to deem the loan immediately
due and payable in the event the borrower transfers the ownership of the
property without the Association's consent. The table does not include the
effects of possible prepayments or scheduled repayments.

<TABLE>
<CAPTION>

                        During the year    Due 1-3       Due 3-5      Due 5-10     Due 10-20    Due over
                            ending          years         years         years        years      20 years
                          December 31,      after         after         after        after        after
                             2001          12/31/01      12/31/01     12/31/01     12/31/01     12/31/01     Total
                          ------------     --------      --------     --------     --------     --------     -----
                                                            (Dollars in thousands)

<S>                           <C>            <C>         <C>            <C>         <C>          <C>         <C>
Real estate loans:
   One- to four-family        $  16          $408        $  539         $5,626      $11,897      $3,982      $22,468
   Nonresidential                 6            53            15              9          353         143          579
   Land                           -             4             -             32            -           -           36
   Construction                   -             -             -            246            -         304          550
Consumer loans                  135           334           490             76            -           -        1,035
Commercial loans                  1             4             42           223            -           -          270
                            -------       -------      ---------      --------    ---------    --------     --------
       Total                   $158          $803        $1,806         $6,212      $12,250      $4,429      $24,938
                               ====          ====        ======         ======      =======      ======      =======
</TABLE>

                                       -3-

<PAGE>   4

     The following table sets forth the dollar amounts of all loans
contractually due after December 31, 2001, and shows the amount of such loans
which have predetermined interest rates and which have floating or adjustable
interest rates:

<TABLE>
<CAPTION>

                                                                      Fixed            Adjustable
                                                                      Rates              Rates               Total
                                                                     -------            -------              -----
                                                                                 (Dollars in thousands)
<S>                                                                 <C>                 <C>               <C>
        Real estate loans:
           One- to four-family                                       $20,775             $1,677            $22,452
           Nonresidential                                                573                  -                573
           Land                                                           36                  -                 36
           Construction                                                  550                  -                550
        Consumer loans                                                   900                  -                900
        Commercial loans                                                 269                  -                269
                                                                     -------             ------            -------
               Total                                                 $23,103             $1,677            $24,780
                                                                     =======             ======            =======
</TABLE>

     LOANS SECURED BY ONE- TO FOUR-FAMILY REAL ESTATE. The principal lending
activity of the Association is the origination of conventional loans secured by
first mortgages on one- to four-family residences, primarily single-family
residences located within the Association's primary market area. At December 31,
2000, the Association's one- to four-family residential real estate loans
totaled approximately $22.5 million, or 90.10% of total loans.

     OTS regulations and Ohio law limit the amount which the Association may
lend in relationship to the appraised value of the real estate and improvements
which will secure the loan at the time of loan origination. In accordance with
such regulations, the Association makes loans on one- to four-family residences
of up to 80% of the value of the real estate and improvements thereon (the
"LTV").

     The Association currently offers fixed-rate loans with terms of up to 25
years, though most loans are originated with terms of 15 years. The Association
does offer adjustable-rate mortgage loans ("ARMs") for terms of up to 25 years,
but has originated very few ARMs since 1990. The maximum interest rate
adjustment period on the ARMs is five years, but can be any number of years less
than five. The interest rate adjustments on ARMs presently offered by the
Association are indexed to the quarterly National Average Cost of Funds to
SAIF-Insured Institutions. Rate adjustments are computed by adding a stated
margin, typically 2% to the index, with a maximum adjustment of 5% over the term
of the loan.

     The Association has purchased interests in loans from other Ohio financial
institutions at times when there was low loan demand in the Association's
primary market area. Such purchases consist of fixed-rate loans which meet the
Association's underwriting standards. The Association's loan portfolio includes
two participation interests in several single-family loans secured by properties
located in Columbus, Ohio. At December 31, 2000, the outstanding balance of
participation loans purchased, which is included in the one- to four-family
loans, was $2.0 million, or 8.1% of the Association's total loan portfolio.

     LOANS SECURED BY MULTIFAMILY RESIDENCES. The Association originates a
limited number of loans secured by multifamily properties, which contain more
than four units. Multifamily loans are offered with fixed rates of interest for
terms of up to 25 years and have LTVs of up to 75%.

     Multifamily lending is generally considered to involve a higher degree of
risk than one- to four-family residential lending because the borrower typically
depends upon income generated by the project to cover operating expenses and
debt service. The profitability of a project can be affected by economic
conditions, government policies, and other factors beyond the control of the
borrower. The Association attempts to reduce the risk associated with
multifamily lending by evaluating the creditworthiness of the borrower and the
projected income from the project and by obtaining personal guarantees on loans
made to corporations and partnerships. The Association requires borrowers to
agree to submit financial statements annually to enable the Association to
monitor the loan and requires an assignment of rents.

     NONRESIDENTIAL REAL ESTATE. The Association also originates a limited
number of loans for the purchase of nonresidential real estate. The
Association's nonresidential real estate loans have fixed rates, terms of up to
25 years,


                                      -4-
<PAGE>   5

and LTVs of up to 80%. A church and a funeral home are among the properties
securing nonresidential real estate loans in the Association's primary market
area.

        Nonresidential real estate lending is generally considered to involve a
higher degree of risk than residential lending due to the relatively larger loan
amounts and the effects of general economic conditions on the successful
operation of income-producing properties. The Association has endeavored to
reduce such risk by evaluating the credit history of the borrower, the location
of the real estate, the financial condition of the borrower, the quality and
characteristics of the income stream generated by the property, and the
appraisals supporting the property's valuation.

        At December 31, 2000, approximately $579,000, or 2.32% of the
Association's total loans, were secured by mortgages on nonresidential real
estate.

        LAND LOANS. The Association also originates a limited number of loans
secured by single-family land lots. The Association's land loans are generally
three year amortizing loans and require an LTV of 75% or less. At December 31,
2000, there were three land loans made to individuals intending to construct and
occupy a single family residence on the property of approximately $36,000, or
 .14% of the Association's total loans.

        CONSTRUCTION LOANS. The Association originates a limited number of loans
for the construction of single-family residential real estate. Construction
loans are structured as permanent loans with fixed rates of interest and terms
of up to 25 years. During the first six months, while the residence is being
constructed, the borrower is required to pay interest only. Construction loans
have LTVs of up to 80%, with the value of the land counting as part of the
owner's equity. At December 31, 2000, the Association has approximately
$550,000, or 2.21% of its total loans, invested in construction loans.

        CONSUMER LOANS. The Association originates various types of consumer
loans, including home improvement loans, secured by savings accounts and motor
vehicles and unsecured loans. Consumer loans are made at fixed rates of
interest. Consumer loans secured by a deposit or savings account are made at an
interest rate that is 2% above the rate paid on the underlying deposit account.
Automobile loans are originated with terms of up to six years for new
automobiles and up to three years for used automobiles. All automobile loans are
originated directly by the Association.

        The Association also makes closed-end home equity loans in an amount
which, when added to the prior indebtedness secured by the real estate, does not
exceed 80% of the estimated value of the real estate. Home equity loans are
secured by real estate. The Association does not offer home equity loans with a
line-of-credit feature.

        Consumer loans may entail greater credit risk than do residential
mortgage loans. The risk of default on consumer loans increases during periods
of recession, high unemployment, and other adverse economic conditions. Although
the Association has not had significant delinquencies on consumer loans, no
assurance can be provided that delinquencies will not increase.

        At December 31, 2000, the Association had approximately $1.0 million, or
4.15% of its total loans, invested in consumer loans.

        COMMERCIAL LOANS. The Association has occasionally made commercial loans
to businesses in its primary market area. At December 31, 2000, the Association
had approximately $270,000, or 1.08% of total loans, invested in six commercial
loans. One loan was made to a local village, while the remaining loans were made
to local businesses. Five of the loans are secured by vehicles and one loan is
unsecured.

        LOAN SOLICITATION AND PROCESSING. Loan originations are generally
obtained from existing customers and members of the local community and from
referrals from real estate brokers, lawyers, accountants, and current and former
customers. The Association also advertises in the local print media and
periodically advertises on radio and television.

        In underwriting real estate loans, the Association typically obtains a
credit report, verification of employment, and other documentation concerning
the creditworthiness of the borrower. An appraisal of the fair market value of
the real estate that will be given as security for the loan is prepared by a
certified fee appraiser approved by the Board of Directors. Upon the completion
of the appraisal and the receipt of information on the credit history of the
borrower, the application for a loan is submitted for review in accordance with
the Association's underwriting guidelines which are



                                      -5-
<PAGE>   6


established annually by the Board of Directors. The President of the Association
has authority to approve loans of less than $100,000. Loans for amounts greater
than $100,000 must be approved by the full Board of Directors of the
Association, which meets twice a month.

        Borrowers are required to carry satisfactory fire and casualty insurance
and flood insurance, if applicable, and to name the Association as an insured
mortgagee. The Association obtains an attorney's opinion of title.

        The procedure for approval of construction loans is the same as for
permanent real estate loans, except that an appraiser evaluates the building
plans, construction specifications, and estimates of construction costs. The
Association also evaluates the feasibility of the proposed construction project
and the experience and record of the builder. Once approved, the construction
loan is disbursed in installments based upon periodic inspections of
construction progress.

        Consumer loans are underwritten on the basis of the borrower's credit
history and an analysis of the borrower's income and expenses, ability to repay
the loan, and the value of the collateral, if any. The President of the
Association has authority to approve secured consumer loans of up to $50,000,
and unsecured consumer loans of up to $25,000. The Assistant Vice President and
the Loan Manager of the Association each have the authority to approve
applications for secured consumer loans up to $25,000 and for unsecured loans up
to $10,000 and $2,000, respectively.

        LOAN ORIGINATIONS AND PARTICIPATIONS. Currently, the Association is
originating fixed-rate loans for its portfolio and not with the intention of
selling such loans in the secondary market. The Association occasionally
purchases participation interests in fixed-rate loans originated by other
financial institutions which meet the Association's underwriting standards.
Typically, the Association purchases a 90% interest in the loan, with the seller
retaining a 10% interest and the servicing of the loan. At December 31, 2000,
the outstanding balance of participation loans purchased, which is included in
the one- to four-family loans, was $2.0 million, or 8.1% of the Association's
total loan portfolio. See "Loans Secured by One- to Four-Family Real Estate."

        The following table presents the Association's total loan origination,
participation, and repayment activity for the periods indicated:
<TABLE>
<CAPTION>

                                                                                    Year Ended December 31,
                                                                          ----------------------------------------
                                                                          2000               1999             1998
                                                                          ----               ----             ----
                                                                                  (Dollars in thousands)
<S>                                                                        <C>                <C>              <C>
        Total gross loans receivable at beginning
           of period                                                     $24,862            $25,108          $24,590

        Loans originated:
          Real estate:
            One- to four-family                                            2,897              1,999            2,342
            Multifamily                                                        -                  -                -
            Land                                                              57                  -                -
            Nonresidential                                                     -                200               10
            Construction                                                     412                795              734
          Consumer                                                           940              1,481            1,369
          Commercial                                                         223                 15                -
                                                                           -----              -----            -----
               Total loans originated                                      4,529              4,490            4,455

        Loan participations:
          One- to four-family                                                  -                  -                -

        Loan principal repayments                                         (4,452)            (4,736)          (3,824)
        Charge-offs                                                           (1)                 -              (42)
        Foreclosures                                                            -                  -             (71)
                                                                           -----              -----            -----

               Net loan activity                                              76               (246)             518
                                                                           -----              -----            -----

        Total gross loans receivable at end of
           period                                                        $24,938            $24,862          $25,108
                                                                         =======            =======          =======

</TABLE>

        The Association issues written commitments to prospective borrowers on
all approved mortgage loans which expire within 30 days of the date of issuance
and charges an application fee. In some instances, commitments may be

                                      -6-
<PAGE>   7

renewed or extended. At December 31, 2000, the Association had $235,000 of
outstanding commitments to originate loans and $157,000 in undisbursed funds
related to construction loans. Management believes that less than 1% of loan
commitments expire without being funded.

        LOANS TO ONE BORROWER LIMITS. OTS regulations generally limit the
aggregate amount that a savings association may lend to any borrower to an
amount equal to 15% of the Association's unimpaired capital and unimpaired
surplus (the "Lending Limit Capital"). A savings association may lend to one
borrower an additional amount not to exceed 10% of the Association's Lending
Limit Capital if the additional amount is fully secured by certain forms of
"readily marketable collateral." Real estate is not considered "readily
marketable collateral." In applying this limit, the regulations require that
loans to certain related or affiliated borrowers be aggregated. An exception to
this limit permits loans of any type to one borrower of up to $500,000.

        Based on such limits, the Association was able to lend approximately
$919,000 to one borrower at December 31, 2000. The maximum amount that the
Association will lend to one borrower, however, is $500,000. The largest amount
the Association had outstanding to one borrower at December 31, 2000, was
$294,000, which consisted of one loan secured by real property. At December 31,
2000, the loans were performing in accordance with their terms.

        LOAN ORIGINATION AND OTHER FEES. The Association realizes loan
origination fees and other fee income from its lending activities. In addition,
the Association realizes income from late payment charges, application fees, and
fees for other miscellaneous services.

        Loan origination fees and other fees are a volatile source of income,
varying with the volume of lending, loan repayments, and general economic
conditions. All nonrefundable loan origination fees and certain direct loan
origination costs are deferred and recognized in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 91 as an adjustment to yield over
the life of the related loan.

        DELINQUENT LOANS, NONPERFORMING ASSETS, AND CLASSIFIED ASSETS. The
Association attempts to maintain a high level of asset quality through sound
underwriting policies and efficient collection practices.

        To discourage late payments, the Association charges a late fee of 5% of
the payment amount after 15 days for loans originated since January 1, 1990.
When a loan is 30 days past due, the borrower is sent a delinquency notice and a
personalized letter and one of the Association's loan personnel will telephone
the borrower. When a loan becomes 60 days delinquent, additional contacts are
made and the loan is generally referred to an attorney for foreclosure, unless a
repayment schedule has been established.

        Loans are reviewed on a monthly basis and are placed on nonaccrual
status when collection in full is considered doubtful by management. Generally,
loans past due more than 90 days as to principal or interest are placed on
nonaccrual status. Interest accrued and unpaid at the time a loan is placed on
nonaccrual status is charged against interest income. Subsequent cash payments
are generally applied to interest income unless, in the opinion of management,
the collection of principal and interest is doubtful. In those cases, subsequent
cash payments would be applied to principal.

        The following table reflects the amount of loans in a delinquent status
as of the dates indicated:
<TABLE>
<CAPTION>

                                                              At December 31,
                          ---------------------------------------------------------------------------------------------
                                     2000                            1999                             1998
                          ---------------------------    -----------------------------    -----------------------------
                                              Percent                          Percent                          Percent
                                             of Total                         of Total                         of Total
                          Number    Amount    Loans      Number     Amount     Loans      Number     Amount      Loans
                          ------    ------   --------    ------     ------    --------    ------     ------    -------
                                                             (Dollars in thousands)
<S>    <C>                   <C>      <C>       <C>         <C>      <C>         <C>          <C>      <C>        <C>
Loans delinquent for:
  30 - 59 days               14       $236      0.95%       25       $433        1.74%        5        $54        0.22%
  60 - 90 days                1         35      0.14         3         52        0.21         -          -        0.00
                            ---     ------      ----       ---     ------        ----        --     ------        ----
   Total delinquent
    loans                    15       $271      1.09%       28       $485        1.95%        5        $54        0.22%
                             ==       ====      ====        ==       ====        ====        ==        ===        ====
</TABLE>


        Nonperforming assets include nonaccruing loans, accruing loans which are
delinquent more than 90 days, real estate acquired by foreclosure or by
deed-in-lieu thereof, in-substance foreclosures, and repossessed assets. The
Association did not have any nonperforming assets at December 31, 2000, 1999 and
1998.

        Real estate acquired in settlement of loans is classified separately on
the balance sheet at the lower of the recorded investment in the property or its
fair value minus estimated costs of sale. Prior to foreclosure, the loan is
written down to the value of the underlying collateral by a charge to the
allowance for loan losses, if necessary. Any

                                      -7-
<PAGE>   8

subsequent write-downs are charged against operating expenses. Operating
expenses of such properties, net of related income or loss on disposition, are
included in other expenses. At December 31, 2000, the Association had no real
estate acquired in settlement of loans.

        The Association classifies its assets on a regular basis in accordance
with federal regulations. Problem assets are classified as "substandard,"
"doubtful", or "loss." "Substandard" assets have one or more defined weaknesses
and are characterized by the distinct possibility that the Association will
sustain some loss if the deficiencies are not corrected. "Doubtful" assets have
the same weaknesses as "substandard" assets, with the additional characteristics
that (i) the weaknesses make collection or liquidation in full, on the basis of
currently existing facts, conditions, and values, questionable and (ii) there is
a high possibility of loss. An asset classified "loss" is considered
uncollectible and of such little value that its continuance as an asset of the
Association is not warranted. In addition, federal regulations also contain a
"special mention" category consisting of assets which do not currently expose an
institution to a different degree of risk to warrant classification, but which
possess credit deficiencies or potential weaknesses deserving management's close
attention. The Association did not have any classified assets at December 31,
2000, 1999 or 1998.

        The Association establishes a general allowance for loan losses for any
loan classified as substandard or doubtful. If an asset, or portion thereof, is
classified as loss, the Association establishes a specific allowance for loss in
the amount of $100% of the portion of the asset classified loss or charges off
the portion of any real estate loan deemed to be uncollectible. See "Allowance
for Loan Losses."

        The Association analyzes each classified asset on a monthly basis to
determine whether changes in the classifications are appropriate under the
circumstances. Such analysis focuses on a variety of factors, including the
amount of any delinquency and the reasons for the delinquency, if any, the use
of the real estate securing the loan, the status of the borrower, and the
appraised value of the real estate. As such factors change, the classification
of the asset will change accordingly. At December 31, 2000, the Association had
classified $35,000 of assets as special mention.

        ALLOWANCE FOR LOAN LOSSES. Management reviews on a quarterly basis the
allowance for loan losses as it relates to a number of relevant factors,
including, but not limited to, growth and changes in the composition of the loan
portfolio, trends in the level of delinquent and problem loans, current and
anticipated economic conditions in the primary lending area, past loss
experience, and possible losses arising from specific problem assets.

        While management believes that it uses the best information available to
determine the allowance for loan losses, unforeseen market conditions could
result in adjustments and net income could be significantly affected if
circumstances differ substantially from the assumptions used in making the final
determination. In addition, the Association's determination as to the amount of
its allowance for loan losses is subject to review by the OTS as part of its
examination process, which may result in the establishment of an additional
allowance based upon the judgment of the OTS after a review of the information
available at the time of the OTS examination.

        The following table sets forth an analysis of the Association's
allowance for loan losses for the periods indicated:
<TABLE>
<CAPTION>

                                                                                     Year Ended December 31,
                                                                           ----------------------------------------
                                                                           2000               1999             1998
                                                                           ----               ----             ----
                                                                                    (Dollars in thousands)

<S>                                                                        <C>                <C>              <C>
Balance at beginning of year                                               $141               $141             $141

Charge-offs                                                                  (1)                 -              (42)
Recoveries                                                                    -                  -                1
                                                                        -------            -------          -------
   Net (charge-offs) recoveries                                              (1)                 -              (41)
                                                                         ------            -------            -----

Provision for loan losses                                                     -                  -               41
                                                                        -------            -------           ------

Balance at end of year                                                     $140               $141             $141
                                                                           ====               ====             ====
Ratio of net (charge-offs) recoveries to average
  loans outstanding during the year                                       (0.01)%              N/A            (0.16)%

Ratio of allowance for loan losses to total loans                          0.56%              0.57%            0.56%

</TABLE>

                                      -8-
<PAGE>   9

        The following table sets forth the allocation of the allowance for loan
losses by category. The allocations are based on management's assessment of the
risk characteristics of each of the components of the total loan portfolio and
is subject to changes as and when the risk factors of each such component
changes. The allocation is not indicative of either the specific amounts or the
loan categories in which future charge-offs may be taken, nor should it be taken
as an indicator of future loss trends. The allocation of the allowance to each
category is not necessarily indicative of future loss in any particular category
and does not restrict the use of the allowance to absorb losses in any category.

<TABLE>
<CAPTION>
                                                                   At December 31,
                                         2000                            1999                             1998
                              ----------------------------    ---------------------------    ---------------------------
                                         Percent of loans               Percent of loans                Percent of loans
                                         In each category               in each category                in each category
                              Amount      to total loans      Amount      to total loans     Amount      to total loans
                              -------   ------------------    -------   -----------------    -------   -----------------
                                                               (Dollars in thousands)
<S>                             <C>           <C>               <C>           <C>              <C>           <C>
Real estate:
   One- to four-family          $132          90.10%            $132          87.55%           $117          80.60%
   Multifamily                     -           0.00                -           0.00               -           0.00
   Nonresidential                  2           2.32                2           2.83               2           2.33
   Construction                    -           2.21                -           3.99               -           2.82
   Land                            -            .14                -           0.02               -           0.00
Consumer                           -           1.08                -           0.08               -           0.15
Commercial                         -           1.08                -           0.08               -           0.15
                               -----         ------           ------         ------          ------         ------

       Total                    $140         100.00%            $141         100.00%           $141         100.00%
                               =====         ======           ======         ======          ======         ======
</TABLE>


INVESTMENT ACTIVITIES

        GENERAL. Federal regulation and Ohio law permit the Association to
invest in various types of investment securities, including interest-bearing
deposits in other financial institutions, U.S. Treasury and agency obligations,
mortgage-backed securities, and certain other specified investments. The Board
of Directors of the Association has adopted an investment policy which
authorizes management to make investments in U.S. Treasury obligations, U.S.
Government and agency securities, municipal obligations, mortgage-backed
securities, deposits in the FHLB, certificates of deposit in federally-insured
financial institutions, and federal funds at commercial banks. The Association's
investment policy is designed primarily to provide and maintain liquidity within
regulatory guidelines, to maintain a balance of high quality investments to
minimize risk, and to maximize return without sacrificing liquidity and safety.
See "REGULATION."

        The Association's securities available-for-sale and investment
securities held-to-maturity at December 31, 2000, did not contain securities of
any issuer with an aggregate book value in excess of 10% of the Association's
equity, excluding those issued by the U.S. Government or its agencies. As of
December 31, 2000, the Association's investment portfolio was comprised of FHLB
stock, U.S. Government and agency securities, mortgage-backed securities, and
stock of a service provider, with an aggregate fair value of $4.3 million.

        At December 31, 2000, the Association held mortgage-backed securities in
its held-to-maturity investment portfolio with an amortized cost of $377,000.
The average yield on mortgage-backed securities at December 31, 2000, was 9.26%.
The Association's mortgage-backed securities at December 31, 2000, were all
issued by the Government National Mortgage Association (the "GNMA") or the
Federal Home Loan Mortgage Corporation (the "FHLMC"), representing participation
interests in direct pass-through pools of long-term mortgage loans originated
and serviced by the issuers of the securities. Expected maturities will differ
from contractual maturities due to scheduled repayments and because borrowers
may have the right to call or prepay obligations with or without prepayment
penalties.


                                      -9-
<PAGE>   10

        The following table sets forth the composition of the Association's
interest-bearing deposits and investment securities portfolio, including those
designated as available-for-sale, at the dates indicated:

<TABLE>
<CAPTION>
                                                                     At December 31,
                                      --------------------------------------------------------------------------
                                                 2000                     1999                     1998
                                      -----------------------   -----------------------    ---------------------
                                       Carrying       Fair       Carrying       Fair       Carrying       Fair
                                         Value        Value        Value        Value        Value        Value
                                      -----------    --------   ---------     ---------    ---------     -------
                                                                 (Dollars in thousands)
<S>                                     <C>          <C>         <C>            <C>          <C>          <C>
Interest-bearing deposits               $2,237       $2,237      $4,255         $4,255       $4,792       $4,792
Interest-bearing time deposits             500          500         400            400        3,100        3,100
Investment securities:
   Held-to-maturity:
      U.S. Government and
        federal agencies                 3,498        3,444       3,198          2,988          300          307
      Mortgage-backed
        securities                         377          395         496            522          667          712
   Available-for-sale:
      FHLB stock                           430          430         400            400          374          374
      Intrieve, Inc. stock                  15           15          15             15           15           15
                                      --------     --------    --------       --------     --------     --------

            Total                       $7,057       $7,021      $8,764         $8,580       $9,248       $9,300
                                        ======       ======      ======         ======       ======       ======
</TABLE>


        The maturities of the Association's interest-bearing deposits and
investment securities (excluding mortgage-backed securities) at December 31,
2000, are indicated in the following table:
<TABLE>
<CAPTION>
                                                                December 31, 2000
                           -------------------------------------------------------------------------------------------------------
                           One year or less  One to five years  Five to ten years  More than ten years Total Investment Securities
                           ----------------  -----------------  -----------------  ------------------- ---------------------------
                          Carrying  Average  Carrying  Average  Carrying  Average  Carrying  Average    Carrying           Market
                           Value    Yield      Value    Yield     Value    Yield     Value    Yield       Value    Yield    Value
                          --------  -------  --------  -------  --------  -------  --------  -------    --------  ------   ------
<S>                       <C>        <C>      <C>       <C>      <C>        <C>      <C>      <C>       <C>       <C>     <C>
Interest-bearing deposits  $2,237    6.26%    $   -     0.00%    $    -      0.00%    $   -    0.00%     $2,237    6.26%   $2,237
Interest-bearing time         200    6.60       300     7.37          -      0.00         -    0.00         500    7.06       500
   deposits
Investment securities:
   U.S. Government and
     federal agencies         100    6.00       400     6.90        600      6.46     2,398    6.80       3,498    6.73     3,444
   Intrieve, Inc. stock        15    0.00         -     0.00          -      0.00         -    0.00          15    0.00        15
   FHLB stock                 430    7.40         -     0.00          -      0.00              0.00         430    7.40       430
                          -------           -------             -------            --------             -------           -------

            Total          $2,982    6.41%     $700     7.10%      $600      6.46%   $2,398    6.80%     $6,680    6.63%   $6,626
                           ======              ====                ====              ======              ======

</TABLE>

        The maturities of the Association's mortgage-backed securities portfolio
are indicated in the following tables:
<TABLE>
                                                       At December 31, 2000
                           After one              After five
  One year or less     through five years      through ten years        After ten years              Total
-------------------   --------------------   ---------------------    -------------------   ------------------------
Carrying    Average   Carrying     Average   Carrying      Average    Carrying    Average   Carrying          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>
   $2       9.50%         $-        0.00%      $40           9.54%      $334       9.47%       $377    9.48%   $395
</TABLE>

DEPOSITS AND BORROWINGS

        GENERAL. Deposits have traditionally been the primary source of the
Association's funds for use in lending and other investment activities. In
addition to deposits, the Association derives funds from interest payments and
principal repayments on loans and income on earning assets. Loan payments are a
relatively stable source of funds, while deposit inflows and outflows fluctuate
in response to general interest rates and money market conditions. The
Association may also borrow funds from the FHLB as a source of funds.

        DEPOSITS. Deposits are attracted principally from within the
Association's market area through the offering of a selection of deposit
instruments, including regular passbook savings accounts, NOW accounts, money
market accounts, and certificates of deposit. Interest rates paid, maturity
terms, service fees, and withdrawal penalties for the various



                                      -10-
<PAGE>   11


types of accounts are monitored weekly by the President and reviewed monthly by
the Board of Directors of the Association. The Association does not use brokers
to attract deposits. The amount of deposits from outside the Association's
market area is not significant.

        The following table sets forth the dollar amount of deposits in the
various types of accounts offered by the Association at the dates indicated:
<TABLE>
<CAPTION>

                                                                      At December 31,
                                        -----------------------------------------------------------------------
                                                 2000                      1999                     1998
                                        ----------------------    ----------------------     -----------------
                                                    Percent of                Percent of                 Percent of
                                                       total                     total                      total
                                           Amount    deposits        Amount    deposits        Amount     deposits
                                           ------    --------        ------    --------        ------     --------
                                                                  (Dollars in thousands)
<S>                         <C>          <C>            <C>        <C>            <C>         <C>
Transaction accounts:
   Regular savings accounts (1)          $  9,459       38.63%     $  9,826       38.47%      $9,686        38.06%
   NOW and Super NOW
    accounts (2)                            1,519        6.20         1,462        5.73         1,227        4.82
   Money market accounts (3)                1,402        5.73         1,821        7.13         2,136        8.39
                                         --------    --------      --------   ---------       -------    --------

        Total transaction
          accounts                         12,380       50.56        13,109       51.33        13,049       51.27
                                         --------       -----      --------    --------       -------    --------

Certificates of deposit
   3.01 - 5.00%                             4,766       19.46         7,476       29.27         5,866       23.05
   5.01 - 7.00%                             7,237       29.55         4,956       19.40         6,535       25.68
   7.01 - 9.00%                               106        0.43             -        0.00             -        0.00
                                         --------   ---------      --------   ---------         -----   ---------

        Total certificates of
          deposit (4)                      12,109       49.44        12,432       48.67        12,401       48.73
                                         --------     -------      --------     -------       -------   ---------

        Total deposits                   $ 24,489      100.00%     $ 25,541      100.00%      $25,450      100.00%
                                         ========      ======      ========      ======       =======   =========
</TABLE>


(1)  The weighted average rate on passbook savings accounts was 3.0% at December
     31, 2000, 1999, and 1998, respectively.

(2)  The  weighted  average  rate on NOW and  Super  NOW  accounts  was 1.75% at
     December 31, 2000, 1999, and 1998, respectively.

(3)  The weighted  average  rate on money market  accounts was 2.75% at December
     31, 2000, 1999, and 1998, respectively.

(4)  The weighted average rate on all certificates of deposit was 5.62%,  4.96%,
     and 5.07% at December 31, 2000, 1999, and 1998, respectively.


        The following table shows rate and maturity information for the
Association's certificates of deposit at December 31, 2000:
<TABLE>
<CAPTION>

                                                                       Amount Due
                                        ----------------------------------------------------------------------
                                                         Over             Over
                                          Up to        1 year to       2 years to       Over
        Rate                            one year        2 years         3 years        3 years         Total
        ----                            --------       ---------       ---------      ---------      ---------
                                                                 (Dollars in thousands)
<C>      <C>                              <C>             <C>            <C>            <C>          <C>
3.01% to 5.00%                            $ 3,367         $  821         $218           $ 361        $  4,767
5.01% to 7.00%                              5,837          1,045          228             125           7,235
7.01% to 9.00%                                100              6            -               -             106
                                          -------         ------       ------         -------          ------

        Total certificates of deposit     $ 9,304         $1,872         $446           $ 486        $ 12,108
                                          =======         ======         ====           =====        ========
</TABLE>


                                      -11-
<PAGE>   12


        At December 31, 2000, approximately $9.3 million of the Association's
certificates of deposit mature within one year. Based on past experience and the
Association's prevailing pricing strategies, management believes that a
substantial percentage of such certificates will be renewed with the Association
at maturity. If, however, the Association is unable to renew the maturing
certificates for any reason, borrowings of up to $8.6 million are available from
the FHLB of Cincinnati.

        The following table presents the amount of the Association's
certificates of deposit of $100,000 or more by the time remaining until maturity
at December 31, 2000:

           Maturity                                Amount
                                           (Dollars in thousands)

       Three months or less                        $  399
       Over 3 months to 6 months                      363
       Over 6 months to 12 months                     544
       Over 12 months                                 105
                                                   ------

            Total                                  $1,411
                                                   ======


        The majority of the above certificates of deposit are held by long-time
depositors at the Association and management believes that a substantial
percentage of such certificates will be renewed with the Association at
maturity.

        The following table sets forth the Association's deposit account balance
activity for the periods indicated:
<TABLE>
<CAPTION>

                                                                               Year Ended December 31,
                                                                       -------------------------------------
                                                                        2000           1999           1998
                                                                       -------        -------        -------
                                                                               (Dollars in thousands)
<S>                                                                    <C>             <C>             <C>
Beginning balance                                                      $25,541         $25,450         $26,333
Net increase (decrease) before interest credited                        (2,055)           (903)         (1,909)
Interest credited                                                        1,003             994           1,026
                                                                     ---------       ---------       ---------

  Ending balance                                                       $24,489         $25,541         $25,450
                                                                       =======         =======         =======

  Net increase (decrease)                                              $(1,052)     $       91         $  (833)
                                                                       =======      ==========         =======
</TABLE>


        BORROWINGS. The FHLB system functions as a central reserve bank
providing credit for its member institutions and certain other financial
institutions. See "REGULATION - Federal Home Loan Banks." As a member in good
standing of the FHLB of Cincinnati, the Association is authorized to apply for
advances from the FHLB of Cincinnati, provided certain standards of
creditworthiness have been met. Under current regulations, an association must
meet certain qualifications to be eligible for FHLB advances. The extent to
which an association is eligible for such advances will depend upon whether it
meets the Qualified Thrift Lender (the "QTL") test. See "REGULATION - Office of
Thrift Supervision -- Qualified Thrift Lender Test." If an association meets the
QTL test, the association will be eligible for such advances only to the extent
it holds specified QTL test assets. At December 31, 2000, the Association was in
compliance with the QTL test. During the years ending December 31, 2000, 1999,
and 1998, the Association did not utilize FHLB advances.

        During the year ended December 31, 1999, the Association had short-term
borrowings with two local financial institutions with average balances of
$69,000. The total balance outstanding of $893,000 at December 31, 1998 was paid
during the year ended December 31, 1999.

COMPETITION

        The Association faces competition for deposits and loans from branches
of two large independent commercial banks located in Bridgeport and branches of
two larger independent commercial banks and one branch of a super-regional
commercial bank in Shadyside. In addition, competing financial institutions
exist in surrounding communities located in the Association's market area. The
primary factors in competition for deposits are customer service and convenience
of office location. The Association competes for loan originations primarily
through the interest rates and loan fees it charges and through the efficiency
and quality of services it provides to borrowers. Competition is intense


                                      -12-
<PAGE>   13

and is affected by, among other things, the general availability of lendable
funds, general and local economic conditions, current interest rate levels, and
other factors which are not readily predictable. The Association does not offer
all of the products and services offered by some of its competitors,
particularly commercial banks.

EMPLOYEES

        At December 31, 2000, the Association had 13 full-time employees and no
part-time employees. The Association believes that relations with its employees
are excellent. The Association offers health, life, and disability benefits to
all employees and has a defined benefit pension plan and a 401(k) plan for its
eligible full-time employees. None of the employees of the Association are
represented by a collective bargaining unit.

                                   REGULATION

GENERAL

         OSFS is a savings and loan holding company within the meaning of the
Home Owners Loan Act, as amended (the "HOLA"). Consequently, OSFS is subject to
regulation, examination and oversight by the OTS and must submit periodic
reports to the OTS concerning its activities and financial condition. In
addition, as a corporation organized under Ohio law, OSFS is subject to
provisions of the Ohio Revised Code applicable to corporations generally.

         As a savings association organized under the laws of the State of Ohio,
the Association is subject to regulatory oversight by the Superintendent of the
Division (the "Ohio Superintendent"). Because the Association's deposits are
insured by the FDIC, the Association is also subject to examination and
regulation by the FDIC. The Association must file periodic reports with the OTS
concerning its activities and financial condition. Examinations are conducted
periodically by the OTS to determine whether the Association is in compliance
with various regulatory requirements and is operating in a safe and sound
manner. The Association is a member of the FHLB of Cincinnati.

         On November 12, 1999, the Gramm-Leach-Bliley Act (the "GLB Act") was
enacted into law. Prior to the GLB Act, unitary savings and loan holding
companies which met certain requirements were the only financial institution
holding companies that were permitted to engage in any type of business
activity, whether or not the activity was a financial service. The GLB Act
continues those broad powers for unitary thrift holding companies in existence
on May 4, 1999, including OSFS.

         The GLB authorizes a new "financial holding company," which can own
banks and thrifts and which is also permitted to engage in a variety of
financial activities, including insurance and securities underwriting and agency
activities, as long as the depository institutions it owns are well capitalized,
well managed and meet certain other tests.

         The GLB Act is not expected to have a material effect on the activities
in which OSFS and the Association currently engage, except to the extent that
competition from other types of financial institutions may increase as they
engage in activities not permitted prior to enactment of the GLB Act.

OFFICE OF THRIFT SUPERVISION

         GENERAL. The OTS is an office of the Department of the Treasury and is
responsible for the regulation and supervision of all federally-chartered
savings associations and all other savings associations the deposits of which
are insured by the FDIC in the Savings Association Insurance Fund ("SAIF"). The
OTS issues regulations governing the operation of savings associations,
regularly examines such associations and imposes assessments on savings
associations based on their asset size to cover the costs of general supervision
and examination. The OTS also may initiate enforcement actions against savings
associations and certain persons affiliated with them for violations of laws or
regulations or for engaging in unsafe or unsound practices. If the grounds
provided by law exist, the OTS may appoint a conservator or receiver for a
savings association.

         Savings associations are subject to regulatory oversight under various
consumer protection and fair lending laws. These laws govern, among other
things, truth-in-lending disclosures, equal credit opportunity, fair credit
reporting and community reinvestment. Failure to abide by federal laws and
regulations governing community reinvestment could limit the ability of an
association to open a new branch or engage in a merger. Community reinvestment
regulations evaluate how well and to what extent an institution lends and
invests in its designated service area, with particular emphasis on low- to
moderate-income communities and borrowers in that area.


                                      -13-
<PAGE>   14



         REGULATORY CAPITAL REQUIREMENTS. The Association is required by OTS
regulations to meet certain minimum capital requirements. All savings
associations must have tangible capital of 1.5% of adjusted total assets, core
capital of 4% of adjusted total assets, except for associations with the highest
examination rating and acceptable levels of risk, and risk-based capital equal
to 8% of risk-weighted assets. Assets and certain off-balance sheet items are
weighted at percentage levels ranging from 0% to 100% depending on their
relative risk.

         The OTS has adopted an interest rate risk component to the risk-based
capital requirement. Pursuant to that requirement, a savings association must
measure the effect of an immediate 200 basis point change in interest rates on
the value of its portfolio as determined under the methodology of the OTS. If
the measured interest rate risk is above the level deemed normal under the
regulation, the association will be required to deduct one-half of such excess
exposure from its total capital when determining its risk-based capital. In
general, an association with less than $300 million in assets and a risk-based
capital ratio in excess of 12% is not subject to the interest rate risk
component, and the Association currently qualifies for such exemption.

         The OTS has adopted regulations governing prompt corrective action to
resolve the problems of capital deficient and otherwise troubled savings
associations. At each successively lower defined capital category, an
association is subject to more restrictive and more numerous mandatory or
discretionary regulatory actions or limits, and the OTS has less flexibility in
determining how to resolve the problems of the institution. In addition, the OTS
generally can downgrade an association's capital category, notwithstanding its
capital level, if, after notice and opportunity for hearing, the association is
deemed to be engaging in an unsafe or unsound practice because it has not
corrected deficiencies that resulted in it receiving a less than satisfactory
examination rating on matters other than capital or it is deemed to be in an
unsafe or unsound condition. All undercapitalized associations must submit a
capital restoration plan to the OTS within 45 days after becoming
undercapitalized. Such associations will be subject to increased monitoring and
asset growth restrictions and will be required to obtain prior approval for
acquisitions, branching and engaging in new lines of business. Furthermore,
critically undercapitalized institutions must be placed in conservatorship or
receivership within 90 days of reaching that capitalization level, except under
limited circumstances. The Association's capital at December 31, 2000, met the
standards for the highest category, a "well-capitalized" institution.

         Federal law prohibits a savings association from making a capital
distribution to anyone or paying management fees to any person having control of
the association if, after such distribution or payment, the association would be
undercapitalized. In addition, each company controlling an undercapitalized
association must guarantee that the association will comply with its capital
plan until the association has been adequately capitalized on an average during
each of four preceding calendar quarters and must provide adequate assurances of
performance. The aggregate liability pursuant to such guarantee is limited to
the lesser of (a) an amount equal to 5% of the association's total assets at the
time the institution became undercapitalized and (b) the amount that is
necessary to bring the association into compliance with all capital standards
applicable to such association at the time the association fails to comply with
its capital restoration plan.

         LIQUIDITY. OTS regulations require that a savings association maintain
an average daily balance of liquid assets (such as cash, certain time deposits,
bankers' acceptances and specified United States Government, state or federal
agency obligations) of not less than 4% of its net withdrawable savings deposits
plus borrowings payable in one year or less computed as of the end of the prior
quarter or based on the average daily balance during the prior quarter. Monetary
penalties may be imposed upon associations failing to meet the liquidity
requirement. The eligible liquidity of the Association at December 31, 2000, was
approximately $6.0 million, or 23.79%.

         QUALIFIED THRIFT LENDER TEST. Savings associations must meet one of two
tests in order to be a qualified thrift lender ("QTL"). The first test requires
a savings association to maintain a specified level of investments in assets
that are designated as qualifying thrift investments ("QTIs"). Generally, QTIs
are assets related to domestic residential real estate and manufactured housing,
although they also include credit card, student and small business loans and
stock issued by any FHLB, the FHLMC or the FNMA. Under the QTL test, 65% of an
institution's "portfolio assets" (total assets less goodwill and other
intangibles, property used to conduct business and 20% of liquid assets) must
consist of QTI on a monthly average basis in nine out of every 12 months. The
second test permits a savings association to qualify as a QTL by meeting the
definition of "domestic building and loan association" under the Internal
Revenue Code of 1986, as amended (the "Code"). In order for an institution to
meet the definition of a "domestic building and loan association" under the
Code, at least 60% of its assets must consist of specified types of property,
including cash, loans secured by residential real estate or deposits,
educational loans and certain governmental obligations. The OTS may grant
exceptions to the QTL tests under certain circumstances. If a savings
association fails to meet one of the

                                      -14-
<PAGE>   15

QTL tests, the association and its holding company become subject to certain
operating and regulatory restrictions. At December 31, 2000, the Association
qualified as a QTL.

         TRANSACTIONS WITH INSIDERS AND AFFILIATES. Loans to executive officers,
directors and principal shareholders and their related interests must conform to
the lending limit on loans to one borrower, and the total of such loans to
executive officers, directors, principal shareholders and their related
interests cannot exceed the association's Lending Limit Capital (or 200% of
Lending Limit Capital for qualifying institutions with less than $100 million in
deposits). Most loans to directors, executive officers and principal
shareholders must be approved in advance by a majority of the "disinterested"
members of the board of directors of the association, with any "interested"
director not participating. All loans to directors, executive officers and
principal shareholders must be made on terms substantially the same as offered
in comparable transactions with the general public or as offered to all
employees in a company-wide benefit program, and loans to executive officers are
subject to additional limitations. The Association was in compliance with such
restrictions at December 31, 2000.

         All transactions between savings associations and their affiliates must
comply with Sections 23A and 23B of the Federal Reserve Act (the "FRA"). An
affiliate of a savings association is any company or entity that controls, is
controlled by or is under common control with the savings association. OSFS is
an affiliate of the Association. Generally, Sections 23A and 23B of the FRA (i)
limit the extent to which a savings association or its subsidiaries may engage
in "covered transactions" with any one affiliate to an amount equal to 10% of
such institution's capital stock and surplus, (ii) limit the aggregate of all
such transactions with all affiliates to an amount equal to 20% of such capital
stock and surplus, and (iii) require that all such transactions be on terms
substantially the same, or at least as favorable to the association, as those
provided in transactions with a non-affiliate. The term "covered transaction"
includes the making of loans, purchasing of assets, issuance of a guarantee and
other similar types of transactions. In addition to the limits in Sections 23A
and 23B, a savings association may not make any loan or other extension of
credit to an affiliate unless the affiliate is engaged only in activities
permissible for a bank holding company and may not purchase or invest in
securities of any affiliate except shares of a subsidiary. The Association was
in compliance with these requirements and restrictions at December 31, 2000.

         LIMITATIONS ON CAPITAL DISTRIBUTIONS. The OTS imposes various
restrictions or requirements on the ability of associations to make capital
distributions. Capital distributions include, without limitation, payments of
cash dividends, repurchases and certain other acquisitions by an association of
its shares and payments to stockholders of another association in an acquisition
of such other association.

         An application must be submitted and approval from the OTS must be
obtained by a subsidiary of a savings and loan holding company (i) if the
proposed distribution would cause total distributions for the calendar year to
exceed net income for that year to date plus the retained net income for the
preceding two years; (ii) if the savings association will not be at least
adequately capitalized following the capital distribution; or (iii) if the
proposed distribution would violate a prohibition contained in any applicable
statute, regulation or agreement between the savings association and the OTS (or
the FDIC), or violate a condition imposed on the savings association in an
OTS-approved application or notice. If a savings association subsidiary of a
holding company is not required to file an application, it must file a notice of
the proposed capital distribution with the OTS.

         HOLDING COMPANY REGULATION. OSFS is a savings and loan holding company
within the meaning of the HOLA. As such, OSFS has registered with the OTS and is
subject to OTS regulations, examination, supervision and reporting requirements.

         The HOLA generally prohibits a savings and loan holding company from
controlling any other savings association or savings and loan holding company,
without prior approval of the OTS, or from acquiring or retaining more than 5%
of the voting shares of a savings association or holding company thereof, which
is not a subsidiary. Under certain circumstances, a savings and loan holding
company is permitted to acquire, with the approval of the OTS, up to 15% of the
previously unissued voting shares of an undercapitalized savings association for
cash without such savings association being deemed to be controlled by OSFS
Except with the prior approval of the OTS, no director or officer of a savings
and loan holding company or person owning or controlling by proxy or otherwise
more than 25% of such holding company's stock may also acquire control of any
savings institution, other than a subsidiary institution, or any other savings
and loan holding company.

         As a unitary savings and loan holding company, OSFS generally has no
restrictions on its activities. Such companies are the only financial
institution holding companies which may engage in any commercial, securities and


                                      -15-
<PAGE>   16

insurance activities without restriction. The broad latitude to engage in
activities under current law can be restricted. If the OTS determines that there
is reasonable cause to believe that the continuation by a savings and loan
holding company of an activity constitutes a serious risk to the financial
safety, soundness or stability of its subsidiary savings association, the OTS
may impose such restrictions as deemed necessary to address such risk, including
limiting (i) payment of dividends by the savings association, (ii) transactions
between the savings association and its affiliates, and (iii) any activities of
the savings association that might create a serious risk that the liabilities of
OSFS and its  affiliates  may be imposed on the  savings  association.
Notwithstanding the foregoing rules as to permissible business activities of a
unitary savings and loan holding company, if the savings association subsidiary
of a holding company fails to meet the QTL test, then such unitary holding
company would become subject to the activities restrictions applicable to
multiple holding companies. At December 31, 2000, the Association met both those
tests.

         If OSFS acquired control of another savings institution, other than
through a merger or other business combination with the Association, OSFS would
become a multiple savings and loan holding company and its activities would
thereafter be subject to restrictions.

         The OTS may approve acquisitions resulting in the formation of a
multiple savings and loan holding company that controls savings associations in
more than one state only if the multiple savings and loan holding company
involved controls a savings association that operated a home or branch office in
the state of the association to be acquired as of March 5, 1987, or if the laws
of the state in which the institution to be acquired is located specifically
permit institutions to be acquired by state-chartered institutions or savings
and loan holding companies located in the state where the acquiring entity is
located (or by a holding company that controls such state-chartered savings
institutions). As under prior law, the OTS may approve an acquisition resulting
in a multiple savings and loan holding company controlling savings associations
in more than one state in the case of certain emergency thrift acquisitions.
Bank holding companies have had more expansive authority to make interstate
acquisitions than savings and loan holding companies since August 1995.

         FEDERAL REGULATION OF ACQUISITIONS OF CONTROL OF OSFS AND THE
ASSOCIATION. In addition to the Ohio law limitations on the merger with, and
acquisition of, OSFS, federal limitations generally require regulatory approval
of acquisitions at specified levels. Under pertinent federal law and
regulations, no person, directly or indirectly, or acting in concert with
others, may acquire control of the Association or OSFS without 60 days' prior
notice to the OTS. "Control" is generally defined as having more than 25%
ownership or voting power; however, ownership or voting power of more than 10%
may be deemed "control" if certain factors are in place. If the acquisition of
control is by a company, the acquiror must obtain approval, rather than give
notice, of the acquisition.

         In addition, any merger of the Association must be approved by the OTS
as well as the Superintendent. Further, any merger of OSFS in which OSFS is not
the resulting company must also be approved by both the OTS and the
Superintendent.

FEDERAL DEPOSIT INSURANCE CORPORATION

         DEPOSIT INSURANCE AND ASSESSMENTS. The FDIC is an independent federal
agency that insures the deposits, up to prescribed statutory limits, of
federally insured banks and savings and loan associations and safeguards the
safety and soundness of the banking and savings and loan industries. The FDIC
administers two separate insurance funds, the Bank Insurance Fund ("BIF") for
commercial banks and state savings banks and the SAIF for savings associations.
The Association is a member of the SAIF and its deposit accounts are insured by
the FDIC up to the prescribed limits. The FDIC has examination authority over
all insured depository institutions, including the Association, and has
authority to initiate enforcement actions against federally-insured savings
associations if the FDIC does not believe the OTS has taken appropriate action
to safeguard safety and soundness and the deposit insurance fund.

         The FDIC is required to maintain designated levels of reserves in the
SAIF and in the BIF. The FDIC may increase assessment rates for either fund if
necessary to restore the fund's ratio of reserves to insured deposits to its
target level within a reasonable time and may decrease such rates if such target
level has been met. The FDIC has established a risk-based assessment system for
both SAIF and BIF members. Under this system, assessments vary based on the risk
the institution poses to its deposit insurance fund. The risk level is
determined based on the institution's capital level and the FDIC's level of
supervisory concern about the institution.


                                      -16-
<PAGE>   17


FEDERAL RESERVE REQUIREMENTS

         FRB regulations require savings associations to maintain reserves of 3%
of net transaction accounts (primarily NOW accounts) up to $42.8 million
(subject to an exemption of up to $5.5 million), and of 10% of net transaction
accounts in excess of $42.8 million. At December 31, 2000, the Association was
in compliance with the reserve requirements.

FEDERAL HOME LOAN BANKS

         The Federal Home Loan Banks provide credit to their members in the form
of advances. The Association is a member of the FHLB of Cincinnati and must
maintain an investment in the capital stock of the FHLB of Cincinnati in an
amount equal to the greater of 1.0% of the aggregate outstanding principal
amount of the Association's residential mortgage loans, home purchase contracts
and similar obligations at the beginning of each year, or 5% of its advances
from the FHLB of Cincinnati. The Association was in compliance with this
requirement with an investment in stock of the FHLB of Cincinnati of $430,000 at
December 31, 2000.

         Generally, the FHLB is not permitted to make new advances to a member
without positive tangible capital. Upon the origination or renewal of a loan or
advance, the FHLB is required by law to obtain and maintain a security interest
in collateral in one or more of the following categories: fully-disbursed, whole
first mortgage loans on improved residential property or securities representing
a whole interest in such loans; securities issued, insured or guaranteed by the
United States Government or an agency thereof; deposits in any FHLB; or other
real estate related collateral (up to 30% of the member association's capital)
acceptable to the FHLB, if such collateral has a readily ascertainable value and
the FHLB can perfect its security interest in the collateral.

         Each FHLB is required to establish standards of community investment or
service that its members must maintain for continued access to long-term
advances. The standards take into account a member's performance under the
Community Reinvestment Act and its record of lending to first-time home buyers.
All long-term advances by the FHLB must be made only to provide funds for
residential housing finance.

                                    TAXATION

FEDERAL TAXATION

         OSFS and the Association are each subject to the federal tax laws and
regulations which apply to corporations generally. In addition to the regular
income tax, OSFS and the Association may be subject to an alternative minimum
tax. An alternative minimum tax is imposed at a minimum tax rate of 20% on
"alternative minimum taxable income" (which is the sum of a corporation's
regular taxable income, with certain adjustments, and tax preference items),
less any available exemption. Such tax preference items include interest on
certain tax-exempt bonds issued after August 7, 1986. In addition, 75% of the
amount by which a corporation's "adjusted current earnings" exceeds its
alternative minimum taxable income, computed without regard to this preference
item and prior to reduction by net operating losses, is included in alternative
minimum taxable income. Net operating losses can offset no more than 90% of
alternative minimum taxable income. The alternative minimum tax is imposed to
the extent it exceeds the corporation's regular income tax. Payments of
alternative minimum tax may be used as credits against regular tax liabilities
in future years. However, the Taxpayer Relief Act of 1997 repealed the
alternative minimum tax for certain "small corporations" for tax years beginning
after December 31, 1997. A corporation initially qualifies as a small
corporation if it had average gross receipts of $5,000,000 or less for the three
tax years ending with its first tax year beginning after December 31, 1996. Once
a corporation is recognized as a small corporation, it will continue to be
exempt from the alternative minimum tax for as long as its average gross
receipts for the prior three-year period does not exceed $7,500,000. In
determining if a corporation meets this requirement, the first year that it
achieved small corporation status is not taken into consideration. The
Association's average gross receipts for the three tax years ending on December
31, 2000, is $2.5 million, and, as a result, the Association does qualify as a
small corporation exempt from the alternative minimum tax.

         Certain thrift institutions, such as the Association, are allowed
deductions for bad debts under methods more favorable than those granted to
other taxpayers. Qualified thrift institutions may compute deductions for bad
debts using either the specific charge-off method of Section 166 of the Code or
the experience method of Section 593 of the Code. The "experience" method is
also available to small banks. Under the "experience" method, a thrift
institution is

                                      -17-
<PAGE>   18

generally allowed a deduction for an addition to its bad debt reserve equal to
the greater of (i) an amount based on its actual average experience for losses
in the current and five preceding taxable years, or (ii) an amount necessary to
restore the reserve to its balance as of the close of the base year. Thrift
institutions that are treated as small banks are allowed to utilize the
experience method applicable to such institutions, while thrift institutions
that are treated as large banks are required to use only the specific charge off
method.

         A thrift institution required to change its method of computing
reserves for bad debt will treat such change as a change in the method of
accounting, initiated by the taxpayer and having been made with the consent of
the Secretary of the Treasury. Section 481(a) of the Code requires certain
amounts to be recaptured with respect to such change. Generally, the amounts to
be recaptured will be determined solely with respect to the "applicable excess
reserves" of the taxpayer. The amount of the applicable excess reserves will be
taken into account ratably over a six-taxable year period, beginning with the
first taxable year beginning after 1995, subject to the residential loan
requirement described below. In the case of a thrift institution that is treated
as a large bank, the amount of the institution's applicable excess reserves
generally is the excess of (i) the balances of its reserve for losses on
qualifying real property loans (generally loans secured by improved real estate)
and its reserve for losses on nonqualifying loans (all other types of loans) as
of the close of its last taxable year beginning before January 1, 1996, over
(ii) the balances of such reserves as of the close of its last taxable year
beginning before January 1, 1988 (i.e., the "pre-1988 reserves"). In the case of
a thrift institution that is treated as a small bank, like the Association, the
amount of the institution's applicable excess reserves generally is the excess
of (i) the balances of its reserve for losses on qualifying real property loans
and its reserve for losses on nonqualifying loans as of the close of its last
taxable year beginning before January 1, 1996, over (ii) the greater of the
balance of (a) its pre-1988 reserves or (b) what the thrift's reserves would
have been at the close of its last year beginning before January 1, 1996, had
the thrift always used the experience method.

         For taxable years that begin after December 31, 1995, and before
January 1, 1998, if a thrift meets the residential loan requirement for a tax
year, the recapture of the applicable excess reserves otherwise required to be
taken into account as a Code Section 481(a) adjustment for the year will be
suspended. A thrift meets the residential loan requirement if, for the tax year,
the principal amount of residential loans made by the thrift during the year is
not less than its base amount. The "base amount" generally is the average of the
principal amounts of the residential loans made by the thrift during the six
most recent tax years beginning before January 1, 1996. A residential loan is a
loan as described in Section 7701(a)(19)(C)(v) (generally a loan secured by
residential or church property and certain mobile homes), but only to the extent
that the loan is made to the owner of the property.

         The balance of the pre-1988 reserves is subject to the provisions of
Section 593(e), as modified by the Act, which require recapture in the case of
certain excessive distributions to shareholders. The pre-1988 reserves may not
be utilized for payment of cash dividends or other distributions to a
shareholder (including distributions in dissolution or liquidation) or for any
other purpose (except to absorb bad debt losses). Distribution of a cash
dividend by a thrift institution to a shareholder is treated as made: first, out
of the institution's post-1951 accumulated earnings and profits; second, out of
the pre-1988 reserves; and third, out of such other accounts as may be proper.
To the extent a distribution by the Association to OSFS is deemed paid out of
its pre-1988 reserves under these rules, the pre-1988 reserves would be reduced
and the gross income of the Association for tax purposes would be increased by
the amount which, when reduced by the income tax, if any, attributable to the
inclusion of such amount in its gross income, equals the amount deemed paid out
of the pre-1988 reserves. As of December 31, 2000, the pre-1988 reserves of the
Association for tax purposes totaled approximately $787,000. The Association
believes it had approximately $5.1 million of accumulated earnings and profits
for tax purposes as of December 31, 2000, which would be available for dividend
distributions, provided regulatory restrictions applicable to the payment of
dividends are met. See Notes 6 and 7 to the financial statement. No
representation can be made as to whether the Association will have current or
accumulated earnings and profits in subsequent years.

OHIO TAXATION

         OSFS is subject to the Ohio corporation franchise tax, which, as
applied to OSFS, is a tax measured by both net earnings and net worth. For tax
years beginning after December 31, 1998, the rate of tax is the greater of (i)
5.1% on the first $50,000 of computed Ohio taxable income and 8.5% of computed
Ohio taxable income in excess of $50,000 or (ii) .400% times taxable net worth.

         A special litter tax is also applicable to all corporations, including
OSFS, subject to the Ohio corporation franchise tax other than "financial
institutions." If the franchise tax is paid on the net income basis, the litter
tax is equal

                                      -18-
<PAGE>   19

to .11% of the first $50,000 of computed Ohio taxable income and .22% of
computed Ohio taxable income in excess of $50,000. If the franchise tax is paid
on the net worth basis, the litter tax is equal to .014% times taxable net
worth.

         The Association is a "financial institution" for State of Ohio tax
purposes. As such, it is subject to the Ohio corporate franchise tax on
"financial institutions," which is imposed annually at a rate of 1.4% of the
taxable book net worth, and for tax year 2000 and years thereafter the tax will
be 1.3% of the taxable book net worth. As a "financial institution," the
Association is not subject to any tax based upon net income or net profits
imposed by the State of Ohio.

ITEM 2.  DESCRIPTION OF PROPERTY

        The following table sets forth certain information at December 31, 2000,
regarding the properties on which the main office and the branch office of the
Association are located:
<TABLE>
<CAPTION>

                                             Owned or         Date        Square        Net book
Location                                      Leased        Acquired      Footage         Value      Deposits
--------                                    ----------     ----------    ---------     -----------  ---------
                                                                                                  (In thousands)
<S>               <C>                                         <C>          <C>          <C>           <C>
435 Main Street
Bridgeport, Ohio  43912                        Owned          1964         4,744        $107,804      $17,994

4000 Central Avenue
Shadyside, Ohio 43947                          Owned          1979         2,197        $268,972      $ 6,495
</TABLE>

        The Association owns all of its electronic data processing equipment.
Such equipment includes several personal computers with a net book value of
approximately $10,000.

ITEM 3.  LEGAL PROCEEDINGS

        Neither OSFS nor the Association is presently involved in any legal
proceedings of a material nature. From time to time, the Association is a party
to legal proceedings incidental to its business to enforce its security interest
in collateral pledged to secure loans made by the Association.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        There were no matters submitted to a vote of the shareholders of OSFS
during the last quarter of the fiscal year ended December 31, 2000.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        The information contained in those portions of the Annual Report to
Shareholders for the fiscal year December 31, 1999 (the "Annual Report"), which
is included in Exhibit 13 hereto, under the caption "MARKET PRICE OF COMMON
SHARES AND RELATED SECURITY HOLDER MATTERS" is incorporated herein by reference.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

        The information contained in those portions of the Annual Report
included in Exhibit 13 hereto, under the caption "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" is incorporated
herein by reference.

ITEM 7. CONSOLIDATED FINANCIAL STATEMENTS

        The Consolidated Financial Statements contained in those portions of the
Annual Report included in Exhibit 13 hereto, are incorporated herein by
reference.

ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

        Not applicable.



                                      -19-
<PAGE>   20


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

        The information contained in the definitive Proxy Statement for the 2001
Annual Meeting of Shareholders of OSFS (the "Proxy Statement"), which is
included in Exhibit 20 hereto, under the captions "PROPOSAL ONE - ELECTION OF
DIRECTORS," "EXECUTIVE OFFICERS," "VOTING SECURITIES AND OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" and "SECTION 16 BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE" is incorporated herein by reference.

ITEM 10. EXECUTIVE COMPENSATION

        The information contained in the Proxy Statement, which is included in
Exhibit 20 hereto, under the caption "COMPENSATION OF EXECUTIVE OFFICERS AND
DIRECTORS" is incorporated herein by reference.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The information contained in the Proxy Statement, which is included in
Exhibit 20 hereto, under the caption "VOTING SECURITIES AND OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by reference.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Not applicable.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<S>                       <C>            <C>
                  (a)    Exhibits

                         Item 3       Amended Articles of Incorporation and Code of Regulations

                         Item 10      Material Contracts

                         Item 13      The 2000 Annual Report to Shareholders

                         Item 20      Proxy Statement for 2001 Meeting of Shareholders

                         Item 21      Subsidiaries of the Registrant

                  (b)    No current report on Form 8-K was filed by OSFS
                         during the last quarter of the fiscal year covered by
                         this Report.
</TABLE>


                                      -20-
<PAGE>   21

                                   SIGNATURES

        Pursuant to the requirements of Sections 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 on March 12, 2001.

                                   OHIO STATE FINANCIAL SERVICES, INC.


                                   By: /s/ Jon W. Letzkus
                                       -----------------------------
                                       Jon W. Letzkus
                                       President, Chairman, and a Director

        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been duly signed below by the following persons on behalf of the
registrant and in the capacities, and on the dates indicated.

By: /s/ James A. Trouten                      By:/s/ John O. Costine
    -----------------------------------          ------------------------------
     James A. Trouten                            John O. Costine
     Comptroller                                 Director

Date:   March 12, 2001                        Date:   March 12, 2001


By: /s/Anton M. Godez                         By: /s/ William E. Reline
    -----------------------------------          ------------------------------
     Anton M. Godez                               William E. Reline
     Director                                     Director

Date:   March 12, 2001                        Date:   March 12, 2001


By: /s/Manuel C. Thomas
    -----------------------------------
     Manuel C. Thomas
     Director

Date:  March 12, 2001


                                      -21-
<PAGE>   22


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
<S>                      <C>                                                  <C>
Exhibit No.               Description                                          Location
-----------               -----------                                          --------
3.1                       Articles of Incorporation of Ohio                    Incorporated herein by reference to
                          State Financial Services, Inc.                       Exhibits 3.1 and 3.3 of Pre-Effective
                          ("OSFS"), as amended through July 1,                 Amendment No. 1 to the Form S-1 of OSFS,
                          1997                                                 dated August 1, 1997 (Registration No.
                                                                               333-29649)

3.2                       Regulations of OSFS                                  Incorporated herein by reference to
                                                                               Exhibit 3.2 to the Registration Statement
                                                                               on Form S-1 of OSFS, dated June 20, 1997
                                                                               (Registration No. 333-29649) (the "Form
                                                                               S-1")

*10.1                     Employment Agreement between                         Incorporated herein by reference to
                          Bridgeport Savings and Loan                          Exhibit 10.1 to the Annual Report on Form
                          Association (the "Association") and                  10-KSB of OSFS for the fiscal year ended
                          Jon W. Letzkus                                       December 31, 1998

*10.2                     Employment Agreement Extension                       Filed herein
                          between the Association and Jon W.
                          Letzkus

*10.3                     Bridgeport Savings and Loan                          Incorporated herein by reference to
                          Association Recognition and                          Exhibit 10.3 to the Annual Report on
                          Retention Plan and Trust Agreement                   Form 10-KSB of OSFS for the fiscal year
                          as amended on April 21, 1999                         ended December 31, 1999

*10.4                     Ohio State Financial Services, Inc.                  Incorporated herein by reference to
                          1998 Stock Option and Incentive Plan,                Exhibit 10.4 to the Annual Report on Form
                          as amended on April 21, 1999                         10-KSB of OSFS for the fiscal year ended
                                                                               December 31, 1999

*10.5                     Bridgeport Savings and Loan                          Incorporated herein by reference to
                          Association Employee Stock Ownership                 Exhibit 10.3 to the Form S-1
                          Plan

13                        2000 Annual Report to Shareholders of                Filed herein
                          OSFS

20                        Proxy Statement for the 2001 Annual                  Filed herein
                          Meeting of Shareholders of OSFS

21                        Subsidiaries of OSFS                                 Incorporated herein by reference to
                                                                               Exhibit 21 to the Annual Report on Form
                                                                               10-KSB of OSFS for the fiscal year ended
                                                                                        December 31, 1997

</TABLE>

------------------------
*Indicates management contracts or compensatory plans or arrangements that are
required to be filed as an exhibit to this Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2000. 03/29/01 - 353666