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 (No Fee required)

     For the fiscal year ended June 30, 1998 
                              ---------------- 

                                       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 No. 0-22997
                               WSB Holding Company
                 ---------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

Pennsylvania                                                  23-2908963
------------------------------------------------           -----------------
(State or Other Jurisdiction of Incorporation or            I.R.S. Employer
Organization)                                              Identification No.

807 Middle St., Pittsburgh, Pennsylvania                         15212
----------------------------------------                       ---------
(Address of Principal Executive Offices                        (Zip Code)

Issuer's Telephone Number, Including Area Code:      (412) 231-7297
                                                    ---------------

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

                     Common Stock, par value $0.10 per share
                     ---------------------------------------
                                (Title of Class)

         Check  whether  the issuer:  (1) has filed all  reports  required to be
filed by Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
YES  X   NO    .
    ---     ---
         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

         State issuer's revenues for its most recent fiscal year.   $2,702,000

         The aggregate  market value of the voting stock held by  non-affiliates
of the registrant,  based on the average bid and asked price of the registrant's
Common Stock on September 23, 1998 was $2.9 million.

         As of September  23, 1998,  there were issued and  outstanding  314,635
shares of the registrant's Common Stock.

         Transition Small Business Disclosure Format (check one):
YES      NO  X
    ---     ---
                       DOCUMENTS INCORPORATED BY REFERENCE

1.   Portions  of the Annual  Report to  Stockholders  for the Fiscal Year ended
     June 30, 1998. (Part II)
2.   Portions of the Proxy Statement for the Annual Meeting of Stockholders  for
     the Fiscal Year ended June 30, 1998. (Part III)

                                        1

<PAGE>




                                     PART I


         WSB HOLDING  COMPANY (THE "COMPANY") MAY FROM TIME TO TIME MAKE WRITTEN
OR ORAL  "FORWARD-LOOKING  STATEMENTS",  INCLUDING  STATEMENTS  CONTAINED IN THE
COMPANY'S  FILINGS WITH THE SECURITIES AND EXCHANGE  COMMISSION  (INCLUDING THIS
ANNUAL  REPORT ON FORM  10-KSB  AND THE  EXHIBITS  THERETO),  IN ITS  REPORTS TO
STOCKHOLDERS AND IN OTHER COMMUNICATIONS BY THE COMPANY,  WHICH ARE MADE IN GOOD
FAITH BY THE COMPANY  PURSUANT TO THE "SAFE  HARBOR"  PROVISIONS  OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.

         THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES,  SUCH
AS STATEMENTS OF THE COMPANY'S PLANS,  OBJECTIVES,  EXPECTATIONS,  ESTIMATES AND
INTENTIONS,  THAT ARE SUBJECT TO CHANGE BASED ON VARIOUS IMPORTANT FACTORS (SOME
OF WHICH ARE BEYOND THE COMPANY'S CONTROL). THE FOLLOWING FACTORS, AMONG OTHERS,
COULD CAUSE THE COMPANY'S  FINANCIAL  PERFORMANCE TO DIFFER  MATERIALLY FROM THE
PLANS,  OBJECTIVES,  EXPECTATIONS,  ESTIMATES AND  INTENTIONS  EXPRESSED IN SUCH
FORWARD-LOOKING STATEMENTS: THE STRENGTH OF THE UNITED STATES ECONOMY IN GENERAL
AND  THE  STRENGTH  OF  THE  LOCAL  ECONOMIES  IN  WHICH  THE  COMPANY  CONDUCTS
OPERATIONS;  THE EFFECTS OF, AND CHANGES IN, TRADE, MONETARY AND FISCAL POLICIES
AND LAWS,  INCLUDING  INTEREST  RATE  POLICIES OF THE BOARD OF  GOVERNORS OF THE
FEDERAL  RESERVE  SYSTEM,   INFLATION,   INTEREST  RATE,   MARKET  AND  MONETARY
FLUCTUATIONS;  THE TIMELY  DEVELOPMENT  OF AND  ACCEPTANCE  OF NEW  PRODUCTS AND
SERVICES OF THE COMPANY AND THE PERCEIVED  OVERALL  VALUE OF THESE  PRODUCTS AND
SERVICES BY USERS,  INCLUDING  THE  FEATURES,  PRICING  AND QUALITY  COMPARED TO
COMPETITORS'  PRODUCTS AND  SERVICES;  THE  WILLINGNESS  OF USERS TO  SUBSTITUTE
COMPETITORS' PRODUCTS AND SERVICES FOR THE COMPANY'S PRODUCTS AND SERVICES;  THE
SUCCESS OF THE  COMPANY IN  GAINING  REGULATORY  APPROVAL  OF ITS  PRODUCTS  AND
SERVICES,  WHEN REQUIRED;  THE IMPACT OF CHANGES IN FINANCIAL SERVICES' LAWS AND
REGULATIONS   (INCLUDING  LAWS  CONCERNING   TAXES,   BANKING,   SECURITIES  AND
INSURANCE);  TECHNOLOGICAL CHANGES,  ACQUISITIONS;  CHANGES IN CONSUMER SPENDING
AND  SAVINGS  HABITS;  AND THE  SUCCESS  OF THE  COMPANY AT  MANAGING  THE RISKS
INVOLVED IN THE FOREGOING.

         THE COMPANY  CAUTIONS THAT THE FOREGOING  LIST OF IMPORTANT  FACTORS IS
NOT  EXCLUSIVE.  THE COMPANY DOES NOT  UNDERTAKE TO UPDATE ANY FORWARD-  LOOKING
STATEMENT,  WHETHER WRITTEN OR ORAL, THAT MAY BE MADE FROM TIME TO TIME BY OR ON
BEHALF OF THE COMPANY.




                                        2

<PAGE>



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

General

         The Company is a Pennsylvania corporation organized in June 1997 at the
direction of Workingmens  Bank (the "Bank" or  "Workingmens")  to acquire all of
the  capital  stock that the Bank  issued in its  conversion  from the mutual to
stock  form of  ownership  (the  "Conversion").  On August  27,  1997,  the Bank
completed the  Conversion  and became a wholly owned  subsidiary of the Company.
The Company is a unitary savings and loan holding company which,  under existing
laws,  generally is not restricted in the types of business  activities in which
it may engage provided that the Bank retains a specified amount of its assets in
housing-related  investments.  The Company  conducts no significant  business or
operations  of its own other than  holding all of the  outstanding  stock of the
Bank and  investing the  Company's  portion of the net proceeds  obtained in the
conversion.

         The Bank is a federally  chartered stock savings bank  headquartered in
Pittsburgh,  Pennsylvania.  The Bank is subject to examination and comprehensive
regulation  by the Office of Thrift  Supervision  ("OTS") and its  deposits  are
federally insured by the Savings Association  Insurance Fund ("SAIF").  The Bank
is a member of and owns capital stock in the FHLB of Pittsburgh, which is one of
the 12 regional banks in the FHLB System.

         The Bank  operates a  traditional  savings  bank  business,  attracting
deposit accounts from the general public and using those deposits, together with
other funds, primarily to originate and invest in loans secured by single-family
residential real estate.

Competition

         Competition   for   deposits   comes  from  other   insured   financial
institutions  such as commercial  banks,  thrift  institutions,  credit  unions,
finance companies,  and multi-stage  regional banks in our market areas. Deposit
competition  also  includes a number of insurance  products sold by local agents
and investment  products such as mutual funds and other securities sold by local
and regional brokers.  Loan competition  varies depending upon market conditions
and comes from commercial banks, thrift institutions, credit unions and mortgage
bankers.





                                        3

<PAGE>



Lending Activities

         Analysis of Loan  Portfolio.  Set forth below is selected data relating
to the  composition  of the Bank's  loan  portfolio  by type of loan and type of
security on the dates indicated:
<TABLE>
<CAPTION>

                                                                            June 30,
                                                        ---------------------------------------------
                                                                 1998                   1997
                                                        ------------------------ --------------------
                                                            Amount       Percent    Amount    Percent
                                                                      (Dollars in Thousands)
<S>                                                       <C>           <C>         <C>      <C>   
Type of Loans:
Real Estate Loans:
  One- to four-Family ...............................     $11,033         66.8%     $11,035    74.5%
  Multi-family ......................................       1,637         10.0        1,295     8.8
  Commercial.........................................       1,086          6.6          599     4.0
  Other..............................................           -           -             -      -
Consumer Loans:
  Home equity and second mortgage loans..............       1,441          8.7        1,213     8.2
  Share and other....................................       1,308          7.9          668     4.5
                                                           ------        -----      -------   -----
     Total loans.....................................      16,505        100.0%      14,810   100.0%
                                                           ------        =====       ------   =====

Less:
  Deferred loan origination fees and costs...........         (6)                      (10)
  Allowance for loan losses..........................       (198)                     (209)
                                                          ------                   -------
     Total loans, net................................     $16,301                   $14,591
                                                           ======                    ======
</TABLE>


Loan Maturity Tables

         The  following  table sets forth the  estimated  maturity of the Bank's
loan  portfolio  at June 30,  1998.  The table does not include  prepayments  or
scheduled principal  repayments.  All mortgage loans are shown as maturing based
on contractual maturities.
<TABLE>
<CAPTION>

                                                                      Due after
                                                         Due within   1 through  Due after
                                                           1 year      5 years    5 years     Total
                                                           ------      -------    -------     -----
                                                                         (In Thousands)
<S>                                                        <C>         <C>       <C>       <C>    
One- to four-family residential real estate.............   $    25     $   783    $10,225   $11,033
Multi-family real estate................................         4         116      1,517     1,637
Commercial real estate..................................         3          77      1,006     1,086
Consumer - home equity and second mortgages.............       509         481        451     1,441
Other consumer..........................................       625         235        448     1,308
                                                            ------      ------     ------    ------
Total Amount Due........................................    $1,166      $1,692    $13,647   $16,505
                                                             =====       =====     ======    ======
</TABLE>
                                        4

<PAGE>



         The following table sets forth the dollar amount of all loans due after
June 30, 1999, which have fixed interest rates.
<TABLE>
<CAPTION>
                                                         (In Thousands)
<S>                                                        <C>    
One- to four-family residential.....................          $11,008
Multi-family........................................            1,633
Commercial..........................................            1,083
Home equity and second mortgages....................              932
Other consumer......................................              683
                                                               ------
    Total...........................................          $15,339
                                                               ======
</TABLE>


         One- to  Four-Family  Residential  Loans.  The Bank's  primary  lending
activity  consists  of  the  origination  of  one-  to  four-family  fixed  rate
residential  mortgage  loans secured by property  located in our primary  market
area. The Bank generally  originate one- to four-family  fixed rate  residential
mortgage  loans in  amounts up to 90% of the  lesser of the  appraised  value or
purchase  price,  with  private  mortgage  insurance  required  on loans  with a
loan-to-value  ratio  in  excess  of 80%.  The  maximum  loan-to-value  ratio on
mortgage loans secured by non-owner occupied properties  generally is limited to
80%. The Bank retains all of the mortgage loans and originates  these loans with
maturities  of up to 20  years.  On a limited  basis,  the Bank  originates  and
retains fixed rate balloon loans having terms of up to 15 years,  with principal
and interest  payments  calculated  using up to a 30-year  amortization  period.
Mortgage loans  originated and held by the Bank  generally  include  due-on-sale
clauses.  This  gives  the Bank the right to deem the loan  immediately  due and
payable in the event the borrower  transfers  ownership of the property securing
the mortgage loan without the Bank's consent.

         Home Equity Loans and Second Mortgages. The Bank originates home equity
loans  and  second  mortgage  loans  which  are  secured  by one to  four-family
residences.  These loans are originated on one- to four-family  residences  with
fixed rate  terms of up to 10 years.  The loans are  generally  subject to a 80%
combined loan-to-value limitation,  including any other outstanding mortgages or
liens.


         Multi-Family and Commercial  Loans. Our multi-family  loans are secured
by apartment  buildings and these loans generally have not exceeded  $500,000 or
have terms  greater than 20 years.  Commercial  real estate loans are secured by
office buildings, and other commercial properties.

         Multi-family  and commercial  real estate lending  entails  significant
additional risks compared to residential property lending. These loans typically
involve large loan balances to single borrowers or groups of related  borrowers.
The repayment of these loans typically is dependent on the successful  operation
of the real estate project  securing the loan.  These risks can be significantly
affected  by supply  and demand  conditions  in the market for office and retail
space and may also be subject to adverse conditions in the economy.  To minimize
these risks,  the Bank  generally  limit this type of lending to the Bank market
area and to borrowers who are otherwise well known to them.

         Loan Approval  Authority  and  Underwriting.  The Bank has  established
various  lending  limits for their officers and maintain a loan  committee.  The
President  has loan  authority to approve all loans and the Vice  President  and
Treasurer  has authority to approve all  applications  for secured and unsecured
consumer loans. The loan committee ratifies all fixed rate residential  mortgage
loans of $200,000 or more and all other real estate loans and consumer loans.


                                        5

<PAGE>



         Upon  receipt  of a  completed  loan  application  from  a  prospective
borrower,  a credit report is ordered.  Income and certain other  information is
verified. If necessary,  additional financial  information may be requested.  An
appraisal or other  estimate of value of the real estate  intended to be used as
security  for the  proposed  loan  is  obtained.  Appraisals  are  processed  by
independent fee appraisers.

         Title  insurance  is  generally  required on all real  estate  mortgage
loans.  We do not  require  title  insurance  on home  equity  loans and  second
mortgages, but we obtain a property report from our local state tax office which
indicates  whether  there  are any  liens  or  other  encumbrances  against  the
property.  Borrowers  also  must  obtain  fire  and  casualty  insurance.  Flood
insurance  is also  required on loans  secured by property  that is located in a
flood zone.

         Loan  Commitments.   Written   commitments  are  given  to  prospective
borrowers on all approved real estate loans. Generally,  the commitment requires
acceptance within 60 days of the date of issuance. At June 30, 1998, commitments
to cover  originations  of mortgage loans totalled  $131,000.  The Bank believes
that virtually all of their commitments will be funded.

         Nonperforming  Assets.  The  following  table  sets  forth  information
regarding nonaccrual loans and real estate owned, as of the dates indicated. The
Bank had no loans categorized as troubled debt restructurings within the meaning
of SFAS 15 and no  accruing  loans  that  were  delinquent  more  than 90  days.
Interest  income  that  would have been  recorded  on loans  accounted  for on a
nonaccrual basis under the original terms of such loans was $30,000 for the year
ended June 30, 1998.
<TABLE>
<CAPTION>

                                                                                              At June 30,
                                                                                        ----------------------
                                                                                           1998        1997
                                                                                        ---------   ----------
<S>                                                                                    <C>          <C>     
Loans accounted for on a nonaccrual basis:
Mortgage loans:
  One- to four-family residential real estate....................................       $300,655     $743,000
  All other mortgage loans.......................................................              -            -
Non-mortgage loans:                                                                                
  Home equity and second mortgages...............................................              -            -
  Other consumer.................................................................              -            -
                                                                                         -------      -------
Total non-accrual loans..........................................................       $300,655     $743,000
                                                                                         =======      =======
Real estate owned................................................................       $319,073     $      -
                                                                                         =======      =======
Total non-performing assets......................................................       $619,728     $743,000
                                                                                         =======      =======
                                                                                                   
Total non-accrual loans to net loans.............................................           1.84%        5.09%
                                                                                            ====         ====
Total non-accrual loans to total assets..........................................            .79%        2.20%
                                                                                            ====         ====
Total non-performing assets to total assets......................................           1.62%        2.20%
                                                                                            ====         ====
</TABLE>




                                        6

<PAGE>




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

         When  a  savings  association   classifies  problem  assets  as  either
substandard or doubtful,  it may establish general allowances for loan losses in
an amount  deemed  prudent by  management.  General  allowances  represent  loss
allowances which have been established to recognize the inherent risk associated
with lending activities,  but which, unlike specific  allowances,  have not been
allocated to particular problem assets.  When a savings  association  classifies
problem assets as loss, it is required either to establish a specific  allowance
for losses equal to 100% of that portion of the asset so classified or to charge
off such amount. A savings association's  determination as to the classification
of its assets and the amount of its valuation allowances is subject to review by
the OTS,  which may order the  establishment  of additional  general or specific
loss  allowances.  A portion of general  loss  allowances  established  to cover
possible  losses related to assets  classified as substandard or doubtful may be
included in determining a savings  association's  regulatory  capital.  Specific
valuation  allowances  for loan losses  generally  do not qualify as  regulatory
capital.

         At  June  30,  1998,  the  Bank  had  loans   classified  as  doubtful,
substandard  and  special  mention in  amounts  equal to $0,  $308,000,  and $0,
respectively.

         Allowances  for Loan Losses.  A provision for loan losses is charged to
operations  based on management's  evaluation of the losses that may be incurred
in our loan portfolio. The evaluation,  including a review of all loans on which
full  collectibility  of interest and principal  may not be reasonably  assured,
considers:  (i) our past loan loss experience,  (ii) known and inherent risks in
our portfolio,  (iii) adverse  situations that may affect the borrower's ability
to repay, (iv) the estimated value of any underlying collateral, and (v) current
economic conditions.

         Management  monitors the allowance for loan losses and makes  additions
to the allowance as economic conditions dictate.  There can be no assurance that
the  allowance  for losses will be adequate to cover losses which in fact may be
realized  in the future and that  additional  provisions  for losses will not be
required.



                                        7

<PAGE>



         The  following  table  sets  forth  information  with  respect  to  our
allowance for loan losses at the dates and for the periods indicated:
<TABLE>
<CAPTION>

                                                                                         June 30,
                                                                                -------------------------
                                                                                   1998           1997
                                                                                ------------  -----------
                                                                                  (Dollars in Thousands)
<S>                                                                             <C>            <C>      
Total loans outstanding................................................         $ 16,505       $  14,810
                                                                                ========       =========
Average loans outstanding..............................................         $ 15,507       $  14,412
                                                                                ========       =========
Allowance balances at beginning of period..............................         $    209       $      76
Provision (credit):
  1-4 family residential...............................................               24             124
  Consumer.............................................................                8              12
Charge-offs:
  1-4 family residential...............................................             (43)             (2)
  Consumer.............................................................                -             (2)
Recoveries:
  1-4 family residential...............................................                -               1
                                                                               ---------       ---------
Allowance balance at end of period.....................................        $     198       $     209
                                                                                ========        ========
Allowance for loan losses as a percent of total loans
outstanding............................................................             1.20%           1.41%
                                                                                    ====            ====
Net loans charged off as a percent of average loans
outstanding............................................................              .28%            .03%
                                                                                    ====            ====
</TABLE>




                                        8

<PAGE>



         Analysis  of  the  Allowance  for  Loan  Losses.  The  following  table
illustrates the allocation of the allowance for loan losses for each category of
loan.  The  allocation  of the  allowance  to each  category is not  necessarily
indicative of future loss in any  particular  category and does not restrict our
use of the allowance to absorb losses in other loan categories.
<TABLE>
<CAPTION>
                                                          At June 30,
                                          ------------------------------------------
                                                1998                    1997
                                          --------------------   -------------------
                                                    Percent of            Percent of
                                                     Loans in              Loans in
                                                       Each                  Each
                                                   Category to           Category to
                                           Amount  Total Loans   Amount  Total Loans
                                           ------  -----------   ------  -----------
<S>                                         <C>        <C>         <C>       <C>  
  One- to four-family..................     $174       87.9%       $191      91.6%
  Multi-family.........................        8        4.1           8       3.7
  Other real estate....................       14        7.0           8       3.7
  Consumer.............................        2        1.0           2       1.0
                                             ---      -----         ---     -----
    Total allowance....................     $198      100.0%       $209     100.0%
                                             ===      =====         ===     =====
</TABLE>

Investment Activities                                                   
                                                                        
         Investment  Securities.  The Bank is required under federal regulations
to maintain a minimum amount of liquid assets which may be invested in specified
short-term securities and certain other investments.  The level of liquid assets
varies depending upon several factors,  including:  (i) the yields on investment
alternatives,  (ii) the Bank's judgment as to the  attractiveness  of the yields
then available in relation to other  opportunities,  (iii) expectation of future
yield levels,  and (iv) the Bank's  projections as to the short-term  demand for
funds to be used in loan origination and other  activities.  The Bank classifies
its  investment  securities  as  "available  for sale" or "held to  maturity" in
accordance with SFAS No. 115. At June 30, 1998, the Bank's investment  portfolio
policy  allowed   investments  in  instruments   such  as:  (i)  U.S.   Treasury
obligations, (ii) U.S. federal agency or federally sponsored agency obligations,
(iii) local municipal obligations, (iv) mortgage-backed securities, (v) banker's
acceptances,  (vi) certificates of deposit,  (vii) federal funds, including FHLB
overnight  and term  deposits (up to six months),  and (viii)  investment  grade
corporate bonds, commercial paper and mortgage derivative products. The board of
directors may authorize additional investments.

         The  Bank's  investment  securities  "available  for sale" and "held to
maturity"  portfolios at June 30, 1998 did not contain  securities of any issuer
with an  aggregate  book value in excess of 10% of our equity,  excluding  those
issued by the United States Government or its agencies.

         Mortgage-backed  Securities. To supplement lending activities, the Bank
has  invested  in  residential   mortgage-backed   securities.   Mortgage-backed
securities can serve as collateral for borrowings and, through repayments,  as a
source  of  liquidity.  Mortgage-backed  securities  represent  a  participation
interest in a pool of  single-family  or other type of mortgages.  Principal and
interest payments are passed

                                        9

<PAGE>



from   the   mortgage    originators,    through    intermediaries    (generally
quasi-governmental agencies) that pool and repackage the participation interests
in the form of  securities,  to  investors  such as us.  The  quasi-governmental
agencies  guarantee  the payment of  principal  and  interest to  investors  and
include  the  Federal  Home  Loan  Mortgage  Corporation  ("FHLMC"),  Government
National   Mortgage   Association   ("GNMA"),   and  Federal  National  Mortgage
Association ("FNMA.")

         Mortgage-backed  securities  typically are issued with stated principal
amounts.  The  securities  are backed by pools of mortgages that have loans with
interest  rates that are  within a set range and have  varying  maturities.  The
underlying  pool of mortgages can be composed of either fixed rate or adjustable
rate mortgage  loans.  Mortgage-backed  securities are generally  referred to as
mortgage participation certificates or pass-through  certificates.  The interest
rate risk  characteristics of the underlying pool of mortgages (i.e., fixed rate
or adjustable  rate) and the prepayment  risk, are passed on to the  certificate
holder. The life of a mortgage-backed pass-through security is equal to the life
of the underlying mortgages. Mortgage-backed securities issued by FHLMC and GNMA
make up a majority of the pass-through certificates market.

         Securities Portfolio. The following table sets forth the carrying value
of the Bank's securities at the dates indicated. 
<TABLE>
<CAPTION>
                                                                       At June 30, 
                                                               ------------------------- 
                                                                  1998          1997
                                                               -----------   -----------
               
<S>                                                           <C>           <C>        
Securities Held to Maturity:
 U.S. Government and Agency Securities.....................    $11,569,585   $11,882,290
 Corporate Debt Instruments................................              -             -
 FHLMC.....................................................              -             -
 GNMA......................................................              -             -
 CMOs......................................................         98,073       125,166
                                                                ----------    ----------
Total Securities Held to Maturity..........................     11,667,658    12,007,456
                                                                ----------    ----------

Securities Available for Sale:
FHLMC......................................................         74,788        91,891
GNMA.......................................................      1,057,006     1,369,735
FNMA.......................................................        452,537       443,474
FHLMC Stock................................................        117,656       248,750
Corporate Notes............................................        496,873       486,580
Equity Securities..........................................      1,013,649             -
CMOs.......................................................         32,506        43,609
                                                                ----------    ----------
Total Securities Available for Sale........................      3,245,015     2,684,039
                                                                ----------    ----------

Total Investment and Mortgage-Backed Securities............    $14,912,673   $14,691,495
                                                                ==========    ==========
</TABLE>


                                       10

<PAGE>




         The  following  table sets forth  information  regarding  the scheduled
maturities,  carrying  values,  approximate  fair values,  and weighted  average
yields for our investment  securities  portfolio at June 30, 1998 by contractual
maturity.  The following table does not take into  consideration  the effects of
scheduled repayments or the effects of possible prepayments.

<TABLE>
<CAPTION>

                                                                  As of June 30, 1998
                            --------------------------------------------------------------------------------------------------------
                                                                                          More than                Total
                               One Year or Less  One to Five Years  Five to Ten Years     Ten Years        Investment Securities
                               ----------------  -----------------  -----------------  ---------------- ----------------------------

                               Carrying  Average Carrying   Average  Carrying  Average Carrying Average Carrying  Average    Market
                                 Value    Yield    Value     Yield     Value    Yield   Value    Yield    Value    Yield      Value
                                -------  -------  -------   -------   -------  ------- -------  -------  -------  -------    ------
                                                                   (Dollars in Thousands)

<S>                          <C>        <C>    <C>          <C>    <C>       <C>   <C>         <C>   <C>          <C>   <C>        
U.S. Government and
  Agency Obligations......... $1,150,000 5.32%  $4,413,366   6.56%  4,719,303 6.98% $1,286,916  7.11% $11,569,585  6.67% $11,605,245
Corporate Notes and Bonds....    199,723 5.38      297,150   5.67          -     -           -      -     496,873  5.55      496,873
FHLMC Stock..................          -    -           -      -           -     -     117,656      -     117,656     -      117,656
Mortgage-Backed Securities &
CMOs.........................          -    -           -      -           -     -   1,714,910   7.09   1,714,910  7.09    1,713,588
                               ---------         ---------          ---------        ---------          ---------         ----------
  Total...................... $1,349,723 5.33%  $4,710,516  6.51%  $4,719,303 6.98% $3,119,482  7.10% $13,899,024  6.68% $13,933,362
                               ========= ====    =========  ====    ========= ====  ==========  ====   ==========  ====   ==========

</TABLE>


                                       11

<PAGE>



Sources of Funds

         General. Deposits are the major external source of the Bank's funds for
lending and other investment purposes.  The Bank derives funds from amortization
and prepayment of loans and, to a much lesser  extent,  maturities of investment
securities,  borrowings,  mortgage-backed  securities and operations.  Scheduled
loan principal repayments are a relatively stable source of funds, while deposit
inflows and  outflows  and loan  prepayments  are  significantly  influenced  by
general interest rates and market conditions.

         Deposits.  Consumer and commercial  deposits are attracted  principally
from within the Bank's  primary  market area through the offering of a selection
of  deposit  instruments  including  regular  savings  accounts,   money  market
accounts, and term certificate accounts. Deposit account terms vary according to
the minimum balance required,  the time period the funds must remain on deposit,
and the interest rate,  among other  factors.  At June 30, 1998, the Bank had no
brokered accounts.

         Time Deposits.  The following  table indicates the amount of the Bank's
time deposits of $100,000 or more by time  remaining  until  maturity as of June
30, 1998.
<TABLE>
<CAPTION>
                      Maturity Period                             Time Deposits
                      ---------------                             -------------
                                                             (Dollar in Thousands)
<S>                                                                   <C>  
Within three months........................................            $100
More than three through six months.........................             380
More than six through nine months..........................               -
Over nine months...........................................           1,559
                                                                      -----
         Total.............................................          $2,039
                                                                      =====
</TABLE>


Borrowings

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


                                       12

<PAGE>




         The following table sets forth information concerning borrowings during
the periods indicated.
<TABLE>
<CAPTION>

                                                                                Year Ended June 30,
                                                                               ------------------------
                                                                                  1998          1997
                                                                               ----------   -----------
                                                                                (Dollars In Thousands)

FHLB advances:
<S>                                                                             <C>          <C>   
   Ending Balance.......................................................         $1,000       $3,000
   Average Balance during year .........................................          1,708        1,500
   Maximum month-end balance during the year............................          3,000        3,000
   Average interest rate during the year................................          5.69%        5.70%
   Weighted average rate at year end....................................          5.78%        5.86%

</TABLE>

Employees

         At June  30,  1998  the  Bank  had ten  full-time  and  four  part-time
employees.  The employees of the Bank perform clerical work for the Company from
time to time;  otherwise,  the Company has no employees other than its officers.
None of the Bank's employees are represented by a collective  bargaining  group.
The Bank believes that its relationship with its employees is good.

Regulation

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

Company Regulation

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

         Qualified  Thrift  Lender Test.  As a unitary  savings and loan holding
company, the Company generally is not subject to activity restrictions, provided
the Bank  satisfies  the Qualified  Thrift  Lender  ("QTL") test. If the Company
acquires  control of another savings  association as a separate  subsidiary,  it
would become a multiple savings and loan holding company,  and the activities of
the  Company  and any of its  subsidiaries  (other  than the  Bank or any  other
SAIF-insured   savings   association)   would  become  subject  to  restrictions
applicable to bank holding  companies unless such other  associations  each also
qualify  as a QTL  and  were  acquired  in a  supervisory  acquisition.  See  "-
Regulation of the Bank Qualified Thrift Lender Test."


                                       13

<PAGE>



Regulation of the Bank

         General. As a federally  chartered,  SAIF-insured  savings association,
the Bank is subject to  extensive  regulation  by the OTS and the FDIC.  Lending
activities and other  investments must comply with various federal statutory and
regulatory   requirements.   The  Bank  is  also  subject  to  certain   reserve
requirements promulgated by the Federal Reserve Board.

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

         The Bank must file  reports  with the OTS and the FDIC  concerning  its
activities  and  financial  condition,   in  addition  to  obtaining  regulatory
approvals  prior to entering into certain  transactions  such as mergers with or
acquisitions  of other savings  institutions.  This  regulation and  supervision
establishes a comprehensive  framework of activities in which an institution can
engage and is intended  primarily for the protection of the SAIF and depositors.
The  regulatory  structure  also  gives  the  regulatory  authorities  extensive
discretion in connection with their  supervisory and enforcement  activities and
examination  policies,  including policies with respect to the classification of
assets and the  establishment  of adequate  loan loss  reserves  for  regulatory
purposes.

         Under  separate  proposed  legislation,  Congress  is  considering  the
elimination of the federal thrift charter and the separate federal regulation of
thrifts.  As a result,  the Bank might have to convert to a different  financial
institution  charter and be  regulated  under  federal law as a bank,  including
being subject to the more restrictive  activity  limitations imposed on national
banks.  The Bank cannot  predict the impact of its  conversion to, or regulation
as, a bank until the legislation requiring such change is enacted.

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

         As a member of the SAIF, the Bank paid an insurance premium to the FDIC
equal to a minimum  of 0.23% of its  total  deposits.  The FDIC  also  maintains
another insurance fund, the Bank Insurance Fund ("BIF"), which primarily insures
commercial  bank deposits.  In 1996, the annual  insurance  premium for most BIF
members  was lowered to $2,000.  The lower  insurance  premiums  for BIF members
placed SAIF members at a competitive disadvantage to BIF members.

         Effective  September  30,  1996,  federal  law was revised to mandate a
one-time  special  assessment on SAIF members such as the Bank of  approximately
 .657% of deposits held on March 31, 1995. Beginning January 1, 1997, the deposit
insurance  assessment  for most SAIF members was reduced to .064% of deposits on
an annual basis  through the end of 1999.  During this same period,  BIF members
will be assessed  approximately .013% of deposits.  After 1999,  assessments for
BIF and SAIF members

                                       14

<PAGE>



should be the same. It is expected that these  continuing  assessments  for both
SAIF and BIF members  will be used to repay  outstanding  Financing  Corporation
bond obligations.  As a result of these changes,  beginning January 1, 1997, the
rate of deposit insurance assessed the Bank declined by approximately 70%.

         Regulatory  Capital  Requirements.   OTS  capital  regulations  require
savings institutions to meet three capital standards: (1) tangible capital equal
to 1.5% of total adjusted  assets,  (2) a leverage ratio (core capital) equal to
at least 3% of total adjusted assets, and (3) a risk-based  capital  requirement
equal to 8.0% of total risk-weighted assets.

         Dividend and Other Capital  Distribution  Limitations.  OTS regulations
require  the  Bank  to  give  the OTS 30 days  advance  notice  of any  proposed
declaration of dividends to the Company, and the OTS has the authority under its
supervisory powers to prohibit the payment of dividends to the Company.

         OTS regulations  impose  limitations upon all capital  distributions by
savings  institutions,  such  as  cash  dividends,  payments  to  repurchase  or
otherwise acquire its shares, payments to shareholders of another institution in
a cash-out  merger and other  distributions  charged against  capital.  The rule
establishes  three tiers of  institutions,  based primarily on an  institution's
capital  level.  An  institution  that  exceeds  all  fully  phased-in   capital
requirements  before  and  after  a  proposed  capital   distribution  ("Tier  1
institution")  and has not  been  advised  by the OTS that it is in need of more
than the normal  supervision can, after prior notice but without the approval of
the OTS, make capital  distributions during a calendar year equal to the greater
of (i) 100% of its net income to date during the  calendar  year plus the amount
that would reduce by one-half its "surplus  capital  ratio" (the excess  capital
over its fully phased-in capital  requirements) at the beginning of the calendar
year,  or (ii) 75% of its net income over the most recent four  quarter  period.
Any additional capital  distributions  require prior regulatory approval.  As of
June 30,  1998,  the Bank was a Tier 1  institution.  In the  event  the  Bank's
capital fell below its fully  phased-in  requirement or the OTS notified it that
it was in need of more than  normal  supervision,  the  Bank's  ability  to make
capital distributions could be restricted. In addition, the OTS could prohibit a
proposed  capital  distribution  by any  institution,  which would  otherwise be
permitted by the regulation,  if the OTS determines that such distribution would
constitute an unsafe or unsound practice.

         Qualified  Thrift  Lender Test.  Savings  institutions  must meet a QTL
test. If the Bank maintains an appropriate level of Qualified Thrift Investments
(primarily  residential  mortgages and related  investments,  including  certain
mortgage-related  securities) ("QTIs") and otherwise qualifies as a QTL, it will
continue to enjoy full borrowing  privileges  from the FHLB of  Pittsburgh.  The
required  percentage of QTIs is 65% of portfolio  assets  (defined as all assets
minus  intangible  assets,  property used by the  institution  in conducting its
business and liquid  assets equal to 10% of total  assets).  Certain  assets are
subject to a  percentage  limitation  of 20% of portfolio  assets.  In addition,
savings associations may include shares of stock of the FHLBs, FNMA and FHLMC as
qualifying  QTIs. An  association  must be in compliance  with the QTL test on a
monthly basis in nine out of every 12 months.  As of June 30, 1998, the Bank was
in compliance with its QTL requirement with 76% of its assets invested in QTIs.

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

                                       15

<PAGE>




         As a member, the Bank is required to purchase and maintain stock in the
FHLB of  Pittsburgh  in an amount equal to at least 1% of its  aggregate  unpaid
residential mortgage loans, home purchase contracts or similar obligations or 5%
of its  outstanding  borrowings to the FHLB of  Pittsburgh,  at the beginning of
each year.

         Liquidity  Requirements.  All  savings  associations  are  required  to
maintain an average daily balance of liquid assets equal to a certain percentage
of the sum of its average daily balance of net withdrawable deposit accounts and
borrowings payable in one year or less. The liquidity  requirement may vary from
time to time (between 4% and 10%) depending upon economic conditions and savings
flows of all savings  associations.  At June 30, 1998,  the Bank's actual liquid
asset ratio was 64%.

         Federal  Reserve  System.   The  Federal  Reserve  Board  requires  all
depository  institutions to maintain  non-interest bearing reserves at specified
levels against their transaction  accounts (primarily  checking,  NOW, and Super
NOW checking accounts) and non-personal time deposits.  The balances  maintained
to meet the reserve  requirements  imposed by the Federal  Reserve  Board may be
used to satisfy the liquidity  requirements that are imposed by the OTS. At June
30,  1998,  the  Bank  was  in  compliance  with  these  Federal  Reserve  Board
requirements.

Item 2. Description of Property

(a)      Properties.

         The Bank operates from its main office and one branch office.
<TABLE>
<CAPTION>
                                           Leased or       Year Leased   
     Location                                Owned         or Acquired
     --------                              ---------       -----------
     
     <S>                                    <C>              <C> 
       807 Middle St.                        Owned             1974
       Pittsburgh, Pennsylvania
     
       5035 Curry Road                       Owned             1995
       Pittsburgh, Pennsylvania
 </TABLE>

(b)      Investment Policies.

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

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

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


                                       16

<PAGE>



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

(c)  Description of Real Estate and Operating Data.

         Not Applicable.

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

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

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

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


                                     PART II


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

         The  information  contained under the section  captioned  "Stock Market
Information" of the Company's  Annual Report to Stockholders for the fiscal year
ended June 30, 1998 (the "Annual Report") is incorporated herein by reference.

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

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

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

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

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

         Not Applicable.


                                       17

<PAGE>



                                    PART III


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

         The information  contained under the sections  captioned "Section 16(a)
Beneficial Ownership Reporting  Compliance" and "I - Information with Respect to
Nominees for Director,  Directors Continuing in Office, and Executive Officers -
Election  of  Directors"  and  "  -  Biographical  Information"  in  the  "Proxy
Statement" is incorporated herein by reference.

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

         The  information  contained  in the  section  captioned  "Director  and
Executive Officer Compensation" in the Proxy Statement is incorporated herein by
reference.

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

         (a)      Security Ownership of Certain Beneficial Owners

                  Information  required by this item is  incorporated  herein by
                  reference  to the first  chart in the section  captioned  "I -
                  Information  with Respect to Nominees for Director,  Directors
                  Continuing  in Office,  and  Executive  Officers" in the Proxy
                  Statement.

         (b)      Security Ownership of Management

                  Information  required by this item is  incorporated  herein by
                  reference  to the first  chart in the section  captioned  "I -
                  Information  with Respect to Nominees for Director,  Directors
                  Continuing  in Office,  and  Executive  Officers" in the Proxy
                  Statement.

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

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

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

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

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

          1.   The consolidated balance sheets of WSB Holding Company as of June
               30,  1998 and 1997 and the  related  consolidated  statements  of
               income,  changes in stockholders'  equity and cash flows for each
               of the years in the two year period ended June 30, 1998, together
               with the related notes and the independent

                                       18

<PAGE>



               auditors'  report of  Stokes  Kelly and  Hinds,  LLC  independent
               certified public accountants.

          2.   Schedules omitted as they are not applicable.

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

               (a)  List of Exhibits:

                    3(i) Restated  Articles  of  Incorporation  of  WSB  Holding
                         Company *
                    3(ii)  Bylaws of WSB  Holding  Company ** 
                    4    Specimen Stock Certificate **
                    10   Employment   Agreement  between  the  Bank  and  Robert
                         Neudorfer **
                    10.1 1998 Stock Option Plan ***
                    10.2 Restricted Stock Plan and Trust Agreement ***
                    13   Portions of the 1998 Annual Report to Stockholders
                    21   Subsidiaries   of  the   Registrant   (See   "Item   1-
                         Description of Business)
                    27   Financial Data Schedule (electronic filing only)


---------------------
*    Incorporated  by  reference  to the Form 8A  (File  No.  0-22997)  declared
     effective by the SEC on August 21, 1997.
**   Incorporated by reference to the registration  statement on Form SB-2 (File
     No. 333-29389) declared effective by the SEC on July 15, 1997.
***  Incorporated by reference to the Proxy Statement for the Special Meeting of
     Stockholders on March 16, 1998 and filed with the SEC on February 4, 1998.


               (b)      None.



                                       19

<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto  duly  authorized as of September 28,
1998.

                                 WSB HOLDING COMPANY



                             By: /s/Robert Neudorfer
                                 -----------------------------------------------
                                 Robert Neudorfer
                                 President, Chief Executive Officer and Director
                                 (Duly Authorized Representative)


         Pursuant to the  requirement  of the  Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities indicated as of September 28, 1998.



/s/Robert Neudorfer                                  /s/Joseph J. Manfred
--------------------------------------               ---------------------------
Robert Neudorfer                                     Joseph J. Manfred
President, Chief Executive Officer and Director      Chairman of the Board
(Principal Executive and Financial Officer)



/s/Ronald W. Moreschi                                /s/Stanford H. Rosenberg
--------------------------------------               ---------------------------
Ronald W. Moreschi                                   Stanford H. Rosenberg
Treasurer and Chief Financial Officer                Vice President and Director
(Principal Accounting Officer)



/s/John P. Mueller                                   /s/Johanna C. Guehl
--------------------------------------               ---------------------------
John P. Mueller                                      Johanna C. Guehl
Director                                             Director



/s/John R. Ringland
-------------------------------------
John R. Ringland
Director