SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)

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

     For the fiscal year ended   June 30, 2000
                                 -------------

                                       OR

[X]  Transition  report  pursuant  to  section  13 or  15(d)  of the  Securities
     Exchange  Act of 1934  For the  transition  period  from __________________
     to __________________.

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

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

807 Middle Street, 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
                                                                       ------

Securities registered under to Section 12(g) of the Exchange Act:

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

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

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

         State issuer's revenues for its most recent fiscal year.   $3,011,380

         The aggregate  market value of the voting and non-voting  common equity
held by  non-affiliates  of the  registrant,  based on the average bid and asked
price of the registrant's  Common Stock on September 1, 2000, was  approximately
$2.3 million.

         As of  September  1, 2000,  there were issued and  outstanding  302,684
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, 2000. (Part II)
          2.   Portions  of the  Proxy  Statement  for  the  Annual  Meeting  of
               Stockholders for the Fiscal Year ended June 30, 2000. (Part III)
<PAGE>
                                     PART I


         WSB Holding  Company (the "Company" or  "Registrant")  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.

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

General

         The Company is a Pennsylvania corporation organized in June 1997 at the
direction of  Workingmens  Bank (the "Bank") 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.
References to the Company or  Registrant  generally  refers to the  consolidated
entity which includes the main operating  company,  the Bank, unless the context
indicates otherwise.

         The Bank is a federally  chartered stock savings bank  headquartered in
Pittsburgh,  Pennsylvania.  It  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

                                        1

<PAGE>

member of and owns  capital  stock in the Federal Home Loan Bank (the "FHLB") of
Pittsburgh, which is one of the 12 regional banks in the FHLB System.

         The Registrant 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  one-  to  four-family
residential  real estate loans,  multi-family  real estate loans, and commercial
real estate loans. To a lesser extent,  the Registrant also originates  consumer
loans, which primarily consist of home equity loans,  second mortgage loans, and
loans secured by deposit accounts.

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 the Registrant's  market
areas located in the communities of the north side of Pittsburgh,  Baldwin,  and
the surrounding areas of Allegheny County.  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.

Lending Activities

         Analysis  of  Loan  Portfolio.  The  following  table  sets  forth  the
composition  of  the  Registrant's  loan  portfolio  in  dollar  amounts  and in
percentages of the respective portfolios at the dates indicated.

<TABLE>
<CAPTION>
                                                                          June 30,
                                                 --------------------------------------------------
                                                            2000                      1999
                                                 ------------------------------- ------------------
                                                    Amount        Percent      Amount     Percent
                                                    ------        -------     --------    -------
                                                                   (Dollars in Thousands)
<S>                                              <C>             <C>         <C>         <C>
Type of Loans:
-------------
Real Estate Loans:
  One- to four-family ...........................  $11,620          61.09%     $10,567      61.60%
  Multi-family ..................................    3,252          17.10        2,483      14.47
  Home equity and second mortgage loans..........    1,762           9.26        1,694       9.87
  Commercial.....................................    1,212           6.37        1,299       7.57
                                                    ------          -----       ------      -----
Total real estate loans..........................   17,846          93.82       16,043      93.51
                                                    ------          -----       ------      -----
Consumer Loans:
  Share loans....................................      378           1.98          429       2.50
  Other loans....................................      798           4.20          684       3.99
                                                    ------          -----       ------      -----
Total consumer loans.............................    1,176           6.18        1,113       6.49
                                                   -------          -----       ------      -----
     Total loans.................................   19,022          100.0%      17,156      100.0%
                                                                    =====                   =====
Less:
  Allowance for loan losses......................      155                         166
                                                   -------                     -------
     Total loans, net............................  $18,867                     $16,990
                                                   =======                     =======
</TABLE>

                                        2
<PAGE>
Loan Maturity Tables

         The  following   table  sets  forth  the  estimated   maturity  of  the
Registrant's  loan  portfolio  at June 30,  2000.  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 mortgages..        $139          $  464         $11,017      $11,620
Multi-family real estate...............................           1             131           3,120        3,252
Commercial real estate.................................           -               -           1,212        1,212
Home equity and second mortgage loans..................         415             795             552        1,762
Consumer loans.........................................         410             388             378        1,176
                                                               ----          ------         -------      -------
Total..................................................        $965          $1,778         $16,279      $19,022
                                                               ====          ======         =======      =======

</TABLE>

         The following  table sets forth as of June 30, 2000,  the dollar amount
of all loans due after  June 30,  2001,  which  have  fixed  interest  rates and
floating or adjustable interests rates.

<TABLE>
<CAPTION>
                                                                 Floating or
                                              Fixed Rates   Adjustable Rates      Total
                                              -----------   ----------------   --------
                                                              (In Thousands)
<S>                                              <C>               <C>         <C>
One- to four-family real estate mortgages...      $11,481           $  -        $11,481
Multi-family................................        2,652            599          3,251
Commercial..................................        1,212              -          1,212
Home equity and second mortgages............        1,347              -          1,347
Consumer....................................          766              -            766
                                                  -------           ----         ------
    Total...................................      $17,458           $599        $18,057
                                                  =======           ====        =======
</TABLE>

         One- to Four-Family Residential Loans. The Registrant's primary lending
activity  consists  of  the  origination  of  one-  to  four-family  fixed  rate
residential  mortgage  loans secured by property  located in its primary  market
area.  The  Registrant  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 Registrant retains all of the mortgage loans and originates these loans
with maturities of up to 20 years. On a limited basis, the Registrant 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 Registrant  generally include
due-on-sale  clauses.  This  gives  the  Registrant  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 Registrant's consent.

         Multi-Family and Commercial Real Estate Loans. Multi-family real estate
loans are secured by  apartment  buildings  and the size of the 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
and the size of the loans  generally have not exceeded  $500,000,  or have terms
greater than 20 years.


                                        3

<PAGE>

         Multi-family and commercial real estate loans have  significantly  more
risk than one-to  four-family  residential  loans due to the usually higher loan
amounts and the credit risk,  which arises from  concentration of principal in a
smaller number of loans,  the effects of general  economic  conditions on income
producing property and the difficulty of evaluating and monitoring the loans. To
minimize these risks,  the Registrant  generally  limits this type of lending to
its primary  market area and to borrowers  who are  generally  well known to the
Registrant.

         Home Equity and Second Mortgage Loans.  The Registrant  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.

         Loan  Approval   Authority  and   Underwriting.   The   Registrant  has
established  various  lending  limits  for its  officers  and  maintains  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.

         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.  The Registrant does not require title insurance on home equity loans and
second mortgages,  but obtains a property report from its 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, 2000, commitments
to fund  originations  of one-to  four-family  and  multi-family  mortgage loans
totaled  $145,000.   The  Registrant   believes  that  virtually  all  of  their
commitments will be funded.


                                        4

<PAGE>
         Nonperforming  Assets.  The  following  table  sets  forth  information
regarding nonaccrual loans and real estate owned, as of the dates indicated. The
Registrant has no loans categorized as troubled debt  restructurings  within the
meaning of the Statement of Financial  Accounting  Standards  ("SFAS") 15 and no
impaired loans within the meaning of SFAS 114, as amended by SFAS 118.  Interest
income that would have been  recorded  on loans  accounted  for on a  nonaccrual
basis under the original terms of such loans was  approximately  $10,000 for the
year ended June 30, 2000.

<TABLE>
<CAPTION>
                                                                                     At June 30,
                                                                                ----------------------
                                                                                 2000            1999
                                                                                ------          ------
                                                                               (Dollars in Thousands)
<S>                                                                            <C>            <C>
Loans accounted for on a non-accrual basis:
Real estate loans:
  One- to four-family residential real estate.........................          $   -          $    -
  Commercial real estate..............................................            310               -
  Home equity and second mortgages....................................              -               -
Consumer..............................................................              -               -
                                                                                -----          ------
Total non-accrual loans...............................................            310               -
                                                                                =====          ======
Accruing loans which are contractually past due 90 days or more:
Real estate loans:
   One-to four-family residential real estate.........................              -               -
   Commercial real estate.............................................              -               -
   Home equity and second mortgages...................................              -               -
Consumer..............................................................              -               -
                                                                               ------          ------
Total accrual loans...................................................         $    -          $    -
                                                                               ======          ======
Total non-performing loans............................................         $  310          $    -
                                                                               ======          ======
Real estate owned.....................................................         $    -          $    -
                                                                               ======          ======
Total non-performing assets...........................................         $  310          $    -
                                                                                =====          ======
Total non-performing loans to total loans.............................          1.63%              -%
                                                                                ====           =====
Total non-performing loans to total assets............................          0.75%              -%
                                                                                ====           =====
Total non-performing assets to total assets...........................          0.75%              -%
                                                                                ====           =====

         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

                                        5

<PAGE>

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.

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

                                                At June 30, 2000
                                                ----------------
                                                 (In Thousands)

          Special Mention                              $   -
          Substandard                                    310
          Doubtful                                         -
          Loss                                             -
                                                       -----
                                                       $ 310
                                                       =====

         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.



                                        6
<PAGE>

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

                                                                    June 30,
                                                              ------------------
                                                                2000      1999
                                                                ----      ----
                                                          (Dollars in Thousands)
Total loans outstanding..................................     $19,022   $17,156
                                                               ======    ======
Average loans outstanding................................     $18,532   $16,832
                                                               ======    ======
Allowance balances at beginning of period................     $   165   $   198
Provision:
  Real estate............................................          --        --
  Commercial.............................................          --        --
  Home equity and second mortgages.......................          --        --
  Consumer...............................................          --        --
Charge-offs:
  Real estate............................................          --       (33)
  Commercial.............................................          --        --
  Consumer...............................................         (10)       --
Recoveries:
   Real estate...........................................          --        --
   Commercial............................................          --        --
   Home equity and second mortgages......................          --        --
   Consumer..............................................          --        --
                                                               ------   -------
Allowance balance at end of period.......................      $  155   $   165
                                                               ======   =======

Allowance for loan losses as a percent of total loans
  outstanding............................................        1.00%     0.96%
                                                                 ====      ====
Net loans charged off as a percent of average loans
  outstanding............................................        0.05%     0.20%
                                                                 ====      ====
</TABLE>
         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,
                                                 ---------------------------------------------------------------
                                                            2000                               1999
                                                 ----------------------------       ----------------------------
                                                                 Percent of                         Percent of
                                                               Loans in Each                      Loans in Each
                                                                Category to                        Category to
                                                  Amount        Total Loans         Amount         Total Loans
                                                  ------        -----------         ------         -----------
                                                                (Dollars in Thousands)
<S>                                              <C>               <C>             <C>                <C>
  One- to four-family..................            $ 87              61.09%          $125               61.60%
  Multi-family.........................              33              17.10             25               14.47
  Home equity and second
      mortgage loans...................              18               9.26              6                9.87
 Commercial............................              12               6.37              7                7.57
 Consumer..............................               5               6.18              2                6.49
                                                   ----             ------           ----              ------
    Total..............................            $155             100.00%          $165              100.00%
                                                   ====             ======           ====              ======
</TABLE>


                                        7

<PAGE>

Investment Activities

         The  Registrant  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) management's judgment as to the attractiveness of the yields
then available in relation to other  opportunities,  (iii) expectation of future
yield levels, and (iv) management's  projections as to the short-term demand for
funds  to  be  used  in  loan  origination  and  other  activities.   Investment
securities,  including mortgage-backed securities, are classified at the time of
purchase,  based upon management's  intentions and abilities, as securities held
to maturity or securities  available for sale. Debt securities acquired with the
intent and ability to hold to maturity  are  classified  as held to maturity and
are stated at cost and adjusted  for  amortization  of premium and  accretion of
discount,  which are  computed  using the level yield method and  recognized  as
adjustments  of interest  income.  All other debt  securities  are classified as
available for sale to serve principally as a source of liquidity.

         Current  regulatory  and  accounting  guidelines  regarding  investment
securities  (including  mortgage  backed  securities)  require the Registrant to
categorize  securities as "held to maturity," "available for sale" or "trading."
As of June  30,  2000,  Registrant  had  securities  (including  mortgage-backed
securities)  classified  as "held to maturity" and  "available  for sale" in the
amount  of  $15,218,000  and  $3,325,000,  respectively  and  had no  securities
classified as  "trading."  Securities  classified  as  "available  for sale" are
reported  for  financial  reporting  purposes at the fair market  value with net
changes  in the  market  value  from  period to period  included  as a  separate
component of stockholders'  equity,  net of income taxes.  Changes in the market
value of securities  available for sale do not affect the Company's  income.  In
addition,  changes in the market value of  securities  available for sale do not
affect the Bank's regulatory  capital  requirements or its loan-to-one  borrower
limit.

         At December 31, 1999,  the  Registrant'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, and (vii) investment grade corporate
bonds,  and commercial  paper.  The board of directors may authorize  additional
investments.

         As a  source  of  liquidity  and  to  supplement  Registrant's  lending
activities,   the  Registrant   has  invested  in  residential   mortgage-backed
securities.  Mortgage-backed  securities  can serve as collateral for borrowings
and, through repayments,  as a source of liquidity.  Mortgage-backed  securities
represent a participation  interest in a pool of  single-family or other type of
mortgages.  Principal  and  interest  payments  are  passed  from  the  mortgage
originators, through intermediaries (generally quasi-governmental agencies) that
pool and repackage the  participation  interests in the form of  securities,  to
investors,  like 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.  Expected  maturities will differ from contractual
maturities due to scheduled repayments and

                                        8

<PAGE>

because  borrowers  may have the  right to call or  prepay  obligations  with or
without prepayment penalties.  Mortgage-backed securities issued by FHLMC, GNMA,
and FNMA make up a majority of the pass- through certificates market.

         At June 30, 2000, the Registrant's securities portfolio did not contain
securities  of any issuer,  other than those  issued by U.S.  government  or its
agencies,  with an  aggregate  book  value in excess of 10% of the  Registrant's
equity.

         Investment Portfolio. The following table sets forth the carrying value
of the Registrant's securities at the dates indicated.

                                                       At June 30,
                                                  --------------------
                                                     2000       1999
                                                    ------     ------
                                                    (In Thousands)
Securities held to maturity:
 U.S. Government and agency securities............ $14,794    $13,879
 CMOs.............................................     324        396
 Corporate debt securities........................     100          -
 Certificates of deposit..........................       -         99
                                                   -------    -------
Total securities held to maturity.................  15,218     14,374
                                                   -------    -------

Securities available for sale:
FHLMC.............................................      44         55
GNMA..............................................     872      1,080
FNMA..............................................     192        259
CMOs..............................................       9         19
Municipal bonds...................................     863        891
Corporate debt securities.........................     292        298
Equity securities - mutual funds..................     960      1,119
FHLMC common stock................................      41         87
FNMA common stock.................................      52        102
                                                   -------    -------
Total securities available for sale...............   3,325      3,910
                                                   -------    -------

Total investment and mortgage-backed securities... $18,543    $18,284
                                                   =======    =======

                                        9

<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, 2000 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, 2000
                     ---------------------------------------------------------------------------------------------------------------
                                              More than         More than          More than        Total Investment Securities and
                       One Year or Less One to Five Years   Five to Ten Years      Ten Years         Mortgage-Backed 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
    securities...... $     -        -%  $3,099       6.19%   $4,871    6.69%  $6,824    6.88%     $14,794         6.67%    $13,938
Municipal bonds.....       -        -        -          -         -       -      863    4.78          863         4.78         864
Corporate debt
  securities........       -        -      292       6.08         -       -      100    7.50          392         6.44         388
FHLMC common
  stock.............      41        -        -          -         -       -        -       -           41            -          41
FNMA common
  stock.............      52        -        -          -         -       -        -       -           52            -          52
Mortgage-backed
  securities........       -        -        -          -         -       -    1,441    6.64        1,441         6.64       1,430
                     -------            ------               ------           ------              -------                  -------

  Total............. $    93        -%  $3,391       6.18%   $4,871    6.69%  $9,228    6.65%     $17,583         6.53%    $16,713
                     =======    =====   ======       ====    ======    ====   ======    ====      =======         ====     =======
</TABLE>


(1)  Equity  securities  in the  amount  of $960 are not  included  in the above
     table.  Such equity  securities are comprised of mutual funds which have no
     stated maturity or stated interest rate.

                                       10

<PAGE>

Sources of Funds

         General.  Deposits are the major  external  source of the  Registrant's
funds for lending and other investment  purposes.  The Registrant  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  Registrant'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, 2000, the
Registrant had no brokered accounts.

         Time  Deposits.  The  following  table  indicates  the  amount  of  the
Registrant's  time deposits of $100,000 or more by time remaining until maturity
as of June 30, 2000.


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

Within three months...............................      $  492
More than three through six months................         400
Six through twelve months.........................           -
Over twelve months................................         660
                                                        ------
         Total....................................      $1,552
                                                         =====

Borrowings

         The  Registrant  may obtain  advances from the FHLB of Pittsburgh  (the
"FHLB") to supplement its supply of lendable  funds.  Advances from the FHLB are
typically  secured  by a  pledge  of the  Registrant's  stock  in the FHLB and a
portion of the Registrant'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 Registrant, 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.

         The following  table sets forth the maximum  month-end  balance and the
average balance of FHLB advances for the periods indicated.


                                       11

<PAGE>

<TABLE>
<CAPTION>
                                                                 During the Year Ended
                                                                       June 30,
                                                                 ---------------------
                                                                     2000      1999
                                                                    ------    ------
                                                                     (In thousands)
<S>                                                                <C>       <C>
Maximum amount of short-term borrowings outstanding at any
month end:
  Advances from FHLB..........................................      $3,000    $   --
Approximate average short-term borrowings outstanding with
respect to:
  Advances from FHLB..........................................      $1,497    $   --
  Approximate weighted average rate paid on:
  Advances from FHLB..........................................        6.10%       --%

</TABLE>

Employees

         At June 30, 2000,  the  Registrant  had 11 full-time  and one part-time
employees.  None of the  Registrant's  employees are represented by a collective
bargaining  group.  The  Registrant  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.

Recent Regulation

         The  Gramm-Leach-Bliley  Act (the "Act"),  became  effective  March 11,
2000,  which  permits  qualifying  bank holding  companies  to become  financial
holding  companies and thereby  affiliate  with  securities  firms and insurance
companies and engage in other  activities that are financial in nature.  The Act
defines  "financial in nature" to include securities  underwriting,  dealing and
market  making;  sponsoring  mutual funds and  investment  companies;  insurance
underwriting and agency;  merchant banking  activities;  and activities that the
Board has  determined to be closely  related to banking.  A qualifying  national
bank also may engage,  subject to limitations on investment,  in activities that
are financial in nature,  other than insurance  underwriting,  insurance company
portfolio  investment,  real estate  development,  and real  estate  investment,
through a financial subsidiary of the bank.

         The Act also  prohibits  new  unitary  thrift  holding  companies  from
engaging in  nonfinancial  activities or from  affiliating  with an nonfinancial
entity.  As a  grandfathered  unitary thrift holding  company,  the Company will
retain its authority to engage in nonfinancial activities. However, the Act will
have  few  direct  effects  on the  operations  or  powers  of  federal  savings
associations or of savings and loan holding companies.

         The Act imposes  significant  new  financial  privacy  obligations  and
reporting requirements on all financial institutions,  including federal savings
associations.  Specifically,  the  statute,  among other  things,  will  require
financial  institutions  (a) to establish  privacy policies and disclose them to
customers both at the  commencement of a customer  relationship and on an annual
basis  and  (b) to  permit  customers  to opt out of a  financial  institution's
disclosure of financial  information to  nonaffiliated  third  parties.  The Act
requires the federal financial regulators to promulgate regulations implementing
these  provisions  within six months of  enactment,  and the  statute's  privacy
requirements will take effect one year after enactment.

                                       12

<PAGE>

Regulation of the Company

         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.

         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.  The Act  terminated  the "unitary  thrift  holding
company   exemption"  for  all  companies   that  applied  to  acquire   savings
associations  after May 4, 1999. Since the Company is  grandfathered  under this
provision of the Act, its unitary holding  company powers and  authorities  were
not affected.  However,  if the Company were to acquire control of an additional
savings  association,  its business  activities  would be subject to restriction
under the Home Owners' Loan Act. Furthermore,  if the Company were in the future
to sell control of the Bank to any other company, such company would not succeed
to the Company's  grandfathered status under the Act and would be subject to the
same business activity  restrictions.  See "- Regulation of the Bank - Qualified
Thrift Lender Test."

Regulation of the Bank

         General.  Set forth below is a brief  description  of certain laws that
relate to the  regulation of the Bank.  The  description  does not purport to be
complete and is qualified  in its entirety by reference to  applicable  laws and
regulations.  As a federally chartered,  SAIF-insured  savings association,  the
Bank is  subject  to  extensive  regulation  by the OTS  and the  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 BIF and  depositors.
The  regulatory  structure  also  gives  the  regulatory  authorities  extensive
discretion in connection with their  supervisory and enforcement  activities and
examination  policies,  including policies with respect to the classification of
assets and the  establishment  of adequate  loan loss  reserves  for  regulatory
purposes.

         Insurance of Deposit  Accounts.  The deposit  accounts held by the Bank
are  insured by the BIF to a maximum of  $100,000  for each  insured  member (as
defined by law and regulation).  The Bank is required to pay insurance  premiums
based on a percentage  of its insured  deposits to the FDIC for insurance of its
deposits by the BIF. The FDIC also maintains another insurance fund, the Savings
Institution

                                       13

<PAGE>

Insurance Fund ("SAIF"),  which primarily insures commercial bank deposits.  The
FDIC has set the deposit insurance assessment rates for BIF-member  institutions
for the  first  six  months  of 2000 at 0% to .027% of  insured  deposits  on an
annualized basis, with the assessment rate for most savings  institutions set at
0%.

         In  addition,  all  FDIC-insured   institutions  are  required  to  pay
assessments  to the FDIC at an annual  rate of  approximately  .0212% of insured
deposits to fund interest payments on bonds issued by the Financing  Corporation
("FICO"),  an agency of the Federal  government  established to recapitalize the
predecessor to the SAIF.  These  assessments  will continue until the FICO bonds
mature in 2017.

         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.

         Loans to One  Borrower.  A savings  association  may not make a loan or
extend  credit to a single or related group of borrowers in excess of 15% of the
associations's unimpaired capital and surplus. An additional amount may be lent,
equal to 10% of the unimpaired capital and surplus, under certain circumstances.
At June 30, 2000, the  Registrant's  lending limit for loans to one borrower was
approximately  $500,000 and had no  outstanding  commitments  that  exceeded the
loans to one borrower limit at the time originated or committed.

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

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

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

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

                                       14

<PAGE>

and related  equity  investments,  certain  mortgage-related  securities,  small
business  loans,  student  loans  and  credit  card  loans,  and 50% of  certain
community  development loans). For purposes of the statutory QTL test, portfolio
assets are defined as total assets minus intangible assets, property used by the
institution in conducting its business,  and liquid assets equal to 10% of total
assets.  A savings  institution  must  maintain its status as a QTL on a monthly
basis in at least  nine out of every 12  months.  A failure  to qualify as a QTL
results in a number of sanctions,  including the imposition of certain operating
restrictions and a restriction on obtaining  additional  advances from its FHLB.
At June 30, 2000, the Bank was in compliance with its QTL requirement.

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

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

         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,  2000,  the  Bank  was  in  compliance  with  these  Federal  Reserve  Board
requirements.

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

         (a)  Properties.  The Registrant owns its main office and branch office
which are both located in Pittsburgh,  Pennsylvania.  The main office is located
at 807 Middle Street and the branch office is located at 5035 Curry Road.

         (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."

                                       15

<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  Registrant  are
periodically involved, such as claims to enforce liens, condemnation proceedings
on properties in which the Registrant holds security interests, claims involving
the making and servicing of real property  loans,  and other issues  incident to
the  Registrant'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, 2000 (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.


                                       16

<PAGE>

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

         The Registrant's  consolidated financial statements under Item 13(a) 13
are incorporated herein by reference.

         The report of the prior independent accountants follows as part of this
Item 7.

                                                          [LOGO]
                                                 Stokes Kelly & Hinds, LLC
                                                 Certified Public Accountants
                                                    & Business Advisors

                                                          Members:
                                            American and Pennsylvania Institutes
                                                of Certified Public Accountants

                                                    Division for CPA Firms:
                                                       SEC Practice Section


                          INDEPENDENT AUDITOR'S REPORT



The Board of Directors and Shareholders
WSB Holding Company

We have audited the accompanying  consolidated statements of financial condition
of WSB Holding Company and subsidiaries (the "Company") as of June 30, 1999, and
the related consolidated  statements of income,  stockholders'  equity, and cash
flows for the one year then ended. These consolidated  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of WSB Holding Company
and  subsidiaries  as of June 30, 1999, and the results of their  operations and
their  cash  flows  for the one year then  ended in  conformity  with  generally
accepted accounting principles.

/s/ Stokes Kelly & Hinds, LLC
-----------------------------
Pittsburgh, Pennsylvania

July 30, 1999

                                       17

<PAGE>

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

         Information  regarding the change in accountants is incorporated herein
         to  Forms  8-K and  8-K/A,  filed  April  17,  2000  and May 11,  2000,
         respectively.

                                    PART III

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

         The  information  required  under this item is  incorporated  herein by
reference  to  the  Proxy  Statement  contained  under  the  sections  captioned
"Principal Holders," "Section 16(a) Beneficial Ownership Reporting  Compliance,"
"Proposal I - Election of Directors," and " - Biographical Information."

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

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

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

         (a)      Security Ownership of Certain Beneficial Owners
         (b)      Security Ownership of Management

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

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

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

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


                                       18

<PAGE>



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

          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 D.
                          Neudorfer **
                    10.1  1998 Stock Option Plan ***
                    10.2  Restricted Stock Plan and Trust Agreement ***
                    10.3  Form of Supplemental Benefit Agreement****
                    10.4  Form of Split Dollar Agreement****
                    13    Portions of the 2000 Annual Report to Stockholders
                    21    Subsidiaries   of  the   Registrant   (See   "Item  1-
                          Description of Business")
                    23    Consent of S.R. Snodgrass, A.C.
                    23.1  Consent of Stokes Kelly & Hinds, LLC
                    27    Financial Data Schedule (electronic filing only)

               (b)  Reports on Forms 8-K and 8-K/A, dated April 17, 2000 and May
                    11, 2000, respectively, were filed to disclose the change in
                    Registrant's independent accountant's.



--------------------
*    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.
**** Incorporated  by  reference to the June 30, 1999 Form 10-KSB filed with the
     SEC on September 22, 1999.


                                       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 22,
2000.

                        WSB HOLDING COMPANY


                        By:   /s/Robert D. Neudorfer
                           -----------------------------------------------------
                              Robert D. 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 22, 2000.

<TABLE>
<CAPTION>
<S>                                                         <C>
/s/Robert D. Neudorfer                                        /s/John P. Mueller
------------------------------------------------              ----------------------------------------------
Robert D. Neudorfer                                           John P. Mueller
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, Chief Financial Officer, and Director              Vice President and Director
(Principal Accounting Officer)


/s/Joseph J. Manfred                                          /s/Johanna C. Guehl
------------------------------------------------              ----------------------------------------------
Joseph J. Manfred                                             Johanna C. Guehl
Director                                                      Director

</TABLE>