UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

     For  the quarterly period ended December 31, 2002

                                                         or

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

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

                         Commission File Number: 0-22444

                               WVS Financial Corp.
      --------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Pennsylvania                                       25-1710500
----------------------------------------               -------------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                           Identification Number)

           9001 Perry Highway
           Pittsburgh, Pennsylvania                              15237
----------------------------------------               -------------------------
(Address of principal executive offices)                       (Zip Code)

                                 (412) 364-1911
-------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirement for the past 90 days.
YES  X   NO
    ---    ---

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12 b-2 of the Exchange Act).
YES       NO  X
   ---       ---

     Shares outstanding as of February 11, 2003:  2,593,670 shares Common Stock,
$.01 par value.


<PAGE>

<TABLE>
<CAPTION>



                       WVS FINANCIAL CORP. AND SUBSIDIARY
                       ----------------------------------

                                      INDEX
                                      -----

PART I.                    Financial Information                                     Page
-------                    ---------------------                                     ----

<S>                                                                                   <C>
Item 1.                    Financial Statements

                           Consolidated Statements of Financial
                           Condition as of December 31, 2002
                           and June 30, 2002 (Unaudited)                               3

                           Consolidated Statements of Income
                           for the Three and Six Months Ended
                           December 31, 2002 and 2001 (Unaudited)                      4

                           Consolidated Statements of Cash Flows
                           for the Six Months Ended December 31,
                           2002 and 2001 (Unaudited)                                   5

                           Consolidated Statements of Changes in
                           Stockholders' Equity for the Six Months
                           Ended December 31, 2002 (Unaudited)                         7

                           Notes to Unaudited Consolidated
                           Financial Statements                                        8

Item 2.                    Management's Discussion and Analysis of
                           Financial Condition and Results of
                           Operations for the Three and Six Months
                           Ended December 31, 2002                                    12

Item 3.                    Quantitative and Qualitative Disclosures
                           about Market Risk                                          19

Item 4.                    Controls and Procedures                                    25

PART II.                   Other Information                                         Page
--------                   -----------------                                         ----

Item 1.                    Legal Proceedings                                          26
Item 2.                    Changes in Securities and Use of Proceeds                  26
Item 3.                    Defaults upon Senior Securities                            26
Item 4.                    Submission of Matters to a Vote of Security Holders        26
Item 5.                    Other Information                                          26
Item 6.                    Exhibits and Reports on Form 8-K                           27
                           Signatures                                                 28
                           Certification of Chief Executive Officer                   29
                           Certification of Chief Accounting Officer                  30

</TABLE>

                                       2

<PAGE>


<TABLE>
<CAPTION>

                       WVS FINANCIAL CORP. AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   (UNAUDITED)
                                 (In thousands)
                                                                            December 31, 2002       June 30, 2002
                                                                            ------------------    ------------------
          Assets
          ------
<S>                                                                            <C>                 <C>
Cash and due from banks                                                        $     965           $     879
Interest-earning demand deposits                                                   2,031               2,298
Investment securities available-for-sale (amortized cost of
   $2,981 and $8,375)                                                              3,154               8,426
Investment securities held-to-maturity (market value of
   $171,255 and $146,146)                                                        167,564             142,958
Mortgage-backed securities available-for-sale (amortized cost of
   $5,304 and $6,196)                                                              5,586               6,450
Mortgage-backed securities held-to-maturity (market value of
   $87,064 and $76,819)                                                           86,515              76,093
Federal Home Loan Bank stock, at cost                                              8,688               8,281
Net loans receivable (allowance for loan losses of $2,776 and $2,758)            126,847             152,905
Accrued interest receivable                                                        4,187               3,903
Premises and equipment                                                             1,221                 996
Deferred taxes and other assets                                                    1,478               1,722
                                                                               ---------           ---------
          TOTAL ASSETS                                                         $ 408,236           $ 404,911
                                                                               =========           =========

          Liabilities and Stockholders' Equity
          ------------------------------------
Liabilities:
Savings Deposits:
   Non-interest-bearing accounts                                               $  11,682           $  12,615
   NOW accounts                                                                   21,039              20,872
   Savings accounts                                                               40,958              41,620
   Money market accounts                                                          13,966              14,843
   Certificates of deposit                                                        78,215              84,709
                                                                               ---------           ---------
    Total savings deposits                                                       165,860             174,659
Federal Home Loan Bank advances                                                  169,287             159,937
Other borrowings                                                                  38,184              33,731
Advance payments by borrowers for taxes and insurance                              1,368               3,013
Accrued interest payable                                                           1,703               1,698
Other liabilities                                                                  1,746               1,620
                                                                               ---------           ---------
     TOTAL LIABILITIES                                                           378,148             374,658

Stockholders' equity:
Preferred stock:
   5,000,000 shares, no par value per share, authorized; none
   outstanding                                                                       ---                 ---
Common stock:
   10,000,000 shares, $.01 par value per share, authorized;
   3,730,258 and 3,729,858 shares issued                                              37                  37
Additional paid-in capital                                                        20,039              20,037
Treasury stock: 1,128,416 and 1,051,872 shares at cost,
    respectively                                                                 (16,351)            (15,133)
Retained earnings, substantially restricted                                       26,117              25,183
Accumulated other comprehensive income                                               300                 201
Unallocated shares - Recognition and Retention Plans                                 (54)                (72)
                                                                               ---------           ---------
     TOTAL STOCKHOLDERS' EQUITY                                                   30,088              30,253
                                                                               ---------           ---------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 408,236           $ 404,911
                                                                               =========           =========
</TABLE>



          See accompanying notes to consolidated financial statements.
                                       3

<PAGE>


<TABLE>
<CAPTION>



                                            WVS FINANCIAL CORP. AND SUBSIDIARY
                                            CONSOLIDATED STATEMENTS OF INCOME
                                                       (UNAUDITED)
                                            (In thousands, except per share data)
                                                                Three Months Ended               Six Months Ended
                                                                    December 31,                    December 31,
                                                            --------------------------      --------------------------
                                                               2002            2001            2002            2001
INTEREST AND DIVIDEND INCOME:                               ----------      ----------      ----------      ----------
<S>                                                         <C>             <C>             <C>             <C>
     Loans                                                  $    2,580      $    3,489      $    5,389      $    7,040
     Investment securities                                       1,728           1,628           3,470           3,510
     Mortgage-backed securities                                    644             840           1,452           1,815
     Interest-earning deposits with other
         institutions                                                3               4               7               7
     Federal Home Loan Bank stock                                   68             130             137             269
                                                            ----------      ----------      ----------      ----------
          Total interest and dividend income                     5,023           6,091          10,455          12,641
                                                            ----------      ----------      ----------      ----------
INTEREST EXPENSE:
     Deposits                                                      867           1,324           1,826           2,932
     Borrowings                                                  2,148           2,307           4,371           4,552
     Advance payments by borrowers for taxes
       and insurance                                                 3               6               9              12
                                                            ----------      ----------      ----------      ----------
          Total interest expense                                 3,018           3,637           6,206           7,496
                                                            ----------      ----------      ----------      ----------
NET INTEREST INCOME                                              2,005           2,454           4,249           5,145
PROVISION FOR LOAN LOSSES                                        ---                20              18              57
NET INTEREST INCOME AFTER PROVISION                         ----------      ----------      ----------      ----------
   FOR LOAN LOSSES                                               2,005           2,434           4,231           5,088
                                                            ----------      ----------      ----------      ----------
NON-INTEREST INCOME:
     Service charges on deposits                                    96             107             196             211
     Gain on sale of investments                                     1             ---              64             ---
                                                            ----------      ----------      ----------      ----------
     Other                                                          75              74             154             144
                                                            ----------      ----------      ----------      ----------
          Total non-interest income                                172             181             414             355
                                                            ----------      ----------      ----------      ----------

NON-INTEREST EXPENSE:
     Salaries and employee benefits                                609             618           1,211           1,245
     Occupancy and equipment                                        95              93             183             183
     Deposit insurance premium                                       8               8              15              17
     Data processing                                                50              48              98              93
     Correspondent bank service charges                             37              41              77              84
     Other                                                         246             301             580             464
                                                            ----------      ----------      ----------      ----------
          Total non-interest expense                             1,045           1,109           2,164           2,086
                                                            ----------      ----------      ----------      ----------

INCOME BEFORE INCOME TAXES                                       1,132           1,506           2,481           3,357
INCOME TAXES                                                       351             397             701           1,008
                                                            ----------      ----------      ----------      ----------
NET INCOME                                                  $      781      $    1,109      $    1,780      $    2,349
                                                            ==========      ==========      ==========      ==========
EARNINGS PER SHARE:
     Basic                                                  $     0.30      $     0.40      $     0.67      $     0.86
     Diluted                                                $     0.30      $     0.40      $     0.67      $     0.85

AVERAGE SHARES OUTSTANDING:
     Basic                                                   2,631,112       2,740,451       2,646,522       2,746,905
     Diluted                                                 2,636,633       2,752,157       2,651,926       2,757,951

</TABLE>

          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

<TABLE>
<CAPTION>

                       WVS FINANCIAL CORP. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (In thousands)

                                                                                   Six Months Ended
                                                                                     December  31,
                                                                                ---------------------
                                                                                  2002         2001
OPERATING ACTIVITIES                                                            --------    ---------

<S>                                                                            <C>          <C>
Net income                                                                     $   1,780    $   2,349
Adjustments to reconcile net income to cash provided by operating
 activities:
   Provision for loan and real estate owned losses                                    33           57
   Gain on sale of investments                                                       (64)         ---
   Depreciation and amortization, net                                                 62           62
   Amortization of discounts, premiums and deferred loan fees                      1,761         (299)
   Amortization of ESOP, RRP and deferred and unearned
      compensation                                                                    18           39
   (Increase) decrease in accrued interest receivable                               (284)         794
   Increase (decrease) in accrued interest payable                                     5         (221)
   Decrease in accrued and deferred taxes                                            (29)        (110)
   Other, net                                                                        115         (143)
                                                                                --------    ---------
         Net cash provided by operating activities                                 3,397        2,528
                                                                                --------    ---------
INVESTING ACTIVITIES

Available-for-sale:
   Purchases of investments and mortgage-backed securities                        (2,381)     (17,165)
   Proceeds from repayments of investments and mortgage-backed securities          8,093        1,512
   Proceeds from sale of investments securities                                      639          ---
Held-to-maturity:
   Purchases of investments and mortgage-backed securities                      (109,876)    (151,814)
   Proceeds from repayments of investments and mortgage-backed securities         73,241      145,709
Decrease (increase) in net loans receivable                                       25,884       12,850
Sale of real estate owned                                                            220          ---
Purchase of Federal Home Loan Bank stock                                            (407)      (1,072)
Purchases of premises and equipment                                                 (288)         (92)
Other, net                                                                           ---           27
                                                                                --------    ---------
         Net cash used for investing activities                                   (4,875)     (10,045)
                                                                                --------    ---------

</TABLE>

                                       5

<PAGE>

<TABLE>
<CAPTION>

                       WVS FINANCIAL CORP. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (In thousands)

                                                                            Six Months Ended
                                                                               December 31,
                                                                          ----------------------
                                                                            2002          2001
       FINANCING ACTIVITIES                                               --------      --------

<S>                                                                         <C>            <C>
Net increase (decrease) in transaction and passbook accounts                (2,305)        3,753
Net decrease in certificates of deposit                                     (6,494)       (7,414)
Net increase (decrease) in FHLB short-term advances                         14,350       (11,236)
Net increase in other borrowings                                             4,453        11,713
Proceeds from FHLB long-term advances                                          ---        17,279
Repayments of FHLB long-term advances                                       (5,000)       (3,000)
Net decrease in advance payments by borrowers for taxes and insurance       (1,645)       (1,696)
Net proceeds from issuance of common stock                                       2            46
Funds used for purchase of treasury stock                                   (1,218)         (530)
Cash dividends paid                                                           (846)         (878)
                                                                          --------      --------
         Net cash provided by financing activities                           1,297         8,037
                                                                          --------      --------
        (Decrease) increase in cash and cash equivalents                      (181)          520

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD                         3,177         2,993
                                                                          --------      --------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD                            $  2,996      $  3,513
                                                                          ========      ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

   Cash paid during the period for:
      Interest on deposits, escrows and borrowings                        $  6,201      $  7,717
      Income taxes                                                        $    780      $  1,160

   Non-cash item:
      Pennsylvania Education Tax Credit                                   $    100      $    100


</TABLE>



          See accompanying notes to consolidated financial statements.

                                       6
<PAGE>


<TABLE>
<CAPTION>

                                                         WVS FINANCIAL CORP. AND SUBSIDIARY
                                           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                                                      (UNAUDITED)
                                                                    (In thousands)
                                                                                               Accumulated
                                                                                                Other        Retained
                                           Additional               Unallocated  Unallocated   Compre-       Earnings
                                Common      Paid-In     Treasury   Shares Held   Shares Held   hensive    Substantially
                                 Stock      Capital      Stock        by ESOP      by RRP      Income      Restricted       Total
                               --------    --------    --------    ------------  -----------   --------   -------------   --------
<S>                              <C>       <C>         <C>         <C>             <C>         <C>          <C>           <C>
Balance at June 30, 2002         $   37    $ 20,037    $(15,133)   $    ---        $     (72)  $    201     $ 25,183      $ 30,253

Comprehensive income:

   Net Income                                                                                                  1,780         1,780
   Other comprehensive
     income:
     Change in unrealized
       holding gains on
       securities, net of
       income tax effect of
       $51                                                                                           99                         99
                                                                                                                          --------

Comprehensive income                                                                                                         1,879

Purchase of shares for
   treasury stock                                        (1,218)                                                            (1,218)


Accrued compensation
   expense for Recognition
   and Retention Plans (RRP)                                                              18                                    18

Exercise of stock options                         2                                                                              2

Cash dividends declared
   ($0.32 per share)                                                                                           (846)          (846)
                               --------    --------    --------    ------------  -----------   --------   -------------   --------

Balance at Dec. 31, 2002         $   37    $ 20,039    $(16,351)   $    ---        $     (54)  $    300     $ 26,117      $ 30,088
                               ========    ========    ========    ============  ===========   ========   =============   ========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       7
<PAGE>



                       WVS FINANCIAL CORP. AND SUBSIDIARY
                       ----------------------------------

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1.   BASIS OF PRESENTATION
     ---------------------

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

2.   RECENT ACCOUNTING PRONOUNCEMENTS
     --------------------------------



On October 1, 2002,  the  Financial  Accounting  Standards  Board (FASB)  issued
Statement of  Financial  Accounting  Standards  (FAS) No. 147,  Acquisitions  of
Certain  Financial   Institutions,   effective  for  all  business  combinations
initiated  after  October  1,  2002.  This  Statement  addresses  the  financial
accounting  and  reporting  for the  acquisition  of all or part of a  financial
institution,  except for a transaction  between two or more mutual  enterprises.
This  Statement  removes  acquisitions  of  financial  institutions,  other than
transactions  between two or more mutual enterprises,  from the scope of FAS No.
72, Accounting for Certain Acquisitions of Banking or Thrift  Institutions,  and
FASB  Interpretation  No. 9,  Applying APB Opinions No. 16 and 17 When a Savings
and  Loan  Association  or a  Similar  Institution  Is  Acquired  in a  Business
Combination Accounted for by the Purchase Method. The acquisition of all or part
of a financial  institution that meets the definition of a business  combination
shall be accounted for by the purchase  method in  accordance  with FAS No. 141,
Business  Combinations,  and FAS No. 142, Goodwill and Other Intangible  Assets.
This  Statement  also provides  guidance on the accounting for the impairment or
disposal of acquired long-term customer-relationship  intangible assets (such as
depositor- and  borrower-relationship  intangible  assets and credit  cardholder
intangible assets), including those acquired in transactions between two or more
mutual  enterprises.  The  adoption  of FAS No.  147 is not  expected  to have a
material effect on the Company's financial position or results of operations.

On December 31, 2002, the FASB issued FAS No. 148,  Accounting  for  Stock-Based
Compensation - Transition and Disclosure,  which amends FAS No. 123,  Accounting
for Stock-Based Compensation.  FAS No. 148 amends the disclosure requirements of
FAS No. 123 to require more prominent and more frequent disclosures in financial
statements about the effects of stock-based  compensation.  Under the provisions
of FAS No. 123,  companies that adopted the preferable,  fair value based method
were required to apply that method  prospectively  for new stock option  awards.
This  contributed to a "ramp-up" effect on stock-based  compensation  expense in
the first few years following  adoption,  which caused concern for companies and
investors  because of the lack of  consistency in reported  results.  To address
that concern,  FAS No. 148 provides two  additional  methods of transition  that
reflect  an  entity's  full  complement  of  stock-based   compensation  expense
immediately upon adoption,  thereby  eliminating the ramp-up effect. FAS No. 148
also  improves the clarity and  prominence  of  disclosures  about the pro forma
effects of using the fair  value  based  method of  accounting  for  stock-based
compensation  for all  companies-regardless  of the accounting  method used-by
requiring  that  the  data  be  presented  more   prominently   and  in  a  more
user-friendly format in the footnotes to the financial statements.  In addition,
the statement  improves the  timeliness of those  disclosures  by requiring that
this information be included in interim as well as annual financial  statements.
The  transition  guidance and annual  disclosure  provisions  of FAS No. 148 are
effective  for fiscal  years  ending  after  December  15,  2002,  with  earlier

                                       8
<PAGE>

application   permitted  in  certain   circumstances.   The  interim  disclosure
provisions are effective for financial reports containing  financial  statements
for interim periods beginning after December 15, 2002.

In November 2002, the FASB issued Interpretation No.45,  Guarantor's  Accounting
and Disclosure  requirements for Guarantees,  Including  Indirect  Guarantees of
Indebtedness of Others. This interpretation  elaborates on the disclosures to be
made by a guarantor  in its interim and annual  financial  statements  about its
obligations  under certain  guarantees that it has issued.  This  interpretation
clarifies  that a  guarantor  is  required  to  disclose  (a) the  nature of the
guarantee,  including the approximate  term of the guarantee,  how the guarantee
arose,  and the events or  circumstances  that would  require the  guarantor  to
perform under the guarantee; (b) the maximum potential amount of future payments
under the guarantee;  (c) the carrying amount of the liability,  if any, for the
guarantor's  obligations  under the guarantee;  and (d) the nature and extent of
any recourse provisions or available  collateral that would enable the guarantor
to recover  the  amounts  paid under the  guarantee.  This  interpretation  also
clarifies  that a guarantor  is required to  recognize,  at the  inception  of a
guarantee,  a liability  for the  obligations  it has  undertaken in issuing the
guarantee,  including its ongoing  obligation to stand ready to perform over the
term of the  guarantee  in the event  that the  specified  triggering  events or
conditions occur. The objective of the initial  measurement of that liability is
the fair value of the guarantee at its inception.  The initial  recognition  and
initial  measurement  provisions  of this  interpretation  are  applicable  on a
prospective  basis to  guarantees  issued or modified  after  December 31, 2002,
irrespective of the guarantor's fiscal year-end. The disclosure  requirements in
this interpretation are effective for financial  statements of interim or annual
periods ending after December 15, 2002.

                                       9


<PAGE>
<TABLE>
<CAPTION>


3.   EARNINGS PER SHARE
     ------------------

     The  following  table  sets  forth the  computation  of basic  and  diluted
earnings per share.

                                                   Three Months Ended                  Six Months Ended
                                                      December 31,                       December 31,
                                            ----------------------------        ----------------------------
                                                 2002              2001             2002              2001
                                            -----------      -----------        -----------      -----------
<S>                                           <C>              <C>                <C>              <C>
Weighted average common shares
   outstanding                                3,730,258        3,711,964          3,730,084        3,711,321

Average treasury stock shares                (1,099,146)        (971,513)        (1,083,562)        (964,416)

Average unearned ESOP shares                        ---              ---                ---              ---
                                            -----------      -----------        -----------      -----------
Weighted average common shares
   and common stock equivalents
   used to calculate basic earnings
   per share                                  2,631,112         2,740,451         2,646,522        2,746,905

Additional common stock
   equivalents (stock options) used
   to calculate diluted earnings per
   share                                          5,521           11,706              5,404          11,046
                                            -----------      -----------        -----------      -----------
Weighted average common shares
   and common stock equivalents
   used to calculate diluted earnings
   per share                                  2,636,633        2,752,157          2,651,926        2,757,951
                                            ===========      ===========        ===========      ===========
Net income                                  $   781,465      $ 1,108,828        $ 1,781,310      $ 2,349,367
                                            ===========      ===========        ===========      ===========
Earnings per share:
     Basic                                  $      0.30      $      0.40        $      0.67      $      0.86
     Diluted                                $      0.30      $      0.40        $      0.67      $      0.85
                                            ===========      ===========        ===========      ===========

</TABLE>



All options at  December  31, 2002 and  December  31, 2001 were  included in the
computation of diluted earnings per share.

                                       10

<PAGE>




4.   COMPREHENSIVE INCOME
     --------------------

     Other  comprehensive  income  primarily  reflects changes in net unrealized
gains/losses on  available-for-sale  securities.  Total comprehensive  income is
summarized as follows (dollars in thousands):


<TABLE>
<CAPTION>

                                  Three Months Ended December 31,           Six Months Ended December 31,
                                    2002                 2001                   2002                 2001
                              -----------------   -----------------     -------------------   -------------------
<S>                            <C>        <C>               <C>           <C>
Net income                                $781              $1,109                   $1,780              $2,349
Other comprehensive
  income:
    Unrealized gains
     on available for
     sale securities            $44                 $(4)                  $214                   $124
    Less:
     Reclassification
      adjustment for gain
      included in net             1                 ---                     64                    ---
      income
                              ------     ------   ------   --------     -------     --------    ------  --------
Other comprehensive
  income before tax                         43                  (4)                     150                 124
Income tax expense
  related to other
  comprehensive income                      15                  (1)                      51                  42

                                         ------            --------                 --------            --------
Other comprehensive
  income, net of tax                        28                  (3)                      99                  82
                                         ------            --------                 --------            --------
Comprehensive income                      $809              $1,106                   $1,879              $2,431
                                         ======            ========                 ========            ========

</TABLE>

                                       11


<PAGE>


ITEM 2.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2002

FORWARD LOOKING STATEMENTS

     When used in this Form  10-Q,  in future  filings by the  Company  with the
Securities  and Exchange  Commission,  in the Company's  press releases or other
public  or  shareholder  communications,  or in oral  statements  made  with the
approval of an authorized  executive officer,  the words or phrases "will likely
result",  "are expected to",  "will  continue",  "is  anticipated",  "estimate",
"project"  or similar  expressions  are  intended to identify  "forward  looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995.  Such  statements  are  subject  to  certain  risks  and  uncertainties
including changes in economic  conditions in the Company's market area,  changes
in policies by regulatory  agencies,  fluctuations in interest rates, demand for
loans in the  Company's  market area and  competition  that could  cause  actual
results  to differ  materially  from  historical  earnings  and those  presently
anticipated  or projected.  The Company  wishes to caution  readers not to place
undue reliance on any such forward  looking  statements,  which speak only as of
the date made.  The Company  wishes to advise  readers  that the factors  listed
above  could  affect the  Company's  financial  performance  and could cause the
Company's  actual  results  for  future  periods to differ  materially  from any
opinions or statements  expressed  with respect to future periods in any current
statements.

     The Company does not undertake,  and specifically disclaims any obligation,
to  publicly  release the result of any  revisions  which may be made to forward
looking  statements  to  reflect  events  or  circumstances  after  the  date of
statements or to reflect the occurrence of anticipated or unanticipated events.

GENERAL

     WVS Financial Corp.  ("WVS" or the "Company") is the parent holding company
of West View Savings Bank ("West View" or the "Savings  Bank").  The Company was
organized in July 1993 as a Pennsylvania-chartered  unitary bank holding company
and acquired 100% of the common stock of the Savings Bank in November 1993.

     West View  Savings  Bank is a  Pennsylvania-chartered,  SAIF-insured  stock
savings bank conducting  business from six offices in the North Hills suburbs of
Pittsburgh.  The  Savings  Bank  converted  to the stock  form of  ownership  in
November 1993. The Savings Bank had no subsidiaries at December 31, 2002.

     The operating results of the Company depend primarily upon its net interest
income, which is determined by the difference between income on interest-earning
assets, principally loans, mortgage-backed securities and investment securities,
and interest expense on interest-bearing liabilities, which consist primarily of
deposits  and  borrowings.  The  Company's  net income is also  affected  by its
provision  for loan  losses,  as well as the level of its  non-interest  income,
including loan fees and service charges, and its non-interest expenses,  such as
compensation  and  employee  benefits,   income  taxes,  deposit  insurance  and
occupancy costs.

     The Company's strategy focuses on community-based  lending,  growth of core
deposits,  capital management,  maintaining strong non-interest  expense ratios,
and steadily increasing book value per share.

FINANCIAL CONDITION

     The  Company's  assets  totaled  $408.2  million at December 31,  2002,  as
compared to $404.9  million at June 30, 2002.  The $3.3 million or 0.8% increase
in total assets was primarily  comprised of a $29.3 million or 12.1% increase in
investment  and  mortgage-backed  securities,  including  FHLB stock,  which was
partially offset by a $26.1 million or 17.0% decrease in net loans receivable.

                                       12

<PAGE>


     The Company's  total  liabilities  increased $3.4 million or 0.9% to $378.1
million as of December 31, 2002,  from $374.7  million as of June 30, 2002.  The
$3.4 million  increase in total  liabilities  was primarily  comprised of a $9.4
million or 5.9% increase in FHLB advances,  and a $4.5 million or 13.2% increase
in other  borrowings,  which  were  partially  offset by a $8.8  million or 5.0%
decrease in total savings deposits,  a $1.6 million or 54.6% decrease in advance
payments by borrowers  for taxes and  insurance  due to the seasonal  payment of
local real estate  taxes.  During the six months ended  December 31, 2002,  time
deposits  decreased  $6.5 million due to seasonal  withdrawals of municipal time
deposits.  Transaction and passbook accounts decreased $2.3 million.  Management
believes  that the  decrease  in  transaction  and  savings  balances  were also
primarily  attributable to seasonal  withdrawals and draw downs of tax collector
and builder accounts.

     Total stockholders' equity decreased $165 thousand or 0.5% to $30.1 million
as of  December  31,  2002,  from  $30.3  million as of June 30,  2002.  Capital
expenditures  for the  Company's  stock  repurchase  program and cash  dividends
totaled  $1.2  million and $846  thousand,  respectively,  which were  primarily
funded by net income of $1.8 million for the six months ended December 31, 2002.


RESULTS OF OPERATIONS

     General.  WVS  reported  net  income  of $781  thousand,  or $0.30  diluted
earnings per share,  and $1.8 million or $0.67 diluted  earnings per share,  for
the three and six months  ended  December  31,  2002,  respectively.  Net income
decreased by $328  thousand or 29.6% and diluted  earnings  per share  decreased
$0.10 or 25.0% for the three months ended  December 31, 2002,  when  compared to
the same period in 2001.  The decrease in net income was primarily  attributable
to a $449 thousand decrease in net interest income and a $9 thousand decrease in
non-interest  income,  which were partially offset by a $64 thousand decrease in
non-interest  expense, a $46 thousand decrease in income tax expense,  and a $20
thousand  decrease  in  provision  for loan  losses.  For the six  months  ended
December 31, 2002,  net income  decreased by $569  thousand or 24.2% and diluted
earnings per share  decreased $0.18 or 21.2% when compared to the same period in
2001. The decrease was principally the result of a $896 thousand decrease in net
interest income and a $78 thousand increase in non-interest expense,  which were
partially  offset by a $307  thousand  decrease  in income  tax  expense,  a $59
thousand  increase  in  non-interest  income,  and a $39  thousand  decrease  in
provision for loan losses.

     Net Interest  Income.  The Company's net interest income  decreased by $449
thousand or 18.3% and $896  thousand or 17.4% for the three and six months ended
December 31, 2002, respectively,  when compared to the same periods in 2001. The
decrease  in net  interest  income for both the three and six month  periods was
principally  attributable  to lower rates earned on Company  assets due to lower
market interest rates which was partially offset by lower rates paid on deposits
and borrowings. The Company experienced higher levels of repayments on its loan,
investment,   and  mortgage-backed  securities  portfolios  due  to  refinancing
activities for both the three and six months ended December 31, 2002.

     Interest Income.  Interest on net loans receivable  decreased $909 thousand
or 26.1% and $1.7 million or 23.5% for the three and six months  ended  December
31, 2002, respectively,  when compared to the same periods in 2001. The decrease
for the three months ended December 31, 2002 was  attributable  to a decrease of
$41.6 million in the average balance of net loans  receivable  outstanding and a
decrease of 30 basis  points in the weighted  average  yield earned on net loans
receivable  for the three months ended  December 31, 2002,  when compared to the
same period in 2001.  The decrease  for the six months ended  December 31, 2002,
was  attributable  to a decrease of $38.0 million in the average  balance of net
loans  receivable  outstanding  and a 26 basis point  decrease  in the  weighted
average yield earned on net loans  receivable  for the six months ended December
31, 2002, when compared to the same period in 2001. The decreases in the average
loan balance  outstanding  for both the three and six months ended  December 31,
2002, were primarily  attributable to increased  levels of mortgage  prepayments
and  refinancings  due to  lower  market  rates  on  mortgages.  As  part of its
asset/liability  management strategy, the Company has limited its origination of
longer-term  fixed  rate  loans to  mitigate  its  exposure  to a rise in market
interest rates.

                                       13

<PAGE>


     Interest on  mortgage-backed  securities ("MBS") decreased $196 thousand or
23.3% and $363 thousand or 20.0% for the three and six months ended December 31,
2002, respectively,  when compared to the same periods in 2001. The decrease for
the three months ended  December 31, 2002 was  primarily  attributable  to a 175
basis point  decrease in the weighted  average  yield earned on  mortgage-backed
securities for the period, which was partially offset by a $7.0 million increase
in the average balance of mortgage-backed  securities  outstanding for the three
months ended  December 31, 2002,  when compared to the same period in 2001.  The
decrease  for  the  six  months  ended  December  31,  2002,   was   principally
attributable to a 191 basis point decrease in the weighted  average yield earned
on  mortgage-backed  securities for the period,  which was partially offset by a
$11.0  million  increase in the average  balance of  mortgage-backed  securities
outstanding  for the six months ended  December 31, 2002,  when  compared to the
same  period in 2001.  The  decrease in the  weighted  average  yield  earned on
mortgage-backed  securities was consistent with market  conditions for the three
and six months ended  December 31, 2002,  and reflects the higher  proportion of
floating rate MBS in the  portfolio.  The  increases in the average  balances of
mortgage-backed  securities  during the three and six months ended  December 31,
2002  were  primarily  attributable  to the  reinvestment  of a  portion  of the
Company's loan payment proceeds into floating rate MBS.

     Interest  and  dividend  income on  interest-bearing  deposits  with  other
institutions,   investment   securities,   and  FHLB  stock  ("other  investment
securities")  increased  by $37  thousand  or 2.1% for the  three  months  ended
December 31, 2002,  when  compared to the same period in 2001.  The increase was
principally  attributable to a $20.7 million  increase in the average balance of
other investment securities  outstanding for the three months ended December 31,
2002, when compared to the same period in 2001,  which was partially offset by a
55 basis point decrease on the weighted average yield earned on other investment
securities  when  compared  to the  same  period  in  2001.  Interest  on  other
investment  securities  decreased $172 thousand or 4.5% for the six months ended
December 31, 2002,  when  compared to the same period in 2001.  The decrease for
the six months ended  December 31, 2002,  was  primarily  attributable  to a 130
basis point  decrease in the weighted  average yield earned on other  investment
securities  for the  period,  which  was  partially  offset  by a $30.1  million
increase in the average balance of other investment  securities  outstanding for
the six months  ended  December 31,  2002,  when  compared to the same period in
2001.  The decrease in the weighted  average  yield earned was  consistent  with
market  conditions  for the three and six months ended  December  31, 2002.  The
increase  in the  average  balance of other  investment  securities  outstanding
during  the three and six  months  ended  December  31,  2002,  was  principally
attributable  to the  reinvestment  of a portion of the  Company's  loan payment
proceeds into shorter-term corporate bonds.

     Interest  Expense.  Interest expense on deposits and escrows decreased $460
thousand or 34.6% and $1.1  million or 37.7% for the three and six months  ended
December 31, 2002,  respectively,  when compared to the same period in 2001. The
decrease in interest  expense on deposits and escrows for the three months ended
December  31,  2002,  was  attributable  to a 221 basis  point  decrease  in the
weighted  average yield paid on deposits and escrows for the period,  and a $3.2
million decrease in the average balance of interest-bearing deposits and escrows
for the three months ended  December 31, 2002,  when compared to the same period
in 2001.  The  decrease in interest  expense on deposits and escrows for the six
months ended December 31, 2002, was  attributable  to a 132 basis point decrease
in the weighted  average yield paid on deposits and escrows for the period and a
$3.2 million  decrease in the average balance of  interest-bearing  deposits and
escrows for the six months ended  December 31, 2002,  when  compared to the same
period  in  2001.  The  average  yield  paid on  interest-bearing  deposits  was
consistent  with market  conditions  for the three and six months ended December
31, 2002. The decrease in the average balance of  interest-bearing  deposits and
escrows for the three and six months ended  December 31, 2002 was  primarily due
to seasonal  withdrawals of municipal time deposits and seasonal withdrawals and
draw downs of  transaction  and  savings  balances  by local tax  collector  and
builders.

     Interest on FHLB advances and other  borrowings  decreased $159 thousand or
6.9% and $181  thousand or 4.0% for the three and six months ended  December 31,
2002, respectively,  when compared to the same periods in 2001. The decrease for
the three months ended  December 31, 2002, was  attributable  to a $10.2 million
decrease  in  the  average  balance  of  FHLB  advances  and  other   borrowings
outstanding  for the three months ended  December 31, 2002 when  compared to the
same period in 2001, and a 7 basis point  decrease in the weighted  average rate
paid on such  borrowings  for the three  months ended  December  31,  2002.  The
decrease  for  the  six  months  ended  December  31,  2002,   was   principally
attributable  to a 37 basis point decrease in the weighted  average rate paid on

                                       14

<PAGE>

FHLB advances and other  borrowings  for the six months ended  December 31, 2002
when compared to the same period in 2001,  which was partially  offset by a $5.9
million  increase in the average balance of such borrowings  outstanding for the
six months ended  December 31, 2002,  when  compared to the same period in 2001.
The increase in the average  balance of FHLB advances and other  borrowings  for
the six months  ended  December  31, 2002,  was  primarily to fund  purchases of
investments  and  mortgage-backed  securities.  The  weighted  average rate paid
declined less than deposits due to longer average maturity of the Company's FHLB
advances outstanding.

     Provision  for Loan  Losses.  A  provision  for loan  losses is  charged to
earnings to  maintain  the total  allowance  at a level  considered  adequate by
management  to  absorb   potential   losses  in  the   portfolio.   Management's
determination  of the adequacy of the allowance is based on an evaluation of the
portfolio  considering past experience,  current  economic  conditions,  volume,
growth and composition of the loan portfolio, and other relevant factors.

     The Company  recorded  no  provision  for loan losses for the three  months
ended  December 31, 2002,  compared to $20 thousand for the same period in 2001.
For the six months ended December 31, 2002, the Company  recorded a $18 thousand
provision  compared to a $57 thousand  for the same period in 2001.  At December
31, 2002, the Company's total allowance for loan losses amounted to $2.8 million
or 2.0% of the Company's  total loan  portfolio,  as compared to $2.8 million or
1.6% at December 31, 2001. The Company  believes that its loan loss reserves are
prudent and warranted at this time due to the weakening of the national economy.

     Non-Interest  Income.  Non-interest income decreased by $9 thousand or 5.0%
for the three months ended  December 31, 2002,  when compared to the same period
in 2001. The decrease was primarily  attributable to decreases in service charge
income earned on  transaction  accounts.  For the six months ended  December 31,
2002,  non-interest  income increased $59 thousand or 16.6% when compared to the
same period in 2001. The increase was primarily  attributable  to gains on sales
of investments from the Company's investment portfolio.

     Non-Interest  Expense.  Non-interest expense decreased $64 thousand or 5.8%
for the three months ended  December 31, 2002,  when compared to the same period
in 2001.  The decrease was  principally  attributable  to timing  differences on
charitable  contributions  booked during the quarter ended September 30, 2002 as
compared to the quarter ended December 31, 2001,  which were partially offset by
a $50 thousand increase in legal costs during the quarter,  when compared to the
same period in 2001.  For the six months ended  December 31, 2002,  non-interest
expense increased $78 thousand or 3.7% when compared to the same period in 2001.
The  increase in  non-interest  expense for the six month  period was  primarily
attributable to legal and disposition  costs associated with  collections,  past
due loans and liquidating collateral.


LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating  activities  totaled $3.4 million during the
six months ended  December 31, 2002.  Net cash provided by operating  activities
was  primarily  comprised  of $1.8  million of net income,  and $1.8  million in
amortization of discounts,  premiums and deferred loan fees, which was partially
offset by a $284 thousand increase in accrued interest receivables.

     Funds used for  investing  activities  totaled $4.9 million  during the six
months  ended  December  31,  2002.  Primary uses of funds during the six months
ended December 31, 2002, included $112.7 million for purchases of investment and
mortgage-backed  securities,  including  Federal Home Loan Bank stock,  and $288
thousand for purchases of equipment to upgrade the Bank's  technology  platform,
which were  partially  offset by $81.3  million of proceeds  from  repayments of
investments  and  mortgage-backed  securities,  a $25.9 million  decrease in net
loans  receivable,  $639  thousand  of  proceeds  from  the  sale of  investment
securities,  and $220  thousand of  proceeds  from the sale of other real estate
owned.

                                       15

<PAGE>


     Funds  provided by  financing  activities  totaled $1.3 million for the six
months ended December 31, 2002. The primary  financial  sources included a $14.4
million  increase in  short-term  FHLB  advances and a $4.5 million  increase in
other  short-term  borrowings,  which were  partially  offset by a $10.4 million
decrease in deposits and escrows,  a $5.0  million  repayment of long-term  FHLB
advances,  $1.2 million in purchased  treasury stock,  and $846 thousand in cash
dividends  paid on the  Company's  common  stock.  Management  believes  that it
currently  is  maintaining  adequate  liquidity  and  continues  to better match
funding sources with lending and investment opportunities.

     During  the  quarter  ended  December  31,  2002,   the  Company   borrowed
approximately $14.3 million in various short-term  borrowings from the FHLB with
a weighted average rate of 1.66%, and incurred $85.7 million in other short-term
borrowings with a weighted average rate of 1.41%.  During the three months ended
December 31, 2002,  the Company  repaid $5.0 million of long-term  FHLB advances
and $66.6 million of other short-term  borrowings with weighted average rates of
2.45% and 1.54%, respectively.

     The  Company's  primary  sources  of  funds  are  deposits,   amortization,
repayments  and  maturities of existing  loans,  mortgage-backed  securities and
investment  securities,  funds from operations,  and funds obtained through FHLB
advances and other  borrowings.  At December 31, 2002,  the total  approved loan
commitments outstanding amounted to $238 thousand. At the same date, commitments
under unused lines of credit amounted to $6.7 million and the unadvanced portion
of  construction  loans  approximated  $8.2  million.  Certificates  of  deposit
scheduled  to mature in one year or less at December  31,  2002,  totaled  $53.0
million.  Management  believes that a significant  portion of maturing  deposits
will remain with the Company.

     Historically,  the Company used its sources of funds  primarily to meet its
ongoing   commitments  to  pay  maturing   savings   certificates   and  savings
withdrawals,  fund loan  commitments  and  maintain a  substantial  portfolio of
investment  securities.  The Company has been able to generate  sufficient  cash
through the retail deposit market,  its traditional  funding source, and through
FHLB  advances and other  borrowings,  to provide the cash utilized in investing
activities.  The Company also has access to the Federal  Reserve  Bank  discount
window.  Management  believes that the Company currently has adequate  liquidity
available to respond to liquidity demands.

     On January 2, 2003 the Company  announced its Sixth Stock  Buyback  Program
totaling  130,000,  or  approximately  5%, of the Company's  common shares.  The
Company intends to fund this buyback  primarily from  internally  generated cash
flow.

     On January 28,  2003,  the  Company's  Board of  Directors  declared a cash
dividend of $0.16 per share payable February 20, 2003, to shareholders of record
at the close of  business  on  February  10,  2003.  Dividends  are  subject  to
determination and declaration by the Board of Directors, which take into account
the  Company's  financial  condition,  statutory  and  regulatory  restrictions,
general  economic  conditions and other factors.  There can be no assurance that
dividends will in fact be paid on the Common Stock in future periods or that, if
paid, such dividends will not be reduced or eliminated.

     As of December 31,  2002,  WVS  Financial  Corp.  exceeded  all  regulatory
capital requirements and maintained Tier I and total risk-based capital equal to
$29.8  million  or 12.5% and $32.6  million  or  13.7%,  respectively,  of total
risk-weighted  assets,  and Tier I leverage capital of $29.8 million or 7.89% of
average quarterly assets.

     Nonperforming  assets consist of nonaccrual  loans and real estate owned. A
loan is placed on  nonaccrual  status when, in the judgment of  management,  the
probability of collection of interest is deemed  insufficient to warrant further
accrual.  When a loan is placed on  nonaccrual  status,  previously  accrued but
uncollected interest is deducted from interest income. The Company normally does
not accrue interest on loans past due 90 days or more, however,  interest may be
accrued if management believes that it will collect on the loan.

     The  Company's   nonperforming   assets  at  December  31,  2002,   totaled
approximately  $4.3  million or 1.1% of total assets as compared to $5.3 million
or 1.3% of total assets at June 30, 2002.  Nonperforming  assets at December 31,
2002, consisted of: five commercial real estate loans totaling $3.6 million, two

                                       16



<PAGE>

construction   and  land   development   loans  totaling  $578   thousand,   one
single-family  loan  totaling $67  thousand,  one  commercial  loan totaling $22
thousand, and one home equity line of credit totaling $10 thousand.

     The $1.0 million  decrease in  nonperforming  assets  during the six months
ended  December  31,  2002  was  comprised  of  a  $520  thousand   decrease  in
single-family   loans,  a  $420  thousand  decrease  in  construction  and  land
development  loans,  a $180 thousand  decrease in commercial  loans,  and a $235
thousand  decrease in other real estate owned,  which were partially offset by a
$300 thousand increase in commercial real estate loans.

     The land acquisition and development loan classified as non-accrual at June
30, 2002 was released by the Bankruptcy Court and sold in July 2002. The Savings
Bank recovered the full  principal  balance plus  approximately  $36 thousand in
previously unaccrued interest.

     As of June 30, 2002, the Company had one non-accruing  commercial loan with
a principal balance of $198 thousand.  The loan is secured by various commercial
business assets  including  photographic  equipment and a truck,  along with the
personal  guarantees of both owners.  In July 2002,  the Company  entered into a
loan work-out  that  provided for reduced  monthly loan payments in exchange for
the pledging of additional  unrelated  business assets. The revised payment plan
went into  effect in August  2002 and the  borrowers  are  performing  under the
modified terms, therefore the loan is no longer classified as non-accrual.

     As of December 31, 2002, the Company had five  commercial real estate loans
classified as non-accrual loans.

     One of the commercial real estate loans is secured by a restaurant and real
estate located in Wexford,  PA. The outstanding  principal  balance of this loan
totals $181  thousand  and is part of a court  supervised  bankruptcy  plan.  In
brief,  the  original  bankruptcy  plan in November  1995 called for payments in
excess of the original loan terms to cure the  deficiency  within the next three
years.  During the quarter  ended June 30, 2002,  the original  court  appointed
dispersing  agent stopped making payments and is being  investigated by the U.S.
Attorney's Office for bankruptcy fraud and money  laundering.  On July 31, 2002,
the United  States  Bankruptcy  Court for the Western  District of  Pennsylvania
appointed a successor  disbursing  agent for the limited  purpose of  disbursing
funds  currently held in escrow (rent  payments) as well as regularly  scheduled
payments  due under the plan.  The Savings  Bank has not  modified  the original
terms of this loan, and we have been collecting payments since August 2002.

     The  Company  has one  non-accrual  commercial  real  estate  loan  and one
non-accrual  construction  loan,  to a retirement  village  located in the North
Hills  area.  Both loans  became  delinquent  in fiscal  2000.  The  outstanding
principal  balances  total $3.8  million,  of which $2.6 million is owned by the
Company  and the  remaining  $1.2  million is secured  by the  Company  for four
participating  lenders.  During the  quarter  ended  December  31, 2002 the Bank
entered into Loan Modification  Agreements with respect to these credits.  Among
other things the obligor agreed to (i) resume monthly interest-only  payments on
the $1.3 million loan and to secure third-party refinancing on or before July 1,
2003;  (ii) resume monthly  principal and interest  payments on the $2.5 million
loan;  (iii)  consent  to  Judgment  in  Mortgage   Foreclosure  which  will  be
discontinued  upon  payment of the $1.3  million  loan;  and (iv) to release the
Savings Bank from any and all claims - including  the  litigation  referenced in
"Part II - Other  Information - Item #1,  Litigation".  Among other things,  the
Savings  Bank agreed to (i) modify  certain  interest  rates,  and (ii)  forgive
accrued and  uncollected  interest,  late charges and legal fees if the modified
payments are received  and the full  principal  balance on both loans are repaid
according to their modified terms.

     The Company  has one  non-accruing  commercial  real  estate  loan,  with a
principal balance of $980 thousand,  to a personal care home that was originally
part  of the  two  retirement  village  loans  discussed  above.  Due to the low
occupancy  of the  personal  care  home,  and  the  related  cash  drain  on the
retirement  village,  the Savings Bank "carved out"  approximately $1 million of
loan debt from the retirement  village,  assigned that $1 million in debt to the
personal care home, and allowed one of the obligors - a geriatric physician - to
separately  own and operate the personal care home as a separate  facility.  The
borrower was in compliance with a written loan work-out agreement until February
2002.  Sporadic  payments  have been  received  since March 2002.  The  borrower

                                       17


<PAGE>

alleges  insufficient  operating cash,  along with the loss of other income,  to
service the debt.  The Savings Bank also holds three other loans,  totaling $366
thousand,  secured by pledges of various real estate and  chattel,  to this same
borrower  which were  non-accrual  as of September 30, 2002.  During the quarter
ended  December 31, 2002,  the obligor  filed for  bankruptcy  protection  under
Chapter 11 of the  Federal  Bankruptcy  Code.  The Company  has  retained  legal
counsel and is negotiating with the obligor to effect an orderly transfer of the
personal care home and related real property.  The Company and its legal counsel
are also  investigating  other  claims and  remedies  against  other  properties
pledged as collateral for these loans.

     As of December 31, 2002, the Company has one  non-accruing  commercial real
estate loan with a principal  balance of $103 thousand.  The obligors have filed
for bankruptcy  under Chapter 7 of the Federal  Bankruptcy Code. In January 2003
the Bankruptcy  Court entered an Order  authorizing  the listing for sale of the
real property securing the loan and also ordered interest only payments to begin
in February 2003.

     The Company had one  non-accrual  single-family  loan with a balance of $67
thousand and one  non-accrual  first  mortgage home equity line of credit with a
balance of $10 thousand. Both loans are in the process of collection.

     During the six months ended  December 31, 2002,  the Company  collected and
recognized  approximately $44 thousand in past due interest on its nonperforming
loans. Approximately $117 thousand of additional interest income would have been
recorded  during  the six months  ended  December  31,  2002,  if the  Company's
nonaccrual  and  restructured  loans had been current in  accordance  with their
original loan terms and outstanding throughout the six months ended December 31,
2002. The Company continues to work with the borrowers in an attempt to cure the
defaults and is also pursuing various legal avenues in order to collect on these
loans.

                                       18


<PAGE>


ITEM 3.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ASSET AND LIABILITY MANAGEMENT

     The Company's  primary market risk exposure is interest rate risk and, to a
lesser extent, liquidity risk. All of the Company's transactions are denominated
in US dollars with no specific foreign exchange  exposure.  The Savings Bank has
no agricultural  loan assets and therefore would not have a specific exposure to
changes in commodity prices.  Any impacts that changes in foreign exchange rates
and  commodity  prices would have on interest  rates are assumed to be exogenous
and will be analyzed on an ex post basis.
                           -- ----

     Interest  rate risk  ("IRR") is the  exposure  of a banking  organization's
financial condition to adverse movements in interest rates.  Accepting this risk
can be an important  source of  profitability  and shareholder  value,  however,
excessive levels of IRR can pose a significant  threat to the Company's earnings
and capital base.  Accordingly,  effective risk management that maintains IRR at
prudent levels is essential to the Company's safety and soundness.

     Evaluating a financial  institution's exposure to changes in interest rates
includes  assessing both the adequacy of the management  process used to control
IRR and the organization's  quantitative  level of exposure.  When assessing the
IRR management process,  the Company seeks to ensure that appropriate  policies,
procedures, management information systems and internal controls are in place to
maintain IRR at prudent levels with  consistency and continuity.  Evaluating the
quantitative  level of IRR exposure  requires the Company to assess the existing
and potential  future effects of changes in interest  rates on its  consolidated
financial condition, including capital adequacy, earnings, liquidity, and, where
appropriate, asset quality.

     Financial  institutions  derive their income  primarily  from the excess of
interest  collected  over interest  paid.  The rates of interest an  institution
earns  on its  assets  and owes on its  liabilities  generally  are  established
contractually  for a period of time.  Since  market  interest  rates change over
time, an institution is exposed to lower profit margins (or losses) if it cannot
adapt to interest-rate changes. For example, assume that an institution's assets
carry  intermediate-  or long-term fixed rates and that those assets were funded
with  short-term  liabilities.  If market  interest  rates  rise by the time the
short-term  liabilities  must be refinanced,  the increase in the  institution's
interest  expense on its liabilities  may not be  sufficiently  offset if assets
continue  to  earn  interest  at the  long-term  fixed  rates.  Accordingly,  an
institution's  profits could decrease on existing assets because the institution
will either have lower net interest income or, possibly,  net interest  expense.
Similar  risks  exist when  assets  are  subject  to  contractual  interest-rate
ceilings,  or rate  sensitive  assets  are  funded  by  longer-term,  fixed-rate
liabilities in a decreasing-rate environment.

     During the six months ended December 31, 2002, the level of market interest
rates  remained  at  relatively   low  levels  due  to  the  Federal   Reserve's
accommodative  monetary  policy and the  weakness in the national  economy.  The
marked  decline in equity  market  prices and reduced  corporate  earnings  have
caused a  considerable  disintermediation  from the  equity to the fixed  income
markets,  further  compounding  the decline in market  interest rates across the
yield curve.  In November,  2002 the Federal Reserve further reduced the federal
funds rate by fifty basis points.

     Due to the rapid decline in market  interest  rates,  the  Company's  loan,
investment and  mortgage-backed  securities  portfolios  experienced much higher
than anticipated  levels of prepayments.  Principal  repayments on the Company's
loan,  investment and mortgage-backed  securities  portfolios for the six months
ended December 31, 2002, totaled $35.8 million,  $43.2 million and $38.5 million
respectively.

     In response to higher  levels of liquidity  the Company  began to rebalance
its loan, investment and mortgage-backed  securities portfolios.  Due to the low
level of market interest rates, the Company continued to reduce its originations
of long-term fixed rate mortgages while continuing to offer consumer home equity
and construction loans. The Company's  commercial loan exposure was also reduced

                                       19

<PAGE>

in  recognition  of the  weaknesses  in the  national and local  economies.  The
Company continued to purchase  investment grade corporate bonds in order to earn
a higher  return with a shorter  maturity  profile and to reduce the  prepayment
risk within the portfolio.  Each of the aforementioned strategies also helped to
improve the interest-rate and liquidity risks associated with the Savings Bank's
customers' liquidity preference for shorter term deposit products.

     The Company also makes available for origination residential mortgage loans
with  interest  rates which  adjust  pursuant to a  designated  index,  although
customer acceptance has been somewhat limited in the Savings Bank's market area.
The Company will continue to  selectively  offer  commercial  real estate,  land
acquisition and development,  and shorter-term  construction loans, primarily on
residential  properties,  to partially increase its loan asset sensitivity.  The
Company  intends to emphasize  higher  yielding  home equity and small  business
loans to existing customers and seasoned prospective customers.

     During the quarter ended December 31, 2002,  principal investment purchases
were  comprised  of:  investment  grade  corporate  bonds - $37.8 million with a
weighted average yield of approximately 3.62%;  callable government agency bonds
- $1.1  million  with a  weighted  average  yield of  approximately  2.52%;  and
collateralized  mortgage  obligations - $48.4 million with an original  weighted
average yield of approximately  2.87%. Major investment proceeds received during
the quarter ended December 31, 2002 were:  investment  grade  corporate  bonds -
$17.1 million with a weighted  average yield of  approximately  3.65%;  callable
government  agency  bonds  -  $5.0  million  with a  weighted  average  rate  of
approximately 6.98%; and investment grade commercial paper - $3.6 million with a
weighted average yield of approximately 2.10%. In most cases, the initial spread
earned on  government  agency and  investment  grade  corporate  bond  purchases
averaged approximately 210 basis points.

     As of December 31, 2002,  the  implementation  of these asset and liability
management initiatives resulted in the following:

     1)   the  Company's   liquidity   profile  has  improved  by  reducing  the
          investment portfolio's stated final maturities as follows: less than 1
          year:  $79.1 million or 30.1%;  1-3 years:  $16.2 million or 6.2%; 3-5
          years: $0 million or 0.0%; over 5 years: $167.5 million or 63.7%;
     2)   $70.1 million or 76.4% of the Company's  portfolio of  mortgage-backed
          securities  (including  collateralized  mortgage obligations - "CMOs")
          were comprised of floating rate instruments;
     3)   the maturity  distribution of the Company's  borrowings is as follows:
          less than 1 year:  $58.8 million or 28.3%;  1-3 years: $0 or 0.0%; 3-5
          years:  $4.2 million or 2.0%;  over 5 years:  $144.5 million or 69.7%;
          and
     4)   an  aggregate  of $39.4  million  or 31.1% of the  Company's  net loan
          portfolio had adjustable  interest rates or maturities of less than 12
          months.

     The effect of interest rate changes on a financial institution's assets and
liabilities may be analyzed by examining the "interest rate  sensitivity" of the
assets  and  liabilities  and  by  monitoring  an  institution's  interest  rate
sensitivity  "gap".  An asset or liability is said to be interest rate sensitive
within a specific  time period if it will mature or reprice  within a given time
period.  A gap is  considered  positive  (negative)  when  the  amount  of  rate
sensitive assets (liabilities)  exceeds the amount of rate sensitive liabilities
(assets).  During a period of falling  interest rates, a negative gap would tend
to result  in an  increase  in net  interest  income.  During a period of rising
interest  rates,  a  positive  gap would  tend to result in an  increase  in net
interest income.

                                       20

<PAGE>



     The following  table sets forth certain  information at the dates indicated
relating  to  the  Company's   interest-earning   assets  and   interest-bearing
liabilities which are estimated to mature or are scheduled to reprice within one
year.

                                           December 31,        June 30,
                                           -----------         --------
                                              2002         2002         2001
                                            --------     --------     --------
                                                  (Dollars in Thousands)
Interest-earning assets maturing or
   repricing within one year                $265,881     $252,467     $155,928
Interest-bearing liabilities maturing or
   repricing within one year                 152,981      142,823      137,232
                                            --------     --------     --------

Interest sensitivity gap                    $112,900     $109,644     $ 18,696
                                            ========     ========     ========
Interest sensitivity gap as a percentage of
   total assets                                27.6%         27.1%        (4.7)%
Ratio of assets to liabilities
   maturing or repricing within one year      173.8%        176.8%       113.6%


     During the quarter  ended  December 31, 2002,  the Company  managed its one
year interest sensitivity gap by: (1) generally limiting  incremental  corporate
bond purchases to those with repricing dates within 2 years;  and (2) purchasing
floating rate CMO's which reprice on a monthly basis.

                                       21


<PAGE>


 The following table illustrates the Company's estimated stressed cumulative
 repricing gap - the difference between the amount of interest-earning assets
 and interest-bearing liabilities expected to reprice at a given point in time -
 at December 31, 2002. The table estimates the impact of an upward or downward
 change in market interest rates of 100 and 200 basis points.

<TABLE>
<CAPTION>
                                        Cumulative Stressed Repricing Gap
                                        ---------------------------------



                            Month 3    Month 6   Month 12   Month 24   Month 36     Month 60     Long Term
                             -------   -------   --------   --------   --------     --------   ---------
                                                      (Dollars in Thousands)
Base Case Up 200 bp
-------------------
<S>                           <C>       <C>       <C>        <C>         <C>         <C>            <C>
Cummulative
 Gap ($'s)                    88,935    95,246    103,497    114,387     118,539     103,176        27,599
% of Total
  Assets                        21.7%     23.2%      25.3%      27.9%       28.9%       25.2%          6.7%
Base Case Up 100 bp
-------------------
Cummulative
 Gap($'s)                     90,900    98,381    107,711    123,054     131,831     116,786        27,599
% of Total
  Assets                        22.2%     24.0%      26.3%      30.0%       32.2%       28.5%          6.7%
Base Case No Change
-------------------
Cummulative
 Gap($'s)                     93,552   102,656    112,900    130,063     139,695     121,107        27,600
% of Total
  Assets                        22.8%     25.1%      27.6%      31.7%       34.1%       29.6%          6.7%
Base Case Down 100 bp
---------------------
Cummulative
 Gap($'s)                     94,454   103,861    113,928    132,658     140,586     121,470        27,599
% of Total
  Assets                        23.1%     25.3%      27.8%      32.4%       34.3%       29.6%          6.7%
Base Case Down 200 bp
---------------------
Cummulative
 Gap($'s)                     94,946   104,374    114,420    133,043     140,864     121,566        27,599
% of Total
  Assets                        23.2%     25.5%      27.9%      32.5%       34.4%       29.7%          6.7%

</TABLE>

     Beginning in the third quarter of fiscal 2001, the Company began to utilize
an income  simulation model to measure interest rate risk and to manage interest
rate  sensitivity.  The Company  believes  that income  simulation  modeling may
enable the  Company to better  estimate  the  possible  effects on net  interest
income  due to  changing  market  interest  rates.  Other key  model  parameters
include:  estimated  prepayment  rates on the  Company's  loan,  mortgage-backed
securities and investment  portfolios;  savings decay rate assumptions;  and the
repayment terms and embedded options of the Company's borrowings.

                                       22



<PAGE>


The following  table presents the simulated  impact of a 100 and 200 basis point
upward or downward shift in market interest rates on net interest income, return
on average  equity,  return on average  assets and the market value of portfolio
equity at December 31, 2002.
<TABLE>
<CAPTION>

                             Analysis of Sensitivity to Changes in Market Interest Rates
                             -----------------------------------------------------------

                                                             Modeled Change in Market Interest Rates
                                             -------------------------------------------------------------------
<S>                                           <C>             <C>           <C>            <C>            <C>
Estimated impact on:                         -200            -100           0             +100           +200
--------------------
   Change in net interest income             -19.5%          -12.7%         0.0%          8.2%           15.1%

   Return on average equity                  7.53%           8.83%          11.25%        12.78%         14.07%

   Return on average assets                  0.55%           0.64%          0.83%         0.95%          1.05%

   Market value of equity (in
      thousands)                             $16,770         $17,690        $19,208       $19,260        $18,962

</TABLE>



     The  table  below  provides  information  about the  Company's  anticipated
transactions comprised of firm loan commitments and other commitments, including
undisbursed  letters  and  lines  of  credit.  The  Company  used no  derivative
financial instruments to hedge such anticipated  transactions as of December 31,
2002.




                    Anticipated Transactions
-----------------------------------------------------------
                                     (Dollars in Thousands)
Undisbursed construction and
    land development loans
      Fixed rate                           $ 2,602
                                              6.81%

      Adjustable rate                      $ 5,564
                                              5.41%

Undisbursed lines of credit
      Adjustable rate                      $ 6,740
                                              5.36%

Loan origination commitments
      Fixed rate                           $   153
                                              6.50%

      Adjustable rate                      $    85
                                              7.04%

Letters of credit
      Adjustable rate                      $    82
                                              7.25%
                                           -------
                                           $15,226
                                           =======

                                       23
<PAGE>

     In the ordinary course of its construction  lending  business,  the Savings
Bank enters into performance standby letters of credit.  Typically,  the standby
letters of credit  are issued on behalf of a builder to a third  party to ensure
the timely  completion  of a certain  aspect of a  construction  project or land
development. At Decemter 31, 2002 the Savings Bank had three performance standby
letters of credit outstanding  totaling  approximately $82 thousand.  Two of the
performance  standby  letters of credit are secured by deposits with the Savings
Bank,  and the other is secured by real estate.  All three  performance  standby
letters  of credit  will  mature  within  twelve  months.  In the event that the
obligor is unable to perform its  obligations as specified in the standby letter
of credit agreement, the Savings Bank would be obligated to disburse funds up to
the amount specified in the standby letter of credit agreement. The Savings Bank
maintains  adequate  collateral that could be liquidated to fund this contingent
obligation.


                                       24
<PAGE>

ITEM 4.


CONTROLS AND PROCEDURES

     Within 90 days  prior to the date of this  Quarterly  Report,  the  Company
carried out an evaluation,  under the supervision and with the  participation of
the Company's  management,  including the Company's Chief Executive  Officer and
Chief Accounting  Officer,  of the  effectiveness of the design and operation of
the Company's  disclosure  controls and procedures.  Based upon that evaluation,
the Chief  Executive  Officer and Chief  Accounting  Officer  concluded that the
Company's  disclosure  controls  and  procedures  are  effective.  There were no
significant  changes in the Company's internal controls or in other factors that
could  significantly  affect  these  controls  subsequent  to the  date of their
evaluation.

     Disclosure controls and procedures are the controls and other procedures of
the Company  that are  designed to ensure  that the  information  required to be
disclosed by the Company in its reports filed or submitted  under the Securities
Exchange  Act of 1934,  as  amended  ("Exchange  Act") is  recorded,  processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules and  forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information  required to be disclosed by the Company in its reports  filed under
the Exchange Act is accumulated and  communicated  to the Company's  management,
including the principal  executive officer and principal  financial officer,  as
appropriate to allow timely decisions regarding required disclosure.

                                       25



<PAGE>



ITEM 1. Legal Proceedings
        -----------------

          The  Savings  Bank filed a  Complaint  in  Mortgage  Foreclosure  (the
     "Foreclosure")  in March 2000 against the Development  Group of Rose Valley
     (the  "Obligor"),  an obligor on two impaired and  non-accrual  loans.  The
     Foreclosure  was filed in the Court of Common  Pleas of  Allegheny  County,
     Pennsylvania  to request a judicial sale of the underlying  real properties
     securing  the  mortgage  loans  due to  nonpayment  as per the terms of the
     mortgage notes.  In November 2001, the Obligor filed an Answer,  New Matter
     and Counterclaim to the Foreclosure.  The  counterclaims  include breach of
     contract,  promissory  estoppel,  breach  of duty of good  faith  and  fair
     dealing and tortuous  interference  with prospective and existing  business
     relations and seeks damages of approximately $5.2 million. In January 2002,
     the Court dismissed the tortuous  interference claim. In December 2002, the
     Obligor  withdrew  its  lawsuit,  and released the Company from any and all
     claims, in connection with the Loan  Modifications  discussed  herein.  See
     Part I, Item 2, Management's Discussion and Analysis of Financial Condition
     and Results of Operations  for the Three and Six Months Ended  December 31,
     2002, "Liquidity and Capital Resources".


ITEM 2. Changes in Securities and Use of Proceeds
        -----------------------------------------

        Not applicable.

ITEM 3. Defaults Upon Senior Securities
        --------------------------------

        Not applicable.

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

        (a)  An annual meeting of stockholders was held on October 29, 2002.

        (b)  Not applicable.

        (c)  Two matters were voted upon at the annual meeting held on October
             29, 2002: Item 1: Proposal to elect two directors for a four-year
             term or until their successors are elected and qualified; Item 2:
             proposal to ratify the  appointment  by the Board of Directors of
             S.R. Snodgrass,  A.C. as the Company's  independent  auditors for
             the fiscal year ending June 30, 2003.

        Each of the two proposals received  stockholder  approval.  The voting
        record with respect to each item voted upon is enumerated below:
<TABLE>
<CAPTION>

            Item            Nominee
            Number        (if Applicable)              For                 Against             Abstain
            ------        ---------------              ---                 -------             -------

<S>           <C>                                    <C>                   <C>
              1         David L. Aeberli             2,269,708             83,343
                        Margaret VonDerau            2,258,895             94,156

              2         Election of Auditors         2,330,028             13,318               9,705

          There were no broker  non-votes  cast with respect to any matter voted
          upon.

     (d)  Not applicable.

</TABLE>



ITEM 5. Other Information
        -----------------

           Not applicable.

                                       26


<PAGE>

<TABLE>
<CAPTION>



ITEM 6. Exhibits and Reports on Form 8-K
        ---------------------------------

     (a)  The following  exhibits are filed as part of this Form 10-Q,  and this
          list includes the Exhibit Index.

                 Number          Description                                                     Page
                 ------      -----------------------------------------------------------        ------
                  <S>        <C>                                                                  <C>
                  99-1       Sarbanes-Oxley Act Certification of Chief Executive Officer          E-1
                  99-2       Sarbanes-Oxley Act Certification of Chief Accounting Officer         E-2
                  99-3       Independent Accountant's Report                                      E-3



     (b)  None.
</TABLE>


                                     27

<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  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.



                                   WVS FINANCIAL CORP.




     February 13, 2003             BY: /s/ David J. Bursic
                                      ------------------------------------------
     Date                                  David J. Bursic
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)


     February 13, 2003             BY:  /s/Keith A. Simpson
                                      ------------------------------------------
     Date                                  Keith A. Simpson
                                           Vice-President and Chief Accounting
                                           Officer

                                       28


<PAGE>


            SECTION 302 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, David J. Bursic, certify that:

1. I have reviewed  this  quarterly  report on Form 10-Q of WVS Financial  Corp.
(the "registrant");

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

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

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

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

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

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

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

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

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

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.


Date: February 13, 2003



                                 /s/ David J. Bursic
                                 -------------------------------------
                                 David J. Bursic
                                 President and Chief Executive Officer

                                       29
<PAGE>




            SECTION 302 CERTIFICATION OF THE CHIEF ACCOUNTING OFFICER

I, Keith A. Simpson, certify that:

1. I have reviewed  this  quarterly  report on Form 10-Q of WVS Financial  Corp.
(the "registrant");

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

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

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

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

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

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

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

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

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

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.


Date: February 13, 2003

                                    /s/ Keith A. Simpson
                                    --------------------------------------------
                                    Keith A. Simpson
                                    Vice-President and Chief Accounting Officer


                                       30