UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20552

                                  FORM 10 - QSB

-----
  X   QUARTERLY REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT
-----                                 OF 1934

      For the quarterly period ended March 31, 2001

-----
      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
-----


                    For the transition period from ___ to ___

                         Commission File Number 0-32623
                         ------------------------------

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

        Pennsylvania                                        23-2925762
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

            116 E. College Avenue, State College, Pennsylvania 16801
                    (Address of principal executive offices)

                                (814) 234 - 7320
              (Registrant's telephone number, including area code)


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

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:

                  Class: Common Stock, par value $.10 per share
                      Outstanding at May 10, 2001: 780,312

<PAGE>
                             NITTANY FINANCIAL CORP.

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                                 Page
                                                                                                                Number
                                                                                                           -----------------

<S>                                                                                                          <C>
PART I  -  FINANCIAL INFORMATION

      Item 1.       Financial Statements

                        Consolidated Balance Sheet (Unaudited) as of                                              3
                            March 31, 2001 and December 31, 2000

                        Consolidated Statement of Income (Unaudited)
                            for the Three Months ended March 31, 2001 and 2000                                    4

                        Consolidated Statement of Changes in Stockholders' Equity (Unaudited)                     5

                        Consolidated Statement of Cash Flows (Unaudited)
                            for the Three Months ended March 31, 2001 and 2000                                    6

                        Notes to Unaudited Consolidated Financial Statements                                      7

      Item 2.       Management's Discussion and Analysis of
                            Financial Condition and Results of Operations                                       8 - 11

PART II  -  OTHER INFORMATION

      Item 1.       Legal Proceedings                                                                             12

      Item 2.       Changes in Securities                                                                         12

      Item 3.       Default Upon Senior Securities                                                                12

      Item 4.       Submissions of Matters to a Vote of Security Holders                                          12

      Item 5.       Other Information                                                                             12

      Item 6.       Exhibits and Reports on Form 8 - K                                                            12

SIGNATURES                                                                                                        13

</TABLE>

<PAGE>


                             NITTANY FINANCIAL CORP.
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)

<TABLE>
<CAPTION>
                                                           March 31,      December 31,
                                                             2001            2000
                                                         ------------    ------------
<S>                                                    <C>             <C>
ASSETS
Cash and due from banks                                  $    516,609    $    411,553
Interest-bearing deposits with other banks                  5,824,255       3,821,851
Investment securities available for sale                   11,906,809      14,849,794
Investment securities held to maturity  (market
      value of $3,858,327 and $4,523,173)                   3,843,717       4,536,734
Loans receivable (net of allowance for loan losses
      of $374,381 and $343,673)                            46,344,292      43,416,301
Premises and equipment                                      1,115,459         358,854
Federal Home Loan Bank stock                                  530,000         530,000
Intangible assets                                             834,997         846,707
Accrued interest and other assets                             518,887         648,568
                                                         ------------    ------------
      TOTAL ASSETS                                       $ 71,435,025    $ 69,420,362
                                                         ============    ============

LIABILITIES
Deposits:
      Noninterest-bearing demand                         $  3,652,875    $  3,905,448
      Interest-bearing demand                               7,951,197       8,941,842
      Money market                                         12,421,942      15,021,369
      Savings                                               9,893,663       6,351,164
      Time                                                 19,749,905      19,655,028
                                                         ------------    ------------
           Total deposits                                  53,669,582      53,874,851
Short-term borrowings                                       4,611,110       2,000,000
FHLB advances                                               5,936,419       6,600,000
Accrued interest payable and other liabilities                719,966         585,939
                                                         ------------    ------------
      TOTAL LIABILITIES                                    64,937,077      63,060,790
                                                         ------------    ------------
STOCKHOLDER'S EQUITY
Serial perferred stock, no par value; 5,000,000 shares              -               -
      authorized, none issued
Common stock, $.10 par value, 10,000,000 shares
      authorized; 780,312 issued and outstanding               78,031          78,031
Additional paid-in capital                                  7,652,275       7,652,275
Retained deficit                                           (1,184,372)     (1,221,659)
Accumulated other comprehensive loss                          (47,986)       (149,075)
                                                         ------------    ------------
      TOTAL STOCKHOLDERS' EQUITY                            6,497,948       6,359,572
                                                         ------------    ------------
      TOTAL LIABILITIES AND
           STOCKHOLDERS' EQUITY                          $ 71,435,025    $ 69,420,362
                                                         ============    ============
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                        3
<PAGE>

                             NITTANY FINANCIAL CORP.
                  CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)


                                            Three Months Ended March 31,
                                                  2001         2000
                                              ----------   ----------

INTEREST AND DIVIDEND INCOME
Loans, including fees                         $  922,688   $  581,894
Investment securities                            296,032      284,424
Interest-bearing deposits with other banks        48,966       33,040
                                              ----------   ----------
      Total interest and dividend income       1,267,686      899,358
                                              ----------   ----------
INTEREST EXPENSE
Deposits                                         645,402      397,452
Borrowings                                       141,902      130,214
                                              ----------   ----------
      Total interest expense                     787,304      527,666
                                              ----------   ----------
NET INTEREST INCOME                              480,382      371,692

Provision for loan losses                         40,500       33,000
                                              ----------   ----------
NET INTEREST INCOME AFTER
   PROVISION FOR LOAN LOSSES                     439,882      338,692
                                              ----------   ----------
NONINTEREST INCOME
Service fees on deposit accounts                  69,623       54,160
Other income                                      19,455        9,862
                                              ----------   ----------
      Total noninterest income                    89,078       64,022
                                              ----------   ----------
NONINTEREST EXPENSE
Compensation and employee benefits               221,905      168,458
Occupancy and equipment                           85,400       56,614
Professional fees                                 21,484       13,948
Data processing                                   53,049       42,626
Goodwill amortization                             11,710       11,872
Stationery, printing, supplies, and postage       23,865       16,481
Other                                             74,260       55,811
                                              ----------   ----------
      Total noninterest expense                  491,673      365,810
                                              ----------   ----------
Income before income taxes                        37,287       36,904
Income taxes                                           -            -
                                              ----------   ----------
NET INCOME                                    $   37,287   $   36,904
                                              ==========   ==========
EARNINGS PER SHARE:
      Basic                                   $     0.05   $     0.05
      Diuluted                                $     0.05   $     0.05

WEIGHTED AVERAGE SHARES OUTSTANDING:
      Basic                                      780,312      683,114
      Diuluted                                   787,101      684,941


See accompanying notes to the unaudited consolidated financial statements.

                                        4
<PAGE>

                             NITTANY FINANCIAL CORP.
      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                  Accumulated
                                                                                    Other
                                                     Additional                     Compre-       Total        Compre-
                                          Common     Paid-in      Retained          hensive     Stockholders'  hensive
                                          Stock      Capital      Deficit            Loss         Equity       Income
                                         -------    ---------   ------------      ---------    -----------   ----------
<S>                                     <C>        <C>         <C>               <C>          <C>           <C>
Balance, December 31, 2000               $78,031    $7,652,275  $(1,221,659)      $ (149,075)  $  6,359,572

Net income                                                           37,287                          37,287  $  37,287
Other comprehensive income:
  Unrealized gain on available for
    sale securities                                                                  101,089        101,089    101,089
                                                                                                              ---------
Comprehensive income                                                                                         $ 138,376
                                          -------    ----------  -----------       ----------   ------------  =========
Balance, March 31, 2001                  $78,031    $7,652,275  $(1,184,372)      $  (47,986)  $  6,497,948
                                          =======    ========== ============       ==========   ============
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                        5
<PAGE>

                             NITTANY FINANCIAL CORP.
                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                     Three Months Ended March 31,
                                                                         2001           2000
                                                                     -----------    -----------
<S>                                                                <C>            <C>
OPERATING ACTIVITIES
Net income                                                           $    37,287    $    36,904
Adjustments to reconcile net income to net cash
   provided by operating activities:
      Provision for loan losses                                           40,500         33,000
      Depreciation, amortization, and accretion, net                      49,979         27,138
      Increase in accrued interest receivable                             89,858         (6,823)
      Increase in accrued interest payable                               112,115        183,179
      Other, net                                                          61,735          9,559
                                                                     -----------    -----------
      Net cash provided by operating activities                          391,474        282,957
                                                                     -----------    -----------
INVESTING ACTIVITIES
Investment securities available for sale:
      Maturities and repayments                                        3,041,364        152,294
Investment securities held to maturity:
      Maturities and repayments                                          687,468         49,851
Net increase in loans receivable                                      (3,215,610)    (4,962,164)
Proceeds from sales of loans                                             245,000      1,300,500
Purchase of premises and equipment                                      (784,496)        (5,735)
                                                                     -----------    -----------
      Net cash used for investing activities                             (26,274)    (3,465,254)
                                                                     -----------    -----------
FINANCING ACTIVITIES
Net increase (decrease) in deposits                                     (205,269)     5,351,879
Increase in short-term borrowings                                      2,611,110              -
Repayments of long-term FHLB advances                                   (663,581)             -
Net proceeds from the sale of common stock                                     -        581,379
                                                                     -----------    -----------
      Net cash provided by financing activities                        1,742,260      5,933,258
                                                                     -----------    -----------
      Increase in cash and cash  equivalents                           2,107,460      2,750,961

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                                              4,233,404      3,057,875
                                                                     -----------    -----------
CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                                                  $ 6,340,864    $ 5,808,836
                                                                     ===========    ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE Cash paid during the period for:
      Interest on deposits and borrowings                            $   675,189    $   344,487

</TABLE>


See accompanying notes to the unaudited consolidated financial statements.

                                        6

<PAGE>

                             NITTANY FINANCIAL CORP
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF PRESENTATION

The consolidated financial statements of Nittany Financial Corp. (the "Company")
includes its  wholly-owned  subsidiaries,  Nittany Bank (the "Bank") and Nittany
Asset Management, Inc. All significant intercompany items have been eliminated.

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with the  instructions  to Form  10-QSB and,  therefore,  do not
necessarily  include all information that would be included in audited financial
statements.  The information furnished reflects all adjustments that are, in the
opinion  of  management,  necessary  for a  fair  statement  of the  results  of
operations.  All such adjustments are of a normal recurring nature.  The results
of  operations  for the three  months  ended March 31, 2001 are not  necessarily
indicative of the results to be expected for the fiscal year ended  December 31,
2001 or any other future interim period.

These statements  should be read in conjunction with the consolidated  financial
statements  and related  notes for the year ended  December 31, 2000,  which are
incorporated by reference in the Company's Annual Report on Form 10-KSB.

NOTE 2 - EARNINGS PER SHARE

The Company provides dual  presentation of Basic and Diluted earnings per share.
Basic  earnings per share  utilizes net income as reported as the  numerator and
the actual average shares  outstanding as the denominator.  Diluted earnings per
share  includes  any  dilutive  effects of options,  warrants,  and  convertible
securities.  For the three  months  ended March 31,  2001 and 2000,  the diluted
number of shares  outstanding  from employee  stock options was 6,789 and 1,827,
respectively.

NOTE 3 - COMPREHENSIVE INCOME

The components of comprehensive  income consist  exclusively of unrealized gains
and losses on available  for sale  securities.  For the three months ended March
31,  2001,  this  activity is shown under the  heading  Comprehensive  Income as
presented in the Consolidated  Statement of Changes in Stockholders' Equity. For
the three months ended March 31, 2000, comprehensive income totaled $37,461.

                                       7
<PAGE>

                       MANAGEMENT DISCUSSION AND ANALYSIS

GENERAL

The Private  Securities  Litigation Act of 1995 contains safe harbor  provisions
regarding forward-looking  statements.  When used in this discussion,  the words
"believes,"  "anticipates,"  "contemplates,"  "expects," and similar expressions
are intended to identify forward-looking statements. Such statements are subject
to certain risks and  uncertainties  which could cause actual  results to differ
materially from those projected.  Those risks and uncertainties  include changes
in  interest  rates,  the  ability to control  costs and  expenses,  and general
economic  conditions.  The Company  undertakes no obligation to publicly release
the results of any revisions to those forward  looking  statements  which may be
made to reflect events or circumstances  after the date hereof or to reflect the
occurrence of unanticipated events.

COMPARISON OF FINANCIAL CONDITION

Total  assets  increased  $2,015,000  to  $71,435,000  at March  31,  2001  from
$69,420,000  at December 31, 2000.  Strong growth in commercial  and  commercial
real estate loans resulted in an increase in net loans  receivable of $2,928,000
that  was  primarily  funded  through   additional   short-term   borrowings  of
$2,611,000.

Cash and cash equivalents  increased $2,107,000 at March 31, 2001 as compared to
December 31, 2000.  This increase  resulted  from  temporary  fluctuations  with
interest-bearing  deposits  with  other  banks  due to the  timing  of  customer
activity.  Management  believes  that the  liquidity  needs of the  Company  are
satisfied by the current balance of cash and cash equivalents, readily available
access to traditional  funding  sources,  FHLB advances,  and the portion of the
investment  and loan  portfolios  that mature within one year.  These sources of
funds will enable the Company to meet cash  obligations  and  off-balance  sheet
commitments as they come due.

Investment  securities  available for sale decreased to $11,907,000 at March 31,
2001 from  $14,850,000  at December  31,  2000.  Investment  securities  held to
maturity  decreased to $3,844,000 at March 31, 2001 from  $4,537,000 at December
31, 2000. The decreases in the investment  securities  portfolios  resulted from
$3,728,000  of proceeds  received  from  principal  repayments  and  maturities.
Offsetting  the  decrease  in  the  investment  securities  available  for  sale
portfolio was an increase in the portfolio  market value of $98,000.  Management
elected not to  reinvest  these funds into  similar  securities  at this time as
higher  yielding  opportunities  are being evaluated in response to an increased
loan demand. Due to the structure of the investment  portfolio,  management does
not  anticipate a  significant  amount of  investments  to be called  during the
remainder of the year.

Net loans receivable increased to $46,344,000 at March 31, 2001 from $43,416,000
at December 31, 2000.  The increase in net loans  receivable  resulted  from the
economic

                                       8
<PAGE>

health  of  the  Company's  market  area  and  the  strategic,  service-oriented
marketing  approach  taken by  management to meet the lending needs of the area.
During 2001,  commercial  real estate and  commercial  loans grew to $14,623,000
million  from  $12,048,000  at December  31,  2000.  Management  attributes  the
increases  in  commercial  and  commercial  real  estate to  continued  customer
referrals and the Company's overall relationship with its customers. As of March
31, 2001,  the Company had  additional  commitments  to fund loan demand of $4.5
million of which approximately $1.8 million relates to commercial and commercial
real estate.

The  allowance for loans is increased by  provisions  for loan losses,  which is
charged  against  earnings,  and is  reduced by  charge-offs  and  increased  by
recoveries.  At March 31,2001, the Company's allowance for loan losses increased
$31,000 to $374,000  from  $344,000 at December  31,  2000.  This  increase  was
primarily due to the growth of commercial  real estate loans and the  commercial
loan portfolios.  The increased allowance resulted from a loan loss provision of
$41,000 and charge-offs of $11,000 during the period..

The additions to the allowance for loan losses is based upon a determination  by
management  that  it  believes  is  appropriate.  Due to the  Company's  lack of
historical   experience   since  it  is  newly  formed,   management  bases  its
determination  upon such factors as the Company's  volume and type of loans that
it   originates,   the  amount  and  trends   relating  to  its  delinquent  and
non-performing loans, regulatory policies, general economic conditions and other
factors relating to the  collectibility of loans in its portfolio.  Although the
Company  maintains its allowance for loan losses at a level that it considers to
be  adequate  to provide for the  inherent  risk of loss in its loan  portfolio,
there can be no assurance that additional  losses will not be required in future
periods.

Premises and  equipment  increased  $757,000 as of March 31, 2001 as the Company
purchased  a  commercial  building  and land for the purpose of  renovating  the
building and establishing a third branch office.

Total deposits of $53,670,000 at March 31, 2001 remained relatively unchanged as
compared to  $53,875,000  at December 31, 2000.  This  resulted  primarily  from
certain large depositors temporarily  withdrawing balances of approximately $3.5
million  just  prior  to  March  31,  2001.  While  the  Company   continues  to
aggressively  market  its  deposit  products,   management  implemented  a  cash
management  sweep account  program  primarily  aimed at commercial  customers in
2001. This program,  which offers the Company an alternative  funding vehicle to
higher  fixed  term  deposit  products,  resulted  in  an  overall  increase  in
short-term borrowings of $2,611,000.

Stockholder's  equity increased to $138,000 at March 31, 2001 as a result of net
income of $37,000,  and a decline in accumulative  other  comprehensive  loss of
$101,000.  Accumulated other comprehensive loss decreased as a result of changes
in the net unrealized  loss on investment  securities  available for sale due to
fluctuations in interest rates. Because of interest rate volatility, accumulated
other comprehensive loss could

                                       9
<PAGE>

materially  fluctuate for each interim period and year-end  period  depending on
economic and interest rate conditions.


RESULTS OF OPERATIONS

Net income of $37,000 remained  unchanged for the three-month period ended March
31, 2001 as compared to the same period  ended 2000 as increases in net interest
income and  noninterest  income of $109,000 and $25,000 were offset by increases
in noninterest  expense.  Basic and diluted  earnings per share remained at $.05
per share for both three-month periods ended.

Net  interest  income for the three  months ended March 31, 2001 was $480,000 as
compared to $372,000 for the same period ended 2000.  Interest income  increased
$368,000 for 2001 as compared to the prior year period and was influenced mainly
by increases in interest earned on loans receivable of $341,000. Interest income
was  primarily  driven by an  increase of $18.6  million in average  balances of
interest-earning assets that primarily resulted from a $15.4 million increase in
the average balance of loans  receivable.  The yield on interest  earning assets
also increased to 7.41% for the three-months ended March 31, 2001 from 7.21% for
the same period  ended 2000.  With a  significant  increase  in  commercial  and
commercial real estate lending, the yield on loans receivable increased 31 basis
points in 2001 as compared to 2000.

Interest  expense  increased  $260,000  for 2001 as  compared  to the prior year
period and was influenced  mainly by an increase in interest expense on deposits
of $248,000.  This  increase was  primarily  attributable  to an increase in the
average  balance of  interest-bearing  deposits  of $16.3  million.  The average
balances of certificates of deposit and savings deposit accounts  increased $7.8
million and $6.1 million,  respectively,  and resulted from increased  marketing
efforts and higher yielding promotional  products.  The Company's  competitively
priced deposit  products also contributed to the overall increase in the cost of
funds to 5.21% for the  three-month  period  ended March 31, 2001 from 4.88% for
the same period ended 2000.

Total  noninterest  income for the  three-months  ended March 31, 2001 increased
$25,000 as compared to the same period ended 2000.  Noninterest income items are
primarily  comprised of service  charges and fees on deposit  account  activity,
along with fee  income  derived  from  asset  management  services  and  related
commissions.  Service  fees on  deposit  accounts  increased  $15,000  and  have
progressively increased during each quarter as the number of accounts and volume
of related transactions have increased. Additionally, for the three-months ended
March 31, 2001, Nittany Asset Management  contributed  approximately  $14,000 in
commission and management fees, an increase of $4,000 over 2000.

Total noninterest  expenses  increased $126,000 for the three-months ended March
31,  2001 as  compared to the same  period  ended  2000.  The  increase in total
noninterest expenses for the current period was primarily related to operating a
larger  organization

                                       10
<PAGE>

that resulted from the opening of an additional  branch during the third quarter
of 2000, as well as the related marketing efforts to increase  visibility within
the  Company's  market.  On April 24,  2000,  the Company  entered  into a lease
agreement  for a new  branch  office  located  in  State  College,  which  began
operations on August 7, 2000.  Salary and benefits costs increased in connection
with the new branch office,  as three  full-time  staff were hired. In addition,
occupancy  and  equipment  expenses  increased  as well  due to the  new  branch
operations.  Additionally,  for the three-months  ended March 31, 2001,  Nittany
Asset Management operations contributed approximately $17,000 of other operating
expense, an increase of $5,000 over 2000.

LIQUIDITY AND CAPITAL RESOURCES

Our   primary   sources  of  funds  are   deposits,   repayment   of  loans  and
mortgage-backed securities, maturities of investments, interest-bearing deposits
with other banks and funds provided from operations.  While scheduled repayments
of loans and mortgage-backed  securities and maturities of investment securities
are predictable sources of funds, deposit flows and loan prepayments are greatly
influenced  by the general level of interest  rates,  economic  conditions,  and
competition.  We use our liquid resources  principally to fund loan commitments,
maturing  certificates of deposit and demand deposit  withdrawals,  to invest in
other interest-earning assets, and to meet operating expenses.

Liquidity may be adversely  affected by unexpected  deposit outflows,  excessive
interest rates paid by competitors,  adverse  publicity  relating to the savings
and loan industry and similar matters.  Management  monitors projected liquidity
needs and determines the level desirable based in part on the Bank's commitments
to make loans and  management's  assessment  of the Bank's  ability to  generate
funds.

Management  monitors both the Company's and the Bank's Total risk-based,  Tier I
risk-based and Tier I leverage capital ratios in order to assess compliance with
regulatory guidelines. At March 31, 2001, both the Company and the Bank exceeded
the Minimum  risk-based and leverage capital ratio  requirements.  The Company's
and Bank's Total  risk-based,  Tier I risk-based and Tier I leverage  ratios are
14.7%, 13.8%, 8.1% and 14.6%, 13.7%, 8.0%, respectively, at March 31, 2001.

                                       11

<PAGE>

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

          None

Item 2. Changes in rights of the Company's security holders

          None

Item 3. Defaults by the Company on its senior securities

          None

Item 4. Submission of matters to a vote of security holders

          None

Item 5. Other information

          None

Item 6. Exhibits and Reports on Form 8-K
<TABLE>
<CAPTION>
     <S>       <C>
          (a)     The following exhibits are included in this Report or incorporated herein by reference:
                  3(i)     Amended Articles of Incorporation of Nittany Financial Corp. *
                  3(ii)    Bylaws of Nittany Financial Corp. *
                  4        Specimen Stock Certificate of Nittany Financial Corp. *
                  10.1     Employment Agreement between the Bank and David Z. Richards *
                  10.2     Nittany Financial Corp. 1998 Stock Option Plan **
                  99.1    Independent Accountants Report
</TABLE>

*    Incorporated  by  reference  to the  identically  numbered  exhibit  to the
     registration statement on Form SB-2 (File No. 333-57277) declared effective
     by the SEC on July 31, 1998.

**   Incorporated  by  reference  to the  identically  numbered  exhibit  to the
     December 31, 1999 Form 10-KSB filed with the SEC on March 28, 2000.

          (b)     Reports on Form 8-K.
          On February  22,  2001,  a Form 8-K (Items 7 and 9) was filed with the
          Securities and Exchange Commission to disclose the Company's letter to
          its shareholders.

                                       12
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned and hereunto duly authorized.


                                     Nittany Financial Corp.


Date: May 14, 2001                   By:   /s/David Z. Richards
                                           -------------------------------------
                                           David Z. Richards
                                           President and Chief Executive Officer


                                       13