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, 2000

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


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

                        Commission File Number 333-57277
                        --------------------------------

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

            Pennsylvania                                 23-2925762
(State or other jurisdiction of incorporation  (IRS Employer Identification No.)
 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 5, 2000: 709,389


<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, 2000 and December 31, 1999

                        Consolidated Statement of Income (Unaudited)
                            for the Three Months ended March 31, 2000 and 1999                                    4

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

                        Consolidated Statement of Cash Flows (Unaudited)
                            for the Three Months ended March 31, 2000 and 1999                                    6

                        Notes to Unaudited Consolidated Financial Statements                                      7

      Item 2.       Management's Discussion and Analysis of
                            Financial Condition and Results of Operations                                       8 - 10

PART II  -  OTHER INFORMATION

      Item 1.       Legal Proceedings                                                                             11

      Item 2.       Changes in Securities                                                                         11

      Item 3.       Default Upon Senior Securities                                                                11

      Item 4.       Submissions of Matters to a Vote of Security Holders                                          11

      Item 5.       Other Information                                                                             11

      Item 6.       Exhibits and Reports on Form 8 - K                                                            11

SIGNATURES                                                                                                        12

</TABLE>
<PAGE>


                             NITTANY FINANCIAL CORP.
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                     March 31,               December 31,
                                                                                        2000                     1999
                                                                                  -----------------        -----------------
<S>                                                                            <C>                      <C>
ASSETS
Cash and due from banks                                                         $          489,411       $          826,181
Interest-bearing deposits with other banks                                               5,319,425                2,231,694
Investment securities available for sale                                                15,717,536               15,872,402
Investment securities held to maturity  (market
      value of $1,541,887 and $1,652,336)                                                1,624,632                1,674,729
Loans receivable (net of allowance for loan losses
      of $219,673 and $186,647)                                                         31,608,335               27,979,708
Premises and equipment                                                                     169,468                  175,587
Intangible assets                                                                          882,520                  894,392
Accrued interest and other assets                                                          379,410                  390,031
                                                                                  -----------------        -----------------

      TOTAL ASSETS                                                              $       56,190,737       $       50,044,724
                                                                                  =================        =================

LIABILITIES
Deposits:
      Noninterest-bearing demand                                                $        3,601,066       $        2,626,107
      Interest-bearing demand                                                            5,482,514                5,659,727
      Money market                                                                      16,279,543               15,032,313
      Savings                                                                            1,818,328                1,732,077
      Time                                                                              13,953,652               10,733,000
                                                                                  -----------------        -----------------
           Total deposits                                                               41,135,103               35,783,224
FHLB advances                                                                            8,600,000                8,600,000
Accrued interest payable and other liabilities                                             605,391                  430,097
                                                                                  -----------------        -----------------
      TOTAL LIABILITIES                                                                 50,340,494               44,813,321
                                                                                  -----------------        -----------------
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; 709,389 and 656,476 issued and outstanding                                70,939                   65,648
Additional paid-in capital                                                               7,040,564                6,464,476
Retained deficit                                                                          (715,877)                (752,781)
Accumulated other comprehensive loss                                                      (545,383)                (545,940)
                                                                                  -----------------        -----------------
      TOTAL STOCKHOLDERS' EQUITY                                                         5,850,243                5,231,403
                                                                                  -----------------        -----------------
      TOTAL LIABILITIES AND
           STOCKHOLDERS' EQUITY                                                 $       56,190,737       $       50,044,724
                                                                                  =================        =================

</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                        3
<PAGE>

                             NITTANY FINANCIAL CORP.
                  CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                        Three Months Ended March 31,
                                                                                        2000                     1999
                                                                                  -----------------        -----------------
<S>                                                                            <C>                      <C>
INTEREST AND DIVIDEND INCOME
Loans, including fees                                                           $          581,894       $          150,345
Investment securities                                                                      284,424                  204,732
Interest-bearing deposits with other banks                                                  33,040                   42,407
                                                                                  -----------------        -----------------
      Total interest and dividend income                                                   899,358                  397,484
                                                                                  -----------------        -----------------
INTEREST EXPENSE
Deposits                                                                                   397,452                  179,845
FHLB advances                                                                              130,214                   50,057
                                                                                  -----------------        -----------------
      Total interest expense                                                               527,666                  229,902
                                                                                  -----------------        -----------------
NET INTEREST INCOME                                                                        371,692                  167,582

Provision for loan losses                                                                   33,000                        -
                                                                                  -----------------        -----------------
NET INTEREST INCOME AFTER
   PROVISION FOR LOAN LOSSES                                                               338,692                  167,582
                                                                                  -----------------        -----------------
NONINTEREST INCOME
Service fees on deposit accounts                                                            54,160                   27,251
Other income                                                                                 9,862                    3,472
                                                                                  -----------------        -----------------
      Total noninterest income                                                              64,022                   30,723
                                                                                  -----------------        -----------------
NONINTEREST EXPENSE
Compensation and employee benefits                                                         168,458                  109,924
Occupancy and equipment                                                                     56,614                   49,180
Data processing                                                                             42,626                   15,778
Goodwill amortization                                                                       11,872                   13,690
Professional fees                                                                           13,948                   24,757
Printing and supplies                                                                       16,481                   16,908
Other                                                                                       55,811                   51,568
                                                                                  -----------------        -----------------
      Total noninterest expense                                                            365,810                  281,805
                                                                                  -----------------        -----------------
Income (loss) before income taxes                                                           36,904                  (83,500)
Income taxes                                                                                     -                        -
                                                                                  -----------------        -----------------
NET INCOME (LOSS)                                                               $           36,904       $          (83,500)
                                                                                  =================        =================
EARNINGS (LOSS) PER SHARE:
      Basic                                                                     $            $0.05       $           ($0.14)
      Diuluted                                                                               $0.05                   ($0.14)

WEIGHTED AVERAGE SHARES OUTSTANDING:
      Basic                                                                                683,114                  577,436
      Diuluted                                                                             684,941                  577,436
</TABLE>


See accompanying notes to the unaudited consolidated financial statements.

                                        4
<PAGE>
                             NITTANY FINANCIAL CORP.
      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAIDITED)
<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, 1999               $65,648    $  6,464,476   $ (752,781)      $ (545,940)  $   5,231,403

Common stock issued, net                   5,291         576,088                                       581,379
Net income                                                             36,904                           36,904  $  36,904
Other comprehensive income:
  Unrealized income on available for
    sale securities                                                                        557             557        557
                                                                                                                  --------
Comprehensive income                                                                                            $  37,461
                                          -------    ------------   ----------       ----------   -------------   ========

Balance, March 31, 2000                  $70,939    $  7,040,564   $ (715,877)      $ (545,383)  $   5,850,243
                                          =======    ============   ==========       ==========   =============
</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,
                                                                                        2000                     1999
                                                                                  -----------------        -----------------
<S>                                                                            <C>                      <C>
OPERATING ACTIVITIES
Net income (loss)                                                               $           36,904       $          (83,500)
Adjustments to reconcile net loss to net cash
   provided by (used for) operating activities:
      Provision for loan losses                                                             33,000                        -
      Depreciation, amortization, and accretion, net                                        27,138                   30,689
      Increase in accrued interest receivable                                               (6,823)                 (31,376)
      Increase in accrued interest payable                                                 183,179                    7,893
      Other, net                                                                             9,559                  (11,435)
                                                                                  -----------------        -----------------
      Net cash provided by (used for) operating activities                                 282,957                  (87,729)
                                                                                  -----------------        -----------------
INVESTING ACTIVITIES
Funding of purchase commitment for investment security                                           -                 (500,000)
Investment securities available for sale:
      Purchases                                                                                  -               (3,523,012)
      Maturities and repayments                                                            152,294                1,665,249
Investment securities held to maturity:
      Purchases                                                                                  -               (1,945,065)
      Maturities and repayments                                                             49,851                        -
Net increase in loans receivable                                                        (4,962,164)              (5,951,471)
Proceeds from sales of loans                                                             1,300,500                        -
Purchase of premises and equipment                                                          (5,735)                 (51,559)
                                                                                  -----------------        -----------------
      Net cash used for investing activities                                            (3,465,254)             (10,305,858)
                                                                                  -----------------        -----------------

FINANCING ACTIVITIES
Net increase in deposits                                                                 5,351,879                6,582,242
Proceeds from long-term FHLB advances                                                            -                  600,000
Net proceeds from the sale of common stock                                                 581,379                        -
                                                                                  -----------------        -----------------
      Net cash provided by financing activities                                          5,933,258                7,182,242
                                                                                  -----------------        -----------------
      Increase (decrease) in cash and cash  equivalents                                  2,750,961               (3,211,345)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                                                                3,057,875                5,929,243
                                                                                  -----------------        -----------------
CASH AND CASH EQUIVALENTS
                             AT END OF PERIOD                                   $        5,808,836       $        2,717,898
                                                                                  =================        =================

SUPPLEMENTAL CASH FLOW DISCLOSURE Cash paid during the period for:
      Interest on deposits and borrowings                                       $          344,487       $          222,009
</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, 2000 are not  necessarily
indicative of the results to be expected for the fiscal year ended  December 31,
2000 or any other interim period.

These statements  should be read in conjunction with the consolidated  financial
statements and related notes for the year ended December 31,1999 and 1998, 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,  2000,  the diluted  number of
shares  outstanding  from employee and director  stock options was 1,826.  There
were no dilutive  shares of common  stock for the three  months  ended March 31,
1999.

                                       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,  the
opening of additional branch locations, general economic conditions,  government
policies  and  actions of  regulatory  authorities.  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.

OVERVIEW

         Nittany Financial  Corp.  ("Nittany")  is a holding  company  organized
in 1997  for the  purpose  of  establishing  a de novo  community  bank in State
College,  Pennsylvania. The business operations of Nittany include two operating
subsidiaries, Nittany Bank and Nittany Asset Management, Inc. (collectively, the
"Company").

         On March 31,  2000,  Nittany  completed  its  additional  common  stock
offering and sold  approximately  131,953 common shares, at $11.00 per share, or
$1,451,483.  Of the total shares sold, the Company  completed the sale of 79,040
shares on December  31,  1999.  The  proceeds of the offering are expected to be
used  to  fund  loans,  improve  profitability  and  possible  expansion  of  an
additional  branch  office.  In  connection  with the  possible  expansion of an
additional  branch office,  on April 24, 2000, the Company  entered into a lease
agreement  for a new branch office to be located in State College at 129 Rolling
Ridge Drive.  The Company  currently  estimates  that costs in  connection  with
renovations to this new branch location to be  approximately  $140,000.  The new
branch is subject to the  non-objection of the Office of Thrift  Supervision and
is expected to open during the third quarter 2000.

CHANGES IN FINANCIAL CONDITION

         The  Company  experienced  strong  growth at March 31,  2000 with total
assets  increasing  $6,146,000  or  12.3% to  $56,191,000  from  $50,045,000  at
December 31, 1999.  This growth was  stimulated  primarily by an increase in net
loans of  $3,629,000  and an increase in  interest-bearing  deposits  with other
banks of  $3,088,000.  Funding for this growth was  provided  primarily  through
increases  in  various  deposit  products  totaling  $5,352,000,  as well as the
receipt of aggregate net proceeds of $1,402,000 from the common stock offering.

                                       8
<PAGE>

         The  increase in  interest  bearing  deposits in other banks  primarily
reflects the purchase  certificates of deposit totaling  $2,500,000.  Management
maintains a level of cash equivalents  which is desirable for meeting the normal
cash flow  requirements  of its customers for the funding of loans and repayment
of deposits.

         The  increase in net loans  resulted  from the  economic  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.  Of this  increase,
approximately  93.4%,  or  $3,418,000  was comprised of loans secured by various
forms of real estate.  The real estate  lending  growth  included  $2,378,000 in
one-to-four family mortgages and $890,000 in commercial real estate.

         At March 31, 2000, the Company's allowance for loan losses approximated
$220,000 as compared to $187,000 at December  31, 1999.  Management  continually
evaluates the adequacy of the allowance for loan losses,  which  encompasses the
overall risk characteristics of the various portfolio segments,  past experience
with losses, the impact of economic conditions on borrowers,  industry standards
since the Bank is a denovo bank and other relevant  factors that may come to the
attention of management.  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 future losses
will not be required in future  periods.  Management  may increase the allowance
for loan losses based upon its quarterly internal risk analysis.

         Due to the  continued  marketing  efforts of promoting the opening of a
new community bank in the State College area,  deposits increased  $5,352,000 or
15.0% to  $41,135,000  at March 31, 2000 compared to $35,783,000 at December 31,
1999.  This growth was spread  among three  primary  sources:  time  deposits of
$3,221,000,  money market accounts of $1,247,000,  and demand deposits $798,000.
The  growth in time  deposits  include  approximately  $2,500,000  of short term
certificate of deposits,  which the Company does not believe will be retained in
the long term.

         Stockholder's equity increased $619,000 to $5,850,000 at March 31, 2000
from  $5,231,000  at December  31, 1999 as a result of net income of $37,000 and
the sale of 52,913 shares of common stock resulting in net proceeds of $581,000.

RESULTS OF OPERATIONS

         Net income  increased  $120,000 to $37,000 for the  three-month  period
ended March 31, 2000 from a net loss of $84,000 for the same period  ended 1999.
Higher net income for the current three month period was primarily the result of
higher net interest and  non-interest  income partially offset by an increase in
non-interest expenses .


                                       9
<PAGE>



         Net  interest  income for the three  months  ended  March 31,  2000 was
$372,000 as compared  to $168,000 for the same period  ended 1999.  The interest
yield margin for the current  year three month period  increased 35 basis points
to 2.93% from 2.63% for same period in 1999.  Additionally,  the  interest  rate
spread for the current  three month  period  increased  41 basis points to 2.33%
from  1.92% for the same the period in 1999.  Despite  the  increase  in general
interest  rate levels during the period,  both interest  income and expense were
driven  by  increases  in  average  balances  of  interest-earning   assets  and
interest-bearing  liabilities.  Of the $24,353,000 and $21,935,000  increases in
average interest-earning assets and interest-bearing liabilities,  respectively,
$21,533,000  and  $18,422,000  were  primarily  the  result of loan and  deposit
growth, respectively.

         Total  non-interest  income for the three-month period ending March 31,
2000  increased  $33,000 to $64,000 from $31,000 for the same period ended 1999.
Non-interest  income items are primarily comprised of normal service charges and
fees on  deposits,  along  with fee income  derived  from ATM  surcharges.  Such
amounts  have  progressively  increased  during  each  quarter  as the number of
deposit  accounts  and  volume of  related  transactions  have  increased.  Also
included  in  non-interest  income  for  the  current  three  month  period  was
approximately $9,900 of income from Nittany Asset Management.

         Total  non-interest  expenses  increased  $84,000 to  $366,000  for the
three-month  period ended March 31, 2000 from $282,000 for the same period ended
1999.  In the prior year three month  period,  Nittany Bank was in operation for
approximately five months.  The increase in total non-interest  expenses for the
current  year three  month  period is  primarily  related to  operating a larger
organization.  Higher  professional  fees for the prior year three month  period
were the result of the Company's new operations.

LIQUIDITY AND CAPITAL RESOURCES

         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, 2000, 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  16.7%,  16.1%,  9.9%  and  16.0%,  15.4%,  9.5%,
respectively, at March 31, 2000.

                                       10
<PAGE>

PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

                None

Item 2.    Changes in Securities and Use of Proceeds

          In connection with the common stock  offering,  the Company sold stock
          on December 31, 1999 and February 3, 2000. Information regarding these
          sales is  included  in Item  5(b) of the  Form  10KSB  filed  with the
          Commission  on March  28,  2000.  The  Company  terminated  the  stock
          offering on March 31, 2000 and sold an  additional  10,385  shares for
          net proceeds of $114,000. There were no direct or indirect payments to
          affiliates.

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

(a)  The following exhibits are 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**
         27     Financial Data Schedule (electronic filing only)
         99     Independent Accountants Review Report

-----------
*    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 Form
     10-KSB filed with the Commission on March 28, 2000.

(b)  Reports on Form 8-K.

                  On April 6, 2000, an Item 5 Form 8-K was filed to disclose the
completion of the common stock offering.

                                       11
<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:                                  By: /s/David Z. Richards
                                           -------------------------------------
                                           David Z. Richards
                                           President and Chief Executive Officer




                                       12