United States Securities and Exchange Commission
                             Washington, D.C. 20552
                                   FORM 10QSB


{x}  QUARTERLY REPORT UNDER SECTION 13 OF 15 (d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

{ }    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCAHANGE
          ACT


For the transition period from _________,_______to__________________


                         Commission file Number 0-21885
                         ------------------------------

                            Advance Financial Bancorp
                            -------------------------

             (Exact name of registrant as specified in its charter)


          Delaware                                        55-0753533
------------------------------                 --------------------------------
(State or jurisdiction of                      (IRS Employer Identification No.)
 incorporation or organization)

                    1015 Commerce Street, Wellsburg, WV 26070
                    -----------------------------------------
                    (Address of principal executive offices)

                                 (304) 737-3531
                                 --------------
              (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
subjected to such filing requirements for the past 90 days. Yes  X    No
                                                                ---      ---

State the  number of shares  outstanding  for 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 1, 2002:   932,285

<PAGE>

                            Advance Financial Bancorp

                                      Index



                                                                           Page
                                                                          Number
                                                                          ------


Part I - FINANCIAL INFORMATION

     Item 1 - Financial Statements

              Consolidated Balance Sheet (Unaudited) as of
                March 31, 2002 and June 30, 2001                               3

              Consolidated Statement of Income (Unaudited)
                For the Three Months ended March 31, 2002 and 2001             4

              Consolidated Statement of Income (Unaudited)
                For the Nine Months ended March 31, 2002 and 2001              5

              Consolidated Statement of Cash Flows (Unaudited)
                For the Nine Months ended March 31, 2002 and 2001              6

              Notes to the Unaudited Consolidated Financial Statements      7-10


     Item 2 - Management's Discussion and Analysis                         11-17

Part II - OTHER INFORMATION

     Item 1 - Legal Proceedings                                               18

     Item 2 - Changes in Securities                                           18

     Item 3 - Default Upon Senior Securities                                  18

     Item 4 - Submissions of Matters to a vote of Security Holders            18

     Item 5 - Other Information                                               18

     Item 6 - Exhibits and Reports on Form 8-K                                18

SIGNATURES                                                                    19

<PAGE>
                            ADVANCE FINANCIAL BANCORP
                      CONSOLIDATED BALANCE SHEET (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                 MARCH 31,        JUNE 30,
                                                                                   2002             2001
                                                                               -------------    -------------
<S>                                                                          <C>              <C>
Assets
     Cash and cash equivalents:
       Cash and amounts due from banks                                         $   1,513,338    $   1,177,728
       Interest bearing deposits with other institutions                          11,943,791        7,375,450
                                                                               -------------    -------------
          Total cash and cash equivalents                                         13,457,129        8,553,178
                                                                               -------------    -------------
     Investment securities:
       Securities held to maturity (fair value of $ - and $742,057)                        -          749,934
       Securities available for sale                                              11,504,251       11,147,919
                                                                               -------------    -------------
          Total investment securities                                             11,504,251       11,897,853
                                                                               -------------    -------------
     Mortgaged-backed securities:
       Securities held to maturity (fair value of $1,553,415 and $1,601,960)       1,523,396        1,595,349
       Securities available for sale                                               7,365,494        8,383,075
                                                                               -------------    -------------
          Total mortgage-backed securities                                         8,888,890        9,978,424
                                                                               -------------    -------------
     Loans held for sale                                                                   -          439,949
     Loans receivable,  (net of allowance for loan losses
          of $979,069 and $779,170 )                                             164,781,814      129,595,542
     Office properties and equipment, net                                          3,724,870        3,828,367
     Federal Home Loan Bank Stock, at cost                                         1,000,000        1,075,000
     Accrued interest receivable                                                   1,184,529        1,017,024
     Other assets                                                                  1,436,704        1,101,725
                                                                               -------------    -------------
          TOTAL ASSETS                                                         $ 205,978,187    $ 167,487,062
                                                                               =============    =============

Liabilities:
     Deposits                                                                  $ 167,408,254    $ 130,499,131
     Advances from Federal Home Loan Bank                                         20,000,000       20,000,000
     Advance payments by borrowers for taxes and insurance                           274,819          146,095
     Accrued interest payable and other liabilities                                  726,442          499,119
                                                                               -------------    -------------
          TOTAL LIABILITIES                                                      188,409,515      151,144,345
                                                                               -------------    -------------
Stockholders' Equity:
     Preferred stock, $.10 par value; 500,000 shares
         authorized, none issued                                                           -                -
     Common stock, $.10 par value; 2,000,000 shares
          authorized 1,084,450 shares issued                                         108,445          108,445
     Additional paid in capital                                                   10,365,320       10,339,790
     Retained earnings - substantially restricted                                  9,864,196        8,806,639
     Unallocated shares held by Employee Stock Ownership Plan (ESOP)                (359,084)        (424,154)
     Unallocated shares held by Restricted Stock Plan (RSP)                         (220,679)        (316,480)
     Treasury Stock (152,165 shares at cost)                                      (2,233,265)      (2,233,265)
     Accumulated other comprehensive income                                           43,739           61,742
                                                                               -------------    -------------
          TOTAL STOCKHOLDERS' EQUITY                                              17,568,672       16,342,717
                                                                               -------------    -------------

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $ 205,978,187    $ 167,487,062
                                                                               =============    =============
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.
                                      -3-

<PAGE>
                        ADVANCE FINANCIAL BANCORP
              CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED
                                                                  MARCH 31,
                                                            2002           2001
                                                        -----------    -----------
<S>                                                   <C>            <C>
INTEREST AND DIVIDEND INCOME
    Loans                                               $ 3,062,999    $ 2,675,618
    Investment securities                                   141,955        211,270
    Interest-bearing deposits with other institutions        28,763         70,433
    Mortgage-backed securities                              141,908        145,273
    Dividends on Federal Home Loan Bank Stock                11,494         17,892
                                                        -----------    -----------

        Total interest and dividend income                3,387,119      3,120,486
                                                        -----------    -----------

INTEREST EXPENSE
    Deposits                                              1,444,517      1,539,014
    Advances from Federal Home Loan Bank                    286,374        306,432
                                                        -----------    -----------

        Total interest expense                            1,730,891      1,845,446
                                                        -----------    -----------

NET INTEREST INCOME                                       1,656,228      1,275,040

Provision for loan losses                                    55,500         48,300
                                                        -----------    -----------

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES       1,600,728      1,226,740
                                                        -----------    -----------

NONINTEREST INCOME
    Service charges on deposit accounts                     126,207        121,967
    Gain on sale of loans                                    69,976         36,163
    Loss on other real estate owned                         (27,500)          --
    Other income                                            123,164         87,299
                                                        -----------    -----------
        Total noninterest income                            291,847        245,429
                                                        -----------    -----------

NONINTEREST EXPENSE
    Compensation and employee benefits                      600,390        527,848
    Occupancy and equipment                                 222,668        192,027
    Professional fees                                        25,188         24,583
    Advertising                                              31,624         29,860
    Data processing charges                                  84,728         68,432
    Other expenses                                          334,360        250,460
                                                        -----------    -----------
        Total noninterest expenses                        1,298,958      1,093,210
                                                        -----------    -----------
Income before income taxes                                  593,617        378,959
Income taxes                                                163,940        131,379
                                                        -----------    -----------
Net Income                                                  429,677        247,580
                                                        ===========    ===========

EARNINGS PER SHARE - NET INCOME
        Basic                                           $       .49    $       .29
        Diluted                                         $       .49    $       .29
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                       -4-
<PAGE>
                        ADVANCE FINANCIAL BANCORP
              CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>
                                                                              NINE MONTHS ENDED
                                                                                 MARCH 31,
                                                                            2002            2001
                                                                        ------------    ------------
<S>                                                                   <C>             <C>
INTEREST AND DIVIDEND INCOME
    Loans                                                               $  9,093,916    $  7,879,632
    Investment securities                                                    462,673         557,171
    Interest-bearing deposits with other institutions                        107,161         212,613
    Mortgage-backed securities                                               445,558         302,764
    Dividends on Federal Home Loan Bank Stock                                 49,895          47,982
                                                                        ------------    ------------
        Total interest and dividend income                                10,159,203       9,000,162
                                                                        ------------    ------------

INTEREST EXPENSE
    Deposits                                                               4,558,717       4,482,580
    Advances from Federal Home Loan Bank                                     874,299         713,432
                                                                        ------------    ------------
        Total interest expense                                             5,433,016       5,196,012
                                                                        ------------    ------------

NET INTEREST INCOME                                                        4,726,187       3,804,150

Provision for loan losses                                                    204,600         119,100
                                                                        ------------    ------------

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                        4,521,587       3,685,050
                                                                        ------------    ------------
NONINTEREST INCOME
    Service charges on deposit accounts                                      396,550         357,295
    Gain on sale of loans                                                    213,865          45,574
    Loss on other real estate owned                                          (27,500)        (20,000)
    Loss on sale of investments                                                    -          (1,705)
    Gain on sale of fixed assets                                               3,120               -
    Other income                                                             365,308         226,956
                                                                        ------------    ------------
        Total noninterest income                                             951,343         608,120
                                                                        ------------    ------------
NONINTEREST EXPENSE
    Compensation and employee benefits                                     1,721,842       1,538,020
    Occupancy and equipment                                                  633,481         563,678
    Professional fees                                                         94,829          81,210
    Advertising                                                               92,434          83,089
    Data processing charges                                                  232,504         181,766
    Other expenses                                                           935,683         730,346
                                                                        ------------    ------------
        Total noninterest expenses                                         3,710,773       3,178,109
                                                                        ------------    ------------

Income before income taxes                                                 1,762,157       1,115,061
Income taxes                                                                 605,695         426,255
                                                                        ------------    ------------

Income before extaordinary item                                            1,156,462         688,806
Extraordinary item- Excess over cost on net assets acquired in merger        201,206               -
                                                                        ------------    ------------
Net Income                                                                 1,357,668         688,806
                                                                        ============    ============

EARNINGS PER SHARE - INCOME BEFORE EXTRAORDINARY ITEM
        Basic                                                           $       1.31    $        .79
        Diluted                                                         $       1.31    $        .79

EARNINGS PER SHARE - NET INCOME
        Basic                                                           $       1.54    $        .79
        Diluted                                                         $       1.54    $        .79
</TABLE>

See accompanying notes to the unaudited consolidated financial statements.

                                       -5-
<PAGE>
                        ADVANCE FINANCIAL BANCORP
             CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>

                                                                       NINE MONTHS ENDED
                                                                             MARCH 31,
                                                                      2002            2001
                                                                  ------------    ------------
<S>                                                             <C>              <C>
OPERATING ACTIVITIES
    Net Income                                                       1,357,668         688,806
    Adjustments to reconcile net income to net cash provided by
       operating activities:
        Depreciation, amortization and accretion, net                  424,122         454,991
        Provision for loan losses                                      204,600         119,100
        Loss on other real estate owned                                 27,500          20,000
        Loss on sale of investments                                          -           1,705
        Gain on sale of fixed assets                                    (3,120)              -
        Extraordinary gain on net assets acquired in merger           (201,206)              -
        Gain on sale of loans                                         (213,865)        (45,574)
        Origination of loans held for sale                         (17,889,988)     (4,437,165)
        Proceeds from the sale of loans                             18,543,802       3,717,968
        Decrease (increase) in other assets and liabilities            391,996        (345,023)
                                                                  ------------    ------------
             Net cash provided by operating activities               2,641,509         174,808
                                                                  ------------    ------------

INVESTING ACTIVITIES
    Investment securities held to maturity:
        Maturities and repayments                                      750,000               -
    Investment securities available for sale:
        Purchases                                                   (1,764,917)     (7,736,171)
        Maturities and repayments                                    4,257,059       4,510,025
    Mortgage-backed securities held to maturity:
        Maturities and repayments                                      398,682         343,965
    Mortgage-backed securities available for sale:
        Purchases                                                   (1,508,800)     (5,002,344)
        Maturities and repayments                                    2,570,751         349,358
    Purchase of Federal Home Loan Bank Stock                          (115,000)       (275,000)
    Sale of Federal Home Loan Bank Stock                               635,900               -
    Net increase in loans                                           (9,081,069)     (6,100,336)
    Purchases of premises and equipment                               (214,769)       (142,840)
                                                                  ------------    ------------
             Net cash used in investing activities                  (4,072,163)    (14,053,343)
                                                                  ------------    ------------

FINANCING ACTIVITIES
    Net increase in deposits                                        12,649,571       9,785,030
    Net decrease in short term advances from FHLB                            -      (2,500,000)
    Net Proceeds from advances from the FHLB                                 -      12,000,000
    Net change in advances for taxes and insurance                      23,130         (62,543)
    Net cash purchase of OSFS stock                                 (6,041,007)              -
    Cash dividends paid                                               (297,089)       (257,464)
                                                                  ------------    ------------
             Net cash provided by financing activities               6,334,605      18,965,023
                                                                  ------------    ------------

             Increase in cash and cash equivalents                   4,903,951       5,086,488

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                     8,553,178       5,751,624
                                                                  ------------    ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                        $ 13,457,129    $ 10,838,112
                                                                  ============    ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    Cash paid during the period for:
        Interest on deposits and borrowings                       $  5,450,308    $  5,321,267
        Income taxes                                              $    495,537    $    448,332
</TABLE>


See accompanying notes to the unaudited consolidated financial statements.

                                       -6-
<PAGE>

                            ADVANCE FINANCIAL BANCORP
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The  consolidated   financial  statements  of  Advance  Financial  Bancorp  (the
"Company"), includes its wholly-owned subsidiary, Advance Financial Savings Bank
(the  "Bank"),  and  its  wholly-owned  subsidiary,  Advance  Financial  Service
Corporation  of  West  Virginia.  All  significant   intercompany  balances  and
transactions 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,  which are, in
the  opinion  of  management,  necessary  for a fair  statement  of  results  of
operations.  All such adjustments are of a normal recurring nature.  The results
of  operations  for the interim  periods are not  necessarily  indicative of the
results  to be  expected  for the fiscal  year ended June 30,  2002 or any other
interim period.

These statements should be read in conjunction with the consolidated  statements
of and for the year ended June 30, 2001 and related  notes which are included on
the Form 10-KSB (file no. 0-21885).


NOTE 2 - EARNINGS PER SHARE

There were no  convertible  securities,  which  would  affect the  numerator  in
calculating  basic and  diluted  earnings  per share;  therefore,  net income as
presented on the Consolidated Statement of Income will be used as the numerator.
The following  table sets forth the composition of the  weighted-average  common
shares   (denominator)  used  in  the  basic  and  diluted  earnings  per  share
computation.


                                                 Nine Months Ended
                                                      March 31
                                                 2002          2001
                                              ----------    ----------

Weighted-average common shares outstanding     1,084,450     1,084,450
Average treasury stock shares                   (152,165)     (152,165)
Average unearned ESOP and RSP shares             (48,420)      (55,683)
                                              ----------    ----------

Weighted-average common shares and
    common stock equivalents used to
    calculate basic earnings per share           883,865       876,602

Additional common stock equivalents
    (stock options) used to calculate
    diluted earnings per share                         -             -
                                              ----------    ----------
Weighted-average common shares and
    common stock equivalents used
    to calculate diluted earnings per share      883,865       876,602
                                              ==========    ==========

                                      -7-

<PAGE>

NOTE 2 - EARNINGS PER SHARE (CONTINUED)



                                                 Three Months Ended
                                                      March 31

                                                 2002          2001
                                              ----------    ----------

Weighted-average common shares outstanding     1,084,450     1,084,450
Average treasury stock shares                   (152,165)     (152,165)
Average unearned ESOP and RSP shares             (46,527)      (53,655)
                                              ----------    ----------

Weighted -average common shares and
    common stock equivalents used to
    calculate basic earnings per share           885,758       878,630

Additional common stock equivalents
    (stock options) used to calculate
    diluted earnings per share                         -             -
                                              ----------    ----------
Weighted-average common shares and
    common stock equivalents used
    to calculate diluted earnings per share      885,758       878,630
                                              ==========    ==========


NOTE 3 - COMPREHENSIVE INCOME

Other accumulated  comprehensive  income consists solely of net unrealized gains
and losses on available for sale securities. For the three and nine months ended
March  31,  2002,   comprehensive   income  totaled   $373,807  and  $1,339,665,
respectively.  For the three and nine months ended March 31, 2001, comprehensive
income totaled $369,318 and $1,115,494, respectively.


NOTE 4 - MERGER

As of the close of business  September 7, 2001, the Company  acquired all of the
outstanding stock of Ohio State Financial Services "OSFS". The total cost of the
acquisition by the Company was  $7,861,147.  The acquisition was a cash purchase
of all outstanding stock of OSFS and was accounted for under the purchase method
of  accounting.   The  Consolidated  Statements  of  Income  for  the  three-and
nine-month periods ended March 31, 2002, include the results of operation of the
acquired institution from September 8, 2001.

OSFS was a bank  holding  company for  Bridgeport  Savings  and Loan,  which had
branch offices in Bridgeport and Shadyside, Ohio. The merger was entered into to
enhance the Company's  return on equity by  geographical  diversification,  more
profitable deployment of excess capital and market area expansion.

The  following are proforma  Statements  of Income for the three-and  nine-month
periods ended March 31, 2002 and 2001.  The proforma  statements are intended to
present  the  business  combination's  effect  on  earnings  per  share  for the
comparable periods had both entities been combined at the start of each period.

                                      -8-

<PAGE>

NOTE 4 - MERGER (CONTINUED)


                                                             PROFORMA
                                                          NINE-MONTHS ENDED
                                                              MARCH 31
                                                          2002          2001
                                                      -----------   -----------

Total Interest Income                                 $10,578,685   $10,765,386
Total Interest Expense                                  5,612,500     5,947,954
                                                      -----------   -----------
Net Interest Income                                     4,966,185     4,817,432
Provision for loan losses                                 235,515       119,100
                                                      -----------   -----------
Net Interest Income after Provision for Loan Losses     4,730,670     4,698,332
                                                      -----------   -----------
Noninterest Income                                        957,103       629,828
Noninterest Expense                                     3,911,380     3,950,953
                                                      -----------   -----------
Income before income taxes                              1,776,393     1,377,207
Income taxes                                              606,084       519,446
                                                      -----------   -----------
Net Income                                            $ 1,170,309   $   857,761
                                                      ===========   ===========

Earnings per share:
     Basic                                            $      1.32   $      0.98
     Diluted                                          $      1.32   $      0.98


                                                              PROFORMA
                                                        THREE-MONTHS ENDED
                                                             MARCH 31
                                                         2002         2001
                                                      ----------   ----------

Total Interest Income                                 $3,387,119   $3,699,420
Total Interest Expense                                 1,730,891    2,089,540
                                                      ----------   ----------
Net Interest Income                                    1,656,228    1,609,880
Provision for loan losses                                 55,500       48,300
                                                      ----------   ----------
Net Interest Income after Provision for Loan Losses    1,600,728    1,561,580
                                                      ----------   ----------
Noninterest Income                                       291,847      254,266
Noninterest Expense                                    1,298,958    1,364,966
                                                      ----------   ----------
Income before income taxes                               593,617      450,880
Income taxes                                             163,940      157,004
                                                      ----------   ----------
Net Income                                            $  429,677   $  293,876
                                                      ==========   ==========

Earnings per share:
     Basic                                            $     0.49   $     0.33
     Diluted                                          $     0.49   $     0.33


                                       -9-
<PAGE>

NOTE 5 - EXTRAORDINARY ITEM

As a result of the merger  with OSFS,  the fair  market  value of the net assets
acquired  by the Company  from OSFS  exceeded  the amount paid by  approximately
$2,697,000. In accordance with FASB 141, all non-current and non-financial asset
balances  were  reduced  until the excess fair value was  eliminated.  The total
non-current  and  non-financial  assets  created  as a result of the  merger was
$2,496,000,  therefore,  since  this total was less than the total  excess  fair
value,  these asset  balances were reduced to zero in accordance  with FASB 141.
After    eliminating    these    asset    balances,    approximately    $201,000
($2,697,000-$2,496,000) in excess fair value remained that could not be reduced.
In  accordance  with APB Opinion 30, any excess that remains  after  reducing to
zero the amounts that  otherwise  would have been assigned to those assets,  the
remaining excess shall be recognized as an extraordinary gain. The extraordinary
gain shall be  recognized  in the period in which the  business  combination  is
completed.  The remaining portion of the excess,  $201,206, was recognized as an
extraordinary gain for the period ended September 30, 2001.



NOTE 6 - BRANCH DEVELOPMENT

Effective  March 8, 2002,  the Company was granted  permission to establish a de
novo  branch  at the  Hollywood  Plaza in  Steubenville,  Ohio.  The  regulatory
authorities  have given the Company  until March 8, 2003 to establish the branch
facility.  The company  anticipates  the completion of the de novo branch in the
first quarter of the 2002-03 fiscal year.

                                      -10-

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS

     The Private  Securities  Litigation Reform 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,  risks  associated with the ability to control costs
and expenses, and general economic conditions.

     The Company conducts no significant business or operations of its own other
than holding all of the outstanding  stock of the Advance Financial Savings Bank
(the "Bank"). As a result, references to the Company generally refer to the Bank
unless the context indicates otherwise.

OVERVIEW
--------

Effective  March 8, 2002,  the Company was granted  permission to establish a de
novo  branch  at the  Hollywood  Plaza in  Steubenville,  Ohio.  The  regulatory
authorities  have given the Company  until March 8, 2003 to establish the branch
facility.  The company  anticipates  the completion of the de novo branch in the
first quarter of the 2002-2003 fiscal year. The anticipated cost of the facility
is expected to be approximately $500,000, which will primarily be capitalized.

On September 7, 2001,  the Company's  growth was bolstered by the  completion of
the  acquisition of Ohio State Financial  Services,  Inc ("OSFS") and its wholly
owned subsidiary  Bridgeport  Savings and Loan Association.  The acquisition was
accounted for under the purchase method of accounting in a cash transaction.  As
a result of the completion of the acquisition,  the Company paid $7.8 million to
the  shareholders  of OSFS.  The  transaction  was  funded  with a $3.8  million
short-term  FHLB  advance and $4 million  dollars from the  Company's  overnight
funds.  The FHLB  advance  was repaid  with  proceeds  from  matured  and called
investment  securities  and redeemed FHLB stock after the date of the merger and
prior to September 30, 2001. With the completion of the acquisition, the Company
added two additional branches located in Bridgeport and Shadyside, Ohio bringing
the total  branch  locations of the Company to five.  The results of  operations
from September 8, 2001 include the operations of OSFS.

For the three and nine months ended March 31, 2002, net income totaled  $430,000
and  $1,358,000,  respectively,  compared to $248,000  and $689,000 for the same
2001  periods.  The increase in net income for the current  three and nine month
periods is primarily  the result of the low interest rate  environment  in which
the  Company  had  been  active  in the  origination  and  sale  of  fixed  rate
residential mortgage loans.  However, the increase in net income for the current
nine-month  period  also  reflects  a  $201,000   extraordinary  gain  from  the
acquisition  of OSFS.  This  non-recurring  gain  was due to the  fact  that the
Company  purchased  the net  assets of OSFS at a discount  of their fair  market
value.  See  "Note  5 -  Extraordinary  item"  on  page  10 to the  Consolidated
Financial Statements.

COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 2001 AND JUNE 30, 2001
---------------------------------------------------------------------

The  Company's   total  assets   increased  by   approximately   $38,491,000  to
$205,978,187 at March 31, 2002, from  $167,487,062 at June 30, 2001 primarily as
a result of the  acquisition  of OSFS which  increased  assets  $24,935,000.  In
addition,  net loans from operations and cash in the Company's overnight deposit
account  have  increased  $8,423,000  and  $10,473,000,   respectively  for  the
nine-month  period.  These  increases  have been  funded by an  increase in core
deposits and funds from matured  investments  securities  that have not yet been
reinvested.

Investment  securities,   including  mortgage-backed   securities  decreased  by
approximately  $1,483,000 to $20,393,141  at March 31, 2002 from  $21,876,277 at
June 30, 2001. The acquisition of OSFS contributed  $3,265,000 to the investment
portfolio.  Net  of  the  OSFS  contribution,  investment  securities  decreased
approximately  $4,748,000.  This decrease is the result of the current  interest
rate  environment  in which the Company  has not yet  reinvested  proceeds  from
called,  matured and repaid  investment  securities  over the nine month  period
ending  March 31,  2002.  The funds are  currently  in the  Company's  overnight
deposit account invested at the current federal funds rate.

                                      -11-

<PAGE>

Loans  receivable,  net increased  $35,186,000 to $164,781,814 at March 31, 2002
from  $129,595,542  at June  30,  2001.  The  acquisition  of  OSFS  contributed
$26,763,000 to loans receivable, net, consisting primarily of $25,300,000 in 1-4
family and construction  loans and $700,000 in automobile loans. The increase in
net  loans  as a  result  of  operations  of  $8,423,000  consist  primarily  of
one-to-four  family  mortgages,  non-residential  mortgages and automobile loans
which increased $5,623,000,  $993,000,  and $1,714,000,  respectively,  over the
nine month period ended March 31, 2002.

Deposits   increased   $36,909,000  to  $167,408,254  at  March  31,  2002  from
$130,499,131 at June 30, 2001. The acquisition of OSFS contributed approximately
$24,349,000 to deposits, consisting primarily of $12,630,000 in core savings and
NOW accounts and  $11,719,000 in  certificates  of deposit.  Deposits  increased
$12,650,000 as a result of  operations.  The increase is primarily the result of
an increase in core savings and demand  products of $6,518,000  and  $5,050,000,
respectively.  These  increases  in core  products  is  reflective  of  customer
preferences  toward  short term liquid  insured  deposits due to the current low
interest  rate  environment  and other  significant  events  over the nine month
period ended March 31, 2002.

Stockholders' Equity increased approximately  $1,226,000 to $17,568,672 at March
31, 2002 from  $16,342,717 at June 30, 2001. This increase was the result of net
income  of  $1,358,000  for  the  period,   of  which  $201,000  relates  to  an
extraordinary  gain as a result of the merger,  and the recognition of shares in
the Employee Stock Ownership Plan and Restricted  Stock Plan of $183,000.  These
increases were offset by a decrease in the net unrealized  gain on securities of
$18,000 and the payment of cash dividends of $297,000.


COMPARISON  OF THE RESULTS OF  OPERATIONS  FOR THE THREE AND NINE  MONTHS  ENDED
--------------------------------------------------------------------------------
MARCH 31, 2002 AND 2001
-----------------------

Net interest income  increased  $381,000 or 29.90%,  to $1,656,000 for the three
months  ended March 31, 2002 from  $1,275,000  for the  comparable  period ended
2001. The increase in net interest income resulted primarily from an increase in
the average  volume of the  underlying  principle  balances in interest  earning
assets and liabilities. The net interest spread for the three months ended March
31, 2002 increased to 3.08% from 2.80% for the comparable period ended 2001. The
28 basis point  increase in the net interest  rate spread for the current  three
month period was  primarily  due to a 134 basis point decline in average cost of
funds which was offset by a 106 basis point decline in average yields on assets.
See "Average Balance Sheet" for the three-month periods ended March 31, 2002 and
2001.

Net  interest  income  increased  $922,000  or  24.24%,  to  $4,726,000  for the
nine-months ended March 31, 2002 from $3,804,000 for the comparable period ended
2001. The increase in net interest income resulted primarily from an increase in
the average  volume of the  underlying  principle  balances in interest  earning
assets and liabilities.  The net interest spread for the nine months ended March
31, 2002 increased to 3.06% from 2.96% for the comparable period ended 2001. The
10 basis point  increase in the net  interest  rate spread for the current  nine
month  period was  primarily  the result of a 88 basis point  decline in average
cost of funds which was offset by a 78 basis point decline in average  yields on
assets.  See "Average Balance Sheet" for the nine-month  periods ended March 31,
2002 and 2001.

The provision for loan losses  increased  $7,200 to $55,500 for the three months
ended March 31, 2002 from  $48,300 for the  comparable  period  ended 2001.  The
provision increased $85,500 to $204,600 for the nine months ended March 31, 2002
from  $119,100  for the  comparable  period  ended  2001.  The  increase  in the
provision  for loan losses for the  nine-month  period  ended March 31, 2002 was
precipitated by a $82,000 write-down of impaired loans prior to foreclosure. See
"Risk Elements".

                                      -12-

<PAGE>

Noninterest income increased $46,000 or 18.91%, to $292,000 for the three months
ended  March 31,  2002 from  $245,000  for the  comparable  period  ended  2001.
Noninterest  income increased $343,000 or 56.49% to $951,000 for the nine-months
ended March 31, 2002 from $608,000 for the comparable period ended 2001. For the
three and nine month periods ended March 31, 2002,  miscellaneous  fees and fees
on deposit accounts increased by $6,000 and $51,000,  respectively,  as a result
of an increase in core  customers and related  activity.  For the three and nine
month  periods  ended  March 31,  2002,  gains on sales of fixed  rate loans and
related servicing rights increased $64,000 and $276,000, respectively due to the
current  fixed rate mortgage loan  environment  in comparison to the  comparable
period  ended  2001.  The gains of the  sales of fixed  rate  loans and  related
servicing  rights for the three  month  period  ended  March 31,  2002,  are not
necessarily  indicative  of  anticipated  trends for the remainder of the fiscal
year ended June 30, 2002.

Noninterest  expense  increased  $206,000 or 18.82%, to $1,299,000 for the three
months ended March 31, 2002,  from  $1,093,000 for the  comparable  2001 period.
Noninterest  expense  increased  $533,000 or 16.76%,  to $3,711,000 for the nine
months  ended March 31, 2002 from  $3,178,000  for the  comparable  period ended
2001.  For the three and nine month periods  ended March 31, 2002,  compensation
and employee benefits increased $72,000 and $184,000, respectively. The increase
in compensation and employee benefits for the three and nine month periods ended
March 31, 2002  includes  increases  in wages and  benefits  paid of $96,000 and
$269,000,  respectively,  due to the hiring of thirteen  (13) new  employees  to
operate the two branches  created by the merger with OSFS and an additional cost
of living increase for other full time employees. This increase was offset by an
increase  of $24,000 and  $85,000,  respectively  in  deferred  labor costs as a
result of increased loan production. Occupancy and equipment, professional fees,
marketing and data  processing  expenses have  increased by $49,000 and $143,000
for the three and nine-month  periods ended March 31, 2002,  respectively.  Such
increases are primarily due to the operation of the two branches  created by the
merger with OSFS.  For the three and nine month  periods  ended March 31,  2002,
other expenses have increased $84,000 and $206,000,  respectively.  The increase
in other expense is due to an increase in supplies,  communications  and postage
of $20,000 and $64,000,  in fees paid for ATM and consumer  card usage of $4,000
and  $25,000,  and in fees paid to the Federal  Reserve for item  processing  of
$5,000 and $19,000, for the three and nine month periods, respectively.  Each of
these increases are primarily  related to customer  activity due to the increase
in the Company's core customers.  Board of directors fees and insurance  expense
have  increased  a  combined  $3,000  and  $26,000  for the three and nine month
periods,  respectively  due primarily to the creation of the advisory board made
up of  nonemployee  directors  of the former OSFS and the  purchase of liability
insurance  for potential  claims  against the former OSFS.  Expenses  related to
Other Real Estate and Repossessed  assets have increase  $11,000 and $13,000 for
the three and nine month periods,  respectively due to the increased activity in
these areas.  Also, state franchise taxes have increased $34,000 and $44,000 for
the  three and nine  month  periods,  respectively  due to the  increase  in the
company's capital subject to Ohio Bank Franchise Tax.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

As of March 31, 2002, the Company had commitments to fund loans of approximately
$2,635,871. These loan commitments are expected to be funded by April 30, 2002.

Management  monitors both the Company's and the Bank's total risk-based,  Tier I
risk-based  and Tier I leveraged  capital  ratios in order to assess  compliance
with  regulatory  guidelines.  At March 31, 2002,  both the Company and the Bank
exceeded the minimum  risk-based and leveraged capital ratio  requirements.  The
Company's and the Bank's total risk-based, Tier I risk-based and Tier I leverage
ratios are 13.43%, 12.70%, 8.30% and 12.20%, 11.47%, and 7.51%, respectively, at
March 31, 2002.

                                      -13-

<PAGE>

Average Balance Sheet for the Three-Month Period ended March 31

     The  following  table  sets  forth  certain  information  relating  to  the
Company's  average  balance  sheet and reflects the average  yield on assets and
average cost of  liabilities  for the periods  indicated and the average  yields
earned and rates paid.  Such yields and costs are derived by dividing  income or
expense by the average balance of assets or liabilities,  respectively,  for the
periods  presented.  Average  balances  are  derived  from  month-end  balances.
Management does not believe that the use of month-end  balances instead of daily
average  balances  has  caused  any  material  differences  in  the  information
presented.

<TABLE>
<CAPTION>
                                                                            Period Ended March 31,
                                           -----------------------------------------------------------------------------------------
                                                               2002                                           2001
                                           ------------------------------------------     ------------------------------------------
                                               Average                      Average          Average                       Average
                                               Balance        Interest     Yield/Cost        Balance        Interest      Yield/Cost
                                           -------------   ------------   -----------     -------------   ------------   -----------
<S>                                          <C>              <C>          <C>              <C>              <C>          <C>
Interest-earning assets:
  Loans receivable (1)                         $164,617         $3,063         7.44%          $126,640         $2,676         8.45%
  Investment securities (2)                      19,498            182         3.74%            19,898            299         6.02%
  Mortgage-backed securities                      9,386            142         6.05%             8,305            145         7.00%
                                           -------------   ------------   -----------     -------------   ------------   -----------
     Total interest-earning assets              193,501          3,387         7.00%           154,843          3,120         8.06%
                                                           ------------   -----------                     ------------   -----------
Non-interest-earning assets                       7,988                                          7,182
                                           -------------                                  -------------
     Total assets                              $201,489                                       $162,025
                                           =============                                  =============

Interest-bearing liabilities:
  Interest-bearing demand deposits              $26,140            157         2.41%           $19,093            156         3.28%
  Certificates of deposit                        97,405          1,068         4.38%            83,298          1,262         6.06%
  Savings deposits                               33,189            220         2.65%            17,236            121         2.81%
  FHLB borrowings                                20,000            286         5.73%            20,750            306         5.91%
                                           -------------   ------------   -----------     -------------   ------------   -----------
     Total interest-bearing liabilities         176,734          1,731         3.92%           140,377          1,845         5.26%
                                                           ------------   -----------                     ------------   -----------
Non-interest bearing liabilities                  7,298                                          5,691
                                           -------------                                  -------------
     Total liabilities                          184,032                                        146,068
Stockholders' equity                             17,457                                         15,957
                                           -------------                                  -------------
     Total liabilities and stockholders'
       equity                                  $201,489                                       $162,025
                                           =============                                  =============

Net interest income                                            $ 1,656                                        $ 1,275
                                                           ============                                   ============
Interest rate spread (3)                                                       3.08%                                          2.80%
                                                                          ===========                                    ===========
Net Yield on interest-earning assets (4)                                       3.42%                                          3.29%
                                                                          ===========                                    ===========
Ratio of average interest-earning assets to
  average interest-bearing liabilities                                       109.49%                                        110.31%
                                                                          ===========                                    ===========
</TABLE>

------------------------------------------------
(1)  Average balances include non-accrual loans.
(2)  Includes interest-bearing deposits in other financial institutions and FHLB
     stock.
(3)  Interest-rate spread represents the difference between the average yield on
     interest   earning   assets  and  the  average  cost  of   interest-bearing
     liabilities.
(4)  Net yield on  interest-earning  assets  represents net interest income as a
     percentage of average interest-earning assets.

                                      -14-
<PAGE>

Average Balance Sheet for the Nine-Month Period ended March 31

     The  following  table  sets  forth  certain  information  relating  to  the
Company's  average  balance  sheet and reflects the average  yield on assets and
average cost of  liabilities  for the periods  indicated and the average  yields
earned and rates paid.  Such yields and costs are derived by dividing  income or
expense by the average balance of assets or liabilities,  respectively,  for the
periods  presented.  Average  balances  are  derived  from  month-end  balances.
Management does not believe that the use of month-end  balances instead of daily
average  balances  has  caused  any  material  differences  in  the  information
presented.

<TABLE>
<CAPTION>
                                                                          Period Ended December 31,
                                             ---------------------------------------------------------------------------------------
                                                               2002                                           2001
                                             ----------------------------------------     ------------------------------------------
                                               Average                     Average            Average                     Average
                                               Balance        Interest    Yield/Cost          Balance        Interest    Yield/Cost
                                             -----------   ------------   -----------     -------------   ------------   -----------
<S>                                          <C>              <C>          <C>              <C>              <C>          <C>
Interest-earning assets:
  Loans receivable (1)                         $153,968         $9,094         7.88%          $123,688         $7,879         8.49%
  Investment securities (2)                      18,920            620         4.37%            16,552            818         6.59%
  Mortgage-backed securities                      9,538            445         6.23%             5,932            303         6.80%
                                             -----------   ------------   -----------     -------------   ------------   -----------
     Total interest-earning assets              182,426         10,159         7.43%           146,172          9,000         8.21%
                                                           ------------   -----------                     ------------   -----------
Non-interest-earning assets                       7,695                                          7,123
                                             -----------                                  -------------
     Total assets                              $190,121                                       $153,295
                                             ===========                                  =============

Interest-bearing liabilities:
  Interest-bearing demand deposits              $23,815            449         2.51%           $19,334            497         3.43%
  Certificates of deposit                        93,697          3,537         5.03%            79,929          3,619         6.04%
  Savings deposits                               28,134            573         2.72%            17,287            367         2.83%
  FHLB borrowings                                20,000            874         5.83%            15,417            713         6.17%
                                             -----------   ------------   -----------     -------------   ------------   -----------
     Total interest-bearing liabilities         165,646          5,433         4.37%           131,967          5,196         5.25%
                                                           ------------   -----------                     ------------   -----------
Non-interest bearing liabilities                  7,417                                          5,760
                                             -----------                                  -------------
     Total liabilities                          173,063                                        137,727
Stockholders' equity                             17,058                                         15,568
                                             -----------                                  -------------
     Total liabilities and stockholders'
       equity                                  $190,121                                       $153,295
                                             ===========                                  =============

Net interest income                                            $ 4,726                                        $ 3,804
                                                           ============                                   ============
Interest rate spread (3)                                                       3.06%                                          2.96%
                                                                          ===========                                    ===========
Net Yield on interest-earning assets (4)                                       3.45%                                          3.47%
                                                                          ===========                                    ===========
Ratio of average interest-earning assets to
  average interest-bearing liabilities                                       110.13%                                        110.76%
                                                                          ===========                                    ===========
</TABLE>

-------------------------------------------------
(1)  Average balances include non-accrual loans.
(2)  Includes interest-bearing deposits in other financial institutions and FHLB
     stock.
(3)  Interest-rate spread represents the difference between the average yield on
     interest   earning   assets  and  the  average  cost  of   interest-bearing
     liabilities.
(4)  Net yield on  interest-earning  assets  represents net interest income as a
     percentage of average interest-earning assets.

                                      -15-

<PAGE>

RISK ELEMENTS
-------------

The table below presents information  concerning  nonperforming assets including
nonaccrual loans,  renegotiated loans, loans 90 days past due, other real estate
loans and repossessed  assets.  A loan is classified as nonaccrual  when, in the
opinion of management, there are serious doubts about collectibility of interest
and  principal.  At the time the  accrual of interest  is  discontinued,  future
income is recognized  only when cash is received.  Renegotiated  loans are those
loans which terms have been  renegotiated  to provide a reduction or deferral of
principal or interest as a result of the deterioration of the borrower.


                                                         March 31, June 30,
                                                          2002      2001
                                                         ------    ------

Loans on a nonaccrual basis                              $  744    $  535
Loans past due 90 days or more and still accruing         1,477       668
                                                         ------    ------
         Total nonperforming loans                        2,221     1,203
                                                         ------    ------

Other real estate                                           659       355
Repossessed assets                                           42        13
                                                         ------    ------
         Total nonperforming assets                      $2,922    $1,571
                                                         ------    ------


Nonperforming loans as a percentage of total net loans     1.35%     0.92%
                                                         ======    ======

Nonperforming assets as a percentage of total assets       1.42%     0.94%
                                                         ======    ======

Allowance for loan losses to nonperforming loans          44.08%    64.77%
                                                         ======    ======


Nonaccrual  loans  consist  of  $660,467  in  one  to  four  family  residential
mortgages, $42,000 in multi-family mortgages and $42,000 in non-residential real
estate mortgages at March 31, 2002.

The Company considers a loan impaired when it is probable that the borrower will
not repay  the loan  according  to the  original  contractual  terms of the loan
agreement.  Management has  determined  that first mortgage loans on one-to-four
family   properties   and  all  consumer   loans   represent   large  groups  of
smaller-balance,  homogenous  loans  that  are  to  be  collectively  evaluated.
Management  considers an insignificant  delay,  which is defined as less than 90
days by the Company,  will not cause a loan to be classified as impaired. A loan
is not impaired  during the period of delay in payment if the Company expects to
collect all amounts due including  interest accrued at the contractual  interest
rate during the period of delay.  All loans identified as impaired are evaluated
independently  by management.  The Company  estimates  credit losses on impaired
loans  through  the  allowance  for  loan  losses  by  evaluating  the  recorded
investment in the impaired loan to the estimated present value of the underlying
collateral or the present value of expected cash flows.

As of March 31, 2002, the total  investment in impaired loans was $892,274,  and
such amount was subject to a specific allowance for loan losses of $45,685.  The
average  investment in the impaired loans for the nine-month  period ended March
31, 2002 was $910,790.  The interest  income  potential  based upon the original
terms of the contracts of these  impaired  loans was $65,256 for the  nine-month
period  ended March 31,  2002.  A total of $65,256 of  interest  income has been
recognized for the nine month period ended March 31, 2002.

                                      -16-
<PAGE>
During the  quarter  ended  December  2001,  the  company  foreclosed  upon loan
balances of $438,509 that were  classified as impaired at September 30, 2001. As
a result of the foreclosure action, the assets  collateralizing these loans were
added to "Other  Real  Estate" in the amount of  $356,057,  which  resulted in a
write down to the allowance for loan losses during December 2001 of $82,452.

The  allowance  for loan  losses is based  upon  estimates  of  probable  losses
inherent in the loan portfolio.  The amount actually  observed in respect to the
losses  can vary  significantly  from the  estimated  amounts.  Our  methodology
includes  several  features that are intended to reduce the differences  between
estimated and actual losses.  The historical loss experience  model that is used
to established  the loan loss factors for problem graded loans is designed to be
self-correcting by taking into account our recent loss experience. Similarly, by
basing  the  past  graded  loss  factors  on  historical  loss  experience,  the
methodology is further designed to take our recent loss experience into account.
In addition to historical and recent loss trends,  our methodology  incorporates
the current volume and trend in delinquencies,  as well as, a self-assessment of
the status of the local economy.  Our methodology requires the monitoring of the
changing  loan  portfolio  mix and the effect that the  changing  mix has on the
trend in delinquencies, as well as, actually loss factors.

The combination of the historical loss factors, recent loss experience,  current
trend in delinquencies,  the local economic  environment,  and the assessment of
the changing loan portfolio mix are used in  conjunction  with the internal loan
grading system to adjust our allowance on a quarterly  basis.  Furthermore,  our
methodology includes our impaired loan assessment and permits adjustments to any
loss factor used in determining the allowance in the event that, in management's
judgement,  significant  conditions  which  effect  the  collectibility  of  the
portfolio as of the  evaluation  date are not reflected in the loss factors.  By
assessing  the probable  estimated  losses  inherent in the loan  portfolio on a
quarterly  basis,  we are able to adjust  specific and inherent  loss  estimates
based upon recent information, as it becomes available.

The following is a breakdown of the loan portfolio composition at March 31, 2002
and June 30, 2001:

                                          March 31,      June 30,
                                            2002           2001
                                       ------------   ------------
Mortgage loans:
           1-4 family                  $ 90,073,448   $ 64,696,315
           Multi-family                   6,431,317      6,002,553
           Non-residential               33,770,274     27,956,885
           Construction                   4,024,565      2,455,751
                                       ------------   ------------
                                        134,299,604    101,111,504
                                       ------------   ------------
Consumer Loans:
           Home Improvement                 936,546      1,208,279
           Automobile                    15,401,479     13,000,468
           Share loans                    1,400,097      1,594,755
           Other                          2,566,758      2,778,630
                                       ------------   ------------
                                         20,304,880     18,582,132
                                       ------------   ------------

                                       ------------   ------------
Commercial Loans                         12,620,752     12,651,451
                                       ------------   ------------
Less:
           Loans in process               1,390,132      1,861,360
           Net deferred loan fees            74,221        109,015
           Allowance for loan losses        979,069        779,170
                                       ------------   ------------
                                          2,443,422      2,749,545
                                       ------------   ------------
                Total                  $164,781,814   $129,595,542
                                       ============   ============

                                      -17-
<PAGE>

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

                NONE

Item 2 - Changes in securities

                NONE

Item 3 - Defaults upon senior securities

                 NOT APPLICABLE

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)  List of Exhibits:

             3 (i)   Certificate of Incorporation of Advance Financial Bancorp *
             3 (ii)  Amended Bylaws of Advance Financial Bancorp *****
             4  (i)  Specimen Stock Certificate *
             4  (ii) Shareholders Rights Plan **
            10       Employment Agreement between the Bank and
                       Stephen M. Gagliardi ***
            10.1     1998 Stock Option Plan ****
            10.2     Restricted Stock Plan and Trust Agreement ****

(b)    None

--------------------------------------------------------------------------------

*    Incorporated by reference to the  Registration  Statement on Form S-1 (File
     No. 333-13021) declared effective by the SEC on November 12, 1996.

**   Incorporated  by reference to the Form 8-K ( File No.  0-21885)  filed July
     17, 1997.

***  Incorporated  by  reference  to the June 30,  1997  Form  10K-SB  (File No.
     0-21885) filed September 23, 1997.

**** Incorporated by reference to the proxy statement for the Special Meeting of
     the Stockholders on January 20, 1998 and filed with the SEC on December 12,
     1997.

*****Incorporated  by  reference  to the June 30,  1999  Form  10KSB  (File  No.
     0-21885) filed on . September 28, 1999.

                                      -18-

<PAGE>

                                   SIGNATURES

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


                                    Advance Financial Bancorp



Date:  May 14, 2002                 By: /s/Stephen M. Gagliardi
                                        ----------------------------------------
                                        Stephen M. Gagliardi
                                        President and Chief Executive Officer

Date:  May 14, 2002                 By: /s/Stephen M. Magnone
                                        ----------------------------------------
                                        Stephen M. Magnone
                                        Vice President and CFO





                                      -19-