<PAGE>   1
                       Securities and Exchange Commission
                             WASHINGTON, D. C. 20549



                                    FORM 10-Q



[X]      Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

For the Quarterly Period Ended:  March 31, 2001

                                       or

[ ]      Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

For the Transition period from ________________ to _______________

Commission File Number: 0-23101

                           LAUREL CAPITAL GROUP, INC.
                    -----------------------------------------
             (Exact name of registrant as specified in its charter)

        Pennsylvania                                          25-1717451
-------------------------------                          ---------------
(State or other jurisdiction of                             (IRS Employer
incorporation or organization)                           Identification No.)

     2724 Harts Run Road
  Allison Park, Pennsylvania                                    15101
-------------------------------                               --------
(Address of principal executive office)                      (Zip Code)

Registrant's telephone number including area code:  (412) 487-7404


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

The number of shares outstanding for each of the issuer's classes of common
stock, as of the latest practicable date is:

                  Class: Common stock, par value $.01 per share
                  Outstanding at May 1, 2001: 1,956,451 shares


<PAGE>   2

                    LAUREL CAPITAL GROUP, INC. AND SUBSIDIARY

                                      INDEX



<TABLE>
<CAPTION>
                                                                                      PAGE
                                                                                      ----


<S>               <C>                                                         <C>
Part I - Financial Information

Item 1.           Financial Statements (Unaudited)

                  Consolidated Statements of Financial Condition as of        .....      1
                  March 31, 2001 and June 30, 2000

                  Consolidated Statements of Operations for the Three         .....      2
                  and Nine Months Ended March 31, 2001 and 2000

                  Consolidated Statement of Stockholders' Equity for the      .....      3
                  Nine Months Ended March 31, 2001

                  Consolidated Statements of Cash Flows for the Nine          .....      4
                  Months Ended March 31, 2001 and 2000

                  Notes to Unaudited Consolidated Financial Statements        .....    5-9

Item 2.           Management's Discussion and Analysis of Financial           .....  10-17
                  Condition and Results of Operations

Item 3.     Quantitative and Qualitative Disclosures about Market Risk        .....     17

Part II - Other Information

                  Item 1.  Legal Proceedings                                  .....     18

                  Item 2.  Changes in Securities and Use of Proceeds          .....     18

                  Item 3.  Defaults Upon Senior Securities                    .....     18
                  Item 4.  Submission 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
</TABLE>




<PAGE>   3

                    LAUREL CAPITAL GROUP, INC. AND SUBSIDIARY

                 Consolidated Statements of Financial Condition
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                                       March 31,           June 30,
                                                                                            2001               2000
-------------------------------------------------------------------------------------------------------------------
                                                                                     (unaudited)
     ASSETS


<S>                                                                                  <C>                  <C>
Cash                                                                                 $       802          $     822
Interest-earning deposits with other institutions                                          5,484              4,096
Investment securities available for sale                                                  40,063             38,665
Investment securities held to maturity (market value of $14,720 and $21,144)              14,435             21,931
Mortgage-backed securities available for sale                                             10,760             10,947
Mortgage-backed securities held to maturity (market value of $235 and $396)                  233                397
Loans receivable, held for sale                                                            1,794              1,514

Loans receivable                                                                         175,523            171,319
Allowance for loan losses                                                                 (1,764)            (1,798)
-------------------------------------------------------------------------------------------------------------------

     Loans receivable, net                                                               173,759            169,521

Federal Home Loan Bank stock                                                               2,146              1,671
Real estate owned                                                                             --                 --
Accrued interest receivable:
     Loans                                                                                   933                874
     Interest-earning deposits and investments                                               467                790
     Mortgage-backed securities                                                               63                 67

Office properties and equipment, net of accumulated depreciation                           1,317              1,413
Prepaid expenses and sundry assets                                                           776              1,365
-------------------------------------------------------------------------------------------------------------------

               Total Assets                                                          $   253,032          $ 254,073
===================================================================================================================


     LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:

     Savings deposits                                                                $   199,570          $ 192,663
     FHLB advances                                                                        22,627             33,424
     Advance deposits by borrowers for taxes and insurance                                 2,367              3,092
     Accrued interest payable                                                              1,668                404
     Accrued income taxes                                                                     69                239
     Other accrued expenses and sundry liabilities                                         1,066              1,005
-------------------------------------------------------------------------------------------------------------------

               Total Liabilities                                                         227,367            230,827
===================================================================================================================

Stockholders' Equity

     Common stock,  $.01 par value;                                                    5,000,000
        shares authorized;  2,346,346 and 2,329,272 shares
        issued, respectively                                                                  23                 23
     Additional paid-in capital                                                            5,300              5,224
     Treasury stock, at cost (389,895 and 328,670 shares)                                 (5,553)            (4,711)
     Retained earnings                                                                    25,879             24,120
     Accumulated other comprehensive income (loss), net of tax                               425             (1,007)
     Stock held in deferred compensation trust                                              (409)              (403)
-------------------------------------------------------------------------------------------------------------------

               Total Stockholders' Equity                                                 25,665             23,246
-------------------------------------------------------------------------------------------------------------------

               Total Liabilities and Stockholders' Equity                            $   253,032          $ 254,073
===================================================================================================================
</TABLE>


SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                      -1-
<PAGE>   4


                    LAUREL CAPITAL GROUP, INC. AND SUBSIDIARY

                      Consolidated Statements of Operations
                                   (Unaudited)

               For the Three and Nine Months Ended March 31, 2001
                 and 2000 (In thousands, except per share data)


<TABLE>
<CAPTION>
                                                                  Three months ended                Nine months ended
                                                                       March 31,                         March 31,
                                                                ----------------------          -----------------------
                                                                  2001            2000             2001            2000
                                                                  ----            ----             ----            ----
<S>                                                             <C>            <C>              <C>             <C>
Interest income:
      Loans                                                     $3,460         $ 2,976          $10,221         $ 8,812
      Mortgage-backed securities                                   191             207              596             631
      Investments                                                  934             951            2,982           2,718
      Interest-earning deposits                                     27              20               77              65
                                                                ------         -------          -------         -------

          Total interest income                                  4,612           4,154           13,876          12,226

Interest expense:
      Savings deposits                                           2,104           1,849            6,125           5,410
      Borrowings                                                   445             309            1,656             869
                                                                ------         -------          -------         -------

          Total interest expense                                 2,549           2,158            7,781           6,279
                                                                ------         -------          -------         -------

Net interest income before provision
      for loan losses                                            2,063           1,996            6,095           5,947
Provision for loan losses                                            4               4               13              13
                                                                ------         -------          -------         -------

Net interest income after provision
      for loan losses                                            2,059           1,992            6,082           5,934
                                                                ------         -------          -------         -------

Other income:
      Service charges                                              179             183              555             548
      Net gain on sale of investments and
          mortgage-backed securities available for sale             --              --               58              --
      Gain on the sale of loans held for sale                        2              --               10              11
      Other operating income                                        14              16               52              44
      Other non-operating income                                    --              --              325              --
                                                                ------         -------          -------         -------

          Total other income                                       195             199            1,000             603
                                                                ------         -------          -------         -------

Operating expenses:
      Compensation, payroll taxes and
          fringe benefits                                          543             488            1,555           1,422
      Premises and occupancy costs                                 150             138              419             426
      Federal insurance premiums                                     9               9               29              62
      Net loss on real estate owned                                 --              (1)               1              39
      Data processing expense                                       54              53              164             157
      Professional fees                                             30              34              121             149
      Other operating expenses                                     235             213              778             677
                                                                ------         -------          -------         -------

          Total operating expenses                               1,021             934            3,067           2,932
                                                                ------         -------          -------         -------

Income before income taxes                                       1,233           1,257            4,015           3,605
                                                                ------         -------          -------         -------


Provision for income taxes:
      Federal                                                      313             330            1,052             943
      State                                                         61              58              205             173
                                                                ------         -------          -------         -------

          Total income taxes                                       374             388            1,257           1,116
                                                                ------         -------          -------         -------


          Net income                                            $  859         $   869          $ 2,758         $ 2,489
                                                                ======         =======          =======         =======

Earnings per share
          Basic                                                 $ 0.44         $  0.41          $  1.40         $  1.17
                                                                ======         =======          =======         =======

          Diluted                                               $ 0.42         $  0.40          $  1.35         $  1.13
                                                                ======         =======          =======         =======

Dividends per share                                             $ 0.17         $  0.16          $  0.51         $  0.48
                                                                ======         =======          =======         =======
</TABLE>


SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                      -2-
<PAGE>   5


                    LAUREL CAPITAL GROUP, INC. AND SUBSIDIARY

                 Consolidated Statement of Stockholders' Equity
                                   (Unaudited)

                    For the Nine Months Ended March 31, 20001
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                                       Accumulated
                                                                                             Other   Stock Held in
                                              Additional                             Comprehensive        Deferred            Total
                                      Common     Paid-in     Treasury     Retained          Income    Compensation    Stockholders'
                                       Stock     Capital        Stock     Earnings      Net of Tax           Trust           Equity
                                       -----     -------        -----     --------      ----------           -----           ------

<S>                                   <C>     <C>            <C>          <C>        <C>              <C>             <C>
Balance, June 30, 2000                  $ 23      $5,224      ($4,711)    $ 24,120         ($1,007)          ($403)        $ 23,246

Comprehensive income:
       Net income                         --          --           --        2,758              --              --            2,758
       Other comprehensive income,
            net of tax $678               --          --           --           --           1,320              --            1,320
       Reclassification adjustment
            net of tax $58                                                                     112
                                        ----      ------      -------     --------         -------           -----         --------

Total comprehensive income                --          --           --        2,758           1,432              --            4,190

Stock options exercised
     (17,074 shares)                      --          76           --           --              --              --               76

Dividends on common stock
     at $0.17 per share                   --          --           --         (999)             --              --             (999)

Treasury stock purchased                  --          --         (842)          --              --              --             (842)

Net purchase of stock in
     deferred compensation trust          --          --           --           --              --              (6)              (6)
                                        ----      ------      -------     --------         -------           -----         --------

Balance, March 31, 2001                 $ 23      $5,300      ($5,553)    $ 25,879         $   425           ($409)        $ 25,665
                                        ====      ======      =======     ========         =======           =====         ========
</TABLE>


SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


                                      -3-
<PAGE>   6


                    LAUREL CAPITAL GROUP, INC. AND SUBSIDIARY

                      Consolidated Statements of Cash Flows
                                   (Unaudited)

                For the Nine Months Ended March 31, 2001 and 2000
                                 (In thousands)


<TABLE>
<CAPTION>
                                                                                          2001              2000
----------------------------------------------------------------------------------------------------------------

<S>                                                                                   <C>               <C>
Net income:                                                                           $  2,758          $  2,489
      Adjustments to reconcile net income to net
         cash provided by operating activities:
           Depreciation                                                                    146               147
           Provision for loan losses                                                        13                13
           Net loss on sale of real estate owned                                             1                19
           Net gain on sale of investment securities available for sale                    (58)               --
           Gain on the sale of loans held for sale                                         (10)              (11)
           Amortization of deferred loan fees                                              (84)              (79)
           Origination of loans held for sale                                             (806)             (772)
           Proceeds from sale of loans held for sale                                       536               723
           Decrease (increase) in accrued interest receivable                              268               (72)
           Increase in accrued interest payable                                          1,264               995
           Other - net                                                                    (207)             (152)
----------------------------------------------------------------------------------------------------------------

                     Net cash provided by operating activities                           3,821             3,300
----------------------------------------------------------------------------------------------------------------

Investing activities:
      Purchase of investment securities held to maturity                                    --           (13,523)
      Purchase of investment securities available for sale                                (953)           (4,019)
      Purchase of mortgage-backed securities available for sale                             --            (1,000)
      Purchase of FHLB stock                                                              (475)               --
      Proceeds from maturity of investment securities available for sale                   460                --
      Proceeds from maturity of investment securities held to maturity                   7,500             4,050
      Proceeds from maturity of mortgage-backed securities available for sale               --               164
      Proceeds from sale of investment securities available for sale                       924                --
      Principal repayments of investment and
         mortgage-backed securities available for sale                                     525             1,288
      Principal repayments of investment and
         mortgage-backed securities held to maturity                                       164               625
      Increase in loans                                                                 (4,386)           (7,529)
      Proceeds from sale of real estate owned                                              218               368
      Net additions to office properties and equipment                                     (50)             (143)
----------------------------------------------------------------------------------------------------------------

                     Net cash used by investing activities                               3,927           (19,719)
----------------------------------------------------------------------------------------------------------------

Financing activities:
      Net (decrease) increase in demand and club accounts                               (1,240)            3,828
      Net increase in time deposit accounts                                              8,147             4,311
      Net (decrease) increase in FHLB advances                                         (10,797)            4,396
      Decrease in advance deposits by borrowers
         for taxes and insurance                                                          (725)             (652)
      Stock options exercised                                                               76                26
      Acquisition of treasury stock                                                       (842)           (1,714)
      Dividends paid                                                                      (999)           (1,030)
----------------------------------------------------------------------------------------------------------------

                     Net cash provided by financing activities                          (6,380)            9,165
----------------------------------------------------------------------------------------------------------------

Net change in cash and cash equivalents                                                  1,368            (7,254)
Cash and cash equivalents at beginning of period                                         4,918            12,111
----------------------------------------------------------------------------------------------------------------

Cash and cash equivalents at end of period                                            $  6,286          $  4,857
----------------------------------------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
----------------------------------------------------------------------------------------------------------------

      Cash paid during the period for:
           Interest on savings deposits                                               $  4,861          $  4,415
           Interest on FHLB advances                                                     1,583               920
           Income taxes                                                                  1,491             1,143
      Transfer of loans to real estate owned                                               203               204

      Cash paid during the period for interest includes interest credited on
      deposits of $4,109 and $3,745 for the nine months ended March 31, 2001 and
      2000, respectively.
----------------------------------------------------------------------------------------------------------------
</TABLE>


SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


                                      -4-
<PAGE>   7

                    LAUREL CAPITAL GROUP, INC. AND SUBSIDIARY

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                        MARCH 31, 2001 AND JUNE 30, 2000


(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions for Form 10-Q and, therefore, do not include
all the information or footnotes necessary for a complete presentation of
financial condition, results of operation and cash flows in conformity with
generally accepted accounting principles. However, all adjustments, consisting
only of normal recurring adjustments which, in the opinion of management, are
necessary for a fair presentation, have been included. Significant accounting
policies have not changed since June 30, 2000. The results of operations for the
three and nine months ended March 31, 2001 are not necessarily indicative of the
results which may be expected for the entire fiscal year. The unaudited
consolidated financial statements should be read in conjunction with the audited
consolidated financial statements and the notes thereto included in Laurel
Capital Group, Inc.'s (the "Company") 2000 Annual Report to Stockholders for the
year ended June 30, 2000. All amounts presented in the Notes to Unaudited
Consolidated Financial Statements are presented in thousands except share and
per share data.

EARNINGS PER SHARE

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

<TABLE>
<CAPTION>
                                                     Three Months Ended              Nine Months Ended
                                                          March 31,                       March 31,
                                                    2001             2000           2001             2000
                                                  -------------------------       -------------------------
<S>                                               <C>             <C>             <C>             <C>
Basic earnings per share:
   Net income                                          $859            $869          $2,758          $2,489
   Weighted average shares outstanding            1,955,568       2,097,002       1,965,188       2,130,553
   Earnings per share                                 $0.44           $0.41           $1.40           $1.17

Diluted earnings per share:
   Net income                                          $859            $869          $2,758          $2,489
   Weighted average shares outstanding            1,955,568       2,097,002       1,965,188       2,130,553
   Dilutive effect of employee
      stock options                                  76,946          67,869          71,296          77,774
                                                 ----------      ----------      ----------      ----------

   Diluted weighted shares outstanding            2,032,514       2,164,871       2,036,484       2,208,327
   Earnings per share                                 $0.42           $0.40           $1.35           $1.13
</TABLE>


Options to purchase 68,360 and 72,596 shares of common stock at prices ranging
from $14.69 to $19.50 per share were outstanding during the three and nine
months ended March 31, 2001, respectively, but were not included in the
computation of diluted earnings per share because the option exercise price was
greater than the average market price of the common shares, and therefore, the
effect would be antidilutive.



                                      -5-
<PAGE>   8
For both the three and nine months ended March 31, 2000, options to purchase
73,596 shares of common stock at prices ranging from $14.69 to $19.50 per share
were not included in the computation of diluted earnings per share due to their
antidilutive effect.

SECURITIES

The Company accounts for investments in debt and equity securities in accordance
with the Financial Accounting Standards Board's ("FASB") Statement No. 115
("SFAS 115"). SFAS 115 requires that investments be classified as either: (1)
Securities Held to Maturity- reported at amortized cost, (2) Trading Securities-
reported at fair value, or (3) Securities Available for Sale- reported at fair
value. Unrealized gains and losses for trading securities are reported in
earnings while unrealized gains and losses for securities available for sale are
reported as other comprehensive income in stockholders' equity.

COMPREHENSIVE INCOME

The Company reports Comprehensive Income in accordance with SFAS No. 130 which
establishes standards for reporting and display of comprehensive income and its
components (revenues, expenses, gains, and losses) in a full set of general
purpose financial statements. SFAS No. 130 requires that all items that are
required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. SFAS No. 130 requires that an
enterprise (a) classify items of other comprehensive income by their nature in a
financial statement and (b) display the accumulated balance of other
comprehensive income separately from retained earnings and additional paid-in
capital in the equity section of a statement of financial position. For the nine
months ended March 31, 2001 and 2000, the Company's total comprehensive income
was $4,190 and $1,797, respectively. Total comprehensive income is comprised of
net income of $2,758 and $2,489, respectively, and other comprehensive income
(loss) of $1,432 and $(692), net of tax, respectively. Other comprehensive
income consists of unrealized gains and losses on investment securities and
mortgage-backed securities available for sale, net of tax.

LOANS RECEIVABLE

Loans receivable are stated at unpaid principal balances net of the allowance
for possible loan losses, net deferred loan fees and discounts. The Company
accounts for impaired loans in accordance with SFAS 114, "Accounting by
Creditors for Impairment of a Loan" and SFAS 118, "Accounting by Creditors for
Impairment of a Loan - Income Recognition and Disclosures", an amendment of SFAS
114. These statements address the accounting by creditors for impairment of
certain loans. They apply to all creditors and to all loans, uncollateralized as
well as collateralized, except for large groups of smaller-balance homogeneous
loans that are collectively evaluated for impairment. The Bank considers all
one-to-four family residential mortgage loans and all consumer loans (as
presented in Note 4) to be smaller-balance homogeneous loans. Loans within the
scope of these statements are considered impaired when, based on current
information and events, it is probable that all principal and interest will not
be collected in accordance with the contractual terms of the loans. Management
determines the impairment of loans based on knowledge of the borrower's ability
to repay the loan according to the contractual agreement, the borrower's
repayment history and the fair value of collateral for certain collateral
dependent loans. Pursuant to SFAS 114 paragraph



                                      -6-
<PAGE>   9

8, management does not consider an insignificant delay or insignificant
shortfall to impair a loan. Management has determined that a delay less than 90
days will be considered an insignificant delay and that an amount less than
$5,000 will be considered an insignificant shortfall. The Bank does not apply
SFAS 114 using major risk characteristics for groups of loans, but on a loan by
loan basis. All loans are charged off when management determines that principal
and interest are not collectible.

The accrual of interest on all loans is discontinued when, in management's
opinion, the borrower may be unable to meet payments as they become due or when
the loan becomes 90 days past due, whichever occurs first. When interest accrual
is discontinued, all unpaid accrued interest is reserved. Such interest
ultimately collected is credited to income in the period of recovery or applied
to reduce principal if there is sufficient doubt about the collectability of
principal. Consumer loans more than 120 days or 180 days delinquent (depending
on the nature of the loan) are generally required to be written off.

Any excess of the Bank's recorded investment in the loans over the measured
value of the loans in accordance with FAS 114 is provided for in the allowance
for loan losses. The Bank reviews its loans for impairment on a quarterly basis.

Loans receivable classified as held for sale are recorded in the financial
statements in the aggregate at the lower of cost or market.


(2) CONTINGENT LIABILITIES

The Company is subject to asserted and unasserted potential claims encountered
in the normal course of business. In the opinion of management and legal
counsel, the resolution of these claims is not expected to have a material
adverse effect on the Company's financial position, liquidity or results of
operations.



                                      -7-
<PAGE>   10

(3)   INVESTMENT AND MORTGAGE-BACKED SECURITIES

      Investment securities and mortgage-backed securities available for sale
are comprised of the following:


<TABLE>
<CAPTION>
                                                         Amortized             Gross Unrealized         Fair
                                                              Cost        Gains          Losses        Value
                                                     ---------------------------------------------------------

<S>                                                      <C>              <C>           <C>          <C>
AT MARCH 31, 2001:
     Municipal obligations                                 $21,104         $335         $183         $21,256
     FNMA preferred stock                                      250            1           --             251
     FHLMC preferred stock                                     250           10           --             260
     FNMA common stock                                         397          160           --             557
     FHLMC  common stock                                       199          125           --             324
     SLMA Student Loan Trust                                   482           17           --             499
     Standard Insurance Company stock                            4            3           --               7
     Shay Financial Services
         ARMs Fund                                          16,941           --           32          16,909
                                                     ---------------------------------------------------------

                                                            39,627          651          215          40,063

     Mortgage-backed securities available for sale          10,552          208           --          10,760
                                                     ---------------------------------------------------------

             Total                                         $50,179         $859         $215         $50,823
                                                     =========================================================
</TABLE>



<TABLE>
<CAPTION>
                                                                                   Amortized            Fair
                                                                                        Cost           Value
                                                                                ------------------------------

<S>                                                                                <C>               <C>
At March 31, 2001, the contractual maturities of the debt securities
     available for sale are:

     Due after five years through ten years                                             $668            $689
     Due after ten years                                                              20,918          21,066
                                                                                ------------------------------

             Total                                                                   $21,586         $21,755
                                                                                ==============================
</TABLE>



     Mortgage-backed securities have various contractual maturity dates.
     Actual repayments may be different due to prepayments on the loans
     underlying the securities. The FNMA stock, FHLMC stock, Standard
     Insurance Company stock and the Shay Financial Services ARMs Fund
     have no stated maturity.

Note:     Gross realized gains of $58 were recorded during the nine months
          ended March 31, 2001 on the sale of investment securities
          available for sale. There were no sales of such securities
          during the nine months ended March 31, 2000. Proceeds from the
          sale of investments available for sale during the nine months
          ended March 31, 2001 were $924.



      Investment and mortgage-backed securities held to maturity are comprised
of the following:

<TABLE>
<CAPTION>
                                                 Amortized          Gross Unrealized          Fair
                                                      Cost        Gains       Losses         Value
                                             ------------------------------------------------------

<S>                                              <C>              <C>         <C>          <C>
AT MARCH 31, 2001
     Corporate and Agency bonds                    $14,435         $289           $4       $14,720
      Mortgage-backed securities                       233            2           --           235
                                             ------------------------------------------------------

             Total                                 $14,668         $291           $4       $14,955
                                             ======================================================
</TABLE>



<TABLE>
<CAPTION>
                                                                           Amortized          Fair
                                                                                Cost         Value
                                                                        ---------------------------

<S>                                                                        <C>             <C>
At March 31, 2001, the contractual maturities of the debt securities
     held to maturity are:

     Due after one year through five years                                      $500          $511
     Due after five years through ten years                                    5,998         6,098
     Due after ten years                                                       7,937         8,111
                                                                        ---------------------------

             Total                                                           $14,435       $14,720
                                                                        ===========================
</TABLE>


     Mortgage-backed securities have various contractual maturity dates.
     Actual repayments may be different due to prepayments on the loans
     underlying the securities.


                                      -8-
<PAGE>   11

(4)    LOANS RECEIVABLE

            Loans receivable are comprised of the following:


<TABLE>
<CAPTION>
                                                                        March 31,           June 30,
                                                                             2001               2000
-----------------------------------------------------------------------------------------------------
<S>                                                                     <C>                 <C>
     First mortgage loans:
           1 to 4 family dwellings                                       $127,524           $125,242
           Multi-family dwellings                                           2,949              2,476
           Commercial                                                       4,465              5,391
           Guaranteed or insured                                               31                 34
           Construction and development loans                              10,426             10,167
-----------------------------------------------------------------------------------------------------

                                                                          145,395            143,310

     Commercial loans                                                       1,691                919
     Consumer loans:
           Loans secured by savings accounts                                  241                211
           Installment loans                                               33,912             34,899
-----------------------------------------------------------------------------------------------------

                                                                           35,844             36,029
-----------------------------------------------------------------------------------------------------

     Loans receivable, net of unearned discounts                          181,239            179,339
     Less: Allowance for loan losses                                       (1,764)            (1,798)
               Loans in process                                            (5,592)            (7,796)
               Deferred loan fees                                            (124)              (224)
-----------------------------------------------------------------------------------------------------

     Loans receivable, net                                               $173,759           $169,521
=====================================================================================================
</TABLE>


Changes in the allowance for loan losses for the nine months ended March
31, 2001 and 2000 are as follows:

<TABLE>
<CAPTION>
                                                                           Fiscal             Fiscal
                                                                             2001               2000
-----------------------------------------------------------------------------------------------------

<S>                                                                        <C>                <C>
Balance at beginning of the fiscal year                                    $1,798             $1,866
Provision for losses                                                           13                 13
Charge-offs                                                                   (57)               (80)
Recoveries                                                                     10                 10
-----------------------------------------------------------------------------------------------------

Balance at March 31, 2001 and 2000                                         $1,764             $1,809
=====================================================================================================
</TABLE>



At March 31, 2001, the recorded investment in loans that are considered
to be impaired under SFAS 114 was $319. Included in this amount is $49 of
impaired loans for which the related allowance for loan losses is $12,
and $270 of impaired loans that as a result of write-downs do not have an
allowance for loan losses. The average recorded investment in impaired
loans during the nine months ended March 31, 2001 was approximately $325.
For the nine months ended March 31, 2001, the Company recognized interest
income on those impaired loans of $1 which was recognized using the cash
basis method of income recognition.

                                                              March 31,
                                                           2001       2000
                                                      --------------------------

Non-accrual loans                                          $674       $586
Non-accrual loans as a percent of total loans, net         0.39%      0.37%


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

All loans 90 days or more past due are reported as non-accrual.



                                      -9-
<PAGE>   12

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS


<TABLE>
<CAPTION>
BALANCE SHEET DATA                                                          At March 31,
                                                                       2001             2000
                                                                       -----            ----
                                                             (In thousands except per share data)
                                                             ------------------------------------
                                                                          (Unaudited)


<S>                                                                 <C>              <C>
Total assets                                                        $253,032         $243,217
Interest-earning deposits with other institutions                      5,484            4,041
Investment securities available for sale                              40,063           38,616
Investment securities held to maturity                                14,435           21,929
Mortgage-backed securities available for sale                         10,760           11,245
Mortgage-backed securities held to maturity                              233              447
Loans receivable held for sale                                         1,794            1,622
Loans receivable, net                                                173,759          158,767
Savings deposits                                                     199,570          190,257
FHLB advances                                                         22,627           24,425
Retained earnings                                                     25,879           23,529
Stockholders' equity                                                  25,665           23,509
Stockholders' equity per share                                        $13.12           $11.45
</TABLE>



<TABLE>
<CAPTION>
STATISTICAL PROFILE                                                      Three months ended                 Nine months ended
                                                                              March 31,                         March 31,
                                                                    ----------------------------       ---------------------------

                                                                        2001             2000              2001            2000
                                                                        ----             ----              ----            ----


<S>                                                                   <C>              <C>               <C>             <C>
Average yield earned on all interest-earning assets                     7.42%            7.22%             7.42%           7.16
Average rate paid on all interest-bearing liabilities                   4.77             4.36              4.76            4.24
Average interest rate spread                                            2.65             2.86              2.66            2.92
Net yield on average interest-earning assets                            3.30             3.45              3.25            3.47
Average interest-earning assets as a percentage of
      average interest-bearing liabilities                            115.39           115.24            114.91          115.72
Return on average assets (1)                                            1.34             1.46              1.43            1.41
Return on average equity  (1)                                          13.59            14.70             15.11           13.82
Average equity to average assets                                        9.85             9.91              9.49           10.22
</TABLE>


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

(1) Amounts are annualized.



                                      -10-
<PAGE>   13



          COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000


GENERAL. Laurel Capital Group, Inc.'s (the "Company") only significant asset is
the stock it owns of its wholly-owned subsidiary, Laurel Savings Bank (the
"Bank"). The Company's net income for the three months ended March 31, 2001 was
$859,000 compared to $869,000 for the same period in the prior year. The
decrease of $10,000 or 1.2% was primarily the result of a $87,000 increase in
total operating expense and a $4,000 decrease in other income partially offset
by a $67,000 increase in net interest income and a $14,000 decrease in income
tax expense. These and other significant fluctuations are discussed below.

NET INTEREST INCOME. The Company's operating results depend substantially on the
Bank's net interest income, which is determined by the average interest rate
spread between the Bank's interest-earning assets and interest-bearing
liabilities and the relative amounts of such assets and liabilities. Net
interest income increased by $67,000 or 3.4% during the three months ended March
31, 2001 as compared to the same period of the prior year. The increase was
primarily due to a $2.7 million or 9.0% increase in average net earning assets
for the quarter ended March 31, 2001 as compared to the quarter ended March 31,
2000. This increase was partially offset by a decrease in the average interest
rate spread from 2.86% for the quarter ended March 31, 2000 to 2.65% for the
quarter ended March 31, 2001.

Interest income on loans receivable and loans held for sale increased by
$484,000 or 16.3% during the three months ended March 31, 2001 as compared to
the same period in the prior year. This increase was primarily due to a $20.9
million or 13.3% increase in the average outstanding balance of loans receivable
for the quarter ended March 31, 2001 as compared to the same period in the prior
year. In addition, the average yield on loans receivable increased from 7.59%
for the quarter ended March 31, 2000 to 7.79% for the quarter ended March 31,
2001. The increase in the average outstanding balance of loans receivable was
due to a $19.9 million or 16.5% increase in the average outstanding balance of
mortgage loans and a $983,000 or 2.7% increase in the average outstanding
balance of consumer and other loans. The increase in the average yield was
primarily due to generally higher market interest rates. The Bank continues to
emphasize the origination of consumer loan products as part of its
Asset/Liability management due to their generally shorter terms.

Interest on mortgage-backed securities held to maturity and mortgage-backed
securities available for sale decreased by $16,000 or 7.7% during the quarter
ended March 31, 2001 as compared to the March 31, 2000 quarter. This decrease
was primarily due to a $1.0 million or 8.8% decrease in the average outstanding
balance of mortgage-backed securities during the quarter ended March 31, 2001 as
compared to the March 31, 2000 quarter. This decrease was partially offset by an
increase in the average yield on mortgage-backed securities from 6.93% for the
quarter ended March 31, 2000 to 7.01% for the quarter ended March 31, 2001. At
March 31, 2001, the Bank's portfolio of mortgage-backed securities available for
sale had net unrealized gains of $208,000. This portfolio consists of fixed and
adjustable rate securities with an average yield of 7.09% at March 31, 2001.
Rising interest rates would decrease the unrealized gains in this portfolio if
the fixed rate securities are not sold. The mortgage-backed securities held to
maturity portfolio consists of two adjustable-rate and one fixed-rate
collateralized mortgage obligations (CMO's) with an average yield of 6.24% at
March 31, 2001. At March 31, 2001, the Bank's portfolio of mortgage-backed
securities held to maturity had an amortized cost and fair market



                                      -11-
<PAGE>   14

value of $233,000 and $235,000, respectively. In periods of rising interest
rates, unrealized losses could occur due to the timing difference of when the
securities reprice. See Note 3 of "Notes to Unaudited Consolidated Financial
Statements."

Interest income on investments held to maturity and investments available for
sale decreased during the three months ended March 31, 2001 by $17,000 or 1.8%
from the comparable period in 2000, primarily due to a $1.7 million or 2.8%
decrease in the average outstanding balance of such securities for the quarter
ended March 31, 2001 as compared to the quarter ended March 31, 2000. This
decrease was partially offset by an increase in the average yield on investment
securities from 6.31% for the quarter ended March 31, 2000 to 6.38% for the
quarter ended March 31, 2001. The decrease in the average outstanding balance
was primarily due to increased repayments of investments held to maturity due to
declining interest rates. At March 31, 2001, the Bank's portfolio of investment
securities available for sale and investment securities held to maturity had net
unrealized gains of $436,000 and $285,000, respectively. See Note 3 of "Notes to
Unaudited Consolidated Financial Statements."

Interest income on interest-earning deposits increased during the three months
ended March 31, 2001 by $7,000 or 35.0% from the comparable period in 2000. This
increase was primarily due to an increase of $461,000 or 30.0% in the average
outstanding balance of interest-earning deposits for the quarter ended March 31,
2001 as compared to the March 31, 2000 quarter. Also contributing to the
increase was an increase in the average yield on interest-earning deposits from
5.28% for the quarter ended March 31, 2000 to 5.48% for the quarter ended March
31, 2001.

Interest expense on interest-bearing deposits increased by $255,000 or 13.8% for
the quarter ended March 31, 2001, compared to the same period in 2000. The
increase was primarily due to an increase in the average interest rate paid on
savings deposits from 4.19% for the three months ended March 31, 2000 to 4.58%
for the three months ended March 31, 2001. Also contributing to the increase was
a $7.4 million or 2.4% increase in the average outstanding balance of such
deposits during the three months ended March 31, 2001 as compared to the same
period of the prior year.

Interest expense on borrowings increased $136,000 or 44.0% for the quarter ended
March 31, 2001 compared to the quarter ended March 31, 2000 due to a $8.5
million or 39.1% increase in the average outstanding balance of FHLB advances.
The average rate paid on borrowings increased from 5.76% for the quarter ended
March 31, 2000 to 5.97% for the quarter ended March 31, 2001.

PROVISION FOR LOAN LOSSES. The Bank provided $4,000 to its allowance for loan
losses for both the quarters ended March 31, 2001 and 2000. Such provisions were
the result of an analysis of the allowance for loan losses in connection with a
review of the Bank's loan portfolio.

At both March 31, 2001 and 2000, the Bank's allowance for loan losses amounted
to $1.8 million or 1.0% and 1.1%, respectively, of the total loan portfolio.

A review of the loan portfolio is conducted at least quarterly by management to
determine that the allowance for loan losses is appropriate to absorb estimated
loan losses. In determining the appropriate level of the allowance for loan
losses, consideration is given to general economic conditions, diversification
of loan portfolios, historic loss experience, identified credit problems,
delinquency levels



                                      -12-
<PAGE>   15

and adequacy of collateral. In consideration of the above, management has
assessed the risks in the loan portfolio and has determined that no significant
changes have occurred during the three months ended March 31, 2001. Thus, the
level of the allowance for loan losses is substantially unchanged from June 30,
2000. Although management believes that the current allowance for loan losses is
appropriate, future additions to the reserve may be necessary due to changes in
economic conditions and other factors. In addition, as an integral part of their
periodic examination, certain regulatory agencies review the adequacy of the
Bank's allowance for loan losses and may direct the Bank to make additions to
the allowance based on their judgement. No such additions were required to be
made during the Company's most recent examination.

OTHER INCOME. Total other income decreased by $4,000 or 2.0% to $195,000 for the
quarter ended March 31, 2001 as compared to the same period in 2000. This was
primarily the result of a decrease of $4,000 in service charge income.

OPERATING EXPENSES. Total operating expenses increased by $87,000 or 9.3% during
the quarter ended March 31, 2001 as compared to the comparable quarter in 2000.
This increase was primarily due to a $55,000 increase in compensation and
benefits expense, a $22,000 increase in other operating expenses and a $12,000
increase in premises and occupancy costs. These increases were partially offset
by a decrease of $4,000 in professional fees.

INCOME TAX EXPENSE. Income tax expense decreased by $14,000 for the quarter
ended March 31, 2001 as compared to the quarter ended March 31, 2000 primarily
as a result of lower pre-tax income. The effective tax rate also decreased
slightly from 30.9% for the 2000 quarter to 30.3% for the 2001 quarter.




                                      -13-
<PAGE>   16



           COMPARISON OF THE NINE MONTHS ENDED MARCH 31, 2001 AND 2000


GENERAL. The Company's net income for the nine months ended March 31, 2001 was
$2,758,000 compared to $2,489,000 for the same period in the prior year. The
increase of $269,000 or 10.8% was primarily the result of a $397,000 or 65.8%
increase in other income and a $148,000 or 2.5% increase in net interest income.
These increases were partially offset by a $141,000 or 12.6% increase in income
tax expense and a $135,000 or 4.6% increase in total operating expenses. These
and other significant fluctuations are discussed below.

NET INTEREST INCOME. Net interest income increased by $148,000 or 2.5% during
the nine months ended March 31, 2001 as compared to the same period of the prior
year. The increase was primarily due to a $20.7 million or 13.4% increase in the
average outstanding balance of loans for the nine months ended March 31, 2001 as
compared to the nine months ended March 31, 2000. This increase contributed to a
$1.4 million or 4.6% increase in the average outstanding balance of net earning
assets for the nine months ended March 31, 2001 as compared to the same period
in the prior year. These increases were partially offset by a decrease in the
average interest rate spread from 2.92% for the nine months ended March 31, 2000
to 2.66% for the nine months ended March 31, 2001.

Interest income on loans receivable and loans held for sale increased by $1.4
million or 16.0% during the nine months ended March 31, 2001 as compared to the
same period in the prior year. This increase was primarily due to a $20.7
million or 13.4% increase in the average outstanding balance of loans receivable
for the nine months ended March 31, 2001 as compared to the same period in the
prior year. Also contributing to the increase was an increase in the average
yield on loans receivable from 7.60% for the nine months ended March 31, 2000 to
7.77% for the nine months ended March 31, 2001. The increase in the average
outstanding balance of loans receivable was due to a $18.7 million or 15.7%
increase in the average outstanding balance of mortgage loans and a $2.0 million
or 5.6% increase in the average outstanding balance of consumer loans. The Bank
continues to emphasize the origination of consumer loan products as part of its
Asset/Liability management due to their generally shorter terms.

Interest on mortgage-backed securities held to maturity and mortgage-backed
securities available for sale decreased by $35,000 or 5.6% during the nine
months ended March 31, 2001 as compared to the nine months ended March 31, 2000.
This decrease was primarily due to a $1.3 million or 10.8% decrease in the
average outstanding balance of mortgage-backed securities during the nine months
ended March 31, 2001 as compared to the nine months ended March 31, 2000. The
average yield on mortgage-backed securities increased from 6.74% for the nine
months ended March 31, 2000 to 7.14% for the nine months ended March 31, 2001.
See "Comparison of the Three Months Ended March 31, 2001 and 2000 - Net Interest
Income."

Interest income on investments held to maturity and investments available for
sale increased during the nine months ended March 31, 2001 by $264,000 or 9.7%
from the comparable period in 2000, primarily due to an increase in the average
yield on investment securities from 6.08% for the nine months ended March 31,
2000 to 6.42% for the nine months ended March 31, 2001. In addition, the average
outstanding balance of such securities increased $2.4 million or 4.0% for the
nine months ended March 31, 2001 as compared to the nine months ended March 31,
2000. The increase



                                      -14-
<PAGE>   17

in the average outstanding balance was primarily due to the investment of
increased savings deposits and funds borrowed from the FHLB of Pittsburgh. See
"Comparison of the Three Months Ended March 31, 2001 and 2000 - Net Interest
Income."

Interest income on interest-earning deposits increased during the nine months
ended March 31, 2001 by $12,000 or 18.5% from the comparable period in 2000.
This increase was primarily due to an increase in the average yield on
interest-earning deposits from 5.09% for the nine months ended March 31, 2000 to
6.01% for the nine months ended March 31, 2001. The average outstanding balance
of interest-earning deposits increased $4,000 or .2% for the nine months ended
March 31, 2001 as compared to the same period in the prior year.

Interest expense on interest-bearing deposits increased by $715,000 or 13.2% for
the nine months ended March 31, 2001 compared to the same period in 2000. The
increase was primarily due to an increase in the average interest rate paid on
savings deposits from 4.09% for the nine months ended March 31, 2000 to 4.48%
for the nine months ended March 31, 2001. Also contributing to the increase was
a $6.1 million or 3.4% increase in the average outstanding balance of such
deposits during the nine months ended March 31, 2001 as compared to the same
period of the prior year.

Interest expense on borrowings increased $787,000 or 90.6% for the nine months
ended March 31, 2001 compared to the nine months ended March 31, 2000 due to a
$14.2 million or 67.3% increase in the average outstanding balance of FHLB
advances. The average rate paid on borrowings increased from 5.48% for the nine
months ended March 31, 2000 to 6.24% for the nine months ended March 31, 2001.

PROVISION FOR LOAN LOSSES. The Bank provided $13,000 to its allowance for loan
losses for both the nine months ended March 31, 2001 and 2000. Such provisions
were the result of an analysis of the allowance for loan losses in connection
with a review of the Bank's loan portfolio. See "Comparison of the Three Months
Ended March 31, 2001 and 2000 - Provision For Loan Losses."

OTHER INCOME. Total other income increased by $397,000 or 65.8% to $1.0 million
for the nine months ended March 31, 2001 as compared to the same period in 2000.
This was primarily the result of $325,000 of non-recurring income resulting from
the settlement of litigation and an insurance claim and a $58,000 increase in
gains on the sale of investment securities held for sale recorded during the
nine months ended March 31, 2001. There were no such gains recorded during the
nine months ended March 31, 2000.

OPERATING EXPENSES. Total operating expenses increased by $135,000 or 4.6%
during the nine months ended March 31, 2001 as compared to the same period in
2000. This increase was primarily due to a $133,000 increase in compensation and
benefits, a $101,000 increase in other operating expenses and a $7,000 increase
in data processing fees. These increases were partially offset by a $38,000
decrease in real estate owned expense, a $33,000 decrease in federal insurance
premiums, a $28,000 decrease in professional fees and a $7,000 decrease in
premises and occupancy costs.

INCOME TAX EXPENSE. Income tax expense increased by $141,000 or 12.6% for the
nine months ended March 31, 2001 as compared to the nine months ended March 31,
2000 primarily as a result of higher pre-tax income. The effective tax rate
increased slightly from 31.0% for the 2000 period to 31.3% for the 2001 period.


                                      -15-
<PAGE>   18

FINANCIAL CONDITION AND CAPITAL RESOURCES

Total assets decreased by $1.0 million or .4% from June 30, 2000 to March 31,
2001. The largest decreases were a $7.5 million decrease in investment
securities held to maturity and a $589,000 decrease in other assets. This
decrease was partially offset by a $4.2 million increase in loans receivable,
net, a $1.4 million increase in investment securities available for sale, a $1.4
million increase in interest-earning deposits with other institutions and a
$475,000 increase in FHLB stock. The largest components of change in liabilities
were a $10.8 million decrease in FHLB advances, partially offset by a $6.9
million increase in savings deposits.

Under regulations adopted by the Federal Deposit Insurance Corporation ("FDIC"),
the Bank is required to maintain Tier I (Core) capital equal to at least 4% of
the Bank's adjusted total assets, and Tier II (Supplementary) risk-based capital
equal to at least 8% of the risk-weighted assets. At March 31, 2001, the Bank
exceeded all of these requirements, with Tier I and Tier II ratios of 9.38% and
18.39%, respectively.

The following table sets forth certain information concerning the Bank's
regulatory capital at March 31, 2001.

                                         Tier I        Tier I      Tier II
                                           Core    Risk-Based   Risk-Based
                                        Capital       Capital      Capital
                                        -------       -------      -------
                                           (Dollar amounts in thousands)


Equity capital (1)                      $24,085       $24,085      $24,085
Plus general valuation allowances (2)         -             -        1,764
Plus allowable unrealized gains               -             -          267
                                        -------       -------       ------
   Total regulatory capital              24,085        24,085       26,116
Minimum required capital                 10,269         5,681       11,363
                                        -------       -------       ------
   Excess regulatory capital            $13,816       $18,404      $14,753
                                        =======       =======      =======

Minimum required capital to be well
   capitalized under Prompt Corrective
   Action Provisions                    $12,836       $ 8,522      $14,203
                                        =======       =======      =======

Regulatory capital as a percentage (3)     9.38%        16.96%       18.39%
Minimum required capital percentage        4.00          4.00         8.00
                                           ----         -----         ----
   Excess regulatory capital percentage    5.38%        12.96%       10.39%
                                           ====         =====        =====

Minimum required capital percentage
   to be well capitalized under Prompt
   Corrective Action Provisions            5.00%         6.00%       10.00%
                                           ====         =====        =====

(1)  Represents equity capital of the Bank as reported to the FDIC and the
     Pennsylvania Department of Banking on Form 033 for the three months
     ended March 31, 2001.

(2)  Limited to 1.25% of risk adjusted assets.

(3)  Tier I capital is calculated as a percentage of adjusted total assets of
     $256,714. Tier I and Tier II risk-based capital are calculated as a
     percentage of adjusted risk-weighted assets of $142,033.


                                      -16-
<PAGE>   19

IMPACT OF INFLATION AND CHANGING PRICES

The financial statements and related data presented herein have been prepared in
accordance with generally accepted accounting principles, which require the
measurement of financial position and operating results in terms of historical
dollars without considering changes in the relative purchasing power of money
over time due to inflation. Unlike most industrial companies, substantially all
of the assets and liabilities of a financial institution are monetary in nature.
As a result, interest rates have a more significant impact on a financial
institution's performance than the effects of general levels of inflation.
Interest rates do not necessarily move in the same direction or in the same
magnitude as the prices of goods and services as measured by the consumer price
index.

ACCOUNTING DEVELOPMENTS

SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as
amended by SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities - Deferral of the Effective Date of FASB Statement No. 133," and SFAS
No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities - An Amendment of FASB Statement No. 133," requires that derivative
instruments be carried at fair value on the balance sheet. The statement
continues to allow derivative instruments to be used to hedge various risks and
sets forth specific criteria to be used to determine when hedge accounting can
be used. The statements also provide for offsetting changes in fair value or
cash flows of both the derivative and the hedged asset or liability to be
recognized in earnings in the same period; however, any changes in fair value or
cash flow that represent the ineffective portion of a hedge are required to be
recognized in earnings and cannot be deferred. For derivative instruments not
accounted for as hedges, changes in fair value are required to be recognized in
earnings.

The Company adopted the provisions of this statement as amended as of July 1,
2000. As of March 31, 2001, no such instruments were used by the Company.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of the Company's asset and liability management policies as
well as the potential impact of interest rate changes upon the market value of
the Bank's portfolio equity, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the 2000 Annual Report to
Stockholders. There has been no material change in the Company's asset and
liability position or market value of portfolio equity since June 30, 2000.

FORWARD LOOKING STATEMENTS

This Form 10-Q contains certain forward-looking statements and information
relating to the Company that are based on the beliefs of management as well as
assumptions made by and information currently available to management. In
addition, in those and other portions of this document, the words "anticipate,"
"believe," "estimate," "except," "intend," "should" and similar expressions, or
the negative thereof, as they relate to the Company or the Company's management,
are intended to identify forward-looking statements. Such statements reflect the
current views of the Company with respect to future looking events and are



                                      -17-
<PAGE>   20

subject to certain risks, uncertainties and assumptions. Should one or more of
these risks or uncertainties materialize or should underlying assumptions prove
incorrect, actual results may vary from those described herein as anticipated,
believed, estimated, expected or intended. The Company does not intend to update
these forward-looking statements.



                    LAUREL CAPITAL GROUP, INC. AND SUBSIDIARY

                                     PART II


Item 1.  Legal Proceedings

         The Company is not engaged in any legal proceedings at the present time
         other than those generally associated with the normal course of
         business. In the opinion of management and legal counsel, the
         resolution of these claims are not expected to have a material adverse
         effect on the Company's financial position, liquidity or results of
         operations.

Item 2.  Changes in Securities and Use of Proceeds

         None

Item 3.  Defaults Upon 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

         None





                                      -18-
<PAGE>   21


                                   SIGNATURES

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

LAUREL CAPITAL GROUP, INC.



/s/ Edwin R. Maus
-------------------------------------
Edwin R. Maus
President and Chief Executive Officer



/s/ John A. Howard, Jr.
-------------------------------------
John A. Howard, Jr.
Senior Vice President and
Chief Financial Officer


Date: May 14, 2001









                                      -19-