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

             FORM 10 - QSB

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

      For the quarterly period ended June 30, 2000

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


           For the transition period from         to

                         Commission File Number 0-23765
                         ------------------------------

                              SFSB HOLDING COMPANY
             (Exact name of registrant as specified in its charter)

            Pennsylvania                               23 - 2934332
(State or other jurisdiction of incorporation  (IRS Employer Identification No.)
 or organization)

            900 Saxonburg Boulevard, Pittsburgh, Pennsylvania, 15223
                    (Address of principal executive offices)

                                (412) 487 - 4200
              (Registrant's telephone number, including area code)


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

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

                  Class: Common Stock, par value $.10 per share
                     Outstanding at August 3, 2000: 635,305


<PAGE>

                              SFSB HOLDING COMPANY

                                      INDEX


<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
PART I  -  FINANCIAL INFORMATION
<S>                                                                                                     <C>
      Item 1.   Financial Statements

                    Consolidated Balance Sheet (Unaudited) as of                                              3
                        June 30, 2000 and December 31, 1999

                    Consolidated Statement of Income (Unaudited)
                        for the Six Months ended June 30, 2000 and 1999                                       4

                    Consolidated Statement of Income (Unaudited)
                        for the Three Months ended June 30, 2000 and 1999                                     5

                    Consolidated Statement of Changes in Stockholders' Equity (Unaudited)                     6

                    Consolidated Statement of Cash Flows (Unaudited)
                        for the Six Months ended June 30, 2000 and 1999                                       7

                    Notes to Unaudited Consolidated Financial Statements                                      8

      Item 2.   Management's Discussion and Analysis of
                        Financial Condition and Results of Operations                                       9 - 12

PART II  -  OTHER INFORMATION

      Item 1.   Legal Proceedings                                                                             13

      Item 2.   Changes in Securities                                                                         13

      Item 3.   Default Upon Senior Securities                                                                13

      Item 4.   Submissions of Matters to a Vote of Security Holders                                          13

      Item 5.   Other Information                                                                             13

      Item 6.   Exhibits and Reports on Form 8 - K                                                            13

SIGNATURES                                                                                                    14

</TABLE>

<PAGE>

                              SFSB HOLDING COMPANY
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                       June 30,             December 31,
                                                                                          2000                   1999
                                                                                    ------------------     -----------------
<S>                                                                              <C>                    <C>
ASSETS
      Cash and due from banks                                                    $            449,446   $           908,791
      Interest-bearing deposits in other banks                                              3,442,760             4,156,884
                                                                                    ------------------     -----------------
      Cash and cash equivalents                                                             3,892,206             5,065,675

      Certificates of deposit in other banks                                                  492,940             1,056,306
      Investment securities available for sale                                              2,867,285             2,960,757
      Investment securities held to maturity (market
        value of $8,962,529 and $9,446,780)                                                 9,463,379             9,990,854
      Mortgage-backed securities available for sale                                         1,458,792             1,774,691
      Mortgage-backed securities held to maturity (market
        value of $11,315,171 and $9,979,691)                                               11,556,509            10,277,109
      Loans receivable (net of allowance for loan losses
        of $144,693 and $138,193)                                                          17,229,038            15,516,919
      Accrued interest receivable                                                             407,989               412,178
      Premises and equipment                                                                1,401,185             1,444,866
      Federal Home Loan Bank stock                                                            256,500               245,600
      Other assets                                                                            162,913                58,531
                                                                                    ------------------     -----------------

           TOTAL ASSETS                                                          $         49,188,736   $        48,803,486
                                                                                    ==================     =================

LIABILITIES
      Deposits                                                                   $         39,856,889   $        39,411,665
      Advances by borrowers for taxes and insurance                                           145,754               112,058
      Accrued interest payable and other liabilities                                          491,702               388,937
                                                                                    ------------------     -----------------

           TOTAL LIABILITIES                                                               40,494,345            39,912,660
                                                                                   ------------------     -----------------
COMMITMENTS AND CONTINGENCIES                                                                       -                     -

STOCKHOLDERS' EQUITY
      Preferred stock, no par value; 1,000,000 shares
        authorized; none issued and outstanding                                                     -                     -
      Common stock, par value $.10 per share; 4,000,000
        shares authorized; 726,005 issued                                                      72,600                72,600
      Additional paid-in capital                                                            6,685,174             6,695,656
      Retained earnings - substantially restricted                                          3,188,839             3,180,278
      Accumulated other comprehensive income                                                  235,797               308,907
      Unallocated shares held by Employee Stock
        Ownership Plan (ESOP)                                                                (435,600)             (464,640)
      Unallocated shares held by Restricted Stock Plan (RSP)                                 (212,401)             (232,413)
      Treasury stock (90,700 at cost)                                                        (840,018)             (669,562)
                                                                                    ------------------     -----------------
           TOTAL STOCKHOLDERS' EQUITY                                                       8,694,391             8,890,826
                                                                                    ------------------     -----------------
           TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $         49,188,736   $        48,803,486
                                                                                    ==================     =================
</TABLE>

See accompanying notes to the consolidated financial statements.

                                       3
<PAGE>

                              SFSB HOLDING COMPANY
                        CONSOLIDATED STATEMENT OF INCOME

<TABLE>
<CAPTION>
                                                                                           Six Months Ended June 30,
                                                                                          2000                   1999
                                                                                    ------------------     -----------------

<S>                                                                              <C>                    <C>
INTEREST INCOME
      Loans receivable                                                            $           628,038    $          562,506
      Interest-bearing deposits in other banks                                                131,012               251,971
      Investment securities
           Taxable                                                                            385,860               235,561
           Exempt from federal income tax                                                      24,093                35,926
      Mortgage-backed securities                                                              425,982               382,511
                                                                                    ------------------     -----------------
           Total interest income                                                            1,594,985             1,468,475
                                                                                    ------------------     -----------------

INTEREST EXPENSE
      Deposits                                                                                811,607               749,352
                                                                                    ------------------     -----------------
NET INTEREST INCOME                                                                           783,378               719,123

      Provision for loan losses                                                                 6,500                 6,000
                                                                                    ------------------     -----------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                                           776,878               713,123
                                                                                    ------------------     -----------------
NONINTEREST INCOME
      Service fees on deposit accounts                                                         59,591                59,972
      Investment securities gains, net                                                              -                17,140
      Other                                                                                    16,259                13,076
                                                                                    ------------------     -----------------
           Total noninterest income                                                            75,850                90,188
                                                                                    ------------------     -----------------
NONINTEREST EXPENSE
      Compensation and employee benefits                                                      393,894               391,199
      Occupancy and equipment                                                                  99,635               117,163
      Data processing                                                                         110,810               114,310
      Professional services                                                                    47,757                55,409
      Other                                                                                   100,194               107,529
                                                                                    ------------------     -----------------
           Total noninterest expense                                                          752,290               785,610
                                                                                    ------------------     -----------------
NET INCOME                                                                                    100,438                17,701
                                                                                    ==================     =================
EARNINGS PER SHARE:
           Basic                                                                  $              0.18    $             0.03
           Diluted                                                                               0.18                  0.03
</TABLE>
                                       4
<PAGE>
                              SFSB HOLDING COMPANY
                        CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
                                                                                          Three Months Ended June 30,
                                                                                          2000                   1999
                                                                                    ------------------     -----------------
<S>                                                                              <C>                    <C>
INTEREST INCOME
      Loans receivable                                                            $           323,521    $          289,604
      Interest-bearing deposits in other banks                                                 65,460               101,913
      Investment securities
           Taxable                                                                            194,048               154,597
           Exempt from federal income tax                                                      12,361                17,263
      Mortgage-backed securities                                                              225,312               186,197
                                                                                    ------------------     -----------------
           Total interest income                                                              820,702               749,574
                                                                                    ------------------     -----------------
INTEREST EXPENSE
      Deposits                                                                                411,463               375,929
                                                                                    ------------------     -----------------
NET INTEREST INCOME                                                                           409,239               373,645

      Provision for loan losses                                                                 4,500                 3,000
                                                                                    ------------------     -----------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                                           404,739               370,645
                                                                                    ------------------     -----------------
NONINTEREST INCOME
      Service fees on deposit accounts                                                         30,090                26,830
      Other                                                                                     8,602                 7,445
                                                                                    ------------------     -----------------
           Total noninterest income                                                            38,692                34,275
                                                                                    ------------------     -----------------
NONINTEREST EXPENSE
      Compensation and employee benefits                                                      194,955               200,178
      Occupancy and equipment                                                                  48,745                56,306
      Data processing                                                                          63,787                60,984
      Professional services                                                                    22,561                23,391
      Other                                                                                    51,683                52,155
                                                                                    ------------------     -----------------
           Total noninterest expense                                                          381,731               393,014
                                                                                    ------------------     -----------------
NET INCOME                                                                                     61,700                11,906
                                                                                    ==================     =================
EARNINGS PER SHARE:
           Basic                                                                  $              0.11    $             0.02
           Diluted                                                                               0.11                  0.02

</TABLE>
See accompanying notes to the consolidated financial statements.

                                       5
<PAGE>

<TABLE>
<CAPTION>
                                                               SFSB HOLDING COMPANY
                                              CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                                              Accumulated
                                                                Other    Unallocated Unallocated
                                    Additional                  Compre-    Shares     Shares                 Total        Compre-
                         Common      Paid-in     Retained       hensive    Held by    Held by   Treasury  Stockholders'   hensive
                         Stock       Capital     Earnings       Income      ESOP        RSP       Stock      Equity       Income
                        -------    -----------  ----------     --------  ---------  ----------  ---------  ----------    ---------
<S>                    <C>        <C>          <C>           <C>        <C>        <C>         <C>        <C>
Balance,
  December 31, 1999     $72,600    $6,695,656   $3,180,278    $308,907   $(464,640) $(232,413)  $(669,562) $8,890,826

Net income                                         100,438                                                    100,438     $100,438
Other comprehensive
income:
  Unrealized loss
    on available for
    sale securities,
    net of tax
    benefit $37,663                                            (73,110)                                       (73,110)     (73,110)
                                                                                                                          --------
Comprehensive income                                                                                                      $ 27,328
                                                                                                                          ========
RSP shares released                                                                    20,012                  20,012
ESOP shares released                  (10,482)                              29,040                             18,558
Purchase treasury
  stock                                                                                          (170,456)   (170,456)
Cash dividends
  ($.15 per share)                                 (91,877)                                                   (91,877)
                        -------    ----------   ----------    --------   ---------  ---------   ---------  ----------
Balance, June 30, 2000  $72,600    $6,685,174   $3,188,839    $235,797   $(435,600) $(212,401)  $(840,018) $8,694,391
                        =======    ==========   ==========    ========   =========  =========   =========  ==========

</TABLE>

See accompanying notes to the consolidated financial statements.

                                       6
<PAGE>

                              SFSB HOLDING COMPANY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                          Six Months Ended June 30,
                                                                                          2000                   1999
                                                                                    ------------------     -----------------
<S>                                                                              <C>                    <C>
OPERATING ACTIVITIES
Net income                                                                        $           100,438    $           17,701
Adjustments to reconcile net income to
   net cash provided by (used for) operating
   activities:
      Provision for loan losses                                                                 6,500                 6,000
      Depreciation and amortization                                                            87,820               109,257
      Investment securities gains                                                                   -               (17,140)
      Increase (decrease) in accrued interest receivable                                        4,189              (125,385)
      Other, net                                                                               34,159               (52,575)
                                                                                    ------------------     -----------------
      Net cash provided by (used for) operating activities                                    233,106               (62,142)
                                                                                    ------------------     -----------------
INVESTING ACTIVITIES
Decrease in certificates of deposits                                                          563,366             1,268,917
Investment securities available for sale:
      Purchases                                                                               (43,761)             (804,847)
      Proceeds from sales                                                                           -                18,858
      Maturities and repayments                                                                21,663                     -
Investment securities held to maturity:
      Purchases                                                                                     -            (6,798,594)
      Maturities and repayments                                                               527,966               813,918
Mortgage-backed securities available for sale:
      Maturities and repayments                                                               319,944               257,216
Mortgage-backed securities held to
   maturity:
      Purchases                                                                            (2,007,695)           (2,500,100)
      Maturities and repayments                                                               730,443             1,934,637
Net increase in loans receivable                                                           (1,718,619)             (198,116)
Purchase Federal Home Loan Bank Stock                                                         (10,900)                    -
Purchase of premises and equipment                                                             (5,569)               (4,341)
                                                                                    ------------------     -----------------
      Net cash used for investing activities                                               (1,623,162)           (6,012,452)
                                                                                    ------------------     -----------------
FINANCING ACTIVITIES
Net increase in deposits                                                                      445,224             1,169,707
Net increase in advances by borrowers
   for taxes and insurance                                                                     33,696                19,044
Purchase of treasury stock                                                                   (170,456)             (367,167)
Cash dividends paid                                                                           (91,877)              (33,686)
                                                                                    ------------------     -----------------
      Net cash provided by
         financing activities                                                                 216,587               787,898
                                                                                    ------------------     -----------------
      Decrease in cash and cash  equivalents                                               (1,173,469)           (5,286,696)

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                                                                   5,065,675             9,094,253
                                                                                    ------------------     -----------------
CASH AND CASH EQUIVALENTS
             AT END OF PERIOD                                                     $         3,892,206    $        3,807,557
                                                                                    ==================     =================

SUPPLEMENTAL CASH FLOW DISCLOSURE Cash paid during the year for:
      Interest on deposits and
         borrowings                                                               $           806,562    $          749,352
      Income taxes                                                                             29,600                30,100
</TABLE>

See accompanying notes to the consolidated financial statements.

                                       7
<PAGE>

                              SFSB HOLDING COMPANY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 - BASIS OF PRESENTATION

      The  consolidated  financial  statements  of  SFSB  Holding  Company  (the
      "Company")  includes its wholly- owned subsidiary  Stanton Federal Savings
      Bank  (the  "Bank").   All  significant   intercompany   items  have  been
      eliminated.

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



                                       8
<PAGE>

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


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

         SFSB   Holding   Company  is  a  savings  and  loan   holding   company
headquartered  in  Pittsburgh,  Pennsylvania,  which  provides a broad  range of
deposits and loan products through its wholly owned subsidiary,  Stanton Federal
Savings Bank (collectively, the "Company").

CHANGES IN FINANCIAL CONDITION

At June 30, 1999, total assets remained  relatively constant at $49,189,000 from
$48,803,000  at December  31,  1999.  However,  the  components  of total assets
changed  due to  management's  continued  efforts  to  shift  its  cash and cash
equivalents  and  certificate of deposits into higher  yielding  earning assets.
Interest-bearing  deposits in other banks and  certificates of deposits in other
banks  decreased  $1,737,000  to $4,385,00 at June 30, 2000 from  $6,122,000  at
December 31, 1999.

Total investment and mortgage-backed  securities portfolios held to maturity and
available  for sale  increased  $343,000  to  $25,346,000  at June 30, 2000 from
$25,003,000  at December 31, 1999.  The Company  purchased  mortgage-backed  and
equity  securities  resulting  in a net  increase of  $1,351,000  or 9.3%.  This
increase  was  offset  by a decline  in the U.S.  Government  Agency  securities
portfolio of $1,012,000 or 10.9%.

Net  loans  receivable  at June  30,  2000  increased  $1,712,000  or  11.0%  to
$17,229,000  from  $15,517,000 at December 31, 1999.  Real estate  mortgages and
home equity  loans  increased  $1,240,000  and  $519,000,  respectively,  offset
slightly by a decrease in consumer  loans of $47,000.  Management  continues  to
pursue quality loan growth within the 1-4 family loan market.

Stockholder's  equity  decreased  $196,000 to  $8,694,000  at June 30, 2000 from
$8,891,000 at December 31, 1999.  Increases in  stockholder's  equity due to net
income and the  amortization of ESOP and RSP shares were offset by a decrease in
accumulated other comprehensive income of $73,000, cash dividends of $92,000 and
purchases of treasury stock totaling $170,000.

RESULTS OF OPERATIONS

Net income increased  $82,000 to $100,000 for the six months ended June 30, 2000
from net income of $18,000 for the same period ended 1999. This increase was due
to an increase in net interest  income of $64,000 and a decrease in  noninterest
expense of $33,000, offset by an decrease in noninterest income of $15,000.


                                       9
<PAGE>

Net income for the three months ended June 30, 2000 increased $50,000 to $62,000
from net  income of  $12,000  for the same  period  ended  June 30,  1999.  This
increase  was  due to an  increases  in  net  interest  income  of  $35,000  and
noninterest income of $5,000 and a decrease in noninterest expense of $11,000.

Interest  income for the six month and three month  periods  ended June 30, 2000
increased  to  $1,595,000  and  $821,000,   respectively,  from  $1,468,000  and
$750,000, respectively, for the same periods in 1999. The increase was primarily
due to managements  continued  efforts to invest in higher yielding assets.  For
the current six months and three month ended,  total  average  interest  earning
assets increased approximately $3,296,000 and $2,168,000,  respectively. Average
tax equivalent yield on interest earning assets increased to 6.86% and 6.70% for
the three and six month periods ended June 30, 2000 from 6.74% and 6.59% for the
same periods in 1999.

Interest  expense on deposits  increased  $63,000 or 8.41% from $749,000 for the
six months ended June 30, 1999 to $812,000  for the same period ended 2000.  The
average cost of funds for interest bearing liabilities increased 24 basis points
from 4.18% for the six months ended June 30, 1999 compared to 4.42% for the same
period  ended 2000.  Interest  expense for the three  months ended June 30, 2000
increased  $35,000 to $411,000  from $376,000 for the same period ended in 1999.
The average cost of funds on interest bearing  liabilities for the current three
month  period  ended  increased  24 basis  points to 4.42%.  Increased  interest
expense for the current three month and six month periods were  attributable  to
higher  rates  paid on  certificates  of  deposit.  Regional  interest  rates on
certificate  of deposits have  gradually  increased  throughout  the past twelve
months,  the Company has reacted  simultaneously in order to remain  competitive
within its markets.

Based upon management's  continuing  evaluation of the adequacy of the allowance
for loan losses  which  encompasses  the  overall  risk  characteristics  of the
various portfolio segments,  past experience with losses, the impact of economic
conditions  on borrowers,  and other  relevant  factors,  the provision for loan
losses remained  relatively  unchanged for the current six month and three month
periods ended June 30, 2000 as compared to the same periods in 1999.  Management
believes the  allowance  for loan losses is at a level that is  considered to be
adequate to provide for  estimated  losses;  however,  there can be no assurance
that further  additions  will not be made to the  allowance and that such losses
will not exceed the estimated amount. See "Risk Elements."

Noninterest  income  decreased  $14,000 or 15.6% from $90,000 for the six months
ended June 30, 1999 to $76,000 for the same period ended 2000.  This decrease is
attributable to a $17,000 decrease in investment  security gains. Gains relating
to the sale of FHLMC stock  totaled  $17,000 for the six months  ending June 30,
1999 with no gains being recognized for the same period ending 2000.

Noninterest  income  increased $5,000 or 14.7% from $34,000 for the three months
ended  June  30,  1999 to  $39,000  for the  same  period  ended  2000 due to an
increased service charges on deposit accounts and fee income on ATM transactions
due to increased transaction activity.

For the current six month and three month periods, noninterest expense decreased
$34,000 and $11,000,  respectively, as compared to the same periods in 1999. The
Company  continued to benefit from the significant  cost savings obtained in the
prior quarter on annual equipment maintenance contracts.


                                       10
<PAGE>

No income tax expense was  recognized  for the three and six month periods ended
June 30, 2000 and 1999 . The Company  continued to utilize unused operating loss
carryforwards that are available to be applied against future taxable income.


LIQUIDITY AND CAPITAL RESOURCES

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

Management  monitors both the Company's and the Bank's total risk-based,  Tier I
risk-based and Tier I leverage capital ratios in order to assess compliance with
regulatory guidelines.  At June 30, 2000, both the Company and the Bank exceeded
the minimum risk-based and leverage capital ratios  requirements.  The Company's
and Bank's total  risk-based,  Tier I risk-based and Tier I leverage  ratios are
45.2%, 43.1%, 17.2% and 36.9%, 34.8%, 13.9%, respectively at June 30, 2000.

RISK ELEMENT

The table below presents information  concerning  nonperforming assets including
nonaccrual loans, renegotiated loans, loans 90 days or more 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.

                                                          June 30,  December 31,
                                                          2000          1999
                                                        ---------    ---------
                                                        (Dollars in thousands)

Loans on nonaccrual basis                              $       75    $     117
Loans past due 90 days or more and still accruing             102           32
                                                            -----        -----
Total nonperforming loans                                     177          149
                                                            -----        -----
Nonperforming loans as a percent of total loans              1.03%        0.95%
                                                            =====        =====
Nonperforming assets as a percent of total assets             .36%        0.31%
                                                            =====        =====
Allowance for loan losses to nonperforming loans            81.75%       92.75%
                                                            =====        =====

                                       11
<PAGE>

At June 30, 2000 and December 31, 1999, no real estate or other assets were held
as foreclosed or repossessed property.

Management  monitors  impaired loans on a continual  basis. As of June 30, 2000,
impaired  loans had no material  effect on the Company's  financial  position or
results of operations.

During the six month  period  ended June 30, 2000,  loans  increased  $1,712,000
while  nonperforming  loans increased  $28,000 or 18.8%.  The allowance for loan
losses  increased $6,500 during this same period and the percentage of allowance
for loan  losses  to loans  outstanding  decreased  slightly  from .90% to .84%.
Nonperforming  loans are  primarily  made up of one to four  family  residential
mortgages.  The  collateral  requirements  on  such  loans  reduce  the  risk of
potential losses to an acceptable level in management's opinion.

Management  believes the level of the allowance for loan losses at June 30, 2000
is sufficient; however, there can be no assurance that the current allowance for
loan losses will be adequate to absorb all future loan losses.  The relationship
between the allowance for loan losses and outstanding loans is a function of the
credit  quality and known risk  attributed to the loan  portfolio.  The on-going
loan  review  program  and  credit  approval  process is used to  determine  the
adequacy of the allowance for loan losses.

                                       12
<PAGE>
                            SFSB HOLDING COMPANY
                         PART II - OTHER INFORMATION


   ITEM  1.  Legal Proceedings

             None

   ITEM  2.  Changes in Securities

             None

   ITEM  3.  Defaults upon Senior Securities

             None

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

             None

   ITEM  5.  Other Information

         The following  represents the results of matters submitted to a vote of
         the sharesholders at the annual meeting held on April 25, 2000:

         Election of a Director for term to expire in 2004:
         Joseph E. Gallegher  was elected  by the following vote:

         For:                  469,836
         Votes Withheld:        76,200


         S.R. Snodgrass A.C.was selected as the Company's  independent  auditors
         for the fiscal year 2000 by the following vote:

         For:                  539,506
         Against:                4,500
         Votes Abstaining:       2,030

         ITEM  6.  Exhibits and Reports on Form 8-K

     (a)  The  following  exhibits are  included in this Report or  incorporated
          herein by reference:
          3(i)   Articles of Incorporation of SFSB Holding Company*
          3(ii)  Bylaws of SFSB Holding Company*
          10.1   Directors Consultant and Retirement Plan.*
          10.2   Supplemental Executive Retirement Plan for Barbara J. Mallen.*
          10.3   Employment Agreement with Barbara J. Mallen*
          10.4   SFSB Holding Company 1998 Stock Option Plan**
          10.5   Stanton Federal Savings Bank Restricted Stock Plan**
          27     Financial Data Schedule (electronic filing only)
          99     Review of Report by Independent Certified Public Accountants

---------------------
*    Incorporated  by  reference  to an  identically  numbered  exhibit  to  the
     registration statement on Form SB-2 (File No. 333-40955) declared effective
     by the SEC on January 14, 1998.
**   Incorporated by reference to the Proxy Statement for the Special Meeting on
     October 20, 1998 and filed with SEC on September 14, 1998.

     (b)  No  reports  on Form 8-K were  filed  during  the last  quarter of the
          period covered by this report.

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<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.



                           SFSB Holding Company



Date:  August 11, 2000     By:  /s/Barbara J. Mallen
                                ------------------------------------------------
                                Barbara J. Mallen
                                President and Chief Executive Officer/Director



Date:  August 11, 2000     By:  /s/Joseph E. Gallegher
                                ------------------------------------------------
                                Joseph E. Gallegher
                                Senior Vice President/Director




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