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, 1999

       -----
                   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, 1999: 689,705


<PAGE>


                              SFSB HOLDING COMPANY

                                      INDEX
<TABLE>
<CAPTION>
                                                                                                                  Page
                                                                                                                  Number
                                                                                                              ------------------
<S>                                                                                                               <C>
PART I  -  FINANCIAL INFORMATION

       Item 1.       Financial Statements

                         Consolidated Balance Sheet (Unaudited) as of                                                 3
                             June 30, 1999 and December 31, 1998

                         Consolidated Statement of Income (Unaudited)
                             for the Six Months ended June 30, 1999 and 1998                                          4

                         Consolidated Statement of Income (Unaudited)
                             for the Three Months ended June 30, 1999 and 1998                                        5

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

                         Consolidated Statement of Cash Flows (Unaudited)
                             for the Six Months ended June 30, 1999 and 1998                                          7

                         Notes to Unaudited Consolidated Financial Statements                                         8

       Item 2.           Management's Discussion and Analysis of
                             Financial Condition and Results of Operations                                         9 - 14

PART II  -  OTHER INFORMATION

       Item 1.       Legal Proceedings                                                                               15

       Item 2.       Changes in Securities                                                                           15

       Item 3.       Default Upon Senior Securities                                                                  15

       Item 4.       Submissions of Matters to a Vote of Security Holders                                            15

       Item 5.       Other Information                                                                               16

       Item 6.       Exhibits and Reports on Form 8 - K                                                              16

SIGNATURES                                                                                                           17

</TABLE>

<PAGE>
                              SFSB HOLDING COMPANY
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                        June 30,     December 31,
                                                                                          1999           1998
                                                                                  ----------------  --------------
<S>                                                                                <C>                     <C>
ASSETS
Cash and due from banks                                                             $    536,213    $    488,759
Interest-bearing overnight deposits with other banks                                   3,271,344       8,605,494
                                                                                     ------------     -----------

       Cash and cash equivalents                                                       3,807,557       9,094,253

Certificates of deposits with other banks                                              2,182,758       3,451,675
Investment securities available for sale                                               2,743,945       2,073,921
Investment securities held to maturity  (market
       value of $10,151,844 and $4,473,370)                                           10,373,742       4,387,648
Mortgage-backed securities available for sale                                          1,978,952       2,235,852
Mortgage-backed securities held to maturity (market
       value of $10,902,808 and $10,617,900)                                          11,029,239      10,470,280
Loans receivable (net of allowance for loan losses of
       $134,193 and $128,193)                                                         14,068,554      13,876,438
Accrued interest receivable                                                              433,204         307,819
Premises and equipment                                                                 1,494,403       1,552,612
Federal Home Loan Bank stock                                                             218,100         218,100
Other assets                                                                              34,881          54,288
                                                                                     ------------     -----------

       TOTAL ASSETS                                                                 $ 48,365,335    $ 47,722,886
                                                                                     ============     ===========


LIABILITIES
Deposits                                                                            $ 38,523,877    $ 37,354,170
Advances by borrowers for taxes and insurance                                            125,695         106,651
Accrued interest payable and other liabilities                                           416,284         540,947
                                                                                     ------------     -----------
       TOTAL LIABILITIES                                                              39,065,856      38,001,768
                                                                                     ------------     -----------

Commitments and contingencies

STOCKHOLDER'S EQUITY
Perferred stock no par value, 1,000,000 shares authorized, none                                -               -
       issued and outstanding
Common stock, $.10 par value, 4,000,000 shares authorized; 726,005
       shares issued                                                                      72,600          72,600
Additional paid in capital                                                             6,698,742       6,701,193
Retained earnings-substantially restricted                                             3,107,142       3,123,127
Accumulated other comprehensive income                                                   523,638         608,832
Unallocated shares held by Employee Stock
       Ownership Plan (ESOP)                                                            (493,680)       (522,720)
Unallocated shares held by Restricted Stock Plan (RSP)                                  (241,796)       (261,914)
Treasury stock ( 36,300 shares at cost)                                                 (367,167)              -
                                                                                     ------------     -----------
       TOTAL STOCKHOLDERS' EQUITY                                                      9,299,479       9,721,118
                                                                                     ------------     -----------
       TOTAL LIABILITIES AND
            STOCKHOLDERS' EQUITY                                                    $ 48,365,335    $ 47,722,886
                                                                                     ============     ===========
</TABLE>

See accompanying notes to the consolidated financial statements.

                                        3
<PAGE>

                              SFSB HOLDING COMPANY
                  CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>


                                                                                       Six Months Ended June 30,
                                                                                          1999            1998
                                                                                      -----------     -----------
<S>                                                                                <C>             <C>
INTEREST AND DIVIDEND INCOME
Loans receivable                                                                    $    562,506    $    526,097
Interest-bearing deposits with other banks                                               251,971         333,876
Investment securities
       Taxable                                                                           235,561         149,576
       Exempt from federal income tax                                                     35,926          41,088
Mortgage-backed securities                                                               382,511         375,447
                                                                                      -----------     -----------
       Total interest and dividend
          income                                                                       1,468,475       1,426,084
                                                                                      -----------     -----------

INTEREST EXPENSE
Deposits                                                                                 749,352         762,518
                                                                                      -----------     -----------
       Total interest expense                                                            749,352         762,518
                                                                                      -----------     -----------

NET INTEREST INCOME                                                                      719,123         663,566

Provision for loan losses                                                                  6,000          10,748
                                                                                      -----------     -----------

NET INTEREST INCOME AFTER
   PROVISION FOR LOAN LOSSES                                                             713,123         652,818
                                                                                      -----------     -----------

NONINTEREST INCOME
Service fees                                                                              59,972          48,811
Investment securities gains, net                                                          17,140               -
Other income                                                                              13,076           7,388
                                                                                      -----------     -----------
       Total noninterest income                                                           90,188          56,199
                                                                                      -----------     -----------

NONINTEREST EXPENSE
Compensation and employee benefits                                                       391,199         325,839
Occupancy and equipment                                                                  117,163         113,126
Data processing                                                                          114,310          98,301
Professional fees                                                                         55,409          48,190
Other operating expenses                                                                 107,529          94,682
                                                                                      -----------     -----------
       Total noninterest expense                                                         785,610         680,138
                                                                                      -----------     -----------

NET INCOME                                                                          $     17,701    $     28,879
                                                                                      ===========     ===========


Earnings per share:
Basic                                                                               $       0.03    $       0.04
Fully diluted                                                                               0.03      N/A
</TABLE>

See accompanying notes to the consolidated financial statements.

                                        4

<PAGE>

                              SFSB HOLDING COMPANY
                  CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>


                                                                                       Three Months Ended June 30,
                                                                                          1999              1998
                                                                                      -------------     ------------
<S>                                                                                <C>               <C>
INTEREST AND DIVIDEND INCOME
Loans receivable                                                                    $      289,604    $     274,417
Interest-bearing deposits with other banks                                                 101,913          177,547
Investment securities
       Taxable                                                                             154,597           81,190
       Exempt from federal income tax                                                       17,263           21,256
Mortgage-backed securities                                                                 186,197          195,167
                                                                                      -------------     ------------
       Total interest and dividend
          income                                                                           749,574          749,577
                                                                                      -------------     ------------

INTEREST EXPENSE
Deposits                                                                                   375,929          382,987
                                                                                      -------------     ------------
       Total interest expense                                                              375,929          382,987
                                                                                      -------------     ------------

NET INTEREST INCOME                                                                        373,645          366,590

Provision for loan losses                                                                    3,000            4,000
                                                                                      -------------     ------------

NET INTEREST INCOME AFTER
   PROVISION FOR LOAN LOSSES                                                               370,645          362,590
                                                                                      -------------     ------------

NONINTEREST INCOME
Service fees                                                                                26,830           25,337
Other income                                                                                 7,445            3,197
                                                                                      -------------     ------------
       Total noninterest income                                                             34,275           28,534
                                                                                      -------------     ------------

NONINTEREST EXPENSE
Compensation and employee benefits                                                         200,178          170,623
Occupancy and equipment                                                                     56,306           56,715
Data processing                                                                             60,984           53,798
Professional fees                                                                           23,391           35,915
Other operating expenses                                                                    52,155           34,276
                                                                                      -------------     ------------
       Total noninterest expense                                                           393,014          351,327
                                                                                      -------------     ------------

NET INCOME                                                                          $       11,906    $      39,797
                                                                                      =============     ============

Earnings per share:
Basic                                                                               $         0.02    $        0.06
Fully diluted                                                                                 0.02
   N/A
</TABLE>

See accompanying notes to the consolidated financial statements.

                                        5


<PAGE>

                              SFSB HOLDING COMPANY
      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)

<TABLE>
<CAPTION>
                                                         Accumulated
                                                            Other       Unallocated   Unallocated
                                 Additional                 Compre-       Shares         Shares                Total       Compre-
                         Common    Paid-in     Retained      ensive      Held by       Held by    Treasury Stockholders'   hensive
                         Stock     Capital     Earnings      ncome        ESOP           RSP       Stock       Equity        Loss
                        -------- ---------   ---------     -------    -----------    --------    --------   ---------    ---------

Balance,
<S>                     <C>      <C>         <C>           <C>        <C>            <C>         <C>        <C>         <C>
  December 31, 1998      $ 72,600 $6,701,193  $3,123,127   $608,832    $   (522,720)  $(261,914)  $       -  $9,721,118

Net income                                       17,701                                                         17,701   $ 17,701
Other comprehensive
income:
  Unrealized loss on
    available for
    sale securities                                         (85,194)                                           (85,194)   (85,194)
                                                                                                                          -------
Comprehensive income                                                                                                     $(67,493)
                                                                                                                          =======
RSP shares released                                                                     20,118                  20,118
ESOP shares released                 (2,451)                                29,040                              26,589
Purchase treasury stock                                                                           (367,167)   (367,167)
Cash dividends
  ($.05 per share)                              (33,686)                                                       (33,686)
                         -------  ---------   ---------     -------    -----------    --------    --------   ---------

Balance,
  June 30, 1999         $ 72,600 $6,698,742  $3,107,142    $523,638   $   (493,680)  $(241,796)  $(367,167) $9,299,479
                         =======  =========   =========     =======    ===========    ========    ========   =========


                                                                           1999
                                                                        ----------

Components of
    comprehensive
    loss:  Change in
    net unrealized
    loss on investment
    securities
    available for sale                                                $    (73,882)
Realized gains included
    in net income,
    net of tax                                                             (11,312)
                                                                       -----------

Total                                                                 $    (85,194)
                                                                        ===========

</TABLE>

See accompanying notes to the consolidated financial statements.

                                        6
<PAGE>

                              SFSB HOLDING COMPANY
                CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                            Six Months Ended June 30,
                                                                                             1999                   1998
                                                                                      -------------------     ------------------
<S>                                                                                 <C>                     <C>
OPERATING ACTIVITIES
Net income                                                                          $             17,701    $            28,879
Adjustments to reconcile net income to
   net cash provided by (used for) operating
   activities:
       Provision for loan losses                                                                   6,000                 10,748
       Depreciation and amortization                                                             109,257                104,239
       Investment securities gains                                                               (17,140)                     -
       Increase in accrued interest receivable                                                  (125,385)               (48,158)
       Other, net                                                                                (52,575)               146,212
                                                                                      -------------------     ------------------

       Net cash provided by (used for) operating activities                                      (62,142)               241,920
                                                                                      -------------------     ------------------

INVESTING ACTIVITIES
Decrease (increase) in certificates of deposits                                                1,268,917               (592,309)
Investment securities available for sale:
       Purchases                                                                                (804,847)               (16,177)
       Proceeds from sales                                                                        18,858                      -
       Maturities and repayments                                                                       -                  1,582
Investment securities held to maturity:
       Purchases                                                                              (6,798,594)            (1,575,000)
       Maturities and repayments                                                                 813,918                520,256
Mortgage-backed securities available for sale:
       Purchases                                                                                       -             (1,843,594)
       Maturities and repayments                                                                 257,216                296,990
Mortgage-backed securities held to maturity:
       Purchases                                                                              (2,500,100)            (1,367,541)
       Maturities and repayments                                                               1,934,637              1,326,603
Net increase in loans receivable                                                                (198,116)            (1,256,501)
Purchase Federal Home Loan Bank Stock                                                                  -                (46,400)
Purchase of premises and equipment                                                                (4,341)                (1,687)
                                                                                      -------------------     ------------------

       Net cash used for investing activities                                                 (6,012,452)            (4,553,778)
                                                                                      -------------------     ------------------

FINANCING ACTIVITIES
Net increase in deposits                                                                       1,169,707              1,095,149
Proceeds from the sale of common stock                                                                 -              6,254,126
Net increase in advances by borrowers
   for taxes and insurance                                                                        19,044                 12,285
Purchase of treasury stock                                                                      (367,167)                     -
Cash dividends paid                                                                              (33,686)                     -
                                                                                      -------------------     ------------------
       Net cash provided by
          financing activities                                                                   787,898              7,361,560
                                                                                      -------------------     ------------------

       Increase (decrease) in cash and cash  equivalents                                      (5,286,696)             3,049,702

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                                                                      9,094,253              5,046,902
                                                                                      -------------------     ------------------

CASH AND CASH EQUIVALENTS
             AT END OF PERIOD                                                       $          3,807,557    $         8,096,604
                                                                                      ===================     ==================

SUPPLEMENTAL CASH FLOW DISCLOSURE Cash paid during the year for:
       Interest on deposits and
          borrowings                                                                $            749,352    $           772,928
       Income taxes                                                                               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 year ended  December  31, 1999 or any other  interim
       period.


NOTE 2 - EARNINGS PER SHARE

       The  following  table sets  forth the  computation  of basic and  diluted
       earnings per share for 1999.  There were no convertible  securities which
       would effect the numerator in calculating  basic and diluted earnings per
       share; therefore,  net income as presented on the Consolidated Statements
       of Income will be used as the numerator. The following table sets forth a
       reconciliation  of the denominator of the basic and diluted  earnings per
       share computation.

                                                   Six Months     Three Months
                                                     Ended            Ended
                                                    June 30,        June 30,
                                                      1999            1999
                                                  ------------    ------------
       Denominator:
            Denominator for basic earnings per
               share - weighted-average shares        664,585         654,471
            Employee stock options                      6,130           5,904
                                                  ------------    ------------

            Denominator for Diluted earnings per
                share - adjusted weighted-average
                assumed conversions                   670,715         660,375
                                                  ============    ============

       For the six months ended June 30, 1998,  earnings per share  computations
       based upon the weighted number of shares outstanding for the period since
       inception,  February 26, 1998, totaled 669,619 and the weighted number of
       shares  outstanding  for the three  months  ended June 30,  1998  totaled
       670,588 shares. Net income used in the earnings per share calculation was
       $28,879 and $39,797,  respectively.  There were no dilutive common shares
       of stock outstanding in 1998.

                                        8


<PAGE>

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


COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 1999 AND DECEMBER 31, 1998

Total assets at June 30, 1999  increased  $642,000 or 1.35% from  $47,723,000 at
December  31,  1998 to  $48,365,000  at June  30,  1999  funded  primarily  by a
$1,170,000  or 3.13%  increase in  deposits  less  $367,000  in  treasury  stock
purchases.

Interest-bearing  overnight  deposits and  certificates  of deposits  with other
banks  decreased  $6,603,000 or 54.76% from  $12,057,000 at December 31, 1998 to
$5,454,000 at June 30, 1999.  Management  continues to utilize excess  overnight
deposits,  from the public offering in 1998, and increase its holdings in higher
yielding investment securities.

Total  investment  and  mortgage-backed  securities  held to maturity  increased
$6,545,000 or 44.05% from  $14,858,000  at December 31, 1998 to  $21,403,000  at
June 30,  1999.  This  increase  most  notably  reflects  the  expansion of U.S.
Government  Agency  securities  with maturities and yields ranging from 10 to 15
years and 6.00% to 7.10%,  respectively.  Total U.S. Government Agency,  equity,
and mortgage-backed  securities increased  $6,285,000,  $670,000,  and $302,000,
respectively with a corresponding decline in the municipal security portfolio of
$299,000.  During  1998,  management  focused on  supplementing  loan  demand by
primarily increasing its holdings in mortgage-backed securities; however, during
the first two quarters of 1999, the emphasis has been directed toward increasing
the U.S.  Government  Agency  securities  portfolio  to  increase  the  yield on
interest earning assets.

At June 30,  1999,  the  Company's  investment  securities  and  mortgage-backed
available for sale  portfolios  totaled $4.7 million,  or 9.8%, of the Company's
total consolidated assets.  Pursuant to generally accepted accounting standards,
such securities are recorded at current market value and net unrealized gains or
losses on such  securities are excluded from earnings and reported net of income
taxes as part of  comprehensive  income,  a separate  component of stockholders'
equity,  until  realized.  At June 30, 1999,  due to increases in market  rates,
unrealized  gains  for such  securities  decreased  approximately  $85,000  from
December  31,  1998.   Because  of  interest  rate  volatility,   the  Company's
accumulated  comprehensive  income and  stockholders'  equity  could  materially
fluctuate for each interim period and year-end period.

Net loans receivable increased slightly from $13,876,000 at December 31, 1998 to
$14,069,000 at June 30, 1999.  Home equity loans  increased  $603,000 while real
estate  mortgages  decreased  $511,000.  As  noted  previously,  management  has
supplemented  the loan demand with other  investment  opportunities  until their
current market environment strengthens.

Deposits  increased  $1,170,000  or 3.13% to  $38,524,000  at June 30, 1999 from
$37,354,000  at December 31, 1998 due  primarily to an increase in the volume of
savings  deposits and transaction  accounts of $919,000 or 9.44% and $513,000 or
9.56%,  respectively offset by a decrease in certificates of deposit of $262,000
or  1.18%.  The net  increase  in  deposits  was  used to  fund  the  investment
portfolio.

                                       9
<PAGE>



Stockholder's  equity  decreased  $422,000 to  $9,299,000  at June 30, 1999 from
$9,721,000  at December  31, 1998 as a result of the company  purchasing  36,300
shares  of  treasury  stock  totaling  $367,000  and a  cash  dividend  paid  to
shareholders  of $34,000.  Additionally  there was also a decline in  unrealized
gains on  investment  securities  of  $85,000  that was offset  somewhat  by the
amortization of ESOP and RSP shares of $49,000.

COMPARISON OF THE RESULTS OF  OPERATIONS  FOR THE SIX MONTHS ENDED JUNE 30, 1999
AND 1998

Our net income  decreased  $11,000 to $18,000 for the six months  ended June 30,
1999 from net income of $29,000 for the same period  ended June 30,  1998.  This
decrease  was due to an increase in  noninterest  expense of $105,000  partially
offset by an increase in net interest income after provision for loan losses and
noninterest income of $60,000 and 34,000, respectively.

Net interest income increased  $55,000 to $719,000 for the six months ended June
30, 1999  compared to $664,000  for the same period  ended June 30,  1998.  This
increase in net interest  income was due to an increase in total interest income
of $42,000 coupled with a decrease in total interest expense of $14,000.

The  increase in total  interest  income was  comprised of increases in interest
income on  investment  securities  and loans  receivable of $80,000 and $37,000,
respectively  which were  partially  offset by a decrease in interest  income on
other interest earning assets of $82,000. The average principal balance of total
interest earning assets increased  $2,168,000 or 5.08% comprised of increases in
the average  principal  balances of U.S.  Government  Agency  securities,  loans
receivable,  and  mortgage-backed   securities  of  $2,338,000,   $642,000,  and
$210,000,  respectively  which were offset by a decrease of  $1,022,000 in other
interest earning assets. As previously discussed,  the change in the composition
of interest earning assets represents  management's efforts to increase the U.S.
Government  Agency  securities  portfolio  with  funds  previously  invested  in
overnight night deposits with other banks and deposit growth.

Interest expense on deposits decreased $14,000 or 1.8% from $763,000 for the six
months  ended June 30, 1998 to $749,000 for the same period ended June 30, 1999.
The cost of funds on interest-bearing liabilities decreased 22 basis points from
4.41% for 1998 to 4.19% for 1999. The average yield on  certificates  of deposit
decreased  46 basis  points from 5.49% for the six months ended June 30, 1998 to
5.03% for the six  months  ended  June 30,  1999.  The  certificates  of deposit
average  balance for the six months  ending June 30, 1999 and 1998  averaged $22
million and $21 million respectively.

Noninterest income, which is comprised principally of service charges on deposit
accounts and investment securities gains, increased $34,000 or 60.48% to $90,000
for 1999 compared to $56,000 for 1998. This increase was comprised  primarily of
$17,000  in  investment  securities  gains  from the sale of FHLMC  stock  and a
$11,000  increase in service  charges on deposit  accounts due to the  increased
number of deposit accounts and volume of transactions.

                                       10
<PAGE>



Noninterest  expense increased $105,000 or 15.51% to $785,000 for the six months
ended June 30, 1999 from  $680,000 for the same period ended 1998.  The increase
was  primarily  due to increases in  compensation  and  benefits  expense,  data
processing  expense and professional  fees.  Compensation and benefits increased
$66,000 or 20.06% to $392,000 for 1999 from $326,000 for 1998 as a result of the
costs associated with the supplementary  retirement plan, restricted stock plan,
and ESOP employee benefit plans. Data processing  expenses  increased $16,000 or
16.29% to $114,000  for 1999 from $98,000 for 1998 due to the increase in volume
of processing and number of accounts.  Professional fees increased $7,000 due to
costs associated with the implementation of employee benefit plans and the stock
buy back program.

COMPARISON OF THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1999
AND 1998

Net income for the three months ended June 30, 1999 decreased $28,000 to $12,000
from net  income of  $40,000  for the same  period  ended  June 30,  1998.  This
decrease  stemmed from an increase in noninterest  expense of $42,000  partially
offset by increases in net interest  income after  provision for loan losses and
noninterest income of $8,000 and $6,000 respectively.

Net interest income  increased from $367,000 for the three months ended June 30,
1998 to $374,000  for the same  period  ended 1999.  The  average  balances  for
interest-earnings assets rose $638,000 during this period with a noted change in
interest-earning  asset composition as U.S. Government Agency security purchases
increased the average balance of investment securities by $4.7 million offset by
a decrease in other interest earning assets of $3.7 million.

Interest  expense for the three months ended June 30, 1999  decreased  $7,000 to
$376,000  from  $383,000  for the same period ended 1999.  The average  interest
bearing  liabilities  balance for the three months ended June 30, 1999  remained
relatively  unchanged  compared to the same period ended 1998. The average yield
on interest  bearing  liabilities  also  remained  relatively  unchanged  as the
overall  yield  decreased  by 5 basis  points  noting a decrease in the yield on
certificates  of deposit offset by an increase in the yield on interest  bearing
demand deposits.

Noninterest  income increased $5,000 or 20.12% from $29,000 for the three months
ended  June  30,  1998 to  $34,000  for the  same  period  ended  1999 due to an
increased   service   charges  on  deposit   accounts  and  fee  income  on  ATM
transactions.

Noninterest  expense  increased  $42,000 or 11.87% from  $351,000  for the three
months  ended June 30, 1998 to $393,000 for the same period ended June 30, 1999.
As previously noted, the increase was primarily due to increases in compensation
and benefits and data processing  expense.  Compensation and benefits  increased
$30,000 or 17.32%  from  $171,000  for the three  months  ended June 30, 1998 to
$200,000 for the same period ended 1999 due to increased  costs  associated with
the  supplementary  retirement  plan, restricted  stock plan, and ESOP  employee
benefit plans. Data processing  expenses  increased $7,000, or 13.36% to $61,000
for 1999 from $54,000 for 1998 due to the increase in volume of  processing  and
number of accounts.  Professional fees decreased by $13,000 or 34.87% to $23,000
due to initially  complying with  regulatory  compliance of a publicly  reported
company . Other operating expense  increased $17,000 or 52.16% to $52,000.  This
increase reflects nominal increases in numerous operating expense accounts.

                                       11
<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

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

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

Management  monitors both the Company's and the Savings 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, 1999, both the Company and
the Savings Bank exceeded the minimum  risk-based  and leverage  capital  ratios
requirements.  The  Company's  and  Savings  Bank's  total  risk-based,  Tier  I
risk-based  and Tier I leverage  ratios are 51.02%,  50.25%,  18.00% and 38.38%,
37.61%, 13.71%, respectively at June 30, 1999.

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,
                                                           1999        1998
                                                        ---------   -----------
                                                       (Dollars in thousands)

Loans on nonaccrual basis                              $      120 $       77
Loans past due 90 days or more and still accruing              19         38
                                                          -------    -------
Total nonperforming loans                                     139        115
                                                          -------    -------
Nonperforming loans as a percent of total loans              0.98%      0.82%
                                                          =======    =======
Nonperforming assets as a percent of total assets             .29%      0.24%
                                                          =======    =======
Allowance for loan losses to nonperforming loans            96.54%    111.30%
                                                          =======    =======

                                       12
<PAGE>

At June 30, 1999 and December 31, 1998, 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, 1999,
impaired  loans had no material  effect on the Company's  financial  position or
results of operations.

During the six month period ended June 30, 1999, loans increased  $198,000 while
nonperforming  loans remained  stable.  The allowance for loan losses  increased
$6,000  during this same period and the  percentage of allowance for loan losses
to loans  outstanding rose slightly from .91% to .94%.  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, 1999
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.

YEAR 2000

Rapid and accurate data processing is essential to the Bank's  operations.  Many
computer  programs can only distinguish the final two digits of the year entered
(a common programming  practice in prior years) are expected to read entries for
the year 2000 as the year 1900 or as zero and  incorrectly  attempt  to  compute
payment, interest, delinquency and other data. The Bank has been evaluating both
information technology (computer systems) and non-information technology systems
(e.q. vault timers, electronic door lock and elevator controls). Based upon such
evaluations, management has determined that the Bank has year 2000 risk in three
areas: (1) Bank's own computer and software, (2) computers of others used by the
Bank's  borrowers,  and (3)  computers  of  others  who  provide  the Bank  with
processing of certain services.

Bank's own  computers and  software.  The Bank has completed  testing of its own
computers and software and found no material problems.  Any problems  identified
have been  addressed  either through  modifications  or upgrades to the computer
system and/or software.  This is expected to have eliminated the year 2000 risk.
The Bank does not expect to have any  material  costs to address this risk after
June 30, 1999. The Bank considers  itself,  though there is no assurance,  to be
year 2000 compliant in this risk area.

Computers of others used by our borrowers.  The Bank has evaluated most of their
borrowers  and does not believe the year 2000  problem  should,  on an aggregate
basis, impact their ability to make payments to the Bank. The Bank believes that
most of their  residential  borrowers are not dependent on their home  computers
for income and that none of their commercial  borrowers are so large that a year
2000 problem  would render them unable to collect  revenue or rent and, in turn,
continue  to make loan  payments  to the  Bank.  The Bank  does not  expect  any
material  costs to  address  this  risk  area and  believes  they are year  2000
compliant in this risk area.

                                       13
<PAGE>



Computers of others who provide us with  processing  of certain  services.  This
risk is  primarily  focused on one third  party  service  bureau  that  provides
virtually all of the Bank's data processing. The service bureau has communicated
that it is substantially  year 2000 compliant and subsequent  results of testing
by the Bank have been positive.

Contingency  Plan.  The Bank will continue  monitoring  their service  bureau to
evaluate whether its data processing system will fail and is being provided with
periodic updates on the status of testing and upgrades being made by the service
bureau.  If the Bank service  bureau  fails,  the Bank will attempt to locate an
alternative  service  bureau  that  is  year  2000  compliant.  If the  Bank  is
unsuccessful,  the Bank  will  enter  deposit  balances  and  interest  with its
existing  computer  system.  If this  labor  intensive  approach  is  necessary,
management  and employees  will become much less  efficient.  However,  the Bank
believes  that they would be able to operate in this  manner in the  short-term,
until their existing  service  bureau,  or their  replacement,  is able to again
provide data processing  services.  If very few financial  institution  services
bureaus were operating in the year 2000, the Bank's replacement costs,  assuming
the Bank could  negotiate an agreement,  could be material.  The above items are
documented in the Bank's written contingency plan which has been approved by the
Board of Directors.

                                       14
<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

               The following  represents  the results of matters  submitted to a
               vote of the sharesholders at the annual meeting held on April 20,
               1999:

               Election of a Director for term to expire in 2003:
               James L. Kowalewski  was elected  by the following vote::

               For:                          573,102
               Votes Withheld:               152,903

               Ratification  of the SFSB Holding Company 1998 Stock Option Plan,
               as amended, by the following votes:

               For:                          549,297
               Against:                       21,055
               Votes Abstaining:               5,500

               Ratification of the Stanton Federal Savings Bank Restricted Stock
               Plan by the following votes:

               For:                          476,637
               Against:                       93,215
               Votes Abstaining:               6,000

               S.R. Snodgrass A.C.was selected as the Company's independent
               auditors for the fiscal year 1999 by the following vote:

               For:                          571,087
               Against:                        3,165
               Votes Abstaining:               1,600

                                       15
<PAGE>

   ITEM  5.  Other Information

             None

   ITEM  6.  Exhibits and Reports on Form 8-K

     (a)  The  following  exhibits are  included in this Report or  incorporated
          herein by reference:

          27   Financial Data Schedule (in electronic filing only)

     (b)  No reports on Form 8-K were filed for the period  covered by this
          report.

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


                                       16
<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, 1999                     By:   /s/Barbara J. Mallen
                                               ---------------------------------
                                               Barbara J. Mallen
                                               President


Date August 11, 1999                     By:  /s/Joseph E. Gallagher
                                              ---------------------------------
                                               Joseph E. Gallagher
                                               Sr. Vice President & Secretary

                                       17