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 September 30, 1998

[ ] 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                   IRS Employer Identificationa 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 November 8, 1998:  726,005


<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
                         September 30, 1998 and December 31, 1997

                     Consolidated Statement of Income (Unaudited)
                         for the Nine Months ended September 30, 1998 and 1997                           4

                     Consolidated Statement of Income (Unaudited)
                         for the Nine Months ended September 30, 1998 and 1997                           5

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

                     Consolidated Statement of Cash Flows (Unaudited)
                         for the Nine Months ended September 30, 1998 and 1997                           7

                     Notes to Unaudited Consolidated Financial Statements                              8 - 9

       Item 2.       Management's Discussion and Analysis of
                             Financial Condition and Results of Operations                            10 - 15

PART II  -  OTHER INFORMATION

       Item 1.       Legal Proceedings                                                                   16

       Item 2.       Changes in Securities                                                               16

       Item 3.       Default Upon Senior Securities                                                      16

       Item 4.       Submissions of Matters to a Vote of Security Holders                                16

       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
<TABLE>
<CAPTION>
                                                                                  September 30,        December 31,
                                                                                      1998                 1997
                                                                                 ----------------     ----------------

<S>                                                                           <C>                  <C>              
ASSETS
Cash and due from banks                                                        $         560,272    $         766,882
Interest-bearing overnight deposits with other banks                                   7,847,297            4,280,020
                                                                                 ----------------     ----------------
       Cash and cash equivalents                                                       8,407,569            5,046,902

Certificates of deposits with other banks                                              3,547,458            3,036,715
Investment securities available for sale                                               1,894,155            1,532,656
Investment securities held to maturity  (market
       value of $5,631,172 and $4,502,468)                                             5,520,090            4,541,478
Mortgage-backed securities available for sale                                          2,914,292            1,378,503
Mortgage-backed securities held to maturity (market
       value of $8,927,224 and $9,649,748)                                             8,783,870            9,527,074
Loans receivable (net of allowance for loan losses of
       $123,193  and $109,951)                                                        13,801,906           12,292,157
Accrued interest receivable                                                              334,194              267,171
Premises and equipment                                                                 1,582,669            1,662,909
Federal Home Loan Bank stock                                                             218,100              171,700
Other assets                                                                             186,316              322,763
                                                                                 ----------------     ----------------
       TOTAL ASSETS                                                            $      47,190,619    $      39,780,028
                                                                                 ================     ================
LIABILITIES
Deposits                                                                       $      36,755,039    $      35,804,473
Advances by borrowers for taxes and insurance                                             55,866              110,211
Accrued interest payable and other liabilities                                           488,363              415,573
                                                                                 ----------------     ----------------
       TOTAL LIABILITIES                                                              37,299,268           36,330,257
                                                                                 ----------------     ----------------
Commitments and contingencies

STOCKHOLDER'S EQUITY
Perferred stock no par value, 1,000,000 shares authorized, none issued                         -                    -
Common stock, $.10 par value, 4,000,000 shares authorized; 726,005 and
       0 shares issued and outstanding                                                    72,600                    -
Additional paid in capital                                                             6,779,750                    -
Retained earnings-substantially restricted                                             3,068,066            3,011,068
Unrealized gain on securities available for sale, net of taxes                           508,175              438,703
Unearned ESOP shares (55,176 and 0 shares)                                              (537,240)                   -
                                                                                 ----------------     ----------------
       TOTAL STOCKHOLDERS' EQUITY                                                      9,891,351            3,449,771
                                                                                 ----------------     ----------------

       TOTAL LIABILITIES AND
            STOCKHOLDERS' EQUITY                                               $      47,190,619    $      39,780,028
                                                                                 ================     ================
</TABLE>
See accompanying notes to the consolidated financial statements.
<PAGE>

                              SFSB HOLDING COMPANY
                        CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
                                                                                      Nine Months Ended September 30,
                                                                                        1998                 1997
                                                                                 ----------------     ----------------
<S>                                                                           <C>                  <C>              
INTEREST AND DIVIDEND INCOME
Loans receivable                                                               $         804,636    $         678,482
Interest-bearing deposits with other banks                                               498,548              271,582
Investment securities
       Taxable                                                                           231,992              265,666
       Exempt from federal income tax                                                     60,926               40,626
Mortgage-backed securities                                                               573,927              398,505
                                                                                 ----------------     ----------------
       Total interest and dividend
          income                                                                       2,170,029            1,654,861
                                                                                 ----------------     ----------------
INTEREST EXPENSE
Deposits                                                                               1,154,775            1,059,221
                                                                                 ----------------     ----------------
       Total interest expense                                                          1,154,775            1,059,221
                                                                                 ----------------     ----------------

NET INTEREST INCOME                                                                    1,015,254              595,640

Provision for loan losses                                                                 16,748               39,000
                                                                                 ----------------     ----------------
NET INTEREST INCOME AFTER
   PROVISION FOR LOAN LOSSES                                                             998,506              556,640
                                                                                 ----------------     ----------------
NONINTEREST INCOME
Service fees                                                                              73,860               41,973
Other income                                                                              20,396               11,394
                                                                                 ----------------     ----------------
       Total noninterest income                                                           94,256               53,367
                                                                                 ----------------     ----------------
NONINTEREST EXPENSE
Compensation and employee benefits                                                       519,737              441,565
Occupancy and equipment                                                                  173,691              166,920
Federal insurance premium                                                                 16,087               28,289
Data processing                                                                          146,697               96,882
Professional fees                                                                         66,528               18,469
Other operating expenses                                                                 147,811              187,860
                                                                                 ----------------     ----------------
       Total noninterest expense                                                       1,070,551              939,985
                                                                                 ----------------     ----------------
Income (loss) before income tax benefit                                                   22,211             (329,978)
Income tax benefit                                                                       (34,787)            (146,693)
                                                                                 ----------------     ----------------

NET INCOME (LOSS)                                                              $          56,998    $        (183,285)
                                                                                 ================     ================

Basic income per share (since inception February 26, 1998):                    $            0.09    $       N/A
                                                                                 ================     ================
</TABLE>
See accompanying notes to the consolidated financial statements.
<PAGE>

                              SFSB HOLDING COMPANY
                        CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
                                                                                   Three Months Ended September 30,
                                                                                      1998                 1997
                                                                                 ----------------     ----------------
<S>                                                                           <C>                  <C>              
INTEREST AND DIVIDEND INCOME
Loans receivable                                                               $         278,539    $         224,960
Interest-bearing deposits with other banks                                               164,672               96,774
Investment securities
       Taxable                                                                            82,416              100,099
       Exempt from federal income tax                                                     19,838                  989
Mortgage-backed securities                                                               198,480              135,604
                                                                                 ----------------     ----------------
       Total interest and dividend
          income                                                                         743,945              558,426
                                                                                 ----------------     ----------------
INTEREST EXPENSE
Deposits                                                                                 392,257              364,731
                                                                                 ----------------     ----------------
       Total interest expense                                                            392,257              364,731
                                                                                 ----------------     ----------------
NET INTEREST INCOME                                                                      351,688              193,695

Provision for loan losses                                                                  6,000               24,191
                                                                                 ----------------     ----------------
NET INTEREST INCOME AFTER
   PROVISION FOR LOAN LOSSES                                                             345,688              169,504
                                                                                 ----------------     ----------------
NONINTEREST INCOME
Service fees                                                                              25,049               17,620
Other income                                                                              13,008                6,905
                                                                                 ----------------     ----------------
       Total noninterest income                                                           38,057               24,525
                                                                                 ----------------     ----------------
NONINTEREST EXPENSE
Compensation and employee benefits                                                       193,898              133,277
Occupancy and equipment                                                                   60,565               58,754
Federal insurance premium                                                                  5,235                4,977
Data processing                                                                           48,396               38,968
Professional fees                                                                         18,338                8,969
Other operating expenses                                                                  63,981               94,448
                                                                                 ----------------     ----------------
       Total noninterest expense                                                         390,413              339,393
                                                                                 ----------------     ----------------
Loss before income tax benefit                                                            (6,668)            (145,364)
Income tax benefit                                                                       (34,787)            (146,693)
                                                                                 ----------------     ----------------
NET INCOME (LOSS)                                                              $          28,119    $           1,329
                                                                                 ================     ================
Basic income per share                                                         $            0.04    $       N/A
                                                                                 ================     ================
</TABLE>
See accompanying notes to the consolidated financial statements.

<PAGE>

                              SFSB HOLDING COMPANY
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                           Unallocated  Accumulated     
                                             Additional                      Shares      Unrealized      Total
                                Common       Paid-in        Retained         Held by       Gain On    Stockholders'  Comprehensive
                                 Stock       Capital        Earnings          ESOP       Securities      Equity          Income
                              ------------- ------------   ------------     ----------  -----------   -------------  -------------
<S>                           <C>          <C>            <C>            <C>            <C>           <C>            <C>
Balance, December 31, 1997    $       -    $         -    $ 3,011,068    $        -     $  438,703    $  3,449,771   $

Net income                                                     56,998                                       56,998     56,998
Other comprehensive income:
  Unrealized gain on
    available for
    sale securities                                                                         69,472          69,472     69,472
                                                                                                                      --------
Comprehensive income                                                                                                 $126,470
                                                                                                                      ========

Common stock issued              72,600      6,762,326                     (580,800)                     6,254,126
ESOP shares released                            17,424                       43,560                         60,984
                                --------    -----------    -----------     ---------    -----------     -----------

Balance, September 30, 1998   $  72,600    $ 6,779,750    $ 3,068,066    $ (537,240)    $  508,175    $  9,891,351
                                ========    ===========    ===========     =========    ===========     ===========

</TABLE>



See accompanying notes to the consolidated financial statements.
<PAGE>


                              SFSB HOLDING COMPANY
                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                 Nine Months Ended September 30,
                                                     1998            1997
                                                 ------------   ----------------

OPERATING ACTIVITIES
Net income (loss)                                $    56,998    $  (183,285)
Adjustments to reconcile net income to
   net cash provided by operating
   activities:
       Provision for loan losses                      16,748         39,000
       Depreciation and amortization                  93,625         91,125
       Amortization of Unearned ESOP                  60,984           --
       Increase in accrued interest receivable       (67,023)       (33,901)
       Other, net                                    176,493        (52,549)
                                                 -----------    -----------
       Net cash provided by (used for)
          operating activities                       337,825       (139,610)
                                                 -----------    -----------

INVESTING ACTIVITIES
Increase in certificates of deposits                (510,743)       (86,772)
Investment securities available for sale:
       Purchases                                    (271,849)       (24,401)
       Maturities and repayments                       2,215          2,305
Investment securities held to maturity:
       Purchases                                  (1,575,000)    (2,346,537)
       Maturities and repayments                     597,372      1,571,749
Mortgage-backed securities available for sale:
       Purchases                                  (2,234,923)          --
       Maturities and repayments                     706,028            532
Mortgage-backed securities held to maturity:
       Purchases                                  (1,367,541)    (2,665,318)
       Maturities and repayments                   2,113,218      1,638,807
Net increase in loans receivable                  (1,526,497)      (831,856)
Purchase of Federal Home Loan Bank Stock             (46,400)        (9,900)
Purchase of premises and equipment, net              (13,385)       (44,389)
                                                 -----------    -----------

       Net cash used for investing activities     (4,127,505)    (2,795,780)
                                                 -----------    -----------

FINANCING ACTIVITIES
Net increase in deposits                             950,566      4,565,207
Proceeds from the sale of common stock             6,254,126           --
Net decrease in advances by borrowers
   for taxes and insurance                           (54,345)       (59,180)
                                                 -----------    -----------
       Net cash provided by
          financing activities                     7,150,347      4,506,027
                                                 -----------    -----------

       Increase in cash and cash equivalents       3,360,667      1,570,637

CASH AND CASH EQUIVALENTS
   AT BEGINNING OF PERIOD                          5,046,902      4,378,710
                                                 -----------    -----------

CASH AND CASH EQUIVALENTS
   AT END OF PERIOD                              $ 8,407,569    $ 5,949,347
                                                 ===========    ===========

SUPPLEMENTAL CASH FLOW DISCLOSURE
Cash paid during the year for:
       Interest on deposits and
          borrowings                             $ 1,159,317    $ 1,057,984
       Income taxes                                      374           --


See accompanying notes to the consolidated financial statements.
<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.

Note 2 - CONVERSION TO A STOCK FORM OF OWNERSHIP AND FORMATION OF HOLDING
         COMPANY

     On  September  30, 1997,  the Board of  Directors  of the Bank,  subject to
     regulatory approval and approval by the members of the Bank, adopted a Plan
     of  Conversion  (the "Plan") to convert from a federally  chartered  mutual
     savings bank to a federally chartered stock savings bank and the concurrent
     formation of a holding company.

     As part of the conversion,  SFSB Holding Company was organized in September
     1997 at the direction of the Board of Directors of the Bank for the purpose
     of  acquiring  all of the  capital  stock to be  issued  by the Bank in the
     conversion.  The Company became a holding company with its only significant
     assets being all of the  outstanding  capital stock of the Bank,  which was
     acquired on February 26, 1998 by exchanging  approximately  $3.5 million of
     the proceeds received in the public offering for all of the common stock of
     the Bank,  and a  percentage  of the  conversion  proceeds  permitted to be
     retained.  From the proceeds of the Conversion,  approximately  $73,000 was
     allocated  to  common  stock  and $6.8  million,  which is net of  $423,000
     conversion costs, was allocated to additional paid-in capital.

Note 3 - COMPREHENSIVE INCOME

     Effective  January 1, 1998,  the Bank  adopted the  Statement  of Financial
     Accounting Standards No. 130, "Reporting Comprehensive Income." In adopting
     Statement No. 130, the Bank is required to present comprehensive income and
     its components in a full set of general purpose financial  statements.  The
     Bank has elected to report the effects of Statement  No. 130 as part of the
     Statement of Changes in Stockholders' Equity.

Note 4 - EARNINGS PER SHARE

     Earnings  per share  computations  are based  upon the  weighted  number of
     shares  outstanding for the period since inception,  February 26, 1998, and
     for the three  months  ended  September  30,  1998,  of 670,345 and 672,766
     shares,  respectively.  There  were  670,345  and  672,766  average  shares
     outstanding for each of of the aforementioned  periods,  respectively.  Net
     income used in the earnings per share  calculation was $63,437 and $28,119,
     respectively.

     In February 1997, the Financial  Accounting Standards Board ("FASB") issued
     Statement of Financial  Accounting Standards No. 128, "Earnings Per Share."
     Statement No. 128 replaced the previous  reporting  requirement  of primary
     and fully  diluted  earnings per share with basic and diluted  earnings per
     share.  The  Company  currently   maintains  a  simple  capital  structure,
     therefore, there are no dilutive effects on earnings per share.


<PAGE>

Note 5 - EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)

     The  Company  has an  ESOP  for the  benefit  of  employees  who  meet  the
     eligibility requirements which include having completed one year of service
     with the  Company  and having  attained  age 21.  The ESOP Trust  purchased
     58,080 shares of common stock in the initial public  offering with proceeds
     from a loan from the Company. The Bank makes cash contributions to the ESOP
     on an annual basis  sufficient to enable the ESOP to make the required loan
     payments to the  Company.  The loan bears  interest at 8.50% with  interest
     payable quarterly and principal  payable in equal annual  installments over
     ten years. The loan is secured by the shares of the stock purchased.

     As the debt is repaid, shares are released from collateral and allocated to
     qualified  employees  based on the  proportion  of debt service paid in the
     year.  The Company  accounts  for its  leveraged  ESOP in  accordance  with
     Statement of Position 93 -6. Accordingly,  the shares pledged as collateral
     are reported as unallocated ESOP shares in the consolidated  balance sheet.
     As shares are released from  collateral,  the Company reports  compensation
     expense  equal to the current  market  price of the shares,  and the shares
     become  outstanding  for  earnings  per share  computations.  Dividends  on
     allocated  ESOP shares are  recorded as a reduction  of retained  earnings;
     dividends on unallocated ESOP shares are recorded as a reduction of debt.

<PAGE>
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS


COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 1998 AND DECEMBER 31, 1997

Total assets  increased by  approximately  $7,411,000 or 18.6% to $47,191,000 at
September  30, 1998 from  $39,780,000  at December  31,  1997.  The $6.3 million
received in the sale of common stock in February primarily funded this increase.

Interest-bearing  overnight  deposits with other banks  increased  $3,567,000 or
83.4% from  $4,280,000 at December 31, 1997 to $7,847,000 at September 30, 1998.
As the interest rate environment  declines,  management is currently  evaluating
investment  opportunities for a portion of the proceeds received from the public
offering.

Total investment and mortgage-backed  securities  increased  $2,133,000 or 12.6%
from  $16,980,000  at December 31, 1997 to  $19,112,000  at September  30, 1998.
Investment  holdings in U.S.  Agency  securities  increased with the addition of
approximately  $1,575,000 of these  securities with  maturities  between five to
seven years. Furthermore, in an effort to supplement the loan portfolio due to a
lack of demand,  approximately  $3,602,000  was invested or reinvested in twenty
year mortgage-backed securities.  Although the portfolio mix remained relatively
stable,  there were slight  increases in securities  designated as available for
sale so as to give  management  an option to sell lower  yielding  securities if
interest rates turn upward in the near future.

Net loans receivable  increased $1,510,000 or 12.3% from $12,292,000 at December
31, 1997 to  $13,802,000  at  September  30,  1998.  Real estate and home equity
loans, which increased slightly $805,000 and $587,000, respectively, continue to
incur the  largest  increases  as a result of the demand for these  loans at the
Shaler  Township  office.  The funding of the loan growth was mainly provided by
the  usage of funds  from  overnight  deposits  and  principal  repayments  from
mortgage-backed securities.

Deposits   increased   $951,000  to  $36,755,000  at  September  30,  1998  from
$35,804,000  at December 31, 1997 due  primarily to an increase in volume of Now
accounts and  certificates  of deposit of $497,000 and $334,000  relating to the
new Shaler branch.

Stockholder's  equity  increased  $6,441,000 to $9,891,000 at September 30, 1998
from  $3,450,000 at December 31, 1997 as a result of the $6,254,000 net proceeds
received  in the  initial  public  offering,  the  recognition  of shares in the
Employee  Stock  Ownership  Plan of $61,000,  increases in  unrealized  gains on
available for sale securities of $69,000, and net income of $57,000.


<PAGE>

COMPARISON OF THE RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED  SEPTEMBER 30,
1998 AND 1997

Net income increased $240,000 to $57,000 for the nine months ended September 30,
1998 from a net loss of $183,000 for the same period ended 1997.  This  increase
was due to an increases in net interest income of $420,000,  noninterest  income
of $41,000,  and a decline in the  provision  for loan  losses of $22,000  while
offset by  increases in  noninterest  expense of $131,000 and decrease in income
tax benefit of $112,000.

Interest income  increased  $515,000 or 31.1% from the same period last year due
primarily to increases in average balances of all interest  earning assets.  The
average  balance of  interest-bearing  deposits with other banks  increased $5.1
million due to a lack of alternative investment  opportunities.  Mortgage-backed
securities  average  balances rose $3.6 million in an effort to supplement  loan
demand.  Loan  average  balances  increased  $2.0  million due to growth in home
equity  and  one  to  four  family  mortgages.  These  increases,  as  discussed
previously,  were  funded by proceeds  from the  opening of the Shaler  Township
office  coupled with the proceeds from the stock offering in February 1998. As a
result of a  competitive  pricing  strategy and a decline in the  interest  rate
environment, the tax equivalent yield on earning assets went from 6.86% to 6.79%
for the nine months ended September 30, 1997 and 1998, respectively.

Interest expense on deposits  increased  $96,000 or 9.0% from $1,059,000 for the
nine months ended  September  30, 1997 to  $1,155,000  for the same period ended
1998.  The increase was  primarily  due to an increase in the average  volume of
certificates  of deposit of $2.5  million and savings  deposits of $1.6  million
resulting  from the  opening  of the new  Shaler  branch.  The  overall  rate on
interest-bearing  liabilities declined slightly from 4.46% for 1997 to 4.22% for
1998 primarily due to a decline of 20 basis points on certificates of deposit.

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  decreased  by $22,000  for the nine  months  ended  September  30,  1998
compared to the same period ended 1997. See "Risk Elements".

Noninterest income, which is comprised principally of service charges on deposit
accounts, increased $41,000 or 76.6% to $94,000 for 1998 compared to $53,000 for
1997. This increase was almost entirely comprised of increased levels of service
charges on deposit  accounts.  Since the opening of the Shaler Township  office,
service fees have  increased due to a higher fee structure and a larger  deposit
base.


<PAGE>

Noninterest  expense  increased  $131,000  or 13.9% to  $1,071,000  for the nine
months ended  September  30, 1998 from  $940,000 for the same period ended 1997.
The  increase was the result of operating a larger  organization  including  the
opening of the Shaler  Township  office.  Compensation  and  benefits  increased
$78,000 or 17.7% to $520,000 for 1998 from  $442,000 for 1997,  due to increased
benefit  costs  associated  with  supplemental  retirement  expenses  for senior
management and the Employee Stock Ownership Plan  implemented as a result of the
Stock Offering.  Data processing expenses increased $50,000 or 51.4% to $147,000
for 1998 from  $97,000  for 1997.  This  increase  is  directly  affected by the
increase in volume of processing and number of accounts since the opening of the
Shaler Township office.  Professional  fees increased $48,000 due to the outside
assistance in complying with the increased levels of regulatory  compliance of a
public reporting company. Federal deposit insurance premiums and other operating
expenses decreased slightly due to reduced insurance premiums resulting from the
prior  year  recapitalization  of the  Savings  Association  Insurance  Fund and
additional  miscellaneous  expenses  incurred  with the  start up of the  Shaler
branch in 1997, respectively.

COMPARISON OF THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30,
1998 AND 1997

Net income for the three months ended  September 30, 1998  increased  $27,000 to
$28,000 from $1,000 for the same period ended 1997.  This growth stemmed from an
increase in net interest  income of $158,000 and a decline in the  provision for
loan losses of $18,000  while  being  offset  somewhat by a $112,000  decline in
income tax benefit and a $51,000 increase in noninterest expense.

Net interest income increased from $194,000 for the three months ended September
30, 1997 to $351,000 for the same period ended 1998.  As discussed  above,  this
was  due  to  the   average   balances   for  other   interest-earning   assets,
mortgage-backed  securities and loans increasing $5.8 million, $3.7 million, and
$2.6 million,  respectively,  due to funds from proceeds from the opening of the
Shaler  Township  office  coupled with the proceeds  from the stock  offering in
February  1998.  For the  three months  ended  September  30,  1998  the net tax
equivalent  yield on earning assets was 6.81%, as compared to 6.78% for the same
period in 1997. Offsetting these increases was an increase in the average volume
of  interest-bearing  liabilities of $3.5 million which resulted in $28,000 more
of interest expense. Also as discussed previously,  this incurred as a result of
funds flowing into  certificate  of deposit and Now accounts from the new Shaler
branch.

Provision for loan losses decreased $18,000 to $6,000 for the three months ended
September 30, 1998  compared to $24,000 for the same period ended  September 30,
1997.  This decrease is derived from  management's  continual  monitoring of the
quality of its loan  portfolio  and its  determination  of the  adequacy  of the
allowance for loan losses.

Noninterest  income increased $14,000 or 55.2% from $24,000 for the three months
ended  September  30, 1997 to $38,000  for the same period  ended 1998 due to an
increase in service  charges  resulting  form  higher fees and a larger  deposit
base.


<PAGE>



Noninterest  expense  increased  $51,000  or 15.0% from  $339,000  for the three
months ended  September  30, 1997 to $390,000 for the same period ended 1998. As
previously noted, the increases result from operating a larger organization, the
implementation of employee benefit plans, the volume of processing and number of
accounts  since the  opening  of the  Shaler  Township  office,  and  additional
professional  services due to outside  assistance  in complying  with  increased
levels of  regulatory  compliance  of a publicly  reported  company.  These were
offset  slightly by a decline in other expenses from costs  associated  with the
start-up of the Shaler branch in 1997.

As noted previously, the income tax benefit increased due to an increase in the
amount of pretax income for the three months ended September 30, 1998 compared
to the same period ended 1997.

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 September 30, 1998, 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 59.7%,  59.0%, 21.1% and 42.6%, 41.9%,
15.0%, respectively at September 30, 1998.


<PAGE>
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.

                                                  September 30,    December 31,
                                                      1998            1997
                                                  -------------    ------------
                                                     (Dollars in thousands)

Loans on nonaccrual basis                         $      67           $    93
Loans past due 90 days or more and still accruing       106               155
                                                  ---------           -------
                                                                 
Total nonperforming loans                               173               248
                                                  ---------           -------
                                                                 
Nonperforming loans as a percent of total loans        1.24%             2.00%
                                                  =========           =======
                                                                 
Nonperforming assets as a percent of total assets       .37%             0.62%
                                                  =========           =======
                                                                 
Allowance for loan losses to nonperforming loans      71.21%            44.35%
                                                  =========           =======
                                                              
At September 30, 1998 and December 31, 1997, no real estate or other assets were
held as foreclosed or repossessed property.



Management  monitors  impaired loans on a continual  basis.  As of September 30,
1998,  impaired loans had no material effect on the Company's financial position
or results of operations.

During  the  nine  month  period  ended  September  30,  1998,  loans  increased
$1,523,000 and  nonperforming  loans  decreased  $75,000 while the allowance for
loan losses increased  $13,000 for the same period.  The percentage of allowance
for loan  losses to loans  outstanding  remained  relatively  stable at .88% for
September  30, 1998 and .89% for  December  31,  1997.  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.

<PAGE>

Management  believes the level of the allowance for loan losses at September 30,
1998  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  expects to spend  approximately
$5,000  through  December 31, 1998 to upgrade its computer  system and software.
This  upgrade is expected  to  eliminate  the year 2000 risk.  The Bank does not
expect to have material  costs to address this risk after  December 31, 1998. At
September 30, 1998  approximately  $10,000 has been expensed.  The Bank expects,
though  there is no  assurance,  to be year 2000  compliant in this risk area by
December 31, 1998.

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.

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.

<PAGE>

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.


<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

             None

   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*
        10.1.1     Directors Consultant and Retirement Plan*
        10.1.2     Supplemental Executive Retirement Plan for Barbara J. Mallen*
        10.1.3     Employment Agreement with Barbara J. Mallen*
        27         Financial Data Schedule (in electronic filing only)

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

----------------
*    Incorporated  by  reference  to an  identically  numbered  exhibit  to  the
     registration statement on Form SB-2 (File No. 333-40955) filed with the SEC
     on November 25, 1997 and subsequently amended on December 22, 1997.

<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 November 13, 1998                    By:  /s/Barabara J. Mallen
                                               ---------------------------------
                                               Barbara J.Mallen
                                               President


Date November 13, 1998                   By:   /s/Joseph E. Gallagher
                                              ---------------------------------
                                               Joseph E. Gallagher
                                               Sr. Vice President & Secretary